TCR_Public/081107.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 7, 2008, Vol. 12, No. 266

                             Headlines


ACCENT WINDOWS: Files for Chapter 11 Protection in Colorado
ACE MORTGAGE: Files for Chapter 7 Liquidation
AGRIPROCESSORS INC: Files for Chapter 11 Bankruptcy in New York
AGRIPROCESSORS INC: Case Summary & 20 Largest Unsecured Creditors
AMERICAN INTERNATIONAL: Property/Casualty Units on Watch Negative

AMERICAN MORTGAGE: NYSE Alternext to Delist Preferred Shares
BIRCH MOUNTAIN: Appoints PricewaterhouseCoopers as Receiver
BOSCOV'S INC: Scraps Deal W/ Versa, Stays with Family Group
CASTLE HILL I: Fitch Junks $29.7MM Residual Interest Sub. Notes
CASTLE HILL II: Fitch Cuts $18.6MM Sub. Notes to BB+

CHEMTURA CORP: S&P Cuts Ratings to 'BB-'; Outlook Negative
CHRYSLER LLC: Seeks Another $25BB Gov't Aid; Meets With Pelosi
CONGOLEUM CORP: Court Approves Settlement on Asbestos Dispute
CONSUMERS ENERGY: S&P Hikes Unsec. Debt Rating to 'BBB-' From BB+
COPPERFORD LLC: Case Summary & 19 Largest Unsecured Creditors

DFC HEL TRUST: S&P Cuts Class B Rating to 'D' After Write-Down
EL PASO: May Continue Using Cash Collateral Until November 30
EL PASO CHILE: U.S. Trustee Objects to Disclosure Statement
ENCAP GOLF: Sued by New Jersey for Failed $1-Billion Project
FORD MOTOR: Seeks Another $25BB Gov't Aid; Meets With Pelosi

GAINEY CORP: Hires Carl Oosterhouse as Chief Operating Officer
GAINEY CORP: May Employ AlixPartners as Restructuring Consultant
GAINEY CORP: May Employ DW Associates as Limited Financial Advisor
GAINEY CORP: Section 341(a) Creditors' Meeting Set for Nov. 24
GENERAL MOTORS: Seeks Another $25BB Gov't Aid; Meets With Pelosi

GOODYEAR TIRE: S&P Revises Outlook to Stable; 'BB-' CCR Affirmed
GAYLORD ENTERTAINMENT: S&P Puts 'B+' Rating on Watch Negative
GOE LIMA: Creditors Committee Taps Frost Brown as Counsel
GOE LIMA: Gets Interim Authority to Obtain $2.99MM DIP Loan
GOE LIMA: Taps GlassRatner Advisory as Financial Advisor

GOE LIMA: Section 341(a) Creditors' Meeting Set for November 20
GRANDE COMMUNICATIONS: Moody's Cuts PDR to Caa3; Outlook Negative
GREATWIDE LOGISTICS: 363 Sale Cues Moody's to Withdraw Ratings
HILLMAN GROUP: S&P Cuts Corp. Credit Rating to 'B-' from 'B'
INNOVATIVE STRUCTURES: Voluntary Chapter 11 Case Summary

INTERSTATE HOTELS: S&P Puts 'B' Rating on CreditWatch Negative
JPMORGAN CHASE TRUST: S&P Junks Ratings on Classes N & P Certs.
KANSAS GAS: S&P Hikes Unsec. Debt Rating to 'BBB-' From 'BB+'
LAGUNA DEVELOPMENT: Fitch Affirms Issuer Rating at 'BB-'
LAS VEGAS SANDS: Files Prospectus for Future Fund Raising Plans

LAS VEGAS SANDS: Land Concession Deal in Macau Amended
LAS VEGAS SANDS: Seeks to Raise Funds; May Default on Loans
LB-UBS COMMERCIAL: Fitch Holds BB- Rating on $9.3MM Class N Certs.
LEHMAN BROTHERS: Faces Probe on Securities Arbitration Claims
LEHMAN BROTHERS: Seeks to Tap Simpson Thacher as Special Counsel

LEVITT AND SONS: Classification and Treatment of Claims
LEVITT AND SONS: Files Amended Joint Liquidating Chapter 11 Plan
LEVITT AND SONS: Maple Grove Estates Balks Release Escrow Funds
LEVITT AND SONS: Regency Hills Auctions Lake County, Fla. Assets
LEVITT AND SONS: Wachovia, et al., Amend Purchase and Sale Deal

LIVE NATION: Poised to Challenge Ticketmaster for Sales, S&P Says
MONONGAHELA POWER: S&P Hikes Debt Rating to 'BBB-' From 'BB+'
MORGAN STANLEY TRUST: S&P Junks Rating on Class Q Certificates
NATIONAL RV: Judge Carroll Approves Plan Disclosure Statement
NON-INVASIVE MONITORING: Eisner LLP Raises Going Concern Doubt

NYMAGIC INC: Fitch Downgrades Sr. Debt to 'BB+'; Outlook Negative
OSI RESTAURANT: Moody's Junks Corp. Family Rating; Outlook Stable
PAUL REINHART: May Liquidate Under Chapter 11 Absent Financing
RADNOR HOLDINGS: Wants to Modify First Amended Chapter 11 Plan
RESOURCE REAL ESTATE: Fitch Holds B Rating on $28.7M Class M Loans

SCO GROUP: Novell Inc. Wants $625,487 Payment For Linux/Unix
SEA CONTAINERS: Bermuda OKs Voting on Scheme of Arrangement
SEA CONTAINERS: To Enter into $150MM Exit Financing
SPECTRUM BRANDS: Receives NYSE Listing Non-compliance Notice
STEAKHOUSE PARTNERS: Abe & Mikel Alizadeh Acquires Roseville Unit

TRICOM SA: Chapter 11 Plan Status Hearing Set for December 18
TICKETMASTER: S&P Sees Sales Challenge from Live Nation
TUSA OFFICE: Voluntary Chapter 11 Case Summary
VERASUN ENERGY: Gets Court Initial OK on $40MM DIP Financing
WCI COMMUNITIES: Wants Lease Decision Period Extended to March 2

WELLMAN INC: 1st Lien Lenders Want Claim Treated Fully Secured
WELLMAN INC: BNY Balks at First Amended Joint Chapter 11 Plan
WELLMAN INC: Court Approves $17.9MM Sale of Operating Assets
WESTAR ENERGY: S&P Hikes Unsec. Debt Rating to 'BBB-' From 'BB+'

* Fitch: US RMBS and CDOs Lead SF Rating Actions Again in Q308
* Proskauer Rose Promotes Three Lawyers to Senior Counsel
* Treasury Hires Hughes and Squire Sanders for Bailout Work
* S&P Says Composite Credit Spreads Widen to New Five-Year Highs
* Unsecured Debt Ratings Raised on 30 U.S. Electric Utilities

* BOOK REVIEW: The Chief Executives


                             *********



ACCENT WINDOWS: Files for Chapter 11 Protection in Colorado
-----------------------------------------------------------
Accent Windows Inc. filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the District of Colorado on Tuesday, court
documents say.

Court documents indicate that Accent Windows listed the Internal
Revenue Service as its largest creditor, with a $637,016.69 claim.
According to the documents, Accent Windows has between 100 and 199
creditors.  Denver Business relates that other large creditors in
Denver include:

     -- Comcast Spotlight,
     -- U.S. Building Supply, and
     -- the accounting firm BKD LLP.

Accent Windows, says Denver Business, listed debts of $1 million
and $10 million, but didn't disclose the amount of its assets.

                      About Accent Windows

Westminster-based Accent Windows is a family-owned company that
Tim Marcovich founded in 1982.  It makes and installs windows and
doors.  It has operations in Colorado, Arizona, Montana, New
Mexico, and Utah.


ACE MORTGAGE: Files for Chapter 7 Liquidation
---------------------------------------------
Ace Mortgage Funding LLC filed for Chapter 7 in the U.S.
Bankruptcy Court for the District of Delaware on Wednesday, court
documents say.

The Indianapolis Star relates that Ace Mortgage and three
affiliates, including parent Ace Holding Co, filed for protection
from creditors.  As reported in the Troubled Company Reporter on
April 23, 2008, Rensselaer, New York-based Ace Holding LLC filed
for Chapter 11 protection on April 11, 2008 (Bankr. N. D. N.Y.
Case No. 08-11084).  Michael D. Assaf, Esq., at Assaf & Mackenzie
represents the company in its restructuring effort.  The company
listed assets of $1,000,001 to $100 million and debts of $100,001
to $1 million.

The Indianapolis Star states that Ace Mortgage said it had
$1 million to $10 million in both assets and liabilities, and that
it had between 1,000 and 5,000 creditors.

Jeff Swiatek and Tom Spalding at The Indianapolis Star relates
that Ace Holding said in memos to workers that it closed its
mortgage-lending business on Oct. 31, 2008, and that it would
close Archer Land Title and Ace Imaging.  According to the report,
Ace Holding said that it failed to secure a new line of credit to
develop a mortgage banking operation to try to raise revenue.

Ace Holding said that less than 50 employees would be laid off as
of Nov. 7, 2008, The Indianapolis Star states.

                      About Ace Holding

Ace Holding Company, LLC, is financial services holding company
providing services to the subsidiary companies in the areas of
Finance, Legal, Payroll, HR, Benefits, IT Support, and Management.
Other than Ace Mortgage Funding, LLC, its subsidiaries include:
Ace Mortgage Funding, LLC -- www.acerefi.com -- a national
mortgage lender specializing in all types of residential mortgage
loans; Archer Land Title, LLC -- www.archerlandtitle.com -- a
national title company and closing agent; Ace Imaging, LLC -- a
document imaging and hosting solution provider for small
businesses with the goal of providing faster solutions on
accessing needed data without changing how it's clients do
business.

                      About Ace Mortgage

Ace Mortgage Funding, LLC, offers home purchase loans, mortgage
refinance, home equity loan financing and debt consolidation
mortgages.  Ace Mortgage had offices in 15 U.S. states.


AGRIPROCESSORS INC: Files for Chapter 11 Bankruptcy in New York
---------------------------------------------------------------
Agriprocessors Inc. sought protection from its creditors under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
for the Eastern District of New York due to financial difficulties
and implications of a pending litigation filed by First Bank
Business Capital Inc.

The bank alleged that certain receivables were misdeposited by the
company into its operating account instead of a corresponding
deposit account, although all fund at issue were used for the
payment of legitimate business purposes.  The company owes as much
as $35,000,000 in secured debt to the bank.

The company's financial crisis is caused by circumstances
involving a raid executed by Immigration and Custom Enforcement
Agency on May 12, 2008, where 389 of the company's employees at
Potsville facility were arrested and charged for possession of
forged documents.  The company engaged new supervisory personnel
to oversee plant operations in Iowa as a result of the labor
probe.

According to Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom &
Nash LLP, the Chapter 11 filing will stay the bank's litigation
and preserve the ongoing concern value of the Debtor's business
while issued with lenders and other creditors are addressed.

The company listed assets between $100 million and $500 million,
and debts between $50 million and $100 million in its filing.  The
company owes $5,708,609 to its unsecured creditors including
Jacobson Staffing owing $845,389; Weyerhauser Parer Company owing
$806,970; and Baker & McKenzie LLP owing $640,911.

The company's other secured creditors are Farm Credit Leasing
owing $6,000,000 and MetLife Agricultural Investments owing
$9,600,000.

President Abraham Arron Rubashkin owns the company.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.


AGRIPROCESSORS INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Agriprocessors, Inc.
        5600 First Avenue
        Brooklyn, NY 11220

Bankruptcy Case No.: 08-47472

Type of Business: The Debtor operates a kosher meat and
                  poultry packing processors located at 220 North
                  West Street.  The company maintains an executive
                  office with 50 employees at 5600 First Avenue in
                  Brooklyn, New York.

                  See: http://www.agriprocessor.com/

Chapter 11 Petition Date: November 4, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Kevin J. Nash, Esq.
                  kjnash@finkgold.com
                  Finkel Goldstein Rosenbloom & Nash
                  26 Broadway, Suite 711
                  New York, NY 10004
                  Tel: (212) 344-2929
                  Fax : (212) 422-6836

Estimated Assets: $100 million to $500 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Jacobson Staffing Company                        $845,389
1821 Euclid Avenue
Des Moines, IA 50316

Weyerhauser Parer Company                        $806,911
7591 Collections Center Drive
Chicago, IL 60693

Baker & McKenzie LLP                             $640,911
615 Connecticut Avenue
Washington, DC 2006

Mayore Management LLC                            $500,000

Cryivac Division Sealer Air Corp.                $442,342

Best Value Trucking                              $419,590

Alliant Energy                                   $318,235

Prairie Agri-Enterprises Inc.                    $271,975

Nyemaster Goode Voigts West, et al.              $208,636

Marks Paneth & Shron & Co. LLP                   $195,175

Aquilla Inc.                                     $120,121

Postville Farmers Co-Op                          $119,798

Dubois Chemical                                  $115,147

Nordenia USA                                     $105,082

Bunzi Chicago                                    $96,235

Falk Paper Company                               $91,187

U.S.D.A Food Safety and                          $88,179
Inspection

Tricok Inc. Tr Du Chien                          $81,572

Packaging Film Group                             $65,655

Thomas V. McQueen, Esq.                          $60,612


AMERICAN INTERNATIONAL: Property/Casualty Units on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch status
of its ratings on a number of American International Group Inc.'s
(NYSE:AIG) property/casualty subsidiaries and other units with
ratings derived from guarantees from those subsidiaries to
negative from developing.

The ratings on AIG remain on CreditWatch negative, and the ratings
on most of AIG's life insurance operations remain on CreditWatch
developing.

Standard & Poor's does not expect AIG to sell its core
property/casualty operations under its restructuring plan. "The
ratings on these companies are on CreditWatch negative to reflect
our view of the likelihood of increased pressure on the
performance of that business," explained Standard & Poor's credit
analyst Rodney A. Clark.

On Aug. 13, 2008, S&P revised its outlook on the entire U.S.
commercial lines property/casualty sector to negative because of
weakening pricing and adverse investment markets. "S&P expects AIG
is particularly susceptible to these broader market trends, given
its somewhat weakened position," Mr. Clark added. "Although at
this point we have not seen clear evidence of long-term damage to
AIG's franchise, there have been wide reports that competitors are
actively pursuing AIG's accounts and key underwriting personnel,
which could pressure operating performance over time given the
current market conditions the industry is facing."

S&P could resolve the CreditWatch status of the ratings on the
property/casualty insurance companies in 2009, when S&P should get
a better picture of the company's experience in pricing and
retention. Standard & Poor's expects some loss of business and
personnel. If those losses are significant and threaten future
business prospects, S&P could lower the ratings by one or two
notches. However, if any declines are modest, S&P could affirm the
ratings.

By contrast, S&P expects that AIG will sell its life insurance
operations under its planned restructuring. Most of the likely
buyers are rated 'AA-' or better, which could have a positive
impact on the ratings on these AIG subsidiaries. S&P could raise
these ratings once sales to higher-rated entities are completed.
However, if the sale process is slow, the sale is to a lower-rated
entity, or there is significant deterioration in the businesses,
S&P could lower the ratings.

All of the AIG ratings are based on stand-alone fundamentals as
well as the significant liquidity support in the form of an $85
billion credit facility and a $37.8 billion securities lending
back-stop facility provided by the Federal Reserve Bank of New
York and, more recently, the Federal Reserve's Commercial Paper
Funding Facility. S&P's ratings anticipate the continued use of
these programs to provide interim funding while AIG restructures
its operations. The support measures the Federal Reserve has
provided, which are meant to meet the enterprise's liquidity and
subsidiary capital needs, underpin AIG's creditworthiness. Without
them, it is likely the holding company would be rated in the
speculative-grade category.


AMERICAN MORTGAGE: NYSE Alternext to Delist Preferred Shares
------------------------------------------------------------
American Mortgage Acceptance Company was notified by New York
Stock Exchange Regulations, Inc. that NYSE Alternext US LLC
intends to delist the company's common shares and 7.25% Series A
Cumulative Convertible Preferred Shares from the Exchange.

The notice from the Exchange indicated that the company no longer
complies with the Exchange's continued listing standards.  The
letter noted the Forms 8-K AMAC filed with the Securities and
Exchange Commission on October 16 and Oct. 28, 2008, which, among
other things, disclosed that the company's liabilities exceeded
the value of its remaining assets.  The Exchange has determined
that the disclosures made by AMAC in the Forms 8-K indicate the
company is subject to delisting pursuant to Section 1003(a)(iv) of
the NYSE Alternext US LLC Company Guide, which allows the Exchange
to consider delisting a security if the company issuing the
security has sustained losses which are so substantial in relation
to its overall operations or its existing financial resources, or
its financial condition has become so impaired, that it appears
questionable, in the opinion of the Exchange, as to whether such
company will be able to continue operations and meet its
obligations as they come due.  The Exchange has also determined
the company has become subject to Section 1002(e) of the Company
Guide, which states the Exchange will consider suspension of
trading in or removal from listing of a security when, in the
opinion of the Exchange, "an event shall occur or a condition
shall exist which makes further dealings on the Exchange
unwarranted."

Given its financial condition, the company does not expect that it
will be able to continue in operation and, if liquidated and wound
up in a bankruptcy proceeding or otherwise, claims of common and
preferred shareholders would be subordinate to the claims of
creditors and other obligors.  Therefore, the company does not
believe there would be any recovery for shareholders and believes
the Securities are worthless.

The company does not intend to appeal the intention of the
Exchange to delist AMAC's Securities from the Exchange.  AMAC is
scheduled to be delisted from the Exchange on Tuesday, Nov. 11,
2008.

            About American Mortgage Acceptance Company

Based in New York City, American Mortgage Acceptance Company (NYSE
Alternext:AMC) -- http://www.americanmortgageco.com/-- is a
real estate investment trust (REIT).  The company operates in
one business segment, which focuses on investing in mortgage
loans and other debt instruments secured by multifamily and
commercial property throughout the United States.  It has
invested in commercial real estate loans, which may have fixed
or variable interest rates: First mortgage loans; Subordinated
B-notes and mezzanine loans; Bridge loans; Debt securities;
Commercial Mortgage-Backed Securities (CMBS); Collateralized debt
obligation (CDO) securities, and Other investments.  The company
invested in government insured or agency guaranteed first
mortgages, insured mortgage pass-through certificates or insured
mortgage backed securities, but has divested itself of many of
these assets.


BIRCH MOUNTAIN: Appoints PricewaterhouseCoopers as Receiver
-----------------------------------------------------------
Birch Mountain Resources Ltd. discloses that pursuant to the
Bankruptcy and Insolvency Act (Canada), PricewaterhouseCoopers
Inc. is hereby appointed interim Receiver and Receiver and
Manager, of all of the corporation's current and future assets,
undertakings and properties of every nature and kind.

Birch Mountain disclosed on Nov. 3, 2008, that it had 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 the BIA.  Birch
Mountain is unable to repay its indebtedness to Tricap.

Among other powers, the Receiver is authorized to take possession
and control of the Property; to receive, preserve, protect and
maintain control of the Property; to manage, operate and carry
on the business of the corporation; to receive and collect all
monies and accounts now owed or hereafter owing to the
corporation and to exercise all remedies of the corporation in
collecting such monies, including, without limitation, to
enforce any security held by the corporation; and to sell,
convey, transfer, lease or assign the Property or any part or
parts thereof out of the ordinary course of business, subject to
the approval of the court with respect to certain sales.

No proceedings against or in respect of the corporation or the
Property can be commenced or continued except with the written
consent of the Receiver or with leave of the court and any and all
proceedings currently under way against or in respect of the
corporation or the Property are stayed and suspended pending
further order of the court.  With certain exceptions, all rights
and remedies, including, without limitation, set-off rights
against the corporation, the Receiver, or affecting the Property,
are hereby stayed and suspended except with the written consent of
the Receiver or leave of the court.

Anyone having oral or written agreements with the corporation or
other mandates for the supply of goods and services to the
corporation are restrained from discontinuing, altering,
interfering with or terminating the supply of such goods or
services as may be required until further order of the Court.

Under the Business corporations Act (Alberta), as a Receiver has
been appointed, the powers of the directors of the corporation
that the Receiver is authorized to exercise may not be exercised
by the directors until the Receiver is discharged.  Accordingly,
all of the directors of the board of the corporation have resigned
and all officers have been released of their duties effective
immediately.  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.

                About Birch Mountain Resources Ltd.

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.


BOSCOV'S INC: Scraps Deal W/ Versa, Stays with Family Group
-----------------------------------------------------------
Boscov's Department Store LLC said Nov. 4 that it has signed an
Asset Purchase Agreement (APA) for the sale of substantially all
of its assets to a family group led by Albert Boscov and Edwin
Lakin. Boscov's also announced that the Company has formally
terminated the previously announced agreement with Versa Capital
Management, Inc.

"On behalf of the Company, I am very pleased that we have been
able to sign an APA that has the support of the Official Creditors
Committee," said Ken Lakin, Chairman and CEO. "I believe that this
agreement maximizes the value of our business and the return to
our creditors. It also provides certainty about the future
direction of our Company. As we move toward the completion of our
restructuring process, Boscov's will be well-capitalized and have
the resources to build a stronger and more competitive business."
The Boscov/Lakin families have had positive discussions regarding
funding for the transaction and believe that they will soon be
able to conclude a formal financing agreement. The Company hopes
to receive Bankruptcy Court approval and to close the transaction
prior to the end of November. A hearing on the sale is scheduled
for November 13 before Judge Kevin Gross.

Boscov's filed to reorganize under Chapter 11 on August 4, 2008 in
the United States Bankruptcy Court for the District of Delaware.

                        About Boscov's Inc.

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

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

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

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

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


CASTLE HILL I: Fitch Junks $29.7MM Residual Interest Sub. Notes
---------------------------------------------------------------
Fitch Ratings has affirmed three and downgraded one class of notes
issued by Castle Hill I - INGOTS, Ltd/Corp. (Castle Hill I).
These rating actions are effective immediately:

   -- $235,560,104 class A-1 first priority senior secured notes
      due 2014 affirmed at 'AAA';

   -- $32,000,000 class A-2 second priority senior secured notes
      due 2014 affirmed at 'AAA';

   -- $28,000,000 class B interest deferrable secured notes due
      2014 affirmed at 'A';

   -- $29,755,803 residual interest subordinated notes due 2014
      downgraded to 'CCC' from 'BBB'.

The rating action reflects Fitch's view on the credit risk of the
rated notes following the release of its corporate CDO rating
Criteria.

Castle Hill I is a cash flow collateralized loan obligation (CLO)
that closed in Dec. 2002 and is managed by Sankaty Adivsors, LLC.
The five-year reinvestment period ended on Dec. 3, 2007. The
portfolio is comprised of 93.8% senior secured loans and 5.1%
second lien loans. The three largest industry concentrations in
Castle Hill I are healthcare (10.5%), chemicals (9.9%), and
gaming, leisure & entertainment (8.7%). The five largest obligors
represent approximately 9% of the portfolio and the single largest
obligor accounts for approximately 1.9% of the portfolio.

The current average credit quality of the portfolio is 'B/B-'. The
portfolio has experienced some credit migration since Fitch's last
review in September 2006. Defaulted securities have increased to
6.4% of the portfolio from 0% at last review. Approximately 13% of
the performing portfolio is considered rated 'CCC+' or lower.
Additionally, 4% and 19.7% is on Rating Watch Negative or has a
Negative Outlook, respectively, by at least one rating agency,
which was factored into the analysis by making standard
adjustments as described in Fitch's updated corporate CDO
criteria. That said, these elements are mitigated by the fact that
all the overcollateralization and interest coverage tests are
still passing their test levels with cushion.

The affirmations are the result of the increase in credit
enhancement for the class A-1, A-2 and B notes. The increase in
credit support reflects the deleveraging of the class A-1 notes
through asset amortization and the application of excess spread
via the subordinate principal replenishment amount (SPRA). The
SPRA is equal to the excess of the aggregate outstanding notional
of the notes over 99.1% of the adjusted collateral. After the
reinvestment period, upon the occurrence of the SPRA, part or all
of the excess spread that would otherwise be available to the
residual interest subordinated notes is diverted to repay the
notes sequentially starting with the class A-1 notes. Since
closing, the class A-1 notes have received $54.4 million in
principal, or approximately 18.8% of the original notional amount,
from both the SPRA and asset amortization.

The residual interest subordinated notes receive Basic Interest,
Additional Interest, Supplemental Interest and Contingent Interest
from the interest waterfall. All but Basic Interest receipts are
used to reduce the rated principal balance. The downgrade to the
residual interest subordinated notes reflects unpaid Additional
Interest, Supplemental Interest and Contingent Interest over the
past few periods. Since closing, the residual interest
subordinated notes have received $20.2 million in distributions in
excess of the Basic Interest amount, reducing the rated principal
balance to $29.8 million, or 59.5% of the initial rated principal
balance. Looking ahead, payments to the residual interest
subordinated notes could be constrained by further occurrences of
the SPRA, and an increasing average cost of liabilities as the
relatively inexpensive senior notes continue to amortize.

The ratings of the class A-1 and A-2 notes address the likelihood
that investors will receive full and timely payments of interest
per the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date. The rating
of the class B notes addresses the likelihood that investors will
receive ultimate and compensating interest payments per the
transaction's governing documents, as well as the stated balance
of principal by the legal final maturity date. The rating of the
residual interest subordinated notes addresses the ultimate
payment of Basic Interest while the rated principal balance is
outstanding and the ultimate repayment of principal by the stated
maturity date. For avoidance of doubt, all distributions to the
residual interest subordinated notes in excess of the Basic
Interest are applied to reduce the rated principal balance.


CASTLE HILL II: Fitch Cuts $18.6MM Sub. Notes to BB+
----------------------------------------------------
Fitch Ratings has affirmed three and downgraded one class of notes
issued by Castle Hill II-INGOTS, Ltd/Corp. (Castle Hill II). These
rating actions are effective immediately:

   -- $275,063,494 class A first priority senior secured notes
      due 2014 affirmed at 'AAA';

   -- $22,000,000 class B-1 second priority floating-rate
      interest deferrable secured notes due 2014 affirmed at 'A';

   -- $6,000,000 class B-2 second priority fixed-rate interest
      deferrable secured notes due 2014 affirmed at 'A';

   -- $18,646,579 residual interest subordinated notes due 2014
      downgraded to 'BB+' from 'BBB'.

The rating action reflects Fitch's view on the credit risk of the
rated notes following the release of its corporate CDO rating
Criteria.

Castle Hill II is a collateralized loan obligation (CLO) that
closed in September 2002 and is managed by Sankaty Advisors, Inc.
The five-year reinvestment period ended on Oct. 15, 2007. The
portfolio is comprised of 94.3% senior secured loans, 4.4% second
lien loans, and 1.3% senior unsecured loans. The class B notes are
comprised of the class B-1 and B-2 notes. The three largest
industry concentrations in Castle Hill II are Health Care (13.4%),
Gaming, Leisure & Entertainment (7.5%), and (6.5%) Automobiles.
The five largest obligors represent approximately 10.8% of the
portfolio and the single largest obligor accounts for
approximately 2.3% of the portfolio.

The current average credit quality of the portfolio is 'B/B-'. The
portfolio has experienced some credit migration since Fitch's last
review in September 2006. Defaulted securities have increased to
2.5% of the portfolio from 0% at last review. Approximately 16.5%
of the performing portfolio is considered rated 'CCC+' or lower.
Additionally, 4.9% and 20.7% is on Rating Watch Negative or has a
Negative Outlook, respectively, by at least one rating agency,
which was factored into the analysis by making standard
adjustments as described in Fitch's updated corporate CDO
criteria. That said, these elements are mitigated by the fact that
all the overcollateralization and interest coverage tests are
still passing their test levels with cushion.

The affirmations are the result of the increase in credit
enhancement for the class A, B-1 and B-2 notes. The increase in
credit support reflects the deleveraging of the class A notes
through asset amortization and the application of excess spread
via the subordinate principal replenishment amount (SPRA). The
SPRA is equal to the excess of the aggregate outstanding notional
of the notes over 99.1% of the adjusted collateral. After the
reinvestment period, upon the occurrence of the SPRA, part or all
of the excess spread that would otherwise be available to the
residual interest subordinated notes is diverted to repay the
notes sequentially starting with the class A notes. Since closing,
the class A notes have received $46.9 million in principal, or
approximately 14.6% of the original notional amount, from both the
SPRA and asset amortization.

The residual interest subordinated notes receive Basic Interest,
Additional Interest, Supplemental Interest and Contingent Interest
from the interest waterfall. All but Basic Interest receipts are
used to reduce the rated principal balance. The downgrade to the
residual interest subordinated notes reflects Fitch's projections
of decreased Additional Interest, Supplemental Interest and
Contingent Interest available through excess spread on future
payment dates. Since closing, the residual interest subordinated
notes have received $31.4 million in distributions in excess of
the Basic Interest amount, reducing the rated principal balance to
$18.6 million, or 37.3% of the initial rated principal balance.
Looking ahead, payments to the residual interest subordinated
notes could be constrained by further occurrences of the SPRA, and
an increasing average cost of liabilities as the relatively
inexpensive senior notes continue to amortize.

The rating of the class A notes addresses the full and timely
payment of the Note Interest and the ultimate repayment of
principal by the stated maturity date. The ratings for classes B-1
and B-2 address the ultimate payment of Note Interest and the
ultimate repayment of principal by the stated maturity date. The
rating of the residual interest subordinated notes addresses the
ultimate payment of Basic Interest while the rated principal
balance is outstanding and the ultimate repayment of principal by
the stated maturity date. For avoidance of doubt, all
distributions to the residual interest subordinated notes in
excess of the Basic Interest are applied to reduce the rated
principal balance.


CHEMTURA CORP: S&P Cuts Ratings to 'BB-'; Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Chemtura Corp. to 'BB-' from
'BB'. The outlook is negative. The recovery rating on the
company's senior unsecured notes is unchanged at '4', indicating
expectations of average (30%-50%) recovery in the event of a
payment default.

"The rating actions reflect concerns regarding the company's
upcoming maturity of its $370 million senior unsecured notes due
in July 2009 and tight financial covenants, particularly given the
backdrop of challenging credit market conditions," said Standard &
Poor's credit analyst Liley Mehta. "In addition, the company's
exposure to industrial and construction end markets coupled with a
weaker outlook for the global economy will likely pressure
operating results for the balance of 2008 and 2009."

In efforts to shore up liquidity, management has implemented a
five-point action plan that includes evaluating strategic options
with a primary focus on a business divestiture, suspending its
dividend, reducing inventories, lowering capital expenditures, and
maintaining tight control on discretionary spending and
rationalizing capacity if demand declines.

The company has indicated that if market conditions permit, it
will refinance the $370 million notes with new debt securities or
redeem the notes with the proceeds from an asset sale, if one were
to occur. However, if financial market conditions remain
difficult, the company would refinance these notes under its
revolving credit facility, until it completes a refinancing
transaction. While the company had $107 million in cash and $580
million in availability under its $740 million revolving credit
facility as of Sept. 30, 2008, such an action would significantly
reduce liquidity in light of weaker operating results in 2009.

The ratings on Chemtura incorporate some vulnerability of its
operating results to competitive pricing pressures, raw-material
costs, and cyclical markets. They also reflect weakening cash flow
protection measures as a result of poor profitability and slowing
demand in certain businesses. These factors are tempered by a
diversified portfolio of specialty and industrial chemical
businesses (generating annual revenues of roughly $3.7 billion).
Credit quality has been supported by the benefits of restructuring
actions, rationalization of the number of customers and products,
and the divestiture of non-core operations in recent years.

S&P could lower the ratings in the next few months in the absence
of a potential business divestiture or debt issuance to refinance
the $370 million notes maturing in July 2009. Covenant compliance
is another key concern if weak economic conditions lead to a
reduction in earnings, or cash flow, and the company does not
reduce debt. Deterioration of the key funds from operations to
adjusted debt ratio to below 15% would also result in a review for
downgrade.


CHRYSLER LLC: Seeks Another $25BB Gov't Aid; Meets With Pelosi
--------------------------------------------------------------
John Hughes and Angela Greiling Keane at Bloomberg News reports
that General Motors Corp., Ford Motor Co., and Chrysler LLC chief
executive officers, met with House Speaker Nancy Pelosi about
their request for another $25 billion in government-backed loans.

According to Bloomberg, House Speaker Pelosi said that the meeting
was "very positive."

Bloomberg relates that United Auto Workers chief Ronald
Gettelfinger and other House members, including John Dingell of
Michigan and George Miller of California, also attended the
meeting.

Automakers, says Bloomberg, have sought $50 billion in loans from
the government since August 2008, winning half with an Energy
Department program to help retool plants to construct fuel-
efficient models.

President-elect Barack Obama, according to Bloomberg, has called
for a $175 billion stimulus package to follow the $168 billion
package signed into law in February 2008.

Bloomberg states that a stimulus bill might be a chance to get the
second $25 billion financial aid from the government.  The bill,
states the report, may be taken up before President George W. Bush
steps down.

Automakers could soon start applying for money under an existing
$25 billion package of low-interest loans to help them meet fuel-
efficiency requirements, John Crawley and Richard Cowan at Reuters
relates, citing the Bush administration.  Reuters states that the
government said it would listen to other ideas as the Democratic-
led Congress considers the request for further assistance.

Citing people familiar with the source, Jeff Green at Bloomberg
relates that GM is focused on winning government financial aid to
make it through next year, not to help a merger with 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.


CONGOLEUM CORP: Court Approves Settlement on Asbestos Dispute
-------------------------------------------------------------
The Hon. Kathryn C. Ferguson of the United States Bankruptcy Court
for the District of New Jersey approved a litigation settlement
agreement among Congoleum Corporation, the Official Committee of
Bondholders, Joseph Rice, Perry Weitz, Arthur J. Pergament, the
Future Claimants' Representative, the Official Asbestos Claimants'
Committee and certain holders of pre-petition settlements with
respect to asbestos claims against Congoleum.

The settlement agreement provides, among other things, that upon
effectiveness of a plan of reorganization for Congoleum, the
settling claimants will waive any and all rights with respect to
any pre-petition settlement of their asbestos claims against
Congoleum, and their claim will be restored to the status quo ante
as it existed as of the time the Settling Claimant initially filed
or submitted its asbestos claim against Congoleum.

The settlement agreement also provides that congoleum is released
from any and all obligations and duties imposed pursuant to any
pre-petition asbestos settlement, the collateral trust Agreement,
security agreement and any and all other agreements and amendments
thereto with respect to the pre-packaged plan of reorganization
filed by Congoleum on Dec. 31, 2003.

A full-text copy of the Litigation Settlement Agreement is
available for free at http://ResearchArchives.com/t/s?34b1

                         About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., of Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 28, 2008, in
Congoleum Corp.'s 2007 annual report filed with the U.S.
Securities and Exchange Commission, the company's management said
there is "substantial doubt about the company's ability to
continue as a going concern unless it obtains relief from its
substantial asbestos liabilities through a successful
reorganization under Chapter 11 of the Bankruptcy Code."


CONSUMERS ENERGY: S&P Hikes Unsec. Debt Rating to 'BBB-' From BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services' raised its senior unsecured
debt ratings of 30 U.S. investment-grade investor-owned utility
operating companies after reevaluating its application of notching
criteria to better reflect the relatively strong recovery
prospects of creditors in this sector.

"As a result, the senior unsecured debt of most utilities will now
be rated the same as the corporate credit rating (CCR) almost
uniformly, even when a considerable amount of secured debt is
outstanding," said Standard & Poor's credit analyst John Whitlock.

This new approach does not affect unsecured debt ratings at
unregulated affiliates, such as a holding company.

Historically, S&P has approached notching issues from a "priority"
perspective. That is, when a debt issue is junior to the company's
other debt issues, and S&P therefore view it as having inferior
recovery prospects, S&P notches that issue down from the CCR. S&P
determines the number of notches by examining the relative amounts
of secured and unsecured debt in an entity's capital structure. If
sufficient secured debt existed to disadvantage the unsecured
bondholders -- for investment-grade companies, the guideline is
20% of assets -- S&P adjusts the rating on the lower-ranked debt
to below the CCR.  The list shows those ratings that reflect the
updated application of notching criteria to utility companies. For
more information, see the commentary article "Notching Of U.S.
Investment-Grade Investor-Owned Utility Unsecured Debt Now Better
Reflects Anticipated Absolute Recovery," published on
RatingsDirect.

                Senior Unsecured Debt Ratings Raised

                                          To       From
                                          --       ----
ALLETE Inc.                               BBB+     BBB

Atlantic City Electric Co.                BBB      BBB-

Carolina Power & Light Co.
d/b/a Progress Energy Carolinas Inc.     BBB+     BBB

Cleveland Electric Illuminating Co.       BBB      BBB-

Connecticut Light & Power Co.             BBB      BBB-

Consumers Energy Co.                      BBB-     BB+

Delmarva Power & Light Co.                BBB      BBB-

Detroit Edison Co.                        BBB      BBB-

Florida Power Corp.
d/b/a Progress Energy Florida Inc.       BBB+     BBB

Idaho Power Co.                           BBB      BBB-

Kansas Gas & Electric Co.                 BBB-     BB+

Monongahela Power Co.                     BBB-     BB+

Niagara Mohawk Power Corp.                A-       BBB+

Northern States Power Co.                 BBB+     BBB

Northern States Power Wisconsin           A-       BBB+

NorthWestern Corp.                        BBB      BBB-

Ohio Edison Co.                           BBB      BBB-

PacifiCorp                                A-/      BBB+/
                                          Watch    Watch Neg
                                          Neg

Peoples Gas Light & Coke Co.              A-       BBB+

Pennsylvania Power Co.                    BBB      BBB-

Portland General Electric Co.             BBB+     BBB

Potomac Electric Power Co.                BBB      BBB-

Public Service Co. of Colorado            BBB+     BBB

Rochester Gas & Electric Corp.            BBB+     BBB

San Diego Gas & Electric Co.              A        A-

South Carolina Electric & Gas Co.         A-       BBB+

Southern California Edison Co.            BBB+     BBB

Southern California Gas Co.               A        A-

Toledo Edison Co.                         BBB      BBB-

Westar Energy Inc.                        BBB-     BB+

     * Does not include affiliates affected.


COPPERFORD LLC: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Copperford, LLC
        dba Olde Lockeford Winery
        dba Vino Piazza
        dba VIP Wine Group
        dba Vino Piazza, the Winery Plaza
        dba Vina Piazza, the Winery Plaza
        12470 Locke Rd #100
        Lockeford, CA 95237

Bankruptcy Case No.: 08-36148

Type of Business: The Debtor offers renovation services.

Chapter 11 Petition Date: November 4, 2008

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Carl W. Collins, Esq.
                  Carl W. Collins Attorney At Law
                  PO Box 3291
                  Modesto, CA 95353-3291
                  Tel: (209) 521-8100

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Jim & Susan Colafrancesco      loan              $1,500,000
9977 Kapalua Lane
Elk Grove, CA 95624-5036
Tel: (916) 747-9316

Don & Dororthy Litchfield Sr.  private loan      $100,000
311 Aspen Avenue
Bismarck, ND 58501
Tel: (701) 255-4005

Dwight Russi                   trade debt        $100,000
1126 2nd Street
Sacramento, CA 95817
Tel: (916) 442-3007

Sunflower Ranches              trade debt        $50,000

Richard Suess                  trade debt        $42,250

Matteoni, Sax & O'Laughlin     legal             $39,194

San Joaquin County Tax                           $36,141
Collector

Kroloff Law Firm               legal             $36,074

John H. Scott                  private loan      $34,500

Gus Kapiniaris/Stama           trade debt        $30,000
Winery

Douglas Litchfield             loan              $24,940

Greg P. Goehring               legal             $24,500

Brown Hall Shore & McKinley    legal             $12,169
LLP

La Rocca Vineyards             trade debt        $10,511

D-Mor Concrete Sawing          trade debt        $10,385

Henderson Bros Co. Inc.        trade debt        $9,804

R&G Schatz Farms Inc.          trade debt        $9,543

Complete Welder Supply                           $8,275

Nadalie USA                    trade debt        $8,124

Marge Black Graziano           loan              $8,113


DFC HEL TRUST: S&P Cuts Class B Rating to 'D' After Write-Down
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
class B mortgage-backed certificates issued by DFC HEL Trust
2001-1. At the same time, S&P placed its ratings on classes M-1
and M-2 on CreditWatch with negative implications.

S&P downgraded class B to 'D' because it had experienced a $46,901
principal write-down as of the Oct. 15, 2008, distribution date.
Since the April 2008 remittance, realized losses have reduced a
large portion of the principal and interest collections available
to the certificates. As a result, the transaction's spread
account, which originally provided credit support, has been
completely eroded. These losses may have also caused the class M-1
and M-2 notes to experience interest shortfalls over the past
several months.

S&P has therefore placed its ratings on these classes on
CreditWatch negative. Interest on these classes due for the Oct.
15, 2008, remittance was paid; however, a shortfall remains from
previous periods. S&P will determine over the next several weeks
if these shortfalls will be remedied. If they cannot be promptly
reimbursed, S&P may lower the ratings on these classes, possibly
to
'D'.

As of the October distribution, 8.03% of the transaction's
original pool balance remained outstanding. Total delinquencies
make up approximately 34.75% of the current pool balance, while
severe delinquencies (90-plus days, foreclosures, and real estate
owned {REO}) make up 19.69% of the current pool balance.
Cumulative realized losses make up 8.45% of the original pool
balance.

Subordination, a spread account, and excess spread originally
provided credit support for this transaction. Currently,
subordination provides 50.42% credit enhancement to class M-1 and
11.43% credit enhancement to class M-2. The certificates represent
ownership interest in a REMIC-elected trust fund consisting of
fixed-rate and adjustable-rate mortgage loans secured primarily by
one- to four-family residential properties.

                           RATING LOWERED

DFC HEL Trust 2001-1

                Rating
Class     To              From
-----     --              ----
B         D               BBB

              RATINGS PLACED ON CREDITWATCH NEGATIVE

DFC HEL Trust 2001-1

                Rating
Class     To              From
-----     --              ----
M-1       AA+/Watch Neg   AA+
M-2       A/Watch Neg     A


EL PASO: May Continue Using Cash Collateral Until November 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
granted El Paso Chile Company, Inc. and Desert Pepper Trading Co.
interim approval to continue using cash collateral of their
lenders through and including Nov. 30, 2008 (Fourth Interim
Order), to meet payroll and pay for other expenses items in
accordance with a budget, plus U.S. Trustee fees.

The Debtors are also authorized to exceed, on a weekly basis, the
amount of any line item by 5%, provided the aggregate monthly
budgeted amount for all line items is not exceeded by more than 5%
as a result of all increased expenditures.

The Debtors assured the Court that the use of cash collateral will
minimize the disruption of the Debtors' existing business, will
preserve the value of the Debtors' assets and estate, and is in
the best interests of the Debtors, their creditors, and other
parties in interest.

As adequate protection for the Debtors' use of cash collateral,
certain of their lenders -- Sovereign Business Credit and CIT
Small Business Lending Corp. -- are granted valid and perfected
liens on, and security interests in property and all of the assets
of the Debtors including those obtained after the Petition Date,
with the liens against property of the Debtors having the same
seniority and entitled to the same level of priority as among the
respective Lenders as the priority of their liens against the
Debtors' property existing on the Petition Date.

Notwithstanding the foregoing, the Court grants Sovereign a
postpetition lien on that certain Mettler-Toledo Metal Detector,
Serial Number 3040, which was purchased by the Debtors post-
petition from Sovereign's Cash Collateral, with such lien junior
only to Mettler-Toledo, the seller of the equipment.

Sovereign is likewise granted adequate protection payments which
will not be less than the scheduled monthly interest payment and
monthly servicing fee provided for in the Sovereign Loan
Documents, except as ordered by the Court upon notice and hearing.

The Debtors' indebtedness to Sovereign amounts to roughly
$2,539,000, which excludes interest and other charges, as of the
Petition Date.  This is secured by first priority liens and
security interests in substantially all of the Debtors' assets as
well as junior liens against the Debtor's real estate and in Other
Collateral.

The Debtors are indebted to CIT for roughly $645,883, plus unpaid
interest and other charges, as of the Petition Date.  This
indebtedness is secured by first priority liens and security
interests in the Debtor's assets including all equipment and
machinery, now owned of hereafter acquired, certain real
properties, and rents as defined in the CIT Loan Agreements.

A final hearing to consider the Debtors' request for the use of
the Cash Collateral will be held on Nov. 14, 2008, before the
Court.

As reported in the Troubled Company Reporter on Oct. 7, 2008, the
Debtors filed a Disclosure Statement explaining its Plan of
Reorganization with the Court.  Payments to creditors will be made
from future earnings of the Debtors.  Pursuant to the plan,
general unsecured claims, totalling $1,483,875, will be paid in
full over a period of 59 months from the effective date and a lump
sum payment on the 60th month.

Based in El Paso, Texas, El Paso Chile Company Inc. and its
affiliate Desert Pepper Trading Co. -- http://www.elpasochile.com/
-- pack and process food spices, condiments, and drinks.  El Paso
Chile filed for Chapter 11 protection on June 25, 2008 (Bankr.
W.D. Tex. Case Nos. 08-30948 and 08-30949).  Bernard R. Given, II,
Esq., at Beck & Given P.C., represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets of $1 million to $100 million,
and debts of $1 million to $100 million.


EL PASO CHILE: U.S. Trustee Objects to Disclosure Statement
-----------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 7, filed with the
U.S. Bankruptcy Court for the Western District of Texas the
objections to the disclosure statement to the plan of
reorganization of El Paso Chile Company Inc. and Desert Pepper
Trading Company.

The Disclosure Statement explains the terms of the Plan, which
offers full recovery to unsecured creditors.  The U.S. Trustee,
however, has conveyed these objections:

   1. El Paso needs to explain its basis for its projection that
      it will operate at a positive cash flow in the future.
      Based on El Paso's August operating report, the company has
      a negative cash flow of $151,668 to date.

   2. El Paso and Desert Pepper did not include the expected cost
      of counsel for the Official Committee of Unsecured
      Creditors.  El Paso and Desert Pepper should include an
      estimate of the cost that will be borne by each.

   3. El Paso states that it will pay general unsecured creditors,
      whose claims total $1,483,875, in full over 60 months
      without interest.  Assuming that El Paso were to pay $20,000
      per month for 60 months as it has said in the Plan, it would
      only pay $1,200,000 over five years.  On the other hand,
      Desert Pepper states in the text of the Disclosure Statement
      that it will pay unsecured creditors claims totalling
      $1,565,269 in full over 60 months without interest.  Desert
      Pepper adds that it will pay $15,000 per month with a
      balloon payment on the 60th month.  Exhibit B, however,
      shows that Desert Pepper will fulfil its obligations by
      paying $1,100,000 over five years.  The U.S. Trustee says
      this payout would not pay the creditors 100% of their claims
      based on the amounts listed in the text of the Disclosure
      Statement or in its exhibits.  Also, Exhibit B shows the
      Debtor paying $20,000 per month in years three to five as
      opposed to the $15,000 set forth in the text of the
      Disclosure Statement.  Desert Pepper should correct the
      inconsistencies in the Disclosure Statement.

   4. El Paso needs to explain how it arrived at its projected
      cash flow of between $869,131 and $2,100,991 in the first
      five years following Plan confirmation, when the combined
      cash flow of the company and its debtor-affiliates, which
      includes Desert Pepper) was $467,426 (2005), $407,054 (2006)
      and $141,701 (2007).  El Paso, the U.S. Trustee says, should
      explain why it believes it can reach that level of positive
      cash flow.

In view of the foregoing, the U.S. Trustee asks the Court to deny
approval of the Disclosure Statements of the Debtors until they
have addressed each of the concerns raised in his objection.

As reported in the Troubled Company Reporter on Oct. 7, 2008, the
Debtors filed a Disclosure Statement explaining its Plan of
Reorganization with the Court.  Payments to creditors will be made
from future earnings of the Debtors.

Based in El Paso, Texas, El Paso Chile Company Inc. and its
affiliate Desert Pepper Trading Co. -- http://www.elpasochile.com/
-- pack and process food spices, condiments, and drinks.  El Paso
Chile filed for Chapter 11 protection on June 25, 2008 (Bankr.
W.D. Tex. Case Nos. 08-30948 and 08-30949).  Bernard R. Given, II,
Esq., at Beck & Given P.C., represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets of $1 million to $100 million,
and debts of $1 million to $100 million.


ENCAP GOLF: Sued by New Jersey for Failed $1-Billion Project
------------------------------------------------------------
According to Bankruptcy Law 360, The New Jersey Meadowlands
Commission has sued EnCap Golf Holding LLC to regain hundreds of
acres of land the commission previously transferred for a failed
$1 billion development project.

The Star-Ledger previously stated that New Jersey killed EnCap
Golf's $1 billion project with Trump Organization to build a golf
course and 2,600 housing units in the Meadowlands, which court
documents say had become bogged down by delays, environmental
violations, and cost overruns.

As reported by the Troubled Company Reporter, EnCap Group and
Trump Organization have filed competing plans in the U.S.
Bankruptcy Court for the District of New Jersey, which has been
hearing EnCap's Chapter 11 cases.

According to The Star-Ledger, EnCap Golf's plan involves finishing
landfill cleanup and prepping a 785-acre Meadowlands property for
sale in hopes of keeping claim holders at bay.  The Star-Ledger
relates that EnCap Golf said the proposal would maximize
investors' assets by remediating the contaminated site.

EnCap Gold has warned that years of costly, taxpayer-financed
litigation could follow if the Plan were rejected.  Michael
Sirota, an attorney for EnCap Golf, said that private stakeholders
could also face tremendous risk, the report says.

                          About The NJMC

The New Jersey Meadowlands Commission is the zoning and planning
agency for a 30.4-square-mile area along the Hackensack River
covering parts of 14 municipalities in Bergen and Hudson Counties
in New Jersey. The municipalities with portions in the Meadowlands
District are Carlstadt, East Rutherford, Little Ferry, Lyndhurst,
Moonachie, North Arlington, Ridgefield, Rutherford, South
Hackensack and Teterboro in Bergen County, and Jersey City,
Kearny, North Bergen and Secaucus in Hudson County.

                         About EnCap Golf

Headquartered in East Rutherford, New Jersey, EnCap Golf
Holdings, LLC, a subsidiary of Cherokee Investment Partners of
North Carolina, develops closed landfills and other brownfield
properties into golf courses.

The company and its affiliate, NJM Capital LLC, filed for Chapter
11 protection on May 8, 2008 (Bankr. D. N.J. Lead Case No.
08-18581).  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Hackensack, New Jersey, represents the
Debtors.  The U.S. Trustee for Region 3 appointed five creditors
to serve on an Official Committee of Unsecured Creditors.
Greenberg Traurig LLP represents the Committee in this case.  The
Debtors' schedules disclose total assets of $70,056,038 and total
liabilities of $458,587,968.


FORD MOTOR: Seeks Another $25BB Gov't Aid; Meets With Pelosi
------------------------------------------------------------
John Hughes and Angela Greiling Keane at Bloomberg News reports
that General Motors Corp., Ford Motor Co., and Chrysler LLC chief
executive officers, met with House Speaker Nancy Pelosi about
their request for another $25 billion in government-backed loans.

According to Bloomberg, House Speaker Pelosi said that the meeting
was "very positive."

Bloomberg relates that United Auto Workers chief Ronald
Gettelfinger and other House members, including John Dingell of
Michigan and George Miller of California, also attended the
meeting.

Automakers, says Bloomberg, have sought $50 billion in loans from
the government since August 2008, winning half with an Energy
Department program to help retool plants to construct fuel-
efficient models.

President-elect Barack Obama, according to Bloomberg, has called
for a $175 billion stimulus package to follow the $168 billion
package signed into law in February 2008.

Bloomberg states that a stimulus bill might be a chance to get the
second $25 billion financial aid from the government.  The bill,
states the report, may be taken up before President George W. Bush
steps down.

Automakers could soon start applying for money under an existing
$25 billion package of low-interest loans to help them meet fuel-
efficiency requirements, John Crawley and Richard Cowan at Reuters
relates, citing the Bush administration.  Reuters states that the
government said it would listen to other ideas as the Democratic-
led Congress considers the request for further assistance.

Citing people familiar with the source, Jeff Green at Bloomberg
relates that GM is focused on winning government financial aid to
make it through next year, not to help a merger with Chrysler.

                    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-'.


GAINEY CORP: Hires Carl Oosterhouse as Chief Operating Officer
--------------------------------------------------------------
Chris Knape at The Grand Rapids Press reports that Gainey Corp.
has hired Carl Oosterhouse as its chief operating officer.

The Grand Rapids Press relates that Mr. Oosterhouse had been
disbarred after admitting during a hearing with the Michigan
Attorney Discipline Board in July to intentional dishonesty like
forgery, and improper use of client funds, citing mental
disabilities.  Mr. Oosterhouse's appeal of the license revocation
is pending, says The Grand Rapids Press.

According to The Grand Rapids Press, Gainey said that Mr.
Oosterhouse will supervise the firm and its subsidiaries as it
works through Chapter 11 reorganization efforts.  The report says
that Mr. Oosterhouse has been the special assistant to Gainey's
president for six months.

The Grand Rapids Press states that Mr. Oosterhouse's newly created
job at Gainey will take over some of the responsibilities that the
firm's founder and CEO Harvey Gainey used to handle.  The U.S.
Bankruptcy Court for the Western District of Michigan prohibited
Mr. Gainey from drawing a salary without further court action,
according to The Grand Rapids.

"Carl is the perfect person to be leading our reorganization based
on his vast financial and operational experience, as well as his
more than two decades of working with our team as a trusted
advisor and friend," The Grand Rapids Press quoted Mr. Gainey's
spokesperson as saying.

        Rehiring of Mark Babin as Chief Financial Officer

Gainey, according to The Grand Rapids Press, said that it will
also rehire Mark Babin as its chief financial officer.  Citing
Kathryn Cramer, the report states that Mr. Bain left Gainy after
finance officers appointed by Wachovia Bank took over the firm's
books after it defaulted on loan covenants.  Mr. Babin had worked
for PriceWaterhouseCoopers and Intelligent Decision Systems Inc.,
the reoprt says.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  The Lead Debtor listed between $50 million and $100 million
in total assets and between $100 million and $500 million in total
debts.


GAINEY CORP: May Employ AlixPartners as Restructuring Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
granted Gainey Corp. and its debtor-affiliates permission to
employ AlixPartners, LLC as their restructuring and financial
consultant, nunc pro tunc to the Petition Date.

As the Debtors' restructuring and financial consultant,
AlixPartners is expected to:

  a. assist management with the development of the company's
     revised business plan and forecast, and such other forecasts
     as may be required in connection with negotiations for
     covenant relief or by the company for other corporate
     purposes.

  b. assist the company and its management in updating and
     managing cash flow forecasting and related methodologies and
     to assist with planning for alternatives as requested by the
     company.

  c. assist management with the coordination of information flow
     between the company and its lenders, bondholders, and other
     stakeholders and their advisors.

  d. work with the senior management and other employees of the
     company and its advisors to provide financial consulting
     services and restructuring advice.

  e. assist with such other matters as may be requested that fall
     within AlixPartners' expertise and that are mutually
     agreeable.

To the best of the Debtors' knowledge, AlixPartners does not hold
or represent any interest materially adverse to the interest of
the Debtors or their estates and that the firm is a "disinterested
person" as that term is defined under Sec. 101(14) of the
Bankruptcy Code.

As compensation for their services, AlixPartners' professionals
bill:

                           Hourly Rates
                           ------------
     Managing Directors        $575
     Directors                 $475
     Vice Presidents           $375
     Associates                $275
     Analysts                  $200

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., and John
T. Schuring, Esq. at Dickinson Wright PLLC represent the Debtor as
counsel.  The Lead Debtor listed between $50 million and
$100 million in total assets and between $100 million and
$500 million in total debts.


GAINEY CORP: May Employ DW Associates as Limited Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
granted Gainey Corp. and its debtor-affiliates authority to employ
DW Associates LLC as their limited financial advisor.

The Debtors initially retained DWA on or about July 3, 2008, for
financial assistance in connection with the Debtors' attempted
restructuring of their businesses and financial affairs, and
requires the ongoing services of DWA in connection with certain
"First Day Motions", and the resolution of issues relating to the
use of cash collateral, to facilitate the transition to
AlixPartners, the Debtors' restructuring and financial consultant,
and to provide limited additional financial support to the Debtors
on an ongoing basis.

As the Debtors' limited financial advisor, DWA is expected to:

  a. assist the Debtors with information and analyses required
     pursunat to the Debtors' postpetition use of cash collateral;

  b. assist with the identification and implementation of short-
     term cash management procedures;

  c. assist in the preparation of financial information for
     distribution to creditors and others, including, but not
     limited to, cash receipts and disbursement analyses, analysis
     of various asset and liability accounts, and analysis of
     proposed transactions for which this Court's approval is
     sought;

  d) assist in developing accounting and operating procedures to
     segregate prepetition and postpetition business transactions;

  e) assist the Debtors in the identification of executory
     contracts and unexpired leases and performing of cost/benefit
     evaluations with respect to the assumption or rejection of
     each'

  f) assist the Debtors in the preparation of financial related
     disclosures required by this Court, including the Schedules
     of Assets and Liabilities, the Statement of Financial
     Affairs, and Monthly Operating Reports;

  g) assist the Debtors in responding to and tracking reclamation
     claims;

  h) provide assistance with implementation of court orders;

  i) participate in meetings and provide support to the Debtors
     and their other professional advisors in negotiations with
     potential investors, banks and other secured lenders, any
     creditors' committee appointed in the case, the Office of the
     United States Trustee, other parties-in-interest, and
     professionals hired by the same, as requested; and

  j) render such other restructuring and general business
     consulting or such other assistance for the Debtors and their
     affiliates as the Debtors' management or counsel may request,
     that are not duplicative of services provided by other
     professionals retained in these cases.

To the best of the Debtor's knowledge, DWA does not hold or
represent any interest materially adverse to the Debtors or their
estates, and that the firm is a "disinterested person" as that
term is defined under Sec. 101(14) of the Bankruptcy Code.

As compensation for their services, DWA's professionals current
bill:
                                Hourly Rate
                                -----------
       Managing Directors          $275
       Directors                   $200
       Analysts                    $125

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., and John
T. Schuring, Esq. at Dickinson Wright PLLC represent the Debtor as
counsel.  The Lead Debtor listed between $50 million and
$100 million in total assets and between $100 million and
$500 million in total debts.


GAINEY CORP: Section 341(a) Creditors' Meeting Set for Nov. 24
--------------------------------------------------------------
The United States Trustee for Region 9 will convene a meeting of
Gainey Corporation's creditors at 1:00 p.m., on Nov. 24, 2008, at
Ledyard Building, Second Floor, 125 Ottawa NW, Suite 202R, in
Grand Rapids, Michigan.

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

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

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., and John
T. Schuring, Esq. at Dickinson Wright PLLC represent the Debtor as
counsel.  The Lead Debtor listed between $50 million and
$100 million in total assets and between $100 million and
$500 million in total debts.


GENERAL MOTORS: Seeks Another $25BB Gov't Aid; Meets With Pelosi
----------------------------------------------------------------
John Hughes and Angela Greiling Keane at Bloomberg News reports
that General Motors Corp., Ford Motor Co., and Chrysler LLC chief
executive officers, met with House Speaker Nancy Pelosi about
their request for another $25 billion in government-backed loans.

According to Bloomberg, House Speaker Pelosi said that the meeting
was "very positive."

Bloomberg relates that United Auto Workers chief Ronald
Gettelfinger and other House members, including John Dingell of
Michigan and George Miller of California, also attended the
meeting.

Automakers, says Bloomberg, have sought $50 billion in loans from
the government since August 2008, winning half with an Energy
Department program to help retool plants to construct fuel-
efficient models.

President-elect Barack Obama, according to Bloomberg, has called
for a $175 billion stimulus package to follow the $168 billion
package signed into law in February 2008.

Bloomberg states that a stimulus bill might be a chance to get the
second $25 billion financial aid from the government.  The bill,
states the report, may be taken up before President George W. Bush
steps down.

Automakers could soon start applying for money under an existing
$25 billion package of low-interest loans to help them meet fuel-
efficiency requirements, John Crawley and Richard Cowan at Reuters
relates, citing the Bush administration.  Reuters states that the
government said it would listen to other ideas as the Democratic-
led Congress considers the request for further assistance.

Citing people familiar with the source, Jeff Green at Bloomberg
relates that GM is focused on winning government financial aid to
make it through next year, not to help a merger with 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.


GOODYEAR TIRE: S&P Revises Outlook to Stable; 'BB-' CCR Affirmed
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on The
Goodyear Tire & Rubber Co. (BB-/Stable/--) to stable from
positive.

"The outlook revision reflects our view that we do not expect the
company's credit measures to improve significantly enough during
2009 to support a higher rating," said Standard & Poor's credit
analyst Lawrence Orlowski. "We are concerned about the effect of
falling tire demand primarily in North America and Europe but also
in Latin America as economic conditions deteriorate. Moreover,
North American operations continue to generate weak segment
operating margins and this is unlikely to change in light of lower
demand, even though the company has been adapting to the economic
downturn by cutting production, enhancing manufacturing
efficiencies, and controlling spending," the analyst continued.

The 'BB-' long-term corporate credit rating on Goodyear reflect
its aggressive financial risk profile characterized by weak
earnings in North America and a leveraged capital structure.
Akron, Ohio-based Goodyear has a weak business profile, which
reflects tough global tire industry conditions and the company's
high fixed-cost structure. These factors more than offset the
company's business strengths, including its position as one of the
three largest global tire manufacturers, good geographic
diversity, strong distribution, and a well-recognized brand name.

The rating incorporates S&P's expectation that Goodyear's leverage
will continue declining over the next year as the company reduces
its cost structure by improving labor productivity, rationalizing
its production, and sourcing raw materials in low-cost countries.
However, such improvements are likely to be modest at best given
the deteriorating economic environment over the next 12 to 18
months. For the current rating, S&P expects adjusted debt to
EBITDA to be less than 4x and funds from operations (FFO) to
debt to be greater than 15%. Based on the last 12 months ended
Sept. 30, 2008, these measures were 3.9x and 18%, respectively.

S&P could revise the outlook back to positive if demand and
profitability in North America and demand in Europe begin to
rebound and credit measures start to reflect this. S&P could
ultimately raise the ratings if the company sustained FFO to debt
at or above 25% and adjusted debt to EBITDA of less than 3.5x.
This would require about a 12% increase in EBITDA when compared
with the adjusted EBITDA for the last-12-months ended Sept. 30,
2008. Also, this would require a 39% increase in FFO when compared
with number for the last-12-months ended Sept. 30, 2008.

Conversely, S&P could revise the outlook to negative if adjusted
EBITDA exceeds 4x and FFO to debt falls below 15%, most likely
driven by volumes in most of Goodyear's markets that are lower
than S&P currently anticipates.


GAYLORD ENTERTAINMENT: S&P Puts 'B+' Rating on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Nashville, Tenn.-based Gaylord Entertainment Co., including the
'B+' corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch listing reflects our concern that, with the
lodging environment continuing to weaken, Gaylord's credit
measures will deteriorate to a level that is no longer aligned
with the current rating," said Standard & Poor's credit analyst
Liz Fairbanks.

S&P believes that the company's small portfolio of hotels,
increased reliance on transient business, and increased group
attrition rates could pressure EBITDA generation in 2009 and
result in S&P's measure of debt to EBITDA increasing meaningfully
above its 6.0x threshold for the 'B+' rating. Attrition rates,
which were 9.7% in third-quarter 2008, may continue to increase in
2009 as group bookings are delayed or canceled. Net definite room
nights booked, which for all future periods in October was down 3%
from October 2007, could also continue to weaken in 2009, further
pressuring
profitability.

In resolving the CreditWatch listing, S&P's review will focus on
the company's increased reliance on transient customers, increased
group attrition rates, and the company's ability to adjust its
cost structure to help offset expected revenue declines. S&P will
also consider any liquidity implications to expected weaker
operating performance, as well as the company's planned capital
spending projects, which have been delayed.


GOE LIMA: Creditors Committee Taps Frost Brown as Counsel
---------------------------------------------------------
The committee of unsecured creditors appointed in GOE Lima, LLC's
bankruptcy case asks the U.S. Bankruptcy Court for the Northern
District of Ohio for authority to retain Frost Brown Todd as its
counselm effective as of Oct. 24, 2008.

As the Creditors Committee's counsel, Frost Brown will:

  a) advise the Committee with respect to its powers, duties and
     responsibilities in the case;

  b) provide assistance in the Committee's investigation of the
     acts, conduct, assets, liabilities and financial condition of
     the Debtor, the operation of the Debtor's business and
     desirability of the continuance of such business, and any
     other matters relevant to the case or to the negotiation and
     formulation of a plan;

  c) prepare on behalf of the Committee all necessary pleadings
     and other documentation;

  d) advise the Committee with respect to the Debtor's formulation
     of a plan, the Debtor's proposed plans with respect to the
     prosecution of claims against various third parties and any
     other matters relevant to the case or to the formulation of a
     plan in this case;

  e) provide assistance, advice and representation with respect to
     any legal decision involving interests represented by the
     Committee;

  f) represent the Committee in hearings and proceedings involving
     the Committee; and

  g) perform such other legal services as may be necessary and in
     the interest of the creditors and the Committee.

Ronald E. Gold, Esq., a member of Frost Brown, assures the Court
that the firm does not hold or represent any interest adverse to
the Debtor or its estate, and that the firm is a "disinterested
person" as that term is defined under Sec. 101(14) of the
Bankruptcy Code.

As compensation for their services, Frost Brown's professionals
bill:

                           Hourly Rate
                           -----------
       Members              $295-$455
       Associates           $160-$240
       Paralegals           $105-$130

Headquartered in Lima, Ohio, GOE Lima LLC -- http://www.go-
ethanol.com/ -- operates an ethanol production facility.  The
company filed for protection on Oct. 14, 2008 (Bankr. N.D. Ohio
Case No. 08-35508).  Taft Stettinius & Hollister LLP is the
Debtor's proposed bankruptcy counsel.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$100 million to $500 million each.


GOE LIMA: Gets Interim Authority to Obtain $2.99MM DIP Loan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio has
authorized GOE Lima, LLC, on an interim basis, to obtain
postpetition financing not to exceed $2,900,000 pursuant to that
certain Line of Credit Note, dated as of Oct. 17, 2008.

As security for the payment of the post-petition financing, the
Lenders are granted security interests, liens and mortgages in and
upon all prepetition and post-petition real and personal, tangible
and intangible property and assets of the Debtor, both existing or
hereafter acquired.

Pursuant to the order, the Debtor may only borrow funds under the
DIP Note to the extent that Cash Collateral is insufficient,
solely for the purpose of paying for those items reflected in the
budget.

                      Use of Cash Collateral

The Court also authorized the Debtor to use their lenders' cash
collateral to finance the ordinary costs of its operations,
maintain business relationships with vendors, suppliers and
customers, make payroll and make capital expenditures, pursuant to
a 2-week budget.  The Debtor told the Court that without access to
Cash Collateral, the Debtor and its estate would suffer immediate
and irreparable harm.  The Debtor also told the Court that the DIP
financing represents the best financing currently available to it.

            Superpriority Administrative Claim Status

The DIP Lenders are granted an allowed superpriority
administrative expense claim pursuant to Sec. 364(c) of the
Bankruptcy Code, which shall have priority over all other costs
and expenses of administration of any kind, subject only to a
Carve-Out for the payment claims of professionals of the Debtor,
the payment of claims of professionals for the Creditors'
Committee, and the payment of unpaid fees payble to the U.S.
trustee and Clerk of the Bankruptcy Court.

                       Adequate Protection

As adequate protection for the payment of the Pre-petition Senior
Obligations, the Prepetition Senior Lenders are granted
replacement liens and security interests in and all of the DIP
Collateral, subordinate only to the Carve-Out, the DIP Liens and
the Permitted Prior Liens, and shall be senior and superior to the
Subordinate Liens and Related Rights.

A final hearing on the Debtor's Motion is scheduled for Nov. 13,
2008.  Objections are due no later than Nov. 10, 2008.

                        Pre-Petition Debt

As of the Petition Date, GOE Lima is indebted to SunTrust Bank, as
administrative agent and collateral agent for itself and the
Prepetition Senior Lenders and the other lenders in the aggregate
principal amount of $90,000,000, plus accrued interest and other
fees and and expenses, secured by substantially all of the
Debtor's assets and property.

The Debtor is also indebted to the pre-petition junior lenders
in the aggregate principal amount of $25,000,000, plus all
accruing interest, fees and expenses, secured by a second priority
security interest in the Prepetition Senior Collateral.

Headquartered in Lima, Ohio, GOE Lima LLC -- http://www.go-
ethanol.com/ -- operates an ethanol production facility.  The
company filed for protection on Oct. 14, 2008 (Bankr. N.D. Ohio
Case No. 08-35508).  Taft Stettinius & Hollister LLP is the
Debtor's proposed bankruptcy counsel.  When the Debtor filed for
protection from its creditors, its listed assets and debts between
$100 million to $500 million each.


GOE LIMA: Taps GlassRatner Advisory as Financial Advisor
--------------------------------------------------------
GOE Lima LLC asks the U.S. Bankruptcy Court for the Northern
District of Ohio for authority to employ GlassRatner Advisory &
Capital Group, LLC as its financial advisor, nunc pro tunc to its
bankruptcy petition date.

As the Debtor's financial advisor, GlassRatner will:

  a) develop and maintain cash flow forecasting, flash reports,
     and other management reporting tools;

  b) support and augment the Debtor's accounting, finance, and
     treasury function;

  c) ensure that only bona fide and necessary expenses are paid;

  d) assist in developing information to be shared with outside
     users such as lenders and investors;

  e) review and ensure that funding requests are correctly
     documented;

  f) assist the Debtor with any and all restructuring activities;
     and

  g) perform other duties as may be requested.

As compensation for their services, GlassRatner professionals bill
$150 to $475 hourly for partners and additional support, with a
previously agreed to 10% discount for professionals' rates and 1/2
time billed for travel.

To the best of the Debtor's knowledge, GlassRatner's principals
and employees do not hold or represent any interest adverse to the
Debtor or its estate, and that the firm is a "disinterested
person" as that termis defined in Sec. 101(14) of the Bankruptcy
Code.

Headquartered in Lima, Ohio, GOE Lima LLC -- http://www.go-
ethanol.com/ -- operates an ethanol production facility.  The
company filed for protection on Oct. 14, 2008 (Bankr. N.D. Ohio
Case No. 08-35508).  Taft Stettinius & Hollister LLP is the
Debtor's proposed bankruptcy counsel.  When the Debtor filed for
protection from its creditors, its listed assets and debts between
$100 million to $500 million each.


GOE LIMA: Section 341(a) Creditors' Meeting Set for November 20
---------------------------------------------------------------
The United States Trustee for Region 9 will convene a meeting of
GOE Lima LLC's creditors at 1:30 P.M., on Nov. 20, 2008, at Ohio
Building, 420 Madison Avenue, Room 680, in Toledo, Ohio.

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

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

Headquartered in Lima, Ohio, GOE Lima LLC -- http://www.go-
ethanol.com/ -- operates an ethanol production facility.  The
company filed for protection on Oct. 14, 2008 (Bankr. N.D. Ohio
Case No. 08-35508).  Taft Stettinius & Hollister LLP is the
Debtor's proposed bankruptcy counsel.  When the Debtor filed for
protection from its creditors, its listed assets and debts between
$100 million to $500 million each.


GRANDE COMMUNICATIONS: Moody's Cuts PDR to Caa3; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service lowered its ratings for Grande
Communications Holdings, Inc. (Grande). The downgrades reflect
heightened default risk given weak liquidity and growing concerns
about the sustainability of operations under the current capital
structure. Grande derives its liquidity primarily from internal
sources, mainly consisting of cash balances which are expected to
erode to minimum requisite levels in accordance with the terms
governing the company's senior secured bond indenture at some
point during 2009. The negative rating outlook reflects Moody's
expectation that a restructuring may be required over the next 12-
to-18 months, under less than optimal market conditions, and that
further rating pressure (particularly related to the probability
of default rating) would subsequently ensue.

   Grande Communications Holdings, Inc.

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

   * Outlook, Changed To Negative From Stable

   * Downgraded Corporate Family Rating to Caa2 from Caa1

   * Downgraded Probability of Default Rating to Caa3 from Caa1

   * Downgraded Senior Secured Bond rating to Caa2 from Caa1,
     LGD3, 31%

Grande has no revolving credit facility and relies on balance
sheet cash (approximately $35 million as of June 30, 2008) and
cash from operations to fund its capital expenditures
(approximately $32 million over the twelve months ended June 30)
and annual cash interest expense of approximately $28 million.
Covenants in Grande's bond indentures prohibit capital
expenditures if the cash balance falls below $20 million, and
Moody's believes the company will face a significant challenge in
maintaining this level over the next year. However, the company
does have a 60-day period to cure such a breach. The rate of cash
burn has abated somewhat to approximately $19 million for the
trailing twelve months ended June 30, from over $20 million in
prior years, but remains high, nonetheless. The bulk of Grande's
capital expenditures support growth, and the company could
subsequently reduce the rate of new customer acquisitions and thus
minimize its capital expenditures. However, Moody's considers this
scenario somewhat unrealistic given existing marketing plans to
drive customer growth and management's strategic goal of
demonstrating a growth trajectory as a means of enhancing long-
term value creation and, presumably, the saleability of the
business. Of note, Moody's has shifted to an above-average
recovery (below-average loss-given-default) expectation predicated
on the perceived value of the company's assets relative to a less-
than-anticipated leveraged capital structure proforma for the
current assumed restructuring scenario.

Grande's Caa2 corporate family rating reflects its weak liquidity
profile, including negative free cash flow and weak fixed charge
coverage, high leverage, lack of scale, and highly competitive
operating environment. Its upgraded network, high penetration of
multiple services, and track record of margin improvement lend
support to the rating.

In July 2007, Moody's affirmed Grande's Caa1 corporate family
rating and lowered the probability of default rating to Caa1 from
B3.

Grande Communications Holdings, Inc., headquartered in San Marcos,
Texas, is a privately-owned retail provider of video, Internet and
telephony services, primarily serving communities in six Texas
markets. The company also serves enterprise customers and has a
wholesale Internet and telephony business. Its annual revenue is
approximately $200 million.


GREATWIDE LOGISTICS: 363 Sale Cues Moody's to Withdraw Ratings
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Greatwide
Logistics Services, Inc., including the probability of default
rating of D, and corporate family rating of Ca.

The ratings were withdrawn as the result of the announced sale of
the company to an investor group under Section 363 of the United
States Bankruptcy Code.

Moody's last rating action on Greatwide took place July 11, 2008
when the corporate family rating was downgraded to Ca from Caa1.

Greatwide Logistics Services, Inc., headquartered in Irving,
Texas, is a leading non-asset based North American provider of
dedicated "closed loop" transportation services to the grocery and
consumer products sectors. The company also provides non-asset-
based truckload management, truck brokerage and warehouse and
distribution logistics services. Greatwide is a wholly-owned
subsidiary of GWLS Holdings, Inc. (not rated).


HILLMAN GROUP: S&P Cuts Corp. Credit Rating to 'B-' from 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Cincinnati, Ohio-based The Hillman
Group Inc. to 'B-' from 'B'. At the same time, S&P lowered its
senior secured bank loan rating to 'B+' from 'BB-'. The outlook is
negative. This action affects about $275 million of rated debt. As
of June 30, 2008, the company had about $600 million of debt,
which is adjusted for operating leases, preferred stock, accrued
dividends on preferred stock, management purchased preferred
options, and 50% equity credit on junior subordinated debentures.

The downgrade is based on the company's very tight liquidity, high
debt leverage, and a challenging operating environment.

Given the weak U.S. economy and housing market, S&P believes the
company will be challenged to materially improve leverage and gain
greater flexibility under its covenants in the near term. S&P also
expects the company will need to address the refinancing of its
bank facility as its $40 million revolver matures in March 2010
and it faces significantly increased amortization under its term
loan beginning in June 2010.

The outlook is negative. Hillman maintains high leverage in the
mid-7x area, which S&P does not expect will improve significantly
in the near term, given the weak U.S. economy and housing market.

"We also expect the company's liquidity to remain weak over the
near term, as its faces a tight cushion under its financial
covenants that have further step-downs," stated Standard & Poor's
credit analyst Patrick Jeffrey. We could consider a lower rating
if Hillman violates its bank covenants, which could result from an
EBITDA decline of about 5%.

"We could consider an outlook revision to stable if the company
can materially improve the cushion under its financial covenants
and address its revolver maturity and stepped-up amortization
under its term loan that begins in 2010," he continued.


INNOVATIVE STRUCTURES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Innovative Structures, Inc.
        5222 Pirrone Ct #301
        Salida, CA 95368

Bankruptcy Case No.: 08-92385

Type of Business: The Debtor operates a construction company.

Chapter 11 Petition Date: November 5, 2008

Court: Eastern District of California (Modesto)

Judge: Robert S. Bardwil

Debtor's Counsel: David C. Johnston
                  1014 16th St.
                  P.O. Box 3212
                  Modesto, CA 95353
                  Tel: (209) 521-6260

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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


INTERSTATE HOTELS: S&P Puts 'B' Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Arlington, Va.-based Interstate Hotels & Resorts Inc., including
the 'B' corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch listing reflects our concerns around the
potential for Interstate to violate its financial maintenance
covenants in 2009, given our expectation for continued weakness in
the lodging sector," explained Standard & Poor's credit analyst
Liz Fairbanks.

S&P estimates that the bank's calculation of Interstate's
leverage, as measured by total debt to EBITDA, was in the low-5x
area at the end of September, versus a covenant level of 5.75x.
Given S&P's expectation for sustained weakness in the lodging
sector in 2009 and its impact on Interstate's profitability, S&P
is concerned that the cushion relative to covenants could
deteriorate over the near term.

In resolving the CreditWatch listing, S&P will consider the impact
of the declining lodging operating environment on Interstate's
credit measures and assess whether a covenant default will occur
and over what time horizon. S&P will also consider how amenable
lenders would likely be to easing covenant levels.


JPMORGAN CHASE TRUST: S&P Junks Ratings on Classes N & P Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP6.
Concurrently, S&P affirmed its ratings on the remaining classes
from this transaction.

The lowered ratings reflect credit concerns with seven loans
($44.3 million, 2.1%) in the pool that have reported debt service
coverage (DSC) levels that are less than 1.0x. The downgrades also
reflect concerns with six assets that are currently with the
special servicer. The affirmed ratings reflect credit enhancement
levels that provide adequate support through various stress
scenarios.

Fourteen loans in the pool ($126.2 million; 6.0%) have reported
DSCs of less than 1.0x based on year-end 2007 financial data. The
loans are secured by a variety of retail, multifamily, office, and
industrial properties that have experienced an average decline in
DSC of 49% since issuance. Standard & Poor's has credit concerns
with seven of the 14 loans (2.1%). The properties collateralizing
the remaining seven loans (3.9%) posted improved operating
performance based on interim 2008 financial data provided by the
servicer and, thus, these loans are not credit concerns at this
time.

There are six loans totaling $78.3 million (3.7%) that are with
the special servicer, LNR Partners Inc. (LNR). Details of the
specially serviced loans are:

     -- The Bigg's Place loan ($29.6 million, 1.4%) is secured by
a 402,634-sq.-ft. anchored retail center in Cincinnati, Ohio,
built in 1984 and renovated in 2000. The property's tenants
include Bigg's Hypermarket (not rated {NR}; 47.4% of net rentable
area {NRA}; the lease expires in 2011), Hobby Lobby (NR; 13.8% of
NRA; the lease expires in 2012), and Gold's Gym (NR; 9.6% of NRA;
the lease expires in 2012). The loan was transferred to the
special servicer in June 2008 after the borrower requested an
extension for the loan's interest-only period, which expired in
October 2008. The request for extension was denied, but the loan
remains current. The special servicer, however, will retain the
loan for performance monitoring. As of year-end 2007, the property
had a reported occupancy of 88.3% and DSC of 1.09x.

     -- The Richland Centre loan ($19.8 million, 0.9%) is secured
by a 231,455-sq.-ft. anchored retail center in North Richland
Hills, Texas, approximately 27.5 miles northwest of Dallas, that
was built in 1993. The loan was transferred to the special
servicer in August 2008 due to imminent default after four tenants
vacated the property, resulting in a 49.7% physical occupancy and
a 61.8% economic occupancy. The loan is past its grace period, but
less than 30 days past due. The special servicer has retained
legal counsel to initiate the foreclosure process and is awaiting
third-party reports. Standard & Poor's expects a moderate loss
upon the liquidation of this asset.

     -- The Harbor Grand Apartments loan ($18.5 million, 0.87%) is
secured by a 192-unit multifamily complex in Lake Elsinore,
Calif., in western Riverside County, that was built in 1988 and
renovated in 2007. The loan is in imminent default due to cash
flow problems. As of year-end 2007, the property had a reported
occupancy of 91.7% and DSC of 0.86x. The loan is 30 days past due.

     -- The University Loft loan ($5.3 million, 0.25%) is secured
by a 101-unit student housing complex in Tallahassee, Fla., that
was built in 1966 and renovated in 2005. The loan was transferred
to the special servicer in September 2008 due to a decline in
occupancy at the property resulting from an economic slowdown in
the state of Florida, reduced enrollment at Florida State
University, and an oversupplied student housing market. The loan
is 60 days past due. The lender has retained legal counsel to
initiate the foreclosure process, and the special servicer is
awaiting third-party reports. Standard & Poor's expects a moderate
loss upon the liquidation of this asset.

     -- The Palm Courts Apartments loan ($1.4 million, 0.07%) is
secured by a 50-unit garden apartment complex in Panama City,
Fla., that was built in 1970 and renovated in 2005. The loan was
transferred to the special servicer in July 2008 due to the
borrower's request for debt relief. The loan is current and
remains with the special servicer, who will continue to monitor
the loan's performance. As of year-end 2007, the property had a
reported occupancy of 66.0% and DSC of 0.08x.

     -- The Rockaway Avenue Retail loan ($3.7 million, 0.17%) is
secured by a 20,000-sq.-ft. anchored retail complex in Brooklyn,
N.Y., built in 1930 and renovated in 2005. The loan was
transferred to the special servicer in June 2008 and is more than
90 days past due. All attempts to contact the borrower have
failed, and a motion to foreclose was filed in August 2008. The
special servicer filed a motion to appoint a receiver in September
2008 and is awaiting the court's decision. Based on an appraisal
dated July 2008, Standard & Poor's expects a minor loss upon the
liquidation of this asset.

As of the Oct. 15, 2008 remittance report, the collateral pool
consisted of 163 loans with an aggregate balance of $2.121
billion, compared with 163 loans with a balance of $2.143 billion
at issuance. The master servicers, Capmark Finance Inc. (Capmark)
and Midland Loan Services Inc. (Midland), reported financial
information for 97% of the pool. Eighty-four percent of the
servicer-provided information was full-year 2007 data, 14% was
interim 2008 data, and the remaining was full year or interim 2006
data. Based on this data, Standard & Poor's calculated a weighted
average DSC of 1.74x for the pool, up from 1.55x at issuance.

The credit characteristics of the Smith Haven Mall (8.5%),
Centerpoint II (3.2%), 215 Park Avenue South (1.8%), Gainey Suites
Hotel (0.59%), and 10 Stanton Street (0.50%) loans were consistent
with those of investment-grade rated obligations at issuance.
Standard & Poor's adjusted valuations of the properties securing
these loans are comparable to their valuations at issuance.

Capmark and Midland reported a watchlist of 20 loans with an
aggregate outstanding balance of $349 million (16.5%). The largest
loan on the watchlist is also the largest loan in the pool.
Details are:

     -- The Centro Portfolio loan (11.3%) is the largest loan in
the pool with a trust and whole-loan balance of $240 million. The
loan is secured by 12 cross-collateralized and cross-defaulted
first mortgages encumbering 12 anchored retail centers containing
a total of 2,558,521 million sq. ft. located in five states on the
East Coast. The properties were built between 1966 and 1998 and
range in size from 17,000 sq. ft. to 386,820 sq. ft. The loan
appears on the watchlist because the sponsor, Centro Properties
Inc., is in final phase negotiations with its public and private
lenders to refinance various lines of credit. The real estate
assets exhibit strong performance, reporting a weighted average
portfolio occupancy of 96.6% and DSC of 1.39x, as of the trailing-
12-months ended June 30, 2008.

The top 10 loans have an aggregate outstanding trust balance of
$942.4 million (44%) and weighted average DSC of 1.87x, up from
1.77x at issuance. Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 exposures and all of the properties were characterized
as "good."

Standard & Poor's identified three collateral properties ($14.7
million; 10.7%) in areas affected by Hurricane Ike. All of the
reported damage was minimal and related to the properties'
landscaping, signage, flashing, fencing, or parking lot light
covers. All three properties have windstorm coverage, and one of
the properties has flood insurance.

In arriving at its adjusted ratings, Standard & Poor's stressed
loans that were credit concerns, including the aforementioned low
DSC loans and the specially serviced loans.

                         RATINGS LOWERED

JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP6
Commercial mortgage-pass through certificates

           Rating
Class    To      From         Credit enhancement (%)
-----    --      ----         ----------------------
J        BB      BB+                            2.78
K        BB-     BB                             2.27
L        B+      BB-                            2.02
M        B-      B+                             1.77
N        CCC     B                              1.52
P        CCC-    B-                             1.14

                         RATINGS AFFIRMED

JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP6
Commercial mortgage-pass through certificates

Class    Rating            Credit enhancement (%)
-----    ------            ----------------------
A-1      AAA                                30.30
A-2      AAA                                30.30
A-3FL    AAA                                30.30
A-3B      AAA                               30.30
A-4      AAA                                30.30
A-SB     AAA                                30.30
A-1A     AAA                                30.30
A-M      AAA                                20.20
A-J      AAA                                12.50
B        AA                                 10.23
C        AA-                                 9.34
D        A                                   7.70
E        A-                                  6.69
F        BBB+                                5.30
G        BBB                                 4.29
H        BBB-                                3.28
X-1      AAA                                  N/A
X-2      AAA                                  N/A

                      N/A -- Not applicable


* 30 Ratings Lowered On 7 U.S. CDO of ABS Deals; $5.57 Billion Of
Issuance Affected

Standard & Poor's Ratings Services lowered its ratings on 30
tranches from seven U.S. cash flow and hybrid collateralized debt
obligation (CDO) transactions. S&P removed 15 of the lowered
ratings from CreditWatch with negative implications. The ratings
on nine of the downgraded tranches are on CreditWatch with
negative implications, indicating a significant likelihood of
further downgrades. The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets currently have ratings on CreditWatch with negative
implications or have significant exposure to assets rated in the
'CCC' category.

The downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $5.57 billion. Four of the seven affected
transactions are mezzanine structured finance (SF) CDOs of asset-
backed securities (ABS), which are collateralized in large part by
mezzanine tranches of residential mortgage-backed securities
(RMBS) and other SF securities. Two of the affected transactions
are high-grade SF CDOs of ABS that were collateralized at
origination primarily by 'AAA' through 'A' rated tranches of RMBS
and other SF securities. The other transaction is a CUSIP
commercial mortgage-backed securities (CMBS) CDO that was
collateralized at origination primarily by CMBS. The CDO
downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS.

In addition, Standard & Poor's reviewed the ratings assigned to N-
Start Real Estate CDO III Ltd. and has left the ratings at their
current levels based on the current credit support available to
the tranches.

To date, S&P has lowered its ratings on 4,001 tranches from 891
U.S. cash flow, hybrid, and synthetic CDO transactions as a result
of stress in the U.S. residential mortgage market and credit
deterioration of U.S. RMBS. In addition, ratings from 444
transactions are currently on CreditWatch with negative
implications for the same reasons.

In all, S&P has downgraded $477.91 billion of CDO issuance.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                          RATING ACTIONS

                                              Rating
Transaction                   Class      To             From
-----------                   -----      --             ----
Barrington II CDO Ltd.        A1-M       CC             BB/Watch Neg
Barrington II CDO Ltd.        A1-Q       CC             BB/Watch Neg
Belle Haven ABS CDO 2005-1    A-1        B-/Watch Neg   BBB+/Watch Neg
Belle Haven ABS CDO 2005-1    A-2        CC             BB-/Watch Neg
Belle Haven ABS CDO 2005-1    B          CC             B-/Watch Neg
Belle Haven ABS CDO 2005-1    C          CC             CCC-/Watch Neg
Diversey Harbor ABS CDO Ltd.  A-1M       CCC-/Watch Neg A-/Watch Neg
Diversey Harbor ABS CDO Ltd.  A-1Q       CCC-/Watch Neg A-/Watch Neg
Diversey Harbor ABS CDO Ltd.  A-2        CC             BB-/Watch Neg
Fortius I Funding Ltd.        A-1        B/Watch Neg    AA-/Watch Neg
Fortius I Funding Ltd.        A-2        B-/Watch Neg   AA-/Watch Neg
Fortius I Funding Ltd.        B          CC             BBB/Watch Neg
Fortius I Funding Ltd.        C          CC             BB/Watch Neg
Fortius I Funding Ltd.        D          CC             CCC+/Watch Neg
Fortius I Funding Ltd.        E          CC             CCC-/Watch Neg
Los Robles CDO Ltd.           TRS        Asrp/Watch Neg AAsrp/Watch Neg
Los Robles CDO Ltd.           A-1a       A/Watch Neg    AA/Watch Neg
Los Robles CDO Ltd.           A-1b       BB+/Watch Neg  AA/Watch Neg
Los Robles CDO Ltd.           A-2        CC             CCC+/Watch Neg
Newcastle CDO VI Ltd.         II Def     AA-            AA
Newcastle CDO VI Ltd.         III-FL Def BBB+           A
Newcastle CDO VI Ltd.         III-FX Def BBB+           A
Newcastle CDO VI Ltd.         IV-FL Def  BB+            BBB
Newcastle CDO VI Ltd.         IV-FX Def  BB+            BBB
Newcastle CDO VI Ltd.         V-Def      B-             BB
STAtic ResidenTial CDO 2005-C A-1        B/Watch Neg    AA-/Watch Neg
STAtic ResidenTial CDO 2005-C A-2        CC             BBB/Watch Neg
STAtic ResidenTial CDO 2005-C B          CC             BB/Watch Neg
STAtic ResidenTial CDO 2005-C C          CC             B/Watch Neg
STAtic ResidenTial CDO 2005-C D          CC             CCC-/Watch Neg

                      OTHER RATINGS REVIEWED

Barrington II CDO Ltd.        A1-S       AAA/Watch Neg
Barrington II CDO Ltd.        X          AAA/Watch Neg
Barrington II CDO Ltd.        A1J-M      CC
Barrington II CDO Ltd.        A1J-Q      CC
Barrington II CDO Ltd.        A2         CC
Barrington II CDO Ltd.        A-3        CC
Barrington II CDO Ltd.        B          CC
Barrington II CDO Ltd.        C          CC
Barrington II CDO Ltd.        D          CC
Belle Haven ABS CDO 2005-1    D-1        CC
Belle Haven ABS CDO 2005-1    D-2        CC
Diversey Harbor ABS CDO Ltd.  A-3        CC
Diversey Harbor ABS CDO Ltd.  A-4        CC
Diversey Harbor ABS CDO Ltd.  B          CC
Diversey Harbor ABS CDO Ltd.  C          CC
Fortius I Funding Ltd.        S          AAA
Los Robles CDO Ltd.           A-3        CC
Los Robles CDO Ltd.           B          CC
Los Robles CDO Ltd.           C          CC
Los Robles CDO Ltd.           D          CC
Newcastle CDO VI Ltd.         I-B        AAA
Newcastle CDO VI Ltd.         I-MM       AAA/A-1+
N-Star Real Estate CDO III    A-1        AAA
N-Star Real Estate CDO III    A-2A       AA
N-Star Real Estate CDO III    A-2B       AA
N-Star Real Estate CDO III    B          A-
N-Star Real Estate CDO III    C-1A       BBB+
N-Star Real Estate CDO III    C-1B       BBB+
N-Star Real Estate CDO III    C-2A       BBB
N-Star Real Estate CDO III    C-2B       BBB
N-Star Real Estate CDO III    D          BB
STAtic ResidenTial CDO 2005-C E          CC


KANSAS GAS: S&P Hikes Unsec. Debt Rating to 'BBB-' From 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services' raised its senior unsecured
debt ratings of 30 U.S. investment-grade investor-owned utility
operating companies after reevaluating its application of notching
criteria to better reflect the relatively strong recovery
prospects of creditors in this sector.

"As a result, the senior unsecured debt of most utilities will now
be rated the same as the corporate credit rating (CCR) almost
uniformly, even when a considerable amount of secured debt is
outstanding," said Standard & Poor's credit analyst John Whitlock.

This new approach does not affect unsecured debt ratings at
unregulated affiliates, such as a holding company.

Historically, S&P has approached notching issues from a "priority"
perspective. That is, when a debt issue is junior to the company's
other debt issues, and S&P therefore view it as having inferior
recovery prospects, S&P notches that issue down from the CCR. S&P
determines the number of notches by examining the relative amounts
of secured and unsecured debt in an entity's capital structure. If
sufficient secured debt existed to disadvantage the unsecured
bondholders -- for investment-grade companies, the guideline is
20% of assets -- S&P adjusts the rating on the lower-ranked debt
to below the CCR.  The list shows those ratings that reflect the
updated application of notching criteria to utility companies. For
more information, see the commentary article "Notching Of U.S.
Investment-Grade Investor-Owned Utility Unsecured Debt Now Better
Reflects Anticipated Absolute Recovery," published on
RatingsDirect.

                Senior Unsecured Debt Ratings Raised

                                          To       From
                                          --       ----
ALLETE Inc.                               BBB+     BBB

Atlantic City Electric Co.                BBB      BBB-

Carolina Power & Light Co.
d/b/a Progress Energy Carolinas Inc.     BBB+     BBB

Cleveland Electric Illuminating Co.       BBB      BBB-

Connecticut Light & Power Co.             BBB      BBB-

Consumers Energy Co.                      BBB-     BB+

Delmarva Power & Light Co.                BBB      BBB-

Detroit Edison Co.                        BBB      BBB-

Florida Power Corp.
d/b/a Progress Energy Florida Inc.       BBB+     BBB

Idaho Power Co.                           BBB      BBB-

Kansas Gas & Electric Co.                 BBB-     BB+

Monongahela Power Co.                     BBB-     BB+

Niagara Mohawk Power Corp.                A-       BBB+

Northern States Power Co.                 BBB+     BBB

Northern States Power Wisconsin           A-       BBB+

NorthWestern Corp.                        BBB      BBB-

Ohio Edison Co.                           BBB      BBB-

PacifiCorp                                A-/      BBB+/
                                          Watch    Watch Neg
                                          Neg

Peoples Gas Light & Coke Co.              A-       BBB+

Pennsylvania Power Co.                    BBB      BBB-

Portland General Electric Co.             BBB+     BBB

Potomac Electric Power Co.                BBB      BBB-

Public Service Co. of Colorado            BBB+     BBB

Rochester Gas & Electric Corp.            BBB+     BBB

San Diego Gas & Electric Co.              A        A-

South Carolina Electric & Gas Co.         A-       BBB+

Southern California Edison Co.            BBB+     BBB

Southern California Gas Co.               A        A-

Toledo Edison Co.                         BBB      BBB-

Westar Energy Inc.                        BBB-     BB+

     * Does not include affiliates affected.


LAGUNA DEVELOPMENT: Fitch Affirms Issuer Rating at 'BB-'
--------------------------------------------------------
Fitch Ratings has affirmed Laguna Development Corporation's (LDC)
credit ratings as:

   -- Issuer rating at 'BB-';
   -- $100 million enterprise revenue bonds, series 2006, at 'BB'.

The Rating Outlook is Stable.

LDC's 'BB-' issuer rating is primarily supported by the stable
operating history of its casino gaming operations. LDC is owned by
the Pueblo of Laguna (POL) and operates two primary casino
locations as well as gas and convenience store retail outlets, all
of which are located along the I-40 corridor, west of the
Albuquerque, NM metro area. The primary economic drivers of LDC,
and therefore its primary credit drivers, are its two larger
casino gaming operations, Route 66 and Dancing Eagle.

Proceeds of the 2006 enterprise bonds were used to construct a
150-room hotel property connected to the Route 66 casino. The
project opened in September 2007 and operating results have
benefited, with LDC posting strong year-over-year growth in
revenue and EBITDA in the first three full quarters since the
expansion opened.

The main credit concern is the limited geographic diversity of the
gaming operation. Although the operation of a second casino
contributing 25% of consolidated EBITDA is meaningful relative to
a single-site gaming operation, LDC's properties are reliant on a
single gaming market in the Albuquerque metro area. However, it is
notable that based on casino player's club information, the two
primary casino properties appear to be drawing from different
customer bases. The majority of Route 66 rated play comes from
Albuquerque residents, while Dancing Eagle appears more heavily
reliant on I-40 traffic as a segment of its customer base.

The Albuquerque, NM gaming market is highly competitive, with five
other Native American gaming entities operating six properties in
the area. Most recently available data as of
June 30, 2008, indicates that the Albuquerque gaming market has
been performing well relative to other local gaming markets in the
U.S. during the current economic downturn. However, Fitch expects
that this market will show deterioration in the second half of
2008, with more operators exhibiting slower or negative growth.
Notably, LDC has been outpacing the overall market growth rate by
a wide margin since the opening of the Route 66 hotel property in
September 2007, with LDC increasing its market share to 19.5% from
18.5% for the latest 12 months (LTM) ended June 30, 2008 versus
the prior year period. Fitch notes that based on its recent market
gain, LDC appears well positioned to weather the impact of the
overall poor market trends that are likely to continue into 2009.

LDC's credit metrics, including leverage and debt service coverage
ratios, are slightly stronger relative to other Fitch 'BB-' rated
corporate credits. However, the lower level of financial risk is
offset by business risk inherit in the somewhat limited operating
profile of the entity. For the fiscal year ended Dec. 31, 2007,
Route 66 was the most significant contributor to the combined
entity's EBITDA, with Dancing Eagle, Xpress Casino and the retail
outlets combined providing a smaller contribution. While the other
casino operations provide some diversification to the cash flow,
it is anticipated that Route 66 will continue to be the primary
revenue generator going forward.

EBITDA for the combined enterprises for the LTM ended Sept. 30,
2008 increased from the prior year period. Operating margins,
while remaining healthy, compressed slightly, primarily due to
increased promotional and marketing costs as well as pre-opening
expense of the Route 66 hotel property. LTM leverage and debt
service coverage ratios were 2.1x times (x) and 4.5x,
respectively.

The 2006 enterprise revenue bonds are term bonds maturing in 2015
and 2021. The bonds are subject to mandatory monthly sinking fund
payments of principal in an amount sufficient to fully amortize by
maturity, resulting in a level debt service schedule through
maturity. A 'BB' rating is assigned to the bonds, which are
secured by a lien on the cash flows of LDC. The bonds are rated
one notch above the issuer rating due to credit enhancement
provided by security covenants included in the legal documents
associated with the transactions.


LAS VEGAS SANDS: Files Prospectus for Future Fund Raising Plans
---------------------------------------------------------------
Las Vegas Sands Corp. delivered to the Securities and Exchange
Commission a Form S-3 Registration Statement, dated Nov. 6, 2008,
under the Securities Act of 1933, related to the future issuance
of debt securities, common stock, depositary shares, warrants,
purchase contracts, or units.  The prospectus contains a general
description of the securities that may be issued from time to
time.  According to the prospectus, the company will use the net
proceeds it receives from the sale of the securities for general
corporate purposes, unless it specifies otherwise in the
applicable prospectus supplement. General corporate purposes may
include the company's construction and development projects in Las
Vegas, Macao, Singapore and Pennsylvania, additions to working
capital, capital expenditures, repayment of debt, the financing of
possible acquisitions and investments or stock repurchases.

A full-text copy of the prospectus is available at no charge at:

                http://ResearchArchives.com/t/s?34b4

Based in Las Vegas, Nevada, Las Vegas Sands Corp. owns and
operates The Venetian Resort Hotel Casino, The Palazzo Resort
Hotel Casino, and an expo and convention center.  The Company also
owns and operates the Sands Macao, the first Las Vegas-style
casino in Macao, China.

Based on current estimates, the company expects it will not be in
compliance with its maximum leverage ratio covenant under its U.S.
Senior Secured Credit Facility and the U.S. FF&E Financings for
the quarter ending December 31, 2008, and at subsequent quarterly
measurement dates.  Non-compliance would result in a default under
these agreements and, due to cross-default provisions, would also
result in defaults under the Airplane Financings, Convertible
Senior Notes and Senior Notes.  The occurrence of these defaults
would allow all of the lenders to exercise their rights and
remedies as defined under the respective agreements, including
acceleration of the maturity of the related obligations, which
raises substantial doubt about the Company's ability to continue
as a going concern.  Management's plans in regard to these matters
include a capital raising program.

PricewaterhouseCoopers LLP has expressed a going concern doubt
opinion on the company.

As of June 30, 2008, the company had $13,282,222,000 in total
assets, including $1,360,643,000 in total cash and equivalents,
receivables and other current assets; $10,976,512,000 in total
liabilities, including $1,668,728,000 in total payables and other
current liabilities.


LAS VEGAS SANDS: Land Concession Deal in Macau Amended
------------------------------------------------------
On October 29, 2008, the office of the Secretary for
Transportation and Public Works for the Macau Special
Administrative Region of The People's Republic of China published
an amendment to the Land Concession by Lease between the Macau
Government and Venetian Cotai, Limited, an indirect wholly-owned
subsidiary of Las Vegas Sands Corp. in Macau's Official Gazette.

The Land Concession Amendment separated the retail mall use from
the hotel use for Lot II and authorized VCL to subdivide the Four
Seasons Macao Hotel into four independent strata title units
consisting of:

   (i) a five star hotel, including gaming areas, entertainment,
       leisure, restaurants and other supporting areas (112,167
       square meters);

  (ii) a four star apartment-hotel, which corresponds to the
       most luxurious classification of apartment-hotel
       permitted in Macau (101,028 square meters);

(iii) a retail shopping area (35,218 square meters); and

  (iv) a parking area (31,469 square meters).

The change in the land uses, which included the separation of the
retail mall area from the hotel area and the aggregation of the
parking spaces that were previously allocated in the Land
Concession for the different uses, justified the revision of the
areas and resulted in an increase in the annual rent payable by
VCL to the Macau Government associated with the Four Seasons Macao
Hotel from MOP 4,328,735.00 to MOP 4,411,765.00 (approximately
$542 thousand to $552 thousand at exchange rates in effect on
October 30, 2008) with respect to the changes in the land uses.
VCL will seek to subdivide the Four Seasons Macao Hotel into four
separate components in the near future.  Upon the subdivision of
the four separate components of the Four Seasons Macao Hotel, VCL
will promptly thereafter seek to transfer the component consisting
of the apartment-hotel tower to a separate cooperative holding
company and begin selling shares in the new holding company to
third parties interested in acquiring apart-hotel vacation units
at the Four Seasons Private Residences Macao.  The subdivision of
the Four Seasons Macao Hotel will also enable VCL to monetize the
cash flow generated by The Shoppes at the Four Seasons at an
appropriate time in the future.

In addition, the Land Concession Amendment adjusted the total area
of Lot I -- The Venetian Macao Resort Hotel -- and Lot II -- the
Four Seasons Macao Hotel -- reducing Lot I by 836 square meters
while making a corresponding increase in the area of Lot II by 836
square meters, in order to reflect the actual boundaries and build
out of both lots. The adjustments did not cause any change in the
gross construction areas of either The Venetian Macao Resort Hotel
or the Four Seasons Macao Hotel.

Pursuant to the Land Concession Amendment, VCL was obligated to
pay an additional land premium in consideration of the changes to
the Land Concession aggregating a total of MOP 142,295,946.00
(approximately $17.8 million at exchange rates in effect on
October 30, 2008). VCL paid the additional land premium in full on
October 23, 2008. The other material terms of the Land Concession
were unchanged from the original Land Concession dated April 18,
2007.

Upon its publication in the Official Gazette the Land Concession
Amendment to the Land Concession became effective.

                       About Las Vegas Sands

Based in Las Vegas, Nevada, Las Vegas Sands Corp. owns and
operates The Venetian Resort Hotel Casino, The Palazzo Resort
Hotel Casino, and an expo and convention center.  The Company also
owns and operates the Sands Macao, the first Las Vegas-style
casino in Macao, China.

Based on current estimates, the company expects it will not be in
compliance with its maximum leverage ratio covenant under its U.S.
Senior Secured Credit Facility and the U.S. FF&E Financings for
the quarter ending December 31, 2008, and at subsequent quarterly
measurement dates.  Non-compliance would result in a default under
these agreements and, due to cross-default provisions, would also
result in defaults under the Airplane Financings, Convertible
Senior Notes and Senior Notes.  The occurrence of these defaults
would allow all of the lenders to exercise their rights and
remedies as defined under the respective agreements, including
acceleration of the maturity of the related obligations, which
raises substantial doubt about the Company's ability to continue
as a going concern.  Management's plans in regard to these matters
include a capital raising program.

PricewaterhouseCoopers LLP has expressed a going concern doubt
opinion on the company.

As of June 30, 2008, the company had $13,282,222,000 in total
assets, including $1,360,643,000 in total cash and equivalents,
receivables and other current assets; $10,976,512,000 in total
liabilities, including $1,668,728,000 in total payables and other
current liabilities.


LAS VEGAS SANDS: Seeks to Raise Funds; May Default on Loans
-----------------------------------------------------------
Commencing September 30, 2008, Las Vegas Sands Corp.'s U.S. senior
secured credit facility and FF&E financings require its Las Vegas
operations to comply with certain financial covenants, including
to maintain a maximum leverage ratio of net debt, as defined, to
trailing 12-month adjusted earnings before interest, income taxes,
depreciation and amortization, as defined.

To comply with the maximum leverage ratio as of December 31, 2008,
and subsequent quarterly periods, Las Vegas Sands will need to:

   (i) achieve increased levels of Adjusted EBITDA at its Las
       Vegas properties;

  (ii) decrease the rate of spending on its development projects;

(iii) obtain additional financing at its parent company level,
       the proceeds from which could be used to reduce its Las
       Vegas operations' net debt;

  (iv) elect to contribute up to $50.0 million of capital from
       cash on hand to its Las Vegas operations -- the
       contribution having the effect of increasing Adjusted
       EBITDA by up to $50.0 million per quarter for purposes of
       calculating maximum leverage -- the EBITDA true-up; or

   (v) a combination.

As the company's Las Vegas properties did not achieve the levels
of Adjusted EBITDA necessary to maintain compliance with the
maximum leverage ratio for the quarterly period ending
September 30, 2008, Las Vegas Sands completed a private placement
of $475.0 million in convertible senior notes with its principal
stockholder and his family and used a portion of the proceeds to
exercise the EBITDA true-up provision.  The convertible senior
notes bear interest at 6.5% per annum, payable in quarterly
installments, and mature on October 1, 2013, unless earlier
converted or repurchased by Las Vegas Sands, with an initial
conversion rate of 20.141 shares of common stock per $1,000
principal amount.  Following any fundamental change, as defined in
the agreement, that occurs prior to the maturity date, Las Vegas
Sands will be required to make an offer to repurchase the
convertible senior notes at 101% of the then outstanding principal
amount.

Las Vegas Sands' principal stockholder and his family were granted
pre-emptive rights with respect to any future proposed issuance or
sale by Las Vegas Sands of equity interests -- including
convertible or exchangeable securities -- pursuant to which they
will be able to purchase a portion of the offered equity interests
based on their fully diluted common stock ownership in the
Company.  The EBITDA true-up, by itself, would not have been
sufficient to maintain compliance with the maximum leverage ratio
as of September 30, 2008.  Accordingly, the entire proceeds from
the offering were immediately contributed to LVSLLC to reduce the
net debt of the parties to the domestic credit facilities to
maintain compliance with the maximum leverage ratio for the
quarterly period ending September 30, 2008.

Based on current Las Vegas operating estimates for the quarter
ending December 31, 2008, and quarterly periods during 2009 -- as
well as the fact that Las Vegas Sands has continued to fund its
development projects outside of Las Vegas, in whole or in part,
with borrowings under the U.S. senior secured credit facility --
the company expects the amount of its material domestic
subsidiaries' indebtedness will be beyond the level allowed under
the maximum leverage ratio. If its Las Vegas Adjusted EBITDA
levels do not increase sufficiently, Las Vegas Sands does not
adjust spending on its global development projects, which it is
currently evaluating, and the EBITDA true-up is not sufficient or
available to enable the company to maintain compliance under the
maximum leverage ratio, Las Vegas Sands will need to obtain
significant additional capital at the parent level.

Las Vegas Sands is working with its financial advisor to develop
and implement a capital raising program that would be sufficient
to address its current and anticipated funding needs; however, no
assurances can be given that the program will be successful. If
none of these occur, Las Vegas Sands would need to obtain waivers
or amendments under its domestic credit facilities, and no
assurances can be given that it will be able to obtain these
waivers or amendments.

In its Form 10-Q filing with the Securities and Exchange
Commission for the period ended June 30, 2008, Las Vegas Sands
disclosed $117,454,000 in aggregate indebtedness and other known
contractual obligations due in less than a year:

   New senior secured credit                  $5,978,000
      facility-delayed draw I
   FF&E financings                           $14,306,000
   Variable interest payments                $40,740,000
   Ferries purchase commitment               $56,430,000
                                            ------------
        Total                               $117,454,000

Las Vegas Sands borrowed an additional $150.0 million, net of
repayments, during 2008 under the Revolving Facility of its New
Senior Secured Credit Facility. The Revolving Facility matures on
May 23, 2012, and has no interim amortization.  Las Vegas Sands
also borrowed $600.0 million during 2008 under the Delayed Draw I
Facility of its New Senior Secured Credit Facility.  The Delayed
Draw I Facility matures on May 23, 2014, and is subject to
quarterly principal payments beginning on September 30, 2008, in
an amount equal to 0.25% of the aggregate principal amount
outstanding, with a balloon payment of the remaining balance due
on May 23, 2014.

The company also borrowed an additional $100.3 million, net of
repayments, under its FF&E Financings. The FF&E Financings mature
in June 2011, and are subject to quarterly principal payments in
an amount equal to 5.0% of the aggregate principal outstanding,
with the remaining amount due in four equal quarterly installments
ending on the maturity date.

In January 2008, the company entered into agreements to purchase
an additional four ferries at an aggregate cost of approximately
$72.0 million to be built for its Macao operations.

As of June 30, 2008, the company had a $20.6 million liability
related to unrecognized tax benefits and related interest expense.

If Las Vegas Sands is unable to obtain waivers or amendments if
and when necessary, it would be in default under its domestic
credit facilities, which would trigger cross-defaults under its
airplane financings and convertible senior notes.  If the defaults
or cross-defaults were to occur and the respective lenders chose
to accelerate the indebtedness outstanding under these agreements,
it would result in a default under its senior notes. Any defaults
or cross-defaults under these agreements would allow the lenders,
in each case, to exercise their rights and remedies as defined
under their agreements.

If the lenders were to exercise their right to accelerate the
indebtedness outstanding, Las Vegas Sands says there can be no
assurance that it would be able to refinance any amounts that may
become accelerated under such agreements.  Under the terms of the
U.S. senior secured credit facility, if a default or a material
adverse change, as defined in the agreement, were to occur, it
would preclude its domestic subsidiaries from accessing any
available borrowings (including the $400.0 million under the
Delayed Draw II Facility, which expires November 23, 2008, and
$201.1 million under the Revolving Facility, which includes
approximately $7.7 million committed to be funded by Lehman
Brothers Commercial Paper Inc.).

Las Vegas Sands also notes that if the capital raising program is
unsuccessful and the company does not have access to the available
borrowings under the U.S. senior secured credit facility, it would
need to immediately suspend portions, if not all, of its ongoing
global development projects and consider other alternatives. These
factors raise a substantial doubt about its ability to continue as
a going concern.

PricewaterhouseCoopers LLP has expressed a going concern doubt
opinion on the company.

                       About Las Vegas Sands

Based in Las Vegas, Nevada, Las Vegas Sands Corp. owns and
operates The Venetian Resort Hotel Casino, The Palazzo Resort
Hotel Casino, and an expo and convention center.  The Company also
owns and operates the Sands Macao, the first Las Vegas-style
casino in Macao, China.

As of June 30, 2008, the company had $13,282,222,000 in total
assets, including $1,360,643,000 in total cash and equivalents,
receivables and other current assets; $10,976,512,000 in total
liabilities, including $1,668,728,000 in total payables and other
current liabilities.


LB-UBS COMMERCIAL: Fitch Holds BB- Rating on $9.3MM Class N Certs.
------------------------------------------------------------------
Fitch Ratings has affirmed and assigned Outlooks to LB-UBS
Commercial Mortgage Trust 2007-C1, commercial mortgage pass-
through certificates:

   -- $46.7 million class A-1 at 'AAA'; Outlook Stable;
   -- $211 million class A-2 'AAA'; Outlook Stable;
   -- $225 million class A-3 'AAA'; Outlook Stable;
   -- $95 million class A-AB 'AAA'; Outlook Stable;
   -- $1.16 billion class A-4 'AAA'; Outlook Stable;
   -- $849.7 million class A-1A 'AAA'; Outlook Stable;
   -- $371.3 million class A-M 'AAA'; Outlook Stable;
   -- $315.6 million class A-J 'AAA'; Outlook Stable;
   -- Interest-only class X-CP 'AAA'; Outlook Stable;
   -- Interest-only class X-W 'AAA'; Outlook Stable;
   -- Interest-only class X-CL 'AAA'; Outlook Stable;
   -- $27.8 million class B 'AA+'; Outlook Stable;
   -- $55.7 million class C 'AA'; Outlook Stable;
   -- $37.1 million class D 'AA-'; Outlook Stable;
   -- $18.6 million class E 'A+'; Outlook Stable;
   -- $32.5 million class F 'A'; Outlook Stable;
   -- $32.5 million class G 'A-'; Outlook Stable;
   -- $41.8 million class H 'BBB+'; Outlook Stable;
   -- $41.8 million class J 'BBB'; Outlook Stable;
   -- $51.1 million class K 'BBB-'; Outlook Stable;
   -- $9.3 million class L 'BB+'; Outlook Stable;
   -- $9.3 million class M 'BB'; Outlook Stable;
   -- $9.3 million class N 'BB-'; Outlook Stable.

Fitch does not rate the $4.6 million class P, $9.3 million
class Q, $9.3 million class S, $37.1 million class T or the non-
pooled $35.6 million class BMP.

The rating affirmations are a result of stable performance since
issuance. The Rating Outlooks reflect the likely direction of
rating changes over the next one to two years. As of the September
2008 distribution date, the transaction has paid down 0.3% to
$3.73 billion from $3.75 billion at issuance.

Fitch has identified 14 Loans of Concern (6.35%), including one
specially serviced (0.12%). The specially serviced asset is a 124-
unit, multifamily property located in Lubbock, TX. The loan
transferred to the special servicer following a monetary default
and is currently 90+ days delinquent. Fitch expects that losses
from the specially serviced loan will be absorbed by the non-rated
classes.

Fitch reviewed the most recent servicer provided operating
statement analysis reports for the six shadow rated loans (31.1%):
Westfield San Francisco Emporium (11.6%), International Square
(7.2%), Tishman Speyer DC Portfolio I (5.8%), Extendicare
Portfolio (3.3%), Four Times Square (2.1%) and Kentucky Oaks Mall
(0.8%). Based on their stable performance since issuance, five of
the six loans maintain investment grade shadow ratings.

Westfield San Francisco Emporium is a 966,442 square foot (sf)
regional mall located in the Union Square district of San
Francisco, CA, of which 363,101 sf of retail space and 246,099 sf
of office space are collateral. Anchor tenants include
Bloomingdale's and Century Theatres. Major retail tenants include
Bristol Farms and Borders. Office tenants include San Francisco
State University and Microsoft. The property benefits from the
experienced sponsorship of Westfield America Limited Partnership
and Forest City Enterprises, Inc. The whole loan consists of a
$300 million A-note and a $135 million B-note. Occupancy as of
June 30, 2008, is 90.7% compared to 98.1% at issuance.

International Square is a one million-sf office property in
Washington, DC Major tenants include Dickstein Shapiro Morin &
Oshi; Merril Lynch, Pierce, Fenner; and Smith Group Midatlantic,
Inc. The sponsor is a partnership between Tishman Speyer and an
affiliate of Lehman Brothers. As of June 30, 2008, occupancy has
improved to 94.8% from 86.3% at issuance. However, overall
expenses at the property have increased due to an increase in
utilities, payroll, real estate taxes and insurance. The property
no longer generates sufficient cash flow to maintain an investment
grade rating.

Tishman Speyer DC Portfolio I consists of four properties totaling
940,000 sf located throughout the Washington, DC metropolitan
area. The largest tenants include American Chemistry Council;
Skadden Arps; Effinity Financial Corporation; and CRA
International. The sponsor is a partnership between Tishman Speyer
and an affiliate of Lehman Brothers. As of June 30, 2008,
occupancy has improved to 91.5% from 84.1% at issuance.

The Extendicare Portfolio consists of 80 skilled nursing
facilities and two skilled nursing/assisted living facilities
totaling 8,492 beds and located across 10 states. The sponsor is
Extendicare Health Services, Inc. whose corporate management team
average 26 years of experience in the health care industry,
specifically in the operation of skilled nursing facilities. As of
June 30, 2008 the portfolio had an occupancy of 91.2%, down
slightly from 93.2% at issuance.

The Four Times Square loan is collateralized by a long-term
leasehold interest in Four Times Square, a 48-story Class A office
building located on Broadway between 42nd and 43rd streets in
Manhattan's Times Square submarket. The sponsor is The Durst
Organization (Durst) which owns and manages interests in multiple
Class A buildings comprising more than 7.9 million sf in Midtown
Manhattan. As of June 30, 2008, occupancy is stable at 99.8%.

The Kentucky Oaks Mall is a regional mall complex containing
827,204 sf of collateral GLA, in addition to four ground lease
parcels and several owned free-standing units. The overall project
floor area is 1,135,379 sf. The sponsor is a partnership between
Cafaro Company, a privately owned real estate developer, and CBL &
Associates Properties, Inc., a real estate investment trust
(REIT). As of June 30, 2008, the occupancy was 94.1%, up from
93.2% at issuance.

At issuance, there was one loan in the top 10, Bethany Houston
Portfolio, which was in the process of stabilizing. While the loan
continues to have a servicer reported year-end (YE) 2007 debt-
service coverage ratio (DSCR) less than 1.0 times (x), Fitch has
reviewed the updated occupancy, reserve expenditure and cash flow
information and has determined that it is in-line with the
stabilization schedule set forth at issuance. Fitch will continue
to monitor this loan.

The largest Fitch loan of concern (0.80%) is secured by a 272-unit
multifamily property in Las Vegas, NV. The servicer reported YE
2007 DSCR was 0.99x, compared to 1.17x at issuance. Per servicer,
the decrease in DSCR was primarily due to an increase the payroll
expense. The occupancy as of June 2008 was 95.0% compared to 91.5%
at issuance.

The second-largest Fitch loan of concern (0.5%) is secured by a
196-unit multifamily property in West Covina, CA. The servicer
reported YE 2007 DSCR was 0.86x compared to 1.16x at issuance. Per
servicer, the DSCR has been affected by an overall increase in
expenses including payroll and general & administrative, as well
as increased competition in the market. The occupancy as of June
2008 was 90% compared to 72% at issuance.


LEHMAN BROTHERS: Faces Probe on Securities Arbitration Claims
-------------------------------------------------------------
The securities law firm of Sonn & Erez PLC is investigating
Financial Industry Regulatory Authority securities arbitration
claims to recover investment losses sustained in Lehman Brothers
structured products, namely so-called "principal protected notes."

Principal protected notes are believed to have been marketed to
conservative, risk-averse investors who were seeking to preserve
their capital and generate income as well as share in the growth
of the general market. Contrary to a Lehman Brothers brochure that
essentially represented that principal protected note investors
would enjoy both "100% principal protection" and "uncapped
appreciation potential," Sonn & Erez believes the notes actually
subjected investors to far more risk than they were led to
believe.

Holders of the Lehman principal protected notes will have to wait
in line in Lehman's bankruptcy with other unsecured creditors to
recover what is left of their money, unless they choose to bring
claims against those who sold the notes.  Specifically, Sonn &
Erez believes that many brokerage firms, including UBS, Merrill
Lynch, JP Morgan, Fidelity, and Wachovia, marketed and sold the
Lehman Brothers principal protected notes to their own clients.

Lehman's structured products included Suns (Stock Upside Note
Securities) and Prudents (Prudential Research Universe Diversified
Equity Notes).  Other brokerage firms also sold their own
structured products and principal protected notes, such as Mitts
(Merrill's Market Index Target-Term Securities), Sequins
(Citigroup's Select Equity Indexed Notes), and Propels (Morgan
Stanley's Protected Performance Equity Linked Securities).  In
total, nearly $70 billion in structured notes were sold to
investors last year alone. Sonn & Erez is an AV-Rated law firm
that represents investors nationwide in stockbroker misconduct
and investment fraud cases. The firm has represented investors
against most major Wall Street brokerage firms in claims
involving stocks, bonds, options, auction rate securities, mutual
funds, hedge funds, and other structured products.

Sonn & Erez is advising those who lost money in a Lehman Brothers
structured note or principal protected note or structured products
issued by another brokerage firm, to contact Jeffrey Sonn, Esq.
or Jeff Erez at 1-866-372-8311 for a free evaluation.

                    About Lehman Brothers

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

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

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

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

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

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

               International Operations Collapse

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

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


LEHMAN BROTHERS: Seeks to Tap Simpson Thacher as Special Counsel
----------------------------------------------------------------
Lehman Brothers Holdings seek approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ Simpson,
Thacher & Bartlett as its special counsel effective Sept. 15.

In its employment application filed with the Court, the bankrupt
company said it selected Simpson Thacher because of its experience
in providing coordinated legal advice on complex corporate
transactions and litigation matters in various industries.  Lehman
Brothers Holdings said the firm is also familiar with its business
operations in light of its prior employment with the company.

Simpson Thacher's duties as special counsel include:

(1) assisting Lehman Brothers Holdings with reporting
       obligations under the Securities and Exchange Act of 1934;

   (2) assisting the company with respect to negotiations related
       to, and the closing of the sale of, the investment banking
       and capital markets business of Lehman Brothers Inc. to
       Barclays Capital;

   (3) assisting the company in connection with the sale of its
       investment management division to Bain Capital and Hellman
       & Friedman;

   (4) representing the company in connection with the testimony
       of its chief executive officer before the Congress; and

   (5) representing LBA Y.K., an indirect subsidiary of Lehman
       Brothers Holdings, in its case pending in the United
       States and in Japan.

In return for its services, Lehman Brothers Holdings proposed to
pay the firm at these hourly rates:

     Personnel                Hourly Rates
     ---------                ------------
     Partners                 $785 - $1000
     Counsel/Senior counsel    $740 - $765
     Associates                $385 - $690
     Paralegals                $130 - $285

In her affidavit filed with the Court, Mary Elizabeth McGarry, a
member of Simpson Thacher, said that her firm does not have any
connection with Lehman Brothers Holdings, its units that have
filed for bankruptcy, and their creditors.  She assured the Court
that the firm will not represent any party whose interest is
adverse to Lehman Brothers Holdings or its estates.

                    About Lehman Brothers

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

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

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

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

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

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

               International Operations Collapse

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

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


LEVITT AND SONS: Classification and Treatment of Claims
-------------------------------------------------------
Under the First Amended Joint Liquidating Chapter 11 Plan of
Levitt and Sons LLC and its debtor affiliates and the Official
Committee of Unsecured Creditors dated Oct. 31, 2008, claims and
equity interests are designated:

(A) for the LAS Consolidated Debtor into 11 classes:

     Class    Description
     -----    -----------
        1     Allowed Priority Claims
        2     Allowed Secured Claims of Woodbridge
        3     Allowed Secured Claims of Bank of America, N.A.
        4     Allowed Secured Claims of KeyBank, N.A.
        5     Allowed Secured Claim of AmTrust Bank
        6     Allowed Secured Claims of Wachovia Bank, N.A.
        7     Allowed DIP Financing Secured Claim of Wachovia
               Bank, N.A.
        8     Allowed Other Secured Claims
        9A    Allowed General Unsecured Claims
        9B    Allowed Deposit Holder Claims
       10     Allowed Equity Interests

  (B) for the Tennessee Consolidated Debtor into eight classes:

      Class    Description
      -----    -----------
         1     Allowed Priority Claims
         2     Allowed Secured Claims of Regions Bank, N.A.
         3     Allowed Secured Claim of Wachovia Bank, N.A.
         4     Allowed Secured Claim of Financial Federal
                 Savings Bank
         5     Allowed Other Secured Claims
         6A    Allowed General Unsecured Claims
         6B    Allowed Deposit Holder Claims
         7     Allowed Equity Interests

Claims or Equity Interests in Classes LAS-2, LAS-3, LAS-4, LAS-5,
LAS-6, LAS-7, LAS-8, LAS-9A, LAS-9B, LAS-10, TENN-2, TENN-3,
TENN-4, TENN-5, TENN-6A, TENN-6B, and TENN-7 are or may be
impaired under the Amended Plan.

The Plan Proponents are soliciting acceptances from members of
Classes LAS-2, LAS-3, LAS-4, LAS-5, LAS-6, LAS-7, LAS-8, LAS-9A,
LAS-9B, TENN-2, TENN-3, TENN-4, TENN-5, TENN-6A, and TENN-6B.

Classes LAS-10 and TENN-7 are expected to receive no
Distributions under the Amended Plan and are presumed to have
rejected the Plan.

Levitt and Sons executive vice president John A. Dischner
ummarizes the estimated recoveries for claims against the LAS
Consolidated Debtors and the Tennessee Consolidated Debtors:

(A) LAS Consolidated Debtor

       Class              Estimated Recovery
       -----              ------------------
       LAS 1              100% recovery,
                          Between $1,519,154 and $1,690,645

       LAS 2              Woodbridge Settlement

       LAS 3              Based on Collateral

       LAS 4              Based on Collateral

       LAS 5              The AmTrust Secured Claim has been
                          paid in full, as of October 31, 2008,
                          subject to resolution of AmTrust
                          Bank's attorneys' fees estimated as
                          not more than $25,000

       LAS 6              Accepts Plan: Pursuant to DIP
                          Agreement

                          Rejects Plan: Collateral or collateral
                          proceeds; and Plan provisions
                          regarding the Wachovia Collateral, the
                          Wachovia DIP Agreement, the Asset
                          Management Agreement, and the Wachovia
                          Collateral Administrator will be
                          deemed void and be of no force and
                          effect, subject to Wachovia's
                          obligation to fund the Admin Cap and
                          the Guaranteed Amount

       LAS 7              Accepts Plan: Pursuant to DIP
                          Agreement and Asset Management
                          Agreement

                          Rejects Plan: Collateral, collateral
                          proceeds, or as authorized by the
                          Bankruptcy Code or as agreed to by the
                          claim holder and Plan Administrator;
                          and Plan provisions relating to the
                          Wachovia Collateral, the Wachovia DIP
                          Agreement, and the Wachovia Collateral
                          Administrator will be deemed void and
                          be of no force and effect, subject to
                          Wachovia's obligation to fund the
                          Admin Cap and the Guaranteed Amount

       LAS 8              Based on Collateral

       LAS 9A             Pro rata
                          Total Allowed General Unsecured Claims
                          will range from $68,914,944 to
                          $311,112,522

       LAS 9B             Pro rata
                          Total Allowed Deposit Holder Claims
                          will range from $7,945,985 to
                          $9,865,578

       LAS 10              None

(B) Tennessee Consolidated Debtor

       Class              Estimated Recovery
       -----              ------------------
       TENN 1             100% recovery,
                          Between $135,230 and $380,517

       TENN 2             Regions Bank Sale Order

       TENN 3             Regions Bank Sale Order

       TENN 4             Regions Bank Sale Order

       TENN 5             Based on Collateral

       TENN 6A            Pro rata
                          Total Allowed General Unsecured Claims
                          will range from $5,030,000 to
                          $5,821,185

       TENN 6B            Pro rata

       TENN 8             None

                      About Levitt and Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.
(Levitt and Sons Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


LEVITT AND SONS: Files Amended Joint Liquidating Chapter 11 Plan
----------------------------------------------------------------
Levitt and Sons LLC and its debtor affiliates, together with the
Official Committee of Unsecured Creditors, delivered to the United
States Bankruptcy Court for the Southern District of Florida their
First Amended Joint Liquidating Chapter 11 Plan and Disclosure
Statement dated Oct. 31, 2008.

Levitt and Sons Executive vice president John A. Dischner relates
that the Amended Plan provides that the net proceeds of the sale
or other disposition of assets of Levitt and Sons, the settlement
and compromise of certain Causes of Action, including the
Woodbridge Settlement and certain contingent recoveries through
Causes of Action, will be collected and distributed to creditors:

  (a) First, to the Holders of Secured Claims, if any, who hold
      valid, duly-perfected and non-avoidable security interests
      in and Liens on assets and proceeds, provided that
      Distributions to those Holders will come only from those
      assets or proceeds;

  (b) Second, to the Holders of Allowed Administrative Expense
      Claims, Allowed Professional Claims, Allowed Priority Tax
      Claims, and Allowed Priority Claims in accordance with the
      scheme of priorities set forth in the Bankruptcy Code; and

  (c) Third, to the Holders of Allowed General Unsecured Claims
      and the Holders of Allowed Deposit Holder Claims on a pro
      rata basis.

A single, additional Distribution will be made to the Holders of
Allowed Deposit Holder Claims from the Deposit Holders' Fund in
connection with the Woodbridge Settlement.

Mr. Dischner notes that subject to the settlement and compromise
between the Tennessee Consolidated Debtors and the LAS
Consolidated Debtors, no Distribution will be made on account of
any Intercompany Claims.

Holders of Equity Interests in each of the Debtors will not
receive any Distribution.

As a result of the limited substantive consolidation, the Amended
Plan will treat Claims and Interests separately in respect of each
of the LAS Consolidated Debtors and the Tennessee Consolidated
Debtors, Mr. Dischner says.

Levitt and Sons estimated the Administrative Expense Claim of
Woodbridge Holdings Corporation to total more than $14,000,000.
Pursuant to and subject to consummation of the Woodbridge
Settlement, however, Woodbridge's Administrative Expense Claim
will be allowed in the reduced amount of $650,000, with the
balance being waived by Woodbridge.

                    Funding of the Plan

The principal means of implementing and funding of the Amended
Plan is the Woodbridge Settlement, according to Mr. Dischner.  On
the Plan Effective Date, the Debtors will consummate the
Woodbridge Settlement in accordance with its terms.  Among other
things:

  (a) Woodbridge will make a settlement payment of $8,000,000 to
      the Plan Administrator for Distribution to the holders of
      all Allowed claims against the LAS Consolidated Debtors;

  (b) Woodbridge and the "Woodbridge Direct Parties" will
      receive a full and general release from the Debtors and
      their Estates of any and all Settlement Causes of Action;

  (c) On the Effective Date, Woodbridge will make available to
      the Plan Administrator a $4,500,000 Release Fund, of which
      $4,000,000 will be funded to the Plan Administrator and
      held in a segregated account and $500,000, a "Settlement
      Holdback", to be an obligation of Woodbridge to fund in
      accordance with the provisions of the Woodbridge
      Settlement.

      The Release Fund will be distributed on a pro rata basis
      to Holders of Allowed Claims against the LAS Consolidated
      Debtors and the Tennessee Consolidated Debtors, who are
      deemed to agree to the Third Party Release and Injunction
      in favor of Woodbridge and the Woodbridge Parties.

      To the extent any Holder of an Allowed Claim elects to opt
      out of, and not be bound by, the Third Party Release and
      Injunction, then the pro rata Distribution that would
      otherwise have been made to the Holder from the Release
      Fund will be returned to Woodbridge; and

  (d) Woodbridge will:

      * transfer, carve out, and gift $450,000 to the Deposit
        Holders' Fund and $200,000 to the Deposit Holders' Fee
        Reserve from the Distribution to be received by
        Woodbridge in respect of its $650,000 Allowed
        Administrative Claim under the Amended Plan; and

      * fund an additional $300,000 to the Deposit Holders' Fund
        on the Effective Date.

The Release Fund will also be funded with:

  (1) cash on hand on the Effective Date in the Post-
      Confirmation Debtors;

  (2) the Admin Cap; the Guaranteed Amount; the Tennessee Carve
      Out; proceeds, if any, from the Wachovia DIP Loan
      Agreement in excess of the Guaranteed Amount; and the
      Deposit Holders' Fund and the Deposit Holders' Fee
      Reserve; and

  (3) funds added to Cash after the Effective Date from, among
      other things, the liquidation of the Post-Confirmation
      Debtor Assets, the liquidation of the Wachovia Collateral,
      and the prosecution of the Causes of Action.

                        Claim Objections

Each of the Debtors has filed at least one omnibus objection to
various claims filed against the applicable Debtor's estate.  Mr.
Dischner relates that majority of the claims objections filed
have been resolved.  The Debtors are working closely with the
Creditors Committee and anticipate filing several additional
omnibus objections before the Plan Confirmation hearing.

Given the large number of claims filed against the Debtors'
estates, the Debtors anticipate that the Plan Administrator will
need to file additional objections to claims after the Effective
Date.

       Pending/Potential Litigation and Causes of Action

The Amended Plan includes updates on Levitt and Sons' Chapter 11
proceedings:

  (1) The Debtors recently reached a settlement with Sunshine
      Kitchens, Inc., resolving all of the claims filed by
      Sunshine Kitchens against the Debtors' estates, as well as
      court litigation pending as of the Petition Date.  The
      Debtors anticipate the settlement motion to be approved
      soon.

  (2) The Bankruptcy Court dismissed the Second Amended
      Complaint filed by Wachovia Bank, N.A., against certain
      Debtors on August 22, 2008.  Wachovia has filed an appeal
      of the Dismissal Order.  It remains pending.

Under the Amended Plan, the Debtors' Causes of Action, if any,
will be pursued by the Debtors or the Creditors Committee before
the Effective Date, and by the Plan Administrator after the
Effective Date.  The Wachovia Debtors Causes of Action, if any,
will be pursued by their Chief Administrator Soneet R. Kapila
before the Effective Date, and by the Wachovia Collateral
Administrator after the Effective Date.

The Debtors may have, under state and other federal laws and
pursuant to Section 541 of the Bankruptcy Code, certain causes of
action for the recovery of transfers made before the Petition
Date.  Pursuant to a list of significant transfers made 90 days
before the Petition Date, the Debtors made prepetition payments
aggregating more than $50,456,867.  However, since the advisors of
the Debtors and the Creditors Committee have yet to complete their
analysis of the potential for recovery of all those payments, the
Plan Proponents cannot estimate the amount of any potential
recovery from litigation surrounding those payments, according to
Mr. Dischner.

The Debtors, the Creditors Committee, or the Plan Administrator
will continue to review transfers and Causes of Action, including
those against Bank of America, N.A., and KeyBank, N.A., Mr.
Dischner relates.

           Liquidation Analysis and Plan Alternatives

As of Oct. 23, 2008, the Debtors possess cash of roughly
$3,336,362.  This amount is expected to be reduced based on the
payment of Allowed Administrative Expense Claims through the
Effective Date.

Mr. Dischner reiterates that the Amended Plan is superior to a
liquidation under Chapter 7 of the Bankruptcy Code; dismissal of
the bankruptcy cases; or the filing of an alternate plan of
reorganization or liquidation.

The Debtors and the Creditors Committee believe the Amended Plan
results in a fair balancing of all parties' rights.

A redlined copy of the Levitt and Sons Amended Plan is available
for free at:

               http://ResearchArchives.com/t/s?3499

A redlined copy of the Levitt and Sons Amended Disclosure
Statement is available for free at:

               http://ResearchArchives.com/t/s?349a

Copies of the Amended Disclosure Statement exhibits, including the
Liquidation Analysis, litigation schedule, and schedule of
potential preference payments, are available for free at:

                http://ResearchArchives.com/t/s?349b
                http://ResearchArchives.com/t/s?349c

                      About Levitt and Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.
(Levitt and Sons Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


LEVITT AND SONS: Maple Grove Estates Balks Release Escrow Funds
---------------------------------------------------------------
Levitt and Sons of Shelby County, LLC, owes Maple Grove more than
$460,000 for materials and unpaid labor or construction costs
associated with Maple Grove's work on a real property owned
by the Debtor in Shelby County, Tennessee, the Chapel Park
Property, Adrian C. Delancy, Esq., at Markowitz, Davis, Ringel &
Trusty, P.A., in Miami, Florida, asserts.

The United States Bankruptcy Court for the Southern District of
Florida approved on Dec. 19, 2007, the sale of the Chapel Park
Property, subject to certain conditions, including the attachment
of Maple Grove's lien to the sale proceeds for subsequent
adjudication by the Court, Mr. Delancy notes.

On June 30, 2008, the Court entered an agreed order preserving
Maple Grove's lien rights as against the $487,873 in escrow, he
continues.

Since the entry of the Agreed Order, Maple Grove and LAS Shelby
County had been negotiating for an amicable resolution of Maple
Grove's mechanic's lien claim, Mr. Delancy relates.

Regions Bank's Escrow Motion should be denied in its entirety,
and the $487,873 in escrow funds held by Regions Bank should be
released to Maple Grove in satisfaction of its mechanic's lien
against the Chapel Park Property, Mr. Delancy maintains.

Judge Ray has set an evidentiary hearing on the Escrow Motion for
Jan. 27, 2009.  Any necessary discovery must be completed three
business days before the scheduled hearing.

                      About Levitt and Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.
(Levitt and Sons Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


LEVITT AND SONS: Regency Hills Auctions Lake County, Fla. Assets
----------------------------------------------------------------
Regency Hills by Levitt and Sons, LLC, an affiliate of Levitt and
Sons LLC, holds title to certain real property located in Lake
County, Florida.  On Oct. 20, 2008, Regency Hills, as seller, and
Harvest Holdings, LLC, as buyer entered into an agreement for the
sale of certain real property, which includes:

  (1) Hartwood Reserve Phase 1 Lot Nos. 121, 154, 155, 156, 161,
      and 162, according to the map or plat recorded in Plat
      Book 54, pages 88 through 98, of the Public Records of
      Lake County, Florida; and

  (2) Hartwood Reserve Phase 2 Lot Nos. 73, 74, 189, 190, 296,
      299, 301, 306, 307, 308, 309, 311, 313, 314, 315, 316,
      321, 322, 323, 324 and 325, according to the map or plat
      recorded in Plat Book 27, pages 25 through 32, of the
      Public Records of Lake County, Florida.

Pursuant to Sections 363 and 365 of the Bankruptcy Code, Regency
Hills asks the United States Bankruptcy Court for the Southern
District of Florida to authorize the sale of the Hartwood
Properties to Harvest Holdings, subject to higher and better
bids.

The salient terms of the Hartwood Properties Purchase Agreement
are:

  (a) Harvest Holdings will pay $721,500 for the Property;

  (b) The assets to be purchased includes the Property,
      documents, personal property, and contracts;

  (c) Harvest Holdings will post a $90,000 deposit in the
      account of the escrow agent; and

  (d) Regency Hills has reserved the right to accept higher and
      better offers for the Property.

Harvest Holdings' offer is currently the highest and best offer
for the Property, According to Jordi Guso, Esq., at Berger
Singerman, P.A., at Miami, Florida.

All liens will attach to the proceeds of the sale, he adds.

                  Proposed Bidding Procedures

To obtain the maximum value for the Property, Regency Hills
proposes these bidding procedures:

  (a) Any bidder for the Property must deliver, no later than
      December 1, 2008, (1) a copy of the initial written
      purchase offer and (2) an additional red-lined copy to
      show the changes made to the Purchase Agreement by the
      prospective purchaser to the Debtor, the Debtor's counsel,
      the counsel for the Official Committee of Unsecured
      Creditors, and Harvest Holdings' counsel.

  (b) Each bidder must place a deposit in escrow in the trust
      account of the Debtor's counsel, in an amount equal to 10%
      of the proposed purchase price.  The Initial Deposit will
      be refundable if the bid is not deemed the highest and
      best bid.  The Initial Deposit will be conditionally non-
      refundable as to the second-highest bidder.

  (c) Each bidder must provide evidence of its financial ability
      to close and to consummate an acquisition of the Property,
      including evidence of the its ability to provide adequate
      assurance of future performance under any unexpired leases
      and executory contracts to be assumed and assigned.

  (d) Each bidder must disclose any connections or agreements
      with the Debtors, Harvest Holdings, any other potential
      bidder or Qualified Bidder, or any officer, director or
      equity security holder of the Debtors or Proposed
      Purchaser.

  (e) The initial qualified competing bid must exceed the
      Purchase Price by at least $50,000.  A competitive bid
      submitted in accordance with the proposed Bidding
      Procedures will be deemed a "Qualified Competing Bid."

  (f) Any successive overbids will be made in increments of not
      less than $50,000 of cash consideration in excess of the
      last submitted, highest qualified bid for the Property.

  (g) The successful bidder will be required to close no later
      than when the sale order has become final and non-
      appealable, or an earlier date as the successful bidder
      elects to close.  The Debtor will be authorized to accept
      the second highest bid as a back-up bid to the Successful
      Bidder's bid.  The Debtor will be permitted to close on
      the Back-Up Bid if the Successful Bidder does not timely
      close.

  (h) If Harvest Holdings is the second highest bidder, it will
      act as the Back-Up Bidder if the Successful Bidder does
      not close for any reason.  The Initial Deposit will be
      held until the closing and consummation of the Successful
      Bidder's acquisition of the Property, but only if the
      Closing Date is not extended, or is extended with the
      Successful Bidder's written consent.

  (i) If Harvest Holdings is not the first or second highest
      bidder, it will, at its election, have the right to stand
      as an additional back-up buyer, if the Successful Bidder
      or the Back-Up Bidder does not close for any reason.

      If Harvest Holdings elects to serve as the Additional
      Back-Up Buyer, its Deposit will be held until the closing
      and consummation of the Successful Bidder's acquisition of
      the Property.  If Harvest Holdings closes, then the
      Deposit will be applied to the purchase of the Property.

      If Harvest Holdings chooses not to serve as the Additional
      Back-Up Bidder and does not enter the highest or next
      highest bid at the Auction, then its Deposit, plus
      interest, will be returned.

  (j) Harvest Holdings' bid will be the initial bid at the
      Auction to be held at the office of the Debtors' counsel,
      Berger Singerman, P.A., on December 3, 2008.  Only persons
      or entities submitting Qualified Competing Bids will be
      eligible to bid at the Auction.

  (k) The closing of the Sale is expected to occur 11 days after
      the entry of a sale order.

             Break-Up Fee and Reimbursable Expenses

Regency Hills proposes a maximum amount of $27,000 to reimburse
Harvest Holdings for the amount of its reasonable, actual, and
fully documented expenses and to serve as Break-Up Fee, in the
event it is not selected as the Successful Bidder.

Provided Harvest Holdings is not in default, the Break-Up Fee
will be granted an administrative expense priority in the
Debtor's estate and will be paid from the Closing proceeds.

Regency Hills asks the Court to approve the bidding procedures
and the proposed auction.  It also seeks a sale hearing no later
than Dec. 5, 2008.

                      About Levitt and Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.
(Levitt and Sons Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


LEVITT AND SONS: Wachovia, et al., Amend Purchase and Sale Deal
---------------------------------------------------------------
The Wachovia Debtors and their chief administrator, Soneet R.
Kapila, notified the United States Bankruptcy Court for the
Southern District of Florida of the filing of the Third Amended
and Restated Agreement of Purchase and Sale between Levitt and
Sons of Hall County, LLC, and Easlan Capital of Atlanta, Inc.

The Third Amended Purchase Agreement replaces the Second Amended
and Restated Agreement of Purchase and Sale filed on Oct. 15,
2008.  Among other things, the Third Amended Purchase Agreement
provides that:

  (a) Easlan acknowledges and agrees to waive any and all rights
      to any break-up fee;

  (b) The first overbid will have a value of at least $50,000
      more than the $1,100,000 Purchase Price;

  (c) If the sales procedures order is not obtained by Nov. 9,
      2008, either LAS Hall County or Easlan may terminate the
      Third Amended Purchase Agreement, in which event the
      $50,000 Deposit will be refunded to Easlan;

  (d) A final sales order should be obtained no later than
      Nov. 24, 2008.  Upon failure of timely obtaining the
      final sales order, Easlan may elect to terminate the Third
      Amended Purchase Agreement and be refunded its $50,000
      Deposit;

  (e) Easlan is obligated to close the sale within five business
      days of the entry of a final sales order.  If an appeal or
      motion for rehearing is pending, Easlan may waive the
      closing requirement and proceed with Closing, provided
      there is no stay of the final sales order; and

  (f) The Escrow Agent is Smith Hulsey & Busey.

A full-text copy of the LAS Hall County/Easlan Third Amended and
Restated Purchase & Sale Agreement is available at no charge at:

               http://ResearchArchives.com/t/s?349d

                      About Levitt and Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.
(Levitt and Sons Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


LIVE NATION: Poised to Challenge Ticketmaster for Sales, S&P Says
-----------------------------------------------------------------
The world's largest ticketing services company, Ticketmaster, and
the world's largest concert promoter, Live Nation Inc., are waging
a battle on two fronts-on each other's turf, according to a new
Credit FAQ by Standard & Poor's Ratings Services titled "Live
Nation Breaks Up With Ticketmaster To Go Solo," published on
RatingsDirect. On the ticketing services front, Live Nation Inc.
(B/Stable/--) is currently Ticketmaster's (BB+/Stable/--) largest
customer, but this won't last much longer. Live Nation is ending
its agreement with Ticketmaster in January 2009 to launch an in-
house ticketing service for its facilities and is currently trying
to persuade third-party venues to switch ticketing service
providers once their contacts with Ticketmaster expire.

"For Ticketmaster, this represents not only the loss of its
largest client, but also the formation of a sizable competitor,"
explained Standard & Poor's credit analyst Hal F. Diamond. If Live
Nation is successful in launching its ticketing service,
Ticketmaster could face a formidable competitor with scale and,
just as importantly, artist relationships.


MONONGAHELA POWER: S&P Hikes Debt Rating to 'BBB-' From 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services' raised its senior unsecured
debt ratings of 30 U.S. investment-grade investor-owned utility
operating companies after reevaluating its application of notching
criteria to better reflect the relatively strong recovery
prospects of creditors in this sector.

"As a result, the senior unsecured debt of most utilities will now
be rated the same as the corporate credit rating (CCR) almost
uniformly, even when a considerable amount of secured debt is
outstanding," said Standard & Poor's credit analyst John Whitlock.

This new approach does not affect unsecured debt ratings at
unregulated affiliates, such as a holding company.

Historically, S&P has approached notching issues from a "priority"
perspective. That is, when a debt issue is junior to the company's
other debt issues, and S&P therefore view it as having inferior
recovery prospects, S&P notches that issue down from the CCR. S&P
determines the number of notches by examining the relative amounts
of secured and unsecured debt in an entity's capital structure. If
sufficient secured debt existed to disadvantage the unsecured
bondholders -- for investment-grade companies, the guideline is
20% of assets -- S&P adjusts the rating on the lower-ranked debt
to below the CCR.  The list shows those ratings that reflect the
updated application of notching criteria to utility companies. For
more information, see the commentary article "Notching Of U.S.
Investment-Grade Investor-Owned Utility Unsecured Debt Now Better
Reflects Anticipated Absolute Recovery," published on
RatingsDirect.

                Senior Unsecured Debt Ratings Raised

                                          To       From
                                          --       ----
ALLETE Inc.                               BBB+     BBB

Atlantic City Electric Co.                BBB      BBB-

Carolina Power & Light Co.
d/b/a Progress Energy Carolinas Inc.     BBB+     BBB

Cleveland Electric Illuminating Co.       BBB      BBB-

Connecticut Light & Power Co.             BBB      BBB-

Consumers Energy Co.                      BBB-     BB+

Delmarva Power & Light Co.                BBB      BBB-

Detroit Edison Co.                        BBB      BBB-

Florida Power Corp.
d/b/a Progress Energy Florida Inc.       BBB+     BBB

Idaho Power Co.                           BBB      BBB-

Kansas Gas & Electric Co.                 BBB-     BB+

Monongahela Power Co.                     BBB-     BB+

Niagara Mohawk Power Corp.                A-       BBB+

Northern States Power Co.                 BBB+     BBB

Northern States Power Wisconsin           A-       BBB+

NorthWestern Corp.                        BBB      BBB-

Ohio Edison Co.                           BBB      BBB-

PacifiCorp                                A-/      BBB+/
                                          Watch    Watch Neg
                                          Neg

Peoples Gas Light & Coke Co.              A-       BBB+

Pennsylvania Power Co.                    BBB      BBB-

Portland General Electric Co.             BBB+     BBB

Potomac Electric Power Co.                BBB      BBB-

Public Service Co. of Colorado            BBB+     BBB

Rochester Gas & Electric Corp.            BBB+     BBB

San Diego Gas & Electric Co.              A        A-

South Carolina Electric & Gas Co.         A-       BBB+

Southern California Edison Co.            BBB+     BBB

Southern California Gas Co.               A        A-

Toledo Edison Co.                         BBB      BBB-

Westar Energy Inc.                        BBB-     BB+

     * Does not include affiliates affected.


MORGAN STANLEY TRUST: S&P Junks Rating on Class Q Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2007-HQ11. Concurrently, S&P
affirmed its ratings on 23 other classes from this transaction.

The downgrades reflect credit concerns with five loans on the
servicer's watchlist with low reported debt service coverage (DSC)
and the anticipated credit support erosion upon the eventual
resolution of two of the four assets in the pool that are
currently with the special servicer.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios. To
date, the trust has experienced one loss associated with the
Central Park I loan.

Four loans ($27.2 million) are with the special servicer, J.E.
Robert Co. Inc. The loans are:

     -- The Central Park I loan ($5.7 million) is secured by a
21,000-sq.-ft. unanchored retail center in Hilliard, Ohio, 12
miles east of the Columbus central business district. The loan was
transferred to JER on June 27, 2008, due to imminent default.
Performance at the property has deteriorated due to a decline in
occupancy to 67%, down from 100% at issuance. JER negotiated a
loan modification in September 2008, resulting in a $632,500
principal write-down to the trust. As part of the modification
agreement, the borrower will post a $230,000 letter of credit or
cash reserve that will be used to fund future tenant improvement
and leasing commission costs at the property and cover debt
service for the next two years. Additional losses are not expected
at this time.

     -- The 525 Metro Place North loan ($3.5 million) is secured
by a 75,067-sq.-ft. suburban office property in Dublin, Ohio. The
loan was transferred to the special servicer on Sept. 4, 2008, due
to payment default. The property was built in 1980 and recently
received a $2.6 million renovation. The most recent occupancy was
82%, up from 77% at issuance. Standard & Poor's expects a moderate
loss upon the completion of the workout.

     -- The 110 Beard Street loan ($8.8 million) is secured by a
92,117-sq.-ft industrial warehouse property in Brooklyn, N.Y. The
loan is 30-days delinquent and was transferred to JER on Sept. 4,
2008, because a judgment lien was placed against the property due
to the nonpayment of a separate working capital loan owed by the
sponsor The property was built in 1900 and is 100% occupied. The
property has received multiple renovations since 1900, the most
recent of which occurred in 1982. Standard & Poor's expects a
minimal loss upon the completion of the workout.

     -- The 9053-9057 Sutphin Boulevard loan ($9.1 million) is
secured by a 10,000-sq.-ft. unanchored retail property in Jamaica,
Queens, N.Y. The loan was transferred to JER on April 9, 2008, due
to payment default. The property is currently 100% occupied. JER
has initiated a cash trap and expects to collect sufficient funds
to make the monthly payments. Standard & Poor's does not consider
the loan to be a credit concern at this time.

Five ($35.3 million, 1.5%) of the 14 loans ($365.9 million, 15.2%)
in the pool that have a reported low DSC are credit concerns. The
five loans are secured by hotel, retail, and office properties
that have experienced a combination of declining occupancy and
higher operating expenses. The loans have an average balance of
$7.0 million and have experienced a weighted average decline in
DSC of 42% since issuance. The nine loans with low DSC that are
not considered credit concerns at this time have demonstrated
improved performance based on interim financial reports, or have
relatively low leverage.

As of the Oct. 15, 2008, remittance report, the collateral pool
consisted of 171 loans with an aggregate balance of $2.40 billion,
compared with the same number of loans with an aggregate balance
of $2.42 billion at issuance. The master servicer reported
financial information for 97% of the pool, 94% of which was full-
year 2007 data. Standard & Poor's calculated a weighted average
DSC of 1.44x for the pool, down from 1.45x at issuance. All of the
loans in the pool are current except for the loans with the
special servicer.

The top 10 loans have an aggregate outstanding balance of $1.1
billion (47.5%) and a weighted average DSC of 1.46x, down slightly
from 1.47x at issuance. Two of the top 10 loans have credit
characteristics that are consistent with those of investment-grade
rated obligations. The largest loan in the pool, the One Seaport
Plaza loan, has a trust balance of $225.0 million (9.35% of the
pool balance) and a whole-loan balance of $240 million. The whole
loan includes the $225.0 million A note in the trust and a $15
million subordinate B note that is held outside of the trust. The
loan is secured by a first mortgage encumbering the fee interest
in a 35-story class A office building with a total of 1.025
million net rentable sq. ft. located in New York City's financial
district. The building occupies the entire city block bordered by
Water Street, Front Street, John Street, and Fulton Street.
Wachovia N.A. leases 46% of the net rentable area (NRA) at the
property and subleases most of the space. On Oct. 3, 2008, Wells
Fargo announced its acquisition plans for Wachovia. The
acquisition is planned to close by year end and Wells Fargo is
expected to assume the lease obligation. Standard & Poor's will
continue to monitor the situation.

The Deptford Mall loan is the seventh-largest loan in the pool and
has a trust balance of $80 million and whole loan balance of
$172.5 million. The whole loan includes a $80 million pari passu
note included in the trust, a $60 million pari passu note included
in the Morgan Stanley Capital I Trust 2007-HQ12 transaction, and a
$32.5 million subordinate B note that is held outside of the
trust. The loan is secured by a first mortgage encumbering 346,626
sq. ft. of a 1,043,068-sq.-ft. regional mall in Deptford, N.J., 13
miles south of Philadelphia. For the year ended Dec. 31, 2007, DSC
was 2.21x and occupancy was 99.6%. Standard & Poor's adjusted
valuation for this loan is comparable with its level at issuance.

The servicers provided property inspections for all of the assets
that underlie the top 10 loan exposures. All of the properties
were characterized as "good."

Capmark reported a watchlist of 34 loans ($429.3 million, 17.8%).
While two of the top 10 largest loans ($136.2 million, 5.6%) in
the pool are on the servicer's watchlist for low DSC, they are
performing within S&P's expectations and are not credit concerns
at this time.

Standard & Poor's identified three loans ($18.7 million; 0.8%)
backed by properties in areas affected by Hurricane Ike. Capmark
reported no significant damage at these properties.

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

                          RATINGS LOWERED

Morgan Stanley Capital I Trust 2007-HQ11

        Rating
Class  To      From    Credit enhancement (%)
-----  --      ----    ----------------------
N      B+      BB-                       1.98
O      B       B+                        1.86
P      B-      B                         1.48
Q      CCC+    B-                        1.10

                         RATINGS AFFIRMED

Morgan Stanley Capital I Trust 2007-HQ11

Class      Rating   Credit enhancement (%)
-----      ------   ----------------------
A-1        AAA                       30.11
A-1A       AAA                       30.11
A-2        AAA                       30.11
A-3-1      AAA                       30.11
A-3-2      AAA                       30.11
A-AB       AAA                       30.11
A-4        AAA                       30.11
A-4FL      AAA                       30.11
A-MFL      AAA                       20.07
A-M        AAA                       20.07
A-J        AAA                       12.16
B          AA+                       11.40
C          AA                         9.90
D          AA-                        8.89
E          A+                         8.39
F          A                          7.51
G          A-                         6.50
H          BBB+                       5.37
J          BBB                        4.37
K          BBB-                       2.99
L          BB+                        2.61
M          BB                         2.36
X          AAA                         N/A

                       N/A -- not applicable


NATIONAL RV: Judge Carroll Approves Plan Disclosure Statement
-------------------------------------------------------------
The Hon. Peter Carroll of the United States Bankruptcy Court for
the Central District of California approved a disclosure statement
explaining a plan of liquidation dated Aug. 26, 2008, Jamie Mason
of The Deal reports.  Minor objections to the disclosure statement
were resolved, he says.

A hearing is set for Dec. 16, 2008, to consider confirmation of
the company's plan, the report says.

There were some modifications made to the company's disclosure
statement, which will be outlined in an amended disclosure
statement to be filed with the Court, the report says.  XRoads
Solutions Group LLC's Michael Schwarzmann will serve as
liquidating trustee, the report notes.

The plan will be funded with $7 million in cash that the company
hopes to generate from liquidating its assets and proceeds from
litigation, the report relates.

According to the Deal, administrative, priority tax claims and
priority not-tax claims will be paid in full in cash on the plan's
effective date.  Prepetition administrative goods claims, totaling
$2.5 million, will be paid in full in cash while holders of filing
tax claims are expected to get a full recovery in cash, the report
says.

Secured creditor Wells Fargo Bank, NA, was paid during the
company's bankruptcy; However, other secured creditors, totaling
$100,000, will be paid in full in cash, the report says.

The report relates unsecured creditors will recover 100% of its
$479,000 in claims but unsecured creditors of the company's
affiliate, National RV Inc., will receive between 10% and 49%
under the plan.

Convenience claims, totaling $1.6 million, will get a 65% recovery
in cash, and subordinated will receive a 50% recovery under a
settlement through a $75,000 payment, the report says.

                        About National R.V.

Headquartered in Perris, California, National R.V. Holdings
Inc. (Pink Sheets: NRVH) -- http://www.nrvh.com/-- through its
wholly owned subsidiary, National RV Inc., produces motorized
recreational vehicles.  National RV designs, manufactures and
markets Class A gas and diesel motorhomes under model names Surf
Side, Sea Breeze, Dolphin, Tropi-Cal, Pacifica and Tradewinds.

The Companies filed for Chapter 11 protection on Nov. 30, 2007
(Bankr. C.D. Calif. Lead Case No. 07-17937).  David Guess, Esq.,
at Klee Tuchin Bogdanoff & Stern LLP, represents the Debtors in
their restructuring efforts.  The Debtors selected OMNI Management
Group LLC as their claim, notice and balloting agent.  The U.S.
Trustee of Region 16 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors in this case.  Pachulski
Stang Ziehl & Jones LLP represents the Committee.

When the Debtors filed for protection against their creditors, it
listed total assets of $54,442,000 and total debts of $30,128,000.


NON-INVASIVE MONITORING: Eisner LLP Raises Going Concern Doubt
--------------------------------------------------------------
Eisner LLP, in New York, expressed substantial doubt about Non-
Invasive Monitoring Systems Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended July 31, 2008 and 2007.  The auditing firm pointed to
the company's recurring net losses, cash outflows from operating
activities and accumulated deficit and substantial purchase
commitments.

The company reported net loss of $1,848,000 for fiscal year ended
July 31, 2008, compared to net loss of $1,372,000 for the same
period in the previous year.

                  Liquidity and Capital Resources

At July 31, 2008, the company has cash of $86,000 and working
capital of $494,000.  These funds will not be sufficient for its
operating needs, and the company will need to obtain additional
debt or equity financing to continue its business activities
during fiscal 2009.  No assurance can be given that such
additional financing will be available on acceptable terms or at
all.

Net cash used in operating activities increased to $2,232,000 for
the year ended July 31, 2008, from $948,000 for the year ended
July 31, 2007.  This increase of $1,284,000 was principally due to
an increase in inventory and advances to Sing Lin as the company
prepares to commence sales of the full line of Exer-Rest(R)
platforms, and the increase in operating expenses.

Net cash provided by investing activities was $86,000 for the year
ended July 31, 2008, due to the redemption of $400,000 in
certificates of deposit held as collateral for bank notes, offset
by cash payments of $300,000 for Exer-Rest(R) tooling and the
$25,000 purchase of five Exer-Rest(R) AT units to be used for
demonstration purposes.  Investing activities in 2007 used
$419,000, due to the initial purchase of the $400,000 of
certificates of deposit.

Net cash provided by financing activities decreased to $1,076,000
for the year ended July 31, 2008, from $2,119,000 for the year
ended July 31, 2007.  The decrease of $1,043,000 was due to the
difference between the $1.5 million raised by the April 2008
Series D Preferred Stock Offering and the $2.2 million raised by
the October 2006 Equity Financing.  Cash flows from financing
activities were also lower in 2008 due to the repayment of the
$500,000 of bank notes secured by the certificates of deposit.

Non-Invasive Monitoring's balance sheet at July 31, 2008, showed
total assets of $1, 459,000, total liabilities of $495,000 and
shareholders' equity $964,000.

A full text copy of the company's annual financial report is
available for free at http://ResearchArchives.com/t/s?3496

                  About Non-Invasive Monitoring

Based in Miami, Florida, Non-Invasive Monitoring Systems Inc.
(OTC BB: NIMU) -- http://www.nims-inc.com/-- is engaged in the
development of innovative medical products utilizing new and
unique technologies to address a wide variety of medical
conditions.  The company specializes in products that use a
natural approach to assist subjects without the use of drugs or
any invasive procedures.

The company's flagship product is the Acceleration Therapeutics
AT-101.


NYMAGIC INC: Fitch Downgrades Sr. Debt to 'BB+'; Outlook Negative
-----------------------------------------------------------------
Fitch Ratings has downgraded these ratings:

   NYMAGIC, INC.

   -- Issuer Default Rating (IDR) to 'BBB-' from 'BBB';

   -- $100 million senior debt 6.5% due March 15, 2014 to 'BB+'
      from 'BBB-'.

The Outlook is Negative.

The rating action follows NYMAGIC's announcement that the company
posted a third-quarter year-to-date net loss of $85 million,
including $30 million of after-tax realized investment losses, net
investment losses of $48 million, and after-tax catastrophe losses
of $5 million. In addition, the results include an after-tax
charge of $8 million as a result of a settlement of certain
disputed reinsurance receivables taken in the second quarter.

The combination of these issues has negatively affected the
organization's capital position and financial flexibility.
NYMAGIC's debt-to-total capital ratio was roughly 35% at Sept. 30,
2008, up from 26% at Dec. 31, 2007, due to a 34% drop in
shareholders' equity through the first nine months of 2008.

The Negative Rating Outlook reflects the significant unrealized
market value losses that have impacted almost all insurers due to
unprecedented market volatility. The Negative Outlook also
reflects uncertainty as to the timing and extent of any recovery
in market values and concerns related to ongoing market volatility
that has the potential for significant further reductions in
capital if market values decline further, and additional
impairments are recognized.

Fitch expects NYMAGIC's GAAP earnings-based interest coverage to
be negative in 2008. Fitch notes that NYMAGIC held almost $36
million of cash and $46 million of investments at the holding
company at Sept. 30, 2008 (down from $120 million at year-end
2007) that can be used to service debt. However, Fitch expects
NYMAGIC's ability to upstream statutory dividends from the
operating subsidiaries to the holding company will be reduced in
2009 by regulatory restrictions that limit the amount of dividends
that can be paid without prior approval to the lesser of statutory
net income or 10% of policyholders' surplus (PHS). Additionally,
the company infused $20 million in capital to the operating
subsidiaries earlier this year and Fitch believes the company may
downstream an additional amount if PHS continues to decline.

Fitch believes NYMAGIC's results in 2008 demonstrate a higher
level of financial volatility than what was anticipated at the
prior rating level. NYMAGIC employs a non-traditional investment
strategy with 45% of the portfolio in hedge funds, residential
mortgage backed securities (RMBS) and preferred stock. These
securities were the primary drivers of the large investment
losses. Fitch believes NYMAGIC's exposure to additional investment
losses during the remainder of 2008 and into 2009 is greater than
many of its property-casualty peers whose portfolios are weighted
more heavily to U.S. treasuries and municipal bonds.

NYMAGIC's investment portfolio includes seven Alt-A, super senior
RMBS with a fair value of $62.3 million on a GAAP basis, or 11.2%
of its total cash and investment portfolio at Sept. 30, 2008. As a
result of the housing market turmoil and uncertainty regarding the
asset valuations of these securities given market illiquidity, the
company recorded other-than-temporary impairment (OTTI) charges of
$7 million in 2007 and $40 million thus far in 2008. On a
statutory basis, these securities are carried at an amortized cost
of $100 million, or 55% of PHS. Should these securities experience
economic losses or suffer a ratings downgrade to below investment
grade (they are currently rated 'AAA'), PHS would be negatively
impacted.


OSI RESTAURANT: Moody's Junks Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating (PDR) and corporate family rating (CFR) of OSI Restaurant
Partners, LLC (OSI) to Caa1 from B2. In addition, Moody's lowered
the senior unsecured ratings of OSI to Caa3 (LGD5, 86%) from Caa1
(LGD5, 85%) and senior secured ratings to B3 (LGD3, 33%) from B1
(LGD3, 33%). The outlook is stable.

The downgrades reflect the company's weaker than expected
operating performance and debt protection measures as a
deteriorating macroeconomic environment, cost inflation, and
competitive pressures continue to weigh heavily on consumer
spending and this issuer's margins, earnings, and cash flow. The
affirmation of the SGL-3 speculative grade liquidity rating
reflects Moody's view that OSI's liquidity should remain adequate
over the upcoming twelve months, although the cushion under the
company's covenants is modest and could limit availability under
its revolver.

Ratings downgraded are:

   * Corporate family rating lowered to Caa1 from B2,

   * Probability of default rating lowered to Caa1 from B2,

   * $150 million working capital revolver maturing in 2013
     lowered to B3 (LDG 3, 33%) from B1 (LGD 3, 33%)

   * $100 million pre-funded revolver maturing in 2013 lowered to
     B3 (LGD 3, 33%) from B1 (LGD 3, 33%)

   * $1.310 billion term loan B maturing in 2014 lowered to B3
     (LGD 3, 33%) from B1 (LGD3, 33%)

   * $550 million senior unsecured notes maturing in 2015 lowered
     to Caa3 (LGD 5, 86%) from Caa1 (LGD 5, 85%)

Rating affirmed:

   * SGL-3 speculative grade liquidity rating

The outlook is stable.

The Caa1 corporate family rating reflects OSI's relatively weak
operating performance, high leverage, and weak interest coverage.
The ratings also reflect Moody's view that increasing consumer
weakness and economic uncertainties will continue to negatively
impact operating performance and make it difficult for OSI to
materially improve earning over the intermediate term. However,
the ratings also incorporate OSI's meaningful scale, the
significant brand awareness of Outback Steakhouse, and geographic
diversity.

The stable outlook reflects Moody's view that OSI will maintain a
level of operating performance and debt protection measures that
are appropriate for its ratings and that the company's liquidity
will remain adequate.

The most recent rating action on OSI was the downgrade of its
speculative grade liquidity rating to SGL-3 from SGL-2 and the
change in outlook to negative from stable in March 2008.

OSI Restaurant Partners, Inc., (OSI) headquartered in Tampa,
Florida, is one of the largest casual dining restaurant companies
in the world with eight concepts located throughout the United
States and in 20 countries. Core concepts include Outback
Steakhouse, Carrabba's Italian Grill, and Bonefish Grill. For the
LTM period ended June 30, 2008, total revenues were approximately


PAUL REINHART: May Liquidate Under Chapter 11 Absent Financing
--------------------------------------------------------------
Paul Reinhart is planning to push a plan to liquidate its assets
under Chapter 11 of the U.S. Bankruptcy Code if the company could
not locate a purchaser or obtain financing to reorganize,
Bloomberg News reports.

The company's counsel said in a telephone interview that it may
ask a 363 sale if the company receives bids for large portion of
its assets; otherwise the sale will be made in the ordinary course
of business, the report says.

Based in Richardson, Texas, Paul Reinhart Inc. is a cotton
merchant serving organic and traditional growers and textile
mills.  The company filed for Chapter 11 relief on Oct. 15, 2008
(Bankr. N.D. Tex. 08-35283).  Deborah M. Perry, Esq., and E. Lee
Morris, Esq., at Munsch Hardt Kopf & Harr, P.C., represent the
Debtor as counsel.  The U.S. Trustee for Region 6 appointed
creditors to serve on an Official Committee of Unsecured Creditors
in this cases.  Michael R. Rochelle, Esq., at Rochelle McCullough
L.L.P., represents the Committee.  When the Debtor filed for
protection from its creditors, it listed assets of between
$100 million and $500 million, and the same range of debts.


RADNOR HOLDINGS: Wants to Modify First Amended Chapter 11 Plan
--------------------------------------------------------------
Radnor Holdings Corporation and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
authority to modify their first amended joint Chapter 11 plan of
liquidation dated March 20, 2008.

A hearing is set for Dec. 1, 2008, at 9:30 a.m., to consider
approval of the motion.  Objections, if any, are due Nov. 24,
2008, by 4:00 p.m.

In addition, the Debtors delivered to the Court a second amended
joint Chapter 11 plan of liquidation dated Oct. 31, 2008, which
contemplates, among other things:

    i) no substantive consolidation;

   ii) no cram down of secured lender Wells Fargo Bank, N.A.; and

  iii) certain distributions to secured lenders will be channeled
       to creditors holding allowed administrative, priority and
       non-tax priority claims.

The Debtors may move to dismiss certain of their Chapter 11 cases
if the second amended plan is rejected or, in the alternative,
convert certain of their cases to Chapter 7 liquidations.

                Overview of the Second Amended Plan

The plan contemplates the liquidation of the Debtors' assets and
the resolution of the outstanding claims against and interest in
the Debtors.

The plan provides for the distribution of certain proceeds from
any sale and the creation of a liquidating trust that will
administer and liquidate all remaining property of the Debtors
including causes of action.

The plan further provides for (i) the distribution to certain
holders of administrative expense and priority claims, and the
funding of the plan trust, and (ii) the termination of all
interests in the Debtors and liquidation of their affairs.

Moreover, the plan provides for he issuance of new common stock to
the plan trust.

The Debtors have insufficient assets in the estate to pay all
administrative, priority tax and non-tax priority claims.  Several
of the Debtors have no assets and are obliged on large priority
tax claims.

The secured lenders hold a superpriority administrative expense
adequate protection claim of $27.6 million against the Debtors,
which is senior in right of payment to other administrative claims
and priority tax claims.  The secured lenders also assert other
administrative claims of $12 million.  Secured lenders may not
receive any distribution if the plan is rejected.

In addition, the secured lender agreed that (a) allowed
professional advisors fee claims of the Debtors will be paid
before to any payments on account of the secured lenders' allowed
claims; and 5% of all distributions to the secured lenders on
account of their claims will be distributed on a pro rata basis to
holders of allowed administrative, priority tax and non-tax
priority claims until the claims are paid in full.

The Plan classifies interests against and liens in the Debtors in
nine classes.  The classification of treatment claims are:

                       Treatment of Claims

           Class         Type of Claims      Treatment
           -----         --------------      ---------
           unclassified  administrative      impaired

           unclassified  priority tax        impaired

           1             assumed             unimpaired
                         liabilities

           2             other secured       unimpaired

           3             non-tax priority    impaired

           4A            secured lender      impaired

           4B            midland             impaired

           5             general
                         unsecured           impaired

           6             intercompany        impaired

           7             subordinated 510(c) impaired

           8             subordinated 510(b) impaired

           9             old equity interest

Under the plan, these claims will be paid in full in cash,
including:

   -- Administrative claims;
   -- Priority Tax Claims;
   -- Assumed Liabilities Claims;
   -- Other Secured Claims; and
   -- Non-Tax Priority Claims.

On the distribution date, holders of secured lender claims,
totaling approximately $28 million, will also receive in full from
the liquidating trustee.  The holders and their agent have the
right to prove that claims exceed $28 million.  Payment of these
claims will be secured by all of the assets and property of the
estate.

Each holders of Midland claims will be entitled to the rights
provided in the Midland Loan documents.  However, certain of the
covenants and other terms of that documents will be modified, as
of the effective date of the Plan.

Holders of General Unsecured claims will receive in full a pro
rata share of the initial distribution amount, after secured
lender's claims are paid in full.

On the effective date of the plan, these claims will be canceled
and each holders of these claim will not receive any property:

   -- Intercompany claims;
   -- Subordinated 510(c) claims;
   -- Subordinated 510(b) claims; and
   -- Old Equity Interests.

A full-text copy of Radnor's Disclosure Statement dated March 20,
2008, is available for free at:

                http://ResearchArchives.com/t/s?2986

A full-text copy of Radnor's First Amended Joint Chapter 11 Plan
of Liquidation is available for free at:

                http://ResearchArchives.com/t/s?286f

A full-text copy of Radnor's Second Amended Joint Chapter 11 Plan
of Liquidation is available for free at:

                http://ResearchArchives.com/t/s?34b3

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.

The Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  The U.S. Trustee recently disbanded the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RESOURCE REAL ESTATE: Fitch Holds B Rating on $28.7M Class M Loans
------------------------------------------------------------------
Fitch Ratings affirms and assigns Rating Outlooks to Resource Real
Estate Funding CDO 2007-1 Ltd./LLC (RRE 2007-1) as:

   -- $180,000,000 class A-1 at 'AAA'; Outlook Stable;
   -- $50,000,000 class A-1R at 'AAA'; Outlook Stable;
   -- $57,500,000 class A-2 at 'AAA'; Outlook Stable;
   -- $22,500,000 class B at 'AA+'; Outlook Stable;
   -- $7,000,000 class C at 'AA'; Outlook Stable;
   -- $26,750,000 class D at 'AA-'; Outlook Stable;
   -- $11,875,000 class E at 'A+'; Outlook Stable;
   -- $11,875,000 class F at 'A'; Outlook Stable;
   -- $11,250,000 class G at 'A-'; Outlook Stable;
   -- $11,250,000 class H at 'BBB+'; Outlook Stable;
   -- $11,250,000 class J at 'BBB'; Outlook Stable;
   -- $10,000,000 class K at 'BBB-'; Outlook Stable;
   -- $18,750,00,000 class L at 'BB'; Outlook Stable;
   -- $28,750,000 class M at 'B'; Outlook Stable.

Fitch has affirmed and assigned a Stable Outlook to all classes
due to the stable performance of the portfolio and adequate
cushion in the Poolwide Expected Loss (PEL). The credit
characteristics of the loans have improved since the last review
as more loans within the pool progressed in the realization of
their business plan. This improvement was dampened by the addition
of two assets (2.9% of the collateral) contributed to the pool
with a higher expected loss than the three loans that paid off or
were sold at par and the downgrade of five CMBS bonds (3.9% of the
pool) since last review. The PEL was further impacted by the
application of the interim surveillance methodology for CMBS
assets. The as-is PEL is 27.875% compared to a PEL covenant of
36%, which results in 8.125% of PEL reinvestment cushion.

This transaction remains Under Analysis reflecting the potential
for ratings to be impacted by the proposed change to Fitch's
rating methodology for CDOs with exposure to all types of
structured finance assets, as announced on Oct. 14, 2008.

   Transaction Summary:

RRE 2007-1 is a revolving commercial real estate (CRE) cash flow
collateralized debt obligation (CDO) that closed on June 26, 2007.
It was incorporated to issue $500,000,000 of floating and fixed
rate notes and preferred shares. As of the Oct. 21, 2008 trustee
report and based on Fitch categorizations, the CDO is
substantially invested as follows: commercial mortgage whole loans
and A-notes (63.4%), B-notes (11.2%), commercial real estate
mezzanine loans (10.5%), commercial mortgage-backed securities
(9.3%), and uninvested proceeds (5.5%). The CDO is also permitted
to invest in real estate bank loans and REIT debt. As of Oct. 21,
2008, $35.4 million had been advanced from the A-1R class with
$14.6 million remaining compared to $9.6 million in future funding
commitments remaining on the loans within the transaction.

The portfolio is selected and monitored by Resource Real Estate,
Inc. (RRE). RRE 2007-1 has a five-year reinvestment period during
which, if all reinvestment criteria are satisfied, principal
proceeds may be used to invest in substitute collateral. The
reinvestment period ends in August 2012.

   Performance Summary:

The CDO's PEL covenant varies depending on the in-place weighted
average spread (WAS). The transaction has an 8.125% cushion to its
maximum PEL covenant of 36%, based on the current WAS of 2.5%.

Since Fitch's last review in March 2008, the as-is PEL decreased
to 27.875%. The improvement is attributed to the realization of
sponsor business plans. However, this improvement was dampened by
the addition of two assets with a higher weighted average expected
loss than those repaid or removed and the application of the
interim surveillance model for commercial real estate structured
securities.

One new loan (1.9%) and one rated security (1%) were added which
have a higher weighted average expected loss than the three loans
(6.1%) that were repaid or sold. The newly added CRE loan is a
mezzanine position secured by an interest in a portfolio of twelve
luxury hotels located in resort locales including San Juan,
Jamaica and the Florida Keys. The class K tranche of the JPMCC
2006-FL2 (rated 'BBB-' by Fitch) was also added. Two rated
securities, WBCMT 2007-C30 Class K (1%) and MLCFC 2007-6 Class H
(1%) were both recently downgraded due to their exposure to a loan
secured by Stuyvesant Town - Peter Cooper Village. This loan
accounts for 19% of the WBCMT transaction and 9.5% of the MLCFC
transaction. The loan, which had a 'BBB-' shadow rating at
issuance, is no longer considered investment grade.

As of the October 2008 trustee report, the CDO was in compliance
with all but two of its reinvestment covenants. The CDO has
exceeded the maximum Fitch Loan Diversity Index (LDI) covenant
with a current LDI of 350 as compared to the covenanted maximum of
345. Additionally, the CDO has a maximum of 0% below investment
grade securities. Currently, the pool has 2.9%. Both the
concentration of the assets and the credit quality of the
securities are factored into the determination of the pool's as-is
PEL.

The WAS has remained consistent at 2.5% as compared to 2.51% at
last review, maintaining a slight cushion to its covenant of
2.45%. The weighted average coupon has also remained consistent at
7.27% as compared to 7.28% at last review, also above its covenant
of 6.5%. The overcollateralization (OC) and interest coverage (IC)
ratios of all classes have remained above their covenants, as of
the October 2008 trustee report.

   Collateral Analysis:

The majority of the collateral continues to be whole loans and A-
notes loans at 63.4%. As of the October 2008 trustee report, the
CDO is within all its property type covenants. Based upon Fitch
categorizations, loans on multifamily and office properties,
representing 23.7% and 18.7% of the portfolio respectively, remain
as the largest property type categories. There is one loan
representing 2% of the pool that is backed by a condominium
conversion. The CDO is also within all of its geographic location
covenants with the highest percentage of assets located in
California at 28.6% and New York at 14% of the portfolio.

The Fitch Loan Diversity Index (LDI) increased to 350 from 343 at
last review, which represents average diversity as compared to
other CRE CDOs. The LDI covenant is 345 and no single obligor or
group of affiliated obligors may represent more than 8% of the
portfolio. Based upon the trustee report, the largest obligor
currently represents 6.2% of the transaction.

   Collateral Asset Manager:

Resource Real Estate Inc. (RRE and affiliates) originates,
acquires, invests in, and manages a diversified portfolio of
commercial real estate loans (CRELs) and securities, including
whole loans, B notes, mezzanine loans, and commercial mortgage-
backed securities (CMBS) investments on behalf of Resource Capital
Corp. (RCC; NYSE: RSO), an externally managed real estate
investment trust. RRE has $1.8 billion of assets under management.
RRE's business lines also include the resolution of a portfolio of
one-off restructured commercial mortgages acquired between 1991
and 1998, the sponsorships of private equity funds that invest in
stable multifamily properties on a nationwide basis, and the
structuring and management of tenant-in-common investment
interests in real property.

RRE is a wholly owned subsidiary of Resource America, Inc. (RAI).
RAI is a publicly traded specialized asset management company
managing $18.8 billion as of June 30, 2008; this includes 38
collateralized debt obligations (CDOs) within its core competency
sectors: financial institutions, real estate, asset-backed
securities, syndicated loans, and leasing.

   Ongoing Surveillance:

Upgrades during the reinvestment period are unlikely given the
pool could still migrate to the PEL covenant. Fitch will consider
assigning Negative Outlooks or placing classes on Rating Watch
Negative should the reinvestment cushion fall to 2% or below.
Additionally, Fitch performs underlying property value decline
stress testing on the CDO's liabilities. To the extent investment
grade rated bonds could be impaired by a 25% property value
decline, classes could also be assigned Negative Outlooks, placed
on Rating Watch Negative or downgraded. The Fitch PEL is a measure
of the hypothetical loss inherent in the pool at the 'AA' stress
environment before taking into account the structural features of
the CDO liabilities. Fitch PEL encompasses all loan, property, and
pool-wide characteristics modeled by Fitch.

Fitch will continue to monitor and review this transaction and
will issue an updated Snapshot report after each committeed
review. The surveillance team will conduct a review whenever there
is approximately 15% change in the collateral composition,
quarterly, or semi-annually.

The ratings of the class A-1, A-1R, A-2, B, C, and D notes address
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the aggregate outstanding amount of principal by the stated
maturity date. The ratings of the class E, F, G, H, J, K, L, and M
notes address the likelihood that investors will receive ultimate
interest and deferred interest payments, as per the governing
documents, as well as the aggregate outstanding amount of
principal by the stated maturity date.

Fitch introduced Rating Outlooks for U.S. structured finance in
September 2008 to provide investors with forward-looking analysis
for a structured finance tranche's credit performance. Fitch's
Rating Outlook indicates the likely direction of any rating change
over a one- to two-year period and may be Positive, Negative,
Stable or, occasionally, Evolving. More information is available
in Fitch's Sept. 11, 2008 report 'Introducing Rating Outlooks for
U.S. Structured Finance Bonds'.

For CREL CDOs, a Negative Outlook may be assigned to any class
that fails Fitch's stress testing. Fitch's stress testing assumes
various property value declines for each rating stress. Based on
these results, any loan whose loan-to-value ratio is greater than
100% is assumed to default with the recovery calculated based on
the property value in that rating stress.


SCO GROUP: Novell Inc. Wants $625,487 Payment For Linux/Unix
------------------------------------------------------------
Heise Online reports that Novell Inc. is demanding a $625,486.90
payment from SCO Group.

Heise Online relates that SCO and Novell are in a legal battle
over SCO's claims concerning ideas and concepts in Linux and Unix.
According to its financial statements, SCO has $1.6 million in
cash available.  Heise Online relates that before any possible
insolvency of SCO occurs, Novell wants to see the money it is
entitled to in accordance with the court ruling.  SCO, says Heise
Online, has appealed against that ruling, but has accepted the sum
in question as an outstanding debt.

According to Heise Online, Novell said that it doesn't believe the
plan for reorganization that SCOPDF at the SCO Forum presented in
Las Vegas.  Heise Online says that under the plan, an investor
will join SCO and that the company will transfer vested rights
with retained value to a new company, SCO Operations.  The report
states that the ongoing actions against IBM, Novell, Red Hat, and
others would remain with the old SCO.

                       About Novell Inc.

Headquartered in Waltham, Massachusetts, Novell Inc. (Nasdaq:
NOVL) -- http://www.novell.com/-- delivers infrastructure
software for the Open Enterprise.  Novell provides desktop to data
center operating systems based on Linux and the software required
to secure and manage mixed IT environments.

                        About The SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX)
fka Caldera International Inc. -- http://www.sco.com/--
provides software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to
medium business and UnixWare for enterprise applications and
digital network services.

The company has office locations in Australia, Austria,
Argentina, Brazil, China, Japan, Poland, Russia, the United
Kingdom, among others.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsels.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in these cases due to insufficient response
from creditors.  The Debtors' schedules showed total assets of
$9,549,519 and total liabilities of $3,018,489.


SEA CONTAINERS: Bermuda OKs Voting on Scheme of Arrangement
-----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated October 15, 2008, Sea Containers Limited
disclosed that on October 8, 2008, the Supreme Court of Bermuda
authorized SCL to (i) begin soliciting votes on its Scheme of
Arrangement, pursuant to Section 99 of the Companies Act 1981 of
Bermuda between SCL and its scheme creditors, and (ii) distribute
to its creditors a related explanatory statement.

The deadline for SCL's creditors to accept or reject the Scheme
of Arrangement is on November 10, 2008.

In connection with the Debtors' Second Amended Joint Plan of
Reorganization and Disclosure Statement, five directly or
indirectly owned subsidiaries of SCL filed with the High Court of
Justice of England & Wales proposed schemes of arrangement
pursuant to Part 26 of the Companies Act 2006 of Great Britain,
and a related explanatory statement with respect to each scheme.
The five subsidiaries are:

   (1) 0438490 Travel Limited;
   (2) 1882420 Limited;
   (3) SC Maritime Limited;
   (4) Sea Containers Services Limited; and
   (5) Yorkshire Marine Containers Limited

Copies of the proposals are available at SEC:

  http://sec.gov/Archives/edgar/data/88095/000110465908064195/a08-
24803_38k.htm


Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.  Sea
Containers Ltd. and two subsidiaries filed for Chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083. (Sea Containers Bankruptcy News; Bankruptcy
Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: To Enter into $150MM Exit Financing
---------------------------------------------------
To successfully emerge from bankruptcy and consummate the
transactions contemplated under their Second Amended Joint Plan
of Reorganization, Sea Containers Ltd. and two subsidiaries need
to secure exit financing, relates Robert S. Brady, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware.

For this reason, the Debtors seek the authority from the U.S.
Bankrutpcy Court for the District of Delaware to enter
into a $150,000,000 exit financing with Fortis Bank (Nederland)
N.V. and DVB Bank S.E. pursuant to a commitment letter.

In addition to repaying the DIP loan, the Plan provides that the
Debtors use Exit Financing proceeds to fund certain payments
under the Plan, and provide working capital for SeaCo Finance
Ltd., the entity to which Sea Containers Ltd.'s container
interests will be transferred.

A copy of the Commitment Letter is available for free at:

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

                      The Exit Facility

Under the Commitment Letter, the Exit Lenders will provide SCL
with exit financing consisting of a term loan facility of up to
$150,000,000.

Borrower          SeaCo Finance Ltd.

Guarantors        Sea Containers SPC Ltd, Quota Holdings Ltd.
                   and Newco America

Administrative    Fortis Bank
Agent

Term Loan         Aggregate principal amount of up to
Facility          $150,000,000 will be available pursuant to a
                   five-year term loan facility.

Maturity          The fifth anniversary after the Funding Date.
                   The Funding Date is expected to occur on or
                   prior to January 31, 2009.

Fees              * Upfront fee of 1.75% of the initial
                     principal amount under the Term Loan
                     Facility;

                   * Administrative Agent fee of $75,000 fixed
                     annual fee;

                   * Commitment fee of 3% per annum of the
                     facility amount;

                   * Work fee of $250,000; and

                   * Termination fee equal to (i) 75% of the
                     Upfront Fee, minus (ii) the Work Fee.

Events of         The usual and customary events in transaction
Default           of this type, including nonpayment of
                   principal, interest and fees, and failure to
                   perform covenants, and subject to carveout,
                   materiality and knowledge qualifiers, and cure
                   provisions.

Remedies upon an   Upon an Event of Default, the Exit Lenders
Event of Default   will be entitled to (i) accelerate the payment
                   of all obligations owing under the Facility,
                   and (ii) instruct the Borrower to sell or
                   liquidate the owned containers, any finance
                   leases, and repatriation note with any
                   proceeds received being applied first to
                   satisfy the obligations owing under the
                   Facility.

Mr. Brady declares that a limited purpose entity, currently named
Topco, may be formed on or prior to the loan's funding date to
acquire the shares of the Borrower.  Topco will be an additional
guarantor, and will pledge its shares in the Borrower.

To secure the Loan, the Borrower and Sea Containers SPC Ltd. will
grant the Administrative Agent valid and perfected first priority
liens and security interests in all of their present and future
property and assets, subject to customary and negotiated
exceptions.

The terms of the Facility are reasonable, and the best one
available to the Debtors, Mr. Brady tells the Court.  He adds
that terms were finalized after lengthy negotiations and thorough
consideration of numerous financing arrangements.  Absent the
Court's approval, the Debtors will be hard-pressed to maintain
their exit timetable, he continues.

The Court will commence a hearing on November 6, at 3:00 p.m., to
consider the request.

To recall, the Debtors' voting and plan objection deadline is on
November 10, 2008.  The plan confirmation hearing will commence
on November 24.

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.  Sea
Containers Ltd. and two subsidiaries filed for Chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083. (Sea Containers Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SPECTRUM BRANDS: Receives NYSE Listing Non-compliance Notice
------------------------------------------------------------
Spectrum Brands, Inc. received written notice from the New York
Stock Exchange that the company 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 continued listing standards because both
its average total market capitalization was less than $75 million
over a 30 trading-day period and, at the same time, its
stockholders' equity was less than $75 million.  As of Oct. 31,
2008, the company's 30 trading-day average market capitalization
was approximately $72.4 million.

Under the applicable NYSE rules, the company has 45 calendar days
from receipt of the notice to submit a plan that demonstrates its
ability to achieve compliance with the continued listing standards
within 18 months of receipt of the notice.  Upon receipt of the
company's plan, the NYSE has 45 calendar days to review and
determine whether the company has made a reasonable demonstration
of its ability to come into conformity with the relevant standards
within the 18 month period.  The NYSE will either accept the plan,
at which time the company will be subject to ongoing monitoring
for compliance with this plan, or the NYSE will not accept the
plan and the company will be subject to suspension and delisting
proceedings.  As required by the NYSE's rules, the company plans
to notify the NYSE within 10 business days of receipt of the non-
compliance notice of the company's intent to submit a plan to
remedy its non-compliance.

"While we are extremely disappointed in the recent performance of
our stock, which was pressured during the last few months by an
extremely volatile market as well as by the distribution of over
12 million shares held by our largest shareholder, Thomas H. Lee
Partners, a private equity firm, in conjunction with the winding
down of one of its investment funds, we do not believe that this
notification reflects the performance of our businesses," said
Kent Hussey, CEO of Spectrum Brands.  "Although we are still in
the process of finalizing our full year fiscal 2008 financial
results and plan to report these results on Nov. 11, 2008, I am
pleased with the market share gains and expanded distribution that
we've been able to achieve in our Global Batteries & Personal Care
and Global Pet Supplies Business Segments this past quarter.  In
addition, we ended the fiscal year with approximately $105 million
in cash and $108 million of availability on our $225 million ABL
and in compliance with the requirements under our senior and
subordinated debt agreements."

If the average closing price of the company's common stock is less
than $1.00 over a consecutive 30 trading-day period, the company
is subject to receive a formal written notice from the NYSE
regarding its non-compliance with an additional NYSE continued
listing standard.  As of Oct. 31, 2008, the 30 trading-day average
closing share price of the company's common stock was $1.37, and
the closing price of the company's common stock on Nov. 4, 2008
was $0.67.  The company believes that it will become out of
compliance with this continued listing standard unless the market
price of its common stock increases significantly in the near
term.  In order to remain in compliance with the Closing Price
Rule, the share price and the consecutive 30 trading-day closing
price of the company's common stock must be above $1.00 within six
months from the date the company receives formal notice of non-
compliance from the NYSE.  If the company fail to meet these
standards at the expiration of the six month period, the NYSE will
commence suspension and delisting procedures.

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

                     About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect control
products, personal care products and portable lighting.

                          *     *     *

Spectrum Brands Inc. continues to carry Moody's Investor Services'
Caa2 probability of default rating and Caa1 long-term corporate
family rating which were placed on July 2008.


STEAKHOUSE PARTNERS: Abe & Mikel Alizadeh Acquires Roseville Unit
-----------------------------------------------------------------
Bob Shallit at The Sacramento Bee reports that Abe and Mitra
Allizadeh have acquired Steakhouse Partners Inc.'s unit in
Roseville.

The Sacramento Bee relates that Mitra Allizade hired former Buca
di Beppo executive David Chambers as general manager for the
Roseville steakhouse.  According to the report, Mitra Allizade and
Mr. Chambers will make cosmetic upgrades on the steakhouse with
more significant changes in customer service and food quality.

Based in San Diego, California, Steakhouse Partners Inc. and its
affiliates -- http://www.paragonsteak.com/-- own and operate
steakhouse restaurants in the U.S.  Their restaurants specialize
in complete steak and prime rib meals and also offer fresh fish
and other lunch and dinner dishes.  They operate under the brand
names of Hungry Hunter's, Hunter Steakhouse, Mountain Jack's and
Carvers.  Their menu also include fresh fish, seafood, pasta,
chicken, prime rib, steaks, appetizers and desserts.

As of Dec. 31, 2006, they operate 25 full-service steakhouse
restaurants located in eight states.  They operates solely in
domestic market.

The company and its affiliates filed for Chapter 11 protection on
May 15, 2008 (Bankr. S.D. Calif. Lead Case No. 08-04147).  Enid M.
Colson, Esq., at Liner Yankelevitz Sunshine & Regenstreif LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
consolidated total assets of $16,395,000 and total debts of
$26,010,000.


TRICOM SA: Chapter 11 Plan Status Hearing Set for December 18
-------------------------------------------------------------
Judge Stuart Bernstein of the United States Bankruptcy Court for
the Southern District of New York held a status conference on
Plan-related issues on Tricom, S.A., and its debtor-affiliates'
bankruptcy cases on Oct. 16, 2008.

During the conference, the Debtors' counsel, Larren Nashelsky,
Esq., at Morrison & Foerster, in New York, told the Court that the
Debtors intend to file a modified Plan of Reorganization and the
Disclosure Statement explaining the Plan by mid-November.

The Court scheduled Dec. 18, 2008, for hearing on the approval of
the Disclosure Statement.  Mr. Nashelsky said the Debtors intend
to re-solicit votes to have the Debtors' modified Plan confirmed.

Mr. Nashelsky related that after the Sept. 11, 2008, status
conference, the Debtors had numerous discussions with the Ad Hoc
Committee of Creditors, the Affiliated Creditors, Bank Credit
Cayman, Bancredito Panama, and Banco Leon.

Mr. Nashelsky said there were settlement discussions with Bank
Credit Cayman and Bank Credit Panama, and preliminary discussions
with Banco Leon.  Banco Leon, according to Mr. Nashelsky, is the
successor to Bank Credit of P.R., which was the bank that the
Pellerano family controls in the Dominican Republic.

Mr. Nashelsky told Judge Bernstein that despite the numerous
efforts, the Debtors did not reach settlements with any of the
creditors, but that they are continuing the discussions.  He said
the Debtors need to move forward with confirmation in a way that
allows them to come out of bankruptcy as quickly as possible and
preserves the disputed claims for resolution post confirmation.

According to Mr. Nashelsky, the Debtors spent a lot of time
talking to the Affiliated Creditors and the Ad Hoc Committee about
allowing for a disputed claims reserve.  However, he told Judge
Bernstein that the Debtors have no ability to put disputed claims
reserve in place from Class 7, which would be in cash.  The
Debtors will have to put a disputed claims reserve in Class
6, which, under the Plan of Reorganization, would pay notes and
the stock under the organized company.

The Debtors told the Court that there will be one unsecured class
that's going to be treated the same.  There will still be the
unimpaired trade creditors' class, which claims have all been
paid through earlier Court orders.

The Debtors said that to resolve the Class 7 Bank Claims, they
will bring three new disputed claims reserves related to the
$70,000,000 transaction.  Mr. Nashelsky said that, in a way, the
reserve has the effect of the Debtors' starting an inter-pleader
motion and putting their money in Court.

According to Mr. Nashelsky, the Debtors are still trying to talk
to the parties to come up with reasonable reserves and the
interests on their claims.  He said the Plan will be modified that
the disputed claims will be adjudicated post confirmation by
appropriate jurisdiction to be determined at a post confirmation
date.

           Creditors Raise Concerns on Claims Treatment

Richard Smolev, Esq., at Kaye Scholer, LLP, representing the
liquidators and Bancredito Panama, raised the issue on (i) the
inherent good faith of the Plan and (ii) what Arturo Pellerano is
getting out from the Plan.

Mr. Smolev pointed out that a significant enterprise value --
about 18-19% -- is going to the Affiliated Creditors, which are
affiliated to Mr. Pellerano.  Mr. Smolev asked whether the
Debtors' proposed treatment of the Affiliated Creditors is
appropriate and whether there should be equitable subordination.

John Howard Drucker, Esq., Cole, Schotz, Meisel, Forman &
Leonard, for Banco Leon, told the Court that the Bank disputes
the characterizations of the overlap of its claims with the
claims of the other banks.

               Ad Hoc Committee Agrees with Debtors

The Ad Hoc Committee said they agree with the Debtors on "moving
things forward as quickly as possible."  The Committee's counsel,
Alan Feld, Esq., at Manatt, Phelps & Phillips, LLP, said it is
important that the parties have fall-back position through the
reserve strategy.

                       About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in the
Dominican Republic.  Headquartered in Santo Domingo, Tricom offers
local, long distance, and mobile telephone services, cable
television and broadband data transmission and Internet services,
which are provided to more than 729,000 customers.

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The company also owns interests in undersea fiber-optic
cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in
New York City, represent the Debtors.  When the Debtors' filed for
protection from their creditors, they listed total assets of
$327,600,000 and total debts of $764,600,000.

As of June 30, 2008, Tricom had $316,325,466 in assets and
$771,970,349 in liabilities.

(Tricom Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


TICKETMASTER: S&P Sees Sales Challenge from Live Nation
-------------------------------------------------------
The world's largest ticketing services company, Ticketmaster, and
the world's largest concert promoter, Live Nation Inc., are waging
a battle on two fronts-on each other's turf, according to a new
Credit FAQ by Standard & Poor's Ratings Services titled "Live
Nation Breaks Up With Ticketmaster To Go Solo," published on
RatingsDirect. On the ticketing services front, Live Nation Inc.
(B/Stable/--) is currently Ticketmaster's (BB+/Stable/--) largest
customer, but this won't last much longer. Live Nation is ending
its agreement with Ticketmaster in January 2009 to launch an in-
house ticketing service for its facilities and is currently trying
to persuade third-party venues to switch ticketing service
providers once their contacts with Ticketmaster expire.

"For Ticketmaster, this represents not only the loss of its
largest client, but also the formation of a sizable competitor,"
explained Standard & Poor's credit analyst Hal F. Diamond. If Live
Nation is successful in launching its ticketing service,
Ticketmaster could face a formidable competitor with scale and,
just as importantly, artist relationships.


TUSA OFFICE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Tusa Office Solutions, Inc.
        fdba Polson-Tusa Corporate Relocation
        4201 International Parkway
        Carrollton, TX 75007

Bankruptcy Case No.: 08-45275

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Tusa-Expo Holdings Inc.                            08-45057
Office Expo, Inc.                                  08,45056

Type of Business: The Debtors are a full service furniture dealer.

                  See: http://www.tusaoffice.com/

Chapter 11 Petition Date: November 5, 2008

Court: Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Jeff P. Prostok, Esq.
                  jpp@forsheyprostok.com
                  Lynda L. Lankford, Esq.
                  llankford@forsheyprostok.com
                  Forshey & Prostok, LLP
                  777 Main St., Suite 1290
                  Ft. Worth, TX 76102
                  Tel: (817) 877-8855
                       (817) 878-2022
                  Fax: (817) 877-4151

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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


VERASUN ENERGY: Gets Court Initial OK on $40MM DIP Financing
------------------------------------------------------------
Judge Brendan Linehan Shannon of the United States Bankruptcy
Court for the District of Delaware authorized VeraSun Energy
Corporation and its debtor-affiliates to obtain up to
$40,000,000 of interim debtor-in-possession financing.

VeraSun Energy Corporation is authorized to borrow up to
$15,000,000 of DIP Financing from prepetition noteholders who
purchased the Debtors' senior secured notes due 2012.  The VSE
Borrower is also authorized to borrow an additional $10,000,000
upon entry into a definitive VSE DIP Loan Documentation on or
before Nov. 17, 2008.

A full-text copy of the Interim VSE DIP Order is available for
free at http://ResearchArchives.com/t/s?349e

Judge Shannon also authorized six VeraSun Debtors to borrow a
total of $30,000,000 in interim DIP Financing from AgStar
Financial Services, PCA:

                                          Financing
                                   ------------------------
  VeraSun Debtor                     Interim        Total
  --------------                   -----------   ----------
  VeraSun Hankinson, LLC            $3,000,000   $5,000,000
  VeraSun Dyersville, LLC            3,000,000    5,000,000
  VeraSun Ord, LLC                   1,500,000    2,500,000
  VeraSun Albert City, LLC           3,000,000    5,000,000
  VeraSun Woodbury, LLC              1,500,000    2,500,000
  VeraSun Central City, LLC          3,000,000    5,000,000

The Court also authorized the six VeraSun Debtors to access the
cash collateral securing the prepetition loan extended by AgStar
until the occurrence of a "Termination Event," which will mean the
earliest to occur of, among other things, December 3, 2008, after
the entry of the Interim Order if the Final Order has not been
entered by that date, or the occurrence of the Maturity Date.

Full-text copies of the Interim AgStar DIP Order are available for
free at:

              * http://ResearchArchives.com/t/s?349f
              * http://ResearchArchives.com/t/s?34a0
              * http://ResearchArchives.com/t/s?34a1
              * http://ResearchArchives.com/t/s?34a2
              * http://ResearchArchives.com/t/s?34a3
              * http://ResearchArchives.com/t/s?34a4

The Wall Street Journal, citing Tim Pohl, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, said the balance of the DIP Facility
is expected in 20 to 25 days.  Skadden Arps represents the
Debtors in their bankruptcy cases.

                     VSE DIP Loan Terms

The Secured Noteholders committed to extend up to $135,650,000 of
DIP Financing to VSE upon entry of a final DIP Order, of which
$76,500,000 is new commitment, and $84,150,000 is applied to
roll-up of the 2012 Senior Secured Notes.  The VSE Lenders are:

                       Closing Date     Total      Amount for
Lender                  Commitment    Commitment     Roll-Up
------                 ------------   ----------   ----------
Wayzata Opportunities    $2,400,000  $26,050,000  $13,650,000
Fund II, L.P., and
Wayzata Opportunities
Fund Offshore II, L.P.

Trilogy Portfolio        7,650,000    82,100,000   43,000,000
Company, LLC, and
Trilogy Special
Situations Fund LLC

AIG Global               4,950,000    52,500,000   27,500,000
Investments Corp.

The VSE DIP Loan bears interest at 16.5% per annum, payable
monthly in arrears.  At all times while a default exists,
principal, interest and other amounts will bear interest at a rate
per annum equal to 2.00% in excess of the 16.5% interest rate.

The VSE Borrower is required to comply with a budget to be
delivered to the Court on or before November 17, 2008, and deliver
financial statements and weekly updated 13-week cash flow
projections.  The VSE DIP Lenders must have received final
financial projections of the VSE Borrower and its subsidiaries
through December 31, 2009.

Under the VSE Loan Documentation, an event of default occurs when
the VSE Borrower and the VSE DIP Lenders fail to enter into a
definitive documentation on or before November 17, and the
exclusive period for the VSE Obligors to file a plan of
reorganization expires or is terminated.  The Loan Documentation
also requires the VSE Borrower to retain a chief restructuring
officer on or before November 17.

All VSE DIP Obligations will, at all times:

  (a) be entitled to joint and several superpriority claim
      status in each of the VSE Obligors' Chapter 11 cases with
      priority over all claims against the VSE Obligors,
      including all administrative expenses or other claims,
      subject only to the Carve-Out;

  (b) be secured by a perfected first priority lien on all VSE
      DIP Collateral and all of its products and proceeds that
      is not subject to valid, perfected and non-avoidable liens
      as of the Petition Date;

  (c) be secured by a silent perfected second priority lien in
      and on all VSE DIP Collateral that is subject to the
      Prepetition Collateral Agent Liens, the Collateral Agent
      Adequate Protection Liens, and senior to all other liens
      existing or hereinafter granted on the VSE DIP Collateral;
      and

  (d) be secured by a perfected first priority, senior priming
      lien on all of the VSE DIP Collateral, which VSE Priming
      DIP Lien will also prime any liens granted after the
      Petition Date to provide adequate protection in respect of
      any of the 2012 Senior Secured Notes Liens and Collateral
      Agent Liens, but will not prime the Prepetition Collateral
      Agent Liens or Collateral Agent Adequate Protection Liens,
      if any in the collateral securing the VSE Debtors'
      prepetition indebtedness to UBS Securities LLC, UBS AG,
      Stamford Branch, and UBS Loan Finance LLC.

The claims, liens and adequate protection granted to the VSE DIP
Lenders are subject only to the Carve-Out, which refers to:

  * permitted exceptions, which will include as excluded from
    the granted claims and liens any avoidance actions under
    Chapter 5 of the Bankruptcy Code; and

  * in the event of the occurrence and during the continuance of
    an Event of Default, the payment of allowed and unpaid
    professional fees and disbursements incurred by the VSE
    Obligors and any appointed statutory committee in an
    aggregate amount not exceeding $1,000,000, plus all unpaid
    professional fees and disbursements incurred prior to the
    occurrence of an Event of Default.

Until all VSE DIP Obligations have been indefeasibly paid in full
in cash and the commitments under the VSE DIP Loan Documentation
have terminated, the 2012 Senior Secured Notes Parties will (i)
take no action to foreclose on or recover in connection with the
2012 Senior Secured Notes Liens; (ii) be deemed to have consented
to any release of VSE DIP Collateral; and (iii) may not file any
further financing statements, trademark filings, copyright
filings, mortgages, notices of liens, unless required by
applicable state law to continue the perfection of valid and
unenforceable liens or security interest in effect as of the
Petition Date.

The automatic stay provisions is vacated and modified to the
extent necessary to permit the VSE DIP Administrative Agent and
the VSE DIP Lenders to exercise (i) immediately upon the
occurrence of an Event of Default or the Maturity Date, all rights
and remedies under the VSE DIP Loan Documentation without further
order of or application to the Bankruptcy Court.

As adequate protection of their interests in the VSE Noteholder
Collateral, the 2012 Senior Secured Notes Parties are entitled to
(i) payment of accrued prepetition and postpetition interest a
the non-default rate on the 2012 Senior Secured Notes; (ii) a
silent lien on all VSE DIP Collateral, which will have a priority
junior to the VSE Priming DIP Liens and the Second Priority VSE
DIP Liens; and (iii) a superpriority claim in the VSE Obligors'
Chapter 11 cases, that is (x) junior to the Carve-Out and the VSE
Superpriority Claims, (y) on parity with any superpriority claim
given to the Prepetition Collateral Agent as adequate protection
for its interests in the UBS Prepetition Collateral, and (z)
senior to all administrative expenses in the VSE Obligors'
Chapter 11 cases of any kind payable or allowed pursuant to any
provision of the Bankruptcy Code.

Parties will have until 60 days after an official committee of
unsecured creditors is formed to file a complaint challenging the
2012 Senior Secured Notes Liens or the 2012 Senior Secured Notes
Obligations.

The VSE DIP Lenders are represented by Cadwalader, Wickersham &
Taft, LLP.

                       AgStar Facility Terms

The AgStar DIP Facility provides that all postpetition
obligations, subject only to the Carve-Out, constitute allowed
superpriority administrative expense claims against the Borrower
having priority over all administrative expenses.  As security for
the postpetition obligations, the Postpetition Lender is granted
valid, binding, enforceable, first priority and perfected Liens in
the Postpetition and Prepetition Collateral.  Subject to the
Carve-Out, the Postpetition Liens (a) will constitute first
priority liens in and to all Postpetition and Prepetition
Collateral; (b) will be senior to and prime all Adequate
Protection Liens; and (c) will be immediately junior in priority
to all valid, perfected, enforceable and non-avoidable Liens on
assets of the Borrower in existence as of the Petition Date.

Carve-Out, under each of the Interim AgStar Facility Order, refers
to the sum of (i) fees required to be paid to the Clerk of the
Bankruptcy Court and to the Office of the U.S. Trustee, plus (ii)
$167,000, plus, (iii) the aggregate amount of any budgeted,
accrued, but unpaid fees and expenses of the professionals
existing as of the Carve-Out Date to the extent allowed by the
Court.

The Interim AgStar Facility will mature on the earlier of the
entry of the Final Order and Dec. 10, 2008.  The maturity
date of the DIP Financing will be the earliest of (i) Nov. 3,
2009, (ii) the date on which the Postpetition Obligations are
accelerated and become due and payable following an Event of
Default, (iii) the date on which the Borrower sells substantially
all of its assets, and (iv) the effective date of any Chapter 11
plan of the Borrower.

The AgStar Facility is to be used to meet the Debtors' immediate
liquidity needs pursuant to separate four-week budget for each of
the Debtors.  Full-text copies of the Budgets are available for
free at:

              * http://ResearchArchives.com/t/s?34a6
              * http://ResearchArchives.com/t/s?34a7
              * http://ResearchArchives.com/t/s?34a8
              * http://ResearchArchives.com/t/s?34a9
              * http://ResearchArchives.com/t/s?34aa
              * http://ResearchArchives.com/t/s?34ab

AgStar is represented by Phillip Kunkel, Esq., at Gray, Plant,
Mooty, Mooty & Bennett, P.A., in St. Cloud, Minnesota, and David
P. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware.

                      Company's Statement

VeraSun Energy Corporation, one of the nation's largest ethanol
producers, announced that it had received commitments for up to
$215 million in debtor in possession financing from certain
holders of VeraSun's 9-7/8% senior secured notes due 2012 and
groups of lenders led by AgStar Financial Services.  At the
"first day" hearing, the U.S. Bankruptcy Court entered an interim
order allowing VeraSun and its affiliates to borrow up to
$40 million from these DIP facilities and authorized the use of
cash collateral to enable VeraSun to operate its business.
VeraSun is also in negotiations with its other lenders and expects
to receive, when combined with commitments received from the 2012
noteholders and AgStar lenders, aggregate DIP financing
commitments totaling $250 million.

Judge Brendan L. Shannon of the U.S. Bankruptcy Court, District of
Delaware in Wilmington also granted VeraSun's emergency request to
pay outstanding employee checks, to pay suppliers for postpetition
goods and services and up to $20 million for goods delivered on or
after Oct. 11, 2008, and for other emergency relief.  The
Bankruptcy Court is expected to conduct a hearing tomorrow to rule
on the remaining relief requested by VeraSun in its "first day"
motions.

"The financing package approved today allows VeraSun to maintain
operations and continue supplying its customers.  The relief
granted by the Court today will allow us to focus on our
operations and, at the same time, provide VeraSun with the
liquidity and ability to continue operations, which means
producing ethanol and distillers grains, paying suppliers, and
satisfying customer needs for product," said Don Endres,
VeraSun's chief executive officer.

             About VeraSun Energy Corporation

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -
- http://www.verasun.comor http://www.VE85.com/-- is a producer
and marketer of ethanol and distillers grains. Founded in 2001,
the company has a fleet of 16 production facilities in eight
states, with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No.: 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.


WCI COMMUNITIES: Wants Lease Decision Period Extended to March 2
----------------------------------------------------------------
WCI Communities Inc. and its debtor-affiliates are parties as
lessee to approximately 28 unexpired non-residential property
leases related to corporate and sales offices, design centers,
model homes, submerged property, and a ground lease for a sewage
treatment plant, Jeffrey M. Schlerf, Esq., at Bayard P.A., in
Wilmington, Delaware, said.

A 7-page list of the WCI Unexpired Leases is available for free at
http://ResearchArchives.com/t/s?34b0

The Debtors reserve the right to add additional lease
counterparties.

The Debtors relate that they have been focusing on numerous issues
relating to the stabilization of their business operations, they
have not yet determined whether to assume or reject the Unexpired
Leases.

Mr. Schlerf contends that given the nature of the Debtors'
business, the Unexpired Leases may be important to the Debtors'
daily operations.  "As such, it is critical to the success of the
Debtors' reorganization efforts that they have sufficient time to
analyze the value of the Unexpired Leases and make prudent
business decisions regarding assumption or rejection," he
explains.

Section 365(d)(4) of the Bankruptcy Code provides that a debtor's
unexpired lease of nonresidential real property will be deemed
rejected if the trustee does not assume or reject the unexpired
lease by the earlier of (i) the date that is 120 days after the
order for the relief, or (ii) the date of entry of an order
confirming a plan.  Section 365(d)(4) provides, however, that the
court may extend the period prior to the expiration of the 120-
day period for 90 days on the debtor's motion for cause.

The Debtors' Lease Decision Period currently expires on
Dec. 2, 2008.

By this motion, the Debtors ask the United States Bankruptcy Court
for the District of Delaware to extend the deadline by which they
must decide to assume or reject their Unexpired Leases, through
and including March 2, 2009.

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

(WCI Communities Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WELLMAN INC: 1st Lien Lenders Want Claim Treated Fully Secured
--------------------------------------------------------------
The Bank of New York, as successor administrative and collateral
agent for the First Lien Lenders, tells the U.S. Bankruptcy Court
for the Southern District of New York that the First Lien Lenders
elect to have their secured claim treated as fully secured
pursuant to Section 1111 of the Bankruptcy Code, but only
with respect to Wellman Inc. and its affiliates' First Amended
Joint Plan of Reorganization.

BNY and the First Lien Lenders expressly reserve and preserve
their rights to, among other things, withdraw the Election if any
new plan provisions affecting the treatment of BNY or the First
Lien Lenders and their underlying claims are amended or modified
in any respect.

The Bankruptcy Court previously issued a ruling finding that the
replacement value of Bank of New York's collateral is
$140,000,000.  This is $69,000,000 more than the amount that
Wellman proposed to the Court as the replacement value of the
collateral.  The company previously urged the Court to rule that
the replacement value is only $70,827,000 based on the appraisal
conducted by its valuation consultant on the collateral.  The
collateral consists of property, plant and equipment (PP&E),
which include machineries and real estate located in Wellman's
plants in St. Louis, Mississippi, and in Darlington and
Johnsonville, South Carolina.

Wellman offered the PP&E as collateral for the $185,000,000 that
it loaned from its lenders under the first lien credit agreement
dated Feb. 10, 2004, with BNY serving as administrative agent.

The latest version of Wellman's Plan provides that if the First
Lien Lenders vote in its favor of the Plan, they will receive a
$75 million promissory note on account of their security interest
in the Debtors' Pearl River plant, and the Debtors will sell the
Palmetto and Johnsonville plants, properties and equipment and
will give them the sales proceeds as well as proceeds attributable
to the plants' intellectual property.  Alternatively, if the First
Lien Lenders vote to reject the Amended Plan, they will receive a
$70.1 million promissory note and Wellman will transfer to BNY
bare title to the Palmetto and Johnsonville PP&E.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and
automobiles.  They manufacture resins and polyester staple fiber a
three major production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No.
08-10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP,
in New York City, represents the Debtors.  Lazard Freres & Co.,
LLC, acts as the Debtors' financial advisors and investment
bankers.  Conway, Del Genio, Gries & Co., LLC, was also retained
as the Debtors' chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


WELLMAN INC: BNY Balks at First Amended Joint Chapter 11 Plan
-------------------------------------------------------------
The Bank of New York, as successor administrative and collateral
agent, asserts that Wellman Inc. and its affiliates' First Amended
Disclosure Statement describing the First Amended Joint Plan of
Reorganization must not be approved because it describes a
patently unconfirmable plan that seeks to improperly cram down a
$185 million secured debt owed to BNY on behalf of the First Lien
Lenders for the exclusive benefit of the Debtors' second lien
lenders.

The Amended Plan provides that if the First Lien Lenders vote in
its favor, they will receive a $75 million promissory note on
account of their security interest in the Debtors' Pearl River
plant, and the Debtors will sell the Palmetto and Johnsonville
plants, properties and equipment and will give them the sales
proceeds as well as proceeds attributable to the plants'
intellectual property.  Alternatively, if the First Lien Lenders
vote to reject the Amended Plan, they will receive a $70.1
million promissory note and Wellman will transfer to BNY bare
title to the Palmetto and Johnsonville PP&E.

On BNY's behalf, Lenard M. Perkins, Esq., at Haynes and Boone
LLP, in New York, argues that the Amended Plan's treatment of the
First Lien Lenders' claims is unfair on its face for these
reasons:

  1. The Amended Plan's proposed note reflects a value for the
     bottlenecked, low-performing Pearl River PP&E described in
     and projected for in the Initial Plan, instead of the
     replacement value of the streamlined, high performing Pearl
     River PP&E described and projected to exist in the New
     Plan.  The replacement value of the Pearl River PP&E under
     the Amended Plan is at least $80 million, Mr. Perkins
     notes.

  2. The Amended Plan contains a "death trap" provision designed
     to coerce the First Lien Lenders to vote for the Amended
     Plan.  Mr. Perkins notes that the Amended Plan conditions
     the Debtors' agreement to sell Palmetto and give BNY the
     proceeds on whether the First Lien Lenders vote to accept
     the Amended Plan.  Bankruptcy courts, he points out,
     generally reject the use of "death-trap" provisions to
     coerce plan acceptance.

"The death trap provision in the New Plan is even more offensive
than a garden-variety coercive mechanism - instead of merely
seeking to compel plan acceptance by prohibited means, the
Debtors propose to condition the exercise of their fiduciary duty
to maximize and preserve the value of the Palmetto PP&E, and
potentially save 550 jobs, upon the First Lien Lenders'
acceptance of the New Plan," Mr. Perkins contends.

Mr. Perkins also submits that the proposed sale "incentive" is
illusory, because the Debtors are already in the process of
liquidating the DIP Lenders' working capital collateral at
Palmetto in furtherance of abandoning the facility.

In addition, the New Disclosure Statement fails to disclose the
substantial value increase of Pearl River in the New Plan versus
the Initial Plan and the corresponding value increase of the
Pearl River PP&E since the Debtors are moving all of their PET
business and production to Pearl River, Mr. Perkins contends.

"Pearl River is projected to be an enhanced version of its old
profile, providing the capacity and production of what both
plants produced before," Mr. Perkins relates.

The circumstances, according to Mr. Perkins, reasonably justify
the conclusion that Pearl River, including its PP&E, has a
substantially higher value than under the Initial Plan.
Specifically, the increased value results from Wellman divesting
itself of its Palmetto and Johnsonville plants and reorganizing
around a retooled, cutting-edge Pearl River that will operate at
40% increased capacity and will produce nearly 300 million
additional pounds of product annually by 2012.

Mr. Perkins submits that the Enhancement reflects more than a 40%
increase over the projected output in the Initial Plan and
dictates that the replacement value of the Pearl River PP&E is
higher than the old $70 million value, and should increase to at
least $80 million.  He notes that the New Disclosure Statement
only provides projections up to 2012 while giving the First Lien
Lenders a below-value, non-market note, due to mature in 2020.

"This term is almost three times longer than the First Lien
Credit Agreement's four-year term, and nearly four times longer
than the predecessor to the First Lien Credit Agreement, yet the
New Plan Note has no remedies or covenants available to the First
Lien Lenders if the Debtors' circumstances change again," Mr.
Perkins argues.

Because the New Plan proposes to give BNY only a $70.1 million or
$75 million note, and the note's value is purportedly driven by
the Pearl River PP&E value, the New Plan violates Sections
1111(b) and 1129(b) of the Bankruptcy Code, Mr. Perkins contends.

Furthermore, Mr. Perkins asserts that the New Plan improperly
shifts the risk of failure of the Debtors' reorganization to the
First Lien Lenders because under the New Plan, the equity holders
will be free to do as they please after confirmation, and the
First Lien Lenders will be stuck no matter what happens because
there are no proposed covenants, rights, or remedies provided for
in the New Plan Note.

Moreover, the Disclosure Statement contains inadequate and
misleading information, Mr. Perkins further argues.  The New
Disclosure Statement is missing these critical information, he
points out:

  -- A description of the cost and all of the risks associated
     with transferring 100% of the Debtors' PET production to
     Pearl River;

  -- An explanation of why EBITDA and operating income
     projections begin decreasing in 2012 and what effect those
     projections have on the reorganization's feasibility and
     the New Plan Note;

  -- An explanation of how the Divested PP&E Value was
     calculated;

  -- An explanation of why Wellman (i) plans to exit the
     engineering resin and fiber businesses, and divest itself
     of Palmetto and Johnsonville, (ii) proposed the Initial
     Plan without disclosing its plan to shut down its
     engineering resin and fiber businesses post-confirmation,
     and (iii) is justified being able to shutter Palmetto to
     the detriment of the First Lien Lenders;

  -- A description of the risk of depreciation of the Palmetto
     PP&E prior to plan confirmation;

  -- An explanation of why the Debtors have refused, despite
     repeated requests from BNY, to market and sell Palmetto;

  -- A disclosure that the Debtors' failure to market and sell
     Palmetto as a going concern will cause the termination of
     550 Wellman employees with a resultant cost of up to
     $15 million which could otherwise be avoided;

  -- An explanation of how it is fair and equitable to give the
     First Lien Lenders the New Plan Note (a) that under current
     market conditions, will be worth substantially less than
     the $70 million face amount; (b) without market terms,
     covenants and remedies comparable, at a minimum, to those
     provided for in the First Lien Credit Documents; (c) with a
     term almost triple the term of the First Lien Credit
     Agreement and quadruple the term of the predecessor to the
     First Lien Credit Agreement; (d) with declining EBITDA and
     profit projections, which total two-third's of the
     projections in the Initial Plan; and (e) without
     projections that support Wellman's reorganization spanning
     the entire proposed term of the New Plan Note;

  -- A description of the likely sale scenario at Palmetto, the
     effect of the Non-Compete on the PET business at Palmetto,
     and the resultant marginal, if any, incremental benefit
     that might be realized by the First Lien Lenders if they
     walk into the "death trap;"

  -- A disclosure of the fact that the Non-Compete increases the
     value of Pearl River and its PP&E;

  -- A disclosure of the risk that the Court will find the New
     Plan Note, upon which the New Plan is premised, constitutes
     a non-market note or otherwise does not comply with
     Sections 1111(b) and 1129 of the Bankruptcy Code and that
     confirmation will fail;

  -- A disclosure that Section 1111(b) of the Bankruptcy Code
     guarantees that the First Lien Lenders will have a fully
     secured and recorded lien and security interest in the
     Pearl River PP&E up to the full dollar amount of their
     claims and will realize any and all appreciation in the
     value of the PP&E after confirmation until the full amount
     of its claim is satisfied, prior to equity holders
     realizing the benefit of any appreciation in value;

  -- A disclosure of whether the Debtors have secured a signed,
     fully committed exit facility as of October 16, 2008, and
     if so, the terms of that facility;

  -- A disclosure of whether the $70 million of equity cash to
     be funded, and backstopped by the Second Lien Lenders is
     still fully committed as of October 16, 2008;

  -- A statement that the Reorganized Debtors may not be able to
     carry debt comprised of the Exit Financing, the New Plan
     Note, and other debt; and

  -- A description of the estimated recovery from avoidance
     actions and the Eastman litigation described in the New
     Disclosure Statement.

BNY asserts that the absence of those Critical Information makes
it impossible for the Debtors' creditors to make an informed
judgment regarding the New Plan and thus, the Disclosure
Statement must not be approved.

                        About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.  Lazard Freres & Co., LLC, acts as
the Debtors' financial advisors and investment bankers.  Conway,
Del Genio, Gries & Co., LLC, was also retained as the Debtors'
chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets of
$124,277,177 and total liabilities of $600,084,885, as of Dec. 31,
2007, on a stand-alone basis.  Debtor-affiliate ALG, Inc., listed
assets between $500 million and $1 billion on a stand-alone basis
at the time of the bankruptcy filing.  Debtor-affiliates Fiber
Industries Inc., Prince Inc., and Wellman of Mississippi Inc.,
listed assets between $100 million and $500 million at the time of
their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


WELLMAN INC: Court Approves $17.9MM Sale of Operating Assets
------------------------------------------------------------
Wellman Inc. and its affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to sell
assets exclusively related to the operations and business of their
facility in Johnsonville, South Carolina, to New Horizons Plastics
Recycling LLC for $17,900,000.

The Johnsonville Facility is the Debtors' oldest facility and was
opened in 1954.  It is a gated industrial complex consisting of 16
buildings on more than 813 acres.  The Facility converts recycled
post-consumer carpet into nylon engineered resins and has the
capacity to produce 70 million pounds of the resin annually.
There are three operating plants at the Facility as well as number
of shuttered buildings.  Currently, there are approximately 160
employees at the Facility.

The Debtors were contacted by New Horizons who was interested in
purchasing the Johnsonville Facility Assets with the intent to
continue operating the Facility going forward as a going concern,
according to Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in
New York.

"Because the value Wellman will realize from the sale of the
assets of the Johnsonville Facility to New Horizons is
significantly higher than the liquidation value of the [Facility],
and because of how important the [Facility] and the jobs it
provides are to the surrounding community, [the Debtors are]
seeking approval of this private sale with alacrity,"
Mr. Henes explains.

The salient terms of the proposed Johnsonville Facility sale are:

* New Horizons will pay the Debtors $17,900,000 for the
   Johnsonville Facility Assets.

* The assets to be sold will include:

   -- real estate assets;

   -- accounts receivable and inventory;

   -- scheduled executory contracts and unexpired leases as
      designated by the Debtors to be assumed;

   -- equipment, furniture, and other tangible personal property
      on the balance sheet;

   -- scheduled intellectual property and trademarks;

   -- scheduled licenses, permits and other authorizations; and

   -- all books and records related to the operation of the
      Johnsonville Assets.

  * The assets excluded from the Sale are:

   -- accounts receivable, contracts, leases, agreement and
      equipment that have been paid, discharged, or transferred
      by the Debtors;

   -- unscheduled executory contracts and unexpired leases not
      designated by Bidders for assumption and assignment; and

   -- assets that New Horizons designate to Debtors in writing
      as excluded assets.

  * Other than the Assumed Liabilities, New Horizons will not
    assume any liability obligation of any of the Debtors.

  * The closing of the Sale is conditioned upon these
    requirements:

   -- Before execution of the APA, satisfactory completion in
      all material respects of due diligence, including
      discussions with senior management and examination of
      historical and projected financial statements and
      records.

   -- Reasonable access to the Facility's books, records and
      management during the due diligence period.

   -- Negotiation and execution of definitive agreements,
      satisfactory in all respects to New Horizon and the
      Debtors.

   -- The sale of the Assets to New Horizon be pursuant to a
      private sale under Section 363 of the Bankruptcy Code
      that is not subject to higher and better bids.

   -- New Horizons is able to hire substantially all of the
      Debtors' former employees necessary for the Facility's
      operations, and achieve a binding collective bargaining
      agreement with the employees' collective bargaining
      representative satisfactory to New Horizons.

* New Horizons is requiring the Debtors to assume and assign
   certain executory contracts and unexpired leases.  The
   assumption and assignment of the Assumed Contracts to New
   Horizon may require the curing of any defaults as required by
   Section 365 of the Bankruptcy Code. Pursuant to the terms of
   the Sale Agreement for the Johnsonville Assets, New Horizons
   is responsible for the payment of any Cure Costs.

* The proceeds from the Sale will be allocated as:

     (1) $5,400,000 for accounts receivable;
     (2) $6,000,000 for inventory; and
     (3) $6,500,000 for fixed and other assets.

   New Horizons will further allocate the Fixed and Other Asset
   Proceeds in an asset purchase agreement between intellectual
   property and intangibles and PP&E.  As a result, upon the
   closing of the Sale and the Debtors' receipt of the Sale
   Proceeds, the Debtors will transfer the net amount allocated
   to accounts receivable, inventory, intellectual property and
   intangibles to the DIP Lenders, and the net portion allocated
   to the PP&E to the First Lien Lenders.

             South Carolina Public Service Responds

South Carolina Public Service Authority, doing business as Santee
Cooper, relates that before the Petition Date, it was a party to
various agreements with the Debtors whereby it agreed to sell and
deliver to the Debtors electric power and energy for the
Johnsonville Facility.

The Electric Agreement was for an initial term of four years
starting on January 2002, with subsequent two-year renewal terms
on the amounts and rates set in the Electric Agreement.

Santee Cooper says after the Petition Date, it entered into a
stipulated order resolving its objection to the Debtors' request
for interim and final orders determining adequate assurance of
payment for future utility services.

Santee Cooper says it timely filed two claims, one for $245,267
and the other for $2,820, against the Debtors for amounts owed
before the Petition Date.  Santee Cooper asserts that the Cure
Claim, together with any unpaid postpetition amounts due under
the Electric Agreement, must be paid in order to assume and
assign the Electric Agreement.

In this light, Santee Cooper says it opposes the Debtors'
proposed sale order of the Johnsonville Facility to the extent:

  -- it can be deemed to relieve the Debtors from all
     responsibility to pay any amounts owed to Santee Cooper in
     connection with the Electric Agreement during the post-
     closing evaluation period in the event that the Buyer fails
     to make payments;

  -- it can be deemed to modify or otherwise adversely impact
     the Stipulation and rights and protections afforded to
     Santee Cooper;

  -- it can be construed to apply to executory contracts, like
     the Electric Agreement, which have not yet been identified
     as an executory contract to be assumed by the Debtors and
     assigned to the Buyer.

Santee Cooper reserves its right to raise further and additional
concerns with respect to the Sale Motion or the Sale Order at the
hearing.  Santee Cooper also reserves all rights with respect to
its Cure Claim as well as with respect to the provision of
"adequate assurance."

Against this backdrop, Santee Cooper asks that the Sale Order:

  (a) be modified to protect Santee Cooper's rights pursuant to
      the Stipulation;

  (b) provide that the Debtors are not relieved from all
      responsibility to pay any amounts owed to Santee Cooper in
      connection with the provision of utility services to the
      Johnsonville Facility in accordance with the Electric
      Agreement during the Post-Closing Evaluation Period in the
      event the Buyer fails to pay same; and

  (c) be clarified to only pertain to executory contracts and
      unexpired leases already identified and to be assumed and
      assigned as of the date of the Sale Hearing.

                          *     *     *

The Court authorizes the Debtors to sell the Johnsonville Facility
Assets by private sale to New Horizons, free and clear of all
liens and encumbrances.

The Debtors are also permitted to assume and assign to New
Horizons the Assumed Contracts, with all interests attaching to
the sale proceeds with the same validity and priority as they had
in the Johnsonville Facility Assets.

Judge Bernstein allows the parties to modify, amend or supplement
the Purchase Agreement without further Court order, provided that
any modification or amendment does not have a material adverse
effect on the Debtors' estates.

The Court overrules the objection of Santee Cooper.

                        About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.  Lazard Freres & Co., LLC, acts as
the Debtors' financial advisors and investment bankers.  Conway,
Del Genio, Gries & Co., LLC, was also retained as the Debtors'
chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


WESTAR ENERGY: S&P Hikes Unsec. Debt Rating to 'BBB-' From 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services' raised its senior unsecured
debt ratings of 30 U.S. investment-grade investor-owned utility
operating companies after reevaluating its application of notching
criteria to better reflect the relatively strong recovery
prospects of creditors in this sector.

"As a result, the senior unsecured debt of most utilities will now
be rated the same as the corporate credit rating (CCR) almost
uniformly, even when a considerable amount of secured debt is
outstanding," said Standard & Poor's credit analyst John Whitlock.

This new approach does not affect unsecured debt ratings at
unregulated affiliates, such as a holding company.

Historically, S&P has approached notching issues from a "priority"
perspective. That is, when a debt issue is junior to the company's
other debt issues, and S&P therefore view it as having inferior
recovery prospects, S&P notches that issue down from the CCR. S&P
determines the number of notches by examining the relative amounts
of secured and unsecured debt in an entity's capital structure. If
sufficient secured debt existed to disadvantage the unsecured
bondholders -- for investment-grade companies, the guideline is
20% of assets -- S&P adjusts the rating on the lower-ranked debt
to below the CCR.  The list shows those ratings that reflect the
updated application of notching criteria to utility companies. For
more information, see the commentary article "Notching Of U.S.
Investment-Grade Investor-Owned Utility Unsecured Debt Now Better
Reflects Anticipated Absolute Recovery," published on
RatingsDirect.

                Senior Unsecured Debt Ratings Raised

                                          To       From
                                          --       ----
ALLETE Inc.                               BBB+     BBB

Atlantic City Electric Co.                BBB      BBB-

Carolina Power & Light Co.
d/b/a Progress Energy Carolinas Inc.     BBB+     BBB

Cleveland Electric Illuminating Co.       BBB      BBB-

Connecticut Light & Power Co.             BBB      BBB-

Consumers Energy Co.                      BBB-     BB+

Delmarva Power & Light Co.                BBB      BBB-

Detroit Edison Co.                        BBB      BBB-

Florida Power Corp.
d/b/a Progress Energy Florida Inc.       BBB+     BBB

Idaho Power Co.                           BBB      BBB-

Kansas Gas & Electric Co.                 BBB-     BB+

Monongahela Power Co.                     BBB-     BB+

Niagara Mohawk Power Corp.                A-       BBB+

Northern States Power Co.                 BBB+     BBB

Northern States Power Wisconsin           A-       BBB+

NorthWestern Corp.                        BBB      BBB-

Ohio Edison Co.                           BBB      BBB-

PacifiCorp                                A-/      BBB+/
                                          Watch    Watch Neg
                                          Neg

Peoples Gas Light & Coke Co.              A-       BBB+

Pennsylvania Power Co.                    BBB      BBB-

Portland General Electric Co.             BBB+     BBB

Potomac Electric Power Co.                BBB      BBB-

Public Service Co. of Colorado            BBB+     BBB

Rochester Gas & Electric Corp.            BBB+     BBB

San Diego Gas & Electric Co.              A        A-

South Carolina Electric & Gas Co.         A-       BBB+

Southern California Edison Co.            BBB+     BBB

Southern California Gas Co.               A        A-

Toledo Edison Co.                         BBB      BBB-

Westar Energy Inc.                        BBB-     BB+

     * Does not include affiliates affected.


* Fitch: US RMBS and CDOs Lead SF Rating Actions Again in Q308
--------------------------------------------------------------
Fitch Ratings says that rating actions by the agency for global
structured finance (SF) transactions during Q308 continued to be
concentrated in downgrades amongst US residential mortgage-backed
securities (RMBS), as well as US collateralised debt obligations
(CDOs). In its quarterly rating review of global SF deals, the
agency also noted that newly-rated issuance declined further
globally in Q308 compared to the previous quarter.

"Continuing house price declines in the US have seen performance
issues that started in sub-prime move onto impact the Alt-A sector
and ultimately prime," says Glenn Costello, Managing Director and
US SF Risk Officer at Fitch." Alt-A and prime RMBS transactions
therefore represented a large proportion of downgrades in the
quarter, with a revised surveillance rating process being adopted
for prime. Weak RMBS performance again fed through to CDO
downgrades being dominated by Structured Finance CDOs".

Q308 saw a number of high profile credit events occurring,
including conservatorship of Fannie Mae and Freddie Mac and the
bankruptcy filing of Lehman Brothers and the closures of
Washington Mutual Bank and IndyMac Bank. The combination of these
events brought further downgrades to investment grade corporate
CDOs.

"The Lehman default, in particular, has had a wide-ranging impact,
causing counterparty issues in structured finance across all
regions," says Stuart Jennings, Managing Director and EMEA SF Risk
Officer at Fitch. "For example, Lehman was swap counterparty for a
number of transactions in the EMEA region, many of which were
placed on Rating Watch Negative during the quarter and which are
likely to drive further negative rating action next quarter when
the situation becomes clearer and the rating watches are
resolved."

Fitch-rated US structured finance issuance increased 12.3% in Q208
to USD58.6bn from its Q108 low, but remained at historical lows
due to the ongoing credit crisis. The increase was driven
exclusively by core non-mortgage US ABS, with other asset classes
remaining largely unchanged on the previous quarter. There was an
apparent bounce-back in EMEA SF issuance in Q208 to pre-crisis
levels, as volume rose 269.9% from Q108 to USD209bn.

However, Stuart Jennings, Managing Director and EMEA SF Risk
Officer at Fitch cautions, "This issuance surge did not mark a
sudden return of investor confidence to the market, but almost
exclusively consisted of bank issuer-retained RMBS transactions
for potential use as collateral for repo funding with the European
Central Bank, as well as the Bank of England's Special Liquidity
Scheme."

In the APAC region, deteriorating performance saw some non-
conforming RMBS transactions downgraded in both Australia and New
Zealand. The deteriorating credit profile of mortgage insurers
also had an impact upon the Australian RMBS sector in particular.
Mortgage insurance dominates in Australian RMBS and the continuing
Rating Watch Negative position of Genworth and MGIC saw a number
of tranches on Rating Watch Negative at the end of the quarter.

The report entitled "Global Structured Finance Quarterly Rating
Review - Q3 2008" is available on the agency's public Web site at
http://www.fitchratings.com/


* Proskauer Rose Promotes Three Lawyers to Senior Counsel
---------------------------------------------------------
Proskauer Rose LLP elected five lawyers to partner and promoted
three to senior counsel.

"We are very proud to announce our new partners and senior
counsel, all of whom are top-notch practitioners and exceptionally
dedicated to their work and clients," Allen I. Fagin, chairman of
Proskauer Rose, said.  "They are an important part of the future
of the firm and we look forward to continuing to grow with them."

The new partners and senior counsel are:

   -- Corporate Department:
        Philippa M. Bond - Partner, Los Angeles
        Gary J. Creem - Partner, Boston
        Reid E. Arstark - Senior Counsel, New York)

   -- Labor Department
        Steven D. Hurd - Partner, New York)
        Amy Covert - Senior Counsel, Newark)

   -- Litigation
        Jeremy P. Oczek - Partner, Boston)
        Jennifer R. Scullion - Partner, New York)
        David G. Miranda - Senior Counsel, Boston)

                       About Proskauer Rose

Proskauer Rose LLP, -- http://www.proskauer.com/-- founded in
1875, is an international law firm providing a wide variety of
legal services to clients worldwide from offices in Boca Raton,
Boston, Chicago, London, Los Angeles, New Orleans, New York,
Newark, Paris, Sao Paulo, and Washington, D.C.  The firm has wide
experience in all areas of practice important to businesses and
individuals including corporate finance, mergers and acquisitions,
general commercial litigation, corporate governance matters,
conducting internal corporate investigations, white collar
criminal defense, private equity and fund formation, patent and
intellectual property litigation and prosecution, labor and
employment law, real estate transactions, bankruptcy and
reorganizations, trusts and estates, and taxation.  Its clients
span industries including chemicals, entertainment, financial
services, health care, information technology, insurance,
Internet, lodging and gaming, manufacturing, media and
communications, pharmaceuticals, real estate investment, sports,
and transportation.  The firm has approximately 800 lawyers
worldwide.


* Treasury Hires Hughes and Squire Sanders for Bailout Work
-----------------------------------------------------------
The U.S. Treasury Department said Nov. 3 that Hughes Hubbard &
Reed, LLP and Squire Sanders & Dempsey, LLP, will assist the
Department in the implementation of the Capital Purchase Program
authorized under the Emergency Economic Stabilization Act.
Treasury procured the services of the law firms on Wednesday.

The firms will help the Department with executing transactions
under the program, which includes reviewing executed investment
agreements, working directly with accepted financial institutions
to identify and resolve any legal issues before closing, and
conducting the closing of transactions.

The agreements with the firms are effective until April 28, 2009.
Treasury issued a request for quotes from five firms on the
General Services Administration's Federal Supply Schedules on
October 24. The Department received four quotes in response. Based
on the estimated transactions under the program, total costs for
each firm is not expected to exceed approximately $5.5 million.
More information on these contracts will be posted at
https://www.fpds.gov (Federal Procurement Data System).


* S&P Says Composite Credit Spreads Widen to New Five-Year Highs
----------------------------------------------------------------
Both the Standard & Poor's investment-grade and speculative-grade
spreads widened to new five-year highs November 4, 2008, at 514
basis points (bps) and 1,407 bps, respectively, roughly 2% wider
than the previous day. By rating category, the 'AA' spread widened
to 425 bps, 'A' to 480 bps, 'BBB' to 608 bps, 'BB' to 941 bps, 'B'
to 1,553 bps, and 'CCC' to 2,444 bps--all five-year record highs.

Spreads by industry also widened across the board, leaving
financial institutions at 665 bps, banks at 611 bps, industrials
at 842 bps, utilities at 519 bps, and telecommunications at 755
bps. New five-year highs were seen in financial institutions,
industrials, and utilities, whereas banks is 44 bps tighter than
the five-year record reached on Oct. 13, 2008, and
telecommunications is 18 bps tighter than its five-year record
reached on Oct. 29, 2008.

With speculative-grade defaults on the rise, a higher
preponderance of credit downgrades, and a general malaise about
the future of the economy, S&P expects spreads to remain at their
elevated levels for some time until confidence is restored to the
market.


* Unsecured Debt Ratings Raised on 30 U.S. Electric Utilities
-------------------------------------------------------------
Standard & Poor's Ratings Services' raised its senior unsecured
debt ratings of 30 U.S. investment-grade investor-owned utility
operating companies after reevaluating its application of notching
criteria to better reflect the relatively strong recovery
prospects of creditors in this sector.

"As a result, the senior unsecured debt of most utilities will now
be rated the same as the corporate credit rating (CCR) almost
uniformly, even when a considerable amount of secured debt is
outstanding," said Standard & Poor's credit analyst John Whitlock.

This new approach does not affect unsecured debt ratings at
unregulated affiliates, such as a holding company.

Historically, S&P has approached notching issues from a "priority"
perspective. That is, when a debt issue is junior to the company's
other debt issues, and S&P therefore view it as having inferior
recovery prospects, S&P notches that issue down from the CCR. S&P
determines the number of notches by examining the relative amounts
of secured and unsecured debt in an entity's capital structure. If
sufficient secured debt existed to disadvantage the unsecured
bondholders -- for investment-grade companies, the guideline is
20% of assets -- S&P adjusts the rating on the lower-ranked debt
to below the CCR.  The list shows those ratings that reflect the
updated application of notching criteria to utility companies. For
more information, see the commentary article "Notching Of U.S.
Investment-Grade Investor-Owned Utility Unsecured Debt Now Better
Reflects Anticipated Absolute Recovery," published on
RatingsDirect.

                Senior Unsecured Debt Ratings Raised

                                          To       From
                                          --       ----
ALLETE Inc.                               BBB+     BBB

Atlantic City Electric Co.                BBB      BBB-

Carolina Power & Light Co.
d/b/a Progress Energy Carolinas Inc.     BBB+     BBB

Cleveland Electric Illuminating Co.       BBB      BBB-

Connecticut Light & Power Co.             BBB      BBB-

Consumers Energy Co.                      BBB-     BB+

Delmarva Power & Light Co.                BBB      BBB-

Detroit Edison Co.                        BBB      BBB-

Florida Power Corp.
d/b/a Progress Energy Florida Inc.       BBB+     BBB

Idaho Power Co.                           BBB      BBB-

Kansas Gas & Electric Co.                 BBB-     BB+

Monongahela Power Co.                     BBB-     BB+

Niagara Mohawk Power Corp.                A-       BBB+

Northern States Power Co.                 BBB+     BBB

Northern States Power Wisconsin           A-       BBB+

NorthWestern Corp.                        BBB      BBB-

Ohio Edison Co.                           BBB      BBB-

PacifiCorp                                A-/      BBB+/
                                          Watch    Watch Neg
                                          Neg

Peoples Gas Light & Coke Co.              A-       BBB+

Pennsylvania Power Co.                    BBB      BBB-

Portland General Electric Co.             BBB+     BBB

Potomac Electric Power Co.                BBB      BBB-

Public Service Co. of Colorado            BBB+     BBB

Rochester Gas & Electric Corp.            BBB+     BBB

San Diego Gas & Electric Co.              A        A-

South Carolina Electric & Gas Co.         A-       BBB+

Southern California Edison Co.            BBB+     BBB

Southern California Gas Co.               A        A-

Toledo Edison Co.                         BBB      BBB-

Westar Energy Inc.                        BBB-     BB+

     * Does not include affiliates affected.


* BOOK REVIEW: The Chief Executives
-----------------------------------
Author:     Isadore Barmash
Publisher:  Beard Books
Paperback:  260 pages
List Price: US$34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982285/internetbankrupt

The Chief Executives by Isadore Barmash is a provocative book
dealing with the chief executive cult in America.  This should be
read by anyone interested in the American corporate system and
those who run it.

Isadore Barmash, one of the country's most respected business
writers, takes a penetrating look into the minds, hearts,
consciences, attitudes, and life styles of the CEOs of the 1970s.

This surprisingly candid book is based upon extensive research and
interviews with influential corporate chiefs, management
consultants, and economists.

Among others, Reginald Jones of GE, Irving Shapiro of Du Pont, and
John de Butts of AT&T offer new insights into management's modus
operandi, problems, and their own special public and private
worlds.



                             *********

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 ***