TCR_Public/081110.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 10, 2008, Vol. 12, No. 268

                             Headlines


386 COMMERCIAL: Case Summary & 20 Largest Unsecured Creditors
386 COMMERCIAL: Section 341(a) Meeting Set for December 2
ACACIA CRE CDO: Moody's Junks Rating on $12MM Class G Notes
ACCO BRANDS: S&P Puts 'BB-' Corp. Credit Rating on Watch Negative
ALL AMERICAN: Files Amended Disclosure Statement and Ch. 11 Plan

AMERICAN INTERNATIONAL: Considers Changes in Gov't Loan Pact
AMERICAN MORTGAGE: NYSE Alternext to Delist Preferred Shares
AMI MANAGEMENT: Could File for Chapter 11 to Stop Foreclosure Sale
ANIS KHANI: Case Summary & 20 Largest Unsecured Creditors
AQUILEX ACQUISITION: Moody's Puts Corporate Family Rating at B2

ARCHWAY COOKIES: Committee Protests Procedures for Sale of Assets
ATLANTIS PLASTICS: Hearing on Sua Sponte Motion Set for Nov. 20
ATLAS PIPELINE: Strategy Alternatives Won't Impact S&P Ratings
AVERY ENVIRONMENTAL: Case Summary & 20 Largest Unsecured Creditors
BANC OF AMERICA: S&P Junks Series 2002-PB2 Class P Ratings

BOOT TOWN: Wants Sale of Substantially All Assets Approved
BXG TIMESHARE: S&P Ratings Unaffected By Bluegreen Watch Negative
BROGAN HEART: Case Summary and 20 Largest Unsecured Creditors
BTD PROPERTIES: Voluntary Chapter 11 Case Summary
BYSYNERGY LLC: Court Sets Nov. 18 Hearing on Disclosure Statement

BYSYNERGY LLC: U.S. Trustee Amends Composition of Creditors Panel
CBA COMMERCIAL: Moody's Downgrades Class M-5 Certificates to B3
CENTENNIAL COMM: AT&T Will Acquire Firm for $944 Million
COLONY BEACH: Case Summary & 20 Largest Unsecured Creditors
COLONY BEACH: Section 341(a) Meeting Set for December 5

CHRISTY REFRACTORIES: Mounting Asbestos Lawsuits Led to Bankruptcy
COLOWYO COAL: S&P Sets 'BB-' Rating for $92.8MM Bonds
CONSTELLATION ENERGY: Posts $225.7 Million Third Quarter Net Loss
CONTINENTAL ALLOYS: Moody's Junks Probability of Default Rating
CREDIT SUISSE: Moody's Downgrades Class K Certificates to B3

DEI HOLDINGS: Satellite Radio Sector Exit No Affect on S&P Rtngs
DEXIA MEDIA WEST: Bank Loan Sells for 42% Off in Secondary Market
DOUBLE JJ: Chapter 11 Trustee Files Plan & Disclosure Statement
DPI OF ROCHESTER: Case Summary & 142 Largest Unsecured Creditors
ERIE COUNTY PLASTICS: Wellington Bids Up to $7 Mil. for All Assets

EIMSKIP HOLDINGS: S&P Puts 'B' Rating on Watch Developing
ENVIRONMENTAL TECTONICS: BSD Hires David Steimle as Director
E*TRADE FINANCIAL: Moody's Lowers Long-Term Sr. Debt Rating to B2
FIRST AMERICAN: Case Summary & 10 Largest Unsecured Creditors
FISHER CREEK: Voluntary Chapter 11 Case Summary

FORD MOTOR: Job Cuts, No Bonuses to Greet Workers in 2009
FORD MOTOR: Posts $2.9-Bil. Operating Loss in 3rd Quarter
FORD MOTOR: Credit Unit Earns $95-mil. In 3rd Quarter
FRANKLIN BANK: Closed by State of Texas & FDIC Named Receiver
FRONTIER AIRLINES: Can Enter Pilot Extension Agreement with FAPA

FRONTIER AIRLINES: Judge Drain Extends Lease Decision Period
FRONTIER AIRLINES: Teamsters Wants Maintenance Outsourcing Stayed
FONTAINEBLEAU LAS VEGAS: Moody's Junks CFR; Outlook Negative
FOXCO ACQUISITION: Moody's Cuts $200MM Sr. Notes Rating to Caa2
GARNETT LAND: Case Summary and 3 Largest Unsecured Creditors

GENERAL MOTORS: Reports $2.5-Billion Loss for 3rd Quarter
GRANITE XPERTS: May Employ Daniel Hyman as Real Estate Broker
GRANITE XPERTS: Creditors Have Till Jan. 5 to File Proofs of Claim
GRANITE XPERTS: Hearing on Use of Cash Collateral Set for Nov. 13
GREENBRIER COS: S&P Puts 'BB-' Ratings on CreditWatch Negative

HARMAN INTERNATIONAL: S&P Assigns 'BB+' to $400MM Notes Due 2012
HERITAGE POINT: Case Summary and Largest Unsecured Creditor
HERITAGE POINT: Creditors Ask Court to Validate Foreclosure Sale
HOOP HOLDINGS: Court Approves Disclosure Statement
IDEARC INC: Moody's Junks $2.85BB Sr. Unsecured Notes

IPC SYSTEMS: Command Systems Segment Sale Won't Affect S&P Rating
JP MORGAN: Moodys Junks $4,584,000 Class L Certificates
KINETEK INC: Moody's Holds Caa1 Rating on Sr. Sec. 2nd Lien Loan
LASALLE COMMERCIAL: Moody's Downgrades Seven Classes of Certs.
LEHMAN BROS: S&P Lowers Class L Floating Rate Certs. to 'B-'

LOUISIANA-PACIFIC: S&P Cuts Ratings to 'BB'; On Watch Negative
MARSICO PARENT: S&P Downgrades Rating to 'B-' With Stable Outlook
MATTRESS DISCOUNTERS: Can Drop Baseball Team Sponsorship
MCDERMOTT INTERNATIONAL: S&P Says Q3 Loss Doesn't Impact Ratings
MORGAN STANLEY: Moody's Junks Three Classes of Certificates

MORGAN STANLEY: Moody's Puts Low-B Ratings on Five Classes
MORGAN STANLEY TRUST: S&P Affirms CCC Rating on Class Q Certs.
MOUNTAIN ADVENTURE: Court Converts Case to Chapter 7 Liquidation
MOUNTAIN VIEW: Ready to Sell Golf Property on Nov. 20 for $250,000
MPC CORPORATION: Case Summary & 30 Largest Unsecured Creditors

MPC CORPORATION: Files Chapter 11 Bankruptcy in Delaware
MURPHY ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
MURPHY ENTERPRISES: Section 341(a) Meeting Set for November 26
NATIONAL LAMPOON: Can't File Annual Report on Time
NORCRAFT COS: S&P Affirms 'B+' CCR; Outlook Neg on Q3 Results

NRG ENERGY: Turns Down Exelon's $6.2-Billion Buyout Offer
OMNOVA SOLUTIONS: Moody's Moves B2 Rating Outlook to Negative
OAKRIDGE HOMES: Asks Court's Authority to Sell 2 Lots for $875,000
OAKRIDGE HOMES: Opposes Appointment of Chapter 11 Trustee
OAKRIDGE HOMES: Wants to Employ RE/MAX as Real Estate Broker

ON THE GO: Can't File Annual Report on Time
ONE-EXECUTIVE: Voluntary Chapter 11 Case Summary
P SHALOM: Case Summary & Largest Unsecured Creditor
PALMDALE HILLS: Case Summary & 20 Largest Unsecured Creditors
PALMDALE HILLS: Files for Ch. 11 after Lehman Withdraws Funding

PHOTRONICS INC: Loan Amendment Cues S&P to Cut Ratings to 'B-'
PILGRIM'S PRIDE: S&P Cuts Rating to 'D' on Missed Payments
QUIGLEY CO: Ad Hoc Committee Seeks Partial Judgment
RARITIES GROUP: Judge Hillman Rejects Arbitration Clause
REGAL TRANSPORT: Case Summary & 20 Largest Unsecured Creditors

SAPHROGRAPH CORP: Case Summary & Two Largest Unsecured Creditors
SEA CONTAINERS: Files 18 Supplementary Documents to Amended DS
SEA CONTAINERS: Can Access $150MM DIP Funding from Fortis Bank
SEA CONTAINERS: Creditors Have Until Nov. 10 to Vote on Scheme
SECURITY PACIFIC: Closed by Regulators & FDIC Named Receiver

SEREFEX CORP: Gets Off Nasdaq's Over-the Counter Bulletin Board
SIERRA TIMESHARE: S&P Ratings Unaffected by Wyndham Neg Outlook
SMARTIRE SYSTEMS: Can't File Annual Report on Time
SPECTRUM BRANDS: Gets Listing Non-Compliance Notice from NYSE
STARRIBS NORTH: Case Summary & 20 Largest Unsecured Creditors

SWISS CHEETAH: Lehman Bros. Exposure Cues Moody's to Cut Rating
TAYLOR CAPITAL: Fitch Cuts Individual Rating to D; Watch Negative
TRIBUNE CO: May Keep More Than 50% of Chicago Cubs Ball Franchise
US CONCRETE: Cut to 'B' by S&P on Weak Operating Conditions
VALASSIS COMMUNICATIONS: S&P Puts 'B+' Rating on Watch Negative

VAN HOUTTE: Good Performance Cues Moody's to Up Parent's Ratings
WASHINGTON MUTUAL: Moody's Ups Class B-5 Rating to Baa2 from Ba1
WASHINGTON MUTUAL: Nasdaq Delists Litigation Tracking Warrants
WASHINGTON MUTUAL: Shareholders Want Probe on Seizure of Bank
WASHINGTON MUTUAL: Senior Bonds Pegged at $0.57 at Auction

WASHINGTON MUTUAL: Wants Schedules filing Extended Until Dec. 1
WEST SHORE: Voluntary Chapter 11 Case Summary
WHM COPPER: Case Summary and Four Largest Unsecured Creditors
WINDY CITY: Court Dismisses Chapter 11 Bankruptcy Case
WILLIAMS COS: Fitch Puts Jr. Sub. Debentures' BB Rating on Watch

WILLIAMS COS: Moody's Changes Unit's Ba2 Rating Outlook to Neg.
X-RITE INC: Moody's Ups $67.8MM 2nd Lien Sr. Loan Rating to Caa2

* Moody's Cuts Ratings of Derivative Deals Exposed to Lehman
* Moody's Comments on Structured Finance Deals Exposed to AIG
* 36 Ratings Lowered on 10 U.S. CDO of ABS Transactions
* S&P Junks Ratings on Various U.S. Subprime RMBS
* S&P Says Bond Insurers' Projected Losses In RMBS & CDOs Up

* S&P Says Composite Credit Spreads Tighten Off Record Highs
* Zolfo Cooper Professional Completes Kroll Mgt. Buyout

* Bond Pricing: For the Week of Nov. 3 - Nov. 7, 2008


                             *********



386 COMMERCIAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 386 Commercial Street, LLC
        2B Alvin Road
        Swampscott, MA 01907

Bankruptcy Case No.: 08-18250

Chapter 11 Petition Date: October 30, 2008

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Stephen F. Gordon, Esq.,
                  Gordon Haley LLP
                  Counsellors at Law
                  101 Federal Street
                  Boston, MA 02110
                  Tel: (617) 261-0100
                  E-mail: sgordon@gordonhaley.com

                  -- and --

                  Todd B. Gordon, Esq.
                  Gordon Haley LLP
                  101 Federal Street, 17th Floor
                  Boston, MA 02110
                  Tel: (617) 261-0100
                  Fax: (617) 261-0789
                  E-mail: tgordon@gordonhaley.com

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

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

A list of the Debtor's 20 largest unsecured creditors is available
at no charge at:


           http://bankrupt.com/misc/mab08-18250.pdf


386 COMMERCIAL: Section 341(a) Meeting Set for December 2
---------------------------------------------------------
John P. Fitzgerald, III, the Assistant U.S. Trustee for the
District of Massachusetts in Boston, will convene a meeting of
creditors of 386 Commercial Street LLC on Dec. 2, 2008, at 1:15
p.m.  The meeting will take place at Room 1190, U.S. Trustee
Office at 10 Causeway Street in Boston.

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

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

Based in Swampscott, Massachusetts, 386 Commercial Street, LLC,
filed for chapter 11 bankruptcy protection on October 30, 2008.
(Bankr. D. Mass. Case No. 08-18250).  The Hon. Joan N. Feeney
presides over the case.  Stephen F. Gordon, Esq., and Todd B.
Gordon, Esq., at Gordon Haley LLP, in Boston, represent the
Debtor.  When it filed for bankruptcy, the Debtor estimated its
total assets and debts to be both between $1,000,000 and
$10,000,000.


ACACIA CRE CDO: Moody's Junks Rating on $12MM Class G Notes
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven classes
of Notes issued by Acacia CRE CDO I, Ltd. Seven classes remain on
review for possible downgrade. The rating actions are:

   -- Class A, $153,248,580, Floating Rate Notes Due 2046,
      downgraded to Aa3 from Aaa; on review for possible
      downgrade

   -- Class B, $39,000,000, Floating Rate Notes Due 2046,
      downgraded to A3 from Aa2; on review for possible downgrade

   -- Class C, $21,000,000, Floating Rate Deferrable Interest
      Notes Due 2046, downgraded to Baa2 from A1; on review for
      possible downgrade

   -- Class D, $18,000,000, Fixed Rate Deferrable Interest Notes
      Due 2046, downgraded to Ba1 from A3; on review for possible
      downgrade

   -- Class E, $11,125,000, Floating Rate Deferrable Interest
      Notes Due 2046, downgraded to Ba2 from Baa1; on review for
      possible downgrade

   -- Class F, $13,500,000, Fixed Rate Deferrable Interest Notes
      Due 2046, downgraded to B1 from Baa3; on review for
      possible downgrade

   -- Class G, $12,000,000, Floating Rate Deferrable Interest
      Notes Due 2046, downgraded to Caa1 from Ba2; on review for
      possible downgrade

Moody's downgraded classes A, B, C, D, E, F and G due to
deteriorating pool performance, primarily the declining
performance of ABS securities. Moody's is keeping all classes on
review for possible downgrade due to concerns of possible further
decline in the performance of the ABS securities.

As of the October 7, 2008 distribution date, the transaction's
aggregate bond balance has decreased to $294.2 million from $300.0
million at issuance. The Notes are currently collateralized by 61
classes of CMBS securities from 25 separate transactions (69.7%),
24 classes of securities from 24 separate transactions (22.8%),
and 6 CRE CDO securities from 5 separate transactions (7.5%). The
ramp-up period ended on May 26, 2006 and the Collateral Manager
decided to terminate the re-investment period effective April 30,
2008.

Since the last review, among the Moody's rated securities (67.8%
of the pool balance), there has been 1 upgrade and 3 downgrades to
CMBS securities, no upgrades and 8 downgrades to ABS securities
and no rating changes to CRE CDO securities. Credit estimates were
performed on 27 non-Moody's rated CMBS classes and 5 ABS classes
(32.2% of the pool balance).

Moody's uses a weighted average rating factor as an overall
indicator of the credit quality of a CDO transaction. Based on
Moody's analysis, the current WARF is 2,194 compared to 1,065 at
last review and 1,065 at issuance. Moody's reviewed the ratings or
performed credit estimates on all the collateral supporting the
Notes. The distribution is as follows: Aaa-Aa3 (1.9% compared to
2.3% at last review), A1-A3 (9.4% compared to 13.7% at last
review), Baa1-Baa3 (25.9% compared to 34.8% at last review), Ba1-
Ba3 (26.9% compared to 30.8% at last review), B1-B3 (25.3%
compared to 18.3% at last review), and Caa1-NR (10.6% compared to
0.1% at last review).

The CMBS securities are from pools securitized between 2001 and
2006. The three largest vintage exposures are 2005 (69.3%), 2006
(19.0%), and 2004 (8.5%). The five largest CMBS exposures are
WBCMT 2005-C20 (14.5%), LB-UBS 2006-C3 (12.1%), MSC 2005-HQ6
(6.9%), CSFB 2005-C5 (6.8%), and GCCFC 2005-GG3 (6.7%).

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis. Moody's prior full
review is summarized in a press release dated May 21, 2008.


ACCO BRANDS: S&P Puts 'BB-' Corp. Credit Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings,
including its 'BB-' corporate credit rating, on ACCO Brands Corp.
on CreditWatch with negative implications, meaning that S&P could
affirm or lower the ratings following S&P's review.  Lincolnshire,
Ill.-based ACCO is one of the world's largest office supply
manufacturers. The company had about $855 million of total debt
(including operating leases) as of Sept. 30, 2008.

"The CreditWatch listing follows ACCO's third-quarter 2008 weaker-
than-expected operating performance, resulting in tighter covenant
cushion levels, and our concerns about the weak economy's effect
on the company's performance in the near term," said Standard &
Poor's credit analyst Bea Chiem.

Standard & Poor's will continue to monitor ACCO's operating
performance, as well its as debt-reduction efforts and ability to
restore additional cushion on its financial covenants.  "We will
review and discuss financial plans with the company before
resolving the CreditWatch listing, as well as expected future
levels of cushion on ACCO's financial covenants," she continued.
If ACCO cannot reduce leverage and restore sufficient cushion on
its financial covenants for the near term, S&P could lower the
ratings.


ALL AMERICAN: Files Amended Disclosure Statement and Ch. 11 Plan
----------------------------------------------------------------
All American Semiconductor Inc. delivered to the Hon. Laurel
Isicoff of the United States Bankruptcy Court for the Southern
District of Florida a first amended Chapter 11 plan of liquidation
dated Nov. 5, 2008, and a first amended disclosure statement
explaining the plan.

A hearing is set for Jan. 5, 2008, at 2:00 p.m., to consider the
adequacy of the Debtor's disclosure statement.  The hearing will
take place at 51 S.W. First Avenue, Room 1409 in Miami, Florida.
Objections, if any, are due Dec. 26, 2008.

                       Overview of the Plan

The Plan contemplates the continuation of the investigation and
liquidation process including the prosecution of litigation claims
in favor of the consolidated estate and the holders of allowed
claims.  On the plan's effective date, the liquidating trust will
pursue the liquidation of the liquidating trust assets with the
proceeds from the liquidation to be distributed to holders of
allowed claims in accordance to the terms of the plan.

Under the plan and the liquidating trust, Kenneth A. Welt, will be
appointed as the liquidating trustee.  Mr. Welt is expected to
liquidate all of the liquidating trust assets and distribute the
proceeds to holders of allowed claims.

No assets of the consolidated estate, including the liquidating
trust assets, will vest in the Debtors.  The Liquidating Trust
will be under the full control of Mr. Welt as provided in the
plan.  The liquidation of property of the consolidated estate is
intended to provide creditors with maximum distributions on their
allowed claims.

The plan classifies interests against and liens in the Debtor in
six classes.  The classification of treatment of interests and
claims are:

                 Treatment of Interests and Claims

               Type                        Estimated     Estimated
Class         of Claims      Treatment    Amount        Recovery
-----         ---------      ---------    ---------     ---------
unclassified  superpriority               $8,926,370    100%
               claims

unclassified  administrative              $2,602,463    100%
              claims

unclassified  priority tax                $321,443      100%
               claims

1             allowed        unimpaired   $468,580      100%
               priority
               claim

2A            lender secured unimpaired   $0            100%
               claim

2B            allowed other  unimpaired   $0            100%
               secured claim

3             allowed        impaired     $32,378,192   32.2%
               unsecured
               claims

4             lender         impaired     $15,213,701   32.2%
               deficiency
               claim

5             allowed        impaired     $0
               subordinated
               claim

6             allowed        impaired                   0%
               interests

Classes 3 and 4 are entitled to vote for the plan.

Each allowed priority claim against the consolidated estate will
be paid in full on (i) the plan's effective date; (ii) the date of
a final order allowing the priority claim; or (iii) other date and
terms as may be agreed by the Official Committee of Unsecured
Creditors.

At the option of the liquidating trustee, the lenders shall
receive on account of their lender secured claim (i) cash in an
amount equal to the unpaid amount of the lender secured claim,
(ii) the proceeds of the sale or disposition of the collateral
securing lender secured claim, to the extent of the value of the
lenders' secured interest in the lender secured claim, (iii) the
collateral securing the lender secured claim, (iv) treatment that
leaves unaltered the legal, equitable and contractual rights to
which the Lenders are entitled, or (v) such other distribution as
agreed by Committee.

Each allowed other secured claim against the Debtors will be
classified in a separate sub-class within this Class 2B
and will be satisfied by each holder of an allowed other secured
claim receiving from the Debtors or their estates one or more of
the following, at the option of the liquidating trustee,
either (i) cash in an amount equal to the unpaid amount of the
other secured claim, (ii) the proceeds of the sale or disposition
of the collateral securing such Allowed Other Secured Claim
to the extent of the value of the holder's secured interest in the
Allowed Other Secured Claim, (iii) the collateral securing the
allowed other secured claim, (iv) a note with periodic cash
payments having a present value equal to the amount of the Allowed
Other Secured Claim, (v) such treatment that leaves unaltered the
legal, equitable and contractual rights to which the holder of
such Allowed Other Secured Claim is entitled, or (vi) other
distribution as agreed to by the Committee.

Each allowed unsecured claim against the Debtors will be satisfied
by distributions on each distribution date of cash on deposit from
time to time in the collected cash amounts to the holder of each
such Allowed Unsecured Claim on a pro rata basis with (i) the
other holders of Allowed Unsecured Claims in this Class 3 and (ii)
the Lenders on account of the Lender Deficiency Claim; provided,
that the holders of the Lender Deficiency Claim shall not be
entitled to receive any distribution on account thereof from the
proceeds of the Certain Specified Assets.

The Lender Deficiency Claim against the Debtors will be satisfied
by distributions to the lenders on a pro rata basis with
the holders of all allowed unsecured claims in Class 3.  The
distributions to the lenders under the plan will be made on each
distribution date and will be made from cash on deposit from
time to time in the collected cash accounts.

Each allowed subordinated claim against the consolidated estate
will be satisfied by distributions to the holder of each allowed
subordinated claim on a pro rata basis with the holders of all
allowed subordinated claims in Class 5.

The holders of interests will not receive or retain any property
or interest in property on account thereof.  All interests shall
be canceled as of the effective date.

Based in Miami, Florida, All American Semiconductor Inc. (Pink
Sheets: SEMI.PK) -- http://www.allamerican.com/-- distributes
electronic components manufactured by others.  The company
distributes a full range of semiconductors including transistors,
diodes, memory devices, microprocessors, microcontrollers, other
integrated circuits, active matrix displays and various board-
level products.  All American also distributes passive components
such as capacitors, resistors and inductors; and electromechanical
products such as power supplies, cable, switches, connectors,
filters and sockets.  The company also offers complete solutions
for flat panel display products.

In total, the company offers approximately 40,000 products
produced by approximately 60 manufacturers.  The company has 36
strategic locations throughout North America and Mexico, as well
as operations in China and Western Europe.

The company and its debtor-affiliates filed for Chapter 11
protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No.
07-12963).  Craig D. Hansen, Esq., Tina M. Talarchyk, Esq., and
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P.,
represent the Debtors.  Mesirow Financial Consulting, LLC serve as
financial advisor to the Committee.  William Hawkins, Esq., at
Loeb & Loeb, LLP, is the Official Committee of Unsecured Creditors
general bankruptcy counsel.  Jerry M. Markowitz, Esq., at
Markowitz, Davis, Ringel & Trusty, P.A., is the Committee's local
counsel.  As of Feb. 28, 2007, the Debtors' balance sheet showed
total assets of $117,634,000 and total debts of $106,024,000.


AMERICAN INTERNATIONAL: Considers Changes in Gov't Loan Pact
------------------------------------------------------------
American International Group's board is considering changes in its
$85 billion rescue plan from the U.S. government Matthew
karnitschnig, Liam Pleven and Serena Ng at The Wall Street Journal
reports.

WSJ says that the original rescue plan, which would have required
AIG to quickly sell assets into a declining market while also
paying steep interest rates on its loans, failed to adequately
address AIG's main problem -- how it was losing billions of
dollars on credit default swaps and other financial instruments --
as it posted collateral to nervous counterparties.

According to WSJ, the revised plan is designed to boost AIG's
ability to sell assets for a decent price and the taxpayer's
ability to recoup the money that has been injected into the
company.  Citing people familiar with the matter, WSJ relates that
on Sunday, the board is in the final stages of approving the
"large overhaul" of the rescue plan.

WSJ states that the U.S. government, as part of the plan, will:

     -- roll back the length and interest rate of its existing
        loan to AIG,

     -- purchase $40 billion in preferred AIG shares through
        the U.S. Treasury's Troubled Asset Relief Program, and

     -- cancel the bulk of its credit default swap agreements
        via a massive purchase of their underlying real estate
        assets.

According to WSJ, there is also a plan to backstop AIG's
securities lending portfolio and in all, the government will have
total exposure of $150 billion in investments.

The government, under the plan, will replace its two-year
$85 billion loan with a $60 billion loan with a five year
duration, and interest on the loan would drop to 3% plus Libor
interest-rate benchmark, from 8.5% plus three-month Libor
interest-rate benchmark, WSJ reports.  The government, accoridng
to WSJ, would tap the $700 billion Troubled Asset Recovery Program
to inject some $40 billion into AIG in return for preferred
shares, which would carry 10% yearly interest payments.  The
report says that the government's equity interest in AIG would
still be at 79.9% after the changes.

The new plan, states WSJ, transfers to the government many of the
risks absorbed by AIG, potentially exposing the government to
billions of dollars in future losses.  WSJ relates that AIG would
transfer its troubled holdings into these two separate entities
that would be capitalized by the government:

     -- the first entity would be capitalized with $30 billion
        from the government and $5 billion from AIG.  The money
        would be used in buying the underlying securities with
        a face value of $70 billion that AIG agreed to insure
        with the credit default swaps.  The securities --
        collateralized debt obligations -- are thinly traded
        investments that include pools of loans.  AIG would
        buy the securities from their counterparties on the
        credit default swap contracts for 50 cents on the
        dollar.

     -- the second entity would be set up to solve the
        liquidity problems in AIG's securities lending
        business, which involves lending out to short sellers
        or others and investing the collateral for gains.  AIG
        tried unloading illiquid assets to give back the
        collateral it accepted.

WSJ reports that the government would inject $20 billion into the
securities lending vehicle and AIG would give the vehicle
$1 billion.  The vehicle would then purchase the illiquid
securities -- residential mortgage-backed securities -- that the
AIG unit holds, according to the report.  AIG, says the report,
would use the proceeds to close the $37.8 billion lending facility
that it hasn't yet fully tapped.

                 About American International

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

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

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

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

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

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

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

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

                       *     *     *

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

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


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.


AMI MANAGEMENT: Could File for Chapter 11 to Stop Foreclosure Sale
------------------------------------------------------------------
Mark Waite at Pahrump Valley Times reports that AMI Management
could file for Chapter 11 protection to reorganize its debts and
stop the Nov. 12 foreclosure sale of Willow Creek golf course.

According to Pahrump Valley Times, Nye County Commissioners
revoked on Thursday a zoning change and conditional use permit for
a hotel, casino, and remodeled clubhouse at Willow Creek.

Pahrump Valley Times relates that AMI Management's director of
operations, Antonio Caiati, asked the commissioners if the company
could resubmit the application for permit without a one-year
waiting period, which Commissioner Peter Liakopoulos agreed to.

Commission chairperson Joni Eastley, according to Pahrump Valley
Times, criticized AMI Management's director of operations, Mr.
Caiati, for failing to inform the board about a foreclosure notice
at an Oct. 21 county commission meeting, when the commissioners
gave the company a Dec. 31 deadline to file an amended deed
restriction to keep Willow Creek as a golf course for another 30
years, until 2043.  The report quoted Ms. Eastley as saying, "I
think they had an absolute duty to advise this board of the
pending Nov. 12 foreclosure sale, and they failed to do that."

Pahrump Valley Times states that Mr. Caiati explained that he
received a notice of the foreclosure sale by mail on Oct. 22, the
day after the county commission meeting, and that he promptly sent
a letter to Nye County Planning Director Jack Lohman.

Citing Mr. Caiati, Pahrump Valley Times reports that Jorie
Enterprises, which is financially supporting AMI Management,
offered to move the debt into properties clear of debt so they no
longer have to deal with a first trust deed holder.  The report
says that AMI Management can file for Chapter 11 if Jorie
Enterprises' strategy fails.

Pahrump Valley Times quoted Mr. Caiati as saying, "At the same
time we'll make sure our water gets pumped, utilities, lakes stay
to the right level, it doesn't overflow, EPA standards are kept up
with pH and so forth, Lake View gets their water and all UICN
(Utilitlies Inc. of Central Nevada) contract agreements remain
intact."  AMI Manangement has a contract with Utilities Inc. to
accept 650,000 gallons per day of treated effluent to disburse on
Willow Creek golf course, store it, or send it to Lake View Golf
Course, the report says, citing Mr. Caiati.  According to the
report, Mr. Caiati said that AMI Management offered to purchase
Lake View Golf Course initially as a backup for the recycled water
and for any excess golfers.

Pahrump Valley Times states that a bank will keep the property if
it doesn't sell on Nov. 12, and no one will be on site to pump the
water.  The report quoted Mr. Caiati as saying, "The company who's
going to hold the property is in Irvine (Calif.) and they're a
bank.  I don't think they have the facilities and structure in
place to do the maintenance on that pipeline and those
properties."

AMI Management should have known about the trustee's first filing
of the notice of sale in Orange County, California, on Oct. 13,
Pahrump Valley Times relates, citing Ms. Eastley.

According to Pahrump Valley Times, Mr. Caiati said that the debt
on the property is $9.7 million, with penalties, but the golf
course was appraised at $40 million with the water rights.

Pahrump Valley Times states that Ms. Eastley said that the board
granted the zoning in February 2008.  Mr. Caiati, according to the
report, said that AMI Management went delinquent on the primary
loan payment of $70,000 a month in March 2008, and went into
escrow that same month and expected to close in 30 days.


ANIS KHANI: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Anis Khani
        fka Anas Alkhani
        P.O. Box 53391
        Atlanta, GA 30355

Bankruptcy Case No.: 08-82521

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Leon S. Jones, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: 404-564-9301
                  E-mail: ljones@joneswalden.com

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

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

A list of the Debtor's 20 largest unsecured creditors are
available at no charge at:

           http://bankrupt.com/misc/ganb08-82521.pdf


AQUILEX ACQUISITION: Moody's Puts Corporate Family Rating at B2
---------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Aquilex
Acquisition Sub III; corporate family and probability of default
ratings, each of B2. Moody's also assigned a first time rating of
B1 to the planned $357 million first lien senior secured credit
facility of Acquisition Co. The outlook is stable.

The proceeds of the Credit Facility's term loan, a new issue of
senior unsecured mezzanine debt (not rated) and a significant
equity contribution will fund the recently announced, all cash
acquisition of Aquilex Holdings, LLC by Teacher's Private Capital,
the private investment arm of Ontario Teachers' Pension Plan.
Aquilex is the indirect parent of HydroChem Industrial Services,
Inc. (B2 CFR, stable outlook). Aquilex and Acquisition Co. will
merge upon the closing of the acquisition. Aquilex will be the
surviving entity and assume all of Acquisition Co.'s obligations
under the Credit Facility and of the Notes indenture. A portion of
the transaction proceeds will fund the retirement of Aquilex's
existing debt, including that of HydroChem. Moody's will withdraw
all of its ratings of HydroChem upon the payoff and termination of
its existing credit facilities.

The B2 corporate family rating considers Aquilex's favorable
position as a leading provider of service, repair, overhaul and
industrial cleaning services to the power generation and energy
sectors. "The company's ability to timely provide high quality
service and safely complete projects within required timeframes
should help sustain a leading market position and the ability to
adequately service its debt obligations," said Moody's analyst,
Jonathan Root. The ratings also reflect Moody's belief that demand
for the company's services is susceptible to weakening during
cyclical troughs in North American economic activity,
notwithstanding that the essentiality of the energy sector may
make it less directly affected by a downturn. This could stress
credit metrics, restrain the generation of free cash flow, and
interrupt the de-levering of the capital structure planned to
commence within the first 12 months following the closing of the
acquisition. Pro forma Debt to EBITDA of about 5.0 times and EBIT
to Interest of about 1.3 times support the ratings assignment. The
business case projections anticipate modest strengthening of
credit metrics within 24 months of the closing. However, this is
predicated on average annual top line growth in the high single-
digits and benefits of streamlining G&A upon integration of
administrative functions of the three business segments that, to
date, have been operated independently. Moody's believes Aquilex's
strategy could potentially strengthen its credit profile over the
intermediate term; however, the B2 corporate family rating
reflects Moody's belief that execution risks could affect the pace
and extent to which Aquilex achieves the projected de-levering of
the capital structure. The relatively high variable cost component
and low asset intensity balance these risks and support the B2
rating. Liquidity is adequate.

The stable outlook anticipates that Aquilex should be able to
sustain at least break-even free cash flow, even in the event the
current challenging U.S. economic conditions constrain demand for
its services. The outlook could be changed to positive if Aquilex
is able to achieve its projected top line and earnings growth and
sustain free cash flow to debt above 5%. This would likely
strengthen credit metrics from the pro forma December 2008 levels
that the company forecasts. EBIT to Interest that is sustained
above 2.0 times and Debt to EBITDA that approaches 4.0 times could
also lead to an upgrade of the ratings. The outlook could be
changed to negative or the ratings directly downgraded if Aquilex
sustains EBIT to Interest below 1.1 times or Debt to EBITDA
approaches 5.8 times. Although not expected over the near term, a
debt-funded acquisitive growth strategy could also pressure the
ratings.

Assignments:

  Issuer: Aquilex Acquisition Sub III, LLC

   * Probability of Default Rating, Assigned B2

   * Corporate Family Rating, Assigned B2

   * Senior Secured Bank Credit Facility, Assigned a range of 34
     - LGD3 to B1

   * Outlook, Stable

Aquilex Holdings, LLC, headquartered in Atlanta, Georgia, is a
leading provider of service, repair and overhaul services, and
industrial cleaning services to the energy and power generation
sectors.


ARCHWAY COOKIES: Committee Protests Procedures for Sale of Assets
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Archway Cookies
and its affiliate objects procedures for the sale of substantially
all of the Debtors' assets free and clear of liens, claims,
encumbrances and interests.

The Committee tells the United States Bankruptcy Court for
the District of Delaware that the Debtors have yet to select a
stalking horse bidder and there should be no auction before
the Debtors filed their schedules of assets and liabilities, and
statements of financial affairs.  The Debtors can't file their
schedules and statements until Dec. 5, 2008.

An auction is expected to take place on Nov. 24, 2008, followed by
a hearing the next day.

The Committee asserts that senior lenders -- including Wachovia
Capital Finance Corporation (New England) and Catterton V LP --
should not be allowed to credit bid at the auction before it
completes its investigation of the prepetition secured claims
until Dec. 16, 2008.

                      About Archway Cookies

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

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

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


ATLANTIS PLASTICS: Hearing on Sua Sponte Motion Set for Nov. 20
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
will hold a hearing on the Court's sua sponte motion to determine
whether to appoint a Chapter 11 trustee in the Chapter 11 cases of
Atlantis Plastics, Inc., et al., or to convert the Debtors' cases
to cases under Chapter 7 of the Bankruptcy Code on Nov. 20, 2008.

At the Nov. 20, 2008 hearing, the Debtors told the Court that they
only intend to request that the Court convert the Debtors' cases
to cases under Chapter 7 of the Bankruptcy Code if such conversion
is consensual.

At the Oct. 3, 2008 hearing on the Debtors' motion for the
approval of the sale to AEP Industries Inc. of its Plastic Films
Business and the sale to Custom Plastic Solution, LLC of its
Molded Products Business, the Court indicated that it would
conduct a hearing on Nov. 20, 2008, on its own motion to consider
the appointment of a Chapter 11 trustee or conversion of the
Debtors' cases to cases under Chapter 7 of the Bankruptcy Code.
The Court entered an order approving the sale on Oct. 6, 2008.
As no qualified bids were received for the Films division, no
auction occurred for that business.

On Oct. 10, 2008, the sale of the Debtors' molded plastics
division for approximately $20.7 million closed.  On Oct. 30,
2008, the sale of the Debtors' plastic films segment for
approximately $87.0 million closed.

                       About Atlantis Plastics

Atlanta, Georgia-based Atlantis Plastics, Inc. (OTC:ATPL.PK)
manufactures specialty polyethylene films and molded and extruded
plastic components used in a variety of industrial and consumer
applications.

The Debtor filed for Chapter 11 relief on Aug. 10, 2008 (Bankr.
N.D. Ga. Case Nos. 08-75473 through 08-75481) together with
Atlantis Plastics, Inc., Atlantis Plastic Films, Inc., Atlantis
Films, Inc., Atlantis Molded Plastics, Inc., Atlantis Plastics
Injection Molding, Inc., Extrusion Masters, Inc., Linear Films,
Inc., Pierce Plastics, Inc., and Rigal Plastics, Inc.

David B. Kurzweil, Esq., at Greenberg Traurig, LLP, represents the
Debtors in their restructuring efforts.  They listed assets
between of $100 million and $500 million and debts of between
$100 million and $500 million.

At Sept. 30, 2007, Atlantis Plastics' consolidated balance sheet
showed $214.0 million in total assets and $255.3 million in total
liabilities, resulting in a $41.3 million stockholders' deficit.


ATLAS PIPELINE: Strategy Alternatives Won't Impact S&P Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services said that midstream energy
master limited partnership Atlas Pipeline Partners L.P.'s
(B+/Stable/--) announcement that it is considering strategic
alternatives that include deleveraging by selling assets or
potentially merging with the owner of its general partner will not
affect the company's rating or outlook at this time.  Due to the
uncertainty surrounding the nature and timing of any strategic
change, S&P will evaluate the effect any potential transaction may
have on Atlas's business and financial risk profiles when more
information becomes available.  Depending upon specifics, S&P is
likely to place Atlas on CreditWatch with either negative or
positive implications when there is more clarity around any
potential action Atlas may undertake.


AVERY ENVIRONMENTAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Avery Environmental Services, Inc.
        3731 S. Highway 16
        Carrollton, GA 30116

Bankruptcy Case No.: 08-13222

Chapter 11 Petition Date: October 30, 2008

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, N.E.
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108

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

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

A list of the Debtor's 20 largest unsecured creditors are
available at no charge at:

           http://bankrupt.com/misc/ganb08-13222.pdf


BANC OF AMERICA: S&P Junks Series 2002-PB2 Class P Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes and lowered its ratings on two classes of commercial
mortgage pass-through certificates from Banc of America Commercial
Mortgage Inc.'s series 2002-PB2.  At the same time, S&P affirmed
S&P's ratings on 11 other classes from this series.

The upgrades reflect increased credit enhancement levels due to
the paydown of the mortgage pool balance and defeasance of the
collateral securing 22% ($179.1 million) of the pool balance.

The downgrades reflect anticipated credit support erosion upon the
eventual resolution of the sole asset ($4.2 million, 1%) with the
special servicer.  The downgrades also reflect credit concerns
regarding four of the 17 exposures in the pool that have reported
debt service coverage (DSC) of less than 1.0x.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

As of the Oct. 14, 2008, remittance report, the collateral pool
consisted of 97 loans with an aggregate trust balance of
$822.6 million, compared with 118 loans totaling $1.1 billion at
issuance.  The master servicer, Bank of America N.A., reported
financial information for 99% of the pool.  Ninety-five percent of
the servicer-provided information was full-year 2007 data.
Standard & Poor's calculated a weighted average DSC of 1.35x for
the pool, down slightly from 1.36x at issuance.  The only
delinquent asset ($4.2 million, 1%) is with the special servicer,
LNR Partners Inc.  LNR previously filed a motion to foreclose, but
the sponsor has since made efforts to keep the loan current, and
the loan remains current at this time.  The trust has experienced
seven losses to date, totaling $17.5 million.

The top 10 exposures secured by real estate have an aggregate
outstanding balance of $306.2 million (37%) and a weighted average
DSC of 1.41x, up from 1.38x at issuance.  Three of the top 10
exposures appear on the servicer's watchlist and are discussed
below.  Standard & Poor's reviewed the property inspections
provided by the master servicer for all of the properties
underlying the top 10 exposures and all of the assets were
characterized as "good."

Three loans had credit characteristics consistent with investment-
grade rated obligations at issuance.  One of these loans has since
been defeased. The credit characteristics of the Town Center East
loan ($41.6 million, 5%) remain consistent with those of an
investment-grade rated obligation.  The credit characteristics of
the Regency Square loan ($75.7 million, 9%), the largest loan in
the pool, are no longer consistent with those of an investment-
grade rated obligation.

The Regency Square loan is secured by a 464,861-sq.-ft retail
property in Richmond, Va.  The loan has experienced a continued
decline in DSC since issuance: DSC was 1.66x at issuance, 1.16x at
year-end 2007, and 0.91x at June 2008.  Net cash flow for the
Regency Square loan has declined significantly since issuance due
to a decline in revenue at the retail property.

There are 17 assets ($107.4 million, 13%) in the pool that have
reported DSC of less than 1.0x.  The exposures are secured by a
variety of property types and have an average balance of
$6.3 million.  These assets have seen an average decline in DSC of
36% since issuance.  Four of these assets are credit concerns.
The properties securing these four exposures ($25.5 million, 3%)
have experienced a combination of declining occupancy and higher
operating expenses.  Two of the loans are secured by office
properties, one is secured by a manufactured housing park, and one
is secured by a multifamily property.  The four loans have an
average balance of $6.4 million.  The remaining 13 assets with low
DSC are not currently credit concerns because the properties that
secure the loans are in various stages of renovation or lease up;
they have significant reserves; and/or they have relatively low
loan exposures per sq. ft. or unit.

The James River Apartments ($4.3 million total exposure) is the
only asset with the special servicer. The asset is secured by a
104-unit multifamily property in Lilburn, Ga.  The asset was
transferred to LNR on June 3, 2008.  LNR previously filed a motion
to foreclose on the property, but the sponsor has since made
serious efforts to keep the asset current, and the loan remains
current at this time.  The property was 80% occupied as of year-
end 2007.  In addition, there is deferred maintenance associated
with the property. An appraisal has been ordered, but is still
pending.  At this time, Standard & Poor's expects a moderate loss
upon the ultimate resolution of the asset.

BofA reported a watchlist of 25 loans ($228.4 million, 28%), which
includes the Regency Square loan discussed above.

The Vornado Industrial-901, 903-906 Murray Road loan
($25.3 million, 3% of pool) is the second-largest loan on the
watchlist and the seventh-largest loan in the pool.  The asset is
secured by a 942,206-sq.-ft industrial property in East Hanover,
N.J.  The loan appears on the watchlist due to pending tenant
rollover.  A significant rollover event, however, isn't scheduled
to occur until early 2010.

The Rio Grande Industrial Portfolio asset ($16.3 million, 2% of
pool) is the third-largest asset on the watchlist and the 10th-
largest exposure in the pool.  The asset is secured by a portfolio
of five industrial properties encompassing 751,696 sq. ft. of net
rentable area. Four of the properties are located in Brownsville,
Texas, and one is located in Edinburg, Texas.  The exposure
appears on the watchlist due to decreased DSC, which was 0.83x as
of year-end 2007.  The drop in DSC is primarily attributable to
increased operating expenses.

Standard & Poor's identified one collateral property
($8.0 million, 1%) in an area affected by Hurricane Ike. The loan
appears on the watchlist for DSC issues unrelated to Hurricane
Ike.  The property experienced only minor damage.  While the
availability of insurance was disclosed, the type and dollar
amount of coverage was not available.  S&P will continue to
evaluate information on this property as it becomes available.

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

                          RATINGS RAISED

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2002-PB2

              Rating
   Class    To      From      Credit enhancement (%)
   -----    --      ----      ----------------------
   F        AAA     AA+                        15.01
   G        AA+     AA                         13.30
   H        A+      A                          11.25
   J        A-      BBB+                        9.54
   K        BBB+    BBB                         7.49

                         RATINGS LOWERED

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2002-PB2

              Rating
   Class    To      From      Credit enhancement (%)
   -----    --      ----      ----------------------
   O        B-      B                           1.58
   P        CCC+    B-                          1.00

                         RATINGS AFFIRMED

Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2002-PB2

   Class    Rating            Credit enhancement (%)
   A-3      AAA                                28.68
   A-4      AAA                                28.68
   B        AAA                                22.53
   C        AAA                                20.48
   D        AAA                                18.77
   E        AAA                                16.38
   L        BB+                                 5.10
   M        BB-                                 4.08
   N        B+                                  2.46
   X-C      AAA                                  N/A
   X-P      AAA                                  N/A

                       N/A -- Not applicable


BOOT TOWN: Wants Sale of Substantially All Assets Approved
----------------------------------------------------------
BTWW Retail, LP fka Boot Town, Inc., seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to sell all of
its assets.  This motion sets key dates for an auction and a
hearing for approval by the US Bankruptcy court.  A hearing to
approve the proposed Sale/Liquidation Transaction is set for
Nov. 25.

The Debtor retained Clear Thinking Group LLC, a national advisory
firm, to assist in the sale of its assets.  Alan Minker, managing
director of the New Jersey based advisory group, has been retained
as the company's chief restructuring officer, subject to
Bankruptcy court approval.

The Debtor also retained Adam Cook of Clear Thinking Group to
assist in finding a going concern buyer, or buyers, for the
debtor's assets.  Mr. Cook has been advising the company since
June of this year.

"The company sold 31 stores to Marwit Capital Partners through its
Boot Barn portfolio company prior to filing bankruptcy as part of
two separate transactions," Mr. Cook said.  "The company had some
additional interest in selling additional stores just prior to the
bankruptcy petition being filed, and we hope to secure a going
concern (stalking horse) buyer soon."

The company plans to take bids from potential bidders for all of
the company's assets with a bid deadline designated for
Nov. 21, and has proposed that an auction be held just prior to
the Thanksgiving holiday," Mr. Cook said.  "We anticipate that
this will be a very quick sale process, and we hope to have a
buyer or buyers approved by the bankruptcy court by the end of
this month,"

                        About Boot Town, Inc.

Headquartered in Farmers Branch, Texas, Boot Town, Inc., is a
retailer of brand name boots and western wear: hats, belts,
buckles, and jeans.  The Company filed for chapter 11 protection
on Nov. 17, 2003 (Bankr. N.D. Tex. Case No.: 03-81845). Cynthia
Cole, Esq., Esq. Neligan Tarpley Andrews & Foley, L.L.P. represent
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $10 million
in both estimated assets and debts.


BXG TIMESHARE: S&P Ratings Unaffected By Bluegreen Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said the Nov. 3, 2008,
placement of the 'B' rating on Bluegreen Corp. on CreditWatch with
negative implications does not affect its ratings on five BXG
timeshare securitizations.  Bluegreen Corp. acts as the servicer
for all five transactions.

The rating on the timeshare developer (which, in the case of the
BXG transactions, is Bluegreen Corp.) is relevant to S&P's ratings
analysis because in many cases, S&P may assume a level of recovery
credit for transaction ratings that is equal to or within one
category above the rating on the developer.  Recoveries on
defaulted loans are closely correlated with the developer's
ability to remarket a foreclosed vacation ownership interest (VOI)
because the secondary market for timeshares is limited.

                        CURRENT BXG RATINGS

   Transaction                                      Class  Rating
   -----------                                      -----  ------
   BXG Receivables Note Trust 2002-A                A      AAA
   BXG Receivables Note Trust 2002-A                B      AA
   BXG Receivables Note Trust 2002-A                C      A
   BXG Receivables Note Trust 2002-A                D      BBB

   BXG Receivables Note Trust 2004-B                A      AAA
   BXG Receivables Note Trust 2004-B                B      AA
   BXG Receivables Note Trust 2004-B                C      A
   BXG Receivables Note Trust 2004-B                D      BBB
   BXG Receivables Note Trust 2004-B                E      BBB

   BXG Receivables Note Trust 2005-A                A      AAA
   BXG Receivables Note Trust 2005-A                B      AA
   BXG Receivables Note Trust 2005-A                C      A
   BXG Receivables Note Trust 2005-A                D      BBB
   BXG Receivables Note Trust 2005-A                E      BBB-
   BXG Receivables Note Trust 2005-A                F      BB

   BXG Receivables Note Trust 2006-B                A      AAA
   BXG Receivables Note Trust 2006-B                B      AA
   BXG Receivables Note Trust 2006-B                C      A
   BXG Receivables Note Trust 2006-B                D      BBB
   BXG Receivables Note Trust 2006-B                E      BBB-
   BXG Receivables Note Trust 2006-B                F      BB+

   BXG Receivables Note Trust 2007-A                A      AAA
   BXG Receivables Note Trust 2007-A                B      AA
   BXG Receivables Note Trust 2007-A                C      A-
   BXG Receivables Note Trust 2007-A                D      BBB+
   BXG Receivables Note Trust 2007-A                E      BBB
   BXG Receivables Note Trust 2007-A                F      BBB-
   BXG Receivables Note Trust 2007-A                G      BB+


BROGAN HEART: Case Summary and 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: W. Chuck Brogan, III, M.D. PhD, P.A.
        dba Brogan Heart Center
        7008 Indiana Avenue
        Lubbock, TX 79413

Bankruptcy Case No.: 08-50389

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Texas (Lubbock)

Debtor's Counsel: Corey W. Haugland, Esq.
                  James and Haugland, P.C.
                  P.O. Box 1770
                  El Paso, TX 79949-1770
                  Tel: (915) 532-3911
                  Fax: (915) 541-6440
                  E-mail: chaugland@jghpc.com

Total Assets: $5,382,913

Total Debts: $4,251,378

A full-text copy of the Debtor's petition, schedules of assets and
liabilities, and list of 20 largest unsecured creditors are
available at no charge at:

           http://bankrupt.com/misc/txnb08-50389.pdf


BTD PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: BTD Properties, LLC
        P.O. Box 211942
        Martinez, GA 30917

Bankruptcy Case No.: 08-12439

Chapter 11 Petition Date: November 3, 2008

Court: Southern District of Georgia (Augusta)

Judge: Susan D. Barrett

Debtor's Counsel: James T. Wilson, Jr., Esq.
                  James T. Wilson, Jr., PC
                  945 Broad St., Ste 420
                  P. O. Box 2112
                  Augusta, GA 30903
                  Tel: (706) 722-4933
                  Fax: (706) 722-0472

Total Assets: $1,387,503

Total Debts: $557,704

A full-text copy of the Debtor's petition and its schedules of
assets and liabilities, and statement of financial affairs are
available at no charge at:

           http://bankrupt.com/misc/gasb08-12439.pdf

The Debtor disclosed in its Schedule F creditors holding unsecured
nonpriority claims against its estate:

   Entity                                 Amount
   ------                                 ------
   Home Depot Credit Services            $13,774
   The Lakes, NV

   Lowe's, El Paso, TX                    $7,253

   Home Depot Commercial Credit           $2,000
   The Lakes, NV


BYSYNERGY LLC: Court Sets Nov. 18 Hearing on Disclosure Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
scheduled a Nov. 18, 2008 hearing to consider the approval of
Disclosure Statement filed by BySynergy, LLC on

The date of the hearing is fixed as the last day for filing
proofs of claim.

                       About Bysynergy LLC

Based in Sedona, Arizona, Bysynergy, LLC, provides management
services.  The Debtor filed for Chapter 11 protection on June 25,
2008 (D. Ariz. Case No. 08-07680).  Jonathan P. Ibsen, at Jaburg &
Wilk, PC, represents the Debtor as its counsel.  Steven J. Brown,
Esq., at Steve Brown & Associates, LLC, represents the Official
Committee of Unsecured Creditors as counsel.  When Bysynergy, LLC
filed for protection from its creditors, it listed estimated
assets of between $10 million and $50 million, and estimated debts
of between $10 million and $50 million.


BYSYNERGY LLC: U.S. Trustee Amends Composition of Creditors Panel
-----------------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14, has amended
the composition of the Official Committee of Unsecured Creditors
appointed in Bysynergy LLC's Chapter 11 case, as follows:

1. L. Leon Lunsway
      Denise A. Lunsway
      2170 E. Mule Deer
      Sedona, AZ 86336
      Tel: (928) 282-6536

   2. Performance Capital, LLC
      Attn: Justin Ferrandi
      3131 E. Camelback Road, Suite 211
      Phoenix, AZ 85016
      Tel: (602) 489-5080
      Fax: (602) 955-1983

3. Tabback Broadcasting Co., Inc.
      Attn: Tom Tabback
      P.O. Box 1525
      Sedona, AZ 86339
      Tel: (928) 282-4154
      Fax: (928) 282-2230

                       About Bysynergy LLC

Based in Sedona, Arizona, Bysynergy, LLC, provides management
services.  The Debtor filed for Chapter 11 protection on June 25,
2008 (D. Ariz. Case No. 08-07680).  Jonathan P. Ibsen, at Jaburg &
Wilk, PC, represents the Debtor as its counsel.  Steven J. Brown,
Esq., at Steve Brown & Associates, LLC, represents the Official
Committee of Unsecured Creditors as counsel.  When Bysynergy, LLC
filed for protection from its creditors, it listed estimated
assets of between $10 million and $50 million, and estimated debts
of between $10 million and $50 million.


CBA COMMERCIAL: Moody's Downgrades Class M-5 Certificates to B3
---------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class and
affirmed seven classes of CBA Commercial Assets, Small Balance
Commercial Mortgage Pass-Through Certificates, Series 2004-1:

   -- Class A-1, $21,662,657, affirmed at Aaa

   -- Class A-2, $9,466,581, affirmed at Aaa

   -- Class A-3, $5,116,720, affirmed at Aaa

   -- Class IO, Notional, affirmed at Aaa

   -- Class M-1, $2,930,000, affirmed at Aa1

   -- Class M-2, $3,570,000, affirmed at A2

   -- Class M-3, $3,700,000, affirmed at Baa2

   -- Class M-5, $770,000, downgraded to B3 from B1

Moody's downgraded Class M-5 due to realized losses and projected
losses from specially serviced loans.

As of the October 27, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 48%
to $53 million from $102 million at securitization. The
Certificates are collateralized by 151 mortgage loans with an
average loan balance of approximately $350,800. The top 10 loans
represent 19% of the pool.

Nine loans have been liquidated from the trust resulting in an
aggregate realized loss of approximately $1.7 million. There are
19 loans, representing 13% of the pool, currently in special
servicing. Sixteen of these loans are secured by multifamily
properties. Moody's has estimated an aggregate loss of
approximately $876,000 for the specially serviced loans. The
servicer has recognized an aggregate appraisal reduction of
$450,000 for four of the specially serviced loans.

Moody's was provided with limited current financial information
for the pool and accordingly has not estimated an overall loan to
value ("LTV") ratio.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis. Moody's prior full
review is summarized in a press release dated March 20, 2008.


CENTENNIAL COMM: AT&T Will Acquire Firm for $944 Million
--------------------------------------------------------
AT&T Inc. will acquire Centennial Communications Corp. for
$944 million in cash.  The transaction will enhance AT&T's
wireless coverage for customers in largely rural areas of the
Midwest and Southeast United States and in Puerto Rico and the
U.S. Virgin Islands.  With the addition of Centennial
Communications' wired network in Puerto Rico, AT&T will also be
able to better serve the company's business customers who operate
there.

As a result of the acquisition, Centennial Communications'
1.1 million wireless subscribers -- many of them in rural areas --
will have access to the wireless network with the best global
coverage and to the nation's premier lineup of innovative wireless
devices, including iPhone 3G, an AT&T exclusive.  Centennial
Communications' customers who choose select smartphones -- such as
the BlackBerry(R) Bold(TM), another AT&T exclusive -- and AT&T
LaptopConnect cards will also enjoy free access to the nation's
largest Wi-Fi network.

"Mobility is a vital investment area for AT&T and our company's
biggest growth driver," said Ralph de la Vega, president and chief
executive officer of AT&T Mobility and Consumer Markets.  "This
transaction enhances network coverage for our consumer and
business customers and is expected to create long-term value for
AT&T's stockholders," he added.

Mr. de la Vega stated, "This acquisition offers important benefits
for wireless customers of both AT&T and Centennial.  Our existing
customers will enjoy a better on-network calling experience in the
current Centennial roaming areas.  And Centennial customers will
have access to a mobile-to-mobile network of nearly 75 million
subscribers, AT&T's national and international roaming
capabilities, our terrific device offerings and our great
portfolio of applications and services."

The Centennial Communications acquisition demonstrates AT&T's
commitment to continuously enhance network quality and coverage
for its wireless customers.  The addition of Centennial
Comunications' high-quality 850 megahertz spectrum will improve
service quality for AT&T customers in parts of Indiana, Louisiana,
Michigan, Mississippi, Ohio, and Texas.

Centennial Communications also provides switched voice and high-
capacity data and Internet Protocol solutions for business
customers in Puerto Rico.  The transaction gives AT&T a network
presence in Puerto Rico and will allow the company to better serve
its multinational business customers with a presence in this U.S.
territory.

"Centennial has a 20-year history of doing what is best for our
customers, and this transaction is a natural next step for us,"
said Michael J. Small, CEO of Centennial Communications.  "As a
result of this merger, our wireless customers will enjoy greatly
expanded network coverage and access to AT&T's wide range of
innovative products and services.  Our business customers will
benefit from AT&T's expertise in delivering networking services
and solutions to businesses of all sizes.  I thank our associates
for their dedication and hard work in always rising to the
challenges of our rapidly changing industry, and I take pride that
our company will become part of a world-class organization like
AT&T," he added.

Under terms of the agreement, Centennial Communications
stockholders will receive $8.50 per share for a total equity price
of $944 million. Including net debt, the total enterprise value is
approximately $2.8 billion.  AT&T expects the proposed transaction
to deliver significant value to its stockholders.  The acquisition
offers opportunities for synergies in areas including corporate
overhead, advertising, customer care and network operations.  In
the first year after the transaction closes, AT&T expects minimal
dilution to EPS and cash flow, driven by upfront integration
costs.

The acquisition is subject to regulatory approval, the approval of
Centennial's stockholders and other customary closing conditions.
Welsh, Carson, Anderson & Stowe -- Centennial Communications'
largest stockholder -- has agreed to vote in support of this
transaction.  AT&T is working to obtain approvals by the end of
the second quarter of 2009.

Centennial Communications' 1.1 million wireless customers are in
Puerto Rico and the U.S. Virgin Islands as well as in:

     --  Kalamazoo, Cass City, Newaygo, Battle Creek, Benton
         Harbor, Jackson, Roscommon, Allegan, Grand Rapids,
         Lansing, Muskegon and Saginaw-Bay City, Mich.;

     -- Miami, Kosciusko, Huntington, Kokomo, Muncie, Anderson
        and Lafayette, Indiana;

     -- Lima and Findlay-Tiffin and Williams County, Ohio;

     -- Lafayette, Alexandria, Iberville, Bastrop and Lake
        Charles and Caldwell, West Feliciana, Beauregard and
        DeSoto parishes, Los Angeles;

     -- Beaumont-Port Arthur, Texas; and

     -- Claiborne and Copiah counties, Mississippi.

                            About AT&T

AT&T Inc. is a premier communications holding company.  Its
subsidiaries and affiliates, AT&T operating companies, are the
providers of AT&T services in the United States and around the
world.  Among their offerings are the world's most advanced
Internet protocol-based business communications services and the
nation's leading wireless, high speed Internet access and voice
services.  In domestic markets, AT&T is known for the directory
publishing and advertising sales leadership of its Yellow Pages
and YELLOWPAGES.COM organizations, and the AT&T brand is licensed
to innovators in such fields as communications equipment.

                About Centennial Communications

Based in Wall, New Jersey, Centennial Communications Corp.
(Nasdaq: CYCL) - http://www.centennialwireless.com/--
provides regional wireless and integrated communications
services in the United States and the Puerto Rico with
approximately 1.1 million wireless subscribers and 582,200 access
lines and equivalents.  The US business owns and operates wireless
networks in the Midwest and Southeast covering parts of six
states.  Centennial's Puerto Rico business owns and operates
wireless networks in Puerto Rico and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe is a significant
shareholder of Centennial.

                          *     *     *

Centennial Communications Corp. continues to carry Moody's
Investor Services' 'Caa1' senior unsecured debt rating, which was
placed in September 2006.


COLONY BEACH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Colony Beach & Tennis Club Ass'n, Inc.
        1620 Gulf of Mexico Dr.
        Longboat Key, FL 34228

Bankruptcy Case No.: 08-16972

Chapter 11 Petition Date: October 29, 2008

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Adam L. Alpert, Esq.
                  E-mail: aalpert@bushross.com
                  Jeffrey W. Warren, Esq.
                  E-mail: jwarren@bushross.com
                  Shane G. Ramsey, Esq.
                  E-mail: sramsey@bushross.com
                  Bush Ross, P.A.
                  Post Office Box 3913
                  Tampa, FL 33601-3913
                  Tel: (813) 224-9255
                  Fax: (813) 223-9620

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

Estimated Debts: $10,000,000 to $50,000,000

A list of the Debtor's 20 largest unsecured creditors is available
at no charge at:

           http://bankrupt.com/misc/flmb08-16972.pdf


COLONY BEACH: Section 341(a) Meeting Set for December 5
-------------------------------------------------------
The United States Trustee for the Middle District of Florida in
Tampa will convene a meeting of creditors of Colony Beach & Tennis
Club Ass'n, Inc., on December 5, 2008, at 3:00 p.m.  The meeting
will take place at the U.S. Trustee's Office, Room 100-B,
Timberlake Annex, at 501 E. Polk Street, in Tampa.

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

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

Based in Longboat Key, Florida, Colony Beach & Tennis Club Ass'n,
Inc., filed for chapter 11 bankruptcy protection on October 29,
2008. (Bankr. M.D. Fla. Case No. 08-16972).  The Hon. K. Rodney
May oversees the case.  Adam L. Alpert, Esq., Jeffrey W. Warren,
Esq., and Shane G. Ramsey, Esq., at Bush Ross, P.A., act as the
Debtor's bankruptcy counsel.  When it filed for bankruptcy, the
Debtor disclosed $1,000,000 to $10,000,000 in estimated assets and
$10,000,000 to $50,000,000 in estimated debts.


CHRISTY REFRACTORIES: Mounting Asbestos Lawsuits Led to Bankruptcy
-----------------------------------------------------------------
The Christy Refractories Company LLC, according to a court
filing, filed its petition in the U.S. Bankruptcy Court in St.
Louis because of mounting asbestos lawsuits, the St. Louis Post-
Dispatch reports.

However, the lawsuits do not stem from the company's current
operations.  The company said the suits are from asbestos
products sold by a business that Christy acquired in 1995.

According to a court document, although the old company was
named in asbestos-related cases starting in the 1980s, the
frequency increased about eight years ago.

On Oct. 28, 2008, Christy manager Frank O'Brien said that
settlements average about US$1 million per month and are
accelerating. He estimated that more than 1,000 separate
lawsuits are pending.

The lawsuits include people who were exposed to the asbestos
products in schools, steel mills and other commercial and
industrial spaces, said Andrew O'Brien, Esq., a principal at St.
Louis-based O'Brien Law Firm P.C., who is representing about 20
separate cases against the Company.

A trust fund for the lawsuits will be established, and then the
bankruptcy court will decide how much money should be put in the
fund, Frank O'Brien said.  He added that the trust fund will have
at least US$18 million.

As of Oct. 28, 2008, Christy had about US$18 million in remaining
insurance coverage out of an original amount of US$45 million, the
filing said.

                   About Christy Refractories

Christy Refractories Co. LLC is owned by O'Brien Industrial
Holdings LLC. O'Brien Industrial, which is run by Frank O'Brien,
and its other subsidiaries are not in bankruptcy.


COLOWYO COAL: S&P Sets 'BB-' Rating for $92.8MM Bonds
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its '3' recovery
rating to Colowyo Coal Funding Corp.'s $92.8 million bonds due
2011 and $100 million bonds due 2016.  The rating on the bonds is
'BB-' and the outlook is negative.

The '3' recovery rating on the senior secured debt indicates S&P's
expectation of meaningful (50% to 70%) recovery of principal in
the event of payment default.

                           Ratings List

Colowyo Coal Funding Corp.

Senior secured debt (2 issues)    BB-/Negative

New Rating
Recovery rating                   3


CONSTELLATION ENERGY: Posts $225.7 Million Third Quarter Net Loss
-----------------------------------------------------------------
Constellation Energy Group posted net loss of $225.7 million
in the third quarter 2008, compared with net income of
$251.4 million in the third quarter 2007, Emily Schulman at The
Wall Street Journal reports.

Constellation Energy reported adjusted earnings of $0.76 per share
for the third quarter of 2008, compared to $1.45 adjusted earnings
per share (EPS) earned in the same period last year.  Adjusted
earnings exclude the impact of special items.  On a Generally
Accepted Accounting Principles (GAAP) basis, the company reported
a net loss of $1.27 per share in the third quarter of 2008,
compared to earnings of $1.38 per share in the same period last
year.

Constellation Energy also provided an update on the series of
steps it has taken to increase liquidity.  The company anticipates
closing on approximately $1.2 billion of the previously announced
credit facility as early as next week.  The company announced that
its pending merger partner, MidAmerican Energy Holdings Company,
has committed to provide Constellation Energy up to $350 million
of additional liquidity resources, which follows the $1 billion
cash investment in Constellation Energy in conjunction with the
companies' Sept. 19, 2008, merger agreement. In addition to the
previously announced intention to divest its upstream gas assets
and international coal and freight businesses, the company said
that it also intends to sell its Houston-based downstream gas
trading operations.  The combined impact of these divestitures, if
completed, would be expected to generate an improvement in
liquidity of $1.0 billion to
$1.5 billion through the return of collateral.

"During the past several months, we have been focused on reducing
risk and the overall collateral requirements of our Merchant
segment," said Mayo A. Shattuck III, chairperson, president and
chief executive officer of Constellation Energy.  "We are taking
active steps to adjust to a new business environment marked by
declining prices, illiquid markets and scarce credit.  Since the
merger announcement, we have emphasized the need to reduce
earnings at risk and decrease our exposure to incremental
collateral posting.  We have substantially reduced our economic
exposure to directional commodity price risk by reducing position
size and overall length of our portfolio.  These activities have
affected our third quarter results, particularly late in the
quarter, and will continue to influence earnings in the fourth
quarter.  We expect to continue to actively reduce near-term cash
flow risk in our business, which may be at the expense of near-
term earnings.

"A primary goal is to position Constellation Energy to earn
reasonable risk adjusted returns on capital while reducing
earnings risk and variability.  Longer term, we are targeting a
reduction in our capital consumption consistent with our current
long-term bank facilities.  The immediate actions we've taken to
improve liquidity, combined with the anticipated divestitures,
would represent significant progress toward achieving that goal,"
said Mr. Shattuck.

                                Three Months Ended September 30,
                                --------------------------------
                                    2008                2007
                                    ----                ----
Reported            Reported
EARNINGS (LOSS) PER COMMON     GAAP   Adjusted     GAAP   Adjusted
SHARE                          EPS*     EPS        EPS*     EPS
                             -------- --------  --------  -------
Baltimore Gas and Electric   $  0.11   0.16(1)   $0.14    $0.14
Merchant Energy                (1.38)  0.59(2)    1.23     1.31(4)
Other Nonregulated                 -   0.01(3)       -        -
                             -------- --------  --------  -------
Diluted (Loss) Earnings Per
Share from Continuing
Operations                     (1.27)  0.76       1.37     1.45
Income from Discontinued
Operations Assuming Dilution       -         -    0.01        -
                             -------- --------  --------  -------
Diluted (Loss) Earnings Per
Share                        $ (1.27) $0.76      $1.38    $1.45
                             ======== ========  ========  =======
* Unaudited.

GAAP EPS was adjusted by these amounts to calculate Adjusted
EPS:

     (1) Addition of merger and strategic alternatives costs of
         $0.06 per share and subtraction of effective tax rate
         impact related to Maryland settlement agreement of $0.01
         per share.

     (2) Addition of impairments and other costs of $1.76 per
         share, addition of net write-down of SO2 and NOx
         inventory of $0.13 per share, addition of merger and
         strategic alternatives costs of $0.14 per share, and
         addition for workforce reduction costs of $0.01 per
         share.  Subtraction of mark-to-market gains on certain
         non-qualifying hedges of $0.07 per share.

     (3) Addition of merger and strategic alternatives costs of
         $0.01 per share.

     (4) Addition of losses from the company's synthetic fuel
         processing facilities of $0.09 per share. Subtraction of
         mark-to-market gains on certain non-qualifying hedges of
         $0.01 per share.

                             Nine Months Ended September 30,
                             -------------------------------
                                 2008                2007
                              ------------     ------------
Reported            Reported
EARNINGS (LOSS) PER COMMON      GAAP   Adjusted     GAAP  Adjusted
SHARE                           EPS*     EPS        EPS*     EPS
                              -------  --------  -------- -------
Baltimore Gas and Electric    $ (0.08)  $0.61(1) $ 0.57   $0.57
Merchant Energy                  0.59    2.91(2)   2.47    2.49(4)
Other Nonregulated                  -    0.01(3)   0.05    0.05
                              -------  --------  -------- -------
Diluted Earnings Per Share
from Continuing Operations       0.51    3.53      3.09    3.11
Income (Loss) from
Discontinued Operations
Assuming Dilution                  -        -     (0.01)      -
                             -------- --------   -------- -------
Diluted Earnings Per Share    $  0.51   $3.53    $ 3.08    $3.11
                             ======== ========   ======== =======
* Unaudited.

GAAP EPS was adjusted by these amounts to calculate Adjusted EPS:

     (1) Addition of earnings impact related to the Maryland
         settlement agreement of $0.69 per share and addition of
         merger and strategic alternatives costs of $0.06 per
         share.  Subtraction of effective tax rate impact related
         to Maryland settlement agreement of $0.06 per share.

     (2) Addition of impairments and other costs of $1.74 per
         share, addition of net write-down of SO2 and NOx
         inventory of $0.13 per share, addition of mark-to-market
         losses on certain non-qualifying hedges of $0.32 per
         share, addition of merger and strategic alternatives
         costs of $0.14 per share, and addition for workforce
         reduction costs of $0.01 per share.  Subtraction of
         earnings from the company's synthetic fuel processing
         facilities of $0.02 per share.

     (3) Addition of merger and strategic alternatives costs of
         $0.01 per share.

     (4) Addition of impairments and other costs of $0.06 per
         share, addition of mark-to-market losses on certain non-
         qualifying hedges of $0.03 per share, and addition for
         workforce reduction costs of $0.01 per share.
         Subtraction of earnings from the company's synthetic
         fuel processing facilities of $0.08 per share.

Baltimore Gas and Electric

BGE reported adjusted earnings of 16 cents per share in the third
quarter of 2008, up 2 cents per share over third quarter 2007
adjusted EPS.  The increase in the third quarter adjusted EPS was
primarily due to benefits from the Maryland settlement, partially
offset by higher bad debt and interest expenses.

Merchant

On an adjusted basis, the Merchant segment earned 59 cents per
share during the third quarter of 2008, down 72 cents per share
from the third quarter last year.  Generation was up 39 cents
primarily due to higher energy and capacity pricing. Global
Commodities was down $1.08 per share, driven by lower new business
results in Portfolio Management and Trading.  Customer Supply
results were down by 7 cents per share, primarily driven by
unfavorable mark-to-market results in retail gas, and lower rates
and volume at retail power, partially offset by strong performance
at wholesale power due to favorable variable load risk.  Third
quarter 2008 results were up 4 cents per share versus the same
period last year driven by other items, primarily lower operating
costs, partially offset by higher interest expense.

                Amounts Excluded from Adjusted EPS

During the third quarter of 2008, the company recognized a
$12.0 million after-tax gain related to certain non-qualifying
hedges of gas transportation rights, international freight
contracts, and gas storage contracts, which are economic hedges
that do not meet the criteria or are not designated for cash-flow
hedge accounting under FAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended, and thus are
required to be marked-to-market.  This mark-to-market gain is
essentially a timing difference that is expected to be offset as
the company realizes the related accrual contracts in cash in
future periods.

During the third quarter of 2008, the company recorded several
impairments:

                                     After-Tax Loss   Per Share
                                     --------------   ---------
                                              ($ millions)

Merchant energy segment goodwill          $(169.1)     $(0.94)
Upstream natural gas properties             (86.6)      (0.49)
Equity in Constellation Energy
Partners, LLC (CEP)                         (34.2)      (0.19)
Nuclear decommissioning trust investments   (15.3)      (0.09)
Other costs                                  (8.9)      (0.05)
                                      -------------   ---------
Total impairments and other costs         $(314.1)     $(1.76)
                                      =============   =========

Merchant Segment Goodwill

In connection with the company's annual review of goodwill for
potential impairment, which occurs in the third quarter of each
year, and in light of the continued trading of Constellation
Energy's common stock at a price less than carrying value for the
entire company, the company determined that the fair value of the
company's merchant energy segment was below carrying value.
Therefore, in accordance with SFAS No. 142 Goodwill and Other
Intangible Assets, the company recorded a $(169.1) million after-
tax charge related to the impairment of all of the company's
merchant energy segment goodwill.

Upstream Gas Properties

As a result of the decline in market prices for natural gas and
oil during the third quarter combined with the company's
expectation that the company will sell these properties rather
than hold them for their full useful lives, the company recorded
an $(86.6) million after-tax impairment charge for three of the
company's seven upstream natural gas properties.

Equity in CEP

The company recorded a $(34.2) million after-tax impairment
related to the company's equity method investment in CEP based on
a decline in the value of CEP's ownership units that the company
considered to be other-than-temporary.

Nuclear Decommissioning Trust Investments

For securities held in the company's nuclear decommissioning trust
funds, declines in fair value below book value are considered
other-than-temporary and we write-down those securities to fair
value immediately.  As a result of significant declines in the
stock market during the third quarter of 2008, the fair value of
several of the securities held in our nuclear
decommissioning trust funds declined below book value and the
company recorded a $(15.3) million after-tax impairment charge.

Other Costs

In October 2008, the company entered into an agreement to settle a
class action complaint that alleged a subsidiary's ash placement
operations at a third party site damaged surrounding properties.
As a result of this agreement, the company accrued an estimated
$(8.9) million after-tax charge for this matter (net of expected
insurance recovery).

Allowance Inventory Write-Down is net after-tax charge of  $(22.8)
million, or $(0.13) per share

On July 11, 2008, the United States Court of Appeals for the D.C.
Circuit issued an opinion vacating the Clean Air Interstate Rule
(CAIR).  Due to the ongoing uncertainty caused by this court
decision, market prices for SO2 and annual NOx allowances
declined.  Therefore, during the third quarter Constellation
Energy recorded a write-down of our SO2 and NOx emission allowance
inventory totaling $(36.7) million after-tax to reflect market
prices at September 30, 2008.  This write-down was partially
offset by a $13.9 million after-tax gain on derivative contracts
for the forward sale of emission allowances.  This gain reflected
the impact of lower market prices on the value of those derivative
contracts.

Merger and Strategic Alternatives Costs is after-tax charge of
$(37.3) million, or $(0.21) per share.

In the third quarter of 2008, the company recorded a $(37.3)
million after-tax charge relating to costs associated with the
company's pending merger, including a payment of $25 million pre-
tax to MidAmerican, and costs relating to the company's pursuit of
other strategic alternatives to the merger with MidAmerican.  The
company expects to incur additional expenses in 2008 and 2009 in
connection with its pending merger.

Workforce Reduction Costs is after-tax charge of $(1.6) million,
or $(0.01) per share.

In September 2008, the company approved a restructuring of our
merchant energy segment's retail customer supply workforce
involving the elimination of approximately 100 positions.  In
connection with this, the company recognized a charge of
$(1.6) million after-tax for severance and other benefits under
our existing benefit programs.

Effective Tax Rate Impact: Maryland Settlement is after-tax
benefit of $2.1 million, or $0.01 per share.

In April 2008, BGE accrued approximately $188 million pre-tax for
the $170 per residential electric customer credit provided for in
the settlement agreement with the State of Maryland and the
Maryland Public Service Commission.  These credits were applied to
BGE customer bills during the third quarter of 2008.  As a result
of the $188 million charge, BGE's 2008 effective tax rate will be
reduced.  Pursuant to Accounting Principles Board (APB) Opinion
No. 28, Interim Financial Reporting, and FASB Interpretation FIN
18, Accounting for Income Taxes in Interim Periods an
Interpretation of APB Opinion No. 28, we record quarterly income
tax expense based on an estimate of the full-year 2008 effective
tax rate, which will be reduced by these credits.  The company has
excluded this reduction to income tax expense from BGE's adjusted
quarterly earnings to be consistent with how we treated the $188
million non-recurring charge during the second quarter of 2008.

           Constellation Energy Group and Subsidiaries
        Consolidated Statements of Income (Loss) (Unaudited)

                         Three Months Ended    Nine Months Ended
                            September 30,        September 30,
                            2008      2007       2008       2007
                          (In Millions, Except Per Share Amounts)

Revenues
Nonregulated revenues    $4,351.0  $4,965.4  $12,187.2 $13,332.1
Regulated electric
revenues                    822.3     778.2    1,980.3   1,837.3
Regulated gas revenues      150.3     112.8      724.4     674.4
                        ------------------- --------------------
Total revenues            5,323.6   5,856.4   14,891.9  15,843.8
Expenses
Fuel and purchased energy
expenses                  4,318.0   4,549.7   11,620.5  12,451.6
Operating expenses          482.9     653.6    1,784.5   1,802.7
Impairments and other
costs                       477.1         -      477.1      20.2
Merger and strategic
alternatives costs           39.2         -       39.2         -
Workforce reduction costs     2.2         -        2.2       2.3
Depreciation, depletion,
and amortization            134.3     138.3      424.5     413.5
Accretion of asset
retirement obligations       17.2      16.0       50.8      51.9
Taxes other than income
taxes                        81.1      73.7      227.0     219.7
                        ------------------- --------------------
Total expenses            5,552.0   5,431.3   14,625.8  14,961.9
Gains on Sales of Upstream
Gas Assets                      -         -       91.5         -
                        ------------------- --------------------
(Loss) Income from
Operations                 (228.4)    425.1      357.6     881.9
Gain on Sale of Subsidiary
Equity - CEP                    -      39.2          -      52.1
Other (Expense) Income      (16.1)     29.1       41.3     116.7
Fixed Charges
Interest expense            100.0      80.3      252.3     231.7
Interest capitalized and
allowance for borrowed
funds used during
construction                (10.5)     (5.2)     (26.2)    (13.6)
BGE preference stock
dividends                     3.3       3.3        9.9       9.9
                        ------------------- --------------------
Total fixed charges          92.8      78.4      236.0     228.0
                        ------------------- --------------------
(Loss) Income from
Continuing Operations
Before Income Taxes        (337.3)    415.0      162.9     822.7
Income Tax (Benefit)
Expense                    (111.6)    164.3       71.4     258.4
                        ------------------- --------------------
(Loss) Income from
Continuing Operations      (225.7)    250.7       91.5     564.3
Income (Loss) from
discontinued operations,
net of income taxes of
$0.7 and $1.5                   -       0.7          -      (0.9)
                        ------------------- --------------------
Net (Loss) Income        $ (225.7) $  251.4  $    91.5  $  563.4
                        =================== ====================
(Loss) Earnings
Applicable to
Common Stock             $ (225.7) $  251.4  $    91.5  $  563.4
                        =================== ====================
Average Shares of
Common Stock
Outstanding - Basic         178.4     180.5      178.3     180.5
Average Shares of
Common Stock
Outstanding - Diluted       179.5     182.8      180.0     182.8
(Loss) Earnings Per
Common Share from
Continuing Operations
- Basic                   $  (1.27) $   1.39  $    0.51  $   3.13
Loss from discontinued
operations - Basic               -         -          -     (0.01)
------------------- ---------------------
(Loss) Earnings Per Common
Share - Basic             $  (1.27) $   1.39  $    0.51  $   3.12
                         =================== ====================
(Loss) Earnings Per Common
Share from Continuing
Operations - Diluted      $  (1.27) $   1.37  $    0.51  $   3.09
Earnings (Loss) from
discontinued operations -
Diluted                          -      0.01          -     (0.01)
                         ------------------ ---------------------
(Loss) Earnings Per Common
Share - Diluted           $  (1.27) $   1.38  $    0.51  $   3.08
                         ================== =====================

               Constellation Energy Group and Subsidiaries
                 Consolidated Balance Sheets (Unaudited)

                                  September 30, December 31,
                                      2008          2007
ASSETS                                   (In Millions)
Current Assets
Cash and cash equivalents           $ 1,434.0    $ 1,095.9
Accounts receivable
(net of allowance for
uncollectibles of $162.0
and $44.9, respectively)              4,041.7      4,289.5
Fuel stocks                             912.9        591.3
Materials and supplies                  227.9        207.5
Derivative assets                     1,604.7        760.6
Unamortized energy
contract assets                          67.0         32.0
Deferred income taxes                       -        300.7
Other                                   727.7        408.1
                                --------------------------
Total current assets                  9,015.9      7,685.6
                                --------------------------
Investments And Other Assets
Nuclear decommissioning trust
funds                                 1,168.6      1,330.8
Other investments                       475.4        542.2
Regulatory assets (net)                 511.9        576.2
Goodwill                                  7.5        261.3
Derivative assets                     1,006.0      1,030.2
Unamortized energy contract
assets                                  160.8        178.3
Other                                   397.8        370.6
                                --------------------------
Total investments and other
assets                                3,728.0      4,289.6
                                --------------------------
Property, Plant And Equipment
Nonregulated property, plant
and equipment                         8,875.3      8,087.0
Regulated property, plant and
equipment                             6,325.6      6,051.2
Nuclear fuel (net of amortization)      395.5        374.3
Accumulated depreciation             (4,986.6)    (4,745.4)
                                --------------------------

Net property, plant and
equipment                            10,609.8      9,767.1
                                --------------------------
Total Assets                        $23,353.7    $21,742.3
                                ==========================
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings               $ 1,249.5    $    14.0
Current portion of long-term debt       644.2        380.6
Accounts payable and accrued
liabilities                           2,650.5      2,630.1
Customer deposits and collateral        127.8        146.6
Derivative liabilities                1,115.8      1,134.3
Unamortized energy contract
liabilities                             390.6        392.2
Deferred income taxes                    42.3            -
Accrued expenses and other              697.0        956.0
                                --------------------------
Total current liabilities             6,917.7      5,653.8
                                --------------------------
Deferred Credits And Other
Liabilities Deferred
income taxes                          1,061.4      1,588.5
Asset retirement obligations            970.6        917.6
Derivative liabilities                1,171.1      1,118.9
Unamortized energy contract
liabilities                             984.7      1,218.6
Defined benefit obligations             781.2        828.6
Deferred investment tax credits          45.7         50.5
Other                                   150.5        155.9
                                --------------------------
Total deferred credits and other
liabilities                           5,165.2      5,878.6
                                --------------------------
Long-Term Debt
Long-term debt of nonregulated
businesses                            4,541.1      2,830.8
Long-term debt of BGE                 1,508.0      1,334.2
Rate stabilization
securitization bonds of BGE             590.0        623.2
6.20% deferrable interest
subordinated debentures due
Oct. 15, 2043 to BGE wholly
owned BGE Capital Trust II
relating to trust preferred
securities                              257.7        257.7
Unamortized discount and
premium                                 (50.8)        (4.8)
Current portion of long-term
debt                                   (644.2)      (380.6)
                                 --------------------------
Total long-term debt                  6,201.8      4,660.5
                                 --------------------------
Minority Interests                       20.4         19.2
BGE Preference Stock Not
Subject To Mandatory
Redemption                              190.0        190.0
Common Shareholders' Equity
Common stock                          2,586.7      2,513.3
Retained earnings                     3,720.2      3,919.5
Accumulated other comprehensive
loss                                 (1,448.3)    (1,092.6)
                                --------------------------
Total common shareholders'
equity                                4,858.6      5,340.2
                                --------------------------
Total Liabilities And Equity        $23,353.7    $21,742.3
                                ==========================

Certain prior-period amounts have been reclassified to conform
with the current period's presentation.

                    About Constellation Energy

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

As reported in the Troubled Company Reporter on Nov. 4, 2008,
Scott+Scott LLP filed a class action lawsuit against Constellation
Energy Group, Inc., and certain officers and directors of the
company in the U.S. District Court for the District of Maryland,
for violations of the Securities Exchange Act of 1934.
Scott+Scott filed the lawsuit on behalf of those purchasing the
company's common stock during the period Jan. 30, 2008, to
Sept. 16, 2008.

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


CONTINENTAL ALLOYS: Moody's Junks Probability of Default Rating
---------------------------------------------------------------
Moody's Investors Service downgraded Continental Alloys &
Services, Inc.'s ratings. Ratings downgraded include:
Continental's Corporate Family Rating to B3 from B2, Probability
of Default Rating to Caa1 from B3, and senior secured bank credit
facilities ratings to B3 from B2. The rating outlook is stable.

This rating action ends a review for possible downgrade initiated
on April 3, 2008. Moody's had placed Continental's ratings under
review for possible downgrade following weaker than expected
operating performance and concerns that the company's performance
could continue to deteriorate, creating financial covenant
compliance pressure.

The rating downgrade reflects Moody's concerns that Continental's
earnings and liquidity could face pressure over the near-term,
despite improved third quarter 2008 results. Moody's believes that
the company's earnings and margins could be negatively impacted by
both the sale of its inventory in an environment of weaker energy
sector demand and declining steel prices, pressuring the company's
covenant compliance headroom over the next twelve months. In
addition, the company's working capital needs have materially
increased recently, resulting in increased drawings on the
company's relatively small $40 million revolver.

With its focus on completion products and tools, demand for
Continental's products is highly volatile and cyclical, which can
be amplified by inventory overhangs. Moody's notes that
Continental generated improved operating results in the third
quarter of 2008, mainly as a result of increased demand for Oil
Country Tubular Goods, and that the company's October results
continued to be favorable. However, as a result of lower commodity
prices and weakness in the credit markets, numerous exploration
and production companies have recently announced reduced capital
budgets for 2009, which will likely result in reduced drilling and
completion activity over the near-term.

Rating actions are:

Downgrades:

  Issuer: Continental Alloys & Services, Inc.

   * Probability of Default Rating, Downgraded to Caa1 from B3

   * Corporate Family Rating, Downgraded to B3 from B2

   * Senior Secured Bank Credit Facility, Downgraded to a range
     of B3, LGD3, 34% from a range of B2, LGD3, 33%

Outlook Actions:

  Issuer: Continental Alloys & Services, Inc.

   * Outlook, Changed To Stable From Rating Under Review

Continental Alloys & Services, Inc. is headquartered in Spring,
Texas.


CREDIT SUISSE: Moody's Downgrades Class K Certificates to B3
------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class and
affirmed 12 classes of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2001-CK3:

   -- Class A-3, $25,220,543, affirmed at Aaa

   -- Class A-4, $582,406,000, affirmed at Aaa

   -- Class A-X, Notional, affirmed at Aaa

   -- Class B, $42,262,000, affirmed at Aaa

   -- Class C, $56,348,000, affirmed at Aaa

   -- Class D, $11,268,000, affirmed at Aaa

   -- Class E, $14,088,000, affirmed at Aaa

   -- Class F, $25,357,000, affirmed at Aa2

   -- Class G-1, $8,000,000, affirmed at A2

   -- Class G-2, $11,722,000, affirmed at A2

   -- Class H, $14,088,000, affirmed at Ba1

   -- Class J, $24,793,000, affirmed at Ba2

   -- Class K, $9,016,000, downgraded to B3 from B2

Moody's downgraded Class K due to realized and estimated losses
from specially serviced loans and increased dispersion.

As of the October 20, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 25%
to $847.1 million from $1.13 billion at securitization. The
Certificates are collateralized by 152 mortgage loans, ranging in
size from less than 1% to 5% of the pool, with the top 10 loans
representing 24% of the pool. The pool includes two loans,
representing 10% of the pool, with investment grade underlying
ratings. Thirty-six loans, representing 39% of the pool, have
defeased and are collateralized with U.S. Government securities.

Seven loans have been liquidated from the trust resulting in an
aggregate realized loss of approximately $21.2 million. There are
four loans currently in special servicing, representing 2% of the
pool. Moody's is estimating an aggregate $6.5 million loss for the
specially serviced loans. Twenty-one loans, representing 10% of
the pool, are on the master servicer's watchlist. The watchlist
includes loans which meet certain portfolio review guidelines
established as part of the Commercial Mortgage Securities
Association's monthly reporting package. As part of its ongoing
monitoring of a transaction, Moody's reviews the watchlist to
assess which loans have material issues that could impact
performance.

Moody's was provided with year-end 2007 and partial-year 2008
operating results for 99% and 54% of the pool, respectively.
Moody's loan to value ("LTV") ratio for the conduit component is
90%, essentially the same as at Moody's prior full review in
September 2007 and at securitization. Although overall pool
performance has been stable, the pool has experienced increased
LTV dispersion. Based on Moody's analysis, 22% of the conduit
component has an LTV in excess of 120% compared to 9% at last
review and 0% at securitization.

The largest loan with an underlying rating is the Atrium Mall Loan
($44.7 million - 5.3%), which is secured by a 214,800 square foot
specialty shopping center located approximately nine miles west of
downtown Boston in Chestnut Hill, Massachusetts. As of December
2007 the center was 93% leased, essentially the same as at last
review. The loan sponsor is the Simon Property Group. Moody's
current underlying rating is A1, the same as at last review.

The second loan with an underlying rating is the Almaden Plaza
Loan ($44.5 million -- 5.2%), which is secured by a 544,900 square
foot power/community center located in San Jose, California. Major
tenants include Costco Wholesale, Bed Bath & Beyond and T.J. Maxx.
The center was 98% occupied as of December 2007 compared to 100%
at last review. Moody's current underlying rating is Baa3, the
same as at last review.

The top three conduit loans represent 6.7% of the outstanding pool
balance. The largest conduit loan is the Rambus, Inc. Loan ($27.0
million - 3.2%), which is secured by a 96,600 square foot office
building located approximately 10 miles northwest of San Jose in
Los Altos, California. The property was built in 2000 and is 100%
leased to Rambus, Inc. through December 2010. The loan matures in
April 2011. Although property performance has been stable since
securitization, Moody's is concerned about rollover risk at
maturity. Moody's LTV is 112% compared to 110% at last review.

The second largest conduit loan is the Peninsula Marketplace Loan
($14.9 million -- 1.8%), which is secured by a 95,000 square foot
community shopping center located in Huntington Beach, California.
The center is anchored by Ralph's Grocery and Long's Drug Store.
The property has been 100% leased since 2004. Moody's LTV is 89%
compared to 94% at last review.

The third largest conduit loan is the Four Seasons Apartments Loan
($14.6 million - 1.7%), which is secured by a 244-unit apartment
complex located in Raleigh, North Carolina. The property was 91%
occupied as of June 2008 compared to 88% at last review. The loan
has been on the master servicer's watchlist since Moody's prior
review due to low debt service coverage. The servicer's most
recently reported debt service coverage ratio was .87x. Moody's
LTV is 132% compared to 136% at last review.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis. Moody's prior full
review is summarized in a Press Release dated September 6, 2007.


DEI HOLDINGS: Satellite Radio Sector Exit No Affect on S&P Rtngs
----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings and outlook on
Vista, Calif.-based DEI Holdings Inc. (DEI; B/Negative/--) and
subsidiary DEI Sales Inc. are currently unaffected by the
company's announcement that it will exit the satellite radio
business.  S&P assumes DEI's exit from the satellite radio
business will result in debt reduction of about $25 million during
the first quarter ending March 31, 2009.  However, S&P remains
concerned about the company's ability to comply with its maximum
consolidated total leverage ratio, given the extremely challenging
economic environment and the covenant step-down from 5.25x at
present, to 4.95x as of June 30, 2009.  Cushion under the leverage
covenant was about 16.5% as of Sept. 30, 2008.  While this
transaction should result in working capital and debt reduction,
an extremely weak fourth quarter, which is historically the
company's most important quarter, could nevertheless result in a
near-term covenant violation.  S&P will continue to monitor the
company's ability to comply with its financial covenants, and
could lower the ratings if compliance appears unlikely.  DEI
designs and markets premium home theater loudspeakers, consumer
branded vehicle security, remote start, and mobile audio products
primarily in North America.


DEXIA MEDIA WEST: Bank Loan Sells for 42% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Dexia Media West
LLC is a borrower traded in the secondary market at 57.60 cents-
on-the-dollar during the week ended November 7, 2008, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.

Those participations traded for 52.70 cents-on-the-dollar during
the week ended October 31, 2008 -- an 8.50 drop in percentage
points from the week before that.


The syndicated loan matures on Oct. 22, 2014, and Dexia pays 400
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's Ba1 rating and Standard & Poor's BB rating.

Dex Media West LLC, Dex Media West, Inc., and Dex Media, Inc.,
entered into a Credit Agreement, dated as of June 6, 2008, with
JPMorgan Chase Bank, N.A., as administrative agent for a
consortium of lenders.  The new Dex Media West credit facility
consists of a $130.0 million Term Loan A maturing in October 2013,
a $950.0 million Term Loan B maturing in October 2014 and a $90.0
million revolving credit facility maturing in October 2013.  In
the event that more than $25.0 million of Dex Media West's 9.875%
Senior Subordinated Notes due 2013 are outstanding, the Dex Media
West Revolver, Term Loan A and Term Loan B will mature on the date
that is three months prior to the final maturity of the notes.
The new Dex Media West credit facility includes a $400.0 million
Incremental Facility that may be incurred as additional revolving
loans or additional term loans, subject to obtaining commitments
for the loans.  The Incremental Facility is fully available if
used to refinance the Dex Media West 8.5% Senior Notes due 2010,
however is limited to $200.0 million if used for any other
purpose.  The proceeds from the new Dex Media West credit facility
were used to refinance the company's former credit facility and
pay related fees and expenses.

As of September 30, 2008, outstanding balances under the new Dex
Media West credit facility totaled $1.08 billion, comprised of
$130.0 million under Term Loan A and $950.0 million under Term
Loan B and no amount was outstanding under the Dex Media West
Revolver.  The weighted average interest rate of outstanding debt
under the new Dex Media West credit facility was 7.38% at
September 30, 2008. The weighted average interest rate of
outstanding debt under the former Dex Media West credit facility
was 6.51% at December 31, 2007.

As of September 30, 2008, the new Dex Media West credit facility
bears interest, at the company's option, at either:

   -- The highest of (i) the base rate determined by the
      Administrative Agent, JP Morgan Chase Bank, N.A.,
      (ii) the Federal Funds Effective Rate plus 0.50%, and
      (iii) 4.0%, in each case, plus a 2.75% (or 2.50% if the
      leverage ratio is less than 3.00 to 1.00) margin on the
      Dex Media West Revolver and Term Loan A and a 3.0% margin
      on Term Loan B; or

   -- The higher of (i) LIBOR rate and (ii) 3.0% plus a
      3.75% (or 3.50% if the leverage ratio is less than
      3.00 to 1.00) margin on the Dex Media West Revolver and
      Term Loan A and a 4.0% margin on Term Loan B.

The company may elect interest periods of 1, 2, 3, or 6 months --
or 9 or 12 months if, at the time of the borrowing, all lenders
agree to make the term available -- for LIBOR borrowings.

Based in Cary, North Carolina, Dex Media West LLC is a subsidiary
of Dex Media West, Inc., and an indirect wholly-owned subsidiary
of Dex Media, Inc.  Dex Media is a direct wholly-owned subsidiary
of R.H. Donnelley Corporation.  Together with its parent, RHD, Dex
Media is one of the nation's largest Yellow Pages and online local
commercial search companies, based on revenues.  Dex Media West is
the exclusive publisher of the "official" yellow pages and white
pages directories for Qwest Corporation, the local exchange
carrier of Qwest Communications International Inc., in Arizona,
Idaho, Montana, Oregon, Utah, Washington and Wyoming.

Dex Media West disclosed in a regulatory filing with the
Securities and Exchange Commission that from an operational
perspective, the company and its parent RHD have been experiencing
lower advertising sales from reduced consumer confidence and
reduced advertising spending in its markets, as well as increased
bad debt expense.  From a financing perspective, Dex Media West
says this unprecedented instability may make it difficult for RHD
and the company to access the credit market and obtain financing
or refinancing, as the case may be, on satisfactory terms or at
all.  In addition, as a result of the global economic instability,
RHD's and Dex Media's pension plan's investment portfolio has
incurred significant volatility and a decline in fair value since
December 31, 2007.

As of September 30, 2008, Dexia reported $5,314,462,000 in total
assets, including $486,117,000 in total current assets; and
$3,842,650,000 in total liabilities, including $701,321,000 in
total current liabilities.


DOUBLE JJ: Chapter 11 Trustee Files Plan & Disclosure Statement
---------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the Chapter 11
Trustee of Double JJ Ranch Resort delivered to the United States
Bankruptcy Court for the Western District of Michigan a Chapter 11
plan of liquidation and a disclosure statement explaining the
plan.

According to Mr. Rochelle, the plan is premised on an agreement
between the company and its secured lender BankFirst.  The
agreement and the plan show how the secured lender will fund
$600,000 to pay administrative expenses and insure there is
sufficient cash to the company's unsecured creditors owing
$9.4 million in claim receive a 5% distribution, he continued.

Secured creditor with claims of $18.9 million made a bid for most
of the company's assets during the auction conducted by the
Trustee on Oct. 30, 2008, Bloomberg says.  The secured creditor
will pay its secured claim instead of cash, the report notes.

                         About Double JJ

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


DPI OF ROCHESTER: Case Summary & 142 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: DPI of Rochester, LLC
        1650 Emerson Street
        Rochester, NY 14606

Bankruptcy Case No.: 08-22894

Type of Business: The Debtor operates a printing company.

Chapter 11 Petition Date: November 6, 2008

Court: Western District of New York (Rochester)

Debtor's Counsel: David D. MacKnight, Esq.
                  dmacknight@lacykatzen.com
                  Lacy, Katzen., et al.
                  130 East Main St.
                  Rochester, NY 14604
                  Tel: (585) 454-5650

Estimated Assets: $3,430,434

Estimated Debts: $4,653,237

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

            http://bankrupt.com/misc/nywb08-22894.pdf


ERIE COUNTY PLASTICS: Wellington Bids Up to $7 Mil. for All Assets
------------------------------------------------------------------
Wellington Products, LLC, has offered to purchase substantially
all of Erie County Plastics Corporation's assets under the terms
of an Asset Purchase Agreement, dated as of October 26, 2008, the
greater of (i) $6,000,000 or (ii) the total amount of Erie's
Lenders' secured claims, not to exceed a total of $7,000,000 that
is outstanding on the closing date.  The transaction will transfer
substantially all of the Debtor's real and personal property free
and clear of all liens, claims, encumbrances and other interests,
and is subject to higher and better offers.

The Honorable Warren W. Bentz will convene a Sale Hearing on
November 17, 2008 at 1:45 p.m. in Erie.

Objections, if any, should be served on:

  Counsel to the Debtor:

     Lawrence C. Bolla, Esq.
     Quinn Law Firm
     2222 West Grandview Boulevard
     Erie, Pennsylvania 16506

  Counsel to Wellington Products, LLC:

     William Schonberg, Esq.
     Benesch Friedlander Coplan & Aronoff LLP
     2300 BP Tower
     200 Public Square
     Cleveland, Ohio 44114

  Counsel to JP Morgan Chase Bank, N.A.:

      Scott N. Opincar, Esq.
      James Stief, Esq.
      McDonald Hopkins LLC
      600 Superior Avenue, East, Suite 2100
      Cleveland, Ohio 44114)

  Counsel to Comerica Bank:

      Robert J. Diel, Jr., Esq.
      Ralph McDowell, Esq.
      David J. Nowaczewski, Esq.
      Bodman, LLP
      6th Floor at Ford Field
      1901 St. Antoine Street
      Detroit, MI 48226

  Counsel to the Pension Benefit Guaranty Corporation:

      Frank Andersen, Esq.
      1200 K Street, N.W.
      Washington, D.C. 2005-4026

  Counsel to the Creditors' Committee:

      Kirk B. Burkley, Esq.
      2200 Gulf Tower
      Pittsburgh, PA 15219

Headquartered in Corry, Pennsylvania, Erie County Plastics Corp.
-- <http://www.erieplastics.com/>http://www.erieplastics.com/--
makes custom injection molders
of plastics packaging and components including lids, closures and
vials.  The company filed for Chapter 11 relief on Sept.29, 2008
(Bankr. W.D. Pa. Case No. 08-11860).  Lawrence C. Bolla, Esq., at
Quinn Buseck Leemhuis Toohey & Kroto Inc. represents the Debtor as
counsel.  When the company filed for protection from its
creditors, it listed assets and debts of $10 million to
$50 million, and debts of $10 million to $50 million.s


EIMSKIP HOLDINGS: S&P Puts 'B' Rating on Watch Developing
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' long-term corporate credit rating, on Vancouver-based
Eimskip Holdings Inc. (Eimskip) on CreditWatch with developing
implications.  A CreditWatch placement of developing means that
S&P could raise, lower, or affirm the ratings.

"We placed the ratings on CreditWatch to reflect both the
financial uncertainty Eimskip's ultimate parent, Hf. Eimskipafelag
Islands, faces and the announcement that the parent has started a
formal sale process to dispose of at least 51% of its stake in
Eimskip," said Standard & Poor's credit analyst Greg Pau. Hf.
Eimskipafelag Islands (EI; not rated) is a prominent Iceland-based
corporation with operations in freight transportation, storage,
and logistics.

EI faces financial uncertainty and heightened default risk because
of the crisis in Iceland's financial system, the sharp economic
downturn, and the company's high debt level.  The intended Eimskip
sale is part of the parent's effort to dispose of its assets to
reduce debt.  S&P's current rating on Eimskip reflects the
company's stand-alone credit standing with no expectation of any
financial support from the parent.  However, EI is a guarantor of
some of Eimskip's real estate lease contracts, while its Icelandic
subsidiary guarantees Eimskip's secured credit facilities.
Therefore, a default of EI is an event of default (cross default)
under the terms of the facilities.  In such an event, the lenders
could possibly waive their claim to this guarantee, that is,
choose not to enforce it, but this could be subject to the
agreement of the trustee in bankruptcy at EI.  Regardless, an
overall restructuring consideration comes into play.

Standard & Poor's expects that the sale process will take three to
six months to complete.  The rating decision at that time will
depend on a number of factors.  First, there is a change-of-
control provision within the credit facilities and a successful
sale will likely result in Eimskip having a less aggressive
capital structure in S&P's view.  S&P's rating assessment in this
scenario would take into account the acquirer's credit standing,
as well as Eimskip's business operational and financial strategy
after the acquisition, and could lead S&P to upgrade Eimskip.
Second, EI could default and then overall restructuring
discussions would begin.  S&P believes that the current security
and guarantee structure protects the lenders from consolidation,
and it is likely that the sales process would continue.  It is
also possible that the parties will agree to a sale of EI's
ownership interest without affecting Eimskip's current capital
structure; under this scenario S&P would likely affirm the ratings
on the company.  Third, EI could default and the lenders could
accelerate.  Under this scenario, the rating outcome would depend
on whether or not all interest payments were maintained.
Regardless of the ultimate outcome, under any scenario where EI
defaults, the ratings on Eimskip would be lowered to 'CCC' and
kept on CreditWatch until Standard & Poor's had some certainty
about the overall restructuring process.


ENVIRONMENTAL TECTONICS: BSD Hires David Steimle as Director
------------------------------------------------------------
Environmental Tectonics Corporation's BioMedical Systems Division
hired David Steimle as director of business development.

Mr. Steimle is responsible for expanding market awareness for the
BARA-MED(R) XD Monoplace Hyperbaric Chamber.  ETC is a
manufacturer of computerized monoplace hyperbaric chamber.

Mr. Steimle joins ETC with eighteen years in the medical industry,
twelve of them within wound care of which six are linked directly
to hyperbarics chambers.  The hiring continues the company's
pattern of investment into the BioMedical Systems Division.  Mr.
Steimle will join Ann McMaster, Don Webber, Brad Wells, Mark
Peterson, Eric Sprague, Husnu Onus and Bob Salmons in the sales
and marketing group of ETC's BioMedical Division.

Gene Davis, president of the BioMedical Division, stated, "The
industry requires the best and latest technology available which
leads them to choose ETC chambers.  Hospitals are turning to
our equipment in preparation of the upcoming changes in EMR
(Electronic Medical Recordkeeping).  We are pleased to have
someone of David's caliber with us to communicate this message to
the market at large."

                  About Environmental Tectonics

Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.

As reported in the Troubled Company Reporter on Oct. 17, 2008,
Environmental Tectonics Corporation's balance sheet at Aug. 29,
2008, showed total assets of $31,370,000 and total liabilities
of $43,473,000, resulting in a shareholders' deficit of
$12,103,000.


E*TRADE FINANCIAL: Moody's Lowers Long-Term Sr. Debt Rating to B2
-----------------------------------------------------------------
Moody's Investors Service lowered E*TRADE Financial Corporation's
long-term senior debt rating to B2 from Ba3, and also lowered the
long-term deposit rating of its lead thrift subsidiary, E*TRADE
Bank, to Ba3 from Ba2. E*TRADE Bank's short term deposit rating
and rating on other short-term senior obligations were affirmed at
Not Prime, and the thrift's Bank Financial Strength Rating (BFSR)
was downgraded to D- from D. The outlook for all long-term ratings
at E*TRADE and E*TRADE Bank, including the BFSR, remains negative.

The rating action reflects Moody's expectations that credit costs
associated with E*TRADE's $24 billion mortgage portfolio will
remain elevated through 2009 as housing prices continue to fall
and economic weakness in the US exacerbates asset quality erosion,
even among the highest quality borrower segments. E*TRADE has
posted operating and net losses for the past five quarters due to
substantial loan loss provisions at the bank. For the first nine
months of 2008, E*TRADE reported a $236.2 million net loss ($533.2
million from continuing operations) as loss provisions spiked up
350% to $1.1 billion.

E*TRADE's core on-line brokerage business has performed acceptably
well through 2008, with trading activity benefiting from elevated
market volatility and the firm adding new accounts. Nevertheless,
pretax income for the first nine months of 2008 in the Retail
Segment was down almost 23% year over year to $464 million.
Customer cash and deposits ($33 billion) have held relatively
steady since the firm suffered an outflow spike of just under $6
billion (15%) of customer cash and deposits in November 2007.
Despite stabilizing the core franchise and achieving sound
profitability (42% pretax margin), E*TRADE's Retail Segment
remains at risk to a slowdown in client engagement given the large
market-wide losses incurred by equity investors and the tendency
for retail investors to sit on the sidelines for an extended
period of time after a market rout.

Moody's noted that down-sizing and de-risking the bank, as well as
maintaining strong regulatory capitalization at the bank, have
been top priorities for E*TRADE's management team. Although
E*TRADE has indicated that it will seek to participate in the US
government's Capital Purchase Program, the rating action does not
factor in any additional capital sourced from the program.

The rating agency added that E*TRADE has made progress working
down its legacy loan book and cutting exposure to un-drawn home
equity lines, with total loans down $6 billion and un-drawn home
equity lines reduced by $7 billion year over year. Also, as a
result of the parent contributing $250 million of preferred equity
to the bank in Q3-08, E*TRADE Bank currently has a $524 million
capital buffer over the levels required to be a well-capitalized
institution per the Office of Thrift Supervision (OTS)
regulations. Annualized Q3-08 core pretax, pre-provision earnings
at the bank totaled $754 million, and will likely remain heavily
burdened covering credit costs throughout 2009.

E*TRADE's liquidity at the parent level is currently acceptable,
given $665 million of cash and no scheduled debt maturities until
June 2011 when $435 million of senior notes mature. However,
financial flexibility in the intermediate term is more constrained
given the parent's substantial $3 billion of corporate debt and
elevated double leverage. Debt excludes $450 million of notes that
will convert to common equity in November 2008. Given asset
quality challenges at the bank and the need to maintain its well-
capitalized status, E*TRADE must look predominantly to brokerage
dividends and revenue sharing from its E*TRADE Securities
introducing broker to cover annualized parent-level interest
expense of $327 million and other operating costs of around $100
million. Moody's also noted that E*TRADE has additional
flexibility on its $1.9 billion of 12-1/2% springing lien notes in
that payments until May 2010 can be deferred and capitalized,
lowering cash interest payments by $242 million.

Moody's said that although E*TRADE's overall liquidity position
remains acceptable, the spike in outflows of client cash and
deposits last year and the pervasive and persistent pressures
throughout credit markets serves to highlight the confidence
sensitivity of financial institutions and the need for sound
contingent liquidity planning. E*TRADE Bank ended the quarter with
over $16 billion of available alternate liqudity, predominantly in
the form of cash and available collateral. The bank's access to a
collateralized credit line from the Federal Home Loan Bank remains
a key alternate liquidity source available to fund mortgage loans.
Secured funding availability for agency collateral has also
remained largely stable through the recent market turbulence,
though advance rates have fallen.

Moody's will continue to assess E*TRADE's liquidity position and
customer stability over the coming months. Erosion in these areas
or a substantial worsening in asset quality trends would likely
result in a negative rating action. Conversely, evidence that
attrition and customer cash flows remain stable, credit costs
remain manageable relative to pre-provision earnings generation
and a return to sustainable profitability are necessary conditions
for a return to a stable outlook.

Moody's last rating action on E*TRADE was on November 30, 2007.

E*TRADE Financial Corporation provides Internet-based retail
brokerage and banking services through its operating subsidiaries.
E*TRADE held $142.2 billion of customer assets as of September 30,
2008, and reported an after-tax loss of $236.2 million on net
revenues of $1.4 billion for the first nine months of 2008.

Issuer: E*TRADE Bank

  Downgrades:

   * Bank Financial Strength Rating, Downgraded to D- from D

   * Issuer Rating, Downgraded to Ba3 from Ba2

   * OSO Senior Unsecured OSO Rating, Downgraded to Ba3 from Ba2

   * Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: E*TRADE Financial Corp.

  Downgrades:

   * Issuer Rating, Downgraded to B2 from Ba3

   * Multiple Seniority Shelf, Downgraded to a range of (P)Caa1
     to (P)B2 from a range of (P)B2 to (P)Ba3

   * Subordinate Conv./Exch. Bond/Debenture, Downgraded to B3
     from B1

   * Senior Unsecured Regular Bond/Debenture, Downgraded to B2
     from Ba3


FIRST AMERICAN: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: First American Receivables Company, LLC
        2809 Wehrle
        Wiliamsville, NY 14221

Bankruptcy Case No.: 08-14965

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
FA Holdings Group, LLC                             08-14966
First American Recovery Services, LLC              08-14967
First American Portfolio Company, LLC              08-14968

Chapter 11 Petition Date: November 6, 2008

Court: Western District of New York (Buffalo)

Debtor's Counsel: Lee E. Woodard, Esq.
                  bkemail@harrisbeach.com
                  Harris Beach LLP
                  99 Garnsey Road
                  Rochester, NY 14534
                  Tel: (585) 419-8800

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Midland Credit Management                        $53,743
Inc.
8875 Aero Drive, Suite 200
San Diego, CA 92123

RAB Performance Recoveries                       $9,936
LLC
10 Forest Avenue
Paramus, NJ 07652

Velocity Investments LLC                         $2,155
1800 Route 34N
Building 4, Suite 404A
Wall, NJ 07719

FEA Recoveries Inc.                              $1,321

CP Financial Services LLC                        $780

New Century Financial Services                   $737

Currahee Financial LLC                           $401

First Resolution Investment Co.                  $237

Independence Receivables Corp.                   $109

Ozark Capital                                    $55


FISHER CREEK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Fisher Creek L.C.
        1207 W. 12th Street
        Davenport, IA 52804

Bankruptcy Case No.: 08-04270

Chapter 11 Petition Date: October 31, 2008

Court: Southern District of Iowa (Davenport)

Judge: Lee M. Jackwig

Debtor's Counsel: Richard A. Davidson, Esq.
                  Lane & Waterman LLP
                  220 N. Main St., Ste 600
                  Davenport, IA 52801-1987
                  Tel: (563) 333-6624
                  Fax: (563) 324-1616
                  E-mail: rdavidson@l-wlaw.com

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

Estimated Debts: $10,000,000 to $50,000,000

The Debtor does not have unsecured creditors who are not insiders.


FORD MOTOR: Job Cuts, No Bonuses to Greet Workers in 2009
---------------------------------------------------------
Ford Motor Co. President and CEO Alan Mulally told employees in a
memo released November 7, 2008, that the automaker will reduce an
additional 10% in North American salaried personnel-related costs
by the end of January 2009.  The memo, a copy of which was
obtained by the Detroit Free Press, indicated that the plan will
be accomplished through personnel reductions, attrition and other
actions.  The reductions are in addition to personnel-related cost
actions already taken in Ford North America and those under way in
Ford of Europe, Ford Asia Pacific and Africa, and Volvo.  Ford is
also eliminating the Ford match in the SSIP program and will not
pay merit increases in North America in 2009.  Next year, Ford
will not award performance bonuses globally under AICP for this
year's performance.

Ford, on Friday, announced financial results for the third
quarter.  Ford reported a net loss of $129 million, compared with
a net loss of $380 million in the third quarter of 2007, and a
pretax loss of $2.7 billion from continuing operations.

"This clearly is a challenging and historic time for the entire
global automotive industry.  There are many smart leaders working
these issues globally and, when we can be helpful, we are
participating in those discussions," Mr. Mulally said.

According to Mr. Mulally, "what we can control directly is our
focus on delivering" the ONE Ford transformation plan:

   -- Aggressively restructuring to operate profitably at the
      current demand and changing model mix

   -- Accelerating the development of new products that
      customers want and value

   -- Financing the plan and improving the balance sheet

   -- Working together effectively as one team, leveraging
      Ford's global assets

"I am more convinced than ever that we have the right plan and one
that is broad enough and specific enough to handle today's
challenges," Mr. Mulally said in the memo.

"We will continue to assess business conditions, and we will take
fast and decisive action in modifying the implementation of our
plan to respond to the external environment as necessary."

Ford ended the third quarter with $18.9 billion in Automotive
cash, which provides the company with substantial liquidity, Mr.
Mulally said.

Sarah W. Webster, Free Prss Auto Writer, said Ford's cash reserves
dropped from $26.6 billion at the end of the second quarter,
indicating that the automaker burned through $7.7 billion in cash
in three months, or $2.6 billion a month.  Ms. Webster said the
Ford burned cash at a much faster rate than over the prior six
months, when Ford went through about $1 billion a month.  "If this
cash burn rate is sustained, Ford -- which has been regarded as
the financially strongest of the Detroit Three automakers -- only
has enough money to last seven more months, or until April 2009,"
Ms. Webster said.  Ford also has $10.7 billion in available credit
lines, which could give Ford another four months, she added.

Mr. Mulally said additional actions to cut costs and improve cash
would include a reduction in capital spending through product
development efficiencies, lower non-product costs and a reduction
of inventories globally.  Ford will also continue to explore
divestitures of non-core assets and other incremental sources of
financing to strengthen its balance sheet.

"While these actions are difficult, they are necessary to ensure
we have the resources to continue to invest in the exciting new
products that will secure our future. Our product-led
transformation is unchanged, and we will continue to invest in
smaller, fuel-efficient vehicles and create a more balanced global
product portfolio, as we announced in July. We have not canceled
any new products globally, and we are as committed as ever to
deliver best-in-class or among the best fuel economy with every
new vehicle we introduce.

"The external environment will continue to be difficult in 2009.
We clearly have a lot to do, and many of the actions we are taking
are difficult and heartbreaking. Our success will depend more than
ever on working together and maintaining a relentless focus on our
plan to create an exciting and viable Ford that delivers
profitable growth over the long term," Mr. Mulally said.

                       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-'.


FORD MOTOR: Posts $2.9-Bil. Operating Loss in 3rd Quarter
---------------------------------------------------------
Dearborn, Michigan-based Ford Motor Company [NYSE: F] said on
November 7, 2008, that it recorded a third quarter net loss of
$129 million, or 6 cents per share.  This compares with a net loss
of $380 million, or 19 cents per share, in the third quarter of
2007.  Ford's third quarter pre-tax operating loss from continuing
operations, excluding special items, was $2.7 billion, down from a
$194 million profit a year ago.

On an after-tax basis, Ford's third quarter operating loss from
continuing operations, excluding special items, was $2.98 billion,
or $1.31 per share, compared with a loss of $24 million, or 1 cent
per share, a year ago.

The per-share operating loss of $1.31 was wider than the 93-cent
average of 10 analyst estimates compiled by Bloomberg.

Bloomberg also noted that Ford used up $7.7 billion in cash,
tripling its cash consumption during the second quarter.  "Cash
burn is the No. 1 issue,'' Rebecca Lindland, an IHS Global Insight
Inc. analyst, said in a Bloomberg Television interview.  "We
associate cash burn with General Motors.  It has not always been a
problem with Ford. That is potentially a new problem."

According to The Detroit Free Press, hemorrhaging cash and with
sales dropping to 25-year lows last month, the Big 3 Detroit
automakers -- Ford, General Motors Corp, and Chrysler LLC --
announced financial results that show they each are burning
through more than $2 billion a month to maintain operations.

While the Big 3 are each in danger of succumbing to bankruptcy due
to liquidity problems, The Detroit Free Press says that, Ford,
according to most experts, is the best situated of Detroit's
automakers for long-term prosperity.  The auto maker has nearly
$30 billion in cash to survive the downturn, and additional assets
to sell if it gets in deeper trouble. CEO Alan Mulally, who came
to Ford in 2006, also has been a steady, respected leader.

                   RESTRUCTURING INITIATIVES

Ford, simultaneous to its announcement on its third quarter
results, announced new restructuring initiatives aimed at
reducing costs and maintaining liquidity "despite the continued
weakness in the global automotive market and economic
environment."  Improvement actions include an additional 10
percent reduction in North American salaried personnel-related
costs; a reduction in capital spending enabled by efficiencies in
Ford's global engineering and product development; a reduction in
manufacturing, information technology, and advertising costs due
to the company's "One Ford" global operations; and a reduction of
inventories globally.  Ford also said it would continue to explore
divestitures of non-core assets and utilize equity-for-debt swaps
and other incremental sources of financing to strengthen the
company's balance sheet.

At the same time, Ford reiterated its continued investment in the
smaller, more fuel-efficient, high-quality products that will
result in a more balanced global portfolio.  Ford confirmed that
nearly all planned product programs remain on track and on time -
aside from a few select vehicles that will be deferred until
industry volumes recover.  Ford will, however, reduce spending for
large vehicles in declining segments.

"We continue to take fast and decisive action implementing our
plan and responding to the rapidly changing business environment,"
said Ford President and CEO Alan Mulally.  "We have a strategy
that is broad and specific enough to handle the dramatic changes
in today's environment.  We will continue to assess the rapidly
changing business environment and modify implementation of our
plan accordingly."

                    THIRD QUARTER 2008 RESULTS

On an after-tax basis, Ford's third quarter operating loss from
continuing operations, excluding special items, was about
$3 billion, or $1.31 per share, compared with a loss of $24
million, or 1 cent per share, a year ago.

Ford's third quarter revenue was $32.1 billion, down from $41.1
billion a year ago.  The decline reflects lower volume, the sale
of Jaguar Land Rover, changing product mix and lower net pricing,
partly offset by favorable changes in currency exchange rates.

Special items improved pre-tax results by $2.2 billion in the
third quarter, or $1.25 per share, which is primarily due to the
retiree health care curtailment gain in excess of $2 billion
related to the approval of the retiree health care settlement
agreement with the United Auto Workers.

Automotive gross cash, including cash and cash equivalents, net
marketable securities and loaned securities, was $18.9 billion on
Sept. 30, down from $26.6 billion at the end of the second
quarter.  The decrease primarily reflects Automotive pre-tax
operating losses, changes in working capital and other timing
differences, and upfront subvention payments to Ford Credit.

Ford's Automotive cash flow during the third quarter was
significantly affected by a number of unique factors during the
quarter, including the decision to reduce truck production to
allow for an orderly sell-down of dealer inventories to make way
for new models.  Overall, Ford's global third quarter production
levels were more than 100,000 units below retail sales and nearly
500,000 units below the second quarter levels.  This had a
substantial impact on profits, and the decline in production
resulted in about a $3 billion reduction in payables during the
quarter.

"Strengthening our balance sheet has been and remains a core
element of our transformation plan," said Lewis Booth, Ford
executive vice president and chief financial officer.  "We were
fortunate to have gone to the markets at the right time two years
ago to obtain significant liquidity to implement our plan and
invest in the new products that will secure our future.  We will
continue to aggressively reduce costs and manage our cash with
absolute discipline to ensure we have the resources to fund our
plan going forward."

In addition, Ford said it will continue working with a number of
governments around the world to maximize the availability of
funding to provide further protection against the uncertain
economic environment that the entire automotive industry is
facing.

According to Ford, highlights during the third quarter include:

    * Launched the new 2009 Ford F-150 full-size pickup with best-
      in-class capability and unsurpassed fuel economy.  The F-
      Series remains the No.1-selling truck in America for 31
      years running.

    * Launched the new Ford Fiesta small car in Europe, the first
      of Ford's new global small cars.  Production began in
      Cologne, Germany, and the car is now going on sale in
      Europe.  Fiesta also is beginning to now go on sale in Asia
      and will be introduced in North America in early 2010.

    * Debuted at the Paris motor show the all-new Ford Ka, a
      stylish subcompact car that goes on sale in Europe late this
      year and is featured in the new James Bond movie "Quantum of
      Solace."

    * Launched the Ford Focus in China and the Ford Escape in key
      Asia Pacific and Africa markets.

    * Improved vehicle quality again, marking four consecutive
      years of progress.  Ford, Lincoln and Mercury vehicles
      collectively reduced things gone wrong by 7.7 percent
      compared to last year, pulling Ford into a statistical
      quality tie with Honda and Toyota atop the list of seven
      major automakers in the U.S. Global Quality Research System
      study.

    * Achieved the leading number of "Top Safety Picks" from the
      U.S. Insurance Institute for Highway Safety with the 2009
      Ford Flex and Lincoln MKS earning top honors.  This builds
      on Ford's achievement of the most U.S. government 5-star
      safety ratings in the auto industry.

    * Achieved total company cost reductions of $300 million
      despite commodity cost increases of more than $1 billion.
      During the first nine months, Automotive costs are down
      about $3 billion globally, and the company now is on track
      to reduce costs by about $4 billion for the full year.

    * Confirmed that Ford North America remains on track to
      achieve or exceed its commitment of reducing $5 billion in
      annual operating costs by the end of 2008 compared with
      2005.

    * Achieved continued strong results for Ford South America
      with a profit of $480 million.

                        AUTOMOTIVE SECTOR

For the third quarter of 2008, Ford's worldwide Automotive sector
reported a pre-tax loss of $2.9 billion, compared with a pre-tax
loss of $362 million during the same period a year ago.

The deterioration was due to lower volume and unfavorable mix,
particularly for North America and Volvo, unfavorable net interest
expense and related fair-market value adjustments, and lower net
pricing, partly offset by favorable cost changes.

Worldwide Automotive revenue in the third quarter was $27.8
billion, down from $36.3 billion a year ago.  The decline
reflected lower volume, the sale of Jaguar Land Rover, unfavorable
product mix and lower net pricing, partly offset by favorable
changes in currency exchange rates.

Total vehicle wholesales in the third quarter were 1,174,000,
compared with 1,487,000 units a year ago.

North America: For the third quarter, Ford North America reported
a pre-tax loss of $2.6 billion, compared with a loss of $1 billion
a year ago.  The decline reflected unfavorable volume and mix, and
unfavorable net pricing, partly offset by cost changes.
Unfavorable volume and mix primarily reflected a decline in the
U.S. industry volumes, changing product mix, lower dealer stocks
and lower market share.  Third quarter revenue was $10.8 billion,
down from $16.7 billion a year ago.

South America: For the third quarter, Ford South America reported
a pre-tax profit of $480 million, compared with $386 million a
year ago.  The increase reflected higher net pricing, favorable
volume and mix, and favorable changes in currency exchange rates,
partly offset by higher net product costs.  Third quarter revenue
was $2.7 billion, up from $2.1 billion a year ago.

Europe: For the third quarter, Ford Europe reported a pre-tax
profit of $69 million, compared with      $293 million a year ago.
The decline was primarily due to unfavorable cost changes
(unfavorable mark-to-market adjustments for commodity hedges) and
currency exchange, partly offset by net pricing.  Third quarter
revenue was $9.7 billion, up from $8.3 billion a year ago.

Volvo: For the third quarter, Volvo reported a pre-tax loss of
$458 million, compared with a loss of     $167 million a year ago.
The decline was due to unfavorable volume and mix.  Third quarter
revenue was $2.9 billion, down from $3.8 billion a year ago.  As
part of its restructuring, Volvo plans a total reduction of 6,000
employees worldwide, including 1,200 agency employees.

Asia Pacific and Africa: For the third quarter, Ford Asia Pacific
and Africa's pre-tax profit of $4 million compares with $30
million a year ago.  The decline was due to unfavorable volume and
mix, partly offset by favorable net pricing.  Third quarter
revenue was $1.7 billion, down from $1.8 billion a year ago.

Mazda: Ford lost $1 million from its investment in Mazda and
associated operations in the third quarter, compared with a profit
of $14 million a year ago.

Other Automotive: Other Automotive, which consists primarily of
interest and financing-related costs, reported a third quarter
pre-tax loss of $411 million.  This included net interest expense
of $440 million.

                     FINANCIAL SERVICES SECTOR

For the third quarter, the Financial Services sector reported a
pre-tax profit of $159 million, compared with $556 million a year
ago.

Ford Motor Credit Company: Ford Credit reported a pre-tax profit
of $161 million in the third quarter, compared with $546 million a
year ago.  The decline primarily reflected the non-recurrence of
net gains related to market valuation adjustments from
derivatives, a higher provision for credit losses, and lower
volume, partly offset by a higher financing margin.

                              OUTLOOK

Ford said it is more focused than ever on implementing its
transformation plan to respond to the significant challenges
presented by the continued global economic downturn.  Ford's plan
includes:

    * Aggressively restructuring to operate profitably at the
      current demand and changing model mix

    * Accelerating the development of new products that customers
      want and value

    * Financing the plan and improving the balance sheet

    * Working together effectively as one team, leveraging Ford's
      global assets

"These are challenging and historic times for the global
automotive industry, but I am more convinced than ever that Ford
has the right plan to see us through," Mulally said.  "Ford
remains well positioned to take advantage of our global scale and
global product strengths worldwide, and we will continue to take
the decisive steps necessary to operate through the current
downturn and be in a position to begin to grow profitably again as
the global economy rebounds."

Ford said its plan to deliver more of the safe, affordable, high-
quality, fuel-efficient vehicles that consumers want and value
remains solidly in place.  The plan includes:

    * Delivering best-in-class or among the best fuel economy with
      every new vehicle introduced globally.

    * Introducing industry-leading, fuel-saving EcoBoost engines
      and doubling the number and volume of hybrid vehicles.

    * Leveraging Ford's product strengths to deliver more global
      vehicles in the B, C, C/D and commercial van segments.  By
      2010, nearly 40 percent of Ford's product entries in these
      segments will be shared between Ford North America and Ford
      Europe, and 100 percent alignment will be achieved by 2013.

    * Upgrading the Ford, Lincoln, Mercury lineup in North America
      almost completely by the end of 2010.

    * Bringing six European small vehicles to North America from
      global B-car and C-car platforms.

    * Retooling three North American truck plants to produce
      small, fuel efficient vehicles.

    * Building on vehicle quality that is now on par with Honda
      and Toyota - and that consistently is being recognized by
      important third-parties like J.D. Power and Associates'
      Initial Quality Study - driven by Ford's disciplined and
      standardized processes for every product.

    * Building on vehicle safety leadership - with the most U.S.
      government 5-star safety ratings of any auto company and
      recently moving past Honda for the industry's most IIHS "Top
      Safety Picks" - plus new smart safety features, such as the
      industry-first MyKey technology that limits top speed and
      audio volume for teens and the first forward crash-avoidance
      system for mainstream vehicles.

    * Supporting Ford's global products with a lean, flexible
      global manufacturing system.

To support new product investments and offset continued industry
weakness, Ford is implementing actions to improve Automotive cash
by a total of $14 billion to $17 billion through 2010.

The actions include:

    * Reducing North American salaried personnel-related costs by
an additional 10 percent by the end of January 2009, through
personnel reductions, attrition and other actions.  The reductions
are in addition to personnel-related cost actions already taken in
Ford North America and under way in Ford of Europe, Ford Asia
Pacific and Africa, and Volvo.

    * Further reduction of U.S. hourly employees by approximately
2,600 as a result of the most recent round of targeted buyouts -
bringing Ford's total U.S. hourly reductions through buyouts in
2008 to approximately 7,000.

    * Eliminating merit pay increases for North America salaried
employees in 2009.

    * Eliminating performance bonuses for global salaried
employees, including the Annual Incentive Compensation Plan for
the 2008 performance year.

    * Suspending matching funds for U.S. salaried employees
participating in Ford's Savings and Stock Investment Plan,
effective Jan. 1, 2009.

    * Reducing annual capital spending to between $5 billion and
$5.5 billion - enabled by efficiencies in Ford's global product
development system and reduced spending in declining product
segments.

    * Reducing engineering, manufacturing, IT and advertising
costs through greater global efficiencies.

    * Reducing inventories globally and achieving other working
capital improvements.

    * Return of capital from Ford Credit to Ford Motor Company
consistent with Ford Credit's plan for a smaller balance sheet and
a focus on core Ford brands.

    * Continuing to develop incremental sources of Automotive
funding, including divesting of non-core operations and assets,
and implementing equity-for-debt swaps.

Ford's actions are based on the expectation that the global auto
industry downturn will be deeper, broader and longer than was
previously assumed.  Industry volumes next year are expected to
decline compared with 2008 levels.  Ford said it will continue to
adjust its production in line with the lower demand.

                       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-'.


FORD MOTOR: Credit Unit Earns $95-mil. In 3rd Quarter
-----------------------------------------------------
Ford Motor Credit Company reported net income of $95 million in
the third quarter of 2008, down $239 million from earnings of $334
million a year earlier.  On a pre-tax basis, Ford Motor Credit
earned $161 million, compared with $546 million in the previous
year.

The decrease in pre-tax earnings primarily reflected the non-
recurrence of net gains related to market valuation adjustments to
derivatives, a higher provision for credit losses, and lower
volume.  These were offset partially by higher financing margin.

In the third quarter of 2008, pre-tax earnings would have been
$185 million excluding net losses of $24 million related to market
valuation adjustments to derivatives.  In the third quarter of
2007, pre-tax earnings would have been $341 million excluding net
gains of $205 million related to market valuation adjustments to
derivatives.

"We were able to earn a pre-tax operating profit in the third
quarter despite increased pressure from the market," said Mike
Bannister, Ford Motor Credit chairman and CEO.  "We expect the
marketplace to remain extraordinarily challenging.  To weather
these conditions, we will continue to focus on our dealers and
customers through the factors we control - our strong credit
practices, solid risk management, and exceptional account
servicing."

On September 30, 2008, Ford Motor Credit's on-balance sheet net
receivables totaled $127 billion, compared with $141 billion at
year-end 2007.  Managed receivables were $130 billion on September
30, 2008, down from $147 billion on December 31, 2007.  The lower
receivables were more than explained by lower North America
receivables, the impact of divestitures and alternative business
arrangements, changes in currency exchange rates, and the second
quarter 2008 impairment charge for North America operating leases.

On September 30, 2008, managed leverage was 9.6 to 1.

                       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-'.


FRANKLIN BANK: Closed by State of Texas & FDIC Named Receiver
-------------------------------------------------------------
Franklin Bank, S.S.B., Houston, Texas, was closed Friday by the
Texas Department of Savings and Mortgage Lending, and the Federal
Deposit Insurance Corporation (FDIC) was named receiver. To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Prosperity Bank, El Campo, Texas, to
assume all of the deposits, including those that exceeded the
insurance limit, of Franklin Bank.

Franklin Bank's 46 offices will reopen as branches of Prosperity
Bank under their normal hours, including those with Saturday
hours. Depositors of the failed bank automatically become
depositors of Prosperity Bank. Customers of both banks should
continue to use their existing branches until Prosperity Bank can
fully integrate the deposit records of Franklin Bank. Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.

As of September 30, 2008, Franklin Bank had total assets of $5.1
billion and total deposits of $3.7 billion. Prosperity Bank agreed
to assume all the deposits, including the brokered deposits, for a
premium of 1.7 percent. In addition to assuming all of the failed
bank's deposits, Prosperity Bank will purchase approximately $850
million of assets. The FDIC will retain the remaining assets for
later disposition.

Customers who have questions about this transaction can call the
FDIC toll free at 1-800-591-2845.  Interested parties can also
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/franklinbank.html

It is important to note that neither the FDIC as receiver nor
Prosperity Bank as the acquiring institution will e-mail customers
of Franklin Bank asking them to validate their deposits or to
request personal, confidential information, such as account
numbers, Social Security Number, driver's license number, etc. If
customers receive e-mails asking for such personal information,
they should consider them to be fraudulent in nature and should
not respond.

The FDIC estimates that the cost of today's transaction to its
Deposit Insurance Fund will be between $1.4 billion and $1.6
billion. Prosperity Bank's acquisition of all deposits was the
"least costly" resolution for the FDIC's Deposit Insurance Fund
compared to alternatives. Franklin Bank is the eighteenth bank to
fail in the nation this year, and the first in Texas since Bank of
Sierra Blanca, Sierra Blanca, Texas, on January 18, 2002.

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system. The
FDIC insures deposits at the nation's 8,451 banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, monitoring and addressing risks to
which they are exposed. The FDIC receives no federal tax dollars;
insured financial institutions fund its operations.


FRONTIER AIRLINES: Can Enter Pilot Extension Agreement with FAPA
----------------------------------------------------------------
Frontier Airlines Inc. and its debtor-affiliates obtained
authority, on an interim basis, from the U.S. Bankruptcy Court for
the Southern District of New York granted, to enter into, and
perform under, Pilot Extension Agreement with Frontier Airlines
Pilot Association.

To recall, in June 2008, members of the FAPA ratified certain
tentative agreements, under which they agreed to take temporary
wage and benefit concessions to help Frontier as it attempted to,
among other things, secure debtor-in-possession financing.  The
interim concessions granted to Frontier by the pilots under
the Pilot Interim Agreement was set to expire last Sept. 30, 2008.

Pending a final agreement, the Debtors and FAPA has agreed to
enter into the Extension Agreement, which, among other things,
extends the wage concessions agreed to under the Pilot Interim
Agreement through Dec. 1, 2008.

The Court entitled FAPA to an allowed general non-priority
unsecured claim in Frontier's cases, for $7,100,000, which will
not be subject to reconsideration under Section 502 of the
Bankruptcy Code, so long as the Pilot Extension Agreement remains
in effect.  FAPA will not assert any other claim or cause of
action on account of the Pilot Interim Agreement or the Pilot
Extension Agreement.

Frontier's entry into the Pilot Extension Agreement will not
alter the order or priority of any claim under the Bankruptcy
Code, or convert any prepetition or unsecured claim into a
priority claim, secured claim.

Neither the Pilot Interim Agreement or the Pilot Extension
Agreement constitutes an assumption by the Debtors of any
prepetition agreements with respect to the Pilots, including
their collective bargaining agreement, or any other prepetition
agreements or a postpetition reaffirmation of the Pilot CBA,
Judge Drain clarified.

Prior to the Court's approval of the Debtors' request, Damian S.
Schaible, Esq., at Davis Polk & Wardwell, in New York, filed a
declaration of no objection with respect to the Motion.

                 About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.:
08-11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FRONTIER AIRLINES: Judge Drain Extends Lease Decision Period
------------------------------------------------------------
Frontier Airlines Inc. and its debtor-affiliates obtained
authority ask the U.S. Bankruptcy Court for the Southern District
of New York to:

   (a) authorize the assumption of certain unexpired leases of
       nonresidential real property;

   (b) authorize the rejection of certain leases; and

   (c) extend the time period during which the Debtors may
       assume or reject some Leases with the written consent
       of the lessor.

To recall, the Debtors obtained the maximum extension of an
additional 90 days through and until Nov. 6, 2008, to determine
whether to assume or reject the Leases.

Pursuant to Section 365(d)(4)(B)(ii) of the Bankruptcy Code, the
Lease Decision Period may only be further extended with respect
to an Unexpired Lease with the consent of the lessor.  Absent the
Extension, any Unexpired Lease not assumed, or deemed assumed, as
of the Extended Assumption Deadline will be deemed rejected,
Timothy E. Graulich, Esq., at Davis Polk & Wardwell, in New York,
relates.

Prior to the expiration of the consensual deadlines, the Debtors
expect to file one or more motions to approve the assumption or
rejection of the Leases, or to seek further extension of certain
of the Consensual Deadlines.

In addition, the Debtors reserve the right to redesignate any
Rejected or Assumed Leases for which the Debtors and the lessors
subsequently agree on a Consensual Deadline.

                 Assumed and Rejected Leases

Mr. Graulich says that the Leases to be assumed are necessary to
the Debtors' business and are essential to their future
operations and restructuring efforts.

As certain of the Assumed Leases may have realizable value for
the Debtors in the market, the Debtors reserve the right to
preserve and maximize their potential market value, by selling
and assigning the Assumed Leases at a future date, pursuant to
Sections 363 and 365(f) of the Bankruptcy Code.

A full-text copy of the Assumed Leases is available for free at:

               http://ResearchArchives.com/t/s?34b9

Similarly, the Debtors have determined that the Rejected Leases
are not, or will not be, necessary to their ongoing business
operations or restructuring efforts.  Hence, the Debtors have
surrendered, or intend to surrender possession of the premises
leased by the rejection effective date.

If determined to be appropriate, the Debtors may redesignate any
of the Rejected Leases for assumption by filing with the Court
and serving on the lessor a Redesignation Notice, which will deem
the Lease not rejected, but instead assumed as of the Extended
Assumption Deadline, pursuant to Section 365 of the Bankruptcy
Code.

A list of the Rejected Leases is available for free at:

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

                       Landlords Object

The Port Authority of New York and New Jersey was a party to (i)
AGA-461 Gate Use Agreement, (ii) AGA-462 Space Permit, (iii) AGA-
477 Aircraft Parking Permit, and (iv) AGA-706 Flight Fee
Agreement with the Debtors, and operates John Kennedy
International Airport, LaGuardia Airport, Stewart International
Airport, Newark Liberty International Airport and Teterboro
Airport in the New York-Jersey area.

The Port Authority contends that the Debtors must:

   -- continue to timely pay the fees incurred under its
      agreements;

   -- execute AGA-462 -- as supplemented to provide Frontier
      with the exclusive use of certain space -- which the
      Debtors intend to assume, and pay the Port Authority the
      cure amount determined after further discussions; and

   -- omit AGA-461 and AGA-477 from the list of the Debtors'
      Assumed Leases, since neither Agreement is an unexpired
      lease of non-residential property.

According to Salt Lake City Corporation, the Debtors' proposed
cure amounts of $95,246 and a fixed rent for $21,9995, with
respect to their assumption of the Salt Lake City International
Airport, will not cure the amounts due the City.  Salt Lake
contends that the Debtors owe it a prepetition amount of
$106,242, pursuant to an Amended and Restated Airport Use
Agreement, as of July 1, 2006.

The Greater Orlando Aviation Authority, in charge of operating
the Orlando International Airport, maintains that the Debtors'
proposed cure amount of $3,415 with respect to their Space and
Use Agreement with the Airport, is "incorrectly calculated," as
the Debtors have failed to pay their prepetition charges
amounting to $301,865.  Moreover, the Debtors have failed to
provide the Authority with assurance of future performance under
the Lease.

According to the City of Phoenix, the Debtors must cure the
default of $112,171, on account of monthly fixed due rent
pursuant to a Letter of Authorization, as amended, which the
parties entered into with respect to the Phoenix City Harbor
International Airport.

Similarly, the City of Philadelphia believes that contrary to the
Debtors' proposed cure amount of $83,132 with respect to the
Philadelphia International Airport, PHL is owed the prepetition
amount of $106,694, and $37,261 for postpetition obligations.

The County of Orange, a political subdivision of the state of
California, says that the Certified Passenger Airline Lease dated
Jan. 1, 2006, through which Orange County allowed Frontier to
operate at John Wayne Airport, asserts a cure amount $122,872,
for unpaid pre- and postpetition obligations by the Debtors.

In separate filings, these parties reserve their rights to
present and future claims against the Debtors' with respect to
their Leases, including, among other things, rent, landing and
bond fees, and common area maintenance:

   * Metro Nashville Airport Authority;

   * City of St. Louis, Lambert-St. Louis International Airport;
     and

   * The City of Altanta, Department of Aviation, the owner and
     operator of Atlanta International Airport.

                         *     *     *

Judge Robert. D. Drain approved the Debtors' request.

With respect to each Lease as to which an Objection is filed, and
is not otherwise resolved by the parties after a reasonable
period of time, the Debtors, in consultation with the Court, will
schedule a hearing on the Objection, and notify the lessor least
14 calendar days prior to the Hearing, Judge Drain ruled.

                 About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.:
08-11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FRONTIER AIRLINES: Teamsters Wants Maintenance Outsourcing Stayed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted the request of Frontier Airlines Inc. and its debtor-
affiliates for wage concessions from the International Brotherhood
of Teamsters with respect to their collective bargaining agreement
with the Union, adopting the airline's proposed heavy maintenance
plan.

To recall, the Teamsters maintained that the Debtors' proposed
rejection of three of their collective bargaining agreements with
the Union eliminates their Union-represented workers' jobs and
pensions, and cuts their wages.

In addition, the Teamsters argued that the Debtors' proposal to
modify their CBAs violates Section 1113 of the Bankruptcy Code,
because it fails to, among other things:

   (i) disclose "the most complete and reliable" information on
       their business plan on the basis of fuel price data;

  (ii) consider actual in-house or contractor work performed in
       estimating its savings; and

(iii) tackle the Seniority Clause, which governs the elimination
       of employees based on seniority and wage scales.

The Court, however, approved Frontier's plan to furlough its
heavy maintenance workers during periods in which Frontier does
not require heavy maintenance work, and recall these workers
during periods Frontier has work available, Frontier said in a
statement posted on its Web site.

Judge Robert D. Drain made clear in his decision that Frontier
may outsource its aircraft maintenance only as a last resort -
after it has exhausted all other options to perform the heavy
check work at its repair station in Denver, Colorado, says
Marketwatch.com.

Frontier has been eyeing to permanently outsource all of its
maintenance work to Aeroman, a company based in El Salvador,
which, according Teamsters Local Union No. 961, will displace its
represented mechanics in the airline.

According to Frontier president and chief executive officer Sean
Menke, the concessions "will help [Frontier] achieve a
competitive cost structure," while the heavy maintenance plan
"allows us to address our reduced heavy maintenance requirements
resulting from reductions in our aircraft fleet."

"We filed our motion after we were unsuccessful in reaching an
agreement with the IBT that would allow us to reduce our
operating costs and address our reduced need for heavy
maintenance," Frontier Executive Vice President and Chief
Operating Officer Chris Collins, stated.

"Our inability to reach agreement on outsourcing heavy
maintenance, given our reductions in fleet size, would have put
Frontier at a competitive disadvantage and required heavier
operational outlays than we feel are appropriate in this
competitive market and in these difficult economic times," Mr.
Collins added.

"We get the cost savings we need to remain competitive and move
forward in the bankruptcy process, and it also saves between 120
and 130 jobs," Frontier spokesperson Steve Snyder told The Denver
Post.

For now, Frontier will continue to do heavy maintenance work with
its own mechanics, furloughing and recalling the mechanics as
needed, according to the company's statement.

                Teamsters React to Court Approval;
                 Want Order Stayed Pending Appeal

In a letter addressed to Union members dated November 5, 2008,
Teamsters Local 961 President Matthew Fazakas, and Teamsters
Airline Division Director David Bourne pointed out that "the
bankruptcy laws are skewed in favor of [the] Debtors and against
working people."

The Teamsters officials, however, commended Judge Drain for
trying to get Frontier to negotiate in good faith,
Marketwatch.com said.

However, the Union expressed its adamant opposition to all
aircraft maintenance outsourcing because it "is unsafe,
jeopardizes the flying public, costs more than in-house
maintenance . . . [and] further destabilizes the industry,"
Messrs. Fazakas and Bourne noted.

"The economic concessions must be modeled after the Teamster
concession proposals, and there must be a fair and transparent
process to ensure the company works in good faith in its hiring
practices so that it uses its outsourcing only as an absolute
last resort," they maintained.

"Why on earth does Congress allow laws to encourage the foreign
outsourcing of good, skilled, middle-class and critically
important jobs to foreign countries?" the Teamsters officials
probed, noting that Frontier's "use of the bankruptcy laws to
export their Union-represented workers' jobs and cut their wages
is nothing short of a national scandal."

A full-text copy of the Teamsters Officials' Letter is available
at no charge at http://ResearchArchives.com/t/s?34b8

Subsequently, the Teamsters Airline Division asked the Court to
impose a stay, pursuant to Rule 80005 of the Federal Rules of
Bankruptcy Procedure, pending the Union's appeal of the Court's
Order rejecting the Union's CBA with Frontier to the extent it
applies to the subcontracting provisions.

Marianne Goldstein Robbins, Esq., at Previant, Goldberg, Uelmen,
Gratz, Miller & Bruegmann, S.C., in Milwaukee, Wisconsin,
contends that Frontier has failed to meet the procedural or
substantive requirements for Section 1113 of the Bankruptcy Code
"by failing to provide the Union with relevant information as is
necessary to evaluate the proposal . . . and by proposing changes
beyond those necessary for reorganization."

Particularly, Mr. Robbins says, the company did not provide the
Teamsters with:

   * calculations concerning the amount needed in overall annual
     improvements, overall annual cost savings or overall labor
     savings;

   * a fiscal year 2009 budget it used in making its projections;
     and

   * a dynamic model of the plan which would allow the Union to
     test assumptions.

Moreover, Frontier's proposal to subcontract all C-Check work to
Aeroman will result in the loss of 129 positions, and 115 current
employees of Frontier will lose their jobs, which will cause
irreparable harm to the Union and its members, Ms. Robbins
argues.

According to Ms. Robbins, the Teamsters' request to impose the
Stay pending appeal will not cause significant additional delay
to the Debtors.

"Granting the Stay will prevent Frontier from incurring
duplicative obligations to Aeroman and its C-Check employees, if
the Union's appeal is successful, which, in turn, will prevent
duplicative claims against Frontier for the benefit of all
creditors," Ms. Robbins tells the Court.

          Wilder Files Declaration of Support to IBT

Prior to the Court's approval of the Debtors' request, William
Wilder, special Airline Division counsel for the Teamsters
relates that Frontier's new proposal "decreased compensation . .
. and gave the company unreviewable discretion to permanently
outsource C-check work, [which] contingencies would almost
certainly lead to subcontracting of all C-check work without any
recourse for employees."

According to Mr. Wilder, the company also proposed additional
wage reductions, where, instead of its proposed 10% wage
reduction through 2011, run through 2013, with the percentages
ranging from 21% in 2010 to 12% in 2013.

Mr. Wilder said that the Teamsters' counterproposal provided a
format for furloughs which combined voluntary furloughs with
furloughs by absolute seniority, "thereby avoiding bumping."

"[The Teamsters] further proposed that the Union and company
cooperate in confirming the return of employees from furlough in
advance of any C-check event," Mr. Wilder asserted.

The Union also proposed a number of incentives which the company,
at its option could implement to incentivize return, including
these "no-cost options:"

   * allowing employees to transfer to other openings in the
     company for which they are qualified at the wage rate
     provided to those positions, and

   * allowing employees to utilize accrued vacation during
     furlough periods to be paid only upon return.

The Union confirmed its intent that its economic concessions
including wage reduction and suspension of their 401(k) Pension
match, and uniform allowance would equal an effective 10% wage
reduction, Mr. Wilder said.

                 About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.:
08-11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FONTAINEBLEAU LAS VEGAS: Moody's Junks CFR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded Fontainebleau Las Vegas
Holdings, LLC's (FLVH) Corporate Family rating and Probability of
Default rating to Caa1 from B2. FLVH's second mortgage notes were
lowered to Caa3 from Caa1. At the same time, Fontainebleau Las
Vegas, LLC's and co-issuer Fontainebleau Las Vegas II, LLC's first
lien bank facilities were lowered to B3 from B1. The rating
outlook is negative.

The two-notch downgrade considers that while FLVH has sufficient
liquidity to complete the project, the likelihood of continued
weak gaming demand trends in Las Vegas increase the risk that the
company will not be able to meet its debt service burden once the
project opens in late 2009. The downgrade also considers weak
demand for condo-hotel units, particularly in the Las Vegas market
where the real estate market is under significant stress. Condo
sales proceeds received during the construction period are applied
toward the reduction of debt. Any shortfall in condo-sale proceeds
relative to original expectations will have a direct negative
impact on FLVH's leverage.

The negative rating outlook recognizes the challenges faced by a
subsidiary of FLVH's parent (Fontainebleau Resorts, LLC) to
resolve a potential funding shortfall for the retail component of
the project. A Lehman Brothers affiliate, currently in bankruptcy,
is a large lender under the retail credit facilities. A failure to
fund the retail loan could ultimately result in a default under
FLVH's credit facilities.

Fontainebleau Las Vegas Holdings, LLC ratings lowered:

   -- Corporate Family rating to Caa1 from B2

   -- Probability of Default rating to Caa1 from B2

   -- Second mortgage notes to Caa3 (LGD 5, 89%) from Caa1
      (LGD 5, 89%)

Fontainebleau Las Vegas LLC and co-issuer Fontainebleau Las Vegas
II, LLC ratings lowered:

   -- Senior secured and guaranteed revolving credit facility to
      B3 (LGD 3, 36%) from B1 (LGD 3, 36%)

   -- Senior secured and guaranteed delayed draw term loan to B3
      (LGD 3, 36%) from B1 (LGD 3, 36%)

   -- Senior secured and guaranteed term loan to B3 (LGD 3, 36%)
      from B1 (LGD 3, 36%)

Fontainebleau Las Vegas Holdings, LLC and its direct wholly owned
subsidiary, Fontainebleau Las Vegas, LLC is constructing a luxury
resort, Fontainebleau Las Vegas, on the northern end of the Las
Vegas Strip. The ultimate parent of Fontainebleau Las Vegas
Holdings, LLC is Fontainebleau Resorts, LLC, which is owned by
entities controlled by Jeffery Soffer, management and third party
investors.


FOXCO ACQUISITION: Moody's Cuts $200MM Sr. Notes Rating to Caa2
---------------------------------------------------------------
Moody's Investors Service downgraded FoxCo Acquisition Sub
L.L.C.'s Corporate Family Rating and Probability-of-Default Rating
to B3 from B2. In addition, Moody's downgraded FoxCo's Senior
Unsecured Notes to Caa2 from Caa1 and confirmed the B1 rating of
its senior secured credit facility. The rating outlook is
negative. This concludes Moody's review of FoxCo's ratings for
possible downgrade, which was initiated on October 16, 2008.

The rating downgrades and negative outlook reflect Moody's
heightened concerns that the company will face substantial revenue
and cash flow deterioration in 2009 due to the high probability of
further weakening in the U.S. economy and its impact on
advertising revenue. The depth and severity of the expected
decline exceeds the cyclicality built into the former B2 CFR and
Moody's expects that the revenue decline will likely pressure
FoxCo's ability to maintain average leverage below the former
8.25x hurdle level. Additionally, while the company benefits from
the absence of financial maintenance covenants until June 2009,
Moody's believes that prospective covenant compliance is uncertain
as the cushion will narrow considerably by the end of 2009.

Moody's notes that, despite the CFR and PDR downgrades, the rating
for the senior secured credit facility remains at B1 due to the
cushion provided by the company's subordinated debt and non-
prioritized trade claims, which constitute a meaningful component
of the company's consolidated liabilities in its LGD waterfall.
However, it is also noteworthy that a relatively modest
incremental change in either senior (up) or junior (down) claims
would likely yield downward rating pressure for the secured debt
class, as well.

Moody's has taken these rating actions:

   FoxCo Acquisition Sub L.L.C.

   * Corporate family rating -- downgraded to B3 from B2

   * Probability-of-default rating -- downgraded to B3 from B2

   * $50 million Senior Secured Revolving Credit Facility --
     confirmed B1 (LGD 3, 32%)

   * $515 million Senior Secured Term Loan B Facility --
     confirmed B1 (LGD 3, 32%)

   * $200 million Senior Unsecured Notes -- downgraded to Caa2
     from Caa1 (LGD 5, 86%)

   * Outlook -- Revised to Negative from Under Review for
     possible downgrade

FoxCo's ratings reflect Moody's expectation that continued
softness in the advertising environment will result in an increase
in average debt-to-EBITDA leverage to more than 10x. Ratings also
reflect the company's heavy proportion of relatively more volatile
national advertising revenue, lack of network affiliation
diversity, modest scale and FoxCo's weak revenue ranks in several
markets.

FoxCo's ratings are supported, however, by its presence in the
larger markets (DMAs 17-46) with a concentration of stations in
the top 35 DMAs and expectations for strong political revenue in
the fourth quarter of 2008 due to the company's presence in
several political swing states. Moody's believes FoxCo stands to
benefit from cost efficiencies resulting from its management
services agreement with Tribune Company, the experience of Local
TV's (an affiliate) management team which oversees FoxCo's
operations and the management team's focus on increasing local
advertising revenue. Moody's also notes the significant equity
contribution from the sponsor in the original transaction as
lending support to ratings.

FoxCo Acquisition Sub L.L.C., headquartered in Ft. Worth, Texas,
owns and operates 8 television stations in 8 markets. The
company's 2007 revenue were approximately $309 million.


GARNETT LAND: Case Summary and 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Garnett Land and Development Company, LLC
        418 Wicklow Lane
        Augusta, GA 30909

Bankruptcy Case No.: 08-12432

Chapter 11 Petition Date: November 3, 2008

Court: Southern District of Georgia (Augusta)

Debtor's Counsel: Todd Boudreaux, Esq.
                  Shepard Plunkett Hamilton Boudreaux
                  7013 Evans Town Center Blvd., Suite 303
                  Evans, GA 30809
                  Tel: (706) 869-1334
                  Fax: (706) 868-6788
                  E-mail: tboudreaux@shepardplunkett.com

Total Assets: $5,472,000

Total Debts: $2,952,565

Debtor's three largest unsecured creditors:

   Entity                                  Claim Amount
   ------                                  ------------
Augusta First                                $1,613,565
C/o H. Wilson Haynes, Jr.
237 Davis Road
Augusta, GA 30907

Regions Bank                                   $600,000
235 S. Pine Street
Spartanburg, SC 29307

Business Marketing & Consult                    $39,000
c/o Timothy Goodwin
432 S. Belair Road
Augusta, GA 30907


GENERAL MOTORS: Reports $2.5-Billion Loss for 3rd Quarter
---------------------------------------------------------
General Motors Corporation's balance sheet at Sept. 30, 2008,
showed total assets of $110.425 billion, total liabilities of
$170.3 billion, resulting in a stockholders' deficit of
$59.9 billion.

The company disclosed its financial results for the third quarter
of 2008, reflecting rapidly deteriorating market conditions in the
U.S., slowdowns in other mature markets around the world, and
continued losses at GMAC Financial Services.

GM reported a net loss of $2.5 billion for the third quarter,
including special items.  That compares with a net loss from
continuing operations of $42.5 billion in the third quarter of
2007, which included a non-cash charge of $38.3 billion to
establish a valuation allowance against some of the company's net
deferred tax assets.  On an adjusted basis, GM posted a net loss
of $4.2 billion compared with a net loss from continuing
operations of $1.6 billion in the same period last year.

The company stated that during the third quarter the turmoil in
the global credit markets resulted in the worst financial crisis
in more than 70 years.  The upheaval has had a dramatic impact on
the auto business in particular, especially in the U.S. and
Western Europe.  Tight credit, rising unemployment, declining
income, falling stock markets, and continuing deterioration in the
housing market in the U.S., resulted in an abrupt halt in consumer
spending, with most consumers exiting the vehicle market.  Many of
those still intending to purchase vehicles were denied financing,
or found the cost of financing prohibitive.

Revenue for the third quarter was $37.9 billion, down from
$43.7 billion in the year-ago quarter, reflecting dramatic sales
declines across the industry driven by unstable market conditions,
instability in the credit markets and dramatic retraction in
consumer demand, especially in North America and Europe.

GM recorded net favorable charges of $1.7 billion for special
items in the third quarter. Included in the charges was a
curtailment gain of $4.9 billion resulting from the UAW Settlement
Agreement becoming effective.  The curtailment represents the
accelerated recognition of net prior service credits, largely
relating to the 2005 GM UAW healthcare agreement, scheduled for
amortization after Jan. 1, 2010.

The curtailment was recorded because GM's UAW retiree health plan
will not exist after Jan. 1, 2010, and therefore no further basis
for deferring unamortized prior service credits exists beyond that
date.  The $4.9 billion curtailment gain was partially offset by a
non-cash $1.7 billion settlement charge related to the elimination
of post-65 salaried retiree healthcare coverage, including the
cost of increased pension benefits that were announced in July as
part of GM's operating actions to improve liquidity as well as the
recognition of accumulated deferred losses related to the
healthcare plan.

In addition, GM reported charges of $652 million relating to its
commitments as part of Delphi's bankruptcy proceedings,
$251 million for impairment of investments in GMAC, and
$641 million in restructuring-related and other charges.

                        Cash and Liquidity

Cash, marketable securities, and readily-available assets of the
Voluntary Employees' Beneficiary Association trust totaled
$16.2 billion on Sept. 30, 2008, down from $21.0 billion on
June 30, 2008.

The change in liquidity reflects negative adjusted operating cash
flow of $6.9 billion in the third quarter 2008, driven by the
industry-wide slowdown in vehicle demand and compounding credit
crisis, especially in North America and Europe.  During the
quarter, GM drew the remaining $3.5 billion of its secured
revolving credit facility and made $1.2 billion in payments to
Delphi as required by agreements between the companies as part of
Delphi's bankruptcy proceedings.

GM expects adjusted operating cash flow in the fourth quarter to
be much improved versus the third quarter, and more consistent
with the first half of the year.  Improvements in fourth quarter
cash flow are driven by anticipated improvements in working
capital in North America relating to sales allowances, and lower
fourth quarter finished vehicle inventory in Europe.

Improving its liquidity position remains a top priority for the
company. In response to deteriorating market conditions, GM
disclosed that in addition to the $15 billion in liquidity
initiatives it outlined in July 2008, it has identified $5 billion
of incremental liquidity actions.  Cumulatively, GM has disclosed
actions aimed at improving liquidity by $20 billion through 2009.
To date, $10 billion in internal operating actions have either
already been completed or are on track for full execution by the
end of 2009.

Even if GM implements the planned operating actions that are
substantially within its control, GM's estimated liquidity during
the remainder of 2008 will approach the minimum amount necessary
to operate its business.  Looking into the first two quarters of
2009, even with its planned actions, the company's estimated
liquidity will fall significantly short of that amount unless
economic and automotive industry conditions significantly improve,
it receives substantial proceeds from asset sales, takes more
aggressive working capital initiatives, gains access to capital
markets and other private sources of funding, receives government
funding under one or more current or future programs, or some
combination of the foregoing.  The success of GM's plans
necessarily depends on other factors, including global economic
conditions and the level of automotive sales, particularly in the
United States and Western Europe.

                       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.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

At March 31, 2008, GM's balance sheet showed total assets of
$145,741,000,000 and total debts of $186,784,000,000, resulting in
a stockholders' deficit of $41,043,000,000.  Deficit, at Dec. 31,
2007, and March 31, 2007, was $37,094,000,000 and $4,558,000,000,
respectively.

                          *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corporation and
General Motors of Canada Limited Under Review with Negative
Implications.  The rating action reflects the structural
deterioration of the company's operations in North America brought
on by high oil prices and a slowing U.S. economy.

Standard & Poor's Ratings Services is placing its corporate credit
ratings on the three U.S. automakers, General Motors Corp., Ford
Motor Co., and Chrysler LLC, on CreditWatch with negative
implications, citing the need to evaluate the financial damage
being inflicted by deteriorating U.S. industry conditions--largely
as a result of high gasoline prices.  Included in the CreditWatch
placement are the finance units Ford Motor Credit Co. and
DaimlerChrysler Financial Services Americas LLC, as well as GM's
49%-owned finance affiliate GMAC LLC.

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. (B/Negative/B-3) are not immediately affected
by the company's announcement that it will cease production at
four North American truck plants over the next two years.  These
closures are in response to the re-energized shift in consumer
demand away from light trucks.  GM previously said only one shift
was being eliminated at each of the four truck plants.  Production
is being increased at plants producing small and midsize cars, but
the cash contribution margin from these smaller vehicles is far
less than that of light trucks.


GRANITE XPERTS: May Employ Daniel Hyman as Real Estate Broker
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
granted Granite Xperts Inc. authority to employ Daniel J. Hyman of
Millenium Properties R/E, Inc. (MPI) as its real estate broker to
sell its property located at 1400 N. Nicholas Blvd., Elk Grove
Village, Illinois, which secures its pre-petition obligations with
National Bank of Commerce.  The Debtor plans to sell this property
to a third party then lease the property back to operate its
business under Chapter 11.

Under the terms of the Exclusive Right to Sell Agreement with MPI,
the Listing Price for the propety is $1,450,000 and MPI's
commission is 5% of the gross sales price (and 5.5% of gross sales
price if the property is sold throught a co-op broker).

Daniel Hyman, a duly authorized real estate broker, and president
of MPI, 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.

Elk Grove Village, Illinois-based Granite Xperts, Inc. --
http://baykov.com/-- fabricates and installs solid surface
countertops to residendital and commercial customers in Illinois,
Michigan, Wisconsin and Indiana.

The company filed for Chapter 11 protection on Oct. 7, 2008
(Bankr. N. D. Ill. Case No. 08-26883).  James A. Chatz, Esq.,
Michael L. Gesas, Esq., Michelle G. Novick, Esq., and Miriam R.
Stein, Esq. at Arnstein & Lehr LLP, represent the Debtor as
counsel.  The company listed assets of $1 million to $100 million,
and debts of $1 million to $100 million.


GRANITE XPERTS: Creditors Have Till Jan. 5 to File Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
set Jan. 5, 2009, as the deadline for which all creditors, except
must file proofs of claim in Granite Xperts Inc.'s Chapter 11
case.  Claims of any governmental unit or any creditor being
served at an address outside the United States are to be filed not
later than 180 days after the Debtor's bankruptcy filing was
filed, or until April 4, 2008.

All claims must be filed with:

          Clerk of the U.S. Bankruptcy Court
          219 S. Dearborn St., Room 710
          Chicago IL 60604

Elk Grove Village, Illinois-based Granite Xperts, Inc. --
http://baykov.com/-- fabricates and installs solid surface
countertops to residendital and commercial customers in Illinois,
Michigan, Wisconsin and Indiana.

The company filed for Chapter 11 protection on Oct. 7, 2008
(Bankr. N. D. Ill. Case No. 08-26883).  James A. Chatz, Esq.,
Michael L. Gesas, Esq., Michelle G. Novick, Esq., and Miriam R.
Stein, Esq. at Arnstein & Lehr LLP, represent the Debtor as
counsel.  The company listed assets of $1 million to $100 million,
and debts of $1 million to $100 million.


GRANITE XPERTS: Hearing on Use of Cash Collateral Set for Nov. 13
-----------------------------------------------------------------
A hearing on Granite Xperts Inc.'s continued Use of Cash
Collateral is set for Nov. 13, 2008.

The U.S. Bankruptcy Court for the Northern District of Illinois
granted on Oct. 20, 2008, Granite Xperts Inc., on an interim
basis, to use Cash Collateral of National Bank of Commerce, the
Debtor's secured lender, to pay wages and to make other
expenditures for the operation of its business, in accordance with
a budget, up to Nov. 7, 2008.  The Debtor is allowed to deviate
from the Budget in an amount not to exceed 10% of each item in the
Budget, unless extended by agreement of National Bank and the
Debtor and authorized by the Court.

The Debtor is indebted to National Bank in the principal amount of
roughly $1,206,858.71 as of the Petition date on account of 2
promissory notes in the aggregate amount of $1,232,500 dated
April 12, 2007, secured by a mortgage a property in Elk Grove
Village, Illinois and a security interest in substantially all of
the Debtor's assets.  The Notes are further secured by certain
real property owned by Antonio Guida and Mary Pahike, as well as
the personal guarantees of Mr. Guida, Ms. Pahike, and Vito
Guarino, the president of Granite Xperts.

In addition to National Bank, the Internal Revenue Service and the
Illinois Department of Employment Security assert tax liens
against the Debtor in the aggregate amounts of $137,269.55 and
$1,881.57, respectively, and assert a security interest in the
Collateral.  Both are for alleged unpaid employment taxes.

As adequate protection, National Bank and the Taxing Authorities
are granted a respective post-petition security interest and
replacement lien in the present and future assets of the Debtor
upon which National Bank or the Taxing Authorities respectively
hold valid, perfected and enforceable security interests or liens
as of the Petition Date, and all proceeds and products thereof.
In addition, the Debtor shall make adequate protection payments to
National Bank in the amounts of $8,564 per month for the mortgage
interest, $2,020 per month for the term loan interest and $5,969
per month for the mortgage escrow payments.

Elk Grove Village, Illinois-based Granite Xperts, Inc. --
http://baykov.com/-- fabricates and installs solid surface
countertops to residendital and commercial customers in Illinois,
Michigan, Wisconsin and Indiana.

The company filed for Chapter 11 protection on Oct. 7, 2008
(Bankr. N. D. Ill. Case No. 08-26883).  James A. Chatz, Esq.,
Michael L. Gesas, Esq., Michelle G. Novick, Esq., and Miriam R.
Stein, Esq. at Arnstein & Lehr LLP, represent the Debtor as
counsel.  The company listed assets of $1 million to $100 million,
and debts of $1 million to $100 million.


GREENBRIER COS: S&P Puts 'BB-' Ratings on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on The
Greenbrier Cos. Inc., including the 'BB-' long-term corporate
credit rating, on CreditWatch with negative implications,
indicating the possibility for a downward rating action over the
near term.  Total debt outstanding at Aug. 31, 2008, was about
$600 million.

"The CreditWatch listing reflects the deterioration in key
measures of the company's credit quality and follows weakening
operating results due to lower railcar deliveries," Standard &
Poor's credit analyst Robyn Shapiro.  Total debt (adjusted for
capitalized operating leases) to EBITDA was about 5.5x as of
Aug. 31, 2008, which exceeds S&P's expectations of 4x at the
current rating level.  Slowing orders for freight cars, volatile
raw materials costs, and the possibility of a more competitive
operating environment are headwinds to the company's operating
prospects.

Lake Oswego, Ore.-based Greenbrier manufactures, refurbishes, and
leases railcars.

The company has about $175 million of availability under its
revolving credit facilities.

To resolve the CreditWatch listing, Standard & Poor's Ratings
Services will consider the impact of the expected downturn in the
new-railcar industry on the company's operating performance and
financial profile.


HARMAN INTERNATIONAL: S&P Assigns 'BB+' to $400MM Notes Due 2012
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Harman International Industries Inc., a Stamford, Conn.-
based audio equipment manufacturer, to 'BB+' from 'BB-'.  At the
same time, S&P assigned its 'BB+' rating to the company's
$400 million, 1.25% senior convertible notes due Oct. 15, 2012.
The ratings have been removed from CreditWatch with positive
implications, where they were placed on Oct. 22, 2007.  Harman had
total balance sheet debt of $428 million at Sept. 30, 2008,
composed primarily of the convertible senior notes. The outlook is
stable.

"The upgrade reflects the completion of our review that began when
the company agreed to be purchased in an LBO last year," said
Standard & Poor's credit analyst Nancy Messer.  "That transaction
was never completed, and in the subsequent quarters, fundamental
conditions in the global auto industry have deteriorated," she
continued.  S&P has reevaluated the company's business and
financial risk profiles and concluded that Harman's business risk
profile as weak and its financial risk profile as aggressive.  The
company's profitability has declined compared to levels in past
years (June 30 year end) largely because of operational
inefficiencies.  The decline in profitability -- adjusted EBITDA
margin declined to 9.8% in fiscal 2008 compared to 16.1% in fiscal
2007 -- raises concerns regarding the profit potential of the
business, given its dependence on technological innovation and
focus on premium vehicles.

Notably, the company since mid-2007 has been led by a new,
seasoned senior management team that quickly initiated
restructuring activities to rationalize the company's cost
structure.  Although that team was hired to manage the company
after the LBO, S&P believes it is focused on operational
improvements and committed to maintaining a stable financial risk
profile.  In addition, the company faces headwinds -- because of
the deteriorating auto markets in North America and Europe -- in
realizing material near-term financial benefits from the execution
of its restructuring plans.

Harman's weak business risk profile reflects its depressed
profitability for fiscal 2008, which raises questions about the
earnings power of the company's business.  Profit weakness offsets
the business strengths, including the company's well-recognized
brand names in audio products, such as Harman/Kardon, JBL, and
Infinity; its leading market position in branded auto audio and
infotainment products, as well as in general audio equipment for
professional use; and its fair geographic diversity.  As a leader
in the production of sophisticated audio technology for the
automotive market, Harman must continually innovate to maintain
its competitive standing.

In fiscal 2009, Harman will face deteriorating fundamentals of the
global auto market, which accounts for about 72% of the company's
revenues.  In addition to ever-present pricing pressures from
automakers, demand for light vehicles has fallen dramatically in
recent months, and the outlook for Harman's key European
automakers is weakening.  Harman's auto products are targeted to
the premium vehicle sector.

To restore auto segment margins, Harman has implemented major
restructuring initiatives in engineering, manufacturing, and
logistics operations.  The company expects the programs to produce
$400 million in annualized savings by fiscal 2011.  Still,
Harman's financial performance faces significant resistance from
the deteriorating market globally for light vehicles, which S&P
expects will offset cost-saving efforts and cause Harman's fiscal
2009 EBITDA to decline, year over year.

The stable outlook reflects S&P's opinion that Harman should be
able to maintain credit measures consistent with the rating,
despite difficult industry conditions globally, because of its
restructuring initiatives and small debt load.  S&P also expects
the company to generate positive free cash from operations, after
capital spending, in fiscal 2009, despite S&P's expectation that
EBITDA will decline significantly because of weak vehicle demand.

S&P could revise the outlook to positive or raise the rating if
Harman returns to historical levels of double-digit adjusted
EBITDA margins, despite S&P's view that the weak global economy
and deteriorating production volumes for its European auto
customers will significantly pressure earnings in the year ahead.
Still, Harman could achieve improved margins if ongoing
restructuring initiatives are sufficient to offset earnings
pressures.  S&P's view of the company's prospective financial
policies would be an important aspect of any positive rating
change.

S&P could revise the outlook to negative or lower the rating if
the company undertakes a material debt-financed acquisition or if
adjusted EBITDA margin declines further in fiscal 2009 than recent
quarters would indicate because of adverse market conditions or
operating difficulties.


HERITAGE POINT: Case Summary and Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Heritage Point Apartments Inc.
        F15
        1350 Mason
        Atlanta, GA 30314

Bankruptcy Case No.: 08-82066

Chapter 11 Petition Date: October 31, 2008

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: Sims W. Gordon, Jr., Esq.
                  Gordon & Boykin
                  1180 Franklin Road, SE, Suite 101
                  Marietta, GA 30067
                  Tel: (770) 612-2626

Total Assets: $2,762,358

Total Debts: $2,150,326

The Debtor listed the City of Atlanta Watershed Department as its
largest unsecured creditor, holding a claim for $245,326.


HERITAGE POINT: Creditors Ask Court to Validate Foreclosure Sale
----------------------------------------------------------------
Kenneth J. Seitz, as Trustee of The Bootery, Inc., Profit Sharing
Trustee,f/b/o Kenneth J. Seitz and Jay D. Kessler, as Trustee of
The Bootery, Inc., Profit Sharing Trust are asking the United
States Bankruptcy Court for the Northern District of Georgia in
Atlanta to annul the automatic stay imposed in the chapter 11 case
of Heritage Point, Inc., and to validate a November 4, 2008
foreclosure sale.

The Bankruptcy Court had granted, in part, a prior request by the
Trustees for relief from the automatic stay to permit them to cry
out the foreclosure sale of real property owned by Heritage Point
located at 1350 Mayson Turner Road, N.W., in Atlanta, Georgia.
The Court, however, precluded the Trustees from recording a deed
transferring title to the property or taking any other action to
perfect the sale against the Debtor or the property until further
order.

Heritage Point filed a third Chapter 11 petition on October 31,
2008, two days before the scheduled foreclosure sale.  The
Trustees had sought dismissal of Heritage Point's chapter 11 case
or, in the alternative, relief from the automatic stay.  The Court
deferred ruling on the Motion to Dismiss.

The Debtor first filed for bankruptcy -- Case No. 08-65697 -- on
March 28, 2008, which was dismissed on May 2, 2008, pursuant to
the United States Trustee's Motion to Dismiss.  The Debtor filed a
second petition -- Case No. 08-77374 -- on September 2, 2008, to
stop a foreclosure sale of the Property that same day.  The
Trustees filed an Emergency Motion for Relief and the Debtor
dismissed the case at the September 17, 2008 hearing on the
Trustees' Motion.

Louis G. McBryan, Esq., at HOWICK, WESTFALL, MCBRYAN & KAPLAN,
LLP, in Atlanta, Georgia, counsel to the Trustees, says no budget,
statement of operations, cash flow statement or list of 20 largest
unsecured creditors was filed in the second chapter 11 case.  The
Dismissal Order was entered on September 22, 2008.  After the
dismissal, the Trustees readvertised the Property for a November 4
foreclosure sale.

According to Mr. McBryan, the total debt on the Property is
approximately $2,556,178.  At the time of the sale, the loan was
eight months in arrears in the approximate amount of $428,840,
exclusive of fees and costs.  The Property was purchased at the
foreclosure sale by a third party entity, SMN Holdings, LLC, for
$588,000.  The Purchaser is a related entity to the Trustees.

Mr. McBryan points out that this is the third case affecting the
Property.  The previous cases, he says, were unsuccessful and the
Trustees do not believe there is any equity in the Property.  The
repeated unsuccessful filings prevent the Trustees from collecting
their debt pursuant to the Security Deed and Agreement between the
parties, he says.

Atlanta, Georgia-based Heritage Point Apartments Inc. filed for
chapter 11 protection on October 31, 2008 (Bankr. N.D. Ga. Case
No. 08-82066).  Sims W. Gordon, Jr., Esq., at Gordon & Boykin in
Marietta, Georgia, represents the Debtor as counsel.  When it
filed for bankruptcy, the Debtor disclosed $2,762,358 in total
assets and $2,150,326 in total debts.  The Debtor listed the City
of Atlanta Watershed Department as its largest unsecured creditor,
holding a claim for $245,326.


HOOP HOLDINGS: Court Approves Disclosure Statement
--------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy
Court for the District of Delaware approved a disclosure statement
explaining a Chapter 11 plan of liquidation filed by Hoop Holdings
LLC and its debtor-affiliates.  Judge Shannon found that the
Debtors' disclosure statement contains adequate information in
according to Section 1125 of the Bankruptcy Code.

A hearing is set for Dec. 12, 2008, at 11:00 a.m., to consider
confirmation of the plan.  Objections, if any, are due Dec. 5,
2008, by 4:00 p.m.

The Court also approved procedures proposed by the Debtors for the
solicitation and tabulation of plan votes.  Deadline for voting
for the plan is due Dec. 10, 2008.  Only unsecured creditors are
entitled to vote for the plan.

According to the Troubled Company Reporter on Oct. 16, 2008, the
plan proposes to give unsecured creditors a 25% to 36% return on
claims totaling between $85 million and $91 million.

Hoop Holdings LLC, a subsidiary of The Children's Place Retail
Stores, Inc., completed the transition of the Disney Store North
America business and related assets to affiliates of Walt Disney.
Walt Disney took back control of 220 store outlets in North
America from Hoop Holdings.

The disclosure statement says that secured creditor Wells Fargo
Retail Finance was paid its $9.3 million claim by the sale.  The
price paid by Walt Disney Co. was as much as $65 million,
depending on inventory levels.

Under a certain asset purchase agreement, the purchase price for
the Disney Store business and assets will be roughly $50 million
to $55 million, payable to Hoop, for the USA Acquired Assets,
subject to adjustment based on inventory levels and $4 million,
payable to accounts to be specified by TCP Services, for the
assignment of its Pasadena, California headquarters office lease.

                       About Hoop Holdings

Headquartered in Secausus, New Jersey, Hoop Holdings LLC owns and
operates gift, novelty, and souvenir shops.  The company and two
of its affiliates (Hoop Retail Stores, LLC and Hoop Canada
Holdings, Inc.) filed for Chapter 11 protection on March 27, 2008
(Bankr. D. Del. Lead Case No. 08-10544).  Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, represents the Debtors in
their restructuring efforts.  Gibson Dunn & Crutcher LLP serves as
the Debtors' as special counsel.  Traxi LLC provides crisis
management services to the Debtors.

The U.S. Trustee for Region 3 has appointed seven members to the
official committee of unsecured creditors.  Pepper Hamilton LLP
serves as the Committee's Delaware counsel.

When the Debtors' filed for protection against their creditors,
they listed assets and debts between $100 million to $500 million.


IDEARC INC: Moody's Junks $2.85BB Sr. Unsecured Notes
-----------------------------------------------------
Moody's Investors Service has downgraded Idearc, Inc.'s ratings,
including its Corporate Family rating to B3 from B1, and its
Probability of Default rating to B3 from B1, based on a more
severe and potentially protracted downturn in industry conditions
than previously anticipated, which in turn prompts us to expect a
sudden and potentially extreme tightening of the company's
liquidity profile, evidenced in the revision to an SGL-4 (weak)
liquidity rating. The rating actions follow the company's
announcement that sales and EBITDA for the third quarter of 2008
declined by 7% and 26%, respectively, and that professional
advisors have been retained to review alternatives related to its
capital structure.

Details of the rating action are:

   Ratings downgraded:

   * $250 million revolving credit facility, due 2011 - to B2,
     LGD2, 34% from Ba3, LGD3, 33%

   * $1,515 million term loan A, due 2013 - to B2, LGD2, 34% from
     Ba3, LGD3, 33%

   * $4,679 million term loan B, due 2014 - to B2, LGD2, 34% from
     Ba3, LGD3, 33%

   * $2,850 million senior unsecured notes, due 2016 - to Caa2,
     LGD5, 87% from B3, LGD5, 87%

   * Corporate Family rating - to B3 from B1

   * PDR - to B3 from B1

   * Speculative Grade Liquidity rating -- to SGL-4 from SGL-1

The rating outlook is negative.

The downgrade of the Corporate Family rating reflects Moody's
concern that the worsening pace in the decline of Idearc's sales
could lead to a covenant default in 2009, and that remedies to
curing the same may be somewhat limited given the company's tax
sharing agreement with Verizon Communications, restrictions under
its debt agreements and highly uncertain market conditions at
present. In particular the shift to a SGL-4 liquidity rating is
notably (and somewhat unusually) prompted entirely by the
heightened risk of non-compliance with the senior secured leverage
test embedded in the company's bank credit agreement, and the
inability to cure the same without the support of the bank group
(which would not be assumed per Moody's SGL rating methodology,
but is considered in the context of maintaining a relatively high
PDR), notwithstanding still strong internal sources of cash. The
significance of the company's bank debt financing, however in the
context of its consolidated capitalization, coupled with the now
fully drawn revolver (and sizeable ensuing cash balances) and
still relatively healthy free-cash-flow generating ability of its
assets suggests to Moody's that some accommodation will be made if
needed, thereby likely averting the potential for a technical
default turning into an outright payment default. In the absence
thereof, ratings (particularly the probability of default rating)
may have been lowered further given the relatively high financial
leverage employed in the company's capital structure, which may
not be sustainable under a restructured balance sheet,
particularly given tight credit market conditions and if debt
service costs increase materially as a result of an amendment of
the bank credit agreement. The negative outlook suggests that this
may be likely, and that even in the absence of a full-scale
default further downward rating drift remains a distinct
possibility, particularly if market and business conditions do not
improve and impending covenant tightness fails to be addressed
amicably.

In April 2008, Moody's downgraded Idearc's CFR to B1 with a
negative outlook concluding the review for possible downgrade
initiated in February 2008.

Headquartered in DFW Airport, Texas, Idearc, Inc. is the second
largest U.S. yellow pages publisher. The company reported sales of
approximately $3,051 million for the LTM period ended September
30, 2008.


IPC SYSTEMS: Command Systems Segment Sale Won't Affect S&P Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on IPC
Systems Inc. (B/Stable/--) are not affected by the company's
announcement that it has entered into an agreement whereby West
Corp. (B+/Stable/--) will acquire IPC's Command Systems segment
for approximately $167 million in cash.  The Command Systems
segment did not represent a material portion of IPC's 2008
earnings base.

IPC is a leading provider of voice trading systems and services to
large financial services and other trading companies.  Sales from
new equipment installations are driven by economic cycles and
customer spending decisions, and are vulnerable to financial
sector weakness.  The current rating and outlook already
incorporate the expectation for some contraction in IPC's revenue
and EBITDA base due to declines in the company's equipment
installation backlog.  Although IPC has not specified how proceeds
will be used, the transaction could provide additional cushion for
current weak market conditions.


JP MORGAN: Moodys Junks $4,584,000 Class L Certificates
-------------------------------------------------------
Moody's Investors Service affirmed the ratings of eight classes
and downgraded the ratings of four classes of JP Morgan-CIBC
Commercial Mortgage Backed Securities Trust 2006-RR1:

   -- Class A-1, $340,539,000, Certificates Due 2052, affirmed at
      Aaa

   -- Class A-2, $90,374,000, Certificates Due 2052, affirmed at
      Aaa

   -- Class B, $27,505,000, Certificates Due 2052, affirmed at
      Aa2

   -- Class C, $17,027,000, Certificates Due 2052, affirmed at A2

   -- Class D, $5,894,000, Certificates Due 2052, affirmed at A3

   -- Class E, $5,894,000, Certificates Due 2052, affirmed at
      Baa1

   -- Class F, $6,548,000, Certificates Due 2052, affirmed at
      Baa2

   -- Class G, $7,204,000, Certificates Due 2052, affirmed at
      Baa3

   -- Class H, $9,168,000, Certificates Due 2052, downgraded to
      Ba2 from Ba1

   -- Class J, $5,894,000, Certificates Due 2052, downgraded to
      Ba3 from Ba2

   -- Class K, $3,275,000, Certificates Due 2052, downgraded to
      B2 from Ba3

   -- Class L, $4,584,000, Certificates Due 2052, downgraded to
      Caa1 from B1

Moody's is downgrading the four classes due to negative credit
migration.

As of the October 23, 2008 distribution date, the transaction's
aggregate collateral balance is $523.9 million, the same as that
at issuance. The Certificates are currently collateralized by 83
classes of CMBS securities from 53 separate transactions.

Since securitization, among the Moody's rated securities (64.7% of
the collateral pool balance), there have been seven upgrades and
no downgrades to CMBS securities. Credit estimates were performed
on 28 non-Moody's rated CMBS classes (35.3%).

Moody's uses a weighted average rating factor as an overall
indicator of the credit quality of a CDO transaction. Based on
Moody's analysis, the current WARF is 524 compared to 481 at
securitization. Moody's reviewed the ratings or performed credit
estimates on all the collateral supporting the Certificates. The
distribution is as follows: Aaa -- Aa3 (2.6% compared to 1.7% at
securitization), A1-A3 (8.1% compared to 7.2%), Baa1-Baa3 (79.3%
compared to 79.8%), Ba1-Ba3 (6.6% compared to 11.3%), and B1-B3
(3.4% compared to 0.0%).

The CMBS securities are from pools securitized between 2002 and
2006. The two largest vintage exposures are 2006 (42.7%) and 2005
(39.7%). The five largest CMBS exposures are JPMCC 2005-LDP5
(6.9%), GSMS 2006-GG6 (6.5%), WBCMT 2006-C24 (3.7%), CSMC 2006-C1
( 3.6%) and JPMCC 2005-CB13 (3.5%).

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis. This is Moody's first
review since securitization. Moody's analysis at securitization is
detailed in the Presale Report dated April 25, 2006.


KINETEK INC: Moody's Holds Caa1 Rating on Sr. Sec. 2nd Lien Loan
----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of
Kinetek, Inc. to negative from stable and affirmed its credit
ratings, including its B2 corporate family rating and probability
of default ratings.

The negative outlook reflects Moody's expectation that challenging
industrial, commercial, and consumer product end-market conditions
in North America will weaken demand for Kinetek's products over
the near term, particularly its elevator and escalator, commercial
floor care and consumer and commercial appliance motors, gears,
and electronic control products. As a result, Moody's expects
revenues, EBITDA and cash flows to deteriorate in both 2008 and
2009. However, debt levels are expected to remain flat as the
company should generate sufficient cash flow to cover working
capital needs, capital expenditures and interest payments, so long
as revenue deterioration does not substantially exceed previous
economic downturns. Further, the negative outlook highlights the
growing risk of a covenant violation given the prospect of weaker
EBITDA generation and tighter covenant limitations, beginning in
the first quarter of 2009.

These ratings were affirmed:

   -- B2 corporate family rating,

   -- B2 probability of default rating,

   -- B1, LGD 3, 33% senior secured revolving credit facility
      rating,

   -- B1, LGD 3, 33% senior secured term loan rating, and

   -- Caa1, LGD 5, 82% senior secured 2nd lien term loan rating.

The previous rating action on Kinetek was the initial assignment
of ratings on October 13, 2006.

Kinetek, Inc., based in Deerfield, Illinois, is a manufacturer of
specialty purpose electric motors, gearmotors, gearboxes, gears
and electronic motion controls for a wide variety of consumer,
commercial, and industrial markets. Revenues for the twelve-month
period ended June 30, 2008, were $409 million.


LASALLE COMMERCIAL: Moody's Downgrades Seven Classes of Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven classes
and affirmed two classes of LaSalle Commercial Mortgage
Securities, Inc., Commercial Mortgage Pass-Through Certificates,
Series 2006-MF2. Four classes remain on review for possible
downgrade. The rating actions are:

   -- Class A, $326,117,152, affirmed at Aaa

   -- Class X, Notional, affirmed at Aaa

   -- Class B, $8,745,000, currently rated Aa2; on review for
      possible downgrade

   -- Class C, $12,493,000, affirmed at A2; on review for
      possible downgrade

   -- Class D, $8,120,000, affirmed at Baa1; on review for
      possible downgrade

   -- Class E, $3,748,000, affirmed at Baa2; on review for
      possible downgrade

   -- Class F, $4,998,000, downgraded to Ba1 from Baa3

   -- Class G, $5,621,000, downgraded to B2 from Ba3

   -- Class H, $3,124,000, downgraded to B3 from B1

   -- Class J, $1,874,000, downgraded to Caa1 from B2

   -- Class K, $1,249,000, downgraded to Caa3 from B3

   -- Class L, $1,874,000, downgraded to Ca from Caa2

   -- Class M, $1,249,000, downgraded to C from Caa3

Moody's downgraded Classes F, G, H, J, K, L and M due to losses
from specially serviced loans and interest shortfalls. Moody's had
placed Classes B, C, D, E and F on review for possible downgrade
on October 16, 2008 because the master servicer, Capmark Finance
Inc., indicated that these classes could be affected by interest
shortfalls commencing with the October 2008 payment date. Moody's
is keeping Classes B, C, D and E on review for possible downgrade
due to potential losses from delinquent and specially serviced
loans and because these classes may experience additional interest
shortfalls.

As of the October 20, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 22%
to $385 million from $496 million at securitization. The
Certificates are collateralized by 404 mortgage loans with an
average loan size of approximately $952,000. The top 10 loans
represent 8.9% of the pool.

Six loans have been liquidated from the trust, resulting in an
aggregate realized loss of $1.1 million. There are 53 loans,
representing 15% of the pool, currently in special servicing. Ten
of the specially serviced loans, representing 4% of the pool, are
real estate owned ("REO"). Moody's is estimating an aggregate $8.5
million loss for the specially serviced loans.

Seventy-five loans, representing 29% of the pool, are on the
master servicer's watchlist. The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the Commercial Mortgage Securities Association's monthly reporting
package. As part of its ongoing monitoring of a transaction,
Moody's reviews the watchlist to assess which loans have material
issues that could impact performance.

The pool has experienced significant interest shortfalls. As of
the October 2008 remittance statement, cumulative interest
shortfalls total approximately $631,900 and impact Classes D
through N. Interest shortfalls are caused by appraisal subordinate
entitlement reductions ("ASERs") due to appraisal reductions,
special servicer fees and trust expenses. A portion of the trust
expenses are due to legal expenses related to litigation initiated
by the special servicer, Crown Northcorp, against LaSalle Bank
National Association ("LaSalle") for breaches of representations
and warranties. LaSalle was acquired by Bank of America on October
1, 2007. Approximately $95,500 of litigation expenses were
reflected in the October 2008 remittance statement.

Moody's was provided with limited current financial information
for the pool and accordingly has not estimated an overall loan to
value ("LTV") ratio.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis. Moody's prior full
review is summarized in a press release dated March 10, 2008.
Classes B, C, D, E and F were placed on review for possible
downgrade on October 16, 2008.


LEHMAN BROS: S&P Lowers Class L Floating Rate Certs. to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
L commercial mortgage pass-through certificate from Lehman Bros.
Floating Rate Commercial Mortgage Trust 2006-LLF C5 and placed it
on CreditWatch with negative implications.  Additionally, S&P
placed its rating on the class K certificate on CreditWatch with
negative implications.

The downgrade and negative CreditWatch placements follow S&P's
preliminary analysis of the Sheraton Keauhou Bay Resort & Spa
loan.  This loan, which is the fourth-largest loan in the pool,
was transferred to the special servicer, TriMont Real Estate
Advisors Inc., on Sept. 18, 2008, due to imminent default.  S&P
expects the transfer to result in special servicer fees and
expenses, which will likely interrupt the payments due to the
class L certificateholders. If this occurs, S&P will downgrade the
class further, possibly to 'D'.

The Sheraton Keauhou Bay Resort & Spa loan has a trust and whole-
loan balance of $56.0 million (6% of the pool).  The financing for
the property also includes a $26.0 million mezzanine loan that is
secured by the borrower's equity interests in the property. The
mezzanine lender is affiliated with Lehman Bros.

A preliminary review of the borrower's operating statements for
the trailing-12-months ended Sept. 30, 2008, indicates that the
property is not performing in line with Standard & Poor's initial
expectations.  S&P's adjusted net cash flows have declined since
issuance and since S&P's last review dated Jan. 23, 2008.  The
resulting valuation declines could prompt downgrades to class K,
which is why S&P placed the rating on this class on CreditWatch
negative.

S&P will update or resolve the CreditWatch placements as it works
through a complete analysis of all of the loans in the
transaction.

        RATING LOWERED AND PLACED ON CREDITWATCH NEGATIVE

Lehman Brothers Floating Rate Commercial Mortgage Trust 2006-LLF
C5 Commercial mortgage pass-through certificates

                     Rating

   Class      To                 From
   -----      --                 ----
   L          B-/Watch Neg       BB

RATING PLACED ON CREDITWATCH NEGATIVE

Lehman Brothers Floating Rate Commercial Mortgage Trust 2006-LLF
C5 Commercial mortgage pass-through certificates

                     Rating

   Class      To                 From
   -----      --                 ----
   K          BBB/Watch Neg      BBB


LOUISIANA-PACIFIC: S&P Cuts Ratings to 'BB'; On Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating, on Louisiana-Pacific Corp. (LP) to
'BB' from 'BB+'.  The ratings remain on CreditWatch with negative
implications, where they were placed on July 29, 2008.

"The downgrade reflects our belief that the operating environment
for building products will be more challenging than we previously
expected, with no housing recovery in sight through at least
2009," said Standard & Poor's credit analyst Pamela Rice.
"Moreover, the near-freeze in credit markets is casting doubt on
the company's ability to refinance its $130 million of December
2008 maturities."

LP had $330 million of available cash and short-term investments
as of Sept. 30, 2008, that could be used to repay this amount.  In
addition, the company is taking substantial measures to conserve
cash through the remainder of the downturn.  However, if the
maturities are not refinanced, the remaining cash balance would be
less than S&P believes is adequate for the 'BB' rating, given
prospects for a deep and extended downturn.

To resolve the CreditWatch, S&P will continue to monitor the
company's plans to refinance its remaining 2008 maturities.  If LP
is unable to obtain new financing, S&P could lower the rating.
Also, S&P will determine the rating on the company's $200 million
senior unsecured notes when the December maturities are either
refinanced or repaid.


MARSICO PARENT: S&P Downgrades Rating to 'B-' With Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Marsico
Parent Co. LLC and Marsico Parent Holdco LLC, including lowering
the counterparty credit ratings to 'B-' from 'B'.  The outlook is
stable.

At the same time, S&P lowered the issue-level rating on the senior
secured credit facilities of Marsico Parent Co. LLC to 'B' (one
notch higher than the counterparty credit rating on the company)
from 'B+'.  The recovery rating on these loans remains at '2',
indicating that lenders can expect substantial (70% to 90%)
recovery in the event of a payment default.

"The company has been hit by the perfect storm," said Standard &
Poor's credit analyst Charles D. Rauch.  "The rating actions were
prompted by a sharp drop in assets under management.

"Further, even though its long-term investment performance remains
good, Marsico has experienced net redemptions after years of
strong organic growth, and its flagship funds have underperformed
benchmarks year-to-date."

Assets under management (AUM) fell to $77.7 billion at Sept. 30,
2008, from $106.0 billion at the beginning of the year.  Most of
the drop in AUM occurred during the third quarter, when the global
equity markets fell dramatically.

The continued drop in equity prices during October suggests that
Marsico's AUM may be even lower going into 2009.  The company is
particularly vulnerable to declining stock prices because it is
exclusively a growth equity shop.

Marsico carries a very heavy debt load, which raises its financial
risk.  At the current level of AUM, which is significantly below
S&P's original expectations, revenues and cash flows for servicing
Marsico's heavy debt burden are weak.

Business risk at Marsico is high.  The company is focused
exclusively on growth equities, and portfolio managers tend to
hold large individual stock positions.  Key-man risk arises from
Tom Marsico, founder and CEO, also being the chief investment
officer and portfolio manager for the company's two flagship
mutual funds.


MATTRESS DISCOUNTERS: Can Drop Baseball Team Sponsorship
--------------------------------------------------------
The Hon. Thomas Catliota of The U.S. Bankruptcy Court for the
District of Maryland has granted Mattress Discounters Corp.
permission to drop its sponsorship of the Washington Nationals
baseball team, court documents say.

Reuters reports that the sponsorship deal was signed on Jan. 1,
2008.

According to Reuters, Mattress Discounters said that the agreement
was "burdensome" and that it doesn't give the company any benefit,
as the Nationals' baseball season was over.

Reuters relates tht Mattress Discounters said it made monthly
payments, beginning in April 2008, and scheduled to end last
month, to the baseball team for "certain sponsorship
opportunities" at the club's home ballpark this season.

Based in Upper Marlboro, Maryland, Mattress Discounters Corp. is a
specialty mattress retailer.  The company and Mattress Discounters
Corporation East filed separate petitions for Chapter 11 relief on
Sept. 10, 2008 (Bankr. D. Md. Case Nos. 08-21642 and 08-21644).
Kevin Kobbe, Esq., at DLA Piper LLP (US) represents the Debtor.

When Mattress Discounters Corp. filed for protection from its
creditors, it listed assets of between $10 million and $50
million, and debts of between $10 million and $50 million.

This is the second bankruptcy filing for Mattress Discounters
Corp.  The Debtor first filed for Chapter 11 protection on
Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330).  The Debtor
emerged from its first bankruptcy filing on March 14, 2003.


MCDERMOTT INTERNATIONAL: S&P Says Q3 Loss Doesn't Impact Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it maintains its
ratings and outlook on McDermott International Inc.
(BB+/Positive/--) and its affiliates in spite of a $20 million
third-quarter segment loss at the company's J. Ray McDermott S.A.
subsidiary.  J Ray recognized $90 million of contract losses in
the third quarter related to three projects in the Middle East due
to poor execution, schedule delays, and inclement weather.  Going
forward, J Ray's operating margins will be lower as a result of
these projects, and operating income will fall substantially below
S&P's expectations.  While losses on these fixed-price contracts
are concerning, McDermott's Babcock & Wilcox subsidiary has
performed better than expected this year, partially offsetting J.
Ray's weak results.  Furthermore, McDermott's overall liquidity is
strong with $1.2 billion of cash and investments as of Sept. 30,
2008.


MORGAN STANLEY: Moody's Junks Three Classes of Certificates
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of thirteen classes
and downgraded the ratings of six classes of Morgan Stanley
Capital I Inc., Series 2005-RR6:

   -- Class A-1, $48,523,419, Certificates Due 2043, affirmed at
      Aaa

   -- Class A-2 FX, $85,500,000, Certificates Due 2043, affirmed
      at Aaa

   -- Class A-2 FL, $80,000,000, Certificates Due 2043, affirmed
      at Aaa

   -- Class A-3 FX, $110,551,000, Certificates Due 2043, affirmed
      at Aaa

   -- Class A-3 FL, $60,000,000, Certificates Due 2043, affirmed
      at Aaa

   -- Class X, $523,796,481, Notional Due 2043, affirmed at Aaa

   -- Class A-J, $50,061,000, Certificates Due 2043, affirmed at
      Aaa

   -- Class B, $27,498,000, Certificates Due 2043, affirmed at
      Aa2

   -- Class C, $14,102,000, Certificates Due 2043, affirmed at A2

   -- Class D, $2,115,000, Certificates Due 2043, affirmed at A3

   -- Class E, $8,461,000, Certificates Due 2043, affirmed at
      Baa1

   -- Class F, $4,231,000, Certificates Due 2043, affirmed at
      Baa2

   -- Class G, $6,346,000, Certificates Due 2043, affirmed at
      Baa3

   -- Class H, $7,050,000, Certificates Due 2043, downgraded to
      Ba3 from Ba1

   -- Class J, $2,821,000, Certificates Due 2043, downgraded to
      B1 from Ba2

   -- Class K, $2,820,000, Certificates Due 2043, downgraded to
      B2 from Ba3

   -- Class L, $1,410,000, Certificates Due 2043, downgraded to
      Caa1 from B1

   -- Class M, $2,116,000, Certificates Due 2043, downgraded to
      Caa2 from B2

   -- Class N, $1,410,000, Certificates Due 2043, downgraded to
      Caa3 from B3

Moody's is downgrading the six classes due to realized and
expected losses from the underlying CMBS collateral.

As of the October 24, 2008 distribution date, the transaction's
aggregate collateral balance has decreased to $523.8 million from
$561.9 million at last review, due to $38.1 million in pay-downs
to the Class A-1 Certificates and realized losses of $1.8 million.
The Certificates are currently collateralized by 81 classes of
CMBS securities from 52 separate transactions.

Since last review, among the Moody's rated securities (64.9% of
the collateral pool balance), there have been 17 upgrades and no
downgrades to CMBS securities. Credit estimates were performed on
34 non-Moody's rated CMBS classes (35.1%).

Moody's uses a weighted average rating factor ("WARF") as an
overall indicator of the credit quality of a CRE CDO transaction.
Based on Moody's analysis, the current WARF is 847 compared to
1,109 at last review. Moody's reviewed the ratings or performed
credit estimates on all the collateral supporting the
Certificates. The distribution is as follows: Aaa -- Aa3 (34.1%
compared to 24.1% at last review), A1-A3 (19.1% compared to
13.7%), Baa1-Baa3 (15.2% compared to 24.3%), Ba1-Ba3 (17.5%
compared to 18.6%), B1-B3 (11.6% compared to 14.0%), and Caa1-NR
(2.5% compared to 5.3%).

The CMBS securities are from pools securitized between 1996 and
2005. The two largest vintage exposures are 1997 (21.1%) and 2000
(17.5%). The five largest CMBS exposures are ASC 1997-D5 (13.5%),
PNCMA 2000-C2 (4.8%), GMACC 1999-C3 (3.3%), JPMC 2000-C10 ( 3.2%)
and MSC 1999-LIFE1 (3.0%).

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis. Moody's prior full
review is summarized in a press release dated May 4, 2007.


MORGAN STANLEY: Moody's Puts Low-B Ratings on Five Classes
----------------------------------------------------------
Moody's Investors Service downgrades eight classes and affirms
seven classes of Morgan Stanley Capital I Inc., Series 2007-XLF9:

   -- Class A-1, $612,555,612, affirmed at Aaa

   -- Class A-2, $ 216,450,000, affirmed at Aaa

   -- Class X, Notional, affirmed at Aaa

   -- Class B, $ 44,110,000, affirmed at Aa1

   -- Class C, $37,810,000, affirmed at Aa2

   -- Class D, $37,810,000, affirmed at Aa3

   -- Class E, $37,810,000, affirmed at A1

   -- Class F, $37,810,000, downgraded to A3 from A2

   -- Class G, $37,810,000, downgraded to Baa1 from A3

   -- Class H, $37,810,000, downgraded to Baa2 from Baa1

   -- Class J, $37,810,000, downgraded to Ba1 from Baa2

   -- Class K, $31,500,000, downgraded to Ba3 from Baa3

   -- Class L, $31,512,221, downgraded to B3 from Ba1

   -- Class M-RND, $8,500,000, downgraded to Ba2 from Baa1

   -- Class N-RND, $4,000,000, downgraded to Ba3 from Baa3

Moody's is downgrading non-pooled Classes M-RND and N-RND, secured
by the trust junior portion of the Reunion Development loan, due
to declining market conditions. The senior pooled trust balance is
$22.5 million while the trust junior component is $12.5 million.
Moody's is downgrading pooled Class F through Class L due to
deteriorating pool performance.

The pooled Classes are secured by thirteen senior participation
interests of whole loans totaling $1.2 billion. The loans range in
size from 1.8% to 31.8% of the pool based on current principal
balances. As of the October 15, 2008 distribution date, the
transaction's pooled certificate balance has decreased by
approximately 4.7% to $1.2 billion from $1.3 billion at
securitization.

The largest loan, MSREF Resort Portfolio ($381.5 million -- 31.8%
of the pooled trust balance) is secured by a portfolio comprised
of three large, resort hotels totaling 2,532 rooms. Two of the
properties, JW Marriott Grand Lakes and the Ritz-Carlton Grand
Lakes, are located in Orlando, Florida on the same 325 acre
grounds and represent 57.0% of the loan by allocated balance. The
third property, the JW Marriott Desert Ridge is located in
Phoenix, Arizona and represents 43.0% of the loan by allocated
balance. All three of the hotels are oriented towards meeting and
group business. The sponsors of the loan are Morgan Stanley Real
Estate Funds (MSREF) and California State Teachers' Retirement
System (CalSTRS). The portfolio's RevPAR and net operating income
increased 5.9% and 8.9%, respectively from 2006 to 2007. However,
Smith Travel Research reports that of the top 25 U.S. cities it
covers, Phoenix, Arizona has the largest year to date August 2008
RevPAR decrease at 9.4%. Additionally, Moody's classifies the
Phoenix full-service hotel market as Red (0) in its Third Quarter
2008 Red-Yellow-Green TM Report. Smith Travel Research also
reports that, Orlando, Florida had a year to date August 2008
RevPAR decrease of 1.2%. Moody's classifies the Orlando full-
service hotel market as Yellow (57) in its Third Quarter 2008 Red-
Yellow-Green TM Report.

Due to the 2008 market decline in both markets, combined with
slowing meeting and group business, Moody's has increased it
pooled loan to value ratio ("LTV") to 79%, from 68% at
securitization. Moody's current underlying rating is Ba3, down
from Baa3 at securitization.

The 14 Wall Street Loan ($145.0 million -- 12.1% of the pooled
trust balance) is secured by a 37-story office building in
downtown Manhattan (directly across the street from the New York
Stock Exchange). The total collateral square footage is 1,009,806
SF consisting of 985,106 SF of office space and 24,700 SF of
retail space, which includes an Equinox fitness club. Per the June
2008 rent roll, the property was 78.8% occupied, up from 64.0% at
securitization. Net operating income has increased 8.3% from 2006
to 2007. The sponsors of the loan are Carlyle Investment
Management LLC and Capstone Equities. Moody's current underlying
rating is Baa2, the same as securitization. Moody's pooled LTV is
69%.

The 500 West Monroe Loan ($140.0 million -- 11.7% of the pooled
trust balance) is secured by a 46-story, class A office building
in Chicago's West Loop office market. The property consists of
950,286 SF of office space and 13,533 SF of retail space and is
located one block from both the Ogilvie Transportation Center and
Union Station. The Property has the largest in-building parking
structure in Chicago. The sponsor of the loan is Broadway Capital
Partners Fund III. Per the May 2008 rent roll, the property was
88.9% occupied. However, GATX Corporation, representing 20% of the
property's NRA, will be vacating in November 2008, decreasing the
occupancy to 69%. Moody's has increased it pooled LTV to 71%, from
68% at securitization. Moody's current underlying rating is Ba2,
down from Baa3 at securitization.

The EOP Denver Loan ($110.2 million -- 9.2% of the pooled trust
balance) is secured by three office buildings totaling 1.5 million
SF and located in the Uptown submarket of Denver, Colorado. The
Denver CBD office market is anticipated to see an increase in
supply over the next two years. According to Reis.com, a total of
2.1 million square feet of new office space will be added to the
property's submarket in 2009 and early 2010. In November 2007, the
Internal Revenue Service (the portfolio's largest tenant
representing 12.0% of the NRA) lease expired and the tenant
vacated. As of June 2008, the portfolio's occupancy was 82.3%,
down from 85.6% at securitization.

Due to an increase in new supply within the submarket and the
recent departure of the portfolio's largest tenant, Moody's has
increased it pooled LTV to 71%, from 64% at securitization.
Moody's current underlying rating is Ba1, down from Baa3 at
securitization.

The Great River Entertainment Complex Loan ($56.5 million -- 4.7%
of the pooled trust balance) is secured by a Burlington, Iowa
entertainment complex containing 250,000 square foot
indoor/outdoor family amusement park, a 145-key Best Western
hotel, the Catfish Bend Riverboat Casino (containing 14,472 SF of
gaming space) and the recently constructed Catfish Bend Inn & Spa
(contains 23,700 SF of gaming space) and a 40-key hotel. Due to a
decline in casino generated revenue and increased expenses, net
cash flow decreased from $6.4 million in 2006 to $1.3 million in
2007. Due to the decline in performance, Moody's has increased its
pooled loan LTV to 95%. Moody's current underlying rating has
fallen below investment grade.

The Reunion Land Development Loan ($22.5 million -- 1.9% of the
pooled trust balance) is secured by 438 acres of a 2,300 acre
master planned community known as Reunion Resort, located in
Orlando, Florida. The Reunion Resort is a residential golf
community that has three championship golf courses, a golf
academy, a health and fitness center/spa and a water park. The
loan was intended to fund pre-development of the remaining land in
the master plan community to accommodate a mixed-use project
encompassing condominiums, hotel, and commercial space. As of
October 2008, there has been no land releases. Moody's has altered
its current analysis to reflect the additional credit risk
associated with the current Orlando condominium market. Moody's
pooled LTV has increased to 49% from 35% at securitization.
Moody's current underlying rating of the pooled debt associated
with the collateral has dropped to Baa1 from A1 at securitization.

Additionally, there are junior trust loans secured by the asset
including rake classes M-RND and N-RND. Moody's is downgrading M-
RND to Ba2 from Baa1 and N-RND to Ba3 from Baa3.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis. Moody's prior full
review is summarized in a Presale Report dated August 7, 2008.


MORGAN STANLEY TRUST: S&P Affirms CCC Rating on Class Q Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 27
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2007-HQ12.

The affirmed ratings on the pooled certificates reflect credit
enhancement levels that provide adequate support through various
stress scenarios.

As of the Oct. 15, 2008, remittance report, the collateral pool
consisted of 97 loans with an aggregate trust balance of
$1.955 billion, compared with the same number of loans totaling
$1.959 billion at issuance.  The master servicer, Wells Fargo
Commercial Mortgage Servicing (Wells Fargo), reported financial
information for 99% of the pool, which was primarily full-year
2007 data.  Standard & Poor's calculated a weighted average debt
service coverage (DSC) of 1.19x for the pool, unchanged from the
level at issuance.  None of the loans in the pool are delinquent,
and there are two loans ($9.0 million, 0.5%) with the special
servicer, LNR Partners Inc. (LNR).  The trust has not experienced
any losses to date.

The top 10 loans have an aggregate outstanding balance of
$1.255 billion (64%) and a weighted average DSC of 1.14x,
unchanged since issuance.  The master servicer provided recent
inspection reports for seven of the assets underlying the top 10
loan exposures.  One of the six properties that secure the Parkoff
Portfolio loan ($170.0 million, 9%) was characterized as "fair"
but is being renovated.  The remaining assets that underlie the
top 10 exposures were characterized as "good."

The credit characteristics of the 529 Fifth Avenue, Deptford Mall,
and the Gentry Apartments loans are consistent with those of
investment-grade rated obligations.  Details of these loans are as
follows:

     -- 529 5th Avenue is the seventh-largest loan and has a trust
        balance of $65.0 million (3%).  In addition, the
        borrower's equity interest is secured by $15.0 million of
        mezzanine debt.  The loan is secured by the fee interest
        in a 273,912-sq.-ft. office property in midtown Manhattan.
        For the six-month period ended June 30, 2008, the property
        was 99% leased the DSC was 2.24x.  Standard & Poor's
        adjusted valuation is comparable to its level at issuance.

     -- The Deptford Mall loan is the eighth-largest loan in the
        pool and has a trust balance of $60 million and whole loan
        balance of $172.5 million.  The whole loan includes the
        $60 million pari passu note included in the Morgan Stanley
        Capital I Trust 2007-HQ12 trust, an $80 million pari passu
        note included in the Morgan Stanley Capital I Trust 2007-
        HQ11 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 is comparable to its level at
        issuance.

     -- The Gentry Apartments loan has a balance of $7.9 million
        and is secured by 247-unit cooperative in Brooklyn, N.Y.
        For the year ended Dec. 31, 2007, DSC was 1.46x and
        occupancy was 88%.  Standard & Poor's adjusted valuation
        is comparable to its level at issuance.

The Lakeview I and II loans ($9.0 million, 0.5%) are the only
loans with LNR.  They were transferred to LNR on Sept. 19, 2008,
due to a violation of the loan's non-alienation covenants.  The
borrower transferred the equity interest in the Lakeview II
borrowing entity into the Lakeview I borrowing entity without the
lender's consent.  The loans are cross-defaulted and cross-
collateralized, and are secured by two 100-unit multifamily
properties in Fresno, Calif.  The borrower has not reported
financial information since issuance.  LNR expects to complete a
loan modification that would allow the transfer of interests.  LNR
will return the loan to the master servicer after the interests
are transferred.

There are eight loans ($44.3 million, 23%) in the pool that have
reported low DSC.  The eight loans with low DSC are secured by a
variety of property types with an average balance of $55.0 million
and have experienced a weighted average decline in DSC of 5% since
issuance.  For the loans with DSC that S&P had expected to
stabilize over a period of time, S&P used the DSC at issuance on
an as-is basis in order to calculate the decline.  The eight loans
have significant debt service reserves or are secured by
properties that are in various stages of lease up, and S&P expects
the net cash flow available for debt service to improve in the
future.

Wells Fargo reported a watchlist of eight loans ($613.1 million,
31%).  The two largest loans in the pool appear on the watchlist
due to low DSC, but both loans have significant debt service
reserves and are not credit concerns at this time.

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

                       RATINGS AFFIRMED

Morgan Stanley Capital I Trust 2007-HQ12
Commercial mortgage pass-through certificates

   Class    Rating            Credit enhancement (%)
   -----    ------            ----------------------
   A-1      AAA                                30.05
   A-1A     AAA                                30.05
   A-2      AAA                                30.05
   A-2FL    AAA                                30.05
   A-3      AAA                                30.05
   A-4      AAA                                30.05
   A-5      AAA                                30.05
   A-M      AAA                                20.03
   AMFL     AAA                                20.03
   AJ       AAA                                12.65
   AJFL     AAA                                12.65
   B        AA                                 10.52
   C        AA-                                 9.39
   D        A                                   8.14
   E        A-                                  7.39
   F        BBB+                                6.14
   G        BBB                                 5.01
   H        BBB-                                3.88
   J        BB+                                 3.13
   K        BB                                  2.88
   L        BB-                                 2.50
   M        B+                                  2.25
   N        B                                   2.00
   O        B-                                  1.75
   P        CCC+                                1.50
   Q        CCC                                 1.25
   X        AAA                                  N/A

                      N/A -- Not applicable


MOUNTAIN ADVENTURE: Court Converts Case to Chapter 7 Liquidation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado converted
on Oct. 3, 2008, Mountain Adventure Property Investments, LLC's
Chapter 11 case to a Chapter 7 liquidation.

On Sept. 8, 2008, Vectra Bank Colorado, N.A. asked the Court to
convert the Debtor's case to a Chapter 7, "to stop [the] ongoing
waste".

As reported in the Troubled Company Reporter on Oct. 7, 2008, the
Debtor told the Court that it objected to Vectra's motion to have
its Chapter 11 case converted to a Chapter 7, asserting that the
best interests of the creditors are best served by this case
remaining in Chapter 11 and permitting Debtors to sell properties
via an auction and file a liquidating plan of reorganization.

                     About Mountain Adventure

Based in Hayden, Colorado, Mountain Adventure Property
Investments, LLC is a real estate developer and the owner of an
approximately 41 acre real property located in Routt County,
Colorado, known as Lake Village, Phase, Filing 1, the Villages at
Hayden.  The Debtor was founded on May 19, 2006, by 4S
Development, Ltd., LLLP; Grassy Creek Holding Company, LLC; Oasis
Development, LLC; and Robinson & Sons, LLC.  The Debtor filed for
Chapter 11 relief on Jan. 23, 2008 (D. Colo. Case No. 08-10744).
Douglas W. Jessop, Esq., J. Brian Fletcher, Esq., and K. Lane
Cutler, Esq., at Jessop & Company, P.C. represent the Debtor as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets and debts of $10 million to $50 million, each.


MOUNTAIN VIEW: Ready to Sell Golf Property on Nov. 20 for $250,000
------------------------------------------------------------------
Mountain View Golf Properties, Inc., will ask the U.S. Bankruptcy
Court in Pittsburgh on Nov. 20, 2008, for permission to sell to
the highest bidder its real estate located at 2373 Morgantown
Road, Uniontown, Fayette County, Pa., Parcel ID No. 14-15-0032,
approximately 17.09 acres, Deed of Record Volume 2799, page 1696.

Objections to the sale must be filed on or before Nov. 13, 2008,
and served on:

   Mary Bower Sheats, Esq.
   1310 Allegheny Building
   429 Forbes Avenue
   Pittsburgh, PA 15219

Inquiries concerning the terms and conditions of the sale and
requests to view the property are to be directed to Ms. Sheats at
(412) 281-7266 by telephone.

The Debtor has an agreement in hand to sell the property for
$250,000, subject to higher and better offers which will be
considered at the Nov. 20 hearing.

Mountain View Golf Properties, Inc., sought chapter 11 protection
(Bankr. W.D. Pa. Case No. 08-23871) from its creditors on June 11,
2008.  At the time of the filing, the debtor estimated its assets
exceeded $1 million and its liabilities were less than $500,000.


MPC CORPORATION: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MPC Corporation
       906 East Karcher Road
       Nampa, ID 83687
       fka HyperSpace Communications Inc.

Bankruptcy Case No.: 08-12673
Debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                     Case No.
       ------                                     --------
MPC Computers, LLC                                 08-12667
Gateway Companies, Inc.                            08-12668
MPC-G, LLC                                         08-12669
GTG PC Holdings, LLC                               08-12670
Gateway Pro Partners, LLC                          08-12671
MPC-Pro, LLC                                       08-12672
MPC Solutions Sales, LLC                           08-12674
Gateway Professional, LLC                          08-12675
Chapter 11 Petition Date: November 6, 2008

Type of Business: The Debtors sell personal computer and provides
                 computer softwares and hardwares to mid-size
                 businesses, government agencies and education
                 organizations.  The Debtors acquired Gateway
                 Professional Divison from Gateway Inc. and
                 Gateway Technologies Inc. in October 1, 2007.

                 See: http://www.mpccorp.com
Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Richard A. Robinson, Esq.
                 rrobinson@reedsmith.com
                 Reed Smith LLP
                 1201 Market Street, Suite 1500
                 Wilmington, DE 19801
                 Tel: (302) 778-7555
                 Fax: (302) 778-7575

Financial Advisor: Focus Management Group USA, LLC

The Debtors' financial condition as of June 30, 2008:

Total Assets: $258.3 million

Total Debts: $277.8 million

The Debtor's Largest Unsecured Creditors:

  Entity                     Nature of Claim    Claim Amount
  ------                     ---------------    ------------
Flextronics Logistics         trade creditor     $24,612,824
USA Inc.
6380 E. Holmes Road
Memphis, TN 38141
Tel: (408) 646-8090

Flextronics International     trade creditor     $22,721,924
Latin America Ltd.
7D Main Office Tower
Financial Park Lubuan
Complex
Jalan Mardeka
WP Lubuan, 87000
Tel: (408) 646-8090

Microsoft                     trade creditor    $711,915,605
PO Box 100430
Atlanta, GA 30384-0430
Tel: (425) 706-9949

Arima Photovoltaic &          trade creditor    $7,211,757
Optical Corp.
N. 168, Jiao Tong
North Road
Jingsu, PRC 215200
Tel: (408) 646-8090

Quanta Computer USA Inc.      trade creditor    $7,002,910
No. 211 Wen Hwa
2nd Kuel Shan Hsiang
Tao Yuan Shien
Taiwan, Republic of China
Tel: (886) 912-284-688

Intel America Inc.            trade creditor    $5,603,633
PO Box 100017
Pasadena, CA 91189-0017
Tel: (718) 352-4195

Document Storage Systems      trade creditor    $3,793,620
Inc.
c/o AmeriBank 8895
North Military Trail
Suite 101-D
Palm Beach
Gardens, FL 33410
Tel: (561) 227-0207

EliteGroup Computer           trade creditor    $3,590,027
Sytems Inc.
PO Box 45692
San Francisco, CA 94145-0692

Quanta Service Nashville, LLC trade creditor    $3,159,690
1621 Heil Quaker Road
Lavergne, TN 37086
Tel: (615) 501-7501

Transgroup                    trade creditor    $1,860,664
PO Box 69207
Seattle, WA 98168
Tel: (208) 426-0700

Tech Data Corporation         trade creditor    $1,587,786
PO Box 100166
Pasadena, CA 91189-0166
Tel: (800) 237-8931

Technology Insurance          trade creditor    $1,535,927
Company
59 Maiden Lane, 6th Floor
New York, NY 10038
Tel: (646) 458-7918

EMC Corporation               trade creditor    $1,414,933
4246 Collections Center
Drive
Chicago, IL 60693
Tel: (508) 293-6411

Eagle Rock Capital            trade creditor    $1,251,683
24 W. 40th Street, Fl. 10
New York, NY 10018-3904
Tel: (212) 278-2141

Hitachi Global Storage        trade creditor    $1,083,827
Technologies
5600 Cottle Road
San Jose, CA 95193
Tel: (4080) 717-5543

Flextronics Marketing         trade creditor    $1,047,120
Lubuan Ltd.
Financial Park Lubuan
Complex, Unit 7D
Main Office Tower
Jalan Merdeka, WP
Lubuan, MY 87000
Tel: (408) 646-8090

Vitria Technology Inc.        trade creditor    $1,015,201
Dept. Ch. 17024
Palantine, IL 60055-7024
Tel: (408) 212-2375

United Parcel Service         trade creditor    $1,003,834
PO Box 6500580
Dallas, TX 75265
Tel: (800) 742-5877

Absolute Software Inc.        trade creditor    $959,507
#1600-1055 Dunsmuir St.
PO Box 49211
Vancouver, British
Columbia V7x 1K8
Tel: (604) 628-5119

Prism Pointe  Technologies    trade creditor    $881,624

Teleplan                      trade creditor    $873,862

Centon Electronics            trade creditor    $858,098

Top Victory Investments       trade creditor    $832,538
Limited

Englight Corp.                trade creditor    $732,716

Palit Multimedia Inc.         trade creditor    $709,975

Kace Networks                 trade creditor    $693,398

Think Computers Products      trade creditor    $681,786

Flextronics Computer          trade creditor    $679,303
(Texas) Corp.

FedEx                         trade creditor    $677,585

Softchoice Corporation        trade creditor    $641,769


MPC CORPORATION: Files Chapter 11 Bankruptcy in Delaware
--------------------------------------------------------
MPC Corporation together with eight of its affiliates filed a
voluntary petition for relief and reorganization under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.

The company said acquisition of all capital stock of Gateway
Companies Inc. and outsourcing of manufacturing to Flextronics
Computing Mauritius Limited under Manufacturing Services Agreement
dated April 14, 2008, coupled with the present liquidity issues
impaired its ability to continue operating its business.

The company's operations are expected to continue during the
reorganization process.  The company laid off 560 employees, or
62% of its total workforce, before it filed for bankruptcy.

"Unforeseen issues surrounding our integration of the Gateway
Professional business unit, combined with adapting the operations
of our manufacturing partner to additional customized requirements
have proven more challenging than originally anticipated, and have
contributed to extensive losses," John Yeros, the company's chief
executive officer, said.  "We evaluated all strategic
alternatives, and concluded that the filing was necessary at this
time."

The company's stock and warrants were delisted from the NYSE
Alternext US LLC exchange effective Nov. 4, 2008.  It is not
anticipated that there will be any distribution to equity holders
in conjunction with the bankruptcy cases.

The company has $258.3 million in total assets and $277.8 million
in total liabilities as of June 30, 2008.  The company posted
$12 million in net loss for the three months ended June 30, 2008,
compared to $25 million net loss for the same period a year ago.
The company owes $110.6 million to its unsecured creditors
including Flextronics Logistics USA Inc. owing $24.6 million;
Flextronics International Latin America Ltd. owing $22.7 million;
Microsoft owing $11.9 million and Arima Photovoltaic & Optical
Corp. owing $7.2 million.

The company has 875,717 shares of preferred stock and $34,220,299
shares of common stock.  Gateway Inc. holds 17.1% interest in the
company.

Reed Smith, LLP will represent the Company in connection with the
bankruptcy case.

Focus Management Group USA, LLC has been retained as financial
advisors to the company and to assist with the bankruptcy process.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?34bb

                            About MPC

MPC Corporation -- http://www.mpccorp.com-- sells personal
computer.  The company provides computer softwares and hardwares
to mid-size businesses, government agencies and education
organizations.  The company acquired Gateway Professional Divison
from Gateway Inc. and Gateway Technologies Inc. in October 1,
2007.


MURPHY ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Alfred G. Murphy
        dba Murphy Enterprises
        640 W. Conway Street
        Baltimore, MD 21230

Bankruptcy Case No.: 08-24152

Chapter 11 Petition Date: October 30, 2008

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Howard M. Heneson, Esq.
                  Howard M. Heneson, P.A.
                  810 Glen Eagles Court, Suite 301
                  Towson, MD 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389
                  E-mail: hheneson@bankruptcymd.com

Total Assets: $1,364,445

Total Debts: $2,622,017

A copy of the Debtor's petition, its schedules of assets and
liabilities, schedules of financial affairs, and a list of its 20
largest unsecured creditors are available at no charge at:

           http://bankrupt.com/misc/mdb08-24152.pdf


MURPHY ENTERPRISES: Section 341(a) Meeting Set for November 26
--------------------------------------------------------------
The United States Trustee for Region 4 in Baltimore, Maryland,
will convene a meeting of creditors of Alfred G. Murphy, doing
business as Murphy Enterprises, on November 26, 2008 at 12:00 p.m.
The meeting will take place at 341 meeting room #2650 at 101 W.
Lombard St., in Baltimore.

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.

In addition, parties-in-interest in the Debtor's cases may file
proofs of claim against the estate by February 24, 2009.

Baltimore, Maryland-based Alfred G. Murphy, dba Murphy Enterprises
filed for chapter 11 bankruptcy protection on October 30, 2008.
(Bankr. D. Md. Case No. 08-24152).  The Hon. James F. Schneider
oversees the case.  Howard M. Heneson, Esq., in Towson, Maryland,
represents the Debtor as counsel.  When it filed for bankruptcy,
the Debtor disclosed $1,364,445 in total assets, and $2,622,017 in
total debts.


NATIONAL LAMPOON: Can't File Annual Report on Time
--------------------------------------------------
National Lampoon, Inc., informed the Securities and Exchange
Commission that it won't be able to file on time its Annual Report
on Form 10-K for the period ended July 31, 2008, without
unreasonable effort or expense.  The company does not yet have all
the information it needs to complete the preparation of its Annual
Report, Daniel S. Laikin, its Chief Executive Officer, explained.
Mr. Laikin said the annual report will be filed on or before the
15th calendar day following the prescribed due date.

Based in West Hollywood, California, National Lampoon Inc.
(AMEX: NLN) -- http://www.nationallampoon.com/-- is active in a
broad array of media and entertainment segments.  These include
feature films, television programming, online and interactive
entertainment, home video, audio, and book publishing.  The
company also owns interests in all major National Lampoon
properties, including National Lampoon's Animal House, the
National Lampoon Vacation series and National Lampoon's Van
Wilder.

                       Going Concern Doubt

Weinberg & company P.A., in Los Angeles, expressed substantial
doubt about National Lampoon Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended July 31, 2007.  The auditing firm
pointed to the company's working capital deficiency of $7,196,255
and accumulated deficit of $41,257,284 as of July 31, 2007, and a
net loss of $2,504,170 for the year ended July 31, 2007.

The company had a net loss of $1,918,546 for the nine months ended
April 30, 2008.  The company also had a negative working capital
of $7,467,403 and shareholders' deficiency of $3,750,368 at
April 30, 2008.


NORCRAFT COS: S&P Affirms 'B+' CCR; Outlook Neg on Q3 Results
-------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on kitchen
and bath cabinet maker Norcraft Holdings LP, and its subsidiary,
Norcraft Cos. LP, to negative from stable.  At the same time, S&P
affirmed all ratings on the companies, including the 'B+'
corporate credit ratings.

"The outlook revision follows Norcraft's weaker-than-expected
third-quarter operating results and S&P's expectation that the
ongoing housing downturn and weak U.S. economy will further weaken
earnings and cash flow in 2009," said Standard & Poor's credit
analyst Thomas Nadramia.

As a result, the trailing-12-month EBITDA level has weakened
approximately 25% to $55 million, and gross debt to EBITDA has
risen to approximately 4.8x, a level S&P would consider to still
be appropriate for the rating.  Still, S&P expects Norcraft will
maintain adequate liquidity during this period, mainly derived
from more than $50 million in balance sheet cash and $55 million
in revolving credit facility availability.  In addition, covenants
under its bank agreement appear to have adequate cushion unless
EBITDA deteriorates more than expected from current levels.  The
covenant calculation includes only debt at Norcraft and excludes
$121.9 million of structurally subordinated debt at Norcraft
Holdings.

The rating on Eagan, Minn.-based Norcraft reflects the company's
small sales and asset base, highly leveraged financial risk
profile, and limited product diversity in a cyclical industry.
The rating also reflects the company's national presence and
relatively good cost position.

Norcraft is a manufacturer in the highly fragmented and cyclical
kitchen and bathroom cabinet industry, an industry that depends
almost exclusively on residential remodeling and new construction.
Norcraft is small compared with its competitors.  The company had
about $350 million in revenues for the 12 months ended Sept. 30,
2008, an almost 10% reduction year over year that was triggered by
downturn in new residential construction.  However, in the three
months ended Sept. 30, 2008, revenues declined about 20%, mainly
as a result of recessionary pressures hurting the repair and
remodeling sector of the company's business, a trend S&P expects
will continue in the near term.


NRG ENERGY: Turns Down Exelon's $6.2-Billion Buyout Offer
---------------------------------------------------------
Matthew Karnitschnig and Rebecca Smith at The Wall Street Journal
reports that NRG Energy Inc. has declined Exelon Corp.'s
$6.2-billion buyout offer.

WSJ relates that Exelon disclosed its buyout offer to NRG on Oct.
19, 2008.  Exelon's CEO John Rowe said that he thought NRG's
assets would fit well with Exelon's, adding many additional units.

According to WSJ, Exelon offered to pay in an unsolicited bid in
October a fixed exchange ratio of 0.485 Exelon share for each NRG
share. NRG said in a letter to Exelon on Sunday that its low stock
price was an "unwarranted aberration" and shouldn't be regarded as
a basis of a deal.

NRG, says WSJ, has doubts that Exelon could fund the transaction.
According to the report, NRG is concerned that Exelon might not be
able to finance for the deal and finance the company's operations
in the future.

Citing a person familiar with NRG's board discussion, WSJ relates
that if it persisted in its effort to buy NRG, Exelon risked
having its investment rating cut to below investment grade.
According to the report, The source said that NRG has a fleet of
power plants that are performing well but doesn't have an
investment-grade credit rating, and "there is no financing
available."

WSJ states that the transaction would likely trip "change in
control" provisions of debt agreements and could have required NRG
to refinance $8 billion of debt, likely at a higher cost.

WSJ quoted an Exelon spokesperson as saying, "Our board will
review the NRG response and we will determine our next steps."

                             About Exelon

Headquartered in Chicago, Exelon is the holding company for non-
regulated subsidiary, ExGen and for regulated subsidiaries,

Commonwealth Edison Company (ComEd; Baa3 senior unsecured, stable
outlook) and PECO Energy Company (PECO; A3 Issuer Rating, stable
outlook). At December 31, 2007, Exelon had total assets of US$45.4
billion.

                             About NRG

Headquartered in Princeton, NRG Energy, Inc., owns and operates
power generating facilities, primarily in Texas and the northeast,
south central and western regions of the United States. NRG also
owns generating facilities in Australia and Germany.

As reported in the Troubled Company Reporter on Oct. 22, 2008,
Fitch Ratings kept its 'CCC+/RR6' convertible preferred stock
rating on NRG.


OMNOVA SOLUTIONS: Moody's Moves B2 Rating Outlook to Negative
-------------------------------------------------------------
Moody's Investors Service moved the rating outlook for OMNOVA
Solutions Inc. to negative from stable and affirmed its Corporate
Family Rating and other ratings. The change in outlook reflects
the continued pressure on operating margins and expectations for
weak end markets over the next twelve months.

OMNOVA Solutions Inc.

   Outlook: Negative from stable

   Ratings Affirmed:

   * Corporate Family Rating -- B2

   * Probability of Default Rating -- B2

   * $150 million Gtd Sr Sec Term Loan B due 2014 -- B2 (LGD4,
     50%) from B2 (LGD4, 52%)

OMNOVA's margins and free cash flow have declined over the past
two years, primarily due to rising raw material, energy and
transportation costs that the company has not been able to fully
pass through to its customers on a timely basis as a result of
weak end markets. OMNOVA has taken steps to grow sales and reduce
its expenses through reducing manufacturing and selling, general
and administrative costs and debt refinancing (May 2007), but
these measures have not been sufficient to offset the impact of
margin erosion on free cash flow. While the decline in crude oil
prices in the second half of 2008 will likely result in lower raw
material costs, albeit with a time lag, Moody's expects margins to
continue to be pressured due to weak market conditions (e.g., in
housing, commercial construction and refurbishments, marine) that
could last through 2009. Also, the price of butadiene, a key raw
material for OMNOVA, may not decline in line with crude oil's
price decline due to the butadiene short supply situation. The
Corporate Family Rating could be downgraded if the company's
margins, free cash flow or liquidity deteriorated.

OMNOVA's liquidity is primarily supported by its revolving credit
facility, cash balances ($16 million as of August 31, 2008) and
free cash flow, which is typically positive in the second half of
its fiscal year ending in November. Availability under the
revolver was $35 million as of August 31, 2008. The recent fall in
raw material prices should provide some working capital relief
through the end of the year. Revolver availability and liquidity
is expected to decline in OMNOVA's first two fiscal quarters of
2009 due to the normal seasonal build in working capital.
Difficult economic conditions and weak end markets could result in
decreased cash flow from operations, that could reduce liquidity.

OMNOVA manufactures decorative and functional surfaces, emulsion
polymers and specialty chemicals. The company operates in two
business segments, Decorative Products (approximately 36% of
FY2007 consolidated net sales), which makes commercial wall
coverings, coated fabrics and decorative laminates, and
Performance Chemicals (approximately 64% of FY 2007 consolidated
net sales), which offerings include binders, coatings and
adhesives for the paper and carpet industries. OMNOVA is a
producer of styrene butadiene latex in North America.

Headquartered in Fairlawn, Ohio, OMNOVA was formed when it was
spun-off from GenCorp in 1999. In June 2008, Moody's moved the
company's outlook from positive to stable following weak margins
as a result of elevated raw material prices. Revenues were $846
million for the LTM ended August 31, 2008.


OAKRIDGE HOMES: Asks Court's Authority to Sell 2 Lots for $875,000
------------------------------------------------------------------
Oakridge Homes LLC asks the U.S. Bankruptcy Court for the Central
District of California for the approval of the sale of Lots 1 and
2 of its 20-lot residential subdivision in Stevenson Ranch,
California, to Cullen Chen, Arlen J. Chen and Chee Chen for Lot
No. 1 and William H. Chen for Lot No. 2, free and clear of all
liens and encumbrances, for the collective purchase price of
$875,000.

Existing liens and encumbrances against the two lots shall attach
to the proceeds of the sale of the lots with the same extent,
priority and validity as they had prior to the sale.

The lots are encumbered by liens totalling (in their original
amounts) $7,355,000.

The Debtor tells the Court that the the sale will benefit the lien
holders, including Cathay Bank which holds a deed of trust dated
Oct. 12, 2004, in the sum of $3,200,000.  Dong Mei Tong, who holds
two deeds of trust in the aggregate sum of $355,000, consents to
the sale of the lots.  Cathay Bank, which will not be paid in full
from the sales, is being paid a substantial portion of its debts.

The Debtor tells the Court that it must deliver clear title to the
purchasers in December or risk losing the sale.  The Debtor adds
that the sale represent the highest and best offers received for
the respective lots and given the depressed real estate market, is
in the best interest of the estate and should be approved.

Nasir Eftekhari, the managing member of Oakridge Homes, LLC,
assures the Court that none of the purchasers is an insider of the
Debtor, and that the respective purchasers are "good faith"
purchasers.

Based in Valencia, California, Oakridge Homes, LLC is a
homebuilder.  The company filed for Chapter 11 on June 13, 2008
(C.D. Calif. Case No. 08-13977).  Gil Hopenstand, Esq., Ron
Bender, Esq., and Tania M. Moyron, Esq., at Levene, Neale, Bender,
Rankin & Brill LLP, represent the Debtor as counsel.  The company
listed assets of $20,038,129 and liabilities of $28,552,123.


OAKRIDGE HOMES: Opposes Appointment of Chapter 11 Trustee
---------------------------------------------------------
Oakridge Homes LLC filed with the U.S. Bankruptcy Court for the
Central District of California its opposition to the motion by
Cathay Bank, the first trust deed holder on its 20-lot residential
subdivision in Stevenson Ranch, California, for the appointment of
a Chapter 11 trustee in its Chapter 11 case.

In support of its opposition to the motion, the Debtor states:

  a) The slow pace of the sale of the vacant lots is not reason
     enough for the appointment of a trustee.  The Debtor told the
     Court that it is aggressively marketing the lots, and that
     the lack of sale closings was not the result of "fraud or
     "gross mismanagement", as Cathay accuses.

  b) There is no evidence of wrongdoing and there is no need for
     the appointment of a trustee.  The appointment of a Chapter
     11 trustee would only cause more delays and would just burden
     the estate with statutory expenses.

  c) It is not "fraud" that Tammy Castro backed out of the sale of
     Lot No. 2 for financial reasons, or that the sale of Lots 11,
     12 and 13 to Dana Kellstrom is not finalized because he is
     interested in purchasing different lots than those identified
     in the Sale Motion.  The Debtor tells the Court that it
     rejected an offer from Mr. Kellstrom to purchase three prime
     lots after a careful determination was made that the offer
     did not meet the particular lots' values.

  d) The Debtor has not provided evidence that a trustee would be
     more successful in selling the lots because, for the four
     months between Feb. 13, 2008, and June 13, 2008, the Debtor
     was overseen by a receiver who did not consummate a single
     sale.

  3) Cathay Bank has not met the required burden of proving by
     clear and convincing evidence that a trustee is in the best
     interests of the creditors to appoint one.

In its reply to the Debtor's opposition to its motion for the
appointment of a Chapter 11 trustee in the Debtor's bankruptcy
case, Cathay Bank tells the Court that:

  1) Mr. Kellstrom testified that he did not enter into a
     "binding" contract to buy the three properties  and that no
     such contract existed.  He indicated that while he had put
     together an offer for other lots which were to be specified
     at a later date, the Debtor's principal Nick Eftekhari had
     never signed the offer.  Mr. Kellstrom also testified that
     Mr. Eftekhari categorically knew that he was not interested
     in lots 11 and 12.  The un-executed purchase offer expired by
     its own terms prior to the sale motion presented to the
     Court.  Mr. Kellstrom added that he had never authorized Mr.
     Eftekhari to present the sale agreement to the Court or to
     indicate that he wanted to buy lots 11 and 12.

  2) Mr. Bonn testified that Tammy Castro is the mother-in-law of
     Mr. Efterkari's daughter, a fact never disclosed to the
     Court, and that Ms. Castro could never qualify for financing
     to complete the contract Mr. Eftekhari presented to the Court
     for her.

  3) Mr. Eftekhari admits that the Kellstrom contract had expired,
     but claims that there was an extension in writing, but did
     not produce said writing.

Cathay Bank tells the Court that the Debtor has made numerous
misrepresentations before the Court.  Mr. Eftekhari has admitted
to knowing little to nothing about the Kellstrom deal even though
he provided a declaration under penalty of perjury that the Debtor
had a binding contract with Mr. Kellstrom.  Cathay Bank adds that
Mr. Eftekhari is self dealing, trying to buy lots for himself.
Cathay Bank also relates that Mr. Eftekhari presented to the Court
a purchase agreement from a relative without telling the Court who
she was.

Based upon the foregoing, Cathay Bank tells the Court that it is
time for someone other that Mr. Eftekhari to be running the
estate, and that the Court should grant its motion for the
appointment of a Chapter 11 trustee.

Based in Valencia, California, Oakridge Homes, LLC is a
homebuilder.  The company filed for Chapter 11 on June 13, 2008
(C.D. Calif. Case No. 08-13977).  Gil Hopenstand, Esq., Ron
Bender, Esq., and Tania M. Moyron, Esq., at Levene,
Neale, Bender, Rankin & Brill LLP, represent the Debtor as
counsel.  The company listed assets of $20,038,129 and liabilities
of $28,552,123.


OAKRIDGE HOMES: Wants to Employ RE/MAX as Real Estate Broker
------------------------------------------------------------
Oakridge Homes, LLC asks the U.S. Bankruptcy Court for the Central
District of California for authority to employ RE/MAX of Santa
Clarita as its real estate broker, to market 15 of the 20 lots at
its residential subdivision in Stevenson Ranch, in California, at
the expense of the bankruptcy estate.

Any sale of lots at the Property by the Debtor will be subject of
a separately filed motion to obtain Court authority to sell the
property or by way of a Chapter 11 plan of reorganization.

Pursuant to the Listing Agreements, the Debtor shall pay RE/MAX an
8% commission, to be shared up to 4% with the buyer's agent.  The
initial term of the listing will be from Sept. 29, 2008, to
Sept. 29, 2009.

Ms. Rose discloses that she and her husband were the former owners
of WRA Engineering, which filed a mechanic's lien against the
Property for unpaid services rendered to the Debtor.  Ms. Rose
informed the Court they continue to receive regular payments from
WRA for the unpaid balance of the full purchase price, and that
they continue to work for WRA and draw regular salaries from the
company.

Patricia Rose, a realtor with RE/MAX of Santa Clarita, assures the
Court that RE/MAX does not hold or represent any interest adverse
to the Debtor or its estate and that her position with respect to
WRA does not alter her status or RE/MAX's status as a
"disinterested person" as that term is defined in Sec. 101(14) of
the Bankruptcy Code.

Based in Valencia, California, Oakridge Homes, LLC is a
homebuilder.  The company filed for Chapter 11 on June 13, 2008
(C.D. Calif. Case No. 08-13977).  Gil Hopenstand, Esq., Ron
Bender, Esq., and Tania M. Moyron, Esq., at Levene,
Neale, Bender, Rankin & Brill LLP, represent the Debtor as
counsel.  The company listed assets of $20,038,129 and liabilities
of $28,552,123.


ON THE GO: Can't File Annual Report on Time
-------------------------------------------
Metro One Development, Inc., fka On the Go Healthcare, Inc.,
informed the Securities and Exchange Commmission that it is unable
to file, without unreasonable effort and expense, its Form 10-K
Annual Report for the period ended July 31, 2008, because its
audited financial statements for that period have not been
completed and as a result, its auditors have not yet had an
opportunity to complete their audit of the financial statements.
It is anticipated that the Form 10-K Annual Report, along with the
audited financial statements, will be filed on or before the 15th
calendar day following the prescribed due date of the company's
Form 10-K.

Headquartered in Ontario, Canada, On The Go Healthcare
Inc. (OTC BB: OGOH) -- http://www.onthegohealthcare.com/-- doing
business as On The Go Technologies Group, operates as a value
added distributor of computer and computer related products.  The
company operates primarily in Canada.

                      Going Concern Doubt

At Jan. 31, 2008, the company had not yet achieved profitable
operations, had accumulated losses of $20,061,713 since its
inception, had a working capital deficiency of $692,911 and
expects to incur further losses in the development of its
business.  The company believes these factors raise substantial
doubt about the company's ability to continue as a going concern
under generally accepted accounting principles.


ONE-EXECUTIVE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: One-Executive Tower LLC
        12426 West Explorer Drive, Suite 220
        Boise, ID 83713

Bankruptcy Case No.: 08-12666

Type of Business: Douglas L. Swenson, president and secretary of
                  the sole member of FOR 1031 LLC, owns 100% the
                  Debtor.

Chapter 11 Petition Date: November 6, 2008

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: James L. Patton, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6684

Special Counsel: Foley & Lardner

Notice, Claims and Balloting Agent: Kurztman Carson Consultants
                                    LLC

Estimated Assets: $500,000 to $1 million

Estimated Debts: $1 million to $10 million

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


P SHALOM: Case Summary & Largest Unsecured Creditor
---------------------------------------------------
Debtor: P. Shalom Publications Inc.
        115 Broadway, 3rd Fl.
        New York, NY 10006
        Tel: (212) 785-3041

Bankruptcy Case No.: 08-14399

Type of Business: The Debtor operates a publishing company.

Chapter 11 Petition Date: November 6, 2008

Court: Southern District of New York (Manhattan)

Debtor's Counsel: David Carlebach, Esq.
                  david@carlebachlaw.com
                  Law Offices of David Carlebach
                  40 Exchange Place
                  New York, NY 10005
                  Tel: (212) 785-3041
                  Fax: (212) 785-3618

Total Assets: $4,500,000

Total Debts: $3,426,270

The Debtor's Largest Unsecured Creditor:

   Entity                                        Claim Amount
   ------                                        ------------
National Grid                                    $170
One MetroTech Center, 16th Floor
Brooklyn, NY 11201


PALMDALE HILLS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Palmdale Hills Property, LLC,
2392 Morse Avenue
        Irvine, CA 92614

Bankruptcy Case No.: 08-17206

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
SunCal Beaumont Heights, LLC                       08-17209
SunCal Johannson Ranch, LLC                        08-17225
SunCal Summit Valley, LLC                          08-17227
SunCal Emerald Meadows LLC                         08-17230
SunCal Bickford Ranch, LLC                         08-17231
Acton Estates, LLC                                 08-17236
Seven Brothers LLC                                 08-17240
SJD Partners, Ltd.                                 08-17242
Kirby Estates, LLC                                 08-17246
SCC/Palmdale, LLC                                  08-17224
SunCal Communities I, LLC                          08-17248
SunCal Communities III, LLC                        08-17249
SJD Development Corp.                              08-17245

Type of Business: The Debtors develops real estate property.

Chapter 11 Petition Date: November 6, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Paul J. Couchot, Esq.
                  pcouchot@winthropcouchot.com
                  Winthrop Couchot PC
                  660 Newport Ctr. Dr., Ste. 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  Fax: (949) 720-4111

Total Assets: $100 million to $500 million

Total Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Brockmeier Consulting                            $280,851
Engineers Inc.
1304 Olympic Blvd.
Santa Monica, CA 90404-3726
Tel: (310) 450-2879
Fax: (310) 450-9127

Klassen Corporation                              $255,999
P.O. Box 758
Somis, CA 93066
Tel: (805) 389-4655
Fax: (805) 389-3129

Staats Construction Inc.                         $148,854
28343 Kelly Johnson Pkwy.
Valencia, CA 91355
Tel: (661) 294-1866
Fax: (661) 294-1862

Stantec Consulting Inc.                          $140,269

SME Construction Inc.                            $116,870

Mayer Brown LLP                                  $102,500

The Corporation for Int.                         $75,000
Rate Mgmt.

Professional Pipeline                            $68,398
Contractors Inc.

South Pac Industries Inc.                        $59,761

Voss Cook & Thel LLP                             $59,183

KTGY Group Inc.                                  $47,010

Summers/Murphy & Partners                        $44,250
Inc.

Asphalt Professionals                            $35,528

Sierra Cascade Construction                      $35,005
Inc.

Jackson DeMarco Tidus &                          $31,839
Peckenpaugh

Geoscience Support Services                      $30,504
Inc.

Chameleon Design Inc.                            $28,080

General Security Service Inc.                    $27,383

Engineering Solutions                            $27,141


PALMDALE HILLS: Files for Ch. 11 after Lehman Withdraws Funding
---------------------------------------------------------------
Palmdale Hills Property LLC, and certain related affiliates,
including SunCal Bickford Ranch LLC, filed for Chapter 11 before
the U.S. Bankruptcy Court for the Central District of California.

Paul J. Couchot, Esq., at Winthrop Couchot Professional
Corporation, proposed counsel for the Debtors, relates the Debtors
were formed to develop various residential real estate projects
located throughout the western United States.  Pursuant to various
agreements with Lehman Brothers Holding, Inc., and Lehman Ali,
Inc., dated May 23, 2008, LBHI and Lehman Ali committed, among
other things, to fund the continuing costs necessary to preserve
the value of the Projects, which had already received loans from
Lehman Ali or Lehman unit Lehman Commercial Paper, Inc., totaling
approximately $2.3 billion.  The amounts previously loaned by
Lehman and to be advanced by Lehman pursuant to the Agreement are
all secured by, among other things, first priority trust deeds on
the Projects.

According to Mr. Couchot, since the bankruptcy filing of LBHI on
Sept. 15, Lehman has breached its obligations under the Agreement
by failing to fund the ongoing, critical expenses of the Projects.
"As a result, the Projects have suffered, and continue to suffer
catastrophic losses, and the public safety and health has been
endangered."

Mr. Couchot adds that representatives of Palmdale, et al., have
tried for weeks to determine the status of Lehman's commitment by
notifYing Lehman of the Projects' condition and requesting that
Lehman resume funding the Projects.  During these weeks,
Palmdale's requests have been essentially met with inaction from
Lehman.  Recently, Lehman representatives conveyed that the
requested funding is not forthcoming.

In order to address the multitude of issues caused by Lehman's
failure to honor its  obligations under the Agreement, the Debtors
believe that relief under Chapter 11 of the Bankruptcy Code was
necessary.

The Debtors have requested joint consolidation of their cases
under Palmdale's Case No. 8:08-bk-17206-ES.  In its petition,
Palmdale estimated assets and debts of between $100,000,001 to
$500,000,000.  SunCal Management LLC, and SCC Acquisitions Inc.,
are the direct or indirect equity holders of Palmdale, et al.

                       About Palmdale Hills

Palmdale Hills Property LLC, was formed to develop various
residential real estate projects located throughout the western
United States.

Palmdale together with 13 affiliates filed for Chapter 11
protection before the U.S. Bankruptcy Court for the Central
District of California on Nov. 6, 2008.  In its petition, Palmdale
estimated assets and debts of between $100,000,001 to
$500,000,000.


PHOTRONICS INC: Loan Amendment Cues S&P to Cut Ratings to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit on
Brookfield, Conn.-based Photronics Inc. (PLAB) to 'B-' from 'BB-'
and placed the ratings on CreditWatch with developing
implications.

"The downgrade and CreditWatch listing follows the company's
second amendment to its June 6, 2007, credit agreement, which was
announced [Nov. 5]," said Standard & Poor's credit analyst Joseph
Spence. "This amendment provides for PLAB to raise at least
$75 million in permanent capital until Dec. 5, 2008."  The company
anticipates using a portion of the proceeds to reduce its
borrowings under its senior secured revolving credit facility in
anticipation of its Jan. 31, 2009, senior leverage covenant step
down to 1.5x from an amended 2.25x requirement as of the quarter
ended Nov. 2, 2008.  At current performance levels, PLAB is not
expected to meet the tighter covenants without either a debt pay-
down or further covenant amendment.

PLAB is currently negotiating with its lenders to seek a longer
term solution in anticipation of its Dec. 5 deadline.  The
downgrade reflects currently volatile capital market conditions
and uncertainty as to the ultimate timing and success of the
potential financing necessary to fulfill the amendment terms on
its ability to negotiate alternative longer term solutions.

Covenants remain the key rating concern despite PLAB's performance
at acceptable levels, given difficult semiconductor market
conditions and leverage that was only 2.3x, with cash and short-
term investments of about $80 million in July.  However, these
factors provide the basis for potential alternative solutions to
the current covenant problems.

CreditWatch developing means S&P could raise or lower the ratings
following the completion of S&P's review.  Standard & Poor's will
monitor discussions between PLAB and its lenders.  S&P would
likely raise the rating to 'B+' and assign a stable outlook, if
PLAB satisfies the terms and conditions of its amendment and
waiver agreements with its lenders.  If the company provides
another longer term solution that provides adequate covenant
relief, S&P would review the terms and determine the extent of an
upgrade.  Conversely, S&P could lower the ratings further in the
absence of a waiver or satisfaction of such amendment being
completed in the near term.


PILGRIM'S PRIDE: S&P Cuts Rating to 'D' on Missed Payments
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pilgrim's Pride Corp. to 'D' from 'CC', and the rating
on its 7.625% senior notes due 2015 and 8.375% senior subordinated
notes due 2017 to 'D' from 'C'.  The '5' recovery rating on the
7.625% senior notes and the '6' recovery rating on the 8.375%
senior subordinated notes remain unchanged.

The downgrade is based on the Pittsburg, Texas-based company's
failure to pay its Nov. 3, 2008, $25.7 million interest payments
on its senior notes and senior subordinated notes.  On Oct. 27,
2008, Pilgrim's Pride announced that it intended to exercise its
30-day grace period in making the $25.7 million interest payments.
If Pilgrim's Pride can make the interest payments during the 30-
day grace period, S&P would review the ratings on those issues for
an upgrade.

Pilgrim's Pride is a producer and marketer of poultry products to
retail, food service and consumer product customers.  Pilgrim's
Pride employs about 53,500 people and operates chicken processing
plants and 12 prepared-foods facilities.


QUIGLEY CO: Ad Hoc Committee Seeks Partial Judgment
---------------------------------------------------
The Ad Hoc Committee of Tort Victims formed in Quigley Companies
Inc.'s cases asks the Hon. Stuart Bernstein United States
Bankruptcy Court for the Southern District of New York to grant
partial summary judgment on its objection to the fourth amended
and restated Chapter 11 plan of reorganization filed by Quigley on
grounds that the plan fails to comply with Section 524(g)(4)(B)(i)
and Section 1129 of the United States Bankruptcy Code.

The Committee also asks the Court to deny confirmation of the
Debtor's plan or dismiss its Chapter 11 case.

A hearing is set for Dec. 11, 2008, at 10:00 a.m., to consider the
Committee's motions.  Objections, if any, are due Nov. 24, 2008.
The Debtor has until Dec. 4, 2008, to respond to the motions.

The Committee argues that the plan fails to provide for the
appointment of separate and independent legal representative for
individuals who may assert claims against non-debtor Pfizer Inc.
in the future, which claim be channeled into an asbestos PI trust.

The Committee relates that Pfizer embarked in late 2003 on an
improper and inequitable scheme designed to obtain expansive
protection from its own asbestos liability without having to file
for bankruptcy.  Pfizer set out to buy enough votes to ensure
passage of its plan, eventually entering into prepetition
settlement agreements in which it paid about $450 million to
172,095 plaintiffs to release all claims against Pfizer, the
Committee asserts.

The Committee contends that Pfizer was either (i) putting a rough
price tag on the extent of its derivative liability to a portion
of present claimants or (ii) engaging in unadulterated vote-
buying.

Pfizer spokesman Christopher Loder told Bloomberg News that the
Committee's plea is preposterous and not supported by law.  Pfizer
is planning to file a response to the Committee's motion.

According to the Troubled Company Reporter on July 28, 2008, the
Court adjourned the plan confirmation hearing to a date yet to be
determined.  The hearing was originally set for Sept. 4, 2008.
Bloomberg says the hearing is expected to take place in March
2009.

                      About Quigley Company

Quigley Company, Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 on Sept. 3, 2004 (Bankr.
S.D.N.Y. Case No. 04-15739) in order to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Asbestos victims and Pfizer have been negotiating a settlement
deal which calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.


RARITIES GROUP: Judge Hillman Rejects Arbitration Clause
--------------------------------------------------------
Jeffrey D. Sternklar, Esq., the Chapter 7 trustee for the estates
of Rarities Group, Inc. (Bankr. E.D. Mass. Case No. 03-18371) and
Martin Barry Paul (Bankr. E.D. Mass. Case No. 05-22881) filed a
25-count complaint (Bankr. E.D. Mass. Adv. Pro. Nos. 08-1069 and
08-1070) alleging fraudulent, negligent and tortuous behavior in a
business relationship between Mr. Paul and Heritage Auction
Galleries, Inc., Heritage Galleries and Auctioneers, Heritage
Capital Corporation, Heritage Auctions, Inc., Steven Ivy and James
Halperin.  The Defendants responded to the lawsuit by moving to
compel enforcement of arbitration clauses contained in various
documents Mr. Paul executed, both as an individual and as an
officer and director of Rarities, while participating in
Heritage's coin auctions.  The Honorable William C. Hillman denied
the Defendant's motion to compel arbitration in a 48-page ruling
last week.

A spokeswoman for Duane Morris LLP in Boston, the law firm
representing the Trustee, says this case is significant for two
reasons:

   (A) large institutions rely on boiler plate arbitration
clauses, this case represents what will be a widespread trend
against them given the current sensitivities around protecting
consumers; and

   (B) from a technical perspective, the trend has been that
bankruptcy proceedings go to arbitration; this decision flies in
the face of that.

The underlying litigation proceedings stem from a long standing
business and employment relationship that Heritage had with Martin
Barry Paul, a buyer and curator of rare coins.  Included in the
allegations: Heritage sold memorabilia it didn't own, used inside
information to advantage select parties, and intentionally made
paperwork confusing to limit ability to reconcile transactions.


REGAL TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Regal Transport, Inc.
        P.O. Box 721
        Fowler, CA 93625

Bankruptcy Case No.: 08-17184

Type of Business: The Debtor offers transportation services.

Chapter 11 Petition Date: November 6, 2008

Court: Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Mario DiSalvo, Esq.
                  DiSalvo Law Office
                  1060 Fulton Mall #411
                  Fresno, CA 93721
                  Tel: (559) 442-4552

Total Assets: $3,528,297

Total Debts: $6,240,276

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

           http://bankrupt.com/misc/califeb08-17184.pdf


SAPHROGRAPH CORP: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Saphrograph Corp.
        115 Broadway, 3rd Fl.
        New York, NY 10006
        Tel: (212) 785-3041

Bankruptcy Case No.: 08-14398

Type of Business: The Debtor operates a print and publishing
                  company.

Chapter 11 Petition Date: November 6, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: David Carlebach, Esq.
                  david@carlebachlaw.com
                  Law Offices of David Carlebach
                  40 Exchange Place
                  New York, NY 10005
                  Tel: (212) 785-3041
                  Fax: (212) 785-3618

Total Assets: $3,000,000

Total Debts: 3,427,798

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
NYC Dept. of Environmental                       $1,165
Protection
DEP/BCS Customer Service
P.O. Box 739055
Elmhurst, NY 11373-9055

National Grid                                    $632.00
One MetroTech Center, 16th Floor
Brooklyn, NY 11201


SEA CONTAINERS: Files 18 Supplementary Documents to Amended DS
--------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware 18 documents as
additional supplement to their Second Amended Disclosure Statement
explaining their Second Amended Joint Plan of Reorganization:

    (1) Constitutional and organizational documents of Newco;

    (2) Newco transfer agreement;

    (3) Section 1129(a)(5) disclosures with respect to directors
        and officers;

    (4) U.K. Scheme of Arrangement of Sea Containers Services
        Ltd.;

    (5) GE SeaCo definitive settlement documents;

    (6) Executory contracts and unexpired leases to be assumed;

    (7) Executory contracts and unexpired leases to be assumed as
        amended;

    (8) Executory contracts and unexpired leases to be rejected;

    (9) Causes of action to be transferred to Newco;

   (10) Causes of action to be retained by the Reorganized
        Debtors;

   (11) Equalization escrow agreement;

   (12) Non-Debtor subsidiary trust deed;

   (13) Equalization-related employee claim trust deed;

   (14) Newco repatriation note;

   (15) No objection letter;

   (16) Agreement with respect to pension protection fund
        eligibility procedures;

   (17) Newco director and officer equity incentive plan; and

   (18) Plan administrator agreement.

The Debtors note that pursuant to the Plan, counterparties to
assumed or rejected contracts and leases may file an objection to
a cure amount by filing a proof of claim 30 days after the earlier
of the (i) date of any assumption, and (ii) the Plan's effective
date.  Failure to file an objection by the deadline will be deemed
an acceptance of the cure amounts proposed by the Debtors.

                     About Sea Containers Ltd.

Headquartered 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, Issue No. 54; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SEA CONTAINERS: Can Access $150MM DIP Funding from Fortis Bank
--------------------------------------------------------------
To successfully emerge from bankruptcy and consummate the
transactions contemplated under their Second Amended Joint Plan of
Reorganization, Sea Containers Ltd. and its debtor-affiliates 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 authority from the United States
Bankruptcy 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://ResearchArchives.com/t/s?34b6

                      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.

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

                           *     *     *

Judge Kevin J. Carey authorized the Debtors to enter into the
$150,000,000 exit financing with Fortis Bank and DVB Bank.  The
Court also approved the Commitment Letter, and directed the
Debtors to make payments of obligations pursuant to the Commitment
Letter as administrative claims under Sections 503(b) and
507(a)(1) of the Bankruptcy Code.

                     About Sea Containers Ltd.

Headquartered 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, Issue No. 54; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SEA CONTAINERS: Creditors Have Until Nov. 10 to Vote on Scheme
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
dated Oct. 15, 2008, Sea Containers Limited disclosed that on
Oct. 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.  Copies of the SCL Scheme of
Arrangement and the SCL Explanatory Statement are publicly
available and may be accessed free of charge at the company's
private Web site at http://www.bmcgroup.com/scl. The deadline for
SCL's creditors to accept or reject the Scheme of Arrangement is
on Nov. 10, 2008.

As a result of the approval by the Court of the Disclosure
Statement related to the Second Amended Joint Plan and the Bermuda
Court's order with respect to the SCL Scheme of Arrangement and
the SCL Explanatory Statement, SCL has begun the process of
soliciting votes for the Plan from eligible claim holders and
soliciting proxies in favor of the SCL Scheme of Arrangement from
certain creditors of SCL, said Laura Barlow, Sea Containers' chief
financial officer and chief restructuring officer.

                U.K. Schemes of Arrangement

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 the SEC:

               http://ResearchArchives.com/t/s?34b7

Hearings before the English Court with respect to the originating
summons issued in connection with each of the U.K. Schemes of
Arrangement and U.K. Explanatory Statements were scheduled on
Oct. 16, 2008.

SCL and its affiliates intended to solicit proxies in favor of
the U.K. Schemes of Arrangement, subject to authorization from
the English Court.  The Plan, the SCL Scheme of Arrangement, and
the U.K. Schemes of Arrangement will become effective only if
they receive the requisite stakeholder approval and are confirmed
by the Bankruptcy Court, the Bermuda Court, or the English Court.

                     About Sea Containers Ltd.

Headquartered 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, Issue No. 54; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SECURITY PACIFIC: Closed by Regulators & FDIC Named Receiver
------------------------------------------------------------
Security Pacific Bank, Los Angeles, California, was closed Friday
by the Commissioner of the California Department of Financial
Institutions, and the Federal Deposit Insurance Corporation (FDIC)
was named receiver. To protect the depositors, the FDIC entered
into a purchase and assumption agreement with Pacific Western
Bank, Las Angeles, California, to assume all of the deposits of
Security Pacific.

The four branches of Security Pacific will reopen today as
branches of Pacific Western. Depositors of the failed bank will
automatically become depositors of Pacific Western. Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage. Customers of both banks should
continue to use their existing branches until Pacific Western can
fully integrate the deposit records of Security Pacific.

Over the weekend, depositors of Security Pacific were able to
access their money by writing checks or using ATM or debit cards.
Checks drawn on the bank will continue to be processed. Loan
customers should continue to make their payments as usual.

As of October 17, 2008, Security Pacific had total assets of
$561.1 million and total deposits of $450.1 million. Pacific
Western agreed to assume all the deposits for a two percent
premium. In addition to assuming all of the failed bank's
deposits, Pacific Western will purchase approximately $51.8
million of assets. The FDIC will retain the remaining assets for
later disposition.

Customers who have questions about this transaction can call the
FDIC toll free at 1-866-934-8944.  Interested parties can also
visit the FDIC's Web site at:

http://www.fdic.gov/bank/individual/failed/securitypacific.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $210 million. Pacific Western's acquisition of all
deposits was the "least costly" resolution for the FDIC's Deposit
Insurance Fund compared to alternatives. Security Pacific is the
nineteenth bank to fail in the nation this year, and the third in
California. The last bank to be closed in the state was First
Heritage Bank, National Association, Newport Beach, on July 25,
2008.

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system. The
FDIC insures deposits at the nation's 8,451 banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, monitoring and addressing risks to
which they are exposed. The FDIC receives no federal tax dollars;
insured financial institutions fund its operations.


SEREFEX CORP: Gets Off Nasdaq's Over-the Counter Bulletin Board
---------------------------------------------------------------
Naples Daily News reports that Serefex Corp. will no longer trade
on Nasdaq's Over-the-Counter Bulletin Board.

Serefex received notice that for its security to be eligible for
quotation on the OTCBB, NASD Rule 6530 requires, in part, that the
company must file reports with the Securities and Exchange
Commission.  The company must also be current in its reporting
obligations, subject to a 30 or 60 day grace period, as
applicable.  An OTCBB issuer will be deemed delinquent in its
reporting obligations if the issuer fails to make a required
filing when due or has filed an incomplete filing.

In order for a filing to be complete, it must contain all required
certifications and have been reviewed or audited as applicable, by
an accountant registered with the Public Company Accounting
Oversight Board.  Due to the its subsidiary W.P. Hickman Systems
Inc.'s filing for Chapter 11 protection from its lender, First
Merit Bank, Serefex was unable to obtain the report for its
audited financials for the year ended May 31, 2008, from its
independent PCAOB auditing firm.  Serefex's security will no
longer be quoted on the OTCBB but instead will be quoted on the
pink sheets under the new symbol of SFXC.PK.

Naples Daily relates that Serefex has moved to Pink Sheets and
will trade under the symbol SFXC.pk.

Serefex's President Brian Dunn said, "I would like to encourage
all shareholders to visit our website at www.serefex.com and read
our most recent SEC filings, which describe in detail the events
leading up to and causing our operating company to seek the
protection of Chapter 11.  It is terribly disheartening to have
had to file a Chapter 11 proceeding, given the fact that W.P.
Hickman Systems, Inc. had been cleaned up and turned around into a
profitable company . In fact, our sales for the first quarter
ending Aug. 31, 2008, were $10,891,010, up 28% from $8,501,403 for
the same period of 2007.  Overhead costs for the first quarter
ending Aug. 31, 2008, were $2,891,211, down $1,268,522 (30%) for
the same period of 2007.  The company demonstrated an operating
income for the period of $583,103, which is higher than the same
period of 2007 by 35.4%."

                          About Serefex

Solon, Ohio-based Serefex Corporation -- http://www.serefex.com--
is a start-up, multi-channel supplier of specialty consumer
products.  The company's line of magnetic merchandise, offered
under its Fridge Tape, Locker Tape, Fridge Notes, and Fridge Pics
brands, reflects consumer demand for specialty items for the home,
office and school.  In addition, Serefex is seeking products, from
both domestic and international sources, to expand its magnetic
merchandise line, and to create product lines.  The company
entered into a license agreement with an unaffiliated third party
to distribute an optical computer mouse with an Internet telephony
application, which it begun to market under the Chat-N-Mouse
brand.  On June 14, 2006, Serefex entered into a Standby Equity
Distribution Agreement (SEDA) with Cornell Capital Partners, L.P.
(Cornell).  In October 2007, the company completed the acquisition
of a majority interest in W. P. Hickman Systems, Inc., which is
engaged in the manufacture and sale of roofing materials and
products.


SIERRA TIMESHARE: S&P Ratings Unaffected by Wyndham Neg Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services said the Oct. 31, 2008,
negative outlook revision on Wyndham Worldwide Corp. (BBB-
/Negative/--) does not affect its ratings on six Sierra timeshare
securitizations.  Wyndham Consumer Finance Inc. (not rated) acts
as the servicer for all six transactions.  The obligations of
those transactions are backed by a performance guarantee provided
by Wyndham Worldwide Corp.

The rating of the timeshare developer (which in the case of the
Sierra transactions is Wyndham Vacation Ownership Inc., a wholly
owned subsidiary of Wyndham Worldwide Corp.) is relevant to S&P's
ratings analysis because in many cases, S&P may assume a level of
recovery credit for transaction ratings that is equal to or within
one category above the rating on the developer.  Recoveries on
defaulted loans are closely correlated with the developer's
ability to remarket a foreclosed vacation ownership interest (VOI)
because the secondary market for timeshares is limited.

                         CURRENT SIERRA RATINGS

   Transaction                  Class         Rating
   -----------                  -----         ------
   Sierra Timeshare 2004-1      A-1           AA
   Receivables Funding LLC

   Sierra Timeshare 2004-1      A-2           AA
   Receivables Funding LLC

   Sierra Timeshare 2005-1      A-1           BBB
   Receivables Funding LLC

   Sierra Timeshare 2005-1      A-2           BBB
   Receivables Funding LLC

   Sierra Timeshare 2006-1      A-1           AA
   Receivables Funding LLC

   Sierra Timeshare 2006-1      A-2           AA
   Receivables Funding LLC

   Sierra Timeshare 2007-1      A-1           BBB-
   Receivables Funding LLC

   Sierra Timeshare 2007-1      A-2           BBB-
   Receivables Funding LLC

   Sierra Timeshare 2007-1      B             BB+
   Receivables Funding LLC

   Sierra Timeshare 2007-2      A-1           AA
   Receivables Funding LLC

   Sierra Timeshare 2007-2      A-2           AA
   Receivables Funding LLC

   Sierra Timeshare 2008-1      A-1           AAA
   Receivables Funding LLC

   Sierra Timeshare 2008-1      A-2           AAA
   Receivables Funding LLC

   Sierra Timeshare 2008-1      B             AA-
   Receivables Funding LLC

   Sierra Timeshare 2008-1      C             A-
   Receivables Funding LLC


SMARTIRE SYSTEMS: Can't File Annual Report on Time
--------------------------------------------------
SmarTire Systems Inc., informed the Securities and Exchange
Commission that it is unable to file, without unreasonable effort
and expense, its Form 10-KSB Annual Report for the year ended
July 31, 2008, because its auditors have not yet had an
opportunity to complete their audit of the financial statements.
The company's auditors are in the process of completing their
audit of the financial statements and it is anticipated that the
Form 10-KSB Annual Report, along with the audited financial
statements, will be filed on or before the 15th calendar day
following the prescribed due date of the company's Form 10-KSB.

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR) -- http://smartire.com/-- develops,
subcontracts its manufacturing, and markets tire pressure
monitoring systems (TPMSs), which monitor tire pressure and tire
temperature in a range of vehicles.  The company sells TPMSs for
trucks, buses, recreational vehicles, passenger cars and
motorcycles.  It has three wholly owned subsidiaries: SmarTire
Technologies Inc., SmarTire USA Inc. and SmarTire Europe Limited.

SmarTire Systems Inc.'s consolidated balance sheet at April 30,
2008, showed $3,240,386 in total assets, $38,162,990 in total
liabilities, and $3,565,585 in preferred shares, resulting in a
$38,488,189 stockholders' deficit.

                        Going Concern Doubt

BDO Dunwoody LLP, in Vancouver, Canada, expressed substantial
doubt about SmarTire Systems Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended July 31, 2007, and 2006.  The
auditing firm pointed to the company's accumulated deficit and
working capital deficiency.

The company has incurred recurring operating losses and as of
April 30, 2008, had an accumulated deficit of $146,822,824 and a
working capital deficiency of $33,864,927 of which $33,739,519 is
potentially convertible into shares of common stock of the
company, subject to certain restrictions.


SPECTRUM BRANDS: Gets Listing Non-Compliance Notice from NYSE
-------------------------------------------------------------
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 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.


STARRIBS NORTH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: StarRibs North, L.P.,
10 Faraday
        Irvine, CA 92618

Bankruptcy Case No.: 08-17182

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
StarRibs South, L.P.                               08-17183
DesertBreck, L.P.                                  08-17186
WhitTown Partners, L.P.                            08-17187
Imperial Smokehouse Partners, L.P.                 08-17188
GilBreck, L.P.                                     08-17189
HillBreck, L.P.                                    08-17190
Dogwood Partners, L.P.                             08-17192

Chapter 11 Petition Date: November 6, 2008

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Marc J. Winthrop, Esq.
                  pj@winthropcouchot.com
                  660 Newport Center Dr., Ste. 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

           http://bankrupt.com/misc/califcb08-17182.pdf


SWISS CHEETAH: Lehman Bros. Exposure Cues Moody's to Cut Rating
---------------------------------------------------------------
Moody's Investors Service has downgraded its rating on Swiss
Cheetah Asset Protection Transaction, Series 2004-1:

   Class Description: $20,000,000 Swiss Cheetah Asset Protection
   Transaction, Series 2004-1

   -- Prior Rating: Baa3
   -- Prior Rating Date: 8/8/2008
   -- Current Rating: B1

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on September 15, 2008.


TAYLOR CAPITAL: Fitch Cuts Individual Rating to D; Watch Negative
-----------------------------------------------------------------
Fitch Ratings has downgraded these long-term Issuer Default
Ratings (IDRs) and Individual Ratings on Taylor Capital Group
(TAYC) and Cole Taylor Bank:

   Taylor Capital Group, Inc.
   -- Long-term IDR) to 'BB-' from 'BB'
   -- Individual to 'D' from 'C/D';

   Cole Taylor Bank
   -- Long-term IDR to 'BB' from 'BB+';
   -- Individual to 'C/D' from 'C';

In addition, Fitch has placed the long-term IDR, individual
ratings, and long-term deposit rating on Negative Rating Watch.

Fitch has downgraded the ratings of TAYC and its subsidiaries due
to continued deterioration in the bank's loan portfolio, most
notably in the residential construction book. Nonperforming assets
(NPAs) now total 6.5% of loans and foreclosed real estate, and
TAYC recorded approximately $40 million in net charge-offs (NCOs)
during the quarter. The higher credit costs, combined with a $47
million non-cash charge to establish a valuation reserve against
the company's deferred tax asset (DTA), produced a substantial
loss for the quarter.

Fitch has placed ratings for TAYC and its primary subsidiaries on
Rating Watch Negative. In evaluating TAYC's ratings going forward,
Fitch will be closely monitoring the following: nonperforming
levels (particularly in the residential construction & land
development portfolio), seasoning of the commercial and industrial
(C&I) book, and access to additional capital. Negative rating
actions would likely result if there is no evidence of a slowdown
in the inflow of problem assets and no improvement with regard to
the severity of loss in the residential builder portfolio. TAYC
has booked significant C&I loan growth in 2008. Accordingly, Fitch
will monitor the C&I portfolio closely to ensure credit weakness
does not spread to this portfolio, which is particularly
vulnerable in an economic downturn. Finally, if TAYC is
unsuccessful in raising additional capital, this will also place
pressure on TAYC's ratings.

TAYC was successful in completing its September 2008 capital
raise, which included the issuance of $60 million of preferred
stock and $60 million of bank level subordinated debt. However,
the third quarter's elevated level of provision expenses and DTA
charge eroded much of the capital contribution, and Tier 1 risk-
based capital was down approximately 100 basis points (bps) at
Sept. 30, 2008 as compared to the prior quarter. TAYC indicated
that it has applied to the Capital Purchase Program, in which TAYC
could potentially issue up to $105 million in preferred stock.

TAYC retained a portion of the proceeds from the September 2008
preferred stock issuance at the parent to provide additional
liquidity. Despite the additional funds at the parent, liquidity
at the parent level remains pressured given the bank's limited
ability to upstream dividends to TAYC. Fitch also notes an
increasing reliance on wholesale funding at Cole Taylor Bank,
especially out-of-market deposits, to fund its C&I loan growth.

Fitch notes that TAYC has materially strengthened its senior
management team and credit risk management staff, including loan
review and special assets administration. In addition, TAYC
management is making efforts to de-emphasize residential
construction lending in favor of commercial and industrial
lending. Although this initiative will help to diversify TAYC's
loan portfolio over the long term, Fitch will monitor this loan
growth in terms of the additional pressure it may place on
reserves, capital, and funding. Due to substantial pressures
remaining in the sectors that TAYC operates in, Fitch will monitor
loan performance closely.

Fitch has downgraded these ratings and placed them on Rating Watch
Negative:

   Cole Taylor Bank
   -- Long-term deposits to 'BB+' from 'BBB-';
   -- Short-term deposits to 'B' from 'F3'.

   TAYC Capital Trust I
   -- Preferred stock to 'B' from 'B+'.

Fitch affirms these ratings:

   Taylor Capital Group, Inc.
   Cole Taylor Bank

   -- Short-term IDR 'B';
   -- Support Rating '5';
   -- Support Floor 'NF'.


TRIBUNE CO: May Keep More Than 50% of Chicago Cubs Ball Franchise
-----------------------------------------------------------------
Matthew Futterman at The Wall Street Journal reports that Tribune
Co. may end up holding 50% or more of its Chicago Cubs baseball
franchise as the credit crunch stalled sale negotiations.

Citing people involved with the talks, WSJ relates that a plan "to
sell a 95% stake has fallen to about half as suitors' ability to
buy the team and its landmark stadium on Chicago's North Side
waned."  The change was due to tight credit market and an
increasing fear that few, if any bidders, would be able to
complete a transaction once valued at more than $1 billion, the
report says.

WSJ reports that Tribune's Samuel Zell had planned to keep a 5%
stake in Chicago Cubs in a heavily leveraged deal that would have
minimized the capital-gains tax for the firm.  Tribune purchased
Chicago Cubs for $21 million in 1981.

Bidders expected to receive a  request on Thursday to submit new
purchase proposals with financing details, WSJ states, citing
sources.

WSJ relates that Mr. Zell had said that the sale of the Chicago
Cubs, the stadium, and a 25% stake in a regional sports network
was a priority when he struck a deal to purchase Tribune for
$8.2 billion in April 2007.  According to the report, the Tribune
acquisition brought the company $13 billion in debt amid declining
revenue at its eight major daily newspapers.

Mr. Zell, says WSJ, spent several months working with officials in
Illinois to secure public financing to renovate its home, Wrigley
Field, hoping that the deal would boost the value of Chicago Cubs,
but the negotiations failed to produce a deal.

According to WSJ, any sale would call for Mr. Zell to sell off
Tribune's interest in Chicago Cubs over time.

Mr. Zell, by offering to sell a small stake in the Chicago Cubs
team, is trying to keep as many bidders in the auction as
possible, while maintaining the value of the franchise, WSJ
relates, citing sources.  According to WSJ, Mr. Zell also wants to
inject some much-needed cash into Tribune's coffers without
incurring a huge tax bill.

Bidders who qualified in the Chicago Cubs auction are: the
Ricketts family -- which founded brokerage TD Ameritrade Holding
Corp. -- and Mark Cuban, the owner of the Dallas Mavericks
basketball team, WSJ states.

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
is a media company, operating businesses in publishing,
interactive and broadcasting, including ten daily newspapers and
commuter tabloids, 23 television stations, WGN America, WGN-AM and
the Chicago Cubs baseball team.

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Fitch Ratings downgraded Tribune Company's Issuer Default Rating
to 'CCC' from 'B-'; senior guaranteed revolving credit facility to
'CCC/RR4' from 'B/RR3'; senior guaranteed term loan to 'CCC/RR4'
from 'B/RR3'; senior unsecured bridge loan to 'CC/RR6' from
'CCC/RR6'; senior unsecured notes to 'CC/RR6' from 'CCC/RR6'; and
subordinated exchangeable debentures due 2029 to 'CC/RR6' from
'CCC-/RR6'.  Fitch said that about $13.4 billion of debt is
affected by this action and that the rating outlook is negative.

As of March 30, 2008, Tribune's balance sheet indicates that the
company has  $12.9 billion in assets, $14.6 billion in debts, and
$1.7 billion in total shareholders' deficit.


US CONCRETE: Cut to 'B' by S&P on Weak Operating Conditions
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Houston-
based U.S. Concrete Inc. and removed from them from CreditWatch,
where they were placed with negative implications on July 22,
2008.  S&P lowered the corporate credit rating to 'B' from 'B+'.
The outlook is negative.

"The downgrade reflects the difficult operating conditions
persisting in the ready-mixed concrete business, a trend S&P
expects will continue in the near term, fueled by weakening
commercial construction activity, the ongoing housing downturn,
and uncertainty regarding near-term infrastructure spending," said
Standard & Poor's credit analyst Thomas Nadramia.

As a result, S&P expects the company's operating performance to
continue to be hurt during this period, and thus weakening its
financial profile to a level S&P would consider to be more
consistent with a lower rating.  Specifically, S&P expects
adjusted total debt to EBITDA to exceed 6x and funds from
operations (FFO) to total debt to be below 15% by the end of 2009.
Still, S&P expects U.S. Concrete to reduce its capital
expenditures, share repurchases, and acquisition activity to
weather the ongoing challenging operating environment.  As a
result, S&P expects liquidity to remain adequate, bolstered by
modest positive free operating cash and access to the company's
$150 million asset based revolving credit facility, which
maintains limited covenants.

The rating on U.S. Concrete reflects the company's aggressive debt
leverage, limited geographic diversity, highly competitive end
markets, and participation in a cyclical industry.  The rating
also reflects favorable long-term prospects for construction in
California and Texas, two of the company's key markets.

The ready-mix industry remains highly fragmented, with more than
2,000 independent producers in the U.S.  This fragmentation and
the relatively low, though rising, barriers to entry for new
ready-mixed concrete operations contribute to highly competitive
industry conditions.  U.S. Concrete has significant operations in
California, New Jersey, Texas, and Michigan.  The company operates
134 fixed and eight portable ready-mixed concrete plants, and nine
precast concrete facilities.  However, operations are still
concentrated in its key markets, which exposes the company to
regional downturns and local construction and real estate markets.


VALASSIS COMMUNICATIONS: S&P Puts 'B+' Rating on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Livonia,
Michigan-based Valassis Communications Inc., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch listing reflects our concern about EBITDA
declines in the quarter ended September 2008, our expectation for
further declines in the fourth quarter of 2008 and in 2009, and
the impact these declines will have on Valassis' credit measures,"
said Standard & Poor's credit analyst Liz Fairbanks.  "We are also
concerned that the company's cushion relative to financial
maintenance covenants is thinning."

The bank's measure of senior secured debt to EBITDA was 3.2x at
September 2008, versus a covenant maximum of 4.0x. Valassis'
senior secured leverage and interest coverage covenants tighten in
December 2008 and again in December 2009.  Given the company's
high cash balances, which totaled $148 million at September 2008,
S&P believes that a covenant breach is not likely for the quarter
ending December 2008.  The company can repay debt balances if
necessary to meet the 3.75x covenant test for the 12 months ending
December 2008.  Specifically, the CreditWatch listing reflects the
substantial decline of the business in the past few months,
necessitating a reassessment of S&P's expectation for operating
performance in 2009; weakening credit measures; and the potential
for a covenant violation in 2009.

EBITDA fell by 51% in the quarter ending September 2008 due to
weakness across all of Valassis' segments.  The shared mail
division, which represents more than half of the company's
revenue, was hardest hit in the quarter, as customers reduced
volumes.  S&P is concerned that small business customers may
continue to pull back on advertising budgets, further pressuring
profitability in the fourth quarter of 2008 and 2009.

In resolving the CreditWatch listing, S&P will develop
expectations for profitability declines given the current economic
environment and will consider the company's planned cost-cutting
measures.  S&P's review will focus on the impact of profitability
declines on Valassis' credit measures and assess the likelihood
and timing of a potential covenant default.


VAN HOUTTE: Good Performance Cues Moody's to Up Parent's Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed LJVH Holdings Inc. B2 corporate
family rating and its stable ratings outlook. Moody's also
upgraded the first lien senior secured credit facilities to Ba3
from B1 and the second lien term loan to B3 from Caa1 as per
Moody's Loss Given Default Methodology. LJVH is the direct holding
company parent of Van Houtte Group Inc. The affirmation of the
corporate family rating considers Van Houtte's favorable
performance trends and credit metrics that are consistent with
Moody's expectations. The ratings outlook is stable.

These ratings were affirmed:

   -- Corporate family rating at B2;

   -- Probability-of-default rating at B2.

These ratings were upgraded:

   -- $50 million first lien senior secured revolving credit
      facility due 2013 to Ba3 (LGD2, 26%) from B1 (LGD3, 34%);

   -- $250 million first lien senior secured term loan due 2014
      to Ba3 (LGD2, 26%) from B1 (LGD3, 34%);

   -- $125 million second lien senior secured term loan due 2015
      to B3 (LGD5, 71%) from Caa1 (LGD5, 84%).

Van Houtte's B2 corporate family rating reflects the company's
high leverage, weak interest coverage, expectations for limited
free cash flow generation, limited geographic diversification, and
exposure to volatile green coffee prices. Notwithstanding these
concerns, the rating is supported by the company's leading market
position and brand in the gourmet coffee market in Canada, its
history of stable operating margins, and good customer
diversification.

The upgrade of the first and second lien senior secured credit
facilities reflects the presence of a subordinated loan in the
capital structure that was introduced after the original rating
was assigned. Specifically, this subordinated loan replaced a
portion of the preferred stock that was assumed in the original
rating. This change results in an upgrade of the senior secured
credit facilities, consistent with Moody's Loss Given Default
Methodology.

The last rating action occurred in June 14, 2007 when ratings were
assigned in conjunction with Littlejohn & Co., LLC purchase of the
company.

Based in Montreal, Quebec, Van Houtte Group Inc. (subsidiary of
LJVH Holdings Inc.) is a leading roaster, marketer and distributor
of gourmet coffee in North America.


WASHINGTON MUTUAL: Moody's Ups Class B-5 Rating to Baa2 from Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of eight classes of Washington Mutual
Multifamily Mortgage 2001-1 Limited, Secured Notes, Series
2001-1:

   -- Class A-1, $108,574,491, affirmed at Aaa

   -- Class A-2, $14,666,000, affirmed at Aaa

   -- Class A-3, $17,808,000, affirmed at Aaa

   -- Class A-4, $4,191,900, affirmed at Aaa

   -- Class A-5, $3,142,000, affirmed at Aaa

   -- Class X, Notional, affirmed at Aaa

   -- Class B-1, $9,428,000, affirmed at Aaa

   -- Class B-2, $4,191,000, affirmed at Aaa

   -- Class B-3, $6,285,000, upgraded to Aa1 from Aa2

   -- Class B-4, $9,428,000, upgraded to A3 from Baa2

   -- Class B-5, $4,190,000, upgraded to Baa2 from Ba1

Moody's upgraded Classes B-3, B-4 and B-5 due to increased
subordination levels and improved overall pool performance.

As of the October 20, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 53%
to $198.7 million from $419.0 million at securitization. The
Certificates are collateralized by 151 loans secured by
multifamily properties ranging in size from less than 1% to 5% of
the pool, with the top 10 loans representing 24% of the pool. The
average loan size is approximately $1.3 million.

The pool has not experienced any losses since securitization and
there are no loans currently in special servicing. Six loans,
representing 7% of the pool are on the master servicer's
watchlist. The watchlist includes loans which meet certain
portfolio review guidelines established as part of the Commercial
Mortgage Securities Association's monthly reporting package. As
part of its ongoing monitoring of a transaction, Moody's reviews
the watchlist to assess which loans have material issues that
could impact performance.

Moody's was provided with full-year 2007 operating results for 98%
of the pool. Moody's weighted average loan to value ("LTV") ratio
is 65% compared to 73% at Moody's prior full review in December
2006 and 86% at securitization.

The top three loans represent 12% of the outstanding pool balance.
The largest loan is the Victoria Square Apartments Loan ($9.1
million - 4.6%), which is secured by a 96-unit multifamily
property located in Milpitas, California. The property was 100%
occupied as of December 2007 compared to 95% at last review. The
loan is on the servicer's watchlist because the loan's debt
service coverage ratio ("DSCR") has declined since securitization.
The servicer's most recently reported DSCR is 1.2x compared to
1.6x at securitization. Moody's LTV is 93% compared to 101% at
last review.

The second largest loan is the Royal Fir Apartments Loan ($7.9
million - 4.0%), which is secured by a 186-unit multifamily
property located in Kent, Washington. The property was 94%
occupied as of December 2007 compared to 91% at last review.
Moody's LTV is 80% compared to 93% at last review.

The third largest loan is the Lincoln Terrace Loan ($5.9 million -
3.0%), which is secured by a 170-unit multifamily property located
in Anaheim, California. The property is 91% occupied compared to
93% at last review. Moody's LTV is 45% compared to 49% at last
review.

The pool's collateral consists entirely of multifamily properties.
The collateral properties are located in four states. The highest
state concentrations are California (88%), Washington (6%) and
Oregon (6%). There are 147 loans, representing approximately 98%
of the current pool balance, that are full recourse obligations to
the related borrower or affiliate.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis. Moody's prior full
review is summarized in a press release dated December 8, 2006.


WASHINGTON MUTUAL: Nasdaq Delists Litigation Tracking Warrants
--------------------------------------------------------------
Washington Mutual, Inc., related in an Oct. 30, 2008, statement
that it received a Nasdaq Staff Determination Letter notifying
that the Company Litigation Tracking Warrants, in accordance with
Marketplace Rules 4300, 4340(b), 4450(f) and IM-4300, will be
delisted from the Nasdaq Stock Market.

NASDAQ stated that unless WaMu requests an appeal of the
determination by Nov. 4, 2008, trading of the LTWs will be
suspended at the opening of business on November 6.

A Form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove the Company's securities from
listing and registration on The Nasdaq Stock Market.

Subsequently, on Oct. 31, 2008, WaMu filed with the SEC,
pursuant to Securities Exchange Act of 1934, notifications that
these specific classes of securities are removed or delisted from
NASDAQ:

  * Common Stock, no par value

  * 7.75% Series R Non-Cumulative Perpetual Convertible
    Preferred Stock

  * Depositary Shares Each Representing 1/40,000th Interest in a
    share of Series K Perpetual Non-Cumulative Floating Rate
    Preferred Stock)

According to NASDAQ, the determination is based on WaMu's Chapter
11 filing, and associated public interest concerns raised by it
and concerns about the value of the company's common stock
underlying the LTWs.

The LTWs were originally distributed by Dime Bancorp, Inc. and,
upon a triggering event, become exercisable for the company's
common stock.

WaMu does not intend to take any action to appeal the
Determination, the company statement added.

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.


WASHINGTON MUTUAL: Shareholders Want Probe on Seizure of Bank
-------------------------------------------------------------
Shareholders of Washington Mutual Bank have organized a forum
Web site "to challenge the actions of the Federal Deposit
Insurance Corporation and JPMorgan Chase prior to the seizure of
WMB."

The WMB Shareholders contend that the actions were unjustified
and unethical and that WMB was not failing.

In a statement posted on http://www.wamurape.org,the
Shareholders contend that the Bank had enough funds to cover the
withdrawals by depositors, which amounted to $16.7 billion in
10 days.

"At the time of seizure, WAMU had access to $50 billion in
assets: sufficient liquidity to handle all their obligations,"
according to the Shareholders, refuting the FDIC's seizure of WMB
in light of the withdrawals, for which the FDIC assumed a bank
run was in progress.

"The FDIC had the ability to borrow $30 billion from the Federal
Reserve; however, for some reason it did not do so," the WMB
Shareholders' statement noted.  "The FDIC's move was more about
protecting the federal deposit insurance company than about
protecting the insured."

Moreover, the Shareholders relate, WMB executives had no prior
knowledge of the FDIC's plan as the Bank was doing sale
negotiations within the time of the seizure.

The Shareholders assert that the FDIC "needs to be held
accountable for . . . seizing [WMB] and selling it overnight for
a miniscule fraction of its value in a clandestine deal with
JPMorgan, [which] was the worst of any options."

In this regard, the Shareholders ask the Federal Bureau of
Investigation to probe thoroughly the relationships and actions
of the Office of Thrift Supervision, the Securities and Exchange
Commission, the FDIC and JPMorgan management.

"One of our goals is that the assets or at least the asset value
of Washington Mutual be returned to the stockholders, just as
they were in the lawsuit filed by First City Bancorporation in
1992, [wherein] the FDIC was forced by the courts to return 145
million dollars to creditors and depositors, after the seizure of
that bank and its assets.

Consequently, members of wamurape.org seek "exceptional legal
representation," special legislation, special dispensation and
Congressional support.

"We want our bank back," the shareholders say.

                     More Shareholders React

Terry Bysom of Plano, Texas, laments that as a purchaser of
Washington Mutual Corporate Bonds, his investment should be
honored, in light of JPMorgan Chase Bank's acquisition of
Washington Mutual Bank, and Washington Mutual, Inc.'s Chapter 11
cases.

Mr. Bysom wrote to Judge Walrath that in the case of an entity's
acquisition or purchase, the Bonds are held until maturity and
paid per the original bond purchase agreement.  In the case of
bankruptcy, he adds, the bondholders are the first in line to be
paid as creditors.

However, Federal Deposit Insurance Corporation as the appointed
Receiver of WMB "has side-stepped these 'normal' processes and
has left the assets to JPMorgan Chase while dissolving all other
debt," Mr. Bysom said.

Millions of investors lost because of this "dictator type"
seizure, Ted and Susan Mitchell, said in a copy of their e-mail
addressed to the Court.  According to the Mitchells, they are
"very conservative investors" of WaMu.

Similarly, Ganesan Jayamaran, a preferred shareholder and an
unsecured creditor of the Debtors, asked Judge Walrath, in a
separate letter, to "provide a relief to all Series R Preferred
Shareholders."

"[The] FDIC . . . is clearly arm-twisting the Company by favoring
JPMorgan Chase and depriving millions of stakeholders of the Bank
of their genuine investments and retirements in the bank and its
subsidiaries," Mr. Jayamaran told the Court.

              S. Rotella to Blame for WaMu's Fate,
              Certain Former WaMu Officer Allege

In other news, the Seattle Times reports that former WaMu
executives lay the blame of the company's demise on WaMu's former
second top man, Stephen Rotella.

Mr. Rotella once served as WaMu's president and chief operating
officer.  He stepped down from those positions on Oct. 3, 2008.

While former WaMu Chairman and CEO Kerry Killinger has been
publicly criticized for the alleged mismanagement of WaMu, the
company's former employees themselves say Mr. Rotella also
contributed as much to the company's mishap, the Seattle Times
notes.

Former WaMu executives say Mr. Rotella leaned towards allowing
more mortgages even when several quarters have advised the
company to be more conservative in its lending activities, the
news source cites.

Nevertheless, other WaMu executives also came to Mr. Rotella's
rescue, saying he worked hard at reviving an ailing company, the
Seattle Times points out.

            More Parties File Notices of Appearance

More than 10 entities filed with the Court requests for service
of documents relating to WaMu's Chapter 11 proceedings:

  -- Federal Depository Insurance Corporation
  -- Hodges & Associates
  -- Newstat Factors, Inc.
  -- Law Debenture Trust Company of New York
  -- Clear Channel Communications, Inc.
  -- Nationwide Title Clearing, Inc.
  -- Fir Tree Value Master fund, L.P.
  -- Fir Tree Capital Opportunity Master Fund, L.P.
  -- Centerbridge Partners, L.P.
  -- Concur Technologies, Inc.
  -- ADT Security Services, Inc.
  -- Water Holly
  -- Paradigm Tax Group, LLC
  -- Moody's Investors Service

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.


WASHINGTON MUTUAL: Senior Bonds Pegged at $0.57 at Auction
----------------------------------------------------------
At an Oct. 23, 2008 auction, some 14 dealers valued the senior
bonds of Washington Mutual Inc. to be worth 57 cents on the
dollar, Bloomberg News reports.  That meant sellers of the
WaMu-backed credit default swaps will have to pay 43 cents on the
dollar on those bonds, Shannon D. Harrington at Bloomberg noted.

WaMu had about $4.1 billion of senior bonds outstanding, CRT
Capital Group analyst Kevin Starke noted, as quoted by Bloomberg.

Some 500 entities participated in the Auction, including major
global financial institutions like Bank of America Barclays,
Citigroup and Goldman Sachs, according to CNN.com.

CNN.com noted that credit default swaps "act as a form of
insurance", under which corporate bondholders purchase products
to protect themselves in case a company goes bankrupt, as was the
case with WaMu.

Investors may consider buying WaMu bonds because they may recover
more in bankruptcy, Bloomberg quoting Mr. Starke as saying.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.


WASHINGTON MUTUAL: Wants Schedules filing Extended Until Dec. 1
---------------------------------------------------------------
In a certification filed with the the U.S. Bankruptcy Court for
the District of Delaware on Oct. 31, 2008, Mark D. Collins, Esq.,
at Richards, Layton & Finger, P.A., in Wilmington, Delaware,
notified parties-in-interest that for reasons stated in the open
court, Washington Mutual, Inc., and WMI Investment Corp. have
revised their request to extend the deadline within which they may
file their (i) schedules of assets and liabilities, (ii) schedules
of current income and expenditures, (iii) schedules of executory
contracts and unexpired leases, and (iv) statements of financial
affair,, through and including Dec. 1, 2008.

A hearing to consider the Debtors' revised proposal will be held
on Nov. 25, 2008.

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.


WEST SHORE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: West Shore Associates, Inc.
        21125 Bird Nest Terrace
        Boca Raton, FL 33433

Bankruptcy Case No.: 08-17421

Chapter 11 Petition Date: November 3, 2008

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Allan C. Watkins, Esq.
                  Watkins Law Firm, PA
                  707 N Franklin Street, Suite 750
                  Tampa, FL 33602
                  Tel: (813) 226-2215

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

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

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


WHM COPPER: Case Summary and Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: WHM Copper Mountain Investments, LLC
        3340 Peachtree Road, NE, Suite 2200
        Atlanta, GA 30326

Bankruptcy Case No.: 08-82012

Chapter 11 Petition Date: October 31, 2008

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: James C. Cifelli, Esq.
                  Lamberth, Cifelli, Stokes & Stout, PA
                  East Tower, Suite 550
                  3343 Peachtree Road, NE
                  Atlanta, GA 30326
                  Tel: (404) 262-7373
                  E-mail: jcifelli@lcsslaw.com

Estimated Assets: $100,000,000 to $500,000,000

Estimated Debts: $50,000,000 to $100,000,000

Debtor's four largest unsecured creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
King & Spalding                  Legal fees             $58,820
1100 Louisiana St., Suite 4000
Houston, TX 77002-5213

Pinal County Treasurer           Property taxes          $6,191
P.O. Box 729
Florence, AZ 85232

Richard Lane                     Legal fees              $3,093
2929 N. 44th Street #220
Phoenix, AZ 85018

Silens Security                  Security services       $1,422
394 W. Honeysuckle Dr.
Chandler, AZ 85248


WINDY CITY: Court Dismisses Chapter 11 Bankruptcy Case
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona dismissed on
Oct. 14, 2008, Windy City Group LLC's Chapter 11 bankruptcy case.

As reported in the Troubled Company Reporter on Oct. 2, 2008, the
Debtor moved for the dismissal of its Chapter 11 case, saying that
it no longer needs bankruptcy protection and is not in default
with respect to any creditor with whom it has not reached an
agreement and compromise.

Scottsdale, Arizona-based Windy City Group LLC filed for Chapter
11 protection on June 18, 2008 (Bankr. D. Ariz. Case No.
08-07274).  Tim Coker, Esq., at the Coker Law Office, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed assets of $10 million
to $50 million, and debts of $10 million to $50 million.


WILLIAMS COS: Fitch Puts Jr. Sub. Debentures' BB Rating on Watch
----------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings (IDR) and
outstanding debt ratings for The Williams Companies, Inc. (WMB)
and its two debt issuing pipeline company subsidiaries
Transcontinental Gas Pipe Line Corp. (TGPL) and Northwest Pipeline
GP (NWP) on Rating Watch Evolving.

Rating Watch Evolving indicates the ratings may be raised, lowered
or maintained at current levels. Approximately $6.76 billion of
outstanding long-term debt is affected.

Current ratings for WMB, TGPL and NWP are:

   WMB
   -- IDR at 'BBB-';
   -- Senior unsecured at 'BBB-';
   -- Junior subordinated convertible debentures at 'BB'.

   TGPL
   -- IDR at 'BBB';
   -- Senior unsecured at 'BBB'.

   NWP
   -- IDR at 'BBB';
   -- Senior unsecured at 'BBB'.

Fitch's rating action follows the announcement that WMB's
management and board of directors are evaluating a variety of
structural changes in the company as a means to further enhance
shareholder value. Potential changes include, but are not limited
to, separation of one or more of its principal business units. WMB
expects to announce early next year its specific direction on
structural changes.

Fitch notes that the Evolving Rating Watch status in part reflects
the lack of detail available at this time and could change prior
to execution of any transaction depending on the direction the
company chooses to take, the prospective financial and risk
profiles of the surviving entities, capital market conditions or
other factors. Ratings for WMB, TGPL and NWP recognize the latest
financial guidance provided by the company for future years which
reflects current commodity price expectations. Ratings for WMB,
TGPL and NWP were most recently affirmed with a Stable Outlook by
Fitch on Oct. 14, 2008.


WILLIAMS COS: Moody's Changes Unit's Ba2 Rating Outlook to Neg.
---------------------------------------------------------------
Moody's Investors Service changed The Williams Companies, Inc.'s
(Williams -- Baa3 senior unsecured) ratings outlook to negative
following the announcement that its management and board of
directors are evaluating a variety of structural changes in the
company. These potential changes include, but are not limited to,
separation of one or more of its principal business units.

Moody's also changed the rating outlook to negative for each of
Williams' rated subsidiaries, including Transcontinental Gas Pipe
Line Corporation (Transco - Baa2 senior unsecured), Northwest
Pipeline Corporation (Northwest - Baa2 senior unsecured) and
Williams Partners L.P. (WPZ - Ba2 corporate family rating).

"The negative outlook reflects the uncertainty of which businesses
will be retained by Williams and what its ultimate capital
structure will be," commented Pete Speer, Moody's Vice-President.
"While management has stated that its intention is to retain an
investment grade rating, there is risk that the final course of
action chosen could result in a ratings downgrade."

Williams has substantial businesses in exploration and production
(E&P), midstream gas and interstate natural gas pipelines,
supporting approximately $8 billion in consolidated debt. Transco,
Northwest and a 50% ownership interest in Gulfstream, are major
regulated pipelines that are forecasted to generate approximately
$660 million of segment profit in 2008. The midstream business
includes gas gathering, treating and processing assets with
forecasted 2008 segment profit of about $1.05 billion due to
record processing margins that have begun to moderate with lower
commodity prices. The E&P business, with 4.1 Tcfe of proved
reserves at December 31, 2007 and average daily production of 1.1
Bcfe during the third quarter of 2008, has sizable scale but
significant concentration in the Piceance basin. E&P is expected
to contribute $1.35 billion of segment profit in 2008, while
consuming $2.4 billion in capital expenditures to fund its strong
production growth.

In recent years Williams formed WPZ and Williams Pipeline Partners
L.P. (not rated), two master limited partnerships (MLP) focused on
midstream and interstate pipeline assets. These MLPs were formed
to fund Williams' growth through asset sale drop downs and
eventually own all of the company's midstream and interstate gas
pipeline assets. While these entities have been a significant
source of equity capital, they also add complexity to Williams'
capital structure and the market access for MLP's has been
constrained due to the current market turmoil.

In order to keep its investment grade rating, the amount of
leverage retained will need to be commensurate with the business
risk profile, scale and diversification of the business unit or
units retained by Williams.

The Williams Companies, headquartered in Tulsa, Oklahoma, is an
integrated natural gas company.


X-RITE INC: Moody's Ups $67.8MM 2nd Lien Sr. Loan Rating to Caa2
----------------------------------------------------------------
Moody's Investors Service upgraded X-Rite, Incorporated corporate
family rating to B3 from Caa1 and upgraded the rating of X-Rite's
first lien senior secured credit facilities to B2 from B3 and the
rating on its second lien term loan to Caa2 from Caa3. The actions
acknowledge the material reduction in financial leverage (debt
reduced to approximately $272 million from pre-equity infusion
levels of $400 million) following the completion of the previously
announced equity infusion and intended sale of life insurance
policies. These ratings actions conclude the review for possible
downgrade that was initiated on May 12, 2008. Moody's also
upgraded the speculative grade liquidity rating to SGL-3 from SGL-
4.

Notwithstanding this reduction in leverage, the rating also
considers Moody's concern over the company's declining sales, a
challenging operating environment, and the fact that the company's
track record since the Amazys/Pantone acquisitions negatively
weighs in on performance.

The change in the speculative grade liquidity rating to SGL-3 from
SGL-4 reflects Moody's view that liquidity over the next twelve
months is expected to be adequate given the recent completion of a
new amendment. The amendment should provide good flexibility under
financial covenants and orderly access to the revolving credit
facility. The liquidity rating continues to incorporate ongoing
challenges to internal sources of cash throughout the near term,
however the rating incorporates an expectation that the company
will generate positive free cash flow over the next twelve months,
particularly as restructuring charges diminish and cost synergies
are realized.

The negative outlook reflects the pressure on sales and
profitability primarily resulting from the continued and likely
prolonged global downturn in the some of the company's end
markets, such as printing, retail, and automotive/textiles.

These ratings were upgraded:

   -- Corporate family rating, to B3 from Caa1;

   -- Probability-of-default rating, to B3 from Caa1;

   -- $40 million senior secured revolving credit facility due
      2012, to B2 (LGD3, 36%) from B3 (LGD3, 36%);

   -- $182.8 million first lien senior secured term loan due
      2012, to B2 (LGD3, 36%) from B3 (LGD3, 36%);

   -- $67.8 million second lien senior secured term loan due
      2013, to Caa2 (LGD5, 87%) from Caa3 (LGD5, 87%).

X-Rite, Incorporated, headquartered in Grand Rapids, Michigan, is
the world's largest provider of color measurement systems offering
hardware, software, and support solutions that ensure color
accuracy. The company reported actual sales of approximately $275
million through the twelve months ended September 27, 2008.


* Moody's Cuts Ratings of Derivative Deals Exposed to Lehman
------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of certain
synthetic credit derivative transactions that have exposure to
Lehman Brothers Special Financing Inc. Moody's explained that
LBSFI acts as a credit default swap counterparty in the
Transactions and that its obligations as such are guaranteed by
Lehman Brothers Holdings Inc. The filing of a petition of
bankruptcy of LBHI under Chapter 11 of the U.S. Bankruptcy Code on
September 15, 2008, is expected to result in an Event of Default
under the CDS in the Transactions and subsequently an Event of
Default under the applicable Transaction indenture, as well as an
acceleration of the principal of and accrued and unpaid interest
on the notes issued by the Transactions.

The collateral securing the obligation to make payments with
respect to the notes in all the Transactions is the shares of the
Lehman Brothers Enhanced Libor Fund, a portolio of highly-rated
asset-backed securities. Moody's Investors Service downgraded the
fund rating and the market risk rating of the Fund on Monday
November 3, 2008 to A/MR5 from Aaa/MR3. Following an acceleration
of the notes, the Fund's portfolio may be liquidated. The proceeds
of such a liquidation may not be sufficient to repay in full the
amount due under the Notes.

The rating actions reflect the increased expected loss
attributable to the notes as the result of such liquidation. The
severity of losses of certain tranches may be different, however,
depending on the timing and outcome of a liquidation of the Fund.
Because of this uncertainty, the ratings of the tranches remain on
review for possible downgrade.

Transaction: Airlie LCDO I (AVIV LCDO 2006-3), Ltd.

   Class Description: $50,000,000 Class B-2 Floating Rate Notes
   Due 2011

   * Prior Rating: Aa2, on review for possible downgrade
   * Prior Rating Date: 9/22/2008
   * Current Rating: Ba2, on review for possible downgrade

   Class Description: $14,500,000 Class C Floating Rate Notes Due
   2011

   * Prior Rating: Ba1, on review for possible downgrade
   * Prior Rating Date: 9/22/2008
   * Current Rating: Caa1, on review for possible downgrade

   Class Description: $12,000,000 Class D Floating Rate
   Deferrable Notes Due 2011

   * Prior Rating: B2, on review for possible downgrade
   * Prior Rating Date: 9/22/2008
   * Current Rating: Ca

Transaction: Aviv LCDO 2006-1, Limited

   Class Description: $55,000,000 Class B Floating Rate Notes Due
   2011

   * Prior Rating: A2, on review for possible downgrade
   * Prior Rating Date: 9/22/2008
   * Current Rating: B2, on review for possible downgrade

   Class Description: $9,000,000 Class C Floating Rate Notes Due
   2011

   * Prior Rating: Ba2, on review for possible downgrade
   * Prior Rating Date: 9/22/2008
   * Current Rating: Caa1, on review for possible downgrade

   Class Description: $9,000,000 Class D Floating Rate Deferrable
   Notes Due 2011

   * Prior Rating: B2, on review for possible downgrade
   * Prior Rating Date: 9/22/2008
   * Current Rating: Ca

Transaction: Exum Ridge CBO 2006-1, LTD.

   Class Description: U.S.$12,000,000 Class C Floating Rate
   Deferrable Notes Due 2011

   * Prior Rating: A2, on review for possible downgrade
   * Prior Rating Date: 5/16/2008
   * Current Rating: Baa2, on review for possible downgrade

   Class Description: U.S. $12,000,000 Class D Floating Rate
   Deferrable Notes Due 2011

   * Prior Rating: Baa2, on review for possible downgrade
   * Prior Rating Date: 5/16/2008
   * Current Rating: B2, on review for possible downgrade

   Class Description: U.S.$12,000,000 Class E Floating Rate
   Deferrable Notes Due 2011

   * Prior Rating: Ba1, on review for possible downgrade
   * Prior Rating Date: 5/16/2008
   * Current Rating: Ca

Transaction: Exum Ridge CBO 2006-2

   Class Description: U.S. $12,000,000 Class D Floating Rate
   Deferrable Notes Due 2011

   * Prior Rating: Baa2, on review for possible downgrade
   * Prior Rating Date: 5/16/2008
   * Current Rating: Ba2, on review for possible downgrade

   Class Description: U.S. $4,500,000 Class E-1 Floating Rate
   Deferrable Notes Due 2011

   * Prior Rating: Ba2, on review for possible downgrade
   * Prior Rating Date: 5/16/2008
   * Current Rating: Ca

   Class Description: U.S. $7,500,000 Class E-2 Floating Rate
   Deferrable Notes Due 2011

   * Prior Rating: Ba2, on review for possible downgrade
   * Prior Rating Date: 5/16/2008
   * Current Rating: Ca

Transaction: Exum Ridge 2006-5

   Class Description: Class E

   * Prior Rating: Ba2, on review for possible downgrade
   * Prior Rating Date: 5/16/2008
   * Current Rating: B2, on review for possible downgrade

Transaction: Exum Ridge 2007-1

   Class Description: Class D

   * Prior Rating: Ba2, on review for possible downgrade
   * Prior Rating Date: 5/16/2008
   * Current Rating: B2, on review for possible downgrade

Transaction: Exum Ridge CBO 2007-2, Ltd.

   Class Description: U.S. $13,500,000 Class D Floating Rate
   Deferrable Notes Due 2014

   * Prior Rating: Ba2, on review for possible downgrade
   * Prior Rating Date: 5/16/2008
   * Current Rating: B2, on review for possible downgrade

Transaction: Pebble Creek LCDO 2006-1, Ltd.

   Class Description: Class D Notes

   * Prior Rating: Baa2, on review for possible downgrade
   * Prior Rating Date: 5/16/2008
   * Current Rating: B2, on review for possible downgrade

Transaction: Pebble Creek LCDO 2007-3, Ltd.

   Class Description: U.S. $8,000,000 Class E Floating Rate
   Deferrable Notes due 2014

   * Prior Rating: Ba2, on review for possible downgrade
   * Prior Rating Date: 5/16/2008
   * Current Rating: B2, on review for possible downgrade

Transaction: SGS HY Credit Fund I (Exum Ridge CBO 2006-3), Ltd.

   Class Description: $3,000,000 Class E-1 Floating Rate
   Deferrable Notes Due 2011

   * Prior Rating: Ba2, on review for possible downgrade
   * Prior Rating Date: 5/16/2008
   * Current Rating: B2, on review for possible downgrade

   Class Description: $9,000,000 Class E-2 Floating Rate
   Deferrable Notes Due 2011

   * Prior Rating: Ba2, on review for possible downgrade
   * Prior Rating Date: 5/16/2008
   * Current Rating: B2, on review for possible downgrade

Transaction: White Marlin CDO 2007-1, Ltd.

   Class Description: U.S. $44,800,000 Class B-2 Floating Rate
   Notes Due 2014

   * Prior Rating: Aaa, on review for possible downgrade
   * Prior Rating Date: 3/27/2008
   * Current Rating: Baa2, on review for possible downgrade

   Class Description: U.S. $8,000,000 Class C-1 Floating Rate
   Notes Due 2014

   * Prior Rating: A2, on review for possible downgrade
   * Prior Rating Date: 9/22/2008
   * Current Rating: B2, on review for possible downgrade

   Class Description: U.S. $10,000,000 Class C-2 Fixed Rate Notes
   Due 2014

   * Prior Rating: A2, on review for possible downgrade
   * Prior Rating Date: 9/22/2008
   * Current Rating: B2, on review for possible downgrade

   Class Description: U.S. $18,000,000 Class D Floating Rate
   Deferrable Notes Due 2014

   * Prior Rating: B2, on review for possible downgrade
   * Prior Rating Date: 9/22/2008
   * Current Rating: Ca

   Class Description: U.S. $24,000,000 Class E Contingent Funding
   Deferrable Notes Due 2014

   * Prior Rating: Baa2, on review for possible downgrade
   * Prior Rating Date: 3/27/2008
   * Current Rating: B1, on review for possible downgrade


* Moody's Comments on Structured Finance Deals Exposed to AIG
-------------------------------------------------------------
Moody's Investors Service is presently assessing the impact of
linkage to American International Group Inc on the ratings of all
structured finance transactions that have exposure to AIG as
guarantor in relation to one or more swap agreements.

The senior debt obligations of AIG are rated A3/Prime-1 by
Moody's. These ratings are currently on review for possible
downgrade.

According to Moody's published criteria, the risk of default by a
guarantor in relation to swap payments is substantially de-linked
from structured finance transactions provided that the swap
counterparty is required to take suitable remedial action
following a downgrade of the guarantor below certain rating
thresholds and the performance of such remedial action is
irrevocably guaranteed by the guarantor. Typically, the remedial
action involves posting collateral and, upon downgrade of the
guarantor below A3/Prime-2, using reasonable efforts to transfer
the counterparty's rights and obligations to (or obtain a
guarantee from) a suitably rated third party.

The counterparties under the Swap Agreements are subsidiaries of
AIG and the Swap Agreements provide for remedial action to be
taken by the Swap Counterparties by reference to the ratings of
AIG. The recent rating actions in respect of AIG have already
triggered obligations to post collateral under certain Swap
Agreements. Moody's understands that the Swap Counterparties
intend to perform these obligations and are currently posting
collateral under the relevant Swap Agreements for which credit
support annexes are in place.

However, the likelihood that the Swap Counterparties' obligations
to take remedial action will continue to be performed depends, in
part, on whether such obligations are guaranteed by AIG. Although
the Swap Counterparties are rated by Moody's, their ratings are
primarily based on general parent guarantees pursuant to which AIG
guarantees the "monetary" obligations owed by the Swap
Counterparties to third parties. AIG also provides a separate
guarantee for each Swap Agreement that covers "payment"
obligations owed by the relevant Swap Counterparty under such Swap
Agreement.

In Moody's view, since the General Guarantees and the Specific
Guarantees relate only to "monetary" and "payment" obligations
respectively, they do not clearly guarantee the Swap
Counterparties' obligations to post collateral. For the same
reason, Moody's believes that these guarantees probably do not
cover the Swap Counterparties' obligations to take steps to find
third parties that are willing to act as guarantors or replacement
swap providers. The General Guarantees would guarantee any up-
front payments that become payable to third party transferees or
guarantors, but this is of limited value from a ratings
perspective since the General Guarantees can be terminated by AIG
at any time in respect of obligations that have not yet been
contracted for.

Failure by the Swap Counterparties to perform the required
remedial actions would entitle the relevant issuers to terminate
the Swap Agreements and any resultant termination payment owing by
the Swap Counterparties would be guaranteed by AIG. Moody's does
not, however, assume that the issuers will terminate and replace
the Swap Agreements promptly upon a failure to perform remedial
action.

The limited scope of the General Guarantees and Specific
Guarantees means they are not Eligible Guarantees (as defined in
Moody's published criteria) and reduces the effectiveness of the
rating downgrade provisions in the Swap Agreements, resulting in
greater linkage to AIG. Further, due to the recent rating actions
in relation to AIG, the Affected Ratings have become more
sensitive to linkage in respect of AIG default risk. Moody's will
assess the impact of this linkage on the Affected Ratings, taking
account of all relevant factors including the structure of each
transaction, the nature of each Swap Agreement and the amount of
any collateral already posted.

Moody's expects to release further statements and/or rating
actions for specific regions, asset classes and transactions
shortly.


* 36 Ratings Lowered on 10 U.S. CDO of ABS Transactions
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 36
tranches from 10 U.S. cash flow and hybrid collateralized debt
obligation (CDO) transactions.  S&P removed 16 of the lowered
ratings from CreditWatch with negative implications.  At the same
time, S&P placed three ratings from Gemstone CDO II Ltd. on
CreditWatch with negative implications. The ratings on 16 of the
downgraded tranches are on CreditWatch with negative implications,
indicating a significant likelihood of further downgrades.  The
CreditWatch placements primarily affect transactions for which a
significant portion of the collateral assets currently have
ratings on CreditWatch with negative implications or have
significant exposure to assets rated in the 'CCC' category.

The 36 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $4.352 billion.  Nine of the 10 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.  The other transaction is a high-
grade SF CDO of ABS that was collateralized at origination
primarily by 'AAA' through 'A' rated tranches of RMBS and other SF
securities.  The CDO downgrades reflect a number of factors,
including credit deterioration and recent negative rating actions
on U.S. subprime RMBS.

In addition, Standard & Poor's reviewed the ratings assigned to
Newcastle CDO IV Ltd., and based on the current credit support
available to the tranches, has left the ratings at their current
levels.

To date, S&P has lowered S&P's ratings on 4,005 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, 1,110 ratings from 443
transactions are currently on CreditWatch with negative
implications for the same reasons.  In all, S&P has downgraded
$478.137 billion of CDO issuance.  Additionally, S&P's ratings on
$11.995 billion of securities have not been lowered but are
currently on CreditWatch with negative implications, indicating a
high likelihood of future downgrades.

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
  -----------            -----      --             ----
  ACA ABS 2007-3 Ltd.    X          CCC-           B-/Watch Neg
  Commodore CDO I Ltd.   B          BBB-           A-
  Commodore CDO I Ltd.   C          CC             CCC-
  Coronado CDO Ltd.      B-1        BBB-/Watch Neg A-/Watch Neg
  Coronado CDO Ltd.      B-2        BBB-/Watch Neg A-/Watch Neg
  Coronado CDO Ltd.      C-1        B-/Watch Neg   BB/Watch Neg
  Coronado CDO Ltd.      C-2        B-/Watch Neg   BB/Watch Neg
  Coronado CDO Ltd.      Type II    BBB-/Watch Neg BBB
  Gemstone CDO II Ltd.   A-1        AAA/Watch Neg  AAA
  Gemstone CDO II Ltd.   A-2        AAA/Watch Neg  AAA
  Gemstone CDO II Ltd.   A-3        AAA/Watch Neg  AAA
  Gemstone CDO II Ltd.   B          A+/Watch Neg   AA/Watch Neg
  Gemstone CDO II Ltd.   C          BBB/Watch Neg  A/Watch Neg
  Gemstone CDO II Ltd.   D          BB+/Watch Neg  BBB+/Watch Neg
  Gemstone CDO II Ltd.   E          CCC-           BB+/Watch Neg
  Gemstone CDO II Ltd.   F          CC             CCC/Watch Neg
  Gemstone CDO III Ltd.  A-1        B/Watch Neg    AA
  Gemstone CDO III Ltd.  A-2        BBB-/Watch Neg AAA
  Gemstone CDO III Ltd.  A-3        B/Watch Neg    AA
  Gemstone CDO III Ltd.  B          CCC-           A-
  Gemstone CDO III Ltd.  C          CC             BBB-
  Gemstone CDO III Ltd.  D          CC             CCC+/Watch Neg
  Gemstone CDO III Ltd.  E          CC             CCC-/Watch Neg
  Independence VI CDO
  Ltd.                   A1         BB/Watch Neg   AA-/Watch Neg
  Independence VI CDO
  Ltd.                   A2         CCC-           BBB/Watch Neg
  Independence VI CDO
  Ltd.                   B          CC             B+/Watch Neg
  Long Hill 2006-1 Ltd.  S1VF       BBB-/Watch Neg AA/Watch Neg
  Long Hill 2006-1 Ltd.  S2T        B-/Watch Neg   BBB-/Watch Neg
  Long Hill 2006-1 Ltd.  A1         CC             BB+/Watch Neg
  Mercury CDO II Ltd.    A-1        B+/Watch Neg   AA/Watch Neg
  Mercury CDO II Ltd.    A-2        CCC-           BBB/Watch Neg
  Mercury CDO II Ltd.    B          CC             CCC-/Watch Neg
  Montauk Point CDO II
  Ltd.                   A1S        CC             CCC-/Watch Neg
  Montauk Point CDO II
  Ltd.                   A1J        CC             CCC/Watch Neg
  STAtic ResidenTial
  CDO 2005-B A-1         B/Watch Neg    AA+/Watch Neg
  STAtic ResidenTial
  CDO 2005-B A-2         CCC            A+/Watch Neg
  STAtic ResidenTial
  CDO 2005-B B           CC             BB/Watch Neg
  STAtic ResidenTial
  CDO 2005-B C           CC             B/Watch Neg
  STAtic ResidenTial
  CDO 2005-B D           CC             CCC-/Watch Neg

                      OTHER RATINGS REVIEWED

  Transaction                   Class      Rating
  -----------                   -----      ------
  ACA ABS 2007-3 Ltd.           A-1LA      CC
  ACA ABS 2007-3 Ltd.           A-1LB      CC
  ACA ABS 2007-3 Ltd.           A-2L       CC
  ACA ABS 2007-3 Ltd.           A-3L       CC
  ACA ABS 2007-3 Ltd.           A-4L       CC
  ACA ABS 2007-3 Ltd.           ComboNotes AAA
  Commodore CDO I Ltd.          A          AAA
  Coronado CDO Ltd.             A-1        AAA
  Coronado CDO Ltd.             A-2        AAA
  Independence VI CDO Ltd.      C          CC
  Independence VI CDO Ltd.      D          CC
  Independence VI CDO Ltd.      E          CC
  Long Hill 2006-1 Ltd.         A2         CC
  Long Hill 2006-1 Ltd.         A3         CC
  Long Hill 2006-1 Ltd.         B          CC
  Long Hill 2006-1 Ltd.         C          CC
  Long Hill 2006-1 Ltd.         Combo Nts  CC
  Mercury CDO II Ltd.           C          CC
  Mercury CDO II Ltd.           D          CC
  Montauk Point CDO II Ltd.     A2         CC
  Montauk Point CDO II Ltd.     A3         CC
  Montauk Point CDO II Ltd.     A4         CC
  Montauk Point CDO II Ltd.     B          CC
  Montauk Point CDO II Ltd.     C          CC
  Montauk Point CDO II Ltd.     Combo Sec  AAA
  Newcastle CDO IV Ltd.         I          AAA
  Newcastle CDO IV Ltd.         II-FL Def  AA
  Newcastle CDO IV Ltd.         II-FX Def  AA
  Newcastle CDO IV Ltd.         III-FL Def A
  Newcastle CDO IV Ltd.         III-FX Def A
  Newcastle CDO IV Ltd.         IV-FL Def  BBB
  Newcastle CDO IV Ltd.         IV-FX Def  BBB
  Newcastle CDO IV Ltd.         V Def      BB


* S&P Junks Ratings on Various U.S. Subprime RMBS
-------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 32
classes of pass-through certificates from 15 U.S. subprime
residential mortgage-backed securities (RMBS) transactions from
various issuers.  At the same time, S&P removed six of the lowered
ratings from CreditWatch with negative implications.
Additionally, S&P affirmed its ratings on 36 other classes of
certificates from the same transactions.  S&P also removed two of
the affirmed ratings from CreditWatch with negative implications.

The lowered ratings reflect S&P's loss expectations based on the
dollar amount of loans in the transactions' delinquency pipelines,
coupled with remaining credit support.  Because the pool factors
for transactions with the lowered ratings are becoming
increasingly small, the potential losses from delinquent loans
could have a more significant impact on the credit support
available for the remaining classes.  Based on the current
collateral performance of these transactions, S&P projects that
future credit enhancement percentages will be insufficient to
maintain the ratings at their previous levels.

As of the Oct. 25, 2008, distribution, cumulative losses for the
downgraded transactions ranged from 1.03% to 8.54% of each
transaction's original pool balance.  Total delinquencies ranged
from 11.51% to 54.92% of the current pool balances, while severe
delinquencies (90-plus days, foreclosures, and REOs) ranged from
3.36% to 35.49% of the current pool balances.

The affirmations reflect current and projected credit support
percentages, which are sufficient to maintain the ratings at their
current levels.  As of the October 2008 remittance report, credit
support for these classes ranged from 4.82% to 93.04% of the
current pool balances.  In comparison, the ratio of current credit
enhancement to original enhancement ranged from 0.52x to 3.94x.

A combination of subordination, excess interest, and O/C (when O/C
has not been completely depleted) provide credit enhancement for
these transactions.  The collateral supporting these series
originally consisted of pools of U.S. subprime fixed- and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.

                         RATING ACTIONS

Argent Securities Inc.
Series    2003-W7

                                 Rating

   Class      CUSIP         To             From
   -----      -----         --             ----
   M-5        040104DC2     BB             BBB
   M-6        040104DD0     CCC            B

   Argent Securities Inc.
   Series    2003-W10

                                 Rating

   Class      CUSIP         To             From
   -----      -----         --             ----
   M-2        040104EP2     A-             A
   M-3        040104ET4     BB             A-
   M-4        040104EU1     B              BBB+
   M-5        040104EQ0     CCC            BBB
   M-6        040104ER8     CC             CCC

CDC Mortgage Capital Trust 2002-HE3
Series    2002-HE3

                                 Rating

   Class      CUSIP         To             From
   -----      -----         --             ----
   M-1        12506YAS8     BBB-           AA+
   M-2        12506YAT6     CC             BB

CDC Mortgage Capital Trust 2003-HE1
Series    2003-HE1

                                 Rating


   Class      CUSIP         To             From
   -----      -----         --             ----
   M-1        12506YAY5     AA             AA+
   M-2        12506YAZ2     B              BBB-
   M-3        12506YBA6     CCC            B-

Citigroup Home Equity Loan Trust Series 2003-HE1
Series 2003-HE1

                              Rating

   Class      CUSIP         To             From
   -----      -----         --             ----
   M-3        79549AXL8     A+             AA
   M-4        79549AXM6     BBB            A+
   M-5        79549AXN4     CCC            A-

Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2001-A
Series SPMD2001-A

                                 Rating

   Class      CUSIP         To             From
   -----      -----         --             ----
   MF-1       456606BZ4     BBB-           A-/Watch Neg
   MV-2       456606CF7     A              A/Watch Neg


Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2001-B
Series SPMD2001-B

                                 Rating

   Class      CUSIP         To             From
   -----      -----         --             ----
   MF-1       456606CQ3     B              AA+
   MF-2       456606CR1     CCC            A/Watch Neg

RASC Series 2002-KS2 Trust
Series 2002-KS2

                                 Rating

   Class      CUSIP         To             From
   -----      -----         --             ----
   M-I-1      76110WNK8     A              AA
   M-I-2      76110WNL6     B              BBB/Watch Neg

RASC Series 2003-KS2 Trust
Series 2003-KS2

                                 Rating

   Class      CUSIP         To             From
   -----      -----         --             ----
   M-I-2      76110WQU3     BBB+           A+
   M-I-3      76110WQV1     BB-            BBB+

Renaissance Home Equity Loan Trust 2002-4
Series 2002-4

                                 Rating

   Class      CUSIP         To             From
   -----      -----         --             ----
   B          759950AP3     CCC            BBB

Renaissance Home Equity Loan Trust 2003-1
Series 2003-1

                                 Rating

   Class      CUSIP         To             From
   -----      -----         --             ----
   M-2        759950AT5     BBB-           A
   B-A        759950AU2     CCC            BBB
   B-F        759950AV0     CCC            BBB

Salomon Home Equity Loan Trust, Series 2001-1
Series 2001-1

                                 Rating

   Class      CUSIP         To             From
   -----      -----         --             ----
   MF-2       79550DAE9     B              BBB
   MV-4       79550DAL3     BBB            BBB/Watch Neg

Salomon Home Equity Loan Trust, Series 2002-WMC1
Series 2002-WMC1

                                 Rating

   Class      CUSIP         To             From
   -----      -----         --             ----
   M-2        79549AKG3     B              A
   M-3        79549AKH1     CC             BB/Watch Neg

Salomon Home Equity Loan Trust, Series 2002-WMC2
Series 2002-WMC2

                                 Rating

   Class      CUSIP         To             From
   -----      -----         --             ----
   M-1        79550DAP4     B              AAA
   M-2        79550DAQ2     CCC            BB+/Watch Neg
   M-3        79550DAR0     CC             BB/Watch Neg

                         RATINGS AFFIRMED

Argent Securities Inc.
Series 2003-W7

   Class      CUSIP         Rating
   -----      -----         ------
   A-1        040104DE8     AAA
   A-2        040104CX7     AAA
   A-2B       040104CZ2     AAA
   M-1        040104DA6     AA
   M-2        040104DB4     A
   M-3        040104DF5     A-
   M-3B       040104DH1     A-
   M-4B       040104DK4     BBB+

Argent Securities Inc.
Series 2003-W10

   Class      CUSIP         Rating
   -----      -----         ------
   M-1        040104EN7     AA

Citigroup Home Equity Loan Trust Series 2003-HE1
Series 2003-HE1

   Class      CUSIP         Rating
   -----      -----         ------
   A          79549AXH7     AAA
   M-1        79549AXJ3     AAA
   M-2        79549AXK0     AA+

Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2001-A
Series SPMD2001-A

   Class      CUSIP         Rating
   -----      -----         ------
   AF-5       456606BW1     AAA
   AF-6       456606BX9     AAA
   AV         456606CD2     AAA
   MV-1       456606CE0     AA

RASC Series 2002-KS2 Trust
Series 2002-KS2

   Class      CUSIP         Rating
   -----      -----         ------
   A-I-5      76110WNG7     AAA
   A-I-6      76110WNH5     AAA

RASC Series 2003-KS2 Trust
Series 2003-KS2

   Class      CUSIP         Rating
   -----      -----         ------
   A-I-5      76110WQQ2     AAA
   A-I-6      76110WQR0     AAA
   M-I-1      76110WQT6     AA

Renaissance Home Equity Loan Trust 2002-4
Series 2002-4

   Class      CUSIP         Rating
   -----      -----         ------
   A          759950AL2     AAA
   M-1        759950AM0     AA
   M-2        759950AN8     A

Renaissance Home Equity Loan Trust 2003-1
Series 2003-1

   Class      CUSIP         Rating
   -----      -----         ------
   A          759950AQ1     AAA
   M-1        759950AS7     AA

Salomon Home Equity Loan Trust, Series 2001-1
Series 2001-1

   Class      CUSIP         Rating
   -----      -----         ------
   AF-3       79550DAC3     AAA
   MF-1       79550DAD1     AA
   MV-2       79550DAJ8     A
   MV-3       79550DAK5     A-

Salomon Home Equity Loan Trust, Series 2002-WMC1
Series 2002-WMC1

   Class      CUSIP         Rating
   -----      -----         ------
   M-1        79549AKF5     AAA

Salomon Mortgage Loan Trust, Series 2002-CB3
Series 2002-CB3

   Class      CUSIP         Rating
   -----      -----         ------
   M-2        79549AQZ5     AAA
   B-1        79549ARA9     AA
   B-2        79549ARB7     A+


* S&P Says Bond Insurers' Projected Losses In RMBS & CDOs Up
------------------------------------------------------------
Bond insurers' projected losses have widened in nonprime and
second-lien residential mortgage-backed securities and related
collateralized debt obligations of asset-backed securities,
Standard & Poor's Ratings Services said in a report.

"The capital resources of these current and former 'AAA' rated
primary bond insurers have been greatly pressured by the
deteriorating performance of these asset classes," said Standard &
Poor's credit analyst Robert Green, in an article, "Projected
Losses Have Widened For Bond Insurers With RMBS And CDO Exposure."

Since S&P's analysis of the bond insurers' exposure to nonprime
mortgages and second-lien transactions in the 2005-2007 vintages
on Dec. 19, 2007, loss projections have worsened, the report
noted.  For instance, the projected losses for Alt-A, subprime,
closed-end second, and home equity line of credit transactions in
the 2007 vintage were 13.3%, 27%, 55.2%, and 37.9%, respectively,
as of Oct. 20, 2008.  This compares with projected losses of 3.5%,
18%, 40%, and 13%, respectively, on Dec. 19, 2007.  The higher
cumulative net loss assumptions reflect subsequently higher
delinquencies and foreclosures and the expectation for home
pricing depreciation beyond what was initially anticipated, the
report said.


* S&P Says Composite Credit Spreads Tighten Off Record Highs
------------------------------------------------------------
Both the Standard & Poor's investment-grade and speculative-grade
spreads tightened off of five-year highs Nov. 5, 2008, to 504
basis points (bps) and 1,405 bps, respectively. By rating
category, the 'AA' spread tightened to 416 bps, 'A' to 470 bps,
'BBB' to 600 bps, 'BB' to 935 bps, 'B' to 1,548 bps, and 'CCC' to
2,437 bps -- an average of 8 bps tighter than Tuesday's figures.

By about the same margin, industry spreads also tightened, leaving
financial institutions at 662 bps, banks at 1,405 bps, industrials
at 831 bps, utilities at 515 bps, and telecommunications at 738
bps.

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.


* Zolfo Cooper Professional Completes Kroll Mgt. Buyout
-------------------------------------------------------
Kroll Zolfo Cooper, the leading financial advisory, restructuring
and interim management firm, announced Nov. 3 that its senior
professionals have completed a management buyout from its
corporate parent, Kroll Inc.  The company will be known as Zolfo
Cooper and will be a privately owned and operated restructuring
advisory firm.
The transaction was led by John Boken, Joff Mitchell and Scott
Winn, who collectively form the new senior leadership team for
Zolfo Cooper in the U.S.
"Our transition to an independent firm will enhance our ability
to provide clients with the full benefits of our world-class
restructuring expertise," said Joff Mitchell, national practice
leader. "This is an important step in maintaining our leadership
position and enhancing our unparalleled reputation in the
restructuring industry."
"Our entire team is energized by the opportunity to continue to
design creative and practical restructuring solutions for our
clients as an independent firm," added Mitchell.  "The skills and
resources of our professionals are particularly relevant in the
current market environment, where many companies are facing
complex financial and operational challenges."

                      About Zolfo Cooper U.S.

Zolfo Cooper is the world's premier independent financial advisory
and interim management firm, serving leading law firms, investors
and corporations.  For more than 25 years, Zolfo Cooper
professionals have helped companies and their stakeholders manage
the unique challenges of financial and operational distress. Zolfo
Cooper's restructuring services incl


* Bond Pricing: For the Week of Nov. 3 - Nov. 7, 2008
-----------------------------------------------------
Company                 Coupon      Maturity  Bid Price
-------                 ------      --------  ---------
AIRTRAN HOLDINGS             7      7/1/2023      54.04
ABITIBI-CONS FIN         7.875      8/1/2009      75.00
BOWATER INC                  9      8/1/2009      54.50
BOWATER INC                9.5    10/15/2012      31.50
BOWATER INC                6.5     6/15/2013      24.81
BOWATER INC              9.375    12/15/2021      24.91
ANTIGENICS                5.25      2/1/2025      30.50
ATHEROGENICS INC           4.5      9/1/2008      11.50
ATHEROGENICS INC           4.5      3/1/2011       8.31
ATHEROGENICS INC           1.5      2/1/2012       9.00
ASSURED GUARANTY           6.4    12/15/2066      15.00
AHERN RENTALS             9.25     8/15/2013      30.00
AMER GENL FIN                3    11/15/2008      98.90
AMER GENL FIN             3.75    12/15/2008      92.25
AMER GENL FIN             3.75    12/15/2008      95.06
AMER GENL FIN            3.875    12/15/2008      92.00
AMER GENL FIN              4.3     3/15/2009      77.50
AMER GENL FIN             4.75     3/15/2009      50.00
INTL LEASE FIN           6.375     3/15/2009      91.00
AMER GENL FIN              3.8     4/15/2009      72.00
AMER GENL FIN             3.35     5/15/2009      36.00
AMER GENL FIN            4.625     5/15/2009      73.00
INTL LEASE FIN             5.6     5/15/2009      70.00
AMER GENL FIN              3.1     6/15/2009      16.00
AMER GENL FIN                4     6/15/2009      53.13
AMER GENL FIN             4.35     6/15/2009      44.89
AMER GENL FIN             5.15     6/15/2009      80.90
AMER GENL FIN              3.1     7/15/2009      50.00
AMER GENL FIN              4.4     7/15/2009      41.00
AMER GENL FIN              4.5     7/15/2009      80.00
AMER GENL FIN                4     8/15/2009      63.00
AMER GENL FIN              4.2     8/15/2009      45.00
INTL LEASE FIN            5.25     8/15/2009      46.03
AMER GENL FIN            5.375      9/1/2009      63.00
AMER GENL FIN             3.85     9/15/2009      50.00
AMER GENL FIN              4.3     9/15/2009      50.03
AMER GENL FIN              4.5     9/15/2009      59.50
AMER GENL FIN                5     9/15/2009      64.05
AMER GENL FIN             5.15     9/15/2009      61.50
AMER GENL FIN             5.45     9/15/2009      55.92
AMER GENL FIN            3.875     10/1/2009      68.00
AMER GENL FIN              4.2    10/15/2009      53.00
AMER GENL FIN             4.55    10/15/2009      38.85
AMER GENL FIN             8.45    10/15/2009      50.25
AMER GENL FIN            3.875    11/15/2009      38.96
AMER GENL FIN                4    11/15/2009      60.07
AMER GENL FIN                4    11/15/2009      65.08
AMER GENL FIN                4    11/15/2009      50.00
AMER GENL FIN              4.2    11/15/2009      34.50
AMER GENL FIN              4.6    11/15/2009      44.00
INTL LEASE FIN            4.95    11/15/2009      70.75
AMER GENL FIN                4    12/15/2009      52.21
INTL LEASE FIN            5.05     3/15/2010      40.02
INTL LEASE FIN            5.15     3/15/2010      60.26
AMER GENL FIN             4.75     4/15/2010      47.50
AMER GENL FIN             4.05     5/15/2010      26.10
AMER GENL FIN              4.1     5/15/2010      40.00
AMER GENL FIN            4.875     5/15/2010      47.50
AMER GENL FIN              3.3     6/15/2010      50.78
AMER GENL FIN              4.3     6/15/2010      55.00
AMER GENL FIN             4.75     6/15/2010      52.70
AMER GENL FIN            4.875     6/15/2010      37.63
AMER GENL FIN              5.2     6/15/2010      51.50
AMER GENL FIN              4.3     7/15/2010      45.00
AMER GENL FIN             5.35     7/15/2010      36.50
AMER GENL FIN             6.25     7/15/2010      50.15
AMER GENL FIN              4.5     8/15/2010      38.25
AMER GENL FIN             4.75     8/15/2010      30.00
AMER GENL FIN                8     8/15/2010      57.96
AMER GENL FIN            4.625      9/1/2010      48.00
AMER GENL FIN              4.6     9/15/2010      44.06
AMER GENL FIN                5     9/15/2010      33.00
AMER GENL FIN              5.2     9/15/2010      26.01
AMER INTL GROUP            4.7     10/1/2010      63.08
AMER GENL FIN             4.25    10/15/2010      50.91
AMER GENL FIN              4.6    10/15/2010      34.02
AMER GENL FIN                5    10/15/2010      33.00
AMER GENL FIN             4.15    11/15/2010      29.13
AMER GENL FIN                5    11/15/2010      35.31
AMER GENL FIN                5    11/15/2010      34.00
AMER GENL FIN              4.4    12/15/2010      45.25
AMER GENL FIN                5    12/15/2010      29.50
AMER GENL FIN                5    12/15/2010      21.00
AMER GENL FIN                5    12/15/2010      30.25
AMER GENL FIN              5.5    12/15/2010      45.00
AMER GENL FIN                5     1/15/2011      29.00
AMER GENL FIN                4     3/15/2011      40.00
AMER GENL FIN                5     3/15/2011      27.90
AMER GENL FIN             5.25     4/15/2011      25.01
AMER GENL FIN              5.5     4/15/2011      35.31
AMER GENL FIN              5.2     5/15/2011      44.88
AMER GENL FIN                5     6/15/2011      29.10
AMER GENL FIN              5.6     6/15/2011      40.00
INTL LEASE FIN            5.65     6/15/2011      35.00
AMER GENL FIN                6     7/15/2011      25.01
AMER GENL FIN             6.25     7/15/2011      43.00
AMER GENL FIN             6.25     7/15/2011      12.05
AMER GENL FIN             6.75     7/15/2011      35.00
AMER GENL FIN             8.15     8/15/2011      20.10
AMER GENL FIN            5.625     8/17/2011      44.50
AMER GENL FIN              4.3    10/15/2011      21.40
AMER INTL GROUP          5.375    10/18/2011      49.63
AMER GENL FIN              4.5    11/15/2011      25.00
AMER GENL FIN                5    12/15/2011      29.00
AMER GENL FIN              5.2    12/15/2011      38.00
AMER GENL FIN            4.625     3/15/2012      30.60
AMER GENL FIN              4.9     3/15/2012      29.00
AMER INTL GROUP           4.95     3/20/2012      42.97
AMER GENL FIN              5.2     5/15/2012      29.00
INTL LEASE FIN               5     6/15/2012      20.00
AMER GENL FIN              4.1     7/15/2012      30.26
AMER GENL FIN            4.875     7/15/2012      39.50
AMER GENL FIN                5     8/15/2012      22.00
AMER GENL FIN             5.85     9/15/2012      25.00
AMER GENL FIN            5.375     10/1/2012      34.25
AMER GENL FIN             4.75    11/15/2012      30.50
AMER GENL FIN             4.25     3/15/2013      28.88
INTL LEASE FIN            5.95     4/15/2013      22.25
AMER GENL FIN                6     4/15/2013      11.20
AMER GENL FIN                6     4/15/2013      25.26
AMER GENL FIN              5.4     5/15/2013      26.00
AMER GENL FIN             5.75     5/15/2013      23.89
AMER GENL FIN              5.5     5/15/2014      11.00
AMER GENL FIN              5.7     7/15/2014      20.50
AMER GENL FIN                6    12/15/2014      25.00
AMER INTL GROUP           6.25     3/15/2037      17.20
LUCENT TECH                5.5    11/15/2008      99.25
AMES TRUE TEMPER            10     7/15/2012      40.06
AMBASSADORS INTL          3.75     4/15/2027      27.00
AMER MEDIA OPER          10.25      5/1/2009      60.00
AMER MEDIA OPER          8.875     1/15/2011      52.50
ARVIN INDUSTRIES         7.125     3/15/2009      88.78
METALDYNE CORP              11     6/15/2012      10.00
METALDYNE CORP              10     11/1/2013      21.00
AVENTINE RENEW              10      4/1/2017      25.00
BANK NEW ENGLAND          8.75      4/1/1999       7.75
BANK NEW ENGLAND         9.875     9/15/1999       4.38
BALLY TOTAL FITN            13     7/15/2011       1.00
BANKUNITED CAP           3.125      3/1/2034      16.00
BON-TON DEPT STR         10.25     3/15/2014      18.00
BOSTON PVT FINL              3     7/15/2027      77.00
BRODER BROS CO           11.25    10/15/2010      37.00
BEAZER HOMES USA         4.625     6/15/2024      47.00
CAPMARK FINL GRP         5.875     5/10/2012      27.00
COMPUCREDIT              3.625     5/30/2025      19.50
COMPUCREDIT              5.875    11/30/2035      18.00
CLEAR CHANNEL             6.25     3/15/2011      44.75
CLEAR CHANNEL              4.4     5/15/2011      37.00
CLEAR CHANNEL             5.75     1/15/2013      25.00
CLEAR CHANNEL              5.5     9/15/2014      22.94
COEUR D'ALENE             3.25     3/15/2028      28.00
CELL GENESYS INC         3.125     11/1/2011      39.75
CHARTER COMM HLD            10      4/1/2009      88.84
CCH II/CCH II CP         10.25     9/15/2010      71.00
CHARTER COMM HLD        11.125     1/15/2011      49.68
CHARTER COMM HLD            10     5/15/2011      54.00
CCH I LLC                 9.92      4/1/2014      27.92
CCH I LLC                   10     5/15/2014      28.00
CHARTER COMM INC           6.5     10/1/2027      17.41
CIT GROUP INC            5.125    11/15/2008      93.50
CIT GROUP INC                5    12/15/2008      96.86
CIT GROUP INC             6.25     9/15/2009      73.00
CIT GROUP INC             5.25     9/15/2010      58.00
CIT GROUP INC             5.25    11/15/2010      40.10
CIT GROUP INC             6.75     3/15/2011      43.50
CIT GROUP INC              5.2     9/15/2011      42.02
CIT GROUP INC             5.25    11/15/2011      39.01
CIT GROUP INC             7.25     3/15/2012      37.00
CIT GROUP INC             7.25     3/15/2013      37.75
CIT GROUP INC             7.75     3/15/2013      35.02
CIT GROUP INC              7.9     3/15/2013      33.60
CLAIRE'S STORES           9.25      6/1/2015      30.00
CLAIRE'S STORES           10.5      6/1/2017      28.00
CMP SUSQUEHANNA          9.875     5/15/2014      20.75
NEW PLAN EXCEL             7.4     9/15/2009      33.00
NEW PLAN REALTY           7.65     11/2/2026      16.00
CONSTAR INTL                11     12/1/2012      18.88
CONEXANT SYSTEMS             4      3/1/2026      50.00
CARAUSTAR INDS           7.375      6/1/2009      52.00
CELL THERAPEUTIC          5.75    12/15/2011       1.00
DILLARDS INC             6.625    11/15/2008      97.50
DELTA MILLS INC          9.625      9/1/2007       9.00
DUNE ENERGY INC           10.5      6/1/2012      51.00
DOLE FOODS CO            8.625      5/1/2009      93.00
DELPHI CORP                6.5     8/15/2013       5.50
DAYTON SUPERIOR             13     6/15/2009      60.00
EOP OPERATING LP           4.1    12/15/2008      95.95
EQUINIX INC                2.5     2/15/2024      75.75
FORD MOTOR CRED              5    11/20/2008      87.50
FORD MOTOR CRED            5.1    12/22/2008      95.00
FORD MOTOR CRED            5.8     1/12/2009      95.00
FORD MOTOR CRED           4.25     1/20/2009      78.00
FORD MOTOR CRED            4.4     1/20/2009      89.25
FORD MOTOR CRED            4.6     1/20/2009      92.94
FORD MOTOR CRED           4.35     2/20/2009      85.00
FORD MOTOR CRED           4.35     2/20/2009      90.74
FORD MOTOR CRED            4.5     2/20/2009      84.26
FORD MOTOR CRED            4.3     3/20/2009      78.63
FORD MOTOR CRED            4.5     3/20/2009      79.99
FORD MOTOR CRED           4.45     4/20/2009      79.25
FORD MOTOR CRED            4.7     4/20/2009      81.19
FORD MOTOR CRED            4.9     5/20/2009      78.50
FORD MOTOR CRED           5.35     5/20/2009      85.00
FORD MOTOR CRED           5.25     6/22/2009      72.00
FORD MOTOR CRED            5.4     6/22/2009      83.37
FORD MOTOR CRED            5.5     6/22/2009      70.57
FORD MOTOR CRED            5.5     6/22/2009      81.60
FORD MOTOR CRED            4.8     7/20/2009      70.37
FORD MOTOR CRED            5.1     7/20/2009      59.66
FORD MOTOR CRED            5.2     7/20/2009      73.24
FORD MOTOR CRED              5     8/20/2009      73.30
FORD MOTOR CRED              5     8/20/2009      73.00
FORD MOTOR CRED            4.9     9/21/2009      62.19
FORD MOTOR CRED              5     9/21/2009      73.00
FORD MOTOR CRED              5     9/21/2009      76.13
FORD MOTOR CRED              5     9/21/2009      57.22
FORD MOTOR CRED           5.05     9/21/2009      71.11
FORD MOTOR CRED            4.9    10/20/2009      74.11
FORD MOTOR CRED            4.9    10/20/2009      67.80
FORD MOTOR CRED           4.95    10/20/2009      71.50
FORD MOTOR CRED            5.1    11/20/2009      64.25
FORD MOTOR CRED           5.15    11/20/2009      71.37
FORD MOTOR CRED           5.15    11/20/2009      69.00
FORD MOTOR CRED           5.15    11/20/2009      52.00
FORD MOTOR CRED           5.35    12/21/2009      69.12
FORD MOTOR CRED            5.4    12/21/2009      68.75
FORD MOTOR CRED            5.7     1/15/2010      74.00
FORD MOTOR CRED           5.25     1/20/2010      60.00
FORD MOTOR CRED            5.5     1/20/2010      42.00
FORD MOTOR CRED            5.5     2/22/2010      51.23
FORD MOTOR CRED            5.5     2/22/2010      59.17
FORD MOTOR CRED            5.5     2/22/2010      46.00
FORD MOTOR CRED              6     2/22/2010      59.44
FORD MOTOR CRED            5.7     3/22/2010      49.51
FORD MOTOR CRED           5.75     3/22/2010      42.00
FORD MOTOR CRED           7.25     3/22/2010      36.68
FORD MOTOR CRED           6.95     4/20/2010      54.56
FORD MOTOR CRED           5.85     5/20/2010      31.21
FORD MOTOR CRED           5.95     5/20/2010      60.06
FORD MOTOR CRED            6.3     5/20/2010      51.00
FORD MOTOR CRED          7.875     6/15/2010      65.00
FORD MOTOR CRED           5.55     6/21/2010      54.45
FORD MOTOR CRED           5.75     6/21/2010      55.00
FORD MOTOR CRED           5.85     6/21/2010      48.25
FORD MOTOR CRED              6     6/21/2010      47.50
FORD MOTOR CRED           5.85     7/20/2010      52.65
FORD MOTOR CRED           6.05     7/20/2010      55.11
FORD MOTOR CRED           6.15     7/20/2010      51.80
FORD MOTOR CRED              7     7/20/2010      52.00
FORD MOTOR CRED            6.4     8/20/2010      55.00
FORD MOTOR CRED            6.5     8/20/2010      45.15
FORD MOTOR CRED           6.55     8/20/2010      57.00
FORD MOTOR CRED           7.15     8/20/2010      52.00
FORD MOTOR CRED           7.15     8/20/2010      53.00
FORD MOTOR CRED           6.05     9/20/2010      49.02
FORD MOTOR CRED           6.15     9/20/2010      49.00
FORD MOTOR CRED           6.35     9/20/2010      58.00
FORD MOTOR CRED           6.35     9/20/2010      35.05
FORD MOTOR CRED           5.75    10/20/2010      48.99
FORD MOTOR CRED              6    10/20/2010      49.56
FORD MOTOR CRED              6    10/20/2010      49.84
FORD MOTOR CRED          8.625     11/1/2010      65.00
FORD MOTOR CRED            5.8    11/22/2010      45.00
FORD MOTOR CRED            5.6    12/20/2010      53.31
FORD MOTOR CRED           5.65    12/20/2010      47.86
FORD MOTOR CRED              6    12/20/2010      54.50
FORD MOTOR CRED           5.15     1/20/2011      46.06
FORD MOTOR CRED            5.1     2/22/2011      45.61
FORD MOTOR CRED           5.25     2/22/2011      44.66
FORD MOTOR CRED           5.35     2/22/2011      45.00
FORD MOTOR CRED            5.2     3/21/2011      35.00
FORD MOTOR CRED            5.2     3/21/2011      47.00
FORD MOTOR CRED           5.25     3/21/2011      49.30
FORD MOTOR CRED           5.25     3/21/2011      45.41
FORD MOTOR CRED            5.3     3/21/2011      35.70
FORD MOTOR CRED            5.3     4/20/2011      50.41
FORD MOTOR CRED           5.45     4/20/2011      46.50
FORD MOTOR CRED            7.5     4/25/2011      55.46
FORD MOTOR CRED           5.65     5/20/2011      44.50
FORD MOTOR CRED            5.7     5/20/2011      42.00
FORD MOTOR CRED           6.15     5/20/2011      48.71
FORD MOTOR CRED            6.2     5/20/2011      44.00
FORD MOTOR CRED           6.05     6/20/2011      42.06
FORD MOTOR CRED            6.1     6/20/2011      48.15
FORD MOTOR CRED            6.2     6/20/2011      46.58
FORD MOTOR CRED           6.25     6/20/2011      44.01
FORD MOTOR CRED           6.25     6/20/2011      44.54
FORD MOTOR CRED            5.9     7/20/2011      17.03
FORD MOTOR CRED           5.55     8/22/2011      40.49
FORD MOTOR CRED            5.6     8/22/2011      40.49
FORD MOTOR CRED            5.8     8/22/2011      40.70
US LEASING INTL              6      9/6/2011      29.20
FORD MOTOR CO              9.5     9/15/2011      47.97
FORD MOTOR CRED            5.5     9/20/2011      39.74
FORD MOTOR CRED            5.6     9/20/2011      39.55
FORD MOTOR CRED            5.4    10/20/2011      33.08
FORD MOTOR CRED            5.4    10/20/2011      39.65
FORD MOTOR CRED           5.45    10/20/2011      34.83
FORD MOTOR CRED            5.5    10/20/2011      35.01
FORD MOTOR CRED           7.35     11/7/2011      40.80
FORD MOTOR CRED            5.6    11/21/2011      12.98
FORD MOTOR CRED           5.65    11/21/2011      32.00
FORD MOTOR CRED           5.65    11/21/2011      39.68
FORD MOTOR CRED              7    11/26/2011      52.74
FORD MOTOR CRED           5.85     1/20/2012      33.00
FORD MOTOR CRED              6     1/20/2012      36.83
FORD MOTOR CRED           5.75     2/21/2012      30.28
FORD MOTOR CRED            7.1     9/20/2013      40.00
FORD MOTOR CRED            6.6    10/21/2013      30.10
FORD MOTOR CRED           6.65    10/21/2013      12.00
FORD MOTOR CRED           5.75     2/20/2014      19.68
FORD MOTOR CRED              6     3/20/2014      26.00
FORD MOTOR CRED           6.75     6/20/2014      27.00
FORD MOTOR CRED           7.35     3/20/2015      18.76
FORD HOLDINGS            9.375      3/1/2020      38.00
FORD MOTOR CO             9.98     2/15/2047      34.60
FIRST DATA CORP            3.9     10/1/2009      71.15
FIRST DATA CORP          5.625     11/1/2011      30.10
FIRST DATA CORP            4.7      8/1/2013      22.00
FEDDERS NORTH AM         9.875      3/1/2014       0.06
FLEETWOOD ENTERP             5    12/15/2023      89.20
FREMONT GEN CORP         7.875     3/17/2009      50.00
FINLAY FINE JWLY         8.375      6/1/2012      16.50
FRONTIER AIRLINE             5    12/15/2025      25.00
FIBERTOWER CORP              9    11/15/2012      30.25
GEORGIA GULF CRP         10.75    10/15/2016      30.00
GGP LP                    3.98     4/15/2027      18.83
GENERAL MOTORS             7.2     1/15/2011      38.25
GENERAL MOTORS            9.45     11/1/2011      32.91
GENERAL MOTORS           7.125     7/15/2013      27.00
GENERAL MOTORS             7.7     4/15/2016      27.00
GENERAL MOTORS             8.8      3/1/2021      25.00
GMAC                      4.65    11/15/2008      95.87
GMAC                       4.7    11/15/2008      93.25
GMAC                      4.75    11/15/2008      98.64
GMAC                     6.125    11/15/2008      98.00
GMAC                      6.25    11/15/2008      99.00
GMAC                       6.5    11/15/2008      99.00
GMAC                       6.5    11/15/2008      99.49
GMAC                      4.25     3/15/2009      83.62
GMAC                      4.15     4/15/2009      83.84
GMAC                     5.625     5/15/2009      81.50
GMAC                      6.25     5/15/2009      82.99
GMAC                       6.7     6/15/2009      72.63
GMAC                      5.05     7/15/2009      75.01
GMAC                       5.1     7/15/2009      73.28
GMAC                      5.25     7/15/2009      75.53
GMAC                      5.25     7/15/2009      73.65
GMAC                       6.7     7/15/2009      81.43
GMAC                       6.8     7/15/2009      70.11
GMAC                      6.85     7/15/2009      65.94
GMAC                         7     7/15/2009      78.66
GMAC                         5     8/15/2009      72.41
GMAC                         5     8/15/2009      73.75
GMAC                       5.1     8/15/2009      74.10
GMAC                      5.25     8/15/2009      73.22
GMAC                         7     8/15/2009      74.34
GMAC                     7.125     8/15/2009      74.24
GMAC                      7.15     8/15/2009      74.82
GMAC                         5     9/15/2009      69.15
GMAC                         5     9/15/2009      69.83
GMAC                         5     9/15/2009      65.00
GMAC                       5.1     9/15/2009      70.12
GMAC                         7     9/15/2009      74.00
GMAC                         7     9/15/2009      71.80
GMAC                       4.9    10/15/2009      74.04
GMAC                       4.9    10/15/2009      69.89
GMAC                      4.95    10/15/2009      70.50
GMAC                         5    10/15/2009      63.00
GMAC                      6.85    10/15/2009      71.80
GMAC                         7    10/15/2009      51.00
GMAC                         7    10/15/2009      69.43
GMAC                      7.05    10/15/2009      70.00
GMAC                       5.2    11/15/2009      66.75
GMAC                      5.25    11/15/2009      69.62
GMAC                      5.25    11/15/2009      65.54
GMAC                      5.35    11/15/2009      74.14
GMAC                      6.75    11/15/2009      58.68
GMAC                       6.8    11/15/2009      65.91
GMAC                         7    11/15/2009      70.71
GMAC                         7    11/15/2009      71.86
GMAC                      7.25    11/15/2009      69.80
GMAC                      5.35    12/15/2009      65.99
GMAC                       5.4    12/15/2009      64.57
GMAC                         7    12/15/2009      70.20
GMAC                       5.3     1/15/2010      46.00
GMAC                       5.5     1/15/2010      49.82
GMAC                      5.75     1/15/2010      61.65
GMAC                         6     1/15/2010      63.80
GMAC                         7     1/15/2010      55.68
GMAC                      7.25     1/15/2010      47.00
GMAC                         6     2/15/2010      63.52
GMAC                         6     2/15/2010      62.57
GMAC                      6.05     3/15/2010      58.57
GMAC                      6.15     3/15/2010      61.50
GMAC                       6.5     3/15/2010      59.05
GMAC                         7     3/15/2010      63.50
GMAC                      8.05     4/15/2010      69.88
GMAC                       8.4     4/15/2010      70.48
GMAC                       8.5     5/15/2010      60.90
GMAC                         8     6/15/2010      58.08
GMAC                         8     6/15/2010      56.05
GMAC                         8     6/15/2010      59.00
GMAC                         8     7/15/2010      57.10
GMAC                         8     7/15/2010      58.42
GMAC                       8.2     7/15/2010      65.00
GMAC                      7.15     8/15/2010      53.72
GMAC                      7.85     8/15/2010      59.25
GMAC                         8     9/15/2010      57.50
GMAC                       8.5    10/15/2010      35.00
GMAC                       8.5    10/15/2010      40.50
GMAC                      6.75     9/15/2011      39.47
GMAC                     6.625    10/15/2011      33.00
GMAC                      6.75    10/15/2011      42.70
GMAC                      6.75    10/15/2011      42.69
GMAC                         7    10/15/2011      45.41
GMAC                       6.5     7/15/2012      33.95
GMAC LLC                  6.75     7/15/2012      14.15
GMAC                     7.125     8/15/2012      45.59
GMAC                      7.25     8/15/2012      34.13
GMAC                      6.75     9/15/2012      36.16
GMAC                      6.75     9/15/2012      33.00
GMAC                         7     9/15/2012      39.00
GMAC                       7.1     9/15/2012      35.50
GMAC                         7    10/15/2012      35.27
GMAC                      7.75    10/15/2012      15.65
GMAC                         7    11/15/2012      32.05
GMAC                      7.15    11/15/2012      37.00
GMAC                     7.625    11/15/2012      34.99
GMAC                         7    12/15/2012      36.57
GMAC                      7.25    12/15/2012      33.00
GMAC                      7.25    12/15/2012      32.75
GMAC                         7     1/15/2013      35.50
GMAC                       7.1     1/15/2013      34.21
GMAC                       7.1     1/15/2013      35.42
GMAC                      6.45     2/15/2013      35.28
GMAC                       6.5     2/15/2013      26.39
GMAC                       6.8     2/15/2013      35.50
GMAC                       6.4     3/15/2013      30.00
GMAC                       6.5     3/15/2013      24.24
GMAC                       6.5     4/15/2013      30.00
GMAC                      6.75     4/15/2013      31.13
GMAC                     6.875     4/15/2013      34.52
GMAC                      5.85     5/15/2013      25.00
GMAC                       6.1     5/15/2013      25.00
GMAC                      6.35     5/15/2013      32.01
GMAC                       5.7     6/15/2013      30.29
GMAC                      5.85     6/15/2013      24.92
GMAC                      5.85     6/15/2013      26.00
GMAC                      6.25     7/15/2013      32.54
GMAC                       5.7    10/15/2013      25.00
GMAC                      6.25    10/15/2013      26.00
GMAC                       6.3    10/15/2013      33.02
GMAC                      5.25     1/15/2014      31.45
GMAC                       6.7     5/15/2014      35.00
GMAC                         8     8/15/2015      16.00
GMAC                       8.4     8/15/2015      39.00
GMAC                         8    10/15/2017      14.75
GMAC                         7     2/15/2018      10.50
GMAC                      7.05     3/15/2018      17.91
GMAC                       6.7     6/15/2018      20.20
GMAC                       6.9     7/15/2018      19.00
GMAC                       6.8     9/15/2018      14.80
GMAC                      7.15     3/15/2025      19.00
GLOBALSTAR INC            5.75      4/1/2028      16.00
REALOGY CORP              10.5     4/15/2014      35.00
REALOGY CORP            12.375     4/15/2015      22.00
HCA INC                   5.25     11/6/2008      99.58
HERBST GAMING            8.125      6/1/2012       0.75
HARRAHS OPER CO            7.5     1/15/2009      98.16
PARK PLACE ENT             7.5      9/1/2009      35.10
PARK PLACE ENT           7.875     3/15/2010      52.00
HARRAHS OPER CO            5.5      7/1/2010      51.25
PARK PLACE ENT           8.125     5/15/2011      36.00
HARRAHS OPER CO          5.375    12/15/2013      19.25
HARRAHS OPER CO          5.625      6/1/2015      16.50
HARRAHS OPER CO            6.5      6/1/2016      17.85
HARRAHS OPER CO           5.75     10/1/2017      15.50
HINES NURSERIES          10.25     10/1/2011      12.00
K HOVNANIAN ENTR             8      4/1/2012      41.06
K HOVNANIAN ENTR         8.875      4/1/2012      30.00
K HOVNANIAN ENTR          7.75     5/15/2013      24.57
K HOVNANIAN ENTR           6.5     1/15/2014      30.00
HAWAIIAN TELCOM           9.75      5/1/2013       7.00
HAWAIIAN TELCOM           12.5      5/1/2015      13.00
BORDEN INC               8.375     4/15/2016      11.00
IDEARC INC                   8    11/15/2016      17.75
INN OF THE MOUNT            12    11/15/2010      45.50
KEMET CORP                2.25    11/15/2026      27.00
KIMBALL HILL INC          10.5    12/15/2012       2.55
KAISER ALUMINUM          12.75      2/1/2003       7.50
KELLWOOD CO              7.875     7/15/2009      36.00
LAZYDAYS RV              11.75     5/15/2012      21.00
US AIRWAYS GROUP             7     9/30/2020      59.00
LEAR CORP                  8.5     12/1/2013      40.88
LEHMAN BROS HLDG             4      8/3/2009      10.00
LEHMAN BROS HLDG           7.2     8/15/2009      12.75
LEHMAN BROS HLDG         12.12     9/11/2009       8.63
LEHMAN BROS HLDG         7.875     11/1/2009      13.00
LEHMAN BROS HLDG          3.95    11/10/2009      13.06
LEHMAN BROS HLDG          4.25     1/27/2010      13.63
LEHMAN BROS HLDG           4.5     7/26/2010      12.00
LEHMAN BROS HLDG         7.875     8/15/2010      12.75
LEHMAN BROS HLDG         4.375    11/30/2010      13.00
LEHMAN BROS HLDG             5     1/14/2011      12.75
LEHMAN BROS HLDG             6      4/1/2011      12.00
LEHMAN BROS HLDG          5.75     4/25/2011      13.00
LEHMAN BROS HLDG          5.75     7/18/2011      13.44
LEHMAN BROS HLDG           4.5      8/3/2011       7.13
LEHMAN BROS HLDG         6.625     1/18/2012      12.25
LEHMAN BROS HLDG          5.25      2/6/2012      13.00
LEHMAN BROS HLDG          0.25     6/29/2012       8.63
LEHMAN BROS HLDG             6     7/19/2012      13.63
LEHMAN BROS HLDG             5     1/22/2013       9.53
LEHMAN BROS HLDG         5.625     1/24/2013      13.75
LEHMAN BROS HLDG           5.1     1/28/2013       5.00
LEHMAN BROS HLDG             5     2/11/2013       8.20
LEHMAN BROS HLDG           4.8     2/27/2013       7.50
LEHMAN BROS HLDG           4.7      3/6/2013       9.61
LEHMAN BROS HLDG             5     3/27/2013       8.20
LEHMAN BROS HLDG          5.75     5/17/2013      13.50
LEHMAN BROS HLDG             2      8/1/2013       8.63
LEHMAN BROS HLDG          5.25     1/30/2014      20.00
LEHMAN BROS HLDG           4.8     3/13/2014      13.50
LEHMAN BROS HLDG             5      8/3/2014       8.25
LEHMAN BROS HLDG           6.2     9/26/2014      13.06
LEHMAN BROS HLDG          5.15      2/4/2015       7.06
LEHMAN BROS HLDG          5.25     2/11/2015       9.75
LEHMAN BROS HLDG           8.8      3/1/2015      13.00
LEHMAN BROS HLDG           8.5      8/1/2015      13.50
LEHMAN BROS HLDG             5      8/5/2015       7.50
LEHMAN BROS HLDG             5    12/18/2015       7.06
LEHMAN BROS HLDG           5.5      4/4/2016      11.34
LEHMAN BROS HLDG            11    10/25/2017       9.00
LEHMAN BROS HLDG         5.875    11/15/2017      12.50
LEHMAN BROS HLDG           5.6     1/22/2018       8.00
LEHMAN BROS HLDG           5.7     1/28/2018       8.17
LEHMAN BROS HLDG           5.5      2/4/2018       7.85
LEHMAN BROS HLDG          5.55     2/11/2018       8.83
LEHMAN BROS HLDG           5.5     2/19/2018       5.75
LEHMAN BROS HLDG          5.35     2/25/2018       9.60
LEHMAN BROS HLDG         6.875      5/2/2018      13.50
LEHMAN BROS HLDG           5.5     11/4/2018       8.06
LEHMAN BROS HLDG          8.05     1/15/2019       7.10
LEHMAN BROS HLDG             4     4/16/2019       6.25
LEHMAN BROS HLDG             6     1/22/2020       9.60
LEHMAN BROS HLDG             6     2/12/2020       8.05
LEHMAN BROS HLDG           5.1     2/15/2020       4.13
LEHMAN BROS HLDG           5.5     2/27/2020       4.75
LEHMAN BROS HLDG           5.4      3/6/2020       5.50
LEHMAN BROS HLDG          5.25      3/8/2020       2.60
LEHMAN BROS HLDG          5.35     3/13/2020      13.06
LEHMAN BROS HLDG           5.4     3/20/2020       9.50
LEHMAN BROS HLDG           5.2     5/13/2020       7.00
LEHMAN BROS HLDG           5.5     8/19/2020       7.85
LEHMAN BROS HLDG           5.8      9/3/2020       6.25
LEHMAN BROS HLDG             6     1/29/2021       7.00
LEHMAN BROS HLDG          6.25      2/5/2021      10.59
LEHMAN BROS HLDG           8.5     6/15/2022       6.38
LEHMAN BROS HLDG          6.75      7/1/2022       4.50
LEHMAN BROS HLDG           6.6     10/3/2022       6.41
LEHMAN BROS HLDG             9    12/28/2022       8.63
LEHMAN BROS HLDG           9.5    12/28/2022       8.95
LEHMAN BROS HLDG           9.5     1/30/2023       8.75
LEHMAN BROS HLDG          6.25     2/22/2023       7.94
LEHMAN BROS HLDG           9.5     2/27/2023       7.00
LEHMAN BROS HLDG           6.5      3/6/2023       9.00
LEHMAN BROS HLDG            10     3/13/2023       8.63
LEHMAN BROS HLDG           5.5     3/14/2023       2.26
LEHMAN BROS HLDG             8     3/17/2023       8.63
LEHMAN BROS HLDG          5.75     3/27/2023       5.00
LEHMAN BROS HLDG           5.5      4/8/2023       8.50
LEHMAN BROS HLDG           5.5     4/15/2023       7.00
LEHMAN BROS HLDG           5.5     4/23/2023       8.00
LEHMAN BROS HLDG         5.375      5/6/2023      11.03
LEHMAN BROS HLDG             7     5/12/2023       8.25
LEHMAN BROS HLDG          5.25     5/20/2023       8.06
LEHMAN BROS HLDG             5     5/28/2023       7.88
LEHMAN BROS HLDG             5     5/30/2023       8.90
LEHMAN BROS HLDG             5     6/17/2023       9.50
LEHMAN BROS HLDG           4.8     6/24/2023       5.25
LEHMAN BROS HLDG           5.5      8/5/2023       4.41
LEHMAN BROS HLDG           6.1     8/12/2023       8.00
LEHMAN BROS HLDG          5.75     9/16/2023       8.56
LEHMAN BROS HLDG           5.6     9/23/2023       6.00
LEHMAN BROS HLDG           5.5     10/7/2023       8.00
LEHMAN BROS HLDG          5.75    10/21/2023       5.00
LEHMAN BROS HLDG          5.75    11/12/2023       9.17
LEHMAN BROS HLDG          5.75    11/25/2023       7.33
LEHMAN BROS HLDG        10.375     5/24/2024      10.50
LEHMAN BROS HLDG          5.45     3/15/2025       7.76
LEHMAN BROS INC            7.5      8/1/2026      14.00
LEHMAN BROS HLDG           6.2     6/15/2027       9.25
LEHMAN BROS HLDG         6.625     7/27/2027      10.00
LEHMAN BROS HLDG           6.5     9/20/2027       6.10
LEHMAN BROS HLDG             7     9/27/2027      13.38
LEHMAN BROS HLDG           6.5    10/18/2027       4.40
LEHMAN BROS HLDG           6.5    10/25/2027       8.83
LEHMAN BROS HLDG            11     3/17/2028       8.63
LEHMAN BROS HLDG             6    10/23/2028       3.28
LEHMAN BROS HLDG             6    11/18/2028       5.50
LEHMAN BROS HLDG          5.75    12/16/2028       5.90
LEHMAN BROS HLDG          5.75    12/23/2028       6.00
LEHMAN BROS HLDG           5.5     1/27/2029       7.06
LEHMAN BROS HLDG           5.5      2/3/2029       5.00
LEHMAN BROS HLDG           5.7     2/10/2029       6.00
LEHMAN BROS HLDG           5.6     2/17/2029       7.50
LEHMAN BROS HLDG           5.6     2/24/2029       6.75
LEHMAN BROS HLDG           5.6      3/2/2029       7.05
LEHMAN BROS HLDG          5.55      3/9/2029       7.00
LEHMAN BROS HLDG           5.4     3/30/2029       7.06
LEHMAN BROS HLDG          5.45      4/6/2029       7.50
LEHMAN BROS HLDG           5.7     4/13/2029       8.83
LEHMAN BROS HLDG           5.9      5/4/2029       6.06
LEHMAN BROS HLDG             6     5/11/2029       6.00
LEHMAN BROS HLDG           6.2     5/25/2029       5.00
LEHMAN BROS HLDG          6.05     6/29/2029       8.95
LEHMAN BROS HLDG             6     7/20/2029       5.30
LEHMAN BROS HLDG          5.75     8/24/2029       8.83
LEHMAN BROS HLDG          5.75     9/14/2029       8.95
LEHMAN BROS HLDG          5.75    10/12/2029      11.00
LEHMAN BROS HLDG           5.7    12/14/2029       6.00
LEHMAN BROS HLDG          5.55     1/25/2030       9.75
LEHMAN BROS HLDG          5.45     2/22/2030       9.50
LEHMAN BROS HLDG           5.6     2/25/2030       6.50
LEHMAN BROS HLDG         5.625     3/15/2030       8.00
LEHMAN BROS HLDG          5.75     3/29/2030       8.50
LEHMAN BROS HLDG           5.6      5/3/2030       8.00
LEHMAN BROS HLDG          5.35     6/14/2030       8.40
LEHMAN BROS HLDG           5.4     6/21/2030       3.52
LEHMAN BROS HLDG          5.45     7/19/2030       9.95
LEHMAN BROS HLDG           5.5      8/2/2030       9.50
LEHMAN BROS HLDG          5.65     8/16/2030       7.50
LEHMAN BROS HLDG          5.45     9/20/2030       6.20
LEHMAN BROS HLDG          5.55     9/27/2030       2.99
LEHMAN BROS HLDG           5.8    10/25/2030      11.00
LEHMAN BROS HLDG          5.85     11/8/2030      13.75
LEHMAN BROS HLDG          5.95    12/20/2030       9.00
LEHMAN BROS HLDG           5.9      2/7/2031       5.50
LEHMAN BROS HLDG             6     3/21/2031       7.70
LEHMAN BROS HLDG          6.15     4/11/2031       9.50
LEHMAN BROS HLDG             6      5/3/2032       0.15
LEHMAN BROS HLDG          6.85     8/16/2032       7.60
LEHMAN BROS HLDG           6.9      9/1/2032       7.70
LEHMAN BROS HLDG           6.8      9/7/2032       6.50
LEHMAN BROS HLDG             7     10/4/2032       8.50
LEHMAN BROS HLDG           6.5    11/15/2032       6.75
LEHMAN BROS HLDG           6.5     1/17/2033       5.00
LEHMAN BROS HLDG             6     4/30/2034       7.81
LEHMAN BROS HLDG          5.55    12/31/2034       8.83
LEHMAN BROS HLDG          5.65    12/31/2034       9.00
LEHMAN BROS HLDG             6     2/21/2036       6.50
LEHMAN BROS HLDG             6     2/24/2036       7.75
LEHMAN BROS HLDG           6.9     6/20/2036       7.50
LEHMAN BROS HLDG           6.4    12/19/2036       7.00
LEHMAN BROS HLDG           6.5    12/22/2036       7.56
LEHMAN BROS HLDG             6     2/12/2037       8.95
LEHMAN BROS HLDG           6.5     2/13/2037       8.63
LEHMAN BROS HLDG           6.3     3/27/2037      10.10
LEHMAN BROS HLDG           6.5     6/21/2037       8.83
LEHMAN BROS HLDG           6.5     7/13/2037       4.88
LEHMAN BROS HLDG         6.875     7/17/2037       0.05
LEHMAN BROS HLDG             7     9/28/2037       9.00
LEHMAN BROS HLDG          6.75    10/26/2037       7.00
LEHMAN BROS HLDG             7    11/16/2037       9.50
LEHMAN BROS HLDG             7    12/28/2037       8.00
LEHMAN BROS HLDG             7     1/31/2038       7.00
LEHMAN BROS HLDG             7      2/7/2038       7.00
LEHMAN BROS HLDG             7      2/8/2038       9.25
LEHMAN BROS HLDG          7.05     2/27/2038       4.95
LEHMAN BROS HLDG          7.25     2/27/2038       7.25
LEHMAN BROS HLDG           7.1     3/25/2038       9.00
LEHMAN BROS HLDG             7     4/22/2038       5.04
LEHMAN BROS HLDG          7.25     4/29/2038       8.63
LEHMAN BROS HLDG          7.35      5/6/2038      10.00
LIBERTY FINL              6.75    11/15/2008      97.00
CHENIERE ENERGY           2.25      8/1/2012      20.00
LANDRY'S RESTAUR           9.5    12/15/2014      87.00
LIFECARE HOLDING          9.25     8/15/2013      35.00
CREDENCE SYSTEM            3.5     5/15/2010      38.50
LEVEL 3 COMM INC          11.5      3/1/2010      57.20
LEVEL 3 COMM INC             6     3/15/2010      62.00
MILLENNIUM AMER          7.625    11/15/2026      20.00
MAJESTIC STAR              9.5    10/15/2010      42.00
MAJESTIC STAR             9.75     1/15/2011       3.50
MAGNA ENTERTAINM          7.25    12/15/2009      51.00
MAGNA ENTERTAINM          8.55     6/15/2010      46.20
MERRILL LYNCH               11     4/28/2009   #N/A N.A.
MERRILL LYNCH               12     3/26/2010   #N/A N.A.
MERRILL LYNCH             7.35      3/9/2011      90.50
MERIX CORP                   4     5/15/2013      25.00
MFCCN-CALL11/08           5.05    11/15/2013      94.46
MFCCN-CALL11/08            5.1    11/15/2013      96.81
MANDALAY RESORT            6.5     7/31/2009      92.88
MANDALAY RESORTS         9.375     2/15/2010      65.00
MGM MIRAGE               8.375      2/1/2011      62.30
MASONITE CORP               11      4/6/2015      14.50
KNIGHT RIDDER            7.125      6/1/2011      52.00
MTR GAMING GROUP          9.75      4/1/2010      70.13
MORRIS PUBLISH               7      8/1/2013      10.44
MORGAN ST DEAN W          1.25    12/30/2008      74.25
MUZAK LLC/FIN               10     2/15/2009      79.50
NORTH ATL TRADNG          9.25      3/1/2012      24.38
NEFF CORP                   10      6/1/2015      16.90
NEWARK GROUP INC          9.75     3/15/2014      30.00
NTK HOLDINGS INC             0      3/1/2014      29.00
LEINER HEALTH               11      6/1/2012      21.00
NUVEEN INVEST              5.5     9/15/2015      18.25
OSCIENT PHARM              3.5     4/15/2011      10.88
OSI RESTAURANT              10     6/15/2015      19.75
PHH CORP                  6.45     4/15/2010      55.50
PHH CORP                   6.7     4/15/2010      63.38
PALM HARBOR               3.25     5/15/2024      40.25
PIERRE FOODS INC         9.875     7/15/2012       5.00
PLIANT CORP             11.125      9/1/2009      31.00
PLY GEM INDS                 9     2/15/2012      38.00
PINNACLE AIRLINE          3.25     2/15/2025      63.75
PORTOLA PACKAGIN          8.25      2/1/2012      40.00
PILGRIM'S PRIDE          8.375      5/1/2017      10.00
PRIMUS TELECOM           12.75    10/15/2009      69.89
PRIMUS TELECOM            3.75     9/15/2010      51.75
PRIMUS TELECOM               8     1/15/2014      25.00
POPE & TALBOT            8.375      6/1/2013       1.10
NUTRITIONAL SRC         10.125      8/1/2009      21.50
PRIVATEBANCORP           3.625     3/15/2027      95.00
POWERWAVE TECH           1.875    11/15/2024      14.00
QUALITY DISTRIBU             9    11/15/2010      35.00
RITE AID CORP            6.875     8/15/2013      33.00
RITE AID CORP            9.375    12/15/2015      39.00
RAFAELLA APPAREL         11.25     6/15/2011      38.75
RADIAN GROUP              7.75      6/1/2011      55.00
RESIDENTIAL CAP          8.125    11/21/2008      85.88
RESIDENTIAL CAP          8.375     6/30/2010      20.00
RESIDENTIAL CAP              8     2/22/2011      20.00
RESIDENTIAL CAP            8.5      6/1/2012      15.00
RESIDENTIAL CAP            8.5     4/17/2013      13.50
RESIDENTIAL CAP          8.875     6/30/2015      19.00
RH DONNELLEY             6.875     1/15/2013      26.00
RH DONNELLEY             6.875     1/15/2013      25.00
RH DONNELLEY             6.875     1/15/2013      25.50
DEX MEDIA WEST           9.875     8/15/2013      37.00
DEX MEDIA INC                8    11/15/2013      20.00
RH DONNELLEY             8.875     1/15/2016      21.00
RH DONNELLEY             8.875    10/15/2017      22.50
ROTECH HEALTHCA            9.5      4/1/2012      29.88
ISTAR FINANCIAL              6    12/15/2010      54.20
ISTAR FINANCIAL            5.8     3/15/2011      50.95
ISTAR FINANCIAL           5.65     9/15/2011      45.00
ISTAR FINANCIAL           5.15      3/1/2012      41.28
SEARS ROEBUCK AC             6    11/24/2008      98.60
SEARS ROEBUCK AC           7.5     1/15/2013      31.02
SIRIUS SATELLITE           2.5     2/15/2009      85.00
XM SATELLITE                10     12/1/2009      43.00
SIRIUS SATELLITE         9.625      8/1/2013      32.96
SIX FLAGS INC            8.875      2/1/2010      41.00
SIX FLAGS INC             9.75     4/15/2013      27.00
SIX FLAGS INC            9.625      6/1/2014      29.06
SIX FLAGS INC              4.5     5/15/2015      21.00
SPANSION LLC             11.25     1/15/2016      16.94
STANLEY-MARTIN            9.75     8/15/2015      25.00
STATION CASINOS              6      4/1/2012      36.50
STATION CASINOS            6.5      2/1/2014      12.00
STATION CASINOS          6.875      3/1/2016      11.75
STATION CASINOS          6.625     3/15/2018      11.25
SERVICEMASTER CO           7.1      3/1/2018      33.00
SWIFT TRANS CO            12.5     5/15/2017      20.91
TEKNI-PLEX INC           12.75     6/15/2010      65.00
TOUSA INC                    9      7/1/2010      14.75
TOUSA INC                    9      7/1/2010      17.50
TOUSA INC                  7.5     3/15/2011       0.25
TOUSA INC                  7.5     1/15/2015       0.25
TOYOTA-CALL11/08          5.45    11/20/2014      97.77
TOYOTA-CALL11/08          5.45    11/21/2016      98.00
TRIBUNE CO               4.875     8/15/2010      38.00
TIMES MIRROR CO           7.25      3/1/2013      13.81
TRIBUNE CO                5.25     8/15/2015      10.55
TIMES MIRROR CO            7.5      7/1/2023       8.88
TRUMP ENTERTNMNT           8.5      6/1/2015      23.75
WIMAR OP LLC/FIN         9.625    12/15/2014       6.00
TRUE TEMPER              8.375     9/15/2011      34.00
TRONOX WORLDWIDE           9.5     12/1/2012      24.25
JAZZ TECHNOLOGIE             8    12/31/2011      40.00
SABRE HOLDINGS            7.35      8/1/2011      49.50
RJ TOWER CORP               12      6/1/2013       2.00
UAL CORP                     5      2/1/2021      54.00
VISTEON CORP              8.25      8/1/2010      60.00
VISTEON CORP                 7     3/10/2014      13.13
VION PHARM INC            7.75     2/15/2012      22.00
VICORP RESTAURNT          10.5     4/15/2011      10.00
VERENIUM CORP              5.5      4/1/2027      19.09
VERASUN ENERGY           9.375      6/1/2017       9.50
VESTA INSUR GRP           8.75     7/15/2025       1.00
WCI COMMUNITIES          9.125      5/1/2012      15.88
WCI COMMUNITIES          7.875     10/1/2013      17.00
WILLIAM LYON             7.625    12/15/2012      24.00
WILLIAM LYON             10.75      4/1/2013      22.00
WILLIAM LYON               7.5     2/15/2014      25.00
WOLVERINE TUBE            10.5      4/1/2009      79.00
WASH MUTUAL INC              4     1/15/2009      61.00
WASH MUTUAL INC            4.2     1/15/2010      60.00
WASH MUTUAL INC           8.25      4/1/2010      21.06
WASH MUT BANK NV          5.55     6/16/2010      30.25
WASH MUTUAL INC          4.625      4/1/2014      21.00
YOUNG BROADCSTNG            10      3/1/2011       8.25
YOUNG BROADCSTNG          8.75     1/15/2014       8.25
USFREIGHTWAYS              8.5     4/15/2010      60.25



                             *********

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.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, 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.

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