TCR_Public/081111.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 11, 2008, Vol. 12, No. 269

                             Headlines


7MILI-TRAIL CENTER: Voluntary Chapter 11 Case Summary
ACCENTIA BIOPHARMACEUTICAL: Files for Bankruptcy in Florida
ACCENTIA BIOPHARMACEUTICAL: Voluntary Chapter 11 Case Summary
ADIRONDACK 2005-2: Moody's Junks Class E Floating Rate Notes
AMERICAN INTERNATIONAL: Federal Bailout Loan Terms Revised

AMERICAN INTERNATIONAL: Posts $24-Billion 3rd Quarter Net Loss
AMERICAN MEDIA: S&P Cuts Corp. Credit Rating to Selective Default
AMBAC ASSURANCE: Moody's Cuts Rating to Baa1; Outlook Developing
BANC OF AMERICA: Fitch Junks Four Classes of Certificates
BFC TRUST 2004-1: Fitch Junks Rating on Class II-B4 From 'B+'

BIOVEST INT'L: US Finance Market Turmoil Cues Bankruptcy Filing
BITTORRENT INC: Cuts Staff by Half, Appoints New CEO
BOSQUE POWER: Moody's Pares Rating on $412.5 Mil. Loan to 'B2'
BROADRIDGE FINANCIAL: S&P Upgrades Counterparty Rating to 'BB+'
CAMBER 3: Declining Credit Quality Spurs Moody's Note Rating Cuts

CF HOSPITALITY: Wants Plan Filing Period Moved to Feb. 28, 2009
CHARTER COMMUNICATIONS: Sept 30 Balance Sheet Upside-Down by $9B
CIENA CAPITAL: Creditors Panel May Employ Hahn & Hessen as Counsel
CIENA CAPITAL: May Employ Bridge Associates as Financial Advisors
CIENA CAPITAL: Taps WilmerHale as Special Counsel

CIENA CAPITAL: SBA Files Supplemental Objection to DIP Financing
CIRCUIT CITY: Seeks Chapter 11 in Virginia; CCAA in Canada
CIRCUIT CITY: Case Summary & 50 Largest Unsecured Creditors
COMFORCE CORP: September 28 Balance Sheet Upside-Down by $5.4MM
CONNOR CLARK: S&P Withdraws D Rating on Preferred Shares

CONVERGYS CORP: S&P Cuts $250 Million Sr. Notes'  Rating to 'BB'
CPORTS 2006-4: Moody's Junks $25 Million Note Rating From 'Aa2'
CREDIT AND REPACKED: Moody's Cuts Rating on $30 Mil. Notes to Ba2
DBSI INC: Case Summary & 50 Largest Unsecured Creditors
DHL EXPRESS: Losses Could Lead to Up to 13,000 Layoffs

FANNIE MAE: Posts $29.0 Billion Third Quarter 2008 Net Loss
DILLARD'S INC: S&P Pares Corporate Credit Rating to 'B+'
DPK INVESTMENT: Files Chapter 11 Plan and Disclosure Statement
FORD MOTOR: Moody's Junks CFR and PDR; Outlook Negative
FORD MOTOR: S&P Retains Negative Watch Listing on Weak Earnings

FREEDOM FUELS: Case Summary & 20 Largest Unsecured Creditor
GENERAL MOTORS: Expanding Cash Losses Cue S&P's 'CCC+' Rating
GENERAL MOTORS: Stock Drops After Deutsche's $0 Share Forecast
GENERAL MOTORS: Poor Liquidity Cues Fitch's Negative Watch Posting
GMAC LLC: Third Quarter Results Cue S&P's Junk Rating

GMAC LLC: Unit Protected From ResCap's Possible Bankruptcy
HAROLD'S STORES: Files for Chapter 11 Protection
HAROLD'S STORE: Case Summary & 19 Largest Unsecured Creditors
HARRAH'S ENTRTAINMENT: S&P Cuts Corporate Credit Rating to 'B'
HEREFORD STREET: Three Classes of Notes Get Moody's Junk Ratings

HILL'S VAN: Case Summary & 20 Largest Unsecured Creditors
HUNTINGTON-BUFORD: Case Summary & 20 Largest Unsecured Creditors
INTERMET CORP: Secured Lenders To Dwindle $5 Million Deposit
INVERSIONES METRO: Case Summary & Largest Unsecured Creditor
JAMES LUKSCH: Case Summary & 20 Largest Unsecured Creditors

JAMES RIVER: Lenders Waives Covenant Non-Compliance Until Dec. 31
JP MORGAN: Fitch Puts Low-B Ratings on Four Classes of Certs.
JU JO JA CORP: Case Summary & Largest Unsecured Creditor
JUPITER HIGH: Moody's Junks Ratings on Four Note Classes
KENNETH OWENS: Case Summary & 14 Largest Unsecured Creditors

KENNETH OWENS: Section 341(a) Meeting Set for November 24
KIAMSHA HOUSE: Case Summary & Largest Unsecured Creditor
KIPLING LEE: Case Summary and 20 Largest Unsecured Creditors
KLEROS PREFERRED: Moody's Puts 'C' Rating on Classes C & D Notes
LANDAMERICA FIN'L: Fitch Puts 'BB+' Sr. Debt Rating on Pos. Watch

LANDAMERICA FINANCIAL: S&P Puts 'BB+' Rating on Developing Watch
LANSING HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
LAOTTO PROPERTIES: Case Summary and 5 Largest Unsecured Creditors
LAOTTO PROPERTIES: Sec. 341 Meeting Slated for December 12
LAS VEGAS SANDS: Reports $32.2 Million 3rd Quarter 2008 Net Loss

LAS VEGAS SANDS: To Suspend Portions of Development Projects
LB COMMERCIAL: S&P Puts 6 Classes' Low-B Ratings on Negative Watch
LESTAGEZ MANAGEMENT: Voluntary Chapter 11 Case Summary
LINDA BULLOCK: Case Summary and Largest Unsecured Creditor
MAGNOLIA FINANCE II: Moody's Cuts Rating on $5 Mil. Notes to 'B2'

MAGNOLIA FINANCE II: Moody's Junks Rating on $2 Million Notes
MAGNOLIA FINANCE V: Poor Credit Quality Cues Moody's Rating Cut
MAGNOLIA FINANCE IV: Moody's Puts 'B1' Rating on $3 Mil. Notes
MAI THI NGUYEN: Case Summary and 6 Largest Unsecured Creditors
MARISCO PARENT: S&P Withdraws 'CCC' Senior Unsecured Debt Rating

MATTRESS HOLDING: Weak Metrics Cues S&P to Junk Corp. Rating
MASTR ABS: S&P Junks Note Rating on NIM Trust 2005-NC2 From 'B-'
MBIA INSURANCE: Moody's Cuts Rating to Baa1; Outlook Developing
MBIA INC: Moody's Downgrades Sr. Unsecured Debt Rating to Ba1
MEGHNA INC: Case Summary and 11 Largest Unsecured Creditors

MERRILL LYNCH: S&P Maintains Low-B Ratings on 6 Classes of Certs.
METHODIST HOSPITALS: Downturn Spurs Moody's Rating Cut to 'Ba3'
MICROISLET INC: Petitions for Restructuring under Chapter 11
MONEYGRAM INT'L: Sept. 30 Balance Sheet Upside-Down by $843,264
MPC CORP: Files for Chapter 11 Protection

NATIONAL AMUSEMENTS: Owners Mull Asset Sales
OPTI CANADA: S&P Puts 'BB-' Rating on CreditWatch Negative
PHARMACEUTICAL ALTERNATIVES: Case Summary & 20 Largest Creditors
PILGRIM'S PRIDE: Appoints Snyder as Chief Restructuring Officer
PINE TREE I: Moody's Junks Rating on $4 Mil. Floating Rate Notes

PJG DEVELOPMENT: Case Summary & Largest Unsecured Creditor
PULSAR PUERTO: Case Summary & 19 Largest Unsecured Creditors
REALOGY CORP: S&P Junks Corporate and Issue-Level Rating From 'B-'
RELIANT ENERGY: To Stop Selling Electricity to Big Texas Firms
RESIDENTIAL CAPITAL: S&P Cuts CC Rating to 'CCC-'

ROC PREF. III: S&P Withdraws D Rating on Preferred Shares
ROYAL CARIBBEAN: S&P Puts 'BB+' Ratings on Negative CreditWatch
SPRINT NEXTEL: S&P Ratings Unaffected by Sr. Facility Amendment
STORM CAT: Affiliates Files Chapter 11 Protection in Colorado
STURGIS IRON: Files Amended Plan and Disclosure Statement

SUENO DEL RIO: Case Summary & Largest Unsecured Creditor
SUNCAL BICKFORD: Halts 2,000 Home Dev't in Northern California
TAL-PORT INDUSTRIES: Case Summary & 18 Largest Unsecured Creditors
TEXAS STATE HOUSING: Moody's Puts 'C' Ratings on Revenue Bonds
TIERS GEORGIA: Moody's Junks Rating on $20 Mil. Floating Certs.

TIERS GEORGIA: Moody's Puts 'B2' Ratings on 2 Certificate Classes
TLC VISION: Revenue Decline Prompts S&P's 'CCC' Rating
TRIBUNE CO: Posts $124MM 3rd Quarter Loss From Continuing Ops
TRICADIA CDO: Moody's Junks Rating on $28 Mil. Class B-1L Notes
VALLEY VIEW: Liquidity Decline Prompts Moody's Rating Cut to Ba1

VILLAGE HOMES: Housing Market Crisis Blamed For Chapter 11 Filing
VILLAGE HOMES: Case Summary & 19 Largest Unsecured Creditors
VISTA LEVERAGED: Moody's Reviews Junk Rating on $187.5 Mil. Notes
WEST PENN: Moody's Maintains 'Ba3' Rating on $752 Million Bonds
WHOLE FOODS: S&P Downgrades Corporate Credit Rating to 'BB-'

XECHEM INT'L: Files Voluntary Chapter 11 Protection in Illinois
YRC WORLDWIDE: Reports $720 Million 3rd Quarter 2008 Net Loss
YRC WORLDWIDE: CEO to Present at Industrial Confab Today
YRC WORLDWIDE: Fidelity Reduces Equity Stake to 2.6% from 14.5%

* LECG Adds 2 Bankruptcy/Restructuring Experts to Houston Office
* Moody's Reports Softening of Canadian Credit Card Performance
* Weil's M. Goldstein and Bankruptcy Judge Diehl Honored by IWIRC

* Large Companies with Insolvent Balance Sheets


                             *********

7MILI-TRAIL CENTER: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: 7Mili-Trail Center LLC
        757 West 53 Street
        Hialeah, Fl 33012

Bankruptcy Case No.: 08-27014

Chapter 11 Petition Date: November 9, 2008

Court: Southern District of Florida (Miami)

Debtor's Counsel: Richard Siegmeister, Esq.
                  rspa111@comcast.net
                  Richard Siegmeister PA
                  111 SW 5 Ave., #104
                  Miami, FL 33130
                  Tel: (305) 547-2420
                  Fax: (305) 547-2422

Total Assets: $2,900,000

Total Debts: $3,064,389

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


ACCENTIA BIOPHARMACEUTICAL: Files for Bankruptcy in Florida
-----------------------------------------------------------
Accentia Biopharmaceuticals, Inc. together with its subsidiaries
filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the Middle District
of Florida, Tampa Division.

With existing cash flows from subsidiaries and the potential for
relatively near-term significant business development
opportunities, this action is intended to provide an opportunity
for the Company to restore shareholder value and to pay secured
and unsecured creditors.

Under protection of the court, the company plans to implement a
series of initiatives designed to significantly decrease operating
expenses and financing costs, and focus cash and resources on drug
development and other priority programs that will allow the
Company to attract key funding/partnering opportunities.

Affiliates of the company, including Hopkins Capital Group, LLC, a
major shareholder, indicated a willingness to provide additional
financing to the Company as part of its reorganization plan.  A
conference call is scheduled for 4:30 p.m. (EST) to further
discuss this action.

In deciding to seek reorganization, the company considered, among
other things, its limited access to additional financing which has
been negatively impacted by the crises in the world-wide debt and
equity markets.  The company believes that the recent precipitous
decline in its stock price is a result of the global equity market
crisis, including selling pressure created by forced redemptions
by hedge funds.  Limited access to the capital markets appears to
be a systemic condition within the biotech markets, as according
to the Biotechnology Industry Organization, 38% of 370 U.S. small
biotech companies are operating with less than a year's worth of
cash, and nearly 100 publicly-traded biotech companies have less
than 6-months' cash.

After evaluating alternatives, Accentia determined that
reorganization is the best option at this time, enabling the
Company to remain focused on the commercialization of its drug
portfolio, which consists of novel products and technologies that
target multiple billion-dollar market opportunities, including
therapies for the treatment of many kinds of blood cancers and
autoimmune diseases such as multiple sclerosis.

During this reorganization process, the company expects to
continue operations without interruption, while striving to
maximize long-term shareholder value.  The company also stressed
its intent to ultimately pay all of its secured and unsecured
creditors in full.

Accentia's Chief Financial Officer, Alan M. Pearce, stated, "Our
Board of Directors determined that reorganization is in the best
long-term interest of Accentia and its subsidiaries, employees,
shareholders and creditors, as well as the many thousands of
patients that we expect will benefit from our drugs and
technologies.  Our commitment to our valued shareholders and
creditors is unwavering, as it is our goal to emerge from
reorganization as soon as we can with a greatly improved balance
sheet, and with a valuation that fully recognizes the potential of
our valuable drug pipeline."

"Recent articles in The New York Times and The Wall Street Journal
have highlighted the extremity of financial troubles specific to
the biotech industry, and obviously we have not been immune to
such difficulties in accessing the capital markets to fund our
operations as we normally would.  However, we have recently
announced important fundamental achievements related to BiovaxID,
AutovaxID and Revimmune that are expected to result in key
commercial opportunities in 2009.

"Based on realistic expectations of growing revenues and cash flow
through sales, licensing fees and potential up-front milestone
payments next year and beyond, this reorganization strategy
provides us with an opportunity to protect the Company's assets
until such successes are realized," concluded Mr. Pearce.

              About Accentia BioPharmaceuticals

Based in Tampa, Florida, Accentia BioPharmaceuticals Inc. (Nasdaq:
ABPI) -- http://www.accentia.net/-- is a vertically integrated
biopharmaceutical company focused on the development and
commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The company also has a specialty
pharmaceutical business, which markets products focused on
respiratory
disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.


ACCENTIA BIOPHARMACEUTICAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Accentia Biopharmaceuticals, Inc.
        fdba Accentia, Inc.
        324 South Hyde Park Avenue, Suite 350
        Tampa, FL 33606

Bankruptcy Case No.: 08-17795

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Biovest International, Inc.                        08-17796
Analytica International, Inc.                      08-17798
TEAMM Pharmaceuticals, Inc.                        08-17800
AccentRx, Inc.                                     08-17801
Accentia Specialty Pharmacy, Inc.                  08-17802
Biovax, Inc.                                       08-17803
AutovaxID, Inc.                                    08-17804
Biolender, LLC                                     08-17805
Biolender II, Inc.                                 08-17806

Chapter 11 Petition Date: November 10, 2008

Type of Business: The Debtors develop and market medicinal drugs.
                  See: http://www.accentia.net/

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtors' Counsel: Charles A. Postler, Esq.
                  cpostler.ecf@srbp.com
                  Stichter, Riedel, Blain & Prosser
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144

The Debtors' financial conditions as of June 30, 2008:

Total Assets: $134,919,728

Total Debts:  $77,627,355

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


ADIRONDACK 2005-2: Moody's Junks Class E Floating Rate Notes
------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings of these six classes of notes
issued by Adirondack 2005-2, Ltd.:

Class Description: $271,920,000 Class A-1LT-a Floating Rate Notes
Due 2041

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $0 Class A-1LT-b Floating Rate Notes Due 2041

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $61,800,000 Class A-2 Floating Rate Notes Due
2041

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: A1, on review for possible downgrade

Class Description: $58,710,000 Class B Floating Rate Notes Due
2041

  -- Prior Rating: A1, on review for possible downgrade
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $30,900,000 Class C Floating Rate Notes Due
2041

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $24,720,000 Class D Floating Rate Notes Due
2041

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: B2, on review for possible downgrade

Additionally, Moody's downgraded the rating of one class of notes:

Class Description: $0 Class E Floating Rate Notes Due 2041

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: Ca

According to Moody's, these rating actions are as a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.


AMERICAN INTERNATIONAL: Federal Bailout Loan Terms Revised
----------------------------------------------------------
American International Group, Inc., inked agreements with the U.S.
Treasury and the Federal Reserve to establish a durable capital
structure for AIG, and facilities designed to resolve the
liquidity issues AIG has experienced in its credit default swap
portfolio and its domestic securities lending program.

The actions include both ongoing financing facilities and one-time
transactions designed to address AIG's liquidity issues.  The
ongoing financing facilities include:

   * Preferred Equity Investment

     The U.S. Treasury will purchase, through the Troubled Asset
     Relief Program, $40 billion of newly issued AIG perpetual
     preferred shares and warrants to purchase a number of
     shares of common stock of AIG equal to 2% of the issued
     and outstanding shares as of the purchase date.  All of
     the proceeds will be used to pay down a portion of the
     Federal Reserve Bank of New York credit facility. The
     perpetual preferred shares will carry a 10% coupon with
     cumulative dividends.

   * Revised Credit Facility

     The existing FRBNY credit facility will be revised to
     reflect, among other things:

     (a) the total commitment following the issuance of the
         perpetual preferred shares will be $60 billion;

     (b) the interest rate will be reduced to LIBOR plus
         3.0% per annum from the current rate of LIBOR plus
         8.5% per annum;

     (c) the fee on undrawn commitments will be reduced to
         0.75% from the current fee of 8.5%; and

     (d) the term of the loan will be extended from two to
         five years.  The extension of the term of the loan
         will give AIG time to complete its planned asset
         sales in an orderly manner.  Proceeds from these
         asset sales will be used to repay the credit
         facility.  In connection with the amendment to the
         FRBNY credit facility, the equity interest that
         taxpayers will hold in AIG, coupled with the
         warrants, will total 79.9%.

The one-time transactions involve the creation of two financing
entities capitalized with loans from AIG and the FRBNY.  These
entities will purchase assets related to AIG's Domestic Securities
Lending programs and Multi-Sector Collateralized Debt Obligations
on which AIG has written Credit Default Swap contracts.  The
entities will collect cash flows from the assets and pay interest
on the debt.  FRBNY and AIG will share in any recoveries in the
market prices of the assets.

   1. Resolution of U.S. Securities Lending Program

      AIG will transfer residential mortgage-backed securities
      from its securities lending collateral portfolio to a
      newly-created financing entity that will be capitalized
      with $1 billion in subordinated funding from AIG, and
      senior funding from the FRBNY up to $22.5 billion.
      After both amounts have been repaid in full by the
      financing entity, the parties will participate in any
      further returns on RMBS.  As a result of the transaction,
      AIG's remaining exposure to losses from its U.S.
      securities lending program will be limited to declines
      in market value prior to closing and its $1 billion of
      funding.

      The financing entity, together with other AIG funds, will
      eliminate the need for the U.S. securities lending
      liquidity facility established by AIG and FRBNY in October,
      which had $19.9 billion outstanding as of November 5.
      Upon repayment to all participants, AIG will terminate
      its U.S. securities lending program.

   2. Reduction of Exposure to Multi-Sector Credit Default Swaps

      AIG and FRBNY will create a second financing entity that
      will purchase up to approximately $70 billion of Multi-
      Sector CDO exposure on which AIG has written CDS contracts.
      Approximately 95% of the write-downs AIG Financial Products
      has taken to date in its CDS portfolio were related to
      Multi-Sector CDOs.

      In connection with this transaction, CDS contracts on
      purchased Multi-Sector CDOs will be terminated. AIG will
      provide up to $5 billion in subordinated funding and FRBNY
      will provide up to $30 billion in senior funding to the
      financing entity.  As a result of this transaction, AIG's
      remaining exposure to losses on the CDOs underlying the
      terminated Multi-Sector CDS's will be limited to declines
      in market value prior to closing and its up to $5 billion
      funding to the financing entity. As with the securities
      lending program, FRBNY and AIG will share in any
      recoveries in the market prices of assets.

      AIG will continue to have exposure to CDS contracts on
      Multi-Sector CDOs that are not terminated. As AIG winds
      down its Financial Products division, it will also have
      exposure to other types of remaining CDS contracts, which
      have generated substantially smaller total collateral
      demands than the CDS contracts on Multi-Sector CDOs.

Taxpayers will benefit from the transactions with AIG through
fees, interest and repayment of the FRBNY loan in full, payment of
a 10% coupon on the newly issued preferred shares, cash payments
from the assets purchased by the two financing entities and
potential asset appreciation in the underlying securities held by
those entities.  Taxpayers will own 77.9% of the equity of AIG and
will hold warrants to purchase an additional 2% equity interest,
and so will benefit from any future appreciation in AIG shares.

AIG will also continue to participate in the recent government
program being utilized by many companies for the sale of
commercial paper. The Commercial Paper Funding Facility has
allowed AIG to reenter the commercial paper market. AIG is
authorized to issue up to $20.9 billion to the CPFF and has
currently issued approximately $8 billion.

Edward M. Liddy, AIG Chairman and CEO, said the agreements are a
dramatic step forward for AIG and all of its stakeholders:
"Today's actions send a strong signal to our policyholders,
business partners and counterparties that AIG is on the road to
recovery. Our comprehensive plan addresses the liquidity issues
that threatened AIG, and gives us the financial flexibility to
complete our restructuring process successfully for the benefit of
all of our constituencies."

Mr. Liddy continued, "The $85 billion emergency bridge loan was
essential to prevent an AIG bankruptcy, which would have caused
incalculable damage to AIG, our economy and the global financial
system. Thanks to decisive action by Congress, Treasury and the
Federal Reserve, there are now additional tools available to
create a durable capital structure that will make possible an
orderly disposition of certain of AIG's assets and a successful
future for the company. Our goal is to repay taxpayers in full
with interest, and emerge as a focused global insurer that will
create meaningful value for taxpayers and other stakeholders."

Mr. Liddy continued, "All of these steps, which would not have
been possible in September, will benefit AIG, its stakeholders and
the American taxpayers. This plan contributes to stabilizing the
financial system and provides the opportunity for the public to
realize gains on its AIG investment in the future. These measures
will also put AIG on track to emerge as a nimble competitor with
good long-term growth prospects."

"This innovative solution enhances AIG's liquidity position. At
the same time, American taxpayers will be fairly compensated for
funds lent to AIG, and they will capture the majority of any
appreciation in the value of the securities involved in the
program in the years ahead."

Mr. Liddy added, "[The] announcement would not have been possible
without the vision and extraordinary hard work, dedication and
cooperation of officials from the U.S. Treasury, the Federal
Reserve Bank of New York, the Federal Reserve Board and the state
insurance departments. On behalf of AIG, I would like to extend
sincere thanks to all of those involved in crafting this mutually
beneficial solution."

                About American International Group

Based in New York, American International Group, Inc. (AIG) is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

During the third quarter of 2008, requirements to post collateral
in connection with AIG Financial Products Corp.'s credit default
swap portfolio and other AIGFP transactions and to fund returns of
securities lending collateral placed stress on AIG's liquidity.
AIG's stock price declined from $22.76 on September 8, 2008, to
$4.76 on September 15, 2008.  On that date, AIG's long-term debt
ratings were downgraded by Standard & Poor's, a division of The
McGraw-Hill  Companies, Inc., Moody's Investors Service and Fitch
Ratings, which triggered additional requirements for liquidity.
These and other events severely limited AIG's access to debt and
equity markets.

On September 22, 2008, AIG entered into an $85 billion revolving
credit agreement with the Federal Reserve Bank of New York and,
pursuant to the Fed Credit Agreement, AIG agreed to issue 100,000
shares of Series C Perpetual, Convertible, Participating Preferred
Stock to a trust for the benefit of the United States Treasury.
At September 30, 2008, amounts owed under the facility created
pursuant to the Fed Credit Agreement totaled $63 billion,
including accrued fees and interest.

Since September 30, AIG has borrowed additional amounts under the
Fed Facility and has announced plans to sell assets and businesses
to repay amounts owed in connection with the Fed Credit Agreement.
In addition, subsequent to September 30, 2008, certain of AIG's
domestic life insurance subsidiaries entered into an agreement
with the NY Fed pursuant to which the NY Fed has borrowed, in
return for cash collateral, investment grade fixed maturity
securities from the insurance subsidiaries.


AMERICAN INTERNATIONAL: Posts $24-Billion 3rd Quarter Net Loss
--------------------------------------------------------------
American International Group, Inc., reported a net loss for the
third quarter of 2008 of $24.47 billion compared to 2007 third
quarter net income of $3.09 billion.  Third quarter 2008 adjusted
net loss was $9.24 billion, compared to adjusted net income of
$3.49 billion for the third quarter of 2007.  AIG's results in the
third quarter were negatively affected by financial dislocation in
global markets, as well as catastrophe losses and charges related
to ongoing restructuring-related activities.  Insurance premiums
and other considerations grew nearly 7%, despite these challenging
conditions.

AIG Chairman and Chief Executive Officer Edward M. Liddy said,
"Third quarter results reflect extreme dislocations and volatility
in the capital markets and significant charges related to
restructuring activities.  Reported earnings are not indicative of
the underlying core earnings power of our insurance businesses,
which remain solidly capitalized.  Retention of our customers
remains strong and reflects the support and loyalty of our long-
term partners, intermediaries and sponsors."

Net loss for the first nine months of 2008 was $37.63 billion,
compared to net income of $11.49 billion in the first nine months
of 2007.  Adjusted net loss for the first nine months of 2008 was
$14.12 billion, compared to adjusted net income of $12.51 billion
in the first nine months of 2007.

Included in the third quarter 2008 net loss and adjusted net loss
was a pre-tax charge of approximately $7.05 billion -- $4.59
billion after tax -- for a net unrealized market valuation loss
related to the AIG Financial Products Corp. super senior credit
default swap portfolio and a pre-tax net loss of $1.09 billion --
$705 million after tax -- for a credit valuation adjustment on
AIGFP's assets and liabilities.

Additionally, third quarter 2008 results included pre-tax net
realized capital losses of $18.31 billion -- $15.06 billion after
tax -- arising primarily from other-than-temporary impairment
charges on AIG's investment portfolio.  The Securities Lending
program accounted for $11.7 billion of these losses, of which $6.9
billion resulted from AIG's change in intent to hold these
securities to recovery as the program winds down. The  other-than-
temporary impairment charges also included $3.9 billion resulting
from the severe, rapid decline in fair value of securities outside
of the Securities Lending program, for which AIG concluded it
could not reasonably assert that the impairment period would be
temporary.

Also contributing to the loss in the third quarter were losses on
partnership and mutual fund investments of $1.7 billion before tax
-- $1.1 billion after tax -- compared to $454 million of income --
$295 million after tax -- in the third quarter last year.
Included in charges related to restructuring activities, are $3.6
billion of additional deferred tax expense for the reversal of
historical permanent reinvestment assertions related primarily to
AIG's foreign life businesses.

At September 30, 2008, AIG had $1.022 trillion in total
consolidated assets and $950.9 billion in total debts.
Shareholders' equity was $71.18 billion, including the addition of
$23 billion of consideration received for preferred stock not yet
issued.

                About American International Group

Based in New York, American International Group, Inc. (AIG) is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

During the third quarter of 2008, requirements to post collateral
in connection with AIG Financial Products Corp.'s credit default
swap portfolio and other AIGFP transactions and to fund returns of
securities lending collateral placed stress on AIG's liquidity.
AIG's stock price declined from $22.76 on September 8, 2008, to
$4.76 on September 15, 2008.  On that date, AIG's long-term debt
ratings were downgraded by Standard & Poor's, a division of The
McGraw-Hill  Companies, Inc., Moody's Investors Service and Fitch
Ratings, which triggered additional requirements for liquidity.
These and other events severely limited AIG's access to debt and
equity markets.

On September 22, 2008, AIG entered into an $85 billion revolving
credit agreement with the Federal Reserve Bank of New York and,
pursuant to the Fed Credit Agreement, AIG agreed to issue 100,000
shares of Series C Perpetual, Convertible, Participating Preferred
Stock to a trust for the benefit of the United States Treasury.
At September 30, 2008, amounts owed under the facility created
pursuant to the Fed Credit Agreement totaled $63 billion,
including accrued fees and interest.

Since September 30, AIG has borrowed additional amounts under the
Fed Facility and has announced plans to sell assets and businesses
to repay amounts owed in connection with the Fed Credit Agreement.
In addition, subsequent to September 30, 2008, certain of AIG's
domestic life insurance subsidiaries entered into an agreement
with the NY Fed pursuant to which the NY Fed has borrowed, in
return for cash collateral, investment grade fixed maturity
securities from the insurance subsidiaries.

AIG announced on November 10, 2008, that it had entered into an
agreement in principle as part of the Troubled Asset Relief
Program pursuant to which the United States Treasury will purchase
from AIG $40 billion liquidation preference of newly issued
perpetual preferred stock and a 10-year warrant exercisable for
shares of AIG common stock equal to 2% of the outstanding shares
of common stock, and that the NY Fed and AIG had agreed to amend
the Fed Credit Agreement to reduce the interest rate on
outstanding borrowings and undrawn amounts, extend the term from
two years to five years, reduce the number of shares of common
stock of AIG to be issued upon conversion of the Series C
Preferred Stock held by the Trust so that the government's overall
interest will not exceed 79.9% and revise the total amount
available under the Fed Facility.  In addition, four AIG
affiliates are participating in the NY Fed's Commercial Paper
Funding Facility.  AIG also has announced its intention to enter
into other agreements with the NY Fed to limit AIG's future
liquidity exposures to the multi-sector credit default swap
portfolio and securities lending programs.


AMERICAN MEDIA: S&P Cuts Corp. Credit Rating to Selective Default
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on American
Media Operations Inc.:

   -- S&P lowered the corporate credit rating to 'SD' (selective
      default) from 'CCC+'.

   -- S&P lowered the rating on American Media's 10.25% senior
      subordinated notes due 2009 to 'D' from 'CCC-', while
      leaving the recovery rating on this debt unchanged at '6',
      indicating S&P's expectation of negligible (0% to 10%)
      recovery for lenders.

   -- S&P lowered the rating on the company's 8.875% senior
      subordinated notes due 2011 to 'CC' from 'CCC-' and placed
      it on CreditWatch with negative implications.  The recovery
      rating on these notes also remains unchanged at '6.'

   -- Lastly, S&P lowered the rating on American Media's senior
      secured debt to 'CC' from 'B' and placed it on CreditWatch
      with developing implications.  S&P revised the recovery
      rating on this debt to '2', indicating S&P's expectation of
      substantial (70% to 90%) recovery in the event of a payment
      default, from '1.'

The corporate credit rating action, as well as the issue-level
rating downgrade on the 10.25% senior subordinated notes, reflects
American Media's failure to make the Nov. 1, 2008 interest payment
on the notes.  The company stated that it will decide whether to
make its interest payment by Nov. 10, 2008; it has 30 days to cure
the default.  As of Nov. 3, 2008, the company had $34.6 million in
cash, and the payment due Nov. 1 was $21.2 million.  While a
payment default has not occurred according to the legal provision
of the notes, Standard & Poor's considers it a default when a
payment related to an obligation is not made, even if a grace
period exists, in the event that the nonpayment is a function of
the borrower being under financial stress and S&P is not confident
that the payment will be made in full during the grace period.

American Media has proposed an offer to exchange both its 10.25%
and its 8.875% subordinated notes for new notes at a roughly 40%
discount to par value.  The transaction would push out the
maturities of subordinated indebtedness to 2013 and lower interest
expense.  If the company completes this transaction, S&P would
lower the 'CC' rating on the notes due 2011 to 'D.'  Standard &
Poor's would consider the completion of the exchange to be
tantamount to a default, because the total value of the proposed
notes from the exchange offer will be less than the par value of
the existing notes.  Again, while a payment default will not have
occurred under the legal provision of the notes, S&P considers it
a default when a payment related to an obligation is not made in
accordance with the original terms (even with investor agreement)
and the nonpayment is a function of the borrower being under
financial stress.  If the company does not complete such a
transaction, S&P believes that it will need to review financing
strategy alternatives, which could include filing for Chapter 11
protection under the U.S. Bankruptcy Code.

For the first six months ended Sept. 30, 2008, revenue and
operating income declined 2.1% and 5.5%, respectively, primarily
due to soft advertising demand.  S&P is concerned that operating
performance may deteriorate further over the near term because of
the weak economy.

American Media's $60 million revolving credit facility was fully
drawn as of Nov. 3, 2008.  The company's margin of compliance with
its financial covenants is thin.  At Sept. 30, 2008, its senior
leverage was 3.43x, against a covenant of 3.5x.  This covenant
also steps down in the fiscal third quarter ending Dec. 31, 2008.
The company is proposing an amendment to loosen this covenant to
4.75x and to permit the subordinate note exchange offer.

"If the company completes an exchange offer at a discount to par,
S&P would lower the issue-level rating on the exchanged
subordinated notes to 'D'," noted Standard & Poor's credit analyst
Tulip Lim.  "Following this action, S&P could raise the corporate
credit rating and issue-level ratings, including the rating on the
senior secured debt, based on S&P's assessment of the company's
financial profile under its revised capital structure.  If the
company files for Chapter 11 protection, S&P would lower the
corporate credit rating and all issue-level ratings to 'D'."


AMBAC ASSURANCE: Moody's Cuts Rating to Baa1; Outlook Developing
----------------------------------------------------------------
Moody's Investors Service has downgraded to Baa1 from Aa3 the
insurance financial strength rating of Ambac Assurance Corporation
and Ambac Assurance UK Limited.  In the same rating action,
Moody's downgraded the debt ratings of Ambac Financial Group, Inc.
(NYSE: ABK -- senior unsecured debt to Ba1 from A3) and related
financing trusts.  The rating action concludes a review for
possible downgrade that was initiated on September 18, 2008, and
reflects Moody's view of Ambac's diminished business and financial
profile resulting from its exposure to losses from US mortgage
risks and disruption in the financial guaranty business more
broadly. The outlook for the ratings is developing.

As a result of the rating action, the Moody's-rated securities
that are guaranteed or "wrapped" by Ambac are also downgraded to
Baa1, except those with higher public underlying ratings.

The downgrade results from four factors.  First is Moody's
expectation of greater losses on mortgage related exposure. The
company's reported losses and related increases in loss reserves
in the third quarter are broadly consistent with Moody's current
expectations. Second is the possibility of even greater than
expected losses in extreme stress scenarios.  Third is the
company's diminished business prospects.  Fourth is the company's
impaired financial flexibility.

In its 3Q2008 earnings release, Ambac reported incurred losses of
$608 million on financial guaranty policies, primarily related to
direct RMBS exposures, and $2.5 billion of credit-related
impairments on credit default swaps referencing ABS CDOs.  The
increase in loss reserves and credit impairments has resulted in a
significant reduction in regulatory capital; at 3Q2008, Ambac's
policyholders' surplus was approximately $1.1 billion and
contingency reserves were approximately $3.4 billion.

Ambac's insurance financial strength rating remains investment
grade reflecting the rating agency's view that Ambac's aggregate
resources (including statutory contingency reserves and contingent
capital) provide a meaningful capital cushion above expected loss
levels.  Should Ambac's regulatory capital position continue to
deteriorate, there would be further negative pressure on the
firm's ratings.

Moody's stated that the developing outlook reflects both the
potential for further deterioration in the insured portfolio as
well as positive developments that could occur over the near to
medium term, including the possibility of commutations or
terminations of certain ABS CDO exposures or successful
remediation efforts on poorly performing RMBS transactions, as
well as the potential for various initiatives being pursued at the
US Federal level to mitigate the rising trend of mortgage loan
defaults.  Moody's will continue to evaluate Ambac's ratings in
the context of the future performance of the company's insured
portfolio relative to expectations and resulting capital adequacy
levels, as well as changes, if any, to the company's strategic and
capital management plans.

                       LIST OF RATING ACTIONS

These ratings have been downgraded, with a developing outlook:

Ambac Assurance Corporation -- insurance financial strength to
Baa1 from Aa3;

Ambac Assurance UK Limited -- insurance financial strength to Baa1
from Aa3;

Ambac Financial Group, Inc. -- senior unsecured debt to Ba1 from
A3, junior subordinated debt to Ba2 from Baa1 and provisional
rating on preferred stock to (P)Ba3 from (P)Baa2;

Anchorage Finance Sub-Trusts I-IV -- contingent capital securities
to Ba1 from A3; and

Dutch Harbor Finance Sub-Trusts I-IV -- contingent capital
securities to Ba1 from A3.

Ambac Financial Group, Inc. (NYSE: ABK), headquartered in New York
City, is a holding company whose affiliates provide financial
guarantees and financial services to clients in both the public
and private sectors around the world.


BANC OF AMERICA: Fitch Junks Four Classes of Certificates
---------------------------------------------------------
Fitch Ratings has taken these rating actions on Banc of America
Funding Corp. certificates.  The classes represent a beneficial
ownership interest in separate trust funds.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are now removed.

Banc of America Funding 2006-R1 Trust

     -- Class A-1 downgraded to 'BBB' from 'AA-'; Outlook Stable
     -- Class A-2 upgraded to 'AAA' from 'AA-'; Outlook Stable
     -- Class A-3 downgraded to 'BBB' from 'AA-'; Outlook Negative
     -- Class B-1 downgraded to 'CCC/DR1' from 'BBB';
     -- Class B-2 downgraded to 'CC/DR3' from 'BBB-'.

Banc of America Funding 2006-R2 Trust

     -- Class A-1 downgraded to 'B' from 'AA-'; Outlook Negative;
     -- Class A-2 downgraded to 'B' from 'AA-'; Outlook Negative;
     -- Class B-1 downgraded to 'CC/DR3' from 'BBB';
     -- Class B-2 downgraded to 'C/DR6' from 'BBB-'.

The rating action was taken as part of Fitch's ongoing
surveillance process of existing transactions.


BFC TRUST 2004-1: Fitch Junks Rating on Class II-B4 From 'B+'
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on BFC Trust 2004-1:

BFC Trust 2004-1

     -- Class II-B2 affirmed at 'BBB'; Outlook Stable
     -- Class II-B3 downgraded to 'B' from 'BB'; Outlook Negative
     -- Class II-B4 downgraded to 'CCC/DR1' from 'B+'.

The classes represent a beneficial ownership interest in separate
trust funds. The rating action was taken as part of Fitch's
ongoing surveillance process of existing transactions.


BIOVEST INT'L: US Finance Market Turmoil Cues Bankruptcy Filing
---------------------------------------------------------------
Biopharmaceuticals, Inc., disclosed that, due to the disruption in
the U.S. capital and finance markets which limited access to
required funding, the company has filed a voluntary petition for
reorganization.  With existing cash flow and the potential for
relatively near-term significant business development
opportunities for BiovaxID(R) and AutovaxID(TM), this action is
intended to provide an opportunity for the company to restore
shareholder value and to pay all secured and unsecured creditors.

Under protection of the court, Biovest plans to implement a series
of initiatives designed to significantly decrease operating
expenses and financing costs, and focus cash and resources on its
priority programs that will allow the company to attract key
funding/partnering opportunities.  Affiliates of the company,
including Hopkins Capital Group, LLC, a major shareholder, have
indicated a willingness to provide additional financing to the
company as part of its reorganization plan.

During this reorganization process, the Biovest expects to
continue operations without interruption, while striving to
maximize long-term shareholder value.  The company also stressed
its intent to ultimately pay all of its secured and unsecured
creditors in full.


Biovest's chief financial officer, Alan M. Pearce, stated, "Our
board of directors determined that reorganization is in the best
long-term interest of Biovest, its employees, shareholders and
creditors, well as the many thousands of patients that we expect
will benefit from our drugs and technologies.  Our commitment to
our valued shareholders and creditors is unwavering, as it is our
goal to emerge from reorganization as soon as we can with a
greatly improved balance sheet, and with a valuation that fully
recognizes the potential of our valuable drug pipeline."


Mr. Pearce, continued: "Recent articles in The New York Times and
The Wall Street Journal have highlighted the extremity of
financial troubles specific to the biotech industry, and
obviously we have not been immune to such difficulties in
accessing the capital markets to fund our operations as we
normally would.  However, we have recently disclosed important
fundamental achievements related to BiovaxID(R) and AutovaxID(TM)
that are expected to result in key commercial opportunities in
2009.  Based on realistic expectations of growing revenues and
cash flow through sales, licensing fees, and potential up-front
milestone payments next year and beyond, this reorganization
strategy provides us with an opportunity to protect the company's
assets until such successes are realized."


The reorganization filing was made in the United States Bankruptcy
Court for the Middle District of Florida, Tampa Division under
Chapter 11 of the U.S. Bankruptcy Code.


                 About Biovest International, Inc.

Based in Tampa, Florida, Biovest International Inc. (OTC BB: BVTI)
-- http://www.biovest.com/-- is a pioneer in the development of
advanced individualized immunotherapies for life-threatening
cancers of the blood system.  Biovest is a majority-owned
subsidiary of Accentia Biopharmaceuticals Inc., with its remaining
shares publicly traded.

Biovest International Inc.'s consolidated balance sheet at
June 30, 2008, showed $5.9 million in total assets, $36.8 million
in total liabilities, and $4.6 million in non-controlling
interests in variable interest entities, resulting in a
$35.5 million total stockholders' deficit.



                       Going Concern Doubt



Aidman Piser & company P.A., in Tampa, Florida, expressed

substantial doubt about Biovest International Inc.'s ability to

continue as a going concern after auditing the company's

consolidated financial statements for the years ended Sept. 30,

2007, and 2006.  The auditing firm pointed to the company's

cumulative net losses since inception, cash used in operating

activities, and working capital deficiency.



At June, 2008, the company had an accumulated deficit of
approximately $108.1 million.



BITTORRENT INC: Cuts Staff by Half, Appoints New CEO
----------------------------------------------------
BitTorrent Inc. has already dismissed about 50% of its workers and
has appointed Eric Klinker as its new CEO, Ty McMahan at The Wall
Street Journal reports, citing two people familiar with the
matter.

Citing the sources, WSJ relates that the recent job cut affected
about 18 workers.  In August, BitTorrent laid off 20% of its team
in August 2008, the report says.

According to WSJ, BitTorrent appointed Eric Klinker as its new
CEO, replacing Douglas Walker, who took over the position in 2007.
Mr. Klinker, says WSJ, was BitTorrent's chief technology officer.
The report states that Mr. Klinker left the CEO post to join
BitTorrent's board of directors.

WSJ reports that before the layoffs and the change in management,
BitTorrent's co-founder and President Ashwin Navin disclosed his
resignation from the company and intentions to work with a group
of other tech executives that includes YouTube co-founder Steve
Chen.  Mr. Navin remains on the company's board, WSJ states.

The New York Times said that BitTorrent will shut down its
BitTorrent Entertainment Network media store.

                        About BitTorrent

San Francisco, California-based online video site BitTorrent  --
http://www.bittorrent.com-- makes file-sharing software used to
distribute movies, music, and games.  BitTorrent has agreements
with major studios (such as Warner Bros, Fox, and Paramount) that
has the studios distributing their content using BitTorrent's
file-sharing technology.  BitTorrent also has agreements with
Asian hardware makers such as ASUS, Planex, and QNAP, makers of
routers and servers, which include BitTorrent's software in
several of their products.


BOSQUE POWER: Moody's Pares Rating on $412.5 Mil. Loan to 'B2'
--------------------------------------------------------------
Moody's Investors Service downgraded the rating on Bosque Power
LLC's $412.5 million first lien senior secured credit facility to
B2 from B1.  The outlook has been revised to negative.

This concludes the review of Bosque's rating initiated on
Sept. 22, 2008 following the bankruptcy filing of Lehman Brothers
Holdings Inc., the parent guarantor of Bosque's hedge
counterparty.

The downgrade reflects the combined impact of the Lehman Brothers
bankruptcy and an extended outage earlier this year.  While both
of these were one-time occurrences and have been resolved, they
will have an ongoing impact on Bosque's financial flexibility and
rate of debt repayment, which increases refinancing risk in
Moody's opinion.  These issues are exacerbated by a less
optimistic outlook for the ERCOT market in which Bosque is
located, reflected in lower projected merchant cash flows and
weaker forecast financial metrics once the construction project is
complete.

The negative outlook considers the possibility that for the next
few quarters, Bosque is at risk of failing to meet its financial
covenants.  While the project has benefited from strong sponsor
support over the past year and a covenant violation could
potentially be addressed by further equity cures, there is no
assurance that this will occur and there may nevertheless be
negative consequences for the project as a result.  The negative
outlook also reflects the potential impact of any delays in
construction, cost increases, or performance issues with the new
combined cycle unit, which the project could be less able to cope
with as a result of its reduced financial flexibility.

On October 23, Bosque Power entered into a replacement hedge with
Fulcrum Marketing and Trade, LLC with the same terms as the heat
rate call option originally transacted with Lehman Brothers
Commodity Services.  FMT, which is unrated, is supporting its
obligations with a $28 million letter of credit provided by
JPMorgan Chase.  FMT was capitalized through the injection of
$33.5 million in equity by Bosque's chief sponsor, Arcapita, and
is managed by Fulcrum Power Services, a minority partner in Bosque
and the asset and energy manager for the project.  $28.56 million
of this amount was then delivered to JP Morgan to cash
collateralize the LC.

The remaining $5 million will be used for working capital.  To the
extent that this amount is insufficient to cover any shortfall in
the amounts FMT earns from its energy sales and the payments it
must make to Bosque under the hedge, the sponsors expect to inject
additional equity into FMT rather than have Bosque draw on the LC.
If FMT were to default tomorrow and the hedge provider had to be
replaced again, Moody's calculates that the LC proceeds should be
sufficient to offset a significant decrease in the hedged capacity
price.

Bosque was owed a total of $14.9 million by Lehman through the end
of November, including energy payments for August and the first
half of September when the plant was still being dispatched by
Lehman, and a capacity payment for October.  This was partially
offset by gross margins totaling $3 million that the plant earned
during the second half of September and October, leaving the
project with a net loss of approximately $12 million.  While
management expects to make a claim against Lehman in its
bankruptcy proceeding for both these amounts and losses related to
the remaining term of the hedge, it is uncertain how much they
will be able to recover.

These problems compounded the impact of the extension of the
project's spring outage from one to two months following the
discovery of a broken part.  The problem was resolved but the
repairs cost $4 million and the project incurred $3.3 million in
replacement power purchase costs.  As a result, the project needed
an equity cure of $4mm from the sponsors to bring it into
compliance with its financial covenants.  Excluding the equity
cure, the outage and the Lehman bankruptcy together had a net
negative financial impact of nearly $20 million.  Cash flow
available for debt service in 2008 was initially projected to
total just $25 million.

Because the project was unable to borrow on its revolver following
Lehman's bankruptcy, it was forced to make a $7 million draw on
its debt service reserve fund.  Though the fund retains a balance
of $18 million, equal to approximately 6.5 months debt service,
and the full balance is expected to be restored through cash flows
over the next year, Moody's viewed the nine month DSRF as a
significant credit strength of the project and the draw represents
a change in its credit profile.

Bosque currently projects that it will remain in compliance with
its financial covenants at the end of the year, but the margin of
error is uncomfortably thin.  The slightest shortfall in EBITDA,
whether due to lower than forecast merchant gross margins or
ancillary revenues, or higher than expected operating expenses,
could trigger its second covenant violation in a year.  The first
such violation, which followed an extended outage in the spring,
was resolved by a $4 million equity cure.

In addition, the sponsors provided an additional $2 million for
working capital expenses after Lehman's bankruptcy.  While the
willingness of the sponsors to continue to contribute their
capital in the past suggests strong support for the project, there
is a risk that the sponsors may be unwilling or unable to cure
future violations, which could have significant implications for
the project.  Even if the project is able to avoid a covenant
violation, the delay in debt paydown resulting from the project's
difficulties will result in higher interest costs going forward,
which will result in narrower financial metrics, less money
available for the cash sweep, and further delays in debt paydown,
thus compounding the impact and resulting in a meaningful increase
in refinancing risk.

Bosque has also amended its projections for 2009 onwards based on
a more pessimistic market outlook for ERCOT.  The project's
independent market consultant now projects annual EBITDA of $69,
$78, and $78 million in 2009, 2010, and 2011 respectively,
compared to $77, $75, and $97 million originally. Though Moody's
believed the initial projections were somewhat aggressive, the
revised projections are even lower than Moody's own previous
expectations.  Given the project's heavy reliance on merchant cash
flows, particularly after the completion of the construction
project and the expiration of the hedge, these revised projections
have a significant impact on the financial outlook for the
project.

Despite $10 million in change orders together with late deliveries
of some of the equipment necessary for the combined-cycle
conversion, as well as delays of some minor building work,
construction of the second combined cycle unit is reported to be
on-budget and the conversion is still expected to be complete by
its scheduled date of March 31, 2009.  Though just $700,000 of the
original owner's contingency remains, and the entire amount of the
contractor's 4% contingency has been utilized, there is
$2.5 million of headroom in the budget, largely due to lower than
budged costs associated with interest during construction
($1.8 million) and lower tax on the EPC contract ($1.3 million).
Management reports that the permitting process is proceeding
smoothly and it does not anticipate any difficulty in obtaining
remaining permits.

The rating could face downward pressure if the project encounters
any delays in the completion of the construction project or
increases in project costs, or if the new combined cycle unit
encounters operating difficulties once construction is complete.
The rating could also go down if the project experiences further
financial covenant violations or if merchant energy margins fall
short of revised expectations.  The outlook could be revised to
stable if construction is completed on time and on budget and the
project is able to demonstrate sound operating performance and if
the revised expectations for merchant cash flows are fulfilled.
Given the negative outlook, however, the rating is unlikely to
increase in the near to medium term.


BROADRIDGE FINANCIAL: S&P Upgrades Counterparty Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on Broadridge Financial Solutions to
'BB+' from 'BB'.  At the same time, S&P revised the outlook to
stable from negative.

"The rating action results primarily from the company's
consistently stable operating profitability and focus on debt
reduction, as well as its successful navigation of the challenging
market environment.  Specifically, S&P does not expect
Broadridge's profitability to be significantly affected by the
loss of Lehman Brothers as a client given a renewed contract at
Barclays and the addition of Neuberger Berman," said Standard &
Poor's credit analyst Robert Hansen, CFA.

S&P also recognizes management's efforts in recent quarters to
improve its risk-management practices and governance policies as
they relate to approving and monitoring outsize exposures.  S&P
also notes management's reduced risk appetite, especially at its
regulated broker dealer, Ridge Clearing.  However, S&P believes
further improvements in risk management and corporate
governance are needed.

The counterparty credit rating on Broadridge reflects its strong
and established competitive position in the investor
communications and securities-processing businesses, which
generate highly recurring operating earnings.  From a financial
perspective, S&P views favorably the decline in total leverage in
recent quarters, aided in part by the purchase of $125 million
principal amount of senior notes in the fiscal first quarter.

Borrowings were temporarily elevated at the end of the quarter due
to the company's conversion of Neuberger Berman's clearing
business to Ridge, which included some elevated money-market
redemptions.  The rating also reflects the company's strong
interest coverage and relatively modest credit risk, which is
partially offset by a relatively high customer concentration in
the financial services industry and its relatively limited tenure
as a stand-alone company (spun-off from ADP in March 2007).

The stable outlook reflects S&P's view that the rating is not
likely to change in the near to intermediate term.  S&P expects
operating profitability to remain strong in fiscal 2009, aided by
continued strong demand for investor communications services.  S&P
could lower the rating, which S&P views as less likely, if
profitability declines or leverage increases materially.
Conversely, S&P could raise the rating following further
evaluation of the company's enterprise risk management policies
and procedures, which S&P currently views as weak, albeit
improving.


CAMBER 3: Declining Credit Quality Spurs Moody's Note Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings of these two classes of notes
issued by Camber 3 plc:

Class Description: $422,500,000 Class A-1 Floating Rate Notes due
2040

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $110,500,000 Class A-2 Floating Rate Notes due
2040

  -- Prior Rating: A3, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded the ratings of these three
classes of notes:

Class Description: $45,500,000 Class B Floating Rate Notes due
2040

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Ca

Class Description: $26,000,000 Class C Deferrable Floating Rate
Notes due 2040

  -- Prior Rating: Ca
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: C

Class Description: $19,500,000 Class D Deferrable Floating Rate
Notes due 2040

  -- Prior Rating: Ca
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: C

According to Moody's, these rating actions are as a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.


CF HOSPITALITY: Wants Plan Filing Period Moved to Feb. 28, 2009
---------------------------------------------------------------
CF Hospitality Inc. is asking the U.S. Bankruptcy Court for the
Middle District of Florida to extend its exclusive period to file
a Chapter 11 plan of reorganization until Feb. 28, 2009, Bloomberg
News reports.

The plan the company intends to propose is expected to cure a
default and reinstate a loan from its secured lender Gramercy
Investment Trust owed $93 million, the reports says.

The initial deadline to file a plan is Dec. 29, 2008, the report
notes.

Apopka, Florida-based CF Hospitality, Inc., owns two hotels, one
in Orlando and another in Miami.  The Company and a subsidiary
filed for Chapter 11 bankruptcy protection on May 1, 2008 (Bankr.
M.D. Fla. Lead Case No. 08-03518).  David R. McFarlin, Esq., and
Frank M. Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.,
represent the Debtors in their restructuring efforts.  In its
filing, the Lead Debtor listed estimated assets between
$10 million and $50 million and estimated debts between
$10 million and $50 million.


CHARTER COMMUNICATIONS: Sept 30 Balance Sheet Upside-Down by $9B
-----------------------------------------------------------------
Charter Communications, Inc.'s balance sheet at Sept. 30, 2008,
showed total assets of $15.1 billion, total liabilities of
$23.9 billion, resulting in a shareholders' deficit of
$8.8 billion.

Charter Communications reported financial and operating results
for the third quarter and first nine months of 2008.

Third quarter revenues increased 7.3% and operating costs and
expenses increased 5.7% compared to year-ago results.  Income from
operations was $208 million in the third quarter of 2008, compared
to $107 million in the third quarter of 2007.

Net loss for the third quarter of 2008 was $322 million.  For the
third quarter of 2007, Charter reported a net loss of $407million
and net loss per common share of $1.10.  The increase in income
from operations and decrease in net loss resulted from increased
sales of its bundled services and improved cost efficiencies.

Additionally, the company recorded a $56 million asset impairment
charge in 2007 that did not reoccur in 2008.

Expenditures for property, plant, and equipment for the third
quarter of 2008 were $288 million, compared to third quarter 2007
expenditures of $311 million.  The decrease in capital
expenditures primarily reflects year-over-year decreases in
scalable infrastructure and support capital.

Net cash flows from operating activities for the third quarter of
2008 were $242 million, compared to $209 million for the third
quarter of 2007.

                   Nine Months Results -- Actual

Revenues for the nine months ended Sept, 30, 2008, increased 8.4%
year-over-year.  Operating costs and expenses rose 7.6% compared
to year-ago actual results.  Income from operations increased to
$643 million for the first nine months of 2008, compared to
$463 million in the first nine months of 2007.  Net loss for the
first nine months of the year was $956 million.  For the first
nine months of 2007, Charter reported a net loss of $1.148 billion
and net loss per common share of $3.12.  The increase in income
from operations and the decrease in net loss are attributable to
revenue growth from HSI and telephone driven by the bundle, as
well as improved cost efficiencies and a decline in non-operating
expenses.

Capital expenditures for property, plant, and equipment for the
nine months ended Sept. 30, 2008, were $938 million, compared to
$890 million in 2007.  The increase in capital expenditures
reflects year-over-year increases in customer premise equipment.
Charter expects that capital expenditures in the year 2008 will
total approximately $1.2 billion, with over 75% of that amount
directed toward success-based activities.

Net cash flows provided by operating activities for the first
nine months of 2008 were $410 million, compared to $327 million
for the first nine months of 2007.  The increase in cash flows
provided by operating activities is the result of revenue growth
from HSI and telephone driven by the bundle, well as improved
cost efficiencies, partially offset by changes in operating
assets and liabilities that provided less cash in 2008 than the
corresponding period in 2007.

As of Sept. 30, 2008, Charter had $21.031 billion in long-term
debt.  Cash on hand and availability under the company's
revolving credit facility totaled approximately $1.3 billion on
Sept. 30, 2008, none of which was limited by covenant
restrictions.

                   About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(Nasdaq: CHTR) -- http://www.charter.com/-- is a broadband
communications company and the third-largest publicly traded cable
operator in the United States.  Charter provides a full range of
advanced broadband services, including advanced Charter Digital
Cable(R) video entertainment programming, Charter High-Speed(R)
Internet access, and Charter Telephone(R).  Charter Business(TM)
similarly provides broadband communications solutions to business
organizations, such as business-to-business Internet access, data
networking, video and music entertainment services, and business
telephone.  Charter's advertising sales and production services
are sold under the Charter Media(R) brand.


CIENA CAPITAL: Creditors Panel May Employ Hahn & Hessen as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has given the Official Committee of Unsecured Creditors appointed
in Ciena Capital LLC f/k/a Business Loan Express, LLC, and its
debtor-affiliates, permission to retain Hahn & Hessen LLP as its
counsel, effective as of Oct. 8, 2008.

As the Committee's counsel, H&H is expected to:

  a) render legal advice to the Committee with respect to its
     duties and powers in this case;

  b) assist the Committee in its investigation of the acts,
     conduct, assets, liabilities and financial condition of the
     Debtors, the operation of the Debtors' businesses, the
     desirability of continuance of such businesses and any other
     matters relevant to these cases or to the business affairs of
     the Debtrs;

  c) advise the Committee with respect to any proposed sale of the
     Debtors' assets or a sale of the Debtors' business operations
     and any other relevant matters;

  d) advise the Committee with respect to any proposed plan of
     reorganization or liquidation and the prosecution of claims
     against third parties, if any, and any other matters relevant
     to the cases or to the formulation of a plan of
     reorganization or liquidation;

  e) assist the Committee in requesting the appointment of a
     trustee or examiner pursuant to Sec. 1104 of the Bankruptcy
     Code, if necessary and appropriate; and

  f) perform such other legal services, which may be required by,
     and which are in the best interests of, the unsecured
     creditors, which the Committee represents.

Mark T. Power, Esq., a member of H&H, assured the Court that the
firm represents no interest adverse to the Debtors or their
estates, and that the firm is a "disinterested person" as that
term is defined in Sec. 101(14) of the Bankruptcy Code.

H&H has agreed to be compensated at its customary rates for
services rendered and for actual expenses incurred in connection
therewith, all subject to approval of the Court.

H&H's professionals currently bill:

                                        Hourly Rate
                                        -----------
     Partners                            $640-$795
     Special Counsel and Of Counsel      $475-$675
     Associates                          $270-$550
     Paralegals                          $215-$245

Headquartered in New York City, Ciena Capital LLC --
http://www.cienacapital.com/-- offers commercial real estate
finance services including loans and long term investment property
financing.  The company and 11 affiliates files for Chapter 11
protection on Sept. 30, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-
13783).  Peter S. Partee, Esq., and Andrew Kamensky, Esq., at
Hunton & Williams LLP, represent the Debtors as counsel.  Mark T.
Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed both assets and debts between $100 million
and $500 million.


CIENA CAPITAL: May Employ Bridge Associates as Financial Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted Ciena Capital LLC and its debtor-affiliates permission to
employ Bridge Associates, LLC, as their financial advisors,
effective as of the Petition Date.

As the Debtors' financial advisors, Bridge Associates is expected
to:

  a) assist the Debtors with gathering and organizing such
     information as required to prepare "first day" pleadings in
     connection with the filing of the Debtors' petitions in
     bankruptcy;

  b) work with the Debtors' staff to ensure that monthly
     operating reports required to be filed with the Bankruptcy
     Court are completed and timely filed;

  c) work with the Debtors' staff to ensure that the Debtors'
     Statements of Financial Affairs and Schedules are prepared
     and timely filed;

  d) assist the Debtors in complying with other reporting
     requirements under the Bankruptcy Code, the Bankruptcy Rules
     and any operating guidelines promulgated by the Office of the
     U.S. Trustee;

  e) assist the Debtors in communicating with the U.S. Trustee
     regarding monthly operating reorts and related matters;

  f) assist the Debtors with identification of supporting
     information needed to collect outstanding loan balances as
     well as working with attorneys acting on behalf of the
     Debtors in regard to such loan balances; and

  g) perform other necessary services and provide such other legal
     advice to the Debtors in connection with its bankruptcy cases
     as customarily provided by a financial advisor in connection
     with a bankruptcy advisory representation, as is requested by
     the Debtors and agreed to by Bridge Associates.

As compensation for its services, Bridge Associates's
professionals' currently bill:

                                           Hourly Rate
                                           -----------
  Managing Directors/Senior Consultants     $350-$600
  Principals and Directors                  $275-$425
  Associates and Consultants                $200-$275
  Para-professionals                        $125-$125

The Debtors told the Court that they provided an advance payment
retainer to Bridge Associates in the amount of $150,000 on
Sept. 29, 2008, for restructuring, bankruptcy and related
consulting services to be rendered by Bridge, the balance of which
stands at $61,950.

The Engagement Letter also provides that the Debtors will
indemnify and hold harmless Bridge Associates, its officers,
members, principals, employees, affiliates, independent
contractors and their respective directors, officers, agents and
employees from and against all claims arising in connection with
its retention by the Debtors that is not the result of the firm's
gross negligence or willful misconduct.

Anthony H.N. Schnelling, a managing director and founding member
at Bridge Associates, assured the Court that the firm does not
hold or represent any interest adverse to the Debtors or their
estates, and that the firm is a "disinterested person" as that
term is defined in Sec. 101(14) of the Bankruptcy Code.

Headquartered in New York City, Ciena Capital LLC --
http://www.cienacapital.com/-- offers commercial real estate
finance services including loans and long term investment property
financing.  The company and 11 affiliates files for Chapter 11
protection on Sept. 30, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-
13783).  Peter S. Partee, Esq., and Andrew Kamensky, Esq., at
Hunton & Williams LLP, represent the Debtors as counsel.  Mark T.
Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed both assets and debts between $100 million
and $500 million.


CIENA CAPITAL: Taps WilmerHale as Special Counsel
-------------------------------------------------
Ciena Capital LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to employ Wilmer Cutler Pickering Hale and Dorr LLP as
their special counsel, nunc pro tunc to the Petition Date.

As the Debtors' special counsel, WilmerHale will represent the
Debtors in connection with: (1) the various ongoing SBA Office of
the Inspector General Investigations, audits, and reviews of loans
originated by one or more of the Debtors, as well as any
litigation, claims, and related matters arising out of or in
connection with the ongoing investigation, audits, and review of
loans; (2) the ongoing investigation by the U.S. Department of
Agriculture Office of the Inspector General, as well as
litigation, claims and related matters arising out of or in
connection with the investigation; (3) any ongoing civil
investigations or litigation of one or more of the Debtors'
lending practices in various jurisdictions involving the Small
Business Administration and the U.S. Department of Justice, and
any congressional inquiries or investigations related to the
Debtors; and (4) any civil litigation involving third arties
arising out of or related to the various investigations.

As compensation for their services, WilmerHale's professionals
currently bill:

                               Hourly Rate
                               -----------

     Partners                   $540-$950
     Counsel                    $470-$675
     Associates                 $285-$545
     Attorneys/Specialists      $235-$475
     Paralegals                 $140-$285

Ronald C. Machen, Esq., a partner at WilmerHale, assures the Court
that the firm neither holds nor represents any interest adverse to
the Debtors with respect to matters to which the firm seeks to be
retained by the Debtors.  Mr. Machen relates that as of the
Petition Date, one or more of the Debtors owe the firm
approximately $1,537,668 in the aggregate for services provided
and expenses incurred pre-petition, which may not include fees and
costs that have not yet been reflected in WilmerHale's accounting
system.

Headquartered in New York City, Ciena Capital LLC --
http://www.cienacapital.com/-- offers commercial real estate
finance services including loans and long term investment property
financing.  The company and 11 affiliates files for Chapter 11
protection on Sept. 30, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-
13783).  Peter S. Partee, Esq., and Andrew Kamensky, Esq., at
Hunton & Williams LLP, represent the Debtors as counsel.  Mark T.
Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed both assets and debts between $100 million
and $500 million.


CIENA CAPITAL: SBA Files Supplemental Objection to DIP Financing
----------------------------------------------------------------
The United States of America, Small Business Administration
("SBA") filed with the U.S. Bankruptcy Court for the Southern
District of New York a supplemental objection to the Emergency
Motion of the Debtors to obtain Post-Petition Financing and to use
Cash Collateral.  As reported in the Troubled Company Reporter on
Oct. 7, 2008, the Court entered an Interim Order authorizing the
Debtors to borrow up to $2 million from Allied Capital Corp.
pending a final hearing on the full amount of $5 million.  This
hearing was originally scheduled for Nov. 5, 2008, but was later
adjourned to Nov. 12, 2008.

On Oct. 17, 2008, SBA filed its Initial Objection to the Emergency
Motion, arguing that the Debtors failed to carry their burden of
proof that the proposed post-petition financing was necessary.

SBA contends that Allied Capital Corporation and Citibank, N.A.,
the pre-petition secured lenders of the Debtors, should not be
allowed to obtain:

     -- a super-priority claim with recourse to and payable from
        all pre- and post-petition property of Debtor Business
        Loan Center, LLC,

     -- post-petition liens on the encumbered and unencumbered
        assets of Business Loan Center, and

     -- payment of the attorney's fees of Allied and Citibank from
        the assets of Business Loan Center, because, inter alia,
        these lenders do not possess valid security interests in
        the assets of Business Loan Center relating to SBA 7(a)
        Loans, and SBA regulations require prior written consent
        of the SBA before any such security interest can be
        granted.

Furthermore, SBA tells the Court that it should not authorize the
Debtors to use the cash of Business Loan Center to finance the
operations of the Debtors.

SBA relates that SBA regulations prohibit the creation of any lien
on any portion of an SBA 7(a) loan without SBA's prior written
consent.  Because Allied and Citibank cannot demonstrate that they
received the requisite consent from SBA, they have no valid lien
on any portion of the SBA 7(a) loans originated and services by
Business Loan Center, including the service fees generated by such
loans and the proceeds of any sales of such loans.  Business Loan
Center, as a licensed Small Business Lending Company, is a
participant in the SBA 7(a) loan program, and therefore directly
regulated by the SBA.

Allied and Citibank assert that they are secured creditors of the
Debtors by virtue of certain pre-petition secured indebtedness
described in the Emergency Motion.  The pre-petition indebtedness
of $325 million was held by Citibank and a consortium of other
lenders.  Ciena Capital LLC is the borrower on the pre-petition
indebtedness, and Allied is a guarantor.  Debtors assert that
Business Loan Center is also a guarantor on the pre-petition
indebtedness.  Ciena Capital LLC is one of the portfolio companies
of Allied Capital Corp., a Business Development Company.  Allied
holds 94.9% of the equity of Ciena Capital LLC.

In order to satisfy its obligations under its guaranty, Allied
acquired post-petition $320 million of the pre-petition
indebtedness.  By doing so, Allied essentially stepped into the
shoes of Citibank and the consortium of lenders with respect to
$320 million of the $325 million pre-petition indebtedness.

In view of the foregoing, SBA tells the Court that it should deny
the Emergency Motion.

Headquartered in New York City, Ciena Capital LLC --
http://www.cienacapital.com/-- offers commercial real estate
finance services including loans and long term investment property
financing.  The company and 11 affiliates files for Chapter 11
protection on Sept. 30, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-
13783).  Peter S. Partee, Esq., and Andrew Kamensky, Esq., at
Hunton & Williams LLP, represent the Debtors as counsel.  Mark T.
Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed both assets and debts between $100 million
and $500 million.


CIRCUIT CITY: Seeks Chapter 11 in Virginia; CCAA in Canada
----------------------------------------------------------
Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code before the U.S. Bankruptcy Court for the
Eastern District of Virginia in Richmond, Virginia, on November
10.

Circuit City plans to continue operating the business without
interruption as management focuses on developing and executing a
comprehensive corporate restructuring plan.  InterTAN Canada,
Ltd., which runs Circuit City's Canadian operations, also will be
seeking protection under the Companies' Creditors Arrangement Act
in Canada.

In conjunction with the filing, Circuit City has filed "first day"
motions, seeking customary authority from the Bankruptcy Court
that will enable it to continue operating its business and serving
its customers in the ordinary course.  The requested approvals
include requests for the authority to make wage and salary
payments and continue various benefits for employees as well as
honor customer programs such as returns, exchanges and gift cards.

In addition, Circuit City has negotiated a commitment for a
$1.1 billion debtor-in-possession revolving credit facility to
supplement its working capital from lenders, led by Bank of
America, N.A., as administrative agent and collateral agent.  The
DIP facility replaces the company's $1.3 billion asset-based
credit facility and is being provided by the same lenders.  The
facility provides additional immediate liquidity while the company
works to reorganize the business and will permit the company to
pay vendors and other business partners for goods and services
received after the filing.

Circuit City recently announced that it was taking certain actions
to address the company's financial condition and deteriorating
liquidity position.  Despite aggressive efforts to secure vendor
support, vendor concerns about the company's liquidity and ability
to pay for its purchases in this difficult economic climate have
escalated considerably since the company provided a liquidity
update on November 3, 2008, further impairing the company's
ability to conduct business and provide service to its customers.
Faced with the need to secure ongoing vendor support and to ensure
adequate merchandise flow to stores during the important holiday
season, the company has determined that it would be in the best
interest of its stakeholders to file for reorganization relief
under Chapter 11.  Operating under the protection of Chapter 11
will provide the company's vendors with assurances that they will
be paid for merchandise the company receives post-filing so the
company can be sufficiently stocked for the holiday selling
season. Further, the company intends to create a restructuring
plan that should allow Circuit City to emerge as a stronger
business with an improved national distribution channel for its
vendors and a more compelling offering for its customers.

The company recognizes that, to achieve these objectives, there is
a critical need to create a more efficient chain with a
streamlined cost structure.  As previously announced, the company
is in the process of closing 155 domestic segment stores.  This
week, the company took action to realign its regional and district
support structure commensurate with the smaller store base, which
will include approximately 566 stores when the domestic segment
store closings are completed.  As a further cost-saving measure,
the company reduced its corporate headquarters workforce on
November 7, 2008.  These corporate, regional and district support
reductions totaled approximately 700 positions and are in addition
to the reductions resulting from the store closings.  The store
closings and support workforce reductions will result in a
combined domestic workforce and store base reduction of
approximately 20 percent.

Under the protection of Chapter 11, the company plans to build on
these recent restructuring initiatives.  Through the additional
flexibility that the bankruptcy process provides the company to
restructure its operations, the company will continue its real
estate rationalization by taking immediate steps to reject the
leases at its previously closed locations.  Further, as part of
its restructuring efforts, the company will continue to assess the
productivity of all assets, review additional cost-cutting
initiatives and explore strategic alternatives to maximize the
value of the business.

James A. Marcum, vice chairman and acting president and chief
executive officer of Circuit City, said, "We recently have taken
intensive measures to overcome our deteriorating liquidity
position.  The decision to restructure the business through a
Chapter 11 filing should provide us with the opportunity to
strengthen our balance sheet, create a more efficient expense
structure and ultimately position the company to compete more
effectively.  In the meantime, our stores remain fully
operational, and our associates are focused on consistent and
successful execution this holiday season and beyond.

"We appreciate the support we have received from our lenders in
the midst of such a tight credit market. With this support, we
believe we have the opportunity to leverage our market position
and the strength of our brand to restore Circuit City to solid
financial footing," continued Marcum.

"We understand how difficult the recent announcements have been on
everyone at the company, and we recognize the changes personally
affect many people.  Further, we know there is never a good time
for individuals to be impacted by decisions like these, and we
deeply regret the effect this has on our associates.  I want to
thank them for their continued loyalty and dedicated effort as we
go forward with the belief that implementing long-term and lasting
change to our business will come by satisfying our customers, one
at a time," concluded Marcum.

          Balance Sheet Not Upside-Down As of Aug. 31

In its petition, Circuit City said 168,206,960 shares of its
common stock has been issued and outstanding.  The principal
shareholders of Circuit City common stock include HBK Master Fund,
L.P., an investment fund holding approximately 8.7% of the Stock,
First Pacific Advisors, LLC, an investment advisory firm holding
approximately 7.4% of the Stock, Classic Fund Management
Aktiengesellschaft, also an investment fund holding approximately
4.8% of the Stock, and Wattles Capital Management, LLC, which has
as its sole member, manager and owner Mark J. Wattles and holds
approximately 6.5% of the Stock.

As of August 31, 2008, total assets were $3,400,080,000 and debts
were $2,323,328,000, providing for stockholders' equity of
$1,076,752,000.  However, Circuit City's stock has been trading
below $1 a share after the company released its results for its
second quarter ended Aug. 31, which reported a net loss of
$239,174,000, or $1.45 a share.

     Date                      Closing Price
     ----                      -------------
     Sept. 29                      $1.08
     Sept. 30                       0.76
     Oct. 3                         0.57
     Oct. 10                        0.37
     Oct. 17                        0.39
     Oct. 24                        0.25
     Oct. 31                        0.26
     Nov. 7                         0.25

On October 24, 2008, Circuit City received a notice from the New
York Stock Exchange that the company was "below criteria" for the
NYSE's price criteria for common stock because the average closing
price of the company's common stock was less than $1.00 per share
over a consecutive 30-trading-day period as of October 22, 2008.

As of its petition date, the company owes $898 million under a
secured credit facility.  The company also estimates that its
unsecured trade debt totals not less than $650,000,000.  The
absolute priority rule under the Bankruptcy Code provides that
creditors have priority over a company's equity holders.
Shareholders will only receive further returns on their equity
after creditors have been paid.

In its list of 50 largest unsecured claims, Circuit City owes
Hewlett-Packard Co. more than $118 million, making H-P the store's
largest unsecured creditor.  HP is followed by Samsung Electronics
Co. who holds an almost $116 million claim and Sony Corp., which
the store owes $60 million.  UBS analyst Maynard Um said that he
doesn't believe that Circuit City's bankruptcy will weigh too
heavily on H-P's consumer profits, because H-P has a wide presence
at other retail outlets, The Wall Street Journal states.

                  Two Straight Years of Losses

Bruce H. Besanko, executive vice president and chief financial
officer of Circuit City, relates that the company generated
revenues of approximately $11.74 billion for fiscal year ending
Feb. 29, 2008.  However, notwithstanding the efforts by the
company and its employees to generate revenues, the company
incurred net operating losses of $319.9 million.  As a result, the
company had experienced two consecutive years of losses.

Mr. Besanko relates that the largest driver of declining
performance was a double-digit decline in in-store traffic from
the previous year.  The company launched various initiatives in
order to boost performance -- brand restoration and customer
retention and attraction; discontinuing unprofitable or
unnecessary stores and markets through store closings and layoffs;
and preserving and, in some instances, improving vendor relations.

In April 2008, Blockbuster Inc. offered up to US$1.33 billion to
purchase Circuit City, subject to evaluation of its books.  After
consultation with Goldman, Sachs & Co., which Circuit City
retained to evaluate the bid, and at the insistence of HBK
Investments, Circuit City granted Blockbuster access to due
diligence materials.  However, Blockbuster eventually rescinded
its offer and no other party submitted an alternative proposal.

In October 2008, the company began soliciting offers from
liquidation firms to conduct store-closing sales at 150 stores.
The joint venture comprised of Hilco Merchant Resources, LLC and
Gordon Brothers Retail Partners, LLC, which emerged the highest
bidder, began the store closing sales November 5.

In addition, as a result of the store closing sales, and the need
to reduce its workforce, the company laid-off approximately 1,300
employees on Nov. 7.  The company had 39,600 full and part-time
employees in their stores, distribution centers, and headquarters
in the U.S. and Puerto Rico.

                      Key First Day Motions

Circuit City has filed various motions with the Bankruptcy Court:

  1. Payment to Foreign Vendors.  Circuit City obtains
     merchandise from vendors in countries including, but not
     limited to Brazil, Canada, China, France, Germany, Great
     Britain, Hong Kong, India, Ireland, Italy, Japan, Korea,
     Malaysia, Mexico, New Zealand, Romania, and Taiwan.  The
     Debtors seek the Court's permission to pay the prepetition
     claims.  The Debtors note that the many of these vendors are
     not subject to the jurisdiction of the Court and may cease
     doing further business with Circuit City absent payment of
     their claims.

  2. DIP Loan from Bank of America, GE Capital Markets, Inc., and
     Wells Fargo Retail Finance, LLC.  Circuit City asks the
     Court to approve proposed financing arrangements, consisting
     of a revolving credit facility of $1.1 billion, which amount
     would be reduced to $900 million on December 29, 2008
     following the holiday season.  Before the petition date, the
     company entered into a $1.3 billion revolver, of which it
     had drawn approximately $898 million.  The DIP Facility
     contemplates the repayment of outstanding amounts under the
     Revolving Credit Facility (save for certain amounts owed by
     InterTAN and its subsidiaries), following which Bank of
     America (as agent and lender under the Revolving Credit
     Facility) and certain of the other Prepetition Lenders would
     become lenders under the DIP Facility.  The DIP Facility
     will mature in 12 months.

  3. Assumption of Agency Agreement with Hilco/Gordon.  The
     Debtors want to assume their agency agreement with Hilco and
     Gordon in connection with the store closing sales for 154
     stores.  The deal provides that Circuit City will receive at
     least 72% return of the aggregate cost value of the
     merchandise, expected to be between $190,000,000 and
     $220,000,000.  A list of the closing stores is available and
     other details are available at
     http://bankrupt.com/misc/CircuitCity_154_ClosingStores.pdf

                  InterTAN Gets CCAA Protection

InterTAN Canada Ltd., a wholly-owned subsidiary of Circuit City
Stores, has been granted creditor protection by the Ontario
Superior Court of Justice under the Companies' Creditors
Arrangement Act.

The Court appointed Alvarez & Marsal to serve as monitor in the
case.  The Court approved that:

-- InterTAN will continue to pay its employees and provide
    employee benefits in the normal course; and

-- The Source stores will stay open, and will continue to
    honor customer programs such as returns, exchanges,
    warranties and gift cards.

InterTAN operates or licenses 772 neighbourhood electronics
stores and dealer outlets across Canada under the trade name, The
Source by Circuit City.  These stores will stay fully staffed and
open for business.

Canadian subsidiary required to participate Circuit City's
filing has caused a termination of InterTAN's credit facilities.
Circuit City's replacement financing is conditional upon,
among other things, Court approval and the DIP lenders having
security over all of InterTAN's assets.  As a result, InterTAN is
required to file for creditor protection under CCAA.

"We regret the necessity of this action and will be working
diligently with our suppliers, employees and creditors to produce
a successful holiday selling season," said Ron Cuthbertson,
President of InterTAN.  "The Source is a small-format specialty
retailer with 772 stores across Canada, significant future growth
potential and approximately $650 million of annual revenues.  Our
management is committed to working with our employees, dealers,
joint-venture partners, vendors, landlords and other stakeholders
to emerge from CCAA."

               Bankruptcy Emergence by 1H of 2009

According to Mr. Besanko, the company is forced to commence
Chapter 11 proceedings "to attempt to restore positive financial
performance and continue its turnaround efforts".

"In large part, a chapter 11 filing is due to three factors, all
of which contributed to a liquidity crisis that prevented the
Company from completing its turnaround goals outside of formal
proceedings: (i) erosion of vendor confidence; (ii) decreased
liquidity; and (iii) a global economic crisis," Mr. Besanko
explains.

Mr. Besanko relates that the Debtors seek to obtain adequate
postpetition financing, continue with their store closing sales,
and reject unnecessary leases.  The company will then attempt to
work closely with its vendors and enhance customer relations and
hopes that it will be in a position to emerge from chapter 11 in
first half of 2009.

According to Bloomberg News, Developers Diversified Realty Corp.,
Kimco Realty Corp., General Growth Properties Inc. were among
retail landlords that fell in New York trading after Circuit City

                      About Circuit City

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

                        *     *     *

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


CIRCUIT CITY: Case Summary & 50 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Circuit City Stores, Inc.
       9950 Mayland Drive
       Richmond, Virginia

Bankruptcy Case No.: 08-35653

Seventeen debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                     Case No.
       ------                                     --------
Circuit City Stores West Coast, Inc.               08-35654
InterTAN, Inc.                                     08-35655
Ventoux International, Inc.                        08-35656
Circuit City Purchasing Company, LLC               08-35657
CC Aviation, LLC                                   08-35658
CC Distribution Company of Virginia, Inc.          08-35659
Circuit City Stores PR, LLC                        08-35660
Circuit City Properties, LLC                       08-35661
Orbyx Electronics, LLC                             08-35662
Kinzer Technology, LLC                             08-35663
Courchevel, LLC                                    08-35664
Abbott Advertising Agency, Inc.                    08-35665
Mayland MN, LLC                                    08-35666
Patapsco Designs, Inc.                             08-35667
Sky Venture Corp.                                  08-35668
XSStuff, LLC                                       08-35669
Prahs, Inc.                                        08-35670

Type of Business: Circuit City Stores, Inc. (NYSE: CC) is a
                 leading specialty retailer of consumer
                 electronics and related services.  At Oct. 31,
                 2008, its domestic segment operated 712
                 superstores and 9 outlet stores in 165 U.S.
                 media markets.  At Sept. 30, its international
                 segment operated through 770 retail stores and
                 dealer outlets in Canada.  Circuit City also
                 operates Web sites at
                 http://www.circuitcity.com/,
                 http://www.thesource.ca/and
                 http://www.firedog.com/

Chapter 11 Petition Date: November 10, 2008

Court: Eastern District of Virginia

Judge: Honorable Kevin R. Huennekens

Debtors'
General
Restructuring
Counsel:         Gregg M. Galardi, Esq.
                 Ian S. Fredericks, Esq.
                 Skadden, Arps, Slate, Meagher & Flom, LLP
                 One Rodney Square
                 PO Box 636
                 Wilmington, DE 19899-0636
                 T: (302) 651-3000
                 F: (302) 651-3001
                 http://www.skadden.com

                 Timothy G. Pohl, Esq.
                 Chris L. Dickerson, Esq.
                 Skadden, Arps, Slate, Meagher & Flom LLP
                 333 West Wacker Drive
                 Suite 2000
                 Chicago, IL 60606
                 T: 312-407-0700
                 F: 312-407-0411
                 http://www.skadden.com
Debtors' Local
Restructuring
Counsel:         Dion W. Hayes, Esq.
                 Douglas M. Foley, Esq.
                 McGuireWoods LLP
                 One James Center
                 901 E. Cary Street
                 Richmond, VA 23219
                 T: (804) 775-1000
                 F: (804) 775-1061
                 http://www.mcguirewoods.com

Debtors'
Special
Financing
Counsel:         Kirkland & Ellis LLP

Debtors'
Special
Securities
Counsel:         Wilmer, Cutler, Pickering, Hale and Dorr, LLP

Debtors'
Financial
Advisor:         FTI Consulting, Inc.

Debtors'
Financial
Advisor:         Rotschild Inc.

Debtors'
Tax Advisor:     Ernst & Young LLP

Debtors'
Canadian Gen.
Restructuring
Counsel:         Osler, Hoskin & Harcourt LLP

Debtors'
Claims Agent:    Kurtzman Carson Consultants LLC

Total Assets: $3,400,080,000 as of Aug. 31, 2008

Estimated Debts: $2,323,328,000 as of Aug. 31, 2008

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
HEWLETT-PACKARD US             TRADE             $118,797,964
OPERATIONS
Attn: Jonathan Faullmer
11445 Compaq Center Dr
Houston, TX 77070
Tel: 281-514-9749
Fax: 281-514-1918

   - and -

HEWLETT PACKARD
Attn: Jonathan Faulkner
11445 Compaq Center Dr W
Houston, TX 77070
Tel: 281-514-9749
Fax: 281-514-1918

SAMSUNG ELECTRONICS            TRADE             $115,925,716
AMER INC.
Attn: Joseph McNamara
105 Challenger Road
Ridgefield Park, NJ 07660
Tel: 201-229-4253
Fax: 804-270-0733

   - and -

SAMSUNG OPTO
ELECTRONICS INC
Attn: Joseph McNamara
105 Challenger Road
Ridgefield Park, NJ 0766

   - and -

SAMSUNG ELECTRONICS
AMERICA
Attn: John Alpay
3351 Michelson Drive
Suite 250
Irvine, CA 92612
Tel: 949-975-7173
Fax: 949-975-7174

SONY COMPUTER                  TRADE             $60,009,803
ENTERTAINMENT
Attn: Jim Bass
919 E. Hillsdale Blvd
Foster City, CA 94404
Tel: 650-655-5947
Fax: 650-655-8180

   - and -

SONY
Attn: Tom Detulleo
120 Interstate Pkwy East
Suite 410
Atlanta, GA 30339 120
Tel: 610.280.3899
Fax: Unavailable
E-mail: Tom.DeTulleo@am.sony.com

   - and -

SONY ELECTRONICS INC
Attn: Stan Glasgow President and
     COO
16530 Via Esprillo
San Diego, CA 92127

ZENITH ELECTRONICS CORP        TRADE             $41,162,162
Attn: Paul Ertel
1000 Sylvan Avenue
Englewood Cliffs, NJ 07632
Tel: 201-816-2079
Fax: 201-816-2049

TOSHIBA AMERICA                TRADE             $17,919,395

BUSINESS SOLUTIONS INC
Attn: Renee Solis
2 Musick
Irvine, CA 92618
Tel: 949-462-6423
Fax: 949-462-2508

   - and -

TOSHIBA COMPUTER
SYSTEMSDIV
Attn: Yasuhiko Miuamura
9740 Irvine Blvd
Irvine, CA 92618-1697
9740 Irvine Blvd.
Tel: 973-628-8000
Fax: 949-462-0328

   - and -

TOSHIBA AMERICA
CONSUMER PRODU
Attn: Joe Shedlock
82 Tolowa Road
Wayne, NJ 07470
Tel: 973-628-8000
Fax: 973-628-9269

ALLIANCE ENTERTAINMENT         TRADE             $15,799,754
Attn: Heather Peach
4250 Coral Ridge Drive
Coral Springs, FL 33065
Tel: 800-329-7664 X4303
Fax: 954-255-4380

GARMIN INTERNATIONAL INC       TRADE             $15,444,498
Attn: Kevin Rauckman
1200 East 151st Street
Olathe, KS 66062-3426
Tel: 913-440-1355
Fax: 913-397-8282

OLYMPUS CORPORATION            TRADE             $15,095,651
Attn: Eric Vautrin
3500 Corporate Parkway
Center Valley, PA 18034
Tel: 484-896-3403
Fax: 484-896-7164

NIKONINC NIKONINC              TRADE             $14,926,445
Attn: Pat Preisel
1300 Walt Wltittnan Rd
Melville, NY 11747
Tel: 631-547-4200
Fax: 631-547-0299

PARAMOUNT HOME VIDEO           TRADE             $13,761,444
Attn: Andi Marygold
5555 Melrose Ave
Hollywood, CA 90038
Tel: 323-956-5000
Fax: 323-862-1204

PANASONIC COMPANY              TRADE             $13,283,022
NATIONAL ACCT
Attn: Joseph Labrace
1707 N Randall Road
Elgin, IL 60123
Tel: 847-637-4766
Fax: 847-468-4357

   - and -

PANASONIC NORTH AMERICA
Attn: Joseph Labrace
1707 N Randall Road
Elgin, IL 60123
Tel: 847-637-4766
Fax: 847-468-4357

MITSUBISHI DIGITAL             TRADE             $12,883,892
ELECTRONICS
Attn: Brian Attebeny
9351 Jeronimo Road 9351
Irvine, CA 92618-1904
Tel: 949-465-6150
Fax: 949-465-6155

EASTMAN KODAK CO               TRADE             $11,510,410
Attn: Carol Thomas
3003 Summit Blvd
Suite 1100
Atlanta, GA 30319
Tel: 770-522-2577
Fax: 770-392-2850

LENOVO, INC.                   TRADE             $10,920,887
Attn: Michael O'Neill, Sr. V.P.
and General Counsel
1009 Think Place 1009
Morrisville, NC 27560
Tel: 866-968-4465
Fax: 845-264-6228

WARNER HOME VIDEO              TRADE             $10,738,637
Attn: Mike Skeens
4000 Warner Blvd
Burbank, CA 91522
Tel: 818-954-6000
Fax: 212-954-7667

IBM                            TRADE             $9,354,353
Attn: Suzette Fernandes
International Business Machines
Corporation
Global Technology Services
Route 100
Somers, NY 10589
Tel: 914-241-0279
Fax: 914-766-7204

   - and -

IBM STRATEGIC
OUTSOURCING WIRE
Attn: Suzette Fernandes
International Business Machines
Corporation
Global Technology Services
Route 100
Somers, NY 10589
Tel: 914-241-0279
Fax: 914-766-7204

ONCORP US, INC                 TRADE             $8,470,923
Attn: Legal Department
450 E. 96th Street
Suite 500
Indianapolis, IN 46240
Tel: 317-581-6365
Fax: 317-581-6110

MICROSOFT CORP                 TRADE             $8,088,245
CONSIGNMENT
Attn: Lenka Mensikova
Bellevue CCE/1360
37550 112th Street
Bellevue, WA 98004
Tel: 775-335-4252
Fax: 425-936-7329

   - and -

MICROSOFT XBOX
CONSIGNMENT
Attn: Bob Srnrecansky
Bellevue CCE/1360
37550 112th Street
Bellevue, WA 98004
Tel: 425-260-2874
Fax: 425-936-7329

   - and -

MICROSOFT XBOX
Attn: Pam Powell
6100 Neil Road
Reno, NV 89511
Tel: 775-335-4252
Fax: 425-936-7329

   - and -

MICROSOFT CORP
Attn: Pam Powell
6100 Neil Road
Reno, NV 89511
Tel: 775-335-4252
Fax: 425-936-7329

SHARP ELECTRONICS CORP         TRADE             $7,054,093
Attn: Mario Zinicola
I Sharp Plaza
Mahwah, NJ 07430-2135
Tel: 201-529-8200
Fax: 866-401-1375

VIZIO TRADE $6,951,769
Attn: Ann Tran
39 Tesla
Irvine, CA 92618
Tel: 949-428-2525
Fax: 949-428-2508

LINKSYS TRADE $6,342,319
Attn: Julie Asusia
121 Theory
Irvine, CA 92612
Tel: 949-823-3740
Fax: 949-823-3006

SANDISK CORPORATION            TRADE             $5,920,978
Attn: Ed Lyons
601 McCarthy Blvd
Milpitas, CA 95053
Tel: 408-801-1000
Fax: 408-801-8683

FOX HOME ENTERTAINMENT         TRADE             $5,786,069
Attn: Michele Vedo
2121 Avenue of the Stars
Los Angeles, CA 90067
Tel: 310-369-5498
Fax: 310-369-7425

MONSTER CABLE PRODUCTS         TRADE             $5,452,554
Attn: Anne Casey
455 Valley Drive
Brisbane, CA 94005
Tel: 415-330-3453
Fax: 415-468-9253

   - and -

MONSTERLLC
Attn: Aaron Mellow
455 Valley Drive
Brisbane, CA 94005
Tel: 415-840-2000
Fax: 415-468-9253

   - and -

MONSTER CABLE
Attn: Anne Casey
455 Valley Drive
Brisbane, CA 94005
MONSTER CABLE
Tel: 415-330-3453
Fax: 415-468-9253

FUJI PHOTO FILM USA            TRADE             $4,874,187
Attn: Dennis Fennel
200 Summit Lake Drive
Valhalla, NY 10595-1356
Tel: 914-789-8286
Fax: 914-789-8640

HISENSE USA CORPORATION        TRADE             $4,426,106
Attn: Steven Cohen
105 Satellite Blvd NW
Suite A Suite A
Suwanee, GA 30024
Tel: 678-318-9060
Fax: 678-318-9079

ONKYO USA CORP                 TRADE             $4,266,989
Attn: Matt Attanasio
18 ParkWay
Upper Saddle River, NJ 07458
Tel: 201-785-2600
Fax: 201-785-2650

BETHESDA SOFTWORKS             TRADE             $3,870,734
Attn: Jill Bralove
1370 Piccard Dr
Suite 120
Rockville, MD 20850
Tel: 301-926-8300
Fax: 301-926-8010

BUENA VISTA HOME VIDEO         TRADE             $3,739,930
Attn: Lizette Bradley
500 South Buena Vista Street
Burbank, CA 91521
Tel: 818-567-5864
Fax: 818-567-6065

COLUMBIA TRISTAR HOME          TRADE             $3,729,702
Attn: Michael Schillo
10202 W. Washington Blvd.
Culver City, CA 90232
Tel: 310-244-8596
Fax: 310-244-2626

AUDIOVOX                       TRADE             $3,592,806
Attn: Loriann Shelton
150 Marcus Blvd 150
Hauppauge, NY 11788
Tel: 631-436-6563
Fax: 631-434-3995

KLIPSCH AUDIO                  TRADE             $3,569,854
TECHNOLOGIES LLC
Attn: John Hooks
3502 Woodview Trace 3502
Suite 200
Indianapolis, IN 46268
Tel: 317-860-8100
Fax: 317-860-9100

GRAPHIC COMMUNICATIONS         TRADE             $3,462,238
Attn: Andres Toro
2540 Plantation Center Dr
Matthews, NC 28105
Tel: 704-904-9768
Fax: 330-650-8999

DLINK SYSTEMS                  TRADE             $3,155,142
Attn: Sheena Lewis-Walczyk
17595 Mount Hermann St
Fountain, CA 92708-4160
Tel: 714-885-6000
Fax: 866-743-4638

INCOMM                         TRADE             $3,104,531
Attn: Mahafriu Mehta
250 William St. M-100
Atlanta, GA 30303
Tel: 770-240-6100
Fax: 404-601-1002

LEXMARK INTERNATIONAL          TRADE             $2,967,613
INC
Attn: Russ Booker
740 W. New Circle Rd.
Lexington, KY 40550
Tel: 800-232-2000
Fax: 859-232-2403

NAVARRE CONSIGNMENT            TRADE             $2,560,319
Attn: Pat Young
7400 49th Ave N
New Hope, MN 55428
Tel: 763-535-8333
Fax: 763-533-2156

   - and -

NAVARRE CORPORATION
Attn: Pat Young
7400 49th Ave N
New Hope, MN 55428
Tel: 763-535-8333
Fax: 763-533-2156

   - and -

NAVARRE DISTRIBUTION
Attn: Pat Young
7400 49th Avenue N
NW-8510, PO Box 1450
New Hope, MN 55428

   - and -

NAVARRE CONSIGNMENT
SYMANTEC
Attn: Pat Young
7400 49th Ave N
New Hope, MN 55428
Tel: 763-535-8333
Fax: 763-533-2156

LEXAR MEDIA INC                TRADE             $2,433,849
Attn: Corryn Oakland
3475 E. Conunercial Ct.
Meridian, ID 83642
Tel: 208-363-5751
Fax: 208-363-5620

APEX DIGITAL INC               TRADE             $2,352,283
Attn: Jim Fitzgerald
15831 E Valley Blvd
City of Industry, CA 91761
Tel: 909-348-5438
Fax: 909-923-9676

OMNIMOUNT SYSTEMS INC          TRADE             $2,327,571
Attn: Kristin Jacobs
8201 S. 48th Street
Phoenix, AZ 85044
Tel: 480-829-8000
Fax: 602-296-0797

PIONEER ELECTRONICS            TRADE             $2,298,164
SERVICE
Attn: Oscar Rolan
2265 E 220th St 2265
Long Beach, CA 90810
Tel: 310-952-2216
Fax: 310-952-2199

   - and -

PIONEER ELECTRONICS
(USA) INC
Attn: Oscar Rola
2265 E 220th St
Long Beach, CA 90810
Tel: 310-952-2216
Fax: 310-952-2199

STILLWATER DESIGNS INC         TRADE             $2,274,743
Attn: Kim Wright
5021 N. Perkins Road
Stillwater, OK 74076
Tel: 405-624-8510 X22I
Fax: 405-372-3272

KENSINGTON                     TRADE             $2,141,615
Attn: Jeff Smith
333 Twin Dolphin Drive
6th Floor
Redwood Shores, CA 94065
Tel: 650-267-2655
Fax: 650-267-2800

THQINC                         TRADE             $2,051,626
Attn: Roy Degrolier
29903 Agoura Road
Agoura Hills, CA 91301
Tel: 818-871-5000
Fax: 818-871-7400

   - and -

VALUESOFT A DIVISION OF
THQ TRADE
Attn: Julianne Turk
3650 Chestuut St N THQ
Suite l01A
Chaska, MN 55318
Tel: 952-442-7000
Fax: 952-442-7001

VTECH COMMUNICATIONS           TRADE             $1,862,546
INC
Attn: Susao Spicer
9590 SW Gemini Drive
Suite 120
Beaverton, OR 97008
Tel: 503-596-1221
Fax: 503-469-0818

  - and -

VTECH ELECTRONICS
Attn: Susan Spicer
9590 SW Gemini Drive
Suite 120
Beavertou, OR 97008
Tel: 503-596-1221
Fax: 503-469-0818

BELKIN LOGISTICS INC           TRADE             $1,754,552
Attn: Joe Caponetto
501 West Walnut Street
Compton, CA 90220
Tel: 847-637-4766
Fax: 310-604-4771

SIMPLETECH                     TRADE             $1,727,378
Attn: Alan Docherty
1830 East Warner Ave
Santa Ana, CA 92705
Tel: 949-477-7729
Fax: 949-476-3029

KINGSTON TECHNOLOGIES          TRADE             $1,652,180
Attn: David Kuan
17600 Newhope St
Fountain Valley, CA 92708
Tel: 714-427-3759
Fax: 714-427-3578

ADVERTISING.COM                                  $1,556,384
Attn: Mark Faila
24143 Network PI 24143
Chicago,IL 60673-1241
Tel: 312-416-4000
Fax: 312-419-2910

MITAC USA INC                                    $1,527,031
Attn: Sarah Chang
47988 Fremont Blvd
Fremont, CA 94538
Tel: 510-252-6900
Fax: 510-252-6930

                      About Circuit City

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

                        *     *     *

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


COMFORCE CORP: September 28 Balance Sheet Upside-Down by $5.4MM
---------------------------------------------------------------
COMFORCE Corporation's balance sheet at Sept. 28, 2008, showed
total assets of $192.9 million and total liabilities of
$198.3 million, resulting in stockholders' deficit of about
$5.4 million.

COMFORCE reported results for its third quarter ended Sept. 28,
2008.  Revenues for the quarter were $149.4 million compared to
revenues of $150.7 million for the third quarter of 2007.  PRO
Unlimited(R), the company's Human Capital Management segment,
revenues increased $3.8 million, or 4.0%.

COMFORCE reported operating income of $4.0 million for the
quarter, compared to $4.2 million for the same quarter last year.

Interest expense was $963,000 for the third quarter of 2008,
compared to $1.9 million for the third quarter of 2007. This
decrease was principally due to the repurchase and redemption of
$22.9 million of 12% Senior Notes since the beginning of 2007,
including the redemption of $5.2 million principal amount of
Senior Notes in August 2008.

Other expense, net, for the third quarter of 2008 of $445,000
principally consists of losses on foreign currency exchanges, as
compared to other income, net, for the third quarter of 2007 of
$363,000, principally consisting of gains on foreign currency
exchanges.

The company recorded income before income taxes of $2.4 million
for the third quarter, compared to income before income taxes of
$2.7 million for the comparable quarter last year.

COMFORCE recognized a provision for income taxes of $1.1 million
in the third quarter of 2008, compared to $874,000 in the third
quarter of 2007.

Net income for the third quarter was $1.3 million compared to net
income of $1.8 million for the same quarter last year.

                         Nine Month Results

COMFORCE reported revenues of $452.4 million for the first nine
months of 2008, compared to revenues of $442.0 million for the
first nine months of 2007.  The company's revenues for the first
nine months of this year continued to be impacted by the
performance of PRO Unlimited, where revenues rose $16.0 million
over the first nine months of 2007.

COMFORCE reported income before income taxes of $7.1 million for
the first nine months of 2008, compared to income before income
taxes of $6.1 million for the first nine months of 2007.  The
company recognized a tax provision of $3.2 million for the first
nine months of 2008, compared to a tax provision of $2.3 million
for the first nine months of 2007.

COMFORCE reported net income of $3.9 million for the first nine
months of 2008 compared to a net income of $3.8 million for the
first nine months of 2007.

                    About Comforce Corp.

Headquartered in Woodbury, New York, Comforce Corporation (AMEX:
CFS) -- http://www.Comforce.com/-- is a provider of outsourced
staffing management services that enable Fortune 1000 companies
and other large employers to consolidate, automate and manage
staffing, compliance and oversight processes for their contingent
workforces.  The company also provides specialty staffing,
consulting and other outsourcing services to Fortune 1000
companies and other large employers for their healthcare support,
technical and engineering, information technology,
telecommunications and other staffing needs.

The company operates in three segments -- Human Capital Management
Services, Staff Augmentation and Financial Outsourcing Services.
The Human Capital Management Services segment provides consulting
services for managing the contingent workforce through its PRO(R)
Unlimited subsidiary.  The Staff Augmentation segment provides
healthcare support services, including RightSourcing(R) Vendor
Management Services, Technical, Information Technology and Other
Staffing Services.  The Financial Outsourcing Services segment
provides funding and back office support services to independent
consulting and staffing companies.


CONNOR CLARK: S&P Withdraws D Rating on Preferred Shares
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Connor,
Clark, & Lunn ROC Pref Corp.'s preferred shares to 'D' and removed
them from CreditWatch with negative implications, where they were
placed Sept. 25, 2008.  The rating action is in response to the
issuer's press release indicating that it was suspending the
dividend on the issue of preferred shares.

In addition, at the request of the issuer, Standard & Poor's has
withdrawn the ratings on the preferred shares.

                         Ratings List

       Ratings Lowered And Removed From CreditWatch Negative
               Connor, Clark & Lunn ROC Pref Corp.

                          To         From
                          --         ----
Preferred shares
----------------
Global scale             D          BBB+/Watch Neg
Canada scale             D          P-2(High)/Watch Neg

                      Ratings Withdrawn
               Connor, Clark & Lunn ROC Pref Corp.

                          To         From
                          --         ----
Preferred shares
----------------
Global scale             NR         D
Canada scale             NR         D


CONVERGYS CORP: S&P Cuts $250 Million Sr. Notes'  Rating to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Cincinnati-based Convergys Corp., including the corporate credit
rating to 'BB+' from 'BBB-'.  S&P is also lowering the issue
rating on the company's $250 million senior notes due 2009 to 'BB'
and assigning them a '5' recovery rating.  The '5' recovery rating
indicates expectations of modest (10%-30%) recovery in the event
of a payment default.  The outlook is negative.

At the same time, S&P removed all ratings from CreditWatch, where
they were placed on Sept. 2, 2008, following the company's
announcement that it was considering a potential separation of its
information management business into a separate entity.
Outstanding debt as of the third quarter of 2008 totaled
$664 million.

"The downgrade reflects a fundamental decline in S&P's view of
Convergys' businesses and a weaker liquidity profile," said
Standard & Poor's credit analyst Naveen Sarma.  This is driven by
the shift in the IM business away from a longer term contract-
based model to a more volatile software license model and revised
expectations that a turnaround in the HR management business is
unlikely over the intermediate term.  "We believe that given the
significant challenges facing all three business segments and the
uncertainties surrounding timing of a recovery, the business risk
profile no longer warrants being investment grade," added Mr.
Sarma.


CPORTS 2006-4: Moody's Junks $25 Million Note Rating From 'Aa2'
---------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by CPORTS 2006-4 Segregated Portfolio:

Class Description: $25,000,000 Class B Floating Rate Notes (CPORTS
2006-4) Due 2018

  -- Prior Rating: Aa2
  -- Prior Rating Date: Dec. 22, 2006
  -- Current Rating: Caa2

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on
Sept. 15, 2008, Washington Mutual Inc., which was seized by
federal regulators on Sept. 25, 2008 and subsequently virtually
all of its assets were sold to JPMorgan Chase, Fannie Mae and
Freddie Mac, which were placed into the conservatorship of the
U.S. government on Sept. 8, 2008, Landsbanki Islands hf and
Glitnir Banki hf, for each of which a receivership committee was
appointed on Oct.r 7, 2008 and Kaupthing Bank hf, for which a
receivership committee was appointed on Oct. 8, 2008.


CREDIT AND REPACKED: Moody's Cuts Rating on $30 Mil. Notes to Ba2
-----------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Credit and Repacked Securities Limited 2005-3:

Class Description: $30,000,000 Tranche Notes due Dec. 20, 2010

  -- Prior Rating: Ba1
  -- Prior Rating Date: April 9, 2008
  -- Current Rating: Ba2

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to
Washington Mutual Inc., which was seized by federal regulators on
Sept. 25, 2008 and subsequently virtually all of its assets were
sold to JPMorgan Chase.


DBSI INC: Case Summary & 50 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: DBSI Inc.
        1550 S. Tech Lane
        Meridian, ID 83642

Bankruptcy Case No.: 08-12687

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
DBSI South 75 Center LeaseCo LLC                   08-12688
DBSI 14001 Weston Parkway LeaseCo LLC              08-12689
DBSI CP Ironwood LeaseCo LLC                       08-12690
DBSI Lake Ellenor LeaseCo LLC                      08-12691
DBSI 12 South Place LeaseCo LLC                    08-12692
DBSI 13000 Weston Parkway LeaseCo LLC              08-12693
DBSI 2001A Funding Corporation                     08-12694
DBSI 2001B Funding Corporation                     08-12695
DBSI 2001C Funding Corporation                     08-12696
DBSI 2005 Secured Notes Corporation                08-12697
DBSI 2006 Secured Notes Corporation                08-12698
DBSI 2008 Notes Corporation                        08-12699
DBSI 2nd Street Quad LeaseCo LLC                   08-12700
DBSI 700 Locust LeaseCo LLC                        08-12701
DBSI Abbotts Bridge LeaseCo LLC                    08-12702
DBSI Allison Pointe LeaseCo LLC                    08-12703
DBSI Amarillo Apartments LeaseCo LLC               08-12704
DBSI Anna Plaza LeaseCo LLC                        08-12705
DBSI Arlington Town Square LeaseCo LLC             08-12706
DBSI Arrowhead LeaseCo LLC                         08-12707
DBSI Avenues North Center LeaseCo LLC              08-12708
DBSI Bandera Trails LeaseCo LLC                    08-12709
DBSI Battlefield Station LeaseCo LLC               08-12710
DBSI Belton Town Center LeaseCo LLC                08-12711
DBSI Breckinridge LeaseCo LLC                      08-12712
DBSI Brendan Way LeaseCo LLC                       08-12713
DBSI Brookfield Pelham LeaseCo LLC                 08-12714
DBSI Cambridge Place LeaseCo LLC                   08-12715
DBSI Carolina Commons LeaseCo LLC                  08-12716
DBSI Cedar East and Cypress LeaseCo LLC            08-12717
DBSI Clear Creek Square LeaseCo LLC                08-12718
DBSI Corporate Woods LeaseCo LLC                   08-12719
DBSI CP Clearwater LeaseCo LLC                     08-12720
DBSI Cranberry LeaseCo LLC                         08-12721
DBSI Cross Pointe LeaseCo LLC                      08-12722
DBSI Crosstown Woods LeaseCo LLC                   08-12723
DBSI Daniel Burnham LeaseCo LLC                    08-12724
DBSI Decatur LeaseCo LLC                           08-12725
DBSI Eagle Landing LeaseCo LLC                     08-12726
DBSI Embassy Tower LeaseCo LLC                     08-12727
DBSI Executive Dr LeaseCo LLC                      08-12728
DBSI Executive Park LeaseCo LLC                    08-12729
DBSI Fairlane Green LeaseCo LLC                    08-12730
DBSI Fairway LeaseCo LLC                           08-12731
DBSI Florissant Market Place LeaseCo LLC           08-12732
DBSI Gadd Crossing LeaseCo LLC                     08-12733
DBSI Ghent Road LeaseCo LLC                        08-12734
DBSI Grant Street Portfolio LeaseCo LLC            08-12735
DBSI Green Street Commons Leaseco LLC              08-12736
DBSI Guaranteed Capital Corporation                08-12737
DBSI Hampton LeaseCo LLC                           08-12738
DBSI Hickory Plaza LeaseCo LLC                     08-12739
DBSI Highlands & Southcreek LeaseCo LLC            08-12740
DBSI Houston Levee Galleria Leaseco LLC            08-12741
DBSI Kemper Pointe LeaseCo LLC                     08-12742
DBSI Kenwood Center LeaseCo LLC                    08-12743
DBSI Keystone Commerce LeaseCo LLC                 08-12744
DBSI Lake Natoma LeaseCo LLC                       08-12745
DBSI Lamar LeaseCo LLC                             08-12746
DBSI Landmark Towers Leaseco LLC                   08-12747
DBSI Lifestyle Center LeaseCo LLC                  08-12748
DBSI Lincoln Park 10 LeaseCo LLC                   08-12749
DBSI Mansell Forest LeaseCo LLC                    08-12750
DBSI Mansell Place LeaseCo LLC                     08-12751
DBSI Master Leaseco, Inc.                          08-12752
DBSI Meadow Chase Apartments LeaseCo LLC           08-12753
DBSI Megan Crossing LeaseCo LLC                    08-12754
DBSI Metropolitan Square LeaseCo LLC               08-12755
DBSI Missouri LeaseCo LLC                          08-12756
DBSI Network LeaseCo LLC                           08-12757
DBSI North Logan Retail Center LeaeCo LLC          08-12758
DBSI North Park LeaseCo LLC                        08-12759
DBSI North Stafford LeaseCo LLC                    08-12760
DBSI Northlite Commons II LeaseCo LLC              08-12761
DBSI Northpark Ridgeland LeaseCo LLC               08-12762
DBSI Northridge LeaseCo LLC                        08-12763
DBSI Oakwood Plaza LeaseCo LLC                     08-12764
DBSI Old National Town Center LeaseCo LLC          08-12765
DBSI One Executive Center LeaseCo LLC              08-12766
DBSI One Hanover LeaseCo LLC                       08-12767
DBSI Park Creek-Gainesville LeaseCo LLC            08-12768
DBSI Parkway III LeaseCo LLC                       08-12769
DBSI Peachtree Corners Pavilion LeaseCo LLC        08-12770
DBSI Phoenix Peak LeaseCo LLC                      08-12771
DBSI Pinehurst Square East LeaseCo LLC             08-12772
DBSI Pinehurst Square West LeaseCo LLC             08-12773
DBSI Plano Tech Center LeaseCo LLC                 08-12774
DBSI Portofino Tech Center LeaseCo LLC             08-12775
DBSI Properties Inc.                               08-12776
DBSI Real Estate Funding Corporation               08-12777
DBSI Realty Inc.                                   08-12778
DBSI Road 68 Retail Center LeaseCo LLC             08-12779
DBSI Sam Houston Tech Center LeaseCo LLC           08-12780
DBSI Sapphire Pointe LeaseCo LLC                   08-12781
DBSI Securities Corporation                        08-12782
DBSI Sherwood Plaza LeaseCo LLC                    08-12783
DBSI Shoppes at Misty Meadows LeaseCo LLC          08-12784
DBSI Shoppes at Trammel LeaseCo LLC                08-12785
DBSI Signature Place LeaseCo LLC                   08-12786
DBSI Silver Lakes Leaseco LLC                      08-12787
DBSI Southport Pavilion LeaseCo LLC                08-12788
DBSI Spalding Triangle LeaseCo LLC                 08-12789
DBSI Spring Valley Road LeaseCo LLC                08-12790
DBSI Springville Corner Leasco LLC                 08-12791
DBSI ST Tower LeaseCo LLC                          08-12792
DBSI St. Andrews Place LeaseCo LLC                 08-12793
DBSI Stone Glen Village LeaseCo LLC                08-12794
DBSI Stony Brook South LeaseCo LLC                 08-12795
DBSI Streetside at Towne Lake LeaseCo LLC          08-12796
DBSI Topsham Fair Mall LeaseCo LLC                 08-12797
DBSI Torrey Chase LeaseCo LLC                      08-12798
DBSI Treasure Valley Business Center LeaseCo LLC   08-12799
DBSI Trinity Ridge Business Center LeaseCo LLC     08-12800
DBSI University Park LeaseCo LLC                   08-12801
DBSI Vantage Drive LeaseCo LLC                     08-12802
DBSI Watkins LeaseCo LLC                           08-12803
DBSI West Oaks Square LeaseCo LLC                  08-12804
DBSI Wilson Estates LeaseCo LLC                    08-12805
DBSI Winchester Office LeaseCo LLC                 08-12806
DBSI Windcom Court LeaseCo LLC                     08-12807
DBSI Wisdom Pointe LeaseCo LLC                     08-12808
DBSI Woodlands Medical Office LeaseCo LLC          08-12809
DBSI Woodside Center LeaseCo LLC                   08-12810
DCJ Inc.                                           08-12811
DBSI Draper LeaseCo LLC                            08-12812
FOR 1031 LLC                                       08-12813
Spectrus Real Estate Inc.                          08-12814
DBSI Academy Park Loop LeaseCo LLC                 08-12815
DBSI Copperfield Timbercreek LeaseCo LLC           08-12816
DBSI Corporate Center II LeaseCo LLC               08-12817
DBSI Executive Plaza LeaseCo LLC                   08-12818
DBSI Northgate LeaseCo LLC                         08-12819
DBSI Two Notch Rd. LeaseCo LLC                     08-12820
DBSI Asset Management LLC                          08-12821
DBSI 2006 Land Opportunity Fund LLC                08-12822
DBSI Shoppes at Trammel LLC                        08-12823
DBSI 2007 Land Improvement & Development Fund LLC  08-12824
DBSI 2008 Land Option Fund LLC                     08-12825
DBSI Alma/121 Office Commons LLC                   08-12826
DBSI Cottonwood Plaza Development LLC              08-12827
DBSI Draper Technology 21 LLC                      08-12828
DBSI Escala LLC                                    08-12829
DBSI Short-Term Development Fund LLC               08-12830
DBSI Telecom Office LLC                            08-12831
DBSI Discovery Real Estate Services LLC            08-12834

Chapter 11 Petition Date: November 10, 2008

Type of Business: The Debtors operate a real estate company.
                  See: http://www.dbsi.com

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: James L. Patton, Esq.
                  bankfilings@ycst.com
                  Joseph M. Barry, Esq.
                  bankfilings@ycst.com
                  Michael R. Nestor, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor LLP
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6684
                       (302) 571-6600
                       (302) 571-1253
                  http://www.ycst.com

Notice Claims and Balloting Agent Claims: Kurztman Carson
                                          Consultants LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million


The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Ellen Kwiatkowski-             investment        $26,743,328
Schwinge
402 Kilarney Pass
Mundeleim, IL 60060

Michael Kanoff                 investment        $18,696,689
3500 Flamingo Drive
Miami Beach, Fl 33140

Harold Rubin                   investment        $17,854,893
100 North Street
Teterboro, NJ 07608

Bill Ramsey                    investment        $15,500,000
PO Box 690
Salinas, CA 93902

Frederick Nicholas             investment        $14,250,863
3844 Culver Center Street
Suite B
Culver City, CA 90232

Peter Evans                    investment        $7,317,633
17046 Marina Bay Drive
Huntington Beach, CA 92649

Jeffrey Johnston               investment        $7,200,000
1751 Wst. Citracado Pkwy.
Clubhouse
Escondido, CA 92029

Yim Chow                       investment        $7,200,000
702 Los Pinos Avenue
Milpitas, CA 95035

Phyllis Chu                    investment        $6,191,068
3020 Gough Street
San Francisco, CA 94123

Elizabeth Noonan               investment        $5,395,000
316 Chapin Lane
Burlingame, CA 94010

John Roeder                    investment        $5,375,848
PO Box 23490
San Jose, CA 95153

Jim Nicholas                   investment        $5,325,000
385 Hilcrest Road
Englewood, NJ 07632

Robert Markstein               investment        $5,220,000
696 San Ramon Valley
Boulevard, #347
Danville, CA 94526

Robert Angelo                  investment        $4,542,500
33316 S.E. 34th Street
Washougal, WA 98671

Henry Vara                     investment        $4,509,982
16960 Bohlman Road
Saratoga, CA 95070

Alan Destefani                 investment        $4,500,000
PO Box 20968
Bakersfield, CA 93390

Kevin Pascoe                   investment        $4,476,000
9400 Etchart Road
Bakersfield, CA 93314

Martha Walker                  investment        $4,324,349
863 S. Bates Street
Birmingham, AL 48009

Tina Bernard                   investment        $4,277,596
19336 Collier Street
Tarzana, CA 91356

Paul Wendland                  investment        $4,208,999
1034 N. Datepalm Drive
Gilbert, AZ 85234

William Marvel                 investment        $3,579,289
492 Escondido Circle
Grand Junction, CO 81503

James Fritts                   investment        $3,424,900
309 W. Washington Street
Charlestown, WV 25414

Joan Kresse                    investment        $3,410,909
5100 Figueroa Mountain Road
Los Olivios, CA 93441

John Baklayan                  investment        $3,400,000
16105 Whitecap Land
Huntington Beach, CA 92649

Robert Rifkin                  investment        $3,360,000
697 Red Arrow Trail
Palm Desert, CA 92211

Gerard Keller                  investment        $3,200,783
12-161 Saint Andrews Drive
Ranco Mirage, CA 92270

Kristi Wells                   investment        $3,120,000
2860 Old Quarry Road
West Point, IA 92656

Michael Cooper                 investment        $3,000,000
6465 S. 3000 E, Suite
Salt Lake City, UT 84121

Gladys Esponda                 investment        $3,000,000
PO Box 609
Buffalo, NY 82834

Arthur Hossenlopp              investment        $3,000,000
228 18th Street
Ft. Madison, IA 52627

Richard Newman                 investment        $3,000,000
13679 Orchard Gate Road
Poway, CA 92064

Bernard Posner                 investment        $3,000,000
6222 Primrose Avenue
Los Angeles, CA 90068

Kent Schroeder                 investment        $3,000,000
5697 McIntyre Street
Golden, CO 80403

Bernard Ineichen               investment        $2,900,000
650 South Avenue, B122
Yuma, Arizona 85346

Alan Sacks                     investment        $2,900,000
5 Horizon Road, #1407
Fort Lee, NJ 07024

Joseph Stokley                 investment        $2,843,461
PO Box 1231
Bethel Island, CA 94511

JoAnn Picket                   investment        $2,800,000
3769 E. 125th Drive
Thornton, CO 80241

Bill Hall                      investment       $2,740,593
PO Box 16172
Lubbock, TX 79490

Max Buchmann                   investment       $2,716,186
14464 Rand Rail Drive
El Cajon, CA 92021

Brian Schuck                   investment       $2,701,027
700 Maldonado
Pensacola Beach, Fl 32561

James Jensen                   investment       $2,616,648
2125 Cypress Point
Discovery Bay, CA 94505

Robert Etzel                   investment       $2,600,000
2623 Avenue H.
Ft. Madison, IA 52627

Theodore Mintz                 investment       $2,554,458
751 Georgia Trail
Lincolnton, NC 28092

Joyce Jongsma                  investment       $2,540,000
2012 E. Burrville
Crete, IL 60417

Kent Wright                    investment       $2,488,694
2115 Marwood Circle
Salt Lake City, UT 84124

James Veugler                  investment       $2,442,397
c/o Georgia Veugler
Material Recovery Corp.
820 E. Terra Cotta Ave.
Unit 116
Crystal Lake, IL 60014

Virgil Gentzler                investment       $2,427,301
2707 Bressi Ranch Way
Carlsbad, CA 92009

Karen Hughes                   investment       $2,417,886
1050 The Old Drive
Pebble Drive, CA 93953

Robert Goldberg                investment       $2,407,915
PO Box 8807
Boise, ID 83707


DHL EXPRESS: Losses Could Lead to Up to 13,000 Layoffs
------------------------------------------------------
Deutsche Post AG is expected to lay off between 12,000 and 13,000
workers at its U.S. express mail and logistics unit, DHL Express,
Joachim Sondermann at The Associated Press reports, citing a
person familiar with the matter.

Corey Dade, Alex Roth, and Mike Esterl at The Wall Street Journal
relate that the layoffs is likely to be announced during Deutsche
Post's third-quarter earnings release.

According to The AP, the job cuts are part of a wider plan to
curtail operations in the U.S., including ground deliveries.  The
express unit has about 18,000 workers, says The AP.

The AP states that Deutsche Post said earlier this year that due
to competition, increasing fuel prices, and other factors, the DHL
operations could lose about EUR1.3 billion by year-end.

Deutsche Post's CEO Frank Appel disclosed in May 2008 a
restructuring of the company's U.S. operations, which have posted
recurrent losses, The AP relates.

The AP reports that since DHL purchased Airborne Inc. in 2003 for
$1.05 billion, it has sustained billions of dollars in losses.

Citing a source, The AP relates that Deutsche Post's U.S.
logistics unit, which employs some 25,000 people, wouldn't be
affected.  WSJ states that DHL would also keep its freight-
forwarding operation in the U.S., continue to handle international
deliveries in the U.S., and maintain its own operations in major
metropolitan areas.  According to WSJ, DHL is also expected to
follow through on an agreement with UPS, under which DHL would
outsource the airlift of its domestic U.S. delivery business to
UPS.

WSJ reports that DHL's domestic business, in which it was
competing to transport packages within the U.S., would be largely
shuttered.

DHL seems destined to leave the U.S. market and "eventually DHL
will beat a full-scale retreat," WSJ states, citing Avondale
Partners analyst Donald Broughton.

                          About DHL Express

Plantation, Florida-based DHL Express (USA) -- http://www.dhl-
usa.com -- is the U.S. arm of express delivery giant DHL, which is
a subsidiary of Germany's Deutsche Post.  The operations of DHL
Express (USA) are coordinated with those of other DHL express
delivery units; overall, DHL serves some 120,000 locations in more
than 225 countries and territories worldwide.  Besides its express
delivery operations, DHL offers supply chain management and
freight forwarding services.


FANNIE MAE: Posts $29.0 Billion Third Quarter 2008 Net Loss
-----------------------------------------------------------
Fannie Mae reported a loss of $29.0 billion, or ($13.00) per
diluted share, in the third quarter of 2008, compared with a
second quarter 2008 loss of $2.3 billion, or ($2.54) per diluted
share.  Third-quarter results were driven primarily by a $21.4
billion non-cash charge to establish a valuation allowance against
deferred tax assets, as the companyll as
$9.2 billion in credit-related expenses arising from the ongoing
deterioration in mortgage credit conditions and declining home
prices.  The company on Sept.  6, 2008, began operating under the
conservatorship of the Federal Housing Finance Agency (FHFA).


          SUMMARY OF THIRD-QUARTER FINANCIAL RESULTS

(dollars in  Q3 2008   Q2 2008   Variance   Q3 2007 (1)Variance
millions)

Net
interest
income     $   2,355  $  2,057  $     298  $  1,058  $   1,297

Guaranty
fee
income         1,475     1,608       (133)    1,232        243

Trust
management
income            65        75        (10)      146        (81)

Fee and
other income     164       225        (61)      217        (53)

Net revenues   4,059     3,965         94     2,653      1,406

Fair value
gains
(losses),
net           (3,947)      517     (4,464)   (2,082)    (1,865)

Investment
losses, net   (1,624)     (883)      (741)     (159)    (1,465)

Losses from
partnership
investments     (587)     (195)      (392)     (147)      (440)
                                       (2)
Losses on
certain
guaranty
contracts          -         -          -      (294)       294

Credit-related
expenses      (9,241)   (5,349)    (3,892)   (1,200)    (8,041)

Administrative
expenses        (401)     (512)       111      (660)       259

Other non-
interest
expenses        (147)     (286)       139       (95)       (52)
Net losses
and
expenses     (15,947)   (6,708)    (9,239)   (4,637)   (11,310)

Loss before
federal income
taxes and
extraordinary
losses       (11,888)   (2,743)    (9,145)   (1,984)    (9,904)

Provision
(benefit)
for federal
income
taxes         17,011      (476)    17,487      (582)    17,593

Extraordinary
gains (losses),
net of tax
effect           (95)      (33)       (62)        3        (98)

Net loss   $ (28,994) $ (2,300) $ (26,694) $ (1,399) $ (27,595)

Diluted loss
per common
share       $ (13.00)  $  (2.54) $ (10.46)  $  (1.56) $ (11.44)

(1) Certain amounts have been reclassified to conform to the
    current presentation.

(2) Amounts reflect a change in valuation methodology in
    conjunction with the adoption of SFAS 157 on Jan.  1, 2008.

Net revenue rose 2.4 percent to $4.1 billion in the third quarter
from $4.0 billion in the second quarter:

     -- Net interest income was $2.4 billion, up 14.5 percent
        from $2.1 billion in the second quarter, driven by the
        reduction in short-term borrowing rates, which reduced
        the average cost of the company's debt.

     -- Guaranty fee income was $1.5 billion, down 8.3 percent
        from $1.6 billion in the second quarter, driven
        primarily by fair value losses on certain guaranty
        assets.

The valuation allowance against deferred tax assets, which
the company established by taking a non-cash charge, totaled
$21.4 billion.  The allowance was the driver of the
$17.0 billion third-quarter provision for federal income taxes.

Credit-related expenses, which are the total provision for credit
losses plus foreclosed property expense, were
$9.2 billion in the third quarter, compared with $5.3 billion in
the second quarter.   The increase was driven by higher charge-
offs in the company's mortgage credit book of business, as the
well as a $6.7 billion addition to the combined loss reserves to
cover the company's current estimate of losses in the company's
book of business that will be recorded as charge-offs in future
periods.  Combined loss reserves stood at
$15.6 billion on Sept.  30, 2008, up from $8.9 billion at the end
of the second quarter.  The combined loss reserves on Sept.  30
were 53 basis points of the company's guaranty book of business
compared with 31 basis points on June 30.  The company has
substantially increased the company's combined loss reserves to
cover losses the company believe will be recorded over time in
charge-offs.

Net fair-value losses were $3.9 billion in the third quarter,
compared with $517 million of fair-value gains in the second
quarter.  The primary drivers were $2.9 billion in trading
securities losses arising from a significant widening of credit
spreads, and $3.3 billion in derivatives losses driven by interest
rate declines, partially offset by gains on hedged mortgage
assets.

Net investment losses were $1.6 billion in the quarter, compared
with losses of $883 million in the second quarter.   The third-
quarter loss was driven by other-than-temporary impairments of
$1.8 billion recorded primarily on private-label securities backed
by Alt-A and subprime mortgages, and reflected a reduction in
expected cash flows for a portion of the company's private-label
securities portfolio.  Net investment losses also included $293
million of gains on the sale of available-for-sale securities.

Nonperforming loans were $63.6 billion, or 2.2 percent of the
company's total guaranty book of business, on Sept. 30, compared
with $46.1 billion, or 1.6 percent, as of June 30.  The company's
total nonperforming assets, which consist of nonperforming loans
together with the company's inventory of foreclosed properties,
were $71.0 billion, or 2.4 percent of the company's total guaranty
book of business and foreclosed properties, compared with
nonperforming assets of
$52.0 billion, or 1.8 percent, on June 30. Single-family
foreclosure rate, reflecting the number of single-family
properties acquired through foreclosure as a percentage of the
total number of loans in the company's conventional single-family
mortgage credit book of business, was 0.40 percent for the nine
months ended Sept. 30 and was 0.16 percent for the third quarter
of 2008, compared with 0.13 percent for the second quarter.  The
company's inventory of single-family foreclosed properties was
67,519 on September 30, compared with 54,173 as of June 30, and
33,729 as of Dec. 31, 2007.  Loss per share increased from ($2.54)
in the second quarter to ($13.00) in the third quarter.  The per-
share figure takes into account the dilutive effect of the common
stock warrant issued to the U.S.  Treasury.  Weighted-average
common shares outstanding in the third quarter on a basic and
fully diluted basis were approximately 2,262,000,000.  Further
information about the company's credit performance, the
characteristics of the company's mortgage credit book of business,
the drivers of the company's credit losses, and other measures is
contained in the "2008 Q3 10-Q Credit Supplement" on Fannie Mae's
the Web site, www.fanniemae.com.

Net Worth

The company's net worth, which equals the company's assets less
the company's liabilities, was $9.4 billion on September 30,
compared with $41.4 billion on June 30.  Net worth is
substantially the same as stockholders' equity except that net
worth also includes minority interests that third parties own in
the company's consolidated subsidiaries.  the company's
stockholders' equity on September 30 was $9.3 billion.
Deferred Tax Assets: The primary driver of the company's decrease
in capital was a $21.4 billion non-cash charge
to establish a valuation allowance against the company's deferred
tax assets, as noted above.  Deferred tax assets arise when the
company expect future tax benefits to result from tax credits, and
from differences between the company's financial statement
carrying amounts and the company's tax bases for the company's
assets and liabilities.

The valuation allowance was the result of management's conclusion
that, as of Sept. 30, 2008, it was more likely than not that the
company would not generate taxable income in future periods
sufficient to realize the full value of these assets.  The
company's conclusion was based on the company's consideration of
the relative weight of the available evidence, including the rapid
deterioration of market conditions, the uncertainty of future
market conditions on the company's results of operations and
significant uncertainty surrounding the company's future business
model as a result of the placement of the company into
conservatorship by the Director of FHFA.  This charge reduced the
company's net deferred tax assets to $4.6 billion as of Sept. 30,
2008, from $20.6 billion as of June 30, 2008.  The remaining
deferred tax assets could be subject to an additional valuation
allowance in the future.
Regulatory Capital Requirements: FHFA announced on Oct. 9, 2008,
that the company's existing statutory and FHFA-directed regulatory
capital requirements will not be binding during the
conservatorship.  Under a senior preferred stock purchase
agreement with Treasury, Treasury has agreed to provide up to $100
billion cash, in exchange for increases to the liquidation
preference of its senior preferred stock, necessary to ensure
that the company's net worth, or the company's total assets minus
the company's total liabilities, remains positive.

If current trends in the housing and financial markets continue or
worsen, and the company has a significant net loss in
the fourth quarter of 2008, the company may have a negative net
worth as of Dec. 31, 2008.  If this were to occur, the company
would be required to obtain funding from Treasury pursuant to its
commitment under the senior preferred stock purchase agreement in
order to avoid a mandatory trigger of receivership under current
statute.

Fair Value Update

Fannie Mae also reported a significant decrease in the non-GAAP
estimated fair value of its net assets, from a positive
$35.8 billion on Dec. 31, 2007, to a negative ($46.4 billion) on
Sept. 30, 2008.

The main drivers the were:

     -- A decrease due to the non-cash charge of $21.4 billion
        recorded during the third quarter of 2008 in the
        company's condensed consolidated results of operations
        to establish a partial deferred tax asset valuation
        allowance and an additional decrease of approximately
        $19.5 billion related to the deferred taxes associated
        with the fair value adjustments on the company's assets
        and liabilities, excluding the company's available-for-
        sale mortgage securities.

     -- A decrease of approximately $36.6 billion, net of
        related tax, in the fair value of the company's net
        guaranty assets, reflecting the significant increase in
        the fair value of the company's guaranty obligations
        attributable to an increase in expected credit losses
        as well as an increase in risk premium due to the
        company's current guaranty fee pricing.

     -- A decrease in the fair value of the net portfolio for
        the company's Capital Markets business, largely
        attributable to the significant widening of mortgage-
        to-debt option-adjusted spreads during the first nine
        months of 2008.

             THIRD-QUARTER BUSINESS SEGMENT REVIEW

Fannie Mae conducts its activities through three complementary
business segments: Single-Family Credit Guaranty, Housing and
Community Development, and Capital Markets.  The company's Single-
Family Credit Guaranty business works with the company's lender
customers to securitize single-family mortgage loans
into Fannie Mae mortgage-backed securities (MBS) and to facilitate
the purchase of single-family mortgage loans for the company's
mortgage portfolio.  Housing and Community Development (HCD) works
with the company's lender customers to securitize multifamily
mortgage loans into Fannie Mae MBS and to facilitate the purchase
of multifamily mortgage loans for the company's mortgage
portfolio.  The company's HCD business also makes debt and equity
investments to increase the supply of affordable housing.  The
company's Capital Markets group
manages the company's investment activity in mortgage loans,
mortgage-related securities and other investments, the company's
debt financing activity, and the company's liquidity and capital
positions.

Each business unit experienced an increase in its book of business
in the third quarter as the company's new business acquisitions
continued to outpace liquidations.  The company's mortgage credit
book of business increased to $3.1 trillion on Sept. 30, from $3.0
trillion on June 30 and from $2.9 trillion as of Dec. 31, 2007.
New business acquisitions -- Fannie Mae MBS acquired by others and
the company's mortgage portfolio
purchases -- declined in the third quarter to $126.9 billion from
$199.1 billion in the second quarter.  The decline in new business
acquisitions reflected changes in the company's pricing and
eligibility standards, which reduced the company's acquisition of
higher-risk loans; changes in the eligibility standards of
mortgage insurance companies, which further reduced the company's
acquisition of loans with higher loan-to-value ratios; and lower
levels of mortgage origination activity.

Single-Family Guaranty book of business grew by 1.3 percent during
the third quarter to $2.8 trillion.  Single-family guaranty fee
income in the third quarter was $1.7 billion, down from $1.8
billion in the second quarter.  Fannie Mae's market share of new
single-family mortgage-related securities issued
decreased to an estimated 42 percent for the third quarter,
compared with 45 percent for the second quarter.  Single-family
lost $14.2 billion in the quarter, driven in part by a 73 percent
increase in credit-related expenses from the previous quarter to
$9.2 billion, as noted above, and by a provision for federal
income taxes driven by the deferred tax asset valuation allowance.
Pre-tax, the segment lost $7.7 billion.

Housing and Community Development's multifamily guaranty book of
business grew by 4.2 percent in the third quarter to
$169.8 billion, compared with $163.0 billion as of June 30.  The
segment's guaranty fee income in the third quarter was
$161 million, up from $134 million in the second quarter.
Multifamily credit-related expenses were $26 million in the third
quarter, compared with $10 million in the second
quarter.  The segment lost $2.6 billion in the quarter, driven
largely by the provision for federal income taxes related to the
deferred tax asset valuation allowance.  Pre-tax, the segment lost
$574 million.

Capital Markets' net interest income in the third quarter was $2.3
billion, up from $2.0 billion in the second quarter.  The mortgage
investment portfolio balance rose to $744.7 billion as of Sept.
30, compared with $737.5 billion as of June 30.  The increase
resulted from purchases of $45.4 billion, liquidations of $21.2
billion, and sales of $13.0 billion.  Lower short-term interest
rates were the primary driver of an increase in net interest yield
on average interest-earning assets during the quarter, which in
turn drove a significant increase in net interest income.  The
increase in net interest income was offset by investment and fair-
value losses, and an $8.4 billion provision for federal income
taxes related to the deferred tax asset valuation allowance.
Capital Markets lost $12.2 billion in the quarter.  Pre-tax, the
segment lost $3.6 billion.

Conservatorship

On Sept. 7, 2008, Henry M.  Paulson, Jr., Secretary of Treasury,
and James B.  Lockhart III, Director of FHFA, announced several
actions taken by Treasury and FHFA regarding Fannie Mae.  Mr.
Lockhart stated that they took these actions "to help restore
confidence in Fannie Mae and Freddie Mac, enhance their capacity
to fulfill their mission, and mitigate the systemic risk that has
contributed directly to the
instability in the current market."

                     Fannie Mae Redemption

On Nov. 7, 2008, Fannie Mae said it will redeem the principal
amounts indicated for securities issues at a redemption price
equal to 100 percent of the principal amount redeemed, plus
accrued interest thereon to the date of redemption:

Principal  Security Interest  Maturity  CUSIP     Redemption
Amount        Type  Rate      Date                 Date
$250,000,000  MTN 5.500%  Nov. 17, 2016 31359MZ97 Nov. 17, 2008
$55,000,000   MTN 4.000%  Aug. 18, 2010 3136F9ZK2 Nov. 18, 2008
$45,000,000   MTN 4.000%  Nov. 18, 2010 3136F9ZR7 Nov. 18, 2008
$25,000,000   MTN 4.030%  Feb. 18, 2011 3136F9ZT3 Nov. 18, 2008
$25,000,000   MTN 5.000%  Aug. 19, 2013 3136F9ZH9 Nov. 19, 2008
$25,000,000   MTN 5.250%  Aug. 19, 2013 3136F9B51 Nov. 19, 2008
$10,000,000   MTN 5.375%  Aug. 19, 2013 3136F9B77 Nov. 19, 2008

                         About Fannie Mae

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

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

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

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


DILLARD'S INC: S&P Pares Corporate Credit Rating to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered the ratings on Little
Rock, Arkansas-based department store operator Dillard's Inc.,
including its corporate credit rating to 'B+' from 'BB-'.  The
outlook is stable.

"The rating change reflects S&P's belief that the company will be
more challenged than previously expected by the current weak
economic environment in the U.S.," said Standard & Poor's credit
analyst Diane Shand, "and that credit metrics will deteriorate
more than S&P had originally projected as a result of a deepening
spending pull-back by consumers."


DPK INVESTMENT: Files Chapter 11 Plan and Disclosure Statement
--------------------------------------------------------------
DPK Investment Group LLC delivered to the United States Bankruptcy
Court for the Northern District of Georgia a Chapter 11 plan and
a disclosure statement explaining the plan, Bloomberg News
reports.

A hearing is set for Dec. 10, 2008, to consider approval of the
company's disclosure statement, the reports says.

According to Bloomberg, the plan contemplates the sale of the
company's project.  Secured creditors will be paid in full within
a year with 5% interest while unsecured creditor will get the
remaining amount under the plan, the report notes.

The report relates the company has $17 million in secured debt.

The plan came after a secured creditor asked the court for
authority to foreclose, Bloomberg says.  The creditor argued that
it has not received any payments from the company since it filed
for bankruptcy, the report says.

Headquartered in Atlanta, Georgia, PDK Investment Group LLC
develops real estates property.  The company filed for Chapter 11
protection Aug. 5, 2008 (Bankr. N.D. Ga. Case No. 08-75143).  M.
Denise Dotson, Esq., at Jones & Walden LLC represents the Debtor
in its restructuring efforts.  No Official Committee of Unsecured
Creditor has bee appointed in the case at present.  When the
Debtor filed for protection from its creditors, it listed assets
and debts between $10 million and $50 million each.


FORD MOTOR: Moody's Junks CFR and PDR; Outlook Negative
-------------------------------------------------------
Moody's Investors Service lowered the debt ratings of Ford Motor
Company, Corporate Family and Probability of Default Ratings to
Caa1 from B3.  The company's Speculative Grade Liquidity rating
remains at SGL-3 and the rating outlook is negative.  In a related
action Moody's also lowered the long-term rating of Ford Motor
Credit Company to B3 from B2.  The outlook for Ford Credit is
negative.

The downgrade of Ford's ratings reflects Moody's expectation that
the severity and duration of the erosion in the US automotive
sector will limit the company's ability to stem its pace of
operating cash consumption.  Declining consumer confidence, a
depressed housing market, and contracting availability of credit
to fund retail purchases of vehicles are likely to result in
annual light vehicle shipments of under 12.5 million units during
2009, down from a seasonally adjusted annual level of 14 million
units through September 2008, and more that 16 million units
during 2007.  Moreover, Moody's remains concerned that the ongoing
fragility in the overall economy and financial markets could
contribute to annual shipments materially below 12.5 million units
during 2009.

Bruce Clark, senior vice president with Moody's said, "There will
be a considerable degree of downside risk in the US auto sector
through 2009.  The problem is that despite Ford's building its
plan on reasonably conservative expectations for US shipments,
things could easily be worse than the company plans."  Clark went
on to note that, "This ongoing downside risk and volatility
surrounding automotive demand could further constrain the company
liquidity profile, and is a major contributor to the Caa1 rating
and negative outlook."

Beyond the challenges in the US market, Ford will also have to
contend with softening demand in other markets, particularly
Europe which contributed $1.6 billion in pre-tax profits for the
twelve month through September 2008.  Recently, the pace of
decline in European markets has accelerated, and could contribute
to further erosion of Ford's earnings and cash flow.

Moody's also noted that Ford's key credit metrics are all solidly
consistent with the Caa rating category.  For the twelve months
through September 2008 operating cash flow was a negative
$13.5 billion, which included a significant cash outflow related
to working capital.  Moreover, EBIT was negative and consequently
did not cover interest expense, and the ratio of balance sheet
debt to reported EBITDA exceeded 6 times.  Moody's believes that
even if Ford were to receive some assistance in the form of
government loans, these and other fundamental credit metrics would
remain reflective of a Caa rating.

Mr. Clark said that, "Government loans could certainly bolster
Ford's liquidity position."  This would provide the company with
more time to shift its US portfolio toward smaller vehicles and
position it to take advantage of the saving that will occur in
2010 when the UAW is scheduled to take responsibility for retiree
health care obligations.  He noted, however, that "Even with the
benefit that might come from such loans, and with US demand in the
12 to 13 million unit range during 2009, Ford's overall credit
profile and metrics would likely remain fairly stressed well into
2010."

Ford's SGL-3 Speculative Grade Liquidity rating recognizes the
adequacy of the company's current $29.6 billion liquidity position
(consisting of $18.9 billion of cash and $10.7 billion in
committed credit facilities) to cover expected requirements
through 2009.  However, the margin of the company's liquidity
resources over liquidity requirements has narrowed significantly
through 2008 as a result of its sizable rate of cash burn.
Moody's ascribes a high likelihood of success to certain elements
of the company's initiatives to bolster its liquidity position and
takes them into consideration in its view that Ford's liquidity
position will be adequate through 2009.  Other elements,
particularly in the operating area, may be more difficult to
achieve and are given less significant consideration in Moody's
current liquidity assessment.

Ford Credit's downgrade is based on the downgrade of Ford, given
the business and ownership ties between the two firms.  As Ford's
sales have declined due to consumer demand shifts and economic
weakness, Ford Credit has witnessed volume declines and challenges
to asset quality.  Ford Credit is also contending with significant
contractions in the debt capital markets and higher costs of
funding.  Moody's expects Ford Credit's future earnings and
margins will erode as a result of these factors.  However, Moody's
believes Ford Credit has sufficient cash resources to support
near-term operating and debt repayment requirements, when
considering the firm's cash balances, operating cash flow, and
cash generated by expected further declines in earning asset
levels.  Moody's expects Ford Credit's leverage profile to remain
adequately positioned.

The one-notch difference between the Ford Credit and Ford ratings
reflects Moody's view that lenders to Ford Credit would likely
experience lower loss severity in default than would the creditors
of Ford.  The negative outlook is based upon continuing operating
uncertainties in the auto sector.
The rating actions include:

                         Downgrades

Issuer: Ford Capital B.V.
  -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
     range of Caa2, LGD4, 65% from a range of Caa1, LGD4, 62%

  -- Senior Unsecured Shelf, Downgraded to a range of (P)Caa2,
     LGD4, 65% from a range of (P)Caa1, LGD4, 62%

Issuer: Ford Holdings, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
     range of Caa2, LGD4, 65% from a range of Caa1, LGD4, 62%

  -- Senior Unsecured Shelf, Downgraded to a range of (P)Caa2,
     LGD4, 65% from a range of (P)Caa1, LGD4, 62%

Issuer: Ford Motor Company

  -- Issuer Rating, Downgraded to Caa2 from Caa1

  -- Probability of Default Rating, Downgraded to Caa1 from B3

  -- Corporate Family Rating, Downgraded to Caa1 from B3

  -- Senior Secured Bank Credit Facility, Downgraded to a range
     of B1, LGD2, 15% from a range of Ba3, LGD2, 19%

  -- Senior Unsecured Bond/Debenture and IRB's, Downgraded to a
     range of Caa2, LGD4, 65% from a range of Caa1, LGD4, 62%

  -- Senior Unsecured Shelf, Downgraded to a range of (P)Caa2,
     LGD4, 65% from a range of (P)Caa1, LGD4, 62%

Issuer: Ford Motor Company Capital Trust II

  -- Preferred Stock Preferred Stock, Downgraded to a range of
     Caa3, LGD6, 94% from a range of Caa2, LGD6, 93%

Issuer: Ford Motor Company Capital Trust III

  -- Preferred Stock Shelf, Downgraded to a range of (P)Caa3,
     LGD6, 94% from a range of (P)Caa2, LGD6, 93%

Issuer: Ford Motor Company Capital Trust IV

  -- Preferred Stock Shelf, Downgraded to a range of (P)Caa3,
     LGD6, 94% from a range of (P)Caa2, LGD6, 93%

Issuer: Ford Motor Credit LLC:

  -- Senior unsecured: to B3 from B2, Subordinate shelf: to
     (P)Caa2 from (P)Caa1

Issuer: FCE Bank Plc:

  -- Senior unsecured: to B3 from B2

Issuer: Ford Credit Australia Ltd.:

  -- Backed senior unsecured: to B3 from B2

Issuer: Ford Credit Canada Limited:

  -- Backed senior unsecured: to B3 from B2

Issuer: Ford Motor Credit Co. of New Zealand Ltd.:

  -- Backed senior unsecured: to B3 from B2

Issuer: Ford Credit Capital Trusts I, II, and III:

  -- Backed preferred shelf: to (P)Caa2 from (P)Caa1

                         Confirmations

Issuer: Ford Motor Company

  -- Speculative Grade Liquidity Rating, Confirmed at SGL-3

The last rating action was on Oct. 27, 2008, when the ratings of
Ford Motor Company were placed under review for possible
downgrade.

Ford Motor Company, headquartered in Dearborn, Michigan, is a
leading global automotive manufacturer.


FORD MOTOR: S&P Retains Negative Watch Listing on Weak Earnings
---------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Ford Motor
Co. and Ford Motor Credit Co., including the 'B-' corporate credit
ratings, remain on CreditWatch with negative implications
following Ford's report of very weak third-quarter financial
results.  The ratings were placed on CreditWatch on Oct. 9,
reflecting S&P's concern that deteriorating automotive markets in
the U.S. and other major markets would lead to accelerating cash
losses.

Ford reported a massive $7.7 billion cash outflow from automotive
operations in the third quarter, bringing to $12.3 billion the
cumulative cash used in the first nine months of 2008.  S&P
expects cash outflows to remain high in the fourth quarter, given
that U.S. industry demand continued to deteriorate in October; the
seasonally adjusted annual selling rate hit a 25-year low of 10.6
million units.

"Ford's liquidity is still adequate for now, but S&P remain
concerned about the company's ability to maintain sufficient
liquidity through 2009, given the magnitude of its cash outflows,"
said Standard & Poor's credit analyst Robert Schulz.  The
company's liquidity position includes a secured revolving credit
facility that was undrawn as of the end of the third quarter and
had about $10.7 billion available for borrowing.  S&P does not
believe there are any covenants that would prevent Ford from
drawing the facility in full.

S&P expects to resolve the CreditWatch within the next two weeks.
The focus of S&P's review is the company's ability to maintain
adequate liquidity through 2009 in light of the magnitude of its
cash use.  In resolving the CreditWatch, S&P will not await or
predict the outcome of current discussions in Washington, D.C.,
about potentially enlarging U.S. government-related financing for
Ford and the other Michigan-based automakers, unless Ford confirms
specific information on the timing and magnitude of any funding.


FREEDOM FUELS: Case Summary & 20 Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Freedom Fuels, LLC
        4172 19th St. SW
        Mason City, IA 50401

Bankruptcy Case No.: 08-02468

Chapter 11 Petition Date: November 6, 2008

Type of Business: The Debtor operate a biodiesel facility.

Court: Northern District of Iowa (Mason City)

Judge: William L. Edmonds

Debtor's Counsel: Jeffrey D. Goetz, Esq.
                  goetz.jeffrey@bradshawlaw.com
                  Bradshaw, Flowler, Proctor & Fairgrave PC
                  801 Grand Avenue, Suite 3700
                  Des Moines, IA 50309-8004
                  Tel: (515) 246-5817
                  Fax: (515) 246-5808

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
FGDI                           feedstock         $1,132,298
PO Box 4887
Des Moines, IA 50306-4887
Tel: (800) 843-5745

Univar USA Inc.                chemicals         $97,427
3002 F. Street
Omaha, NE 68107-1599
Tel: (800) 843-5745

Core Ventures Renewable Fuel   fees              $7,500
1633 Eustis St.
Saint Paul, MN 55108
Tel: (651) 645-0451

Perkin Elmer                   repair            $6,944

Reagant Chemical & Research    chemicals         $4,524

Iowa, Chicago & Eastern        transportation    $4,350

Huber Supply                   laboratory        $3,599

United Rentals                 rental            $1,336

Mid-States Supply Co.          supplies          $1,186

Waste Management of            waste hauling     $784
Northern Iowa

US Energy Services             fees              $550

Endress & Hauser               supplies          $526

Diamond Vogel                  supplies          $416

Johnson Sanitary Products      supplies          $279

Draco Mechanical Supply        supplies          $223

Office Elements                supplies          $211

Determan Electric              repair            $208

Consolidated Energy Co.        fuel              $199

United Parcel Service          shipping          $184

Aramark                        supplies          $176


GENERAL MOTORS: Expanding Cash Losses Cue S&P's 'CCC+' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  The outlook is
negative.

Earlier , S&P also lowered the issuer credit ratings on GMAC LLC
(CCC/Negative/C), the auto and real estate finance company owned
49% by GM and 51% by an investment consortium led by Cerberus FIM
Investors LLC, and on GMAC's Residential Capital LLC mortgage unit
(CCC-/Negative/C).

The downgrade reflects expanding cash losses in GM's operations
caused by sharply lower U.S. and now European light-vehicle sales
and the recent dramatic shift in demand away from large pickup
trucks and SUVs in the U.S.  S&P expects cash outflows to quickly
reduce the company's liquidity during the next few quarters,
perhaps to levels that would force GM to consider a financial
restructuring, even if it does not file for bankruptcy.

"We now believe GM will use much more cash this year than S&P's
previous estimate of as much as $16 billion in its global
automotive operations," said Standard & Poor's credit analyst
Robert Schulz.  This will include cash restructuring costs and
costs related to bankrupt former unit Delphi Corp.  This cash use
may continue unabated in the early part of 2009, even as the
company continues to aggressively slash costs and conserve cash.
GM's cash balances as of Sept. 30, 2008, were $16.2 billion; the
company has stated that it needs $11 billion to $14 billion to
operate.

GM's situation has become increasingly dire in light of the
weakening global economic outlook and the state of the capital
markets, leaving its ability to reduce its cash use through
internal actions highly dependent on factors beyond its direct
control.  There has been periodic speculation that GM or another
of the Michigan-based automakers might eventually seek to
reorganize under Chapter 11 bankruptcy protection.  S&P believes
the most likely trigger for a financial restructuring or
bankruptcy filing continues to be cash reserves falling to
dangerously low levels.

GM may ultimately receive loans or other financial support from
the U.S. government, but GM said it is no longer exploring a
merger with Chrysler LLC (CCC+/Negative/--).  Although S&P expects
federal assistance to arrive early in 2009, or perhaps sooner, in
connection with a $25 billion government loan program, the form,
timing and magnitude of this and any further assistance are
difficult to predict.  It is important to stress that S&P would
likely view such assistance as buying more time for GM rather than
as a solution to its fundamental business risks, including
deteriorating global demand.  Likewise, S&P would not view any
resumption of talks involving GM and Chrysler--or any other
automaker--even in combination with government support, as a
panacea for these companies' credit concerns.

In any event, S&P's most fundamental and serious concerns
regarding GM remain unchanged: the pressures on liquidity facing
both GM and its finance affiliate GMAC during the rest of this
year and 2009, caused by the rapidly weakening state of most
automotive markets globally, and continued turmoil in the credit
markets.

S&P expects U.S. light-vehicle sales of 13.7 million units or less
this year, the lowest in 15 years and down sharply from 16.1
million units in 2007.  S&P also expects sales to fall further in
2009, to about 13 million units or less, as the economy remains
weak and housing prices and consumers' access to credit remain
under pressure.  The outlook for other major auto markets,
including Europe, has suddenly turned much bleaker in the past few
months as economic woes have dampened automotive demand beyond the
U.S.

The ratings reflect the possibility that the multiple problems the
company faces in stemming cash outflows will eventually overwhelm
its cash and liquidity during 2009.  Items that GM can address
over time, such as its overcapacity, labor costs, and product
lineup, will not, in S&P's view, be sufficient to produce any
meaningful reduction in its cash use in the immediate future.
S&P's concern is that the company may not have the liquidity to
endure the economic downturn and realize these benefits.

S&P still views the four-year labor contract reached in late 2007
with the United Auto Workers union as a substantial long-term
positive for GM's turnaround efforts in North America.  However,
under the current agreement, the large retiree health care and
other cost savings from the contract will not begin to accrue
until 2010.

Liquidity is thin, and S&P expects it to be significantly reduced
this year and next by continued heavy cash outflows.  Cash and
short-term investments at the parent totaled $16.2 billion at
Sept. 30, 2008.  GM has borrowed all of its $4.48 billion secured
revolving credit facility that expires in 2011.

GM's debt maturities will be moderate but will use precious
liquidity during the next few years.  But as part of its plan to
conserve cash, GM has deferred certain cash payments to a
temporary asset account established to fund a UAW retiree health
care trust starting in 2010, substituting a 9% note due that year.
As a result, GM faces a potential $7 billion in payments to the
UAW trust in early 2010, although the UAW has been flexible in
accommodating GM's recent moves to bolster its liquidity and may
be open to further modifications to the payments.

S&P believes the company has significant unencumbered assets that
could be used to support additional borrowing, but because capital
market conditions remain very difficult, especially for automotive
companies, S&P is cautious about GM's ability to raise any capital
at this time.

GM's worldwide pension plans were overfunded at the end of 2007.
S&P believe that in 2008, additional obligations from
restructuring and challenging investment conditions could turn
this to an underfunded position on a global basis.  The company
disclosed  that its U.S. hourly plan, which was overfunded by
$11.8 billion at the end of 2007, was underfunded by about $500
million as of Sept. 30, 2008.

The negative outlook reflects S&P's view that cash losses in 2008
and early 2009 could easily cause GM's liquidity to sink below
necessary levels, even if management's cash-saving actions or
capital-raising activities are partly successful.

S&P could lower the ratings further if S&P came to believe that
cash balances would drop significantly below $14 billion.  This
could ccur even with higher levels of sales than S&P has seen in
recent months.  S&P could also lower the rating if GMAC cannot
continue to fund even its recently reduced levels of auto loan
originations.

S&P would evaluate the effect of any specific announcements
regarding federal funding as it materializes.  S&P expects some
form of federal assistance to arrive early in 2009, or perhaps
sooner, in connection with a $25 billion government loan program,
but the form, timing, and magnitude of this and any further
assistance are difficult to predict.  S&P stresses that S&P would
likely view such assistance as buying more time for GM rather than
solving its fundamental business risks.

                       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.


GENERAL MOTORS: Stock Drops After Deutsche's $0 Share Forecast
----------------------------------------------------------------
Agence France-Presse reports that General Motors Corp.'s shares
dropped more than 30% on Monday, after Deutsche Bank forecast that
their price would fall to zero, but recovered slightly by the end
of trading to 3.36 per share, down 23%.  Jennifer Hoyt at The Wall
Street Journal states that GM's shares Monday dropped on
increasing concerns the company will use up its cash in the next
few months and that any government bailout won't be beneficial to
shareholders.  Barclays Capital values GM shares at $1 and cut its
rating on GM to "underweight" from "equalweight", saying the
company will probably burn through its existing cash by February
2009, WSj says.

According to AFP, CEO Richard Wagoner said on Monday that the firm
must line up a federal aid package before president-elect Barack
Obama takes office in January 2009.

Citing Shareholder Value Management's chief investment officer
Jeff Embersits, WSJ states that the potential government bailout
may cause foreign auto makers to ask their governments for similar
aid and when this occurs, it will wash out the benefits of any aid
to GM.

WSJ quoted Barclays Capital analysts as saying, "While further
government assistance would decrease the likelihood of a GM
bankruptcy, we believe any government assistance would likely
significantly dilute GM's equity."

Mr. Wagoner said that GM can offer the government preferred stock,
speed the introduction of fuel-efficient vehicles, and set limits
on executive compensation in exchange for financial aid, AFP
relates.

WSJ reports that Deutsche Bank analysts cut their rating on the GM
stock to "sell" from "hold," and said that the company might not
be able to fund its operations beyond December 2008.  According to
the report, the analysts said that even with government help, GM's
future is "bankruptcy-like" and shareholders are unlikely to get
anything.

AFP quoted Deutsche Bank as saying, "While we believe that GM's
secured creditors may get a par recovery, unsecured creditors may
get very low recovery."

AFP states that Democratic members in the U.S. Congress on
Saturday asked that the funds contained in a $700 billion federal
rescue plan for the financial sector to be diverted to the auto
industry.  Mr. Obama's chief of staff urged swift action on Sunday
to rescue the auto industry, according to AFP.

                    More Planned Layoffs

Brent Snavely at Free Press reports that GM said in a notice that
it will lay off about 650 workers at its Lake Orion assembly plant
on Jan. 23, 2008, and 52 salaried employees who are not
represented by a union, due to lower sales of the Malibu and
Pontiac G6.

GM also said in a filing with the Securities and Exchange
Commission that it will lay off 1,900 workers at parts stamping,
engine, and transmission factories in North America.  The job cuts
are in addition to 3,600 factory layoffs that GM disclosed on
Friday, The Associated Press relates, citing GM spokesperson Tony
Sapienza.  According to Free Press, Mr. Sapienza said that the
Lake Orion plant was one of 10 affected by the plan to lay off
3,600.

Local UAW 5960 chairperson Mike Dunn said that it is possible that
the layoffs will be significantly less than 650 employees, Free
Press states.

               GM Cuts Healthcare for Retirees

Emily Brandon said in a blog entry in Usnews.com that GM wants to
eliminate retiree healthcare coverage for 100,000 white-collar
retirees at year-end, but former factory workers have union
contracts that prevent the firm from revoking coverage.

The New York Times reports that to help retirees pay for their new
coverage, GM is raising monthly pension payments by $300.


                       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.


GENERAL MOTORS: Poor Liquidity Cues Fitch's Negative Watch Posting
------------------------------------------------------------------
Fitch Ratings placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of $16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.

GM remains dependent on the capacity and willingness of its
suppliers to continue extending trade credit, as the company does
not have sufficient resources to finance ongoing operations in the
event that trade credit is curtailed.  Over the intermediate term,
GM's expanded debt load and debt service costs, when combined with
significantly reduced earnings capacity, indicate that material
improvement in the balance sheet is unlikely absent a
restructuring of the balance sheet.  This could eventually take
place through a distressed debt exchange.

Fitch believes that direct federal aid is highly likely to be
forthcoming, although the amount, timing, structure and term
remain uncertain.  Without material federal assistance in the
short term, Fitch would review the rating for a potential
downgrade to 'CC', which indicates that default is probable.
Given the extended cash drains expected through at least 2009 and
the need for balance sheet restructuring, provision of federal
assistance may not preclude a downgrade to 'CC'.

Deteriorating macroeconomic conditions and the effects of the
credit crisis continue to ratchet down retail sales volumes and to
expand negative cash flows. Restructuring costs, other one-off
items, and working capital outflows have exacerbated operating
losses, factors that will continue to hamper any recovery in the
near term.  The rationing of retail financing highlights the
tremendous capital advantage held by transplant manufacturers,
further impairing near-term volume and pricing potential.

In addition, Fitch placed these on Rating Watch Negative:

     -- Senior secured at 'B/RR1';
     -- Senior unsecured at 'CCC-/RR5'.

General Motors of Canada Ltd.

    -- Long term IDR 'CCC';
    -- Senior unsecured at 'CCC-/RR5'.


                       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.


GMAC LLC: Third Quarter Results Cue S&P's Junk Rating
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on GMAC LLC to 'CCC' from 'B-'.  At the
same time, S&P lowered S&P's long-term counterparty credit rating
on GMAC's subsidiary, Residential Capital LLC, to 'CCC-' from
'CCC+'.  The ratings on GMAC were removed from CreditWatch
Negative where they were placed Oct. 9, 2008.  The outlooks for
GMAC and Residential Capital LLC are negative.

"The ratings actions follow the companies' third-quarter earnings
release that indicates continued intense financial stress at both
entities," said Standard & Poor's credit analyst John K. Bartko,
C.P.A.  GMAC's consolidated $2.5 billion loss for the quarter was
driven largely by Residential Capital LLC's loss ($1.9 billion).
GMAC, absent Residential Capital LLC, continues to be pressured in
its core auto finance business by elevated provisioning and
overall weak economic conditions.  Additionally, as demand for car
and truck products wanes, so have residual values.  This has led
to additional lease impairments.  Furthermore, Residential Capital
LLC represents a significant economic burden for GMAC.  S&P does
not anticipate the financial pressure at Residential Capital LLC
dissipating in the intermediate term.  Therefore, a strategic
solution appears the only option within this time frame.

In the mortgage business, losses have placed Residential Capital
LLC perilously close to its tangible net-worth covenant limit with
a $100 million cushion (the calculation of which excludes GMAC
Bank).  As indicated in the quarterly disclosure, Residential
Capital LLC's status as a going concern is in "substantial doubt"
absent economic support from GMAC.  Deleveraging is now less of an
option as asset sales result in losses that threaten the tangible
net worth covenant, and broader economic and housing-related
trends are not currently accommodative.  Compounding this issue
are  dearth of revenue opportunities and the negative impact of
foreign currency exposures.  The company is now examining other
options for reducing risk and enhancing capital.

GMAC is considering various options, including applying for status
as a bank holding company, a potential debt exchange, and
accessing federal liquidity programs where possible.  It is
unclear as to the likelihood of achieving any of these
alternatives, or if any of them would lead to financial stability
for GMAC or Residential Capital LLC.

The negative outlooks on GMAC and Residential Capital LLC reflect
the dire situation for both entities.  Aside from fundamental
concerns, if GMAC employs a debt exchange that S&P deems to be a
distressed exchange, S&P would lower S&P's rating on GMAC to 'SD'.
Residential Capital LLC's status as an ongoing concern as
explicitly acknowledged in GMAC's earnings presentation is highly
contingent on support from GMAC.


GMAC LLC: Unit Protected From ResCap's Possible Bankruptcy
----------------------------------------------------------
Aparajita Saha-Bubna at The Wall Street Journal reports that GMAC
Financial Services could be protected from the effects of its
Residential Capital LLC mortgage-lending unit's possible
bankruptcy filing.

According to WSJ, that agreement between GMAC and ResCap was put
in place in 2005 to protect ResCap from GMAC.  GMAC restructured
ResCap's business model in 2005 to establish the mortgage lender
as a distinct entity.  ResCap, at that time, was profitable.  WSJ
says that the agreement was aimed at protecting ResCap from
declining credit ratings at General Motors and GMAC so that
ResCap's access to cheap funding wouldn't be restricted.  The
agreement, states the report, would also protect ResCap and GMAC
from any bankruptcy filing by the other.  GMAC could cut itself
loose from ResCap in the event of a bankruptcy filing, the report
says.

WSJ relates that ResCap posted a $1.9 billion third-quarter loss,
which made up the bulk of GMAC's $2.52 billion loss for the
period. ResCap's common equity decined 60% to $2.3 billion in the
third quarter 2008, from the third quarter 2007.  "Absent economic
support from GMAC, substantial doubt exists regarding ResCap's
ability to continue as a going concern," the report quoted GMAC as
saying.

GMAC, WSJ reports, could incur losses on the funds it already put
into ResCap, including:

     -- the $2.8 billion GMAC injected into ResCap in 2007;

     -- the $970 million GMAC injected into ResCap through the
        first half of 2008;

     -- the $4.7 billion GMAC lent to ResCap, including a
        $3.5 billion credit line that was exhausted by the end
        of the second quarter.

According to WSJ, the restructuring of ResCap insulates
industrial-loan corporation GMAC Bank, ensuring the bank's access
to the cheap funding that is important to its financial health.
WSJ relates that industrial-loan corporations supervised by the
Federal Deposit Insurance Corp. offer commercial firms the ability
to own banks without being regulated by a federal banking agency.
"GMAC Bank is unaffected by challenges at ResCap and remains well
capitalized," the report quoted GMAC spokesperson Gina Proia as
saying.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.


HAROLD'S STORES: Files for Chapter 11 Protection
------------------------------------------------
Maria Halkias at The Dallas Morning News reports that Harold's
Stores Inc. filed for Chapter 11 protection bankruptcy in the U.S.
Bankruptcy Court in Oklahoma City on Friday.

The Dallas Morning relates that Harold's Stores closed its
Highland Park Village unit earlier this year and moved to Inwood
Village.

According to The Dallas Morning, Harold's Stores' CEO Ron
Staffieri said that the company started a liquidation sale on Nov.
7, 2008, at its 43 stores in 19 states.  The report says that
Gordon Brothers was hired to supervise the going-out-of-business
sale.

The Dallas Morning states that Harold's Stores received in
September 2008 a $1.8 million loan from Ronus Inc. -- a private
investment firm controlled by Saks Inc.'s vice chairperson Ronald
de Waal, who is also a major shareholder who has lent Harold's
Stores several million dollars in recent years, The Dallas Morning
reports.

The new loan and collateral liens, according to The Dallas
Morning, are subordinated to the rights of Harold's Stores' bank,
Wells Fargo.

Citing Mr. Staffieri, The Dallas Morning relates that Harold's
Stores is again negotiating with Wells Fargo for financing needs
during the bankruptcy.

Mr. Staffieri, according to The Dallas Morning, told workers that
Harold's Stores might keep a few stores open, but the firm is
proceeding toward liquidation.  The report says that merchandise
buyers were let go earlier last week.

The Dallas Morning reports that Mr. Staffieri expects the final
sale to take three to four months, saying that stores had been
receiving inventory and are fully stocked for the holiday season.

                       About Harold's Stores

Based in Dallas, Texas, Harold's Stores Inc. (OTC BB: HLDI) --
http://www.harolds.com/-- operates 43 upscale ladies'
and men's specialty stores in 20 states.  The company's Houston
locations are known as "Harold Powell."

                           *     *     *

At Oct. 28, 2006, the company's balance sheet showed a
stockholders' deficit of $25,426,000, compared to a deficit of
$17,083,000 at Jan. 28, 2006.


HAROLD'S STORE: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Harold's Stores, Inc.
        5919 Maple
        Dallas, TX 75235

Bankruptcy Case No.: 08-15027

Chapter 11 Petition Date: November 7, 2008

Type of Business: The Debtor sells fashion apparels.
                  See: http://www.harolds.com

Court: Western District of Oklahoma (Oklahoma City)

Judge: T.M. Weaver

Debtor's Counsel: Cherish Ralls, Esq.
                  cherish.ralls@crowedunlevy.com
                  Judy Hamilton Morse, Esq.
                  judy.morse@crowedunlevy.com
                  Regan Strickland Beatty, Esq.
                  beattyr@crowedunlevy.com
                  William H. Hoch, Esq.
                  hochw@crowedunlevy.com
                  Crowe & Dunlevy
                  20 N. Broadway
                  1800 Mid-America Tower
                  Oklahoma City, OK 73102
                  Tel: (405) 239-5411
                  Fax: (405) 239-6651

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
DZ Trading Ltd.                                  $848,271
4959 Palo Verde St.
Suite 100C
Montclair, CA 91763

Quad/Graphics Inc.                               $340,254
75 Remittance Dr., #6400
Chicago, IL 60675-6400

Cole-Haan Footwear                               $233,023
PO Box 6007
Boston, MA 02114-0059

Bacon Construction Co.                           $229,469

United Parcel Service                            $192,537

Smart Apparel Service                            $154,313

A. Marinelli Shoes                               $117,841
Accessories Inc.

Devoted Premium                                  $114,939

Grand Paige Apparel Inc.                         $95,389

BNSF Logistics Int'l Inc.                        $83,910

LRD Fashion Inc.                                 $72,564

Classic Touches                                  $61,113

Coppler/Noyes and Randall                        $59,255

Kim Dawson Agency                                $54,604

Empire Manufacturing Co.                         $52,020

Art Lithocraft Co.                               $50,012

Becarro International Cor.                       $46,993

Eagle Sportswear Inc.                            $46,510

EXXCEL Tech Fashion Inc.                         $41,065


HARRAH'S ENTRTAINMENT: S&P Cuts Corporate Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Harrah's Entertainment Inc. and its
wholly owned subsidiary, Harrah's Operating Co. Inc., to 'B' from
'B+'.  S&P also lowered the issue-level ratings on the company's
debt by one notch.  Concurrently, these ratings were placed on
CreditWatch with negative implications.

The rating downgrade reflects the recent acceleration of property-
level EBITDA declines across much of HET's portfolio (the
properties of several other operators in the gaming sector were
also affected).  During the quarter ended Sept. 30, 2008, property
level EBITDA at HET declined 18.8%--a substantial increase from
the 8.2% decline posted during the six months ended June 30, 2008.
Furthermore, given the pressure that the current weakened state of
the economy and substantial pullback in consumer discretionary
pending will likely place on HET's cash flow generation over the
next few quarters, the company's ability to repay an amount of
debt sufficient to support a 'B+' rating is no longer a realistic
possibility.

The CreditWatch listing addresses S&P's concern that, given the
ongoing rapid deterioration of the cash flow base, HET's financial
risk profile does not support the 'B' rating.  S&P estimates HET's
operating lease-adjusted total debt to EBITDA at more than 9.5x as
of Sept. 30, 2008, excluding about $440 million of yet to be
realized cost savings listed in the company's earnings release.
Including $2 billion of payment-in-kind preferred equity, which
S&P considers to be debt-like, S&P estimates that leverage was
more than 10x at Sept. 30, 2008.

"In resolving the CreditWatch listing, S&P will assess current and
expected operating conditions in the gaming sector and reconsider
S&P's forecast for Harrah's performance in 2009 and beyond," said
Standard & Poor's credit analyst Ben Bubeck.  "Furthermore, S&P
will analyze Harrah's liquidity position and assess the company's
ability to remain in compliance with covenants under HOC's credit
facility over the next several quarters."


HEREFORD STREET: Three Classes of Notes Get Moody's Junk Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings of these two classes of notes
issued by Hereford Street ABS CDO I, Ltd.

Class Description: $996,000,000 Class A-1 Floating Rate Notes Due
2045

  -- Prior Rating: Aaa
  -- Prior Rating Date: Dec. 20, 2005
  -- Current Rating: A1, on review for possible downgrade

Class Description: $96,000,000 Class A-2 Floating Rate Notes Due
2045

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded the ratings of these three
classes of notes:

Class Description: $48,000,000 Class B Floating Rate Notes Due
2045

  -- Prior Rating: A1, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: C

Class Description: $34,800,000 Class C Floating Rate Deferrable
Interest Notes Due 2045

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: C

Class Description: $10,800,000 Class D Floating Rate Deferrable
Interest Notes due 2045

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: C

According to Moody's, the rating actions are as a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.


HILL'S VAN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Hill's Van Service of North Florida, Inc.
        5540-1 Highway Avenue
        Jacksonville, FL 32254

Bankruptcy Case No.: 08-06865

Chapter 11 Petition Date: November 3, 2008

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Albert H. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  E-mail: court@planlaw.com

Total Assets: $4,636,201

Total Debts: $3,909,699

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

           http://bankrupt.com/misc/flmb08-06865.pdf


HUNTINGTON-BUFORD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Huntington-Buford IV, LLC
        1380 West Paces Ferry Rd., Suite 230
        Atlanta, GA 30327
        Tel: (404) 233-6777

Bankruptcy Case No.: 08-82462

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Brad A. Baldwin, Esq.
                  Burr & Forman LLP
                  Suite 1100
                  171 Seventeenth Street, NW
                  Atlanta, GA 30363
                  Tel: (404) 685-4332
                  E-mail: bbaldwin@burr.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/ganb08-82462.pdf


INTERMET CORP: Secured Lenders To Dwindle $5 Million Deposit
------------------------------------------------------------
Intermet Corp. said it will permit its secured lenders to draw
down $5 million in deposits held as collateral for $22.3 million
in outstanding letters of credit, Bloomberg News reports.

The agreement requires to modify an order issued by the United
States Bankruptcy Court for the District of Delaware in September
allowing the company to access cash that represents the lenders'
claims, the report says.

A hearing is set for Nov. 12, 2008, to consider the modification,
the report notes.

                        About Intermet Corp.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The company and its debtor-
affiliates filed for chapter 11 protection on Aug. 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq. and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An Official
Committee of Unsecured Creditors has been formed in this case.

When the Debtors filed for protection from their creditors, they
listed assets of between $50 million and $100 million and debts of
between $100 million and $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through
04-67614).  Salvatore A. Barbatano, Esq., at Foley & Lardner LLP,
represents the Debtors.  In their previous bankruptcy filing, they
listed $735,821,000 in total assets and $592,816,000 in total
debts.  Intermet Corporation emerged from this first bankruptcy
filing in November 2005.


INVERSIONES METRO: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Inversiones Metro, S.E.
        P.O. Box 366824
        San Juan PR 00936-6824

Bankruptcy Case No.: 08-07574

Chapter 11 Petition Date: November 7, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  cacuprill@aol.com
                  Charles A. Cuprill, PSC Law Office
                  356 Calle Fortaleiza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

Total Assets: $750,000

Total Debts: $35,371,040

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
WeternBank                     loan              $25,981,774
268 Munoz Rivera Ave.
Suite 502
San Juan, PR 00918


JAMES LUKSCH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: James Anthony Luksch
        12 Vanderbilt Court
        Old Bridge, NJ 08857

Joint Debtor: Lina R. Luksch

Bankruptcy Case No.: 08-31591

Chapter 11 Petition Date: November 3, 2008

Court: District of New Jersey (Trenton)

Debtor's Counsel: Daniel Stolz, Esq.
                  Wasserman, Jurista & Stolz
                  225 Millburn Ave., Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041-1712
                  (973) 467-2700
                  E-mail: dstolz@wjslaw.com

                  -- and --

                  Leonard C. Walczyk, Esq.
                  Wasserman, Jurista & Stolz
                  225 Millburn Ave., Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041-1712
                  Tel: (973) 467-2700
                  E-mail: lwalczyk@wjslaw.com

Total Assets: $2,371,421

Total Debts: $3,548,616

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

           http://bankrupt.com/misc/njb08-31591.pdf


JAMES RIVER: Lenders Waives Covenant Non-Compliance Until Dec. 31
-----------------------------------------------------------------
James River Coal Company disclosed that it was not in compliance
with the Adjusted EBITDA and leverage ratio covenants contained in
the Revolving Credit Facility and the Letter of Credit Facility as
of Sept. 30, 2008.  The company has entered into a waiver and
amendment to the Revolving Credit Facility with regard to the non-
compliance.  The company has also reached an agreement with the
required lenders under the Letter of Credit Facility regarding a
waiver and amendment of the non-compliance.  The waivers and
amendment relate to both the quarter ended Sept. 30, 2008, and the
quarter ended Dec. 31, 2008.

The company had a net loss of $21.7 million for the third quarter
of 2008 and a net loss of $62.4 million for the nine months ended
Sept. 30, 2008.  This is compared to a net loss of $9.7 million
for the third quarter of 2007 and a net loss of $35.6 million
for the nine months ended Sept. 30, 2007.

The results for the third quarter of 2007 and the nine months
ended Sept. 30, 2007, include a $6.1 million gain on curtailment
of the company's defined benefit pension plan.  The $6.1 million
gain on curtailment is included as a reduction in the calculation
of Adjusted EBITDA.

Peter T. Socha, chairman and chief executive officer commented:
"This was a mixed quarter.  Our costs in Central Appalachia were
higher than we would like.  This was partially due to changes in
the regulatory environment and higher costs for raw materials.
We were able to successfully resolve several of the regulatory
issues and price escalation for raw materials appears to be
easing.  Our Midwest operations had a good quarter and the mines
were able to perform at a very high level.  We were also
successful with our contracting activities in the Midwest this
quarter.  We are finally near the end of our low priced Central
Appalachian (CAPP) coal supply contracts for 2007 and 2008.  Our
new higher priced CAPP contracts beginning in the first quarter
of 2009 will, in many cases, be at prices that are double the
level of this year.  A substantial portion of our Midwest
production currently under low priced contracts will be available
for repricing at market as we approach the end of those contracts
in 2009."

As of Sept. 30, 2008, the company had available liquidity of
$60.1 million calculated as:


   -- Cash and Cash Equivalents               $45.1 million
   -- Availability under the Revolver         $15.0 million
   -- Available Liquidity                     $60.1 million

The company's available liquidity was reduced by $24.2 million in
early October 2008 as a result of its repayment of the Term
Facility and funding of the Letter of Credit Facility and the
payment of accrued interest and financing fees.  The Term Facility
has been paid in full.

                 About James River Coal Company

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 17, 2008
Standard and Poor's Ratings Service affirmed its ratings,
including its 'CCC' corporate credit rating, on Richmond,
Virginia-based James River Coal.  The outlook remains
developing.


JP MORGAN: Fitch Puts Low-B Ratings on Four Classes of Certs.
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on JP Morgan Mortgage
Trust certificates.  The classes represent a beneficial ownership
interest in separate trust funds, which include bonds that have
been affirmed and remain on or have been removed from Rating Watch
Negative.

JP Morgan Mortgage Trust 2005-R1

     -- Class B-1 affirmed at 'BBB-';
     -- Class B-2 affirmed at 'BB+';
     -- Class B-3 affirmed at 'BB';
     -- Class B-4 affirmed at 'BB-';
     -- Class B-5 affirmed at 'B'.

The rating actions were taken as part of Fitch's ongoing
surveillance process of existing transactions.


JU JO JA CORP: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Ju, Jo, Ja, Corp.
        P.O. BOX 366824
        San Juan, PR 00936-6824

Bankruptcy Case No.: 08-07572

Chapter 11 Petition Date: November 7, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  cacuprill@aol.com
                  Charles A. Cuprill, PSC Law Office
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

Total Assets: $22,850,000

Total Debts: $25,981,774

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
WesternBank                    loan              $10,238,869
268 Monuz Rivera Ave.
Suite 502
San Juan, PR 00918


JUPITER HIGH: Moody's Junks Ratings on Four Note Classes
--------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings of these three classes of notes
issued by Jupiter High Grade CDO II, Ltd.:

Class Description: $880,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2041

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $40,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: B2, on review for possible downgrade

Class Description: $46,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2041

  -- Prior Rating: A1, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded the ratings of these three
classes of notes:

Class Description: $11,500,000 Class C-1A Fourth Priority
Mezzanine Deferrable Secured Floating Rate Notes Due 2041

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

Class Description: $4,000,000 Class C-1B Fourth Priority Mezzanine
Deferrable Secured Fixed Rate Notes Due 2041

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

Class Description: $7,500,000 Class C-1C Fourth Priority Mezzanine
Deferrable Secured Fixed Rate Notes Due 2041

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

According to Moody's, these rating actions are as a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.


KENNETH OWENS: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kenneth E. Owens
        8 Indian Hill Road
        Redding, CT 06896

Joint Debtor: Maria Herstatt

Bankruptcy Case No.: 08-51049

Chapter 11 Petition Date: October 30, 2008

Court: District of Connecticut (Bridgeport)

Debtor's Counsel: Mark M. Kratter, Esq.
                  Kratter & Gustafson, LLC
                  71 East Avenue, Suite O
                  Norwalk, CT 06851
                  Tel: (203) 853-2312

Total Assets: $802,900

Total Debts: $1,273,632

A list of the Debtor's 14 largest unsecured creditors is available
at no charge at:

           http://bankrupt.com/misc/ctb08-51049.pdf


KENNETH OWENS: Section 341(a) Meeting Set for November 24
---------------------------------------------------------
The Office of the U.S. Trustee for the District of Connecticut
will convene a meeting of creditors of Kenneth E. Owens and Maria
Herstatt on November 24, 2008, at 3:00 p.m. The meeting will take
place at the Office of the U.S. Trustee, Giamo Federal Building,
150 Court Street, Room 302, in New Haven.

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 have until February 23, 2009, to
file proofs of claim in the Debtors' cases.

Based in Redding, Connecticut, Kenneth E. Owens and Maria Herstatt
filed for chapter 11 bankruptcy protection on October 30, 2008
(Bankr. D. Conn. Case No. 08-51049).  Mark M. Kratter, Esq., at
Kratter & Gustafson, LLC, in Norwalk, Connecticut, serves as the
Debtors' counsel.  When they filed for bankruptcy, the Debtors
disclosed $802,900 in total assets and $1,273,632 in total debts.


KIAMSHA HOUSE: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Kiamsha House Ministries, Inc.
        1800 Jonesboro Road
        Atlanta, GA 30315

Bankruptcy Case No.: 08-82396

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  Taylor & Associates, LLC
                  Suite 500
                  1401 Peachtree Street
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136
                  E-mail: dorna.taylor@taylorattorneys.com

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

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

The Debtor listed Bank of North Georgia in Marietta as its largest
unsecured creditor holding $63,000 in claims related to a 2007 BMW
750 Li.


KIPLING LEE: Case Summary and 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kipling Christian Lee
        866 Southbridge Blvd.
        Savannah, GA 31405

Joint Debtor: Sandra Marie Lee

Bankruptcy Case No.: 08-42138

Chapter 11 Petition Date: October 30, 2008

Court: Southern District of Georgia (Savannah)

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  McCallar Law Firm
                  P. O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallarlawfirm@aol.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/gasb08-42138.pdf


KLEROS PREFERRED: Moody's Puts 'C' Rating on Classes C & D Notes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings of these three classes of notes
issued by Kleros Preferred Funding, Ltd.:

Class Description: $850,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2041

  -- Prior Rating: Aaa
  -- Prior Rating Date: June 30, 2005
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $68,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating date: May 30, 2008
  -- Current Rating: A2, on review for possible downgrade

Class Description: $51,500,000 Class B Third Priority Secured
Floating Rate Notes Due 2041

  -- Prior Rating: A1, on review for possible downgrade
  -- Prior Rating date: May 30, 2008
  -- Current Rating: Ba2, on review for possible downgrade

Additionally, Moody's downgraded the ratings of these two classes
of notes:

Class Description: $13,000,000 Class C Fourth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2041

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating date: May 30, 2008
  -- Current Rating: C

Class Description: $8,500,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2041

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating date: May 30, 2008
  -- Current Rating: C

According to Moody's, these rating actions are a result of
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.


LANDAMERICA FIN'L: Fitch Puts 'BB+' Sr. Debt Rating on Pos. Watch
-----------------------------------------------------------------
Fitch Ratings placed the 'BBB+' Insurer Financial Strength ratings
of LandAmerica Financial Group's insurance and the 'BBB-' Issuer
Default Rating of LFG on Rating Watch Positive.  Fitch's rating
action follows Fidelity National Financial's plans to acquire LFG
in a stock transaction.

The stock transaction is valued at approximately $128 million as
LFG shareholders will receive 0.993 shares of FNF common stock for
each LFG share.  Financial leverage at FNF is expected to remain
near 30% as FNF's operating subsidiaries are expected to provide
cash to repay LFG debt prior to the close of the transaction.

The structure of the transaction is intended to preserve the
statutory capitalization at the insurance operating subsidiaries.
Both LFG and FNF were downgraded by Fitch during 2008 following
declines in risk-based capital ratios.  Going forward, FNF will be
expected to maintain statutory capitalization at all its insurance
operating subsidiaries at a level consistent with the rating
category.  Consequently, reserve adequacy and dividend policies
will be key rating issues for the combined entity.

The combined market share of FNF and LFG would be 46%, but Fitch
estimates a more likely run-rate range between 35% and 40%.  Post
merger, FNF will clearly have industry leading market share.

The Positive Rating Watch reflects the likelihood that LFG's
ratings would move to FNF's 'A-' financial strength following the
acquisition.  FNF has a due diligence period ending Nov. 21, 2008,
and the acquisition would likely close late in the first quarter
of 2009.

These ratings have been placed on Rating Watch Positive:
LandAmerica Financial Group, Inc.

     -- Long-term IDR of 'BBB-';
     -- Senior debt of 'BB+'.


LANDAMERICA FINANCIAL: S&P Puts 'BB+' Rating on Developing Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch status
of its ratings on LandAmerica Financial Group Inc. and its rated
title insurance subsidiaries, including the 'BB+' counterparty
credit rating on LFG, to developing from negative.

This rating action follows Fidelity National Financial Inc.'s
(FNF; BBB/Watch Neg/--) and LFG's announcement that they intend to
merge.  "We revised the CreditWatch status of the LFG and LFG
Title ratings to developing from negative because if the merger
does occur, it will improve LFG's liquidity and strengthen LFG
Title's competitive position and operating performance," Standard
& Poor's credit analyst Andrew Dral explained.

The ratings on both groups had been on CreditWatch negative.  S&P
placed the ratings on LFG and LFG Title on CreditWatch negative on
July 25, 2008.  In addition to the very challenging environment
for title insurers, LFG's leverage is a concern.  The holding
company's line of credit includes a covenant that requires LFG to
maintain debt to total capitalization of no more than 37.5%.  This
metric, as calculated under the guidelines of its credit
agreement, was 34.8% as of June 30, 2008.  Operating losses and
unrealized investment losses would cause LFG's leverage to
increase.

Title industry fundamentals remain weak.  Mortgage originations
have been declining, and claims have been rising.  As a result,
title industry revenue and profits have been shrinking.  Industry
margins on a GAAP basis have turned negative.  S&P remains
vigilant as to the risks inherent in any acquisition.  The
combined merger should create the industry's market-share leader.
S&P expects the combined title insurer to lose two to six
percentage points of its combined market share of 46% because of
office closures, disruptions inherent in any significant merger,
and title agents' efforts to maintain a diversified customer base.

On the upside, S&P expects FNF management to squeeze synergies and
economies of scale out of the two entities.  FNF's management has
a strong track record of quickly and successfully creating an
earnings-accretive environment.  There appears to be good synergy
in geographic exposures.  FNF Title has been stronger on the West
Coast (California), while LFG Title has been competitive on the
East Coast (New York and Pennsylvania).  Both companies have large
shares in Texas and Florida.  Acquiring LFG will improve FNF's
diversification by increasing the portion of its revenues from
commercial title insurance.  LFG has drawn funds from its credit
facility for a long time and been hampered by a growing debt
burden.  The merger should improve liquidity for LFG and either
improve leverage or keep it the same for the combined entities.

If the acquisition does not occur, Standard & Poor's will evaluate
LFG's financial flexibility and covenant compliance.  This
evaluation could lead to a downgrade.  Aborting the acquisition
will not have a direct effect on FNF or its title insurance
subsidiaries.  In that scenario, Standard & Poor's would assess
the likelihood of the group returning to strong profitability in
the near future.


LANSING HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Lansing Hospitality, LLC
        c/o Mantiff Management, Inc.
        387 Passaic Avenue
        Fairfield, NJ 07004
        dba Best Western

Bankruptcy Case No.: 08-32097

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: November 9, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Joseph J. DiPasquale, Esq.
                  jdipasquale@trenklawfirm.com
                  Trenk, DiPasquale, Webster,
                  Della Fera & Sodono, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677

Total Assets: $3,743,549

Total Debts: $3,217,208

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

           http://bankrupt.com/misc/njb08-32097.pdf


LAOTTO PROPERTIES: Case Summary and 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Laotto Properties LLC
        17218 Wesley Chapel Road
        Churubusco, IN 46723

Bankruptcy Case No.: 08-13757

Chapter 11 Petition Date: October 31, 2008

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Robert L. Nicholson(BW), Esq.
                  Beckman, Lawson LLP
                  200 East Main Street, Suite 800
                  P.O. 800
                  Fort Wayne, IN 46802
                  Tel: (260) 422-0800
                  Fax: (260)420-1013
                  E-mail: rln@beckmanlawson.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 5 largest unsecured creditors is available
at no charge at:

           http://bankrupt.com/misc/innb08-13757.pdf


LAOTTO PROPERTIES: Sec. 341 Meeting Slated for December 12
----------------------------------------------------------
Nancy J. Gargula, the United States Trustee for Region 10, will
convene a meeting of creditors of Laotto Properties LLC, on
December 12, 2008, at 11:00 a.m. at Room 1194, Federal Building in
Fort Wayne, Indiana.

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, interested parties have until March 12, 2009, to file
proofs of claim in the Debtor's cases.  Governmental entities have
until April 29, 2009, to file proofs of claim.

Based in Churubusco, Indiana, Laotto Properties LLC filed for
chapter 11 bankruptcy protection on October 31, 2008 (Bankr. N.D.
Ind. Case No. 08-13757).  Judge Robert E. Grant presides over the
Debtor's case.  Robert L. Nicholson(BW), Esq., at Beckman, Lawson
LLP, in Fort Wayne, Indiana, serves as the Debtor's bankruptcy
counsel.  When it filed for bankruptcy, the Debtor estimated total
assets and debts to be between $1,000,000 and $10,000,000.


LAS VEGAS SANDS: Reports $32.2 Million 3rd Quarter 2008 Net Loss
----------------------------------------------------------------
Las Vegas Sands Corp. has reported financial results for the
quarter ended September 30, 2008.  Las Vegas Sands said net
revenue for the third quarter of 2008 increased 67.2% to $1.11
billion, compared to $661.0 million in the third quarter of 2007.
Consolidated adjusted property EBITDAR in the third quarter of
2008 increased 48.4% to $243.8 million, compared to $164.3 million
in the year-ago quarter.  On a GAAP (Generally Accepted Accounting
Principles) basis, the company said operating income was $28.2
million versus an operating loss of $20.8 million in the third
quarter of 2007.

On a GAAP basis, Las Vegas Sands said net loss in the third
quarter of 2008 was $32.2 million compared to net loss of $48.5
million in the third quarter of 2007.  The decrease in GAAP net
loss of $16.3 million reflects the increases in operating income
and a benefit for income taxes, partially offset by an increase in
interest expense and a decrease in other income.

The company also said adjusted net income -- excluding loss on
disposal of assets, pre-opening expense, development expense, and
loss on early retirement of debt -- was $8.1 million, compared to
$41.8 million in the third quarter of 2007.  The decrease in
adjusted net income of $33.7 million reflects increases in net
interest expense and depreciation and amortization.

Capital expenditures during the third quarter totaled $998.1
million. This includes construction and development activities of
$551.3 million in Macao, $108.7 million at The Palazzo and The St.
Regis Residences, $174.4 million for Marina Bay Sands in
Singapore, $100.3 million at Sands Bethlehem, and $63.4 million at
The Venetian Las Vegas and the Sands Expo and Convention Center in
Las Vegas.

As of September 30, 2008, the company has $14.7 billion in total
assets, and $12.4 billion in total liabilities.  Unrestricted cash
balances as of September 30, stood at $1.28 billion while
restricted cash balances were $239.1 million.  Of the restricted
cash balances, $199.6 million is restricted for Macao-related
construction and $32.3 million is restricted for construction of
Marina Bay Sands in Singapore.  As of September 30,total debt
outstanding, including the current portion, was $10.35 billion.

William P. Weidner, president and COO stated, "Our third quarter
results reflect solid operating performance, with both revenues
and adjusted property EBITDAR increasing substantially in both Las
Vegas and Macao, despite challenging operating environments in
each market.

"In Macao, despite the implementation of stricter visa
restrictions for certain mainland Chinese visitors, visitation to
The Venetian Macao continues to grow, while the maturing of the
assets and amenities of the property, which celebrated its one
year anniversary during the quarter, is clearly evident in our
operating performance. Despite that strong performance, given the
current conditions in the global credit environment, we have
elected to significantly slow the pace of our development
activities on the Cotai Strip, including a suspension of our
development on sites five and six of the Cotai Strip, as we focus
our current efforts on maximizing our cash flow and our returns on
invested capital from our existing properties in Macao: The
Venetian Macao and the Four Seasons Macao on the Cotai Strip, and
the Sands Macao on the Macao peninsula.

"We will focus our development activities and available capital
principally on the timely completion of both Marina Bay Sands, in
Singapore, and Sands Bethlehem, in Bethlehem, Pennsylvania. At an
appropriate time in the future, to the extent capital becomes
available on acceptable terms, we plan to resume the development
of sites five and six on the Cotai Strip. We remain confident that
our long-term development strategy, including the completion of
additional properties on the Cotai Strip should capital become
available on acceptable terms, will provide the people of Macao
and the surrounding region with significant and sustainable
economic benefits.

"In Las Vegas, despite an increasingly challenging operating
environment, the combined Venetian and Palazzo integrated resort
performed solidly, although low table hold negatively impacted the
current quarter's operating results. Looking ahead, we will focus
our efforts on both controlling our costs and maximizing our cash
flows from our Las Vegas properties."

On Nov. 7, Las Vegas Sands said Kenneth J. Kay will join the
company as senior vice president and chief financial officer.  Mr.
Kay, who since 2002 has been senior executive vice president and
chief financial officer at CB Richard Ellis Group, Inc., the
world's largest commercial real estate services firm, will also
serve as the company's principal financial officer.  Mr. Kay will
join the company effective December 1, 2008.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

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

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


LAS VEGAS SANDS: To Suspend Portions of Development Projects
------------------------------------------------------------
Las Vegas Sands Corp. said that, given current conditions in the
capital markets and the global economy and their impact on the
company's ongoing operations, it has chosen to temporarily or
indefinitely suspend portions of its development projects and will
focus its development efforts on those projects with the highest
rates of expected return on invested capital given the liquidity
and capital resources available to the company.  The company is in
the process of arranging a capital raising transaction.  The
development plan is dependent on the company raising additional
capital.

According to various reports, Las Vegas Sands is seeking to raise
$2.14 billion in capital.

In Las Vegas, development of the St. Regis Residences will be
suspended indefinitely, although the completion of the podium
component of the condominium tower, which will generate rental
income from currently executed leases, will continue and is
expected to be completed during the first quarter of 2009. The
estimated cost to prepare the site for the delay and to complete
the podium portion of the project is approximately $95 million.

In Bethlehem, Pennsylvania, Las Vegas Sands will focus its
development efforts on the casino component of Sands Bethlehem,
which includes the casino and related amenities including
restaurants and a 3,500-space parking garage.  The company plans
to open the casino component in the second quarter of 2009.  The
estimated cost to complete the casino component of the project,
including preopening and furniture, fixtures, and equipment costs,
is approximately $427 million.

In Macao, development of sites five and six on the Cotai Strip
will be temporarily suspended until conditions in the capital
markets improve.  Las Vegas Sands will continue to pursue a
project-level financing that would allow it to complete
construction of the first phase of this project, which will
include a Shangri-La/Traders hotel tower, an 1,800-room Sheraton
hotel tower, and three casinos featuring a total of 790 gaming
tables and 3,500 slot machines.  Through September 30, 2008, Las
Vegas Sands has spent approximately $1.16 billion on the
development of the sites, and it expects to incur additional costs
of approximately $430 million through June 30, 2009, as it
prepares the site for a potential indefinite suspension.  Las
Vegas Sands said its temporary suspension program will enable it
to recommence development in an efficient fashion, should
sufficient capital to complete phase one of its development plans
become available on reasonable terms.

Las Vegas Sands will continue the development of the Four Seasons
Private Apartments Macao, and expect to complete this project in
the third quarter of 2009.  The expected cost to complete the
construction of the Four Seasons Private Apartments, including
furniture, fixtures and equipment and preopening costs, is
approximately $463 million.

Given that Las Vegas Sands' SGD$5.44 billion -- $3.8 billion at
current exchange rates -- credit facility to support the
development of Marina Bay Sands in Singapore is already in place,
the company said its development there is not significantly
impacted by the current capital market conditions.  The company's
development plans for Marina Bay Sands, therefore, have not
changed.  Las Vegas Sands continues to target a late 2009 opening
for Marina Bay Sands.  To date, it has invested approximately
$1.81 billion in construction costs in the project, including
land, and has contributed approximately $616 million in equity for
the project to date.  Las Vegas Sands' current estimated cost to
complete the construction of the project is approximately $2.7
billion, and it expects to fund between 75% and 80% of those
future construction costs through proceeds from its Singapore
credit facility, of which approximately $2.0 billion is available
at current exchange rates.  Las Vegas Sands currently expects to
invest approximately $500 million in additional equity in the
project through the targeted opening of the property in late 2009.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

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

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


LB COMMERCIAL: S&P Puts 6 Classes' Low-B Ratings on Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on seven
classes of commercial mortgage pass-through certificates from LB
Commercial Mortgage Trust 2007-C3 on CreditWatch with negative
implications.  The ratings on four additional classes remain on
CreditWatch negative, where they were placed Sept. 16, 2008.

S&P's CreditWatch placements follow Standard & Poor's preliminary
analysis of five loans with the special servicer, Midland Loan
Services Inc., including the 16th-largest loan, Westshore Cove
($50 million, 5%).  Standard & Poor's will update or resolve the
CreditWatch negative placements as S&P further evaluates the
specially serviced assets and other loans in the pool.

Details of the specially serviced assets are:

  -- Westshore Cove is the largest loan with the special
     servicer, with a total exposure of $50.5 million.  The loan
     is secured by a 689-unit multifamily property built in 1977
     in Tampa, Florida. The loan was transferred due to payment
     default and is 30-plus days delinquent.  For the six months
     ended June 30, 2008, the debt service coverage was 0.96x and
     occupancy was 86%.  At issuance, a reserve of $18 million
     was escrowed for exterior improvements, which were completed
     through the use of the entire reserve.  A letter of credit
     totaling $575,000 was also reserved at issuance for interior
     improvements, of which approximately $250,000 has been used
     for partial debt service payments.  The property has not had
     significant interior improvements since it was built.
     Standard & Poor's preliminary analysis was based on the
     borrower's interim-2008 financial statements and market
     comparisons.  S&P's preliminary analysis indicates that the
     loan resolution could result in a significant loss upon the
     liquidation of this asset. Midland is pursuing foreclosure
     and has ordered an appraisal.

  -- The Mallard Cove Apartments ($24.3 million) loan is secured
     by a 334-unit multifamily property in Orlando, Florida.  The
     property was built in 1973 and renovated between 2004 and
     2006.  The loan, which is 90-plus days delinquent, was
     transferred to the special servicer due to payment default.
     Standard & Poor's preliminary analysis of the loan
     considered the broker opinions of value that Midland has
     received.  S&P's preliminary analysis suggests that the
     resolution of this asset is likely to result in losses to
     the trust.  Midland has ordered an appraisal.

  -- Overlake Apartments ($7 million) is secured by a 337-unit
     multifamily property built in 1973 in Bethany, Oklahoma.
     The loan was transferred to the special servicer due to
     imminent default and is 90-plus days delinquent.  A court-
     appointed receiver is in place pending action of the
     Securities and Exchange Commission against the borrower.
     For the six months ended June 30, 2008, the DSC was 0.64x
     and occupancy was 80%.  Standard & Poor's preliminary
     analysis indicates the possibility of a substantial loss
     upon the resolution of the asset.

  -- Valleytree Apartments ($6.5 million) is secured by a
     184-unit multifamily property built in 1981 in Arlington,
     Texas.  The loan was transferred to Midland after the
     borrower requested forbearance because its previous
     management company failed to lease units and occupancy fell
     to 50% (as of Dec. 31, 2007).  The borrower has replaced the
     management company and improved occupancy to 70%.  A recent
     BOV suggests minimal to no loss upon the ultimate resolution
     of this asset.

  -- The Linen 'N Things loan ($2.5 million) is secured by a
     28,000-sq.-ft. big-box single-tenant retail building built
     in 2007 in Plano, Texas.  The collateral was formerly
     occupied by Linen 'N Things, which terminated and rejected
     its lease through its Chapter 11 bankruptcy filing.  The
     tenant moved out of the building in August 2008, and the
     borrower-provided guarantee of $825,000 was applied as a
     principal reduction.  Midland is currently negotiating with
     a new tenant, however, at a rental rate that is
     approximately 30% below the previous rental rate.  Based on
     the proposed rental rates and required ground lease payment,
     a further principal reduction is likely in order for the
     servicer to be able to find a new buyer for the property.

The ratings on classes A-2FL, A-4FL, A-MFL, and A-JFL remain on
CreditWatch negative, where they were placed on Sept. 16, 2008,
following the downgrade of Lehman Bros. Holdings Inc.  A
subsidiary of Lehman Bros. Holdings Inc. is the counterparty on
the interest rate swap for the classes.  Standard & Poor's will
update or resolve these CreditWatch placements following either
the replacement of the swap counterparty or the implementation of
a conversion feature.

S&P will update or resolve the remaining CreditWatch negative
placements as S&P receives more information concerning the
specially serviced assets and further evaluate the specially
serviced assets and other loans in the pool.

             Ratings Placed on CreditWatch Negative

              LB Commercial Mortgage Trust 2007-C3
          Commercial Mortgage Pass-Through Certificates

                      Rating
                      ------
      Class    To                 From   Credit enhancement
      -----    --                 ----   ------------------
      K        BBB-/Watch Neg     BBB-                3.00%
      L        BB+/Watch Neg      BB+                 2.38%
      M        BB/Watch Neg       BB                  2.00%
      N        BB-/Watch Neg      BB-                 1.88%
      P        B+/Watch Neg       B+                  1.63%
      Q        B/Watch Neg        B                   1.38%
      S        B-/Watch Neg       B-                  1.13%

           Ratings Remaining on CreditWatch Negative

             LB Commercial Mortgage Trust 2007-C3
          Commercial Mortgage Pass-Through Certificates

      Class    Rating                    Credit enhancement
      -----    ------                    ------------------
      A-2FL    AAA//Watch Neg                        30.15%
      A-4FL    AAA/Watch Neg                         30.15%
      A-MFL    AAA/Watch Neg                         20.01%
      A-JFL    AAA/Watch Neg                         11.76%


LESTAGEZ MANAGEMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Lestagez Management
        aka Vernon Lestagez
            V.L. Enterprise
            L.T. Manangement
        4301 River Rd.
        Ellenwood, GA 30294

Bankruptcy Case No.: 08-82060

Chapter 11 Petition Date: October 31, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: Pro Se

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

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

The Debtor did not submit a list of its largest unsecured
creditors together with its petition.


LINDA BULLOCK: Case Summary and Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Linda Coty Bullock
        411 Billy Bullock Road
        Dallas, GA 30157

Bankruptcy Case No.: 08-43724

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Georgia (Rome)

Debtor's Counsel: Evan M. Altman, Esq.
                  Bldg. 2 - Northridge 400
                  8325 Dunwoody Place
                  Atlanta, GA 30350
                  Tel: (770) 394-6466
                  E-mail: evan.altman@laslawgroup.com

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

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

The Debtor disclosed HGP Capital in Atlanta, Georgia, as its
largest unsecured creditor, holding $1,285,000 in claims related
to a bank loan.


MAGNOLIA FINANCE II: Moody's Cuts Rating on $5 Mil. Notes to 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Magnolia Finance II Series 2005-2:

Class Description: Series 2005-2 $5,000,000 Portfolio Credit
Linked Notes due 2010

  -- Prior Rating: Ba2
  -- Prior Rating Date: June 25, 2008
  -- Current Rating: B2

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which consists primarily of corporate securities.


MAGNOLIA FINANCE II: Moody's Junks Rating on $2 Million Notes
-------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Magnolia Finance II Series 2005-4

Class Description: Series 2005-4 $2,000,000 Portfolio Credit
Linked Notes due 2010

  -- Prior Rating: B3
  -- Prior Rating Date: June 20, 2008
  -- Current Rating: Caa1

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which consists primarily of corporate securities.


MAGNOLIA FINANCE V: Poor Credit Quality Cues Moody's Rating Cut
---------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Magnolia Finance V plc:

Class Description: Series 2005-1 $3,000,000 Portfolio Credit
Linked Notes due 2010

  -- Prior Rating: Ba2
  -- Prior Rating Date: June 20, 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 consists primarily of corporate securities.



MAGNOLIA FINANCE IV: Moody's Puts 'B1' Rating on $3 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Magnolia Finance IV plc:

Class Description: Series 2005-1 $3,000,000 Portfolio Credit
Linked Notes due 2010

  -- Prior Rating: Ba2
  -- Prior Rating Date: June 20, 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 consists primarily of corporate securities.


MAI THI NGUYEN: Case Summary and 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mai Thi Nguyen
        12 Forest Hill Road
        Wayland, MA 01778

Bankruptcy Case No.: 08-18254

Chapter 11 Petition Date: October 30, 2008

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Herbert Weinberg, Esq.
                  Rosenberg & Weinberg
                  805 Turnpike St., Suite 201
                  North Andover, MA 01845
                  Tel: (978) 683-2479
                  Fax : 978-682-3041
                  E-mail: hweinberg@jrhwlaw.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 six largest unsecured creditors is
available at no charge at:

           http://bankrupt.com/misc/mab08-18254.pdf


MARISCO PARENT: S&P Withdraws 'CCC' Senior Unsecured Debt Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' long-term
counterparty credit rating and its 'CCC' senior unsecured debt
rating on Marsico Parent Holdco LLC.

Holdco issued the $400 million, 12.5% senior PIK notes due 2016 in
a private transaction that is not subject to registration rights.
S&P continues to surveil and maintain ratings on Marsico Parent
Co. LLC, a direct subsidiary of Holdco.


MATTRESS HOLDING: Weak Metrics Cues S&P to Junk Corp. Rating
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston, Texas-based Mattress Holding Corp. to 'CCC+'
from 'B'.  At the same time, S&P lowered all of S&P's existing
issue-level ratings on the company by two notches.  S&P also
removed all of the ratings from CreditWatch, where S&P had placed
them with negative implications on June 23, 2008.  As of July 29,
2008, the company had about $332 million of total debt, excluding
operating lease obligations.  The outlook is developing.

The downgrade reflects weaker-than-expected credit metrics and
S&P's concerns about liquidity, given a narrowing cushion on
Mattress Holding's financial covenants.  The challenging retail
and residential housing environment has negatively affected the
company's results, and credit protection measures have
deteriorated, with lease-adjusted total debt to EBITDA increasing
to about 8.6x for the 12 months ending July 29, 2008.  Although
the company has reduced advertising spending and implemented
expense controls, S&P believes near-term operating performance is
unlikely to improve meaningfully, given the current weak economy
and S&P's expectation for continued weakness in the North American
bedding industry.

"The developing outlook reflects S&P's concerns about the
company's tight covenant cushion, the potential for further
declines in performance, and its ability over the next 12 months
to achieve store expansion plans without sacrificing margins,
which will be necessary for leverage metrics and cash flows to
improve," stated Standard & Poor's credit analyst Rick Joy.  The
company currently operates in a challenging retail and residential
housing environment, and may find it difficult to improve credit
metrics and meet its financial covenants over the near term.  S&P
remains concerned about the company's liquidity in the face of
further operating challenges and a failure to reduce leverage, as
it is facing a series of step-downs in its financial covenants
over the next several quarters.  "If leverage increases and the
company cannot meet its financial covenants, be granted a waiver
or an amendment, or receive an equity cure from its sponsor (J.W.
Childs Associates L.P.)  S&P could lower the ratings," he added.
However, if the company can improve liquidity and restore adequate
cushion on its financial covenants, S&P could consider a positive
outlook or a higher rating.


MASTR ABS: S&P Junks Note Rating on NIM Trust 2005-NC2 From 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its note rating on
MASTR ABS NIM Trust 2005-NC2 to 'CCC' from 'B-'.  This U.S. net
interest margin securities transaction is backed by MASTR Asset
Backed Securities Trust 2005-NC2, a U.S. subprime residential
mortgage-backed securities transaction.

The primary source of payments to a NIMS transaction is the
difference between the interest payments collected on the
mortgages in the underlying RMBS transaction (or transactions) and
the interest owed to the related underlying RMBS transaction,
together with prepayment penalties and potential payments from
derivative contracts.  Because the overcollateralization of the
underlying collateral is below its target, the levels of excess
interest available to the NIMS transaction have decreased
significantly.  Unlike the underlying securitization, the NIMS
transaction is not structured to include overcollateralization as
a form of credit support.

As of the October 2008 remittance period, MASTR ABS NIM Trust
2005-NC2 had not received excess interest from the underlying
transaction in the prior nine months, and it has subsequently
incurred an interest shortfall for the same nine months.  This
NIMS transaction was originally projected to pay off in 29 months,
but it is currently 31 months seasoned and has a current balance
that is 17% of its original size.  The underlying transaction has
cumulative losses totaling 4.97% of the original pool balance and
total delinquencies amounting to 51.63% of the current balance,
which suggests that the NIMS transaction will continue to receive
reduced levels of excess interest from the underlying transaction.


MBIA INSURANCE: Moody's Cuts Rating to Baa1; Outlook Developing
---------------------------------------------------------------
Moody's Investors Service has downgraded to Baa1 from A2 the
insurance financial strength rating of MBIA Insurance Corporation
and supported insurance companies.  In the same rating action,
Moody's downgraded the debt ratings of MBIA, Inc. (NYSE: MBI --
senior unsecured debt to Ba1 from Baa2) and related financing
trusts.  The rating action concludes a review for possible
downgrade that was initiated on Sept. 18, 2008, and reflects
Moody's view of MBIA's diminished business and financial profile
resulting from its exposure to losses from US mortgage risks and
disruption in the financial guaranty business more broadly.  The
outlook for the ratings is developing.

As a result of the rating action, the Moody's-rated securities
that are guaranteed or "wrapped" by MBIA are also downgraded to
Baa1, except those with higher public underlying ratings.

The downgrade results from four primary factors. First is Moody's
expectation of greater losses on mortgage related exposure,
reflecting continued adverse delinquency trends.  Second is the
possibility of even greater than expected losses in extreme stress
scenarios, with losses possibly reaching sectors beyond mortgage
related exposures as corporate and other consumer credits face a
more challenging economic environment, and given the leverage
contained in MBIA's sizable portfolio of resecuritization
transactions, including some commercial real estate CDOs.  Third
is Moody's view of the company's diminished business prospects as
reflected in its substantially reduced participation in the
primary financial guaranty market in 2008.  Fourth is the
company's limited financial flexibility.

In its 3Q2008 earnings release, MBIA reported increased case loss
reserves of $961 million related to direct RMBS exposures, and $66
million in credit-related impairments on credit default swaps
referencing ABS CDOs.  The company's loss reserves on direct
insured RMBS exposures are now broadly consistent with Moody's
revised expectations, while MBIA's credit-related impairments on
ABS CDOs are approximately $1.5 billion below Moody's current
expectations.  The increase in loss reserves has adversely
affected the firm's regulatory capital; at 3Q2008, MBIA's
policyholders' surplus was approximately $3.3 billion and
contingency reserves were approximately $2.9 billion.

MBIA's Baa1 insurance financial strength rating reflects the
rating agency's view that MBIA's aggregate resources (including
statutory contingency reserves and contingent capital) provide a
substantial capital cushion above expected loss levels.  The
company has access to sufficient sources of liquidity to meet the
needs of its asset management business, including the liquidity
needs stemming from investment agreement terminations or
collateral posting requirements, added Moody's.  The recently
completed reinsurance of FGIC's municipal portfolio adds premium
income for MBIA during a time of limited new business activity.

Moody's stated that the developing outlook reflects both the
potential for further deterioration in the insured portfolio as
well as positive developments that could occur over the near to
medium term, including greater visibility about mortgage
performance, the possibility of commutations or terminations of
certain ABS CDO exposures or successful remediation efforts on
poorly performing RMBS transactions, as well as the potential for
various initiatives being pursued at the US federal level to
mitigate the rising trend of mortgage loan defaults.  Moody's will
continue to evaluate MBIA's ratings in the context of the future
performance of the company's insured portfolio relative to
expectations and resulting capital adequacy levels, as well as
changes, if any, to the company's strategic and capital management
plans.  Should MBIA's capital position deteriorate materially
beyond the effect of a possible $1.5 billion increase in ABS CDO
credit-related impairments (in line with Moody's expected loss
estimates), there could be further negative pressure on the firm's
ratings.

                      LIST OF RATING ACTIONS

These ratings have been downgraded, with a developing outlook:

MBIA Insurance Corporation -- insurance financial strength at
Baa1, from A2, and surplus notes at Baa3, from Baa1;

MBIA Insurance Corporation of Illinois -- insurance financial
strength at Baa1, from A2;

Capital Markets Assurance Corporation -- insurance financial
strength at Baa1, from A2;

MBIA UK Insurance Limited -- insurance financial strength at Baa1,
from A2;

MBIA Assurance S.A. -- insurance financial strength at Baa1, from
A2;

MBIA Mexico S.A. de C.V.'s -- insurance financial strength at
Baa1, from A2 (national scale insurance financial strength at
Aaa.mx, remains under review for possible downgrade);

MBIA Inc. -- senior unsecured debt at Ba1, from Baa2, provisional
senior debt at (P) Ba1, from (P) Baa2, provisional subordinated
debt at (P) Ba2, from (P) Baa3, and provisional preferred stock at
(P) Ba3, from (P) Ba1;

North Castle Custodial Trusts I-VIII -- contingent capital
securities at Ba1, from Baa2.

MBIA Inc. (NYSE: MBI) provides financial guarantees to issuers in
the municipal and structured finance markets in the United States,
as well as internationally.  MBIA also offers various
complementary services, such as investment management and
municipal investment contracts.


MBIA INC: Moody's Downgrades Sr. Unsecured Debt Rating to Ba1
-------------------------------------------------------------
Moody's Investors Service downgraded to Baa1 from A2 the insurance
financial strength rating of MBIA Insurance Corporation and
supported insurance companies.  In the same rating action, Moody's
downgraded the debt ratings of MBIA, Inc. (senior unsecured debt
to Ba1 from Baa2) and related financing trusts.

This rating action concludes a review for possible downgrade that
was initiated on Sept. 18, 2008, and reflects Moody's view of
MBIA's diminished business and financial profile resulting from
its exposure to losses from US mortgage risks and disruption in
the financial guaranty business more broadly.  The outlook for the
ratings is developing.

As a result of this rating action, the Moody's-rated securities
that are guaranteed or "wrapped" by MBIA are also downgraded to
Baa1, except those with higher public underlying ratings.
The downgrade results from four primary factors.  First is Moody's
expectation of greater losses on mortgage related exposure,
reflecting continued adverse delinquency trends.  Second is the
possibility of even greater than expected losses in extreme stress
scenarios, with losses possibly reaching sectors beyond mortgage
related exposures as corporate and other consumer credits face a
more challenging economic environment, and given the leverage
contained in MBIA's sizable portfolio of resecuritization
transactions, including some commercial real estate CDOs.  Third
is Moody's view of the company's diminished business prospects as
reflected in its substantially reduced participation in the
primary financial guaranty market in 2008.  Fourth is the
company's limited financial flexibility.

In its 3Q2008 earnings release, MBIA reported increased case loss
reserves of $961 million related to direct RMBS exposures, and
$66 million in credit-related impairments on credit default swaps
referencing ABS CDOs.  The company's loss reserves on direct
insured RMBS exposures are now broadly consistent with Moody's
revised expectations, while MBIA's credit-related impairments on
ABS CDOs are approximately $1.5 billion below Moody's current
expectations.  The increase in loss reserves has adversely
affected the firm's regulatory capital; at 3Q2008, MBIA's
policyholders' surplus was approximately $3.3 billion and
contingency reserves were approximately $2.9 billion.

MBIA's Baa1 insurance financial strength rating reflects the
rating agency's view that MBIA's aggregate resources (including
statutory contingency reserves and contingent capital) provide a
substantial capital cushion above expected loss levels.  The
company has access to sufficient sources of liquidity to meet the
needs of its asset management business, including the liquidity
needs stemming from investment agreement terminations or
collateral posting requirements, added Moody's.

The recently completed reinsurance of FGIC's municipal portfolio
adds premium income for MBIA during a time of limited new business
activity.  Moody's stated that the developing outlook reflects
both the potential for further deterioration in the insured
portfolio as well as positive developments that could occur over
the near to medium term, including greater visibility about
mortgage performance, the possibility of commutations or
terminations of certain ABS CDO exposures and/or successful
remediation efforts on poorly performing RMBS transactions, as
well as the potential for various initiatives being pursued at the
US federal level to mitigate the rising trend of mortgage loan
defaults. Moody's will continue to evaluate MBIA's ratings in the
context of the future performance of the company's insured
portfolio relative to expectations and resulting capital adequacy
levels, as well as changes, if any, to the company's strategic and
capital management plans.  Should MBIA's capital position
deteriorate materially beyond the effect of a possible $1.5
billion increase in ABS CDO credit-related impairments (in line
with Moody's expected loss estimates), there could be further
negative pressure on the firm's ratings.

                     List of Rating Actions

These ratings have been downgraded, with a developing outlook:

  -- MBIA Insurance Corporation: insurance financial strength at
     Baa1, from A2, and surplus notes at Baa3, from Baa1;

  -- MBIA Insurance Corporation of Illinois: insurance financial
     strength at Baa1, from A2;

  -- Capital Markets Assurance Corporation: insurance financial
     strength at Baa1, from A2;

  -- MBIA UK Insurance Limited: insurance financial strength at
     Baa1, from A2;

  -- MBIA Assurance S.A.: insurance financial strength at Baa1,
     from A2;

  -- MBIA Mexico S.A. de C.V.'s: insurance financial strength at
     Baa1, from A2 (national scale insurance financial strength
     at Aaa.mx, remains under review for possible downgrade);

  -- MBIA Inc.: senior unsecured debt at Ba1, from Baa2,
     provisional senior debt at (P) Ba1, from (P) Baa2,
     provisional subordinated debt at (P) Ba2, from (P) Baa3, and
     provisional preferred stock at (P) Ba3, from (P) Ba1;

  -- North Castle Custodial Trusts I-VIII: contingent capital
     securities at Ba1, from Baa2.

MBIA Inc. provides financial guarantees to issuers in the
municipal and structured finance markets in the United States, as
well as internationally.  MBIA also offers various complementary
services, such as investment management and municipal investment
contracts.


MEGHNA INC: Case Summary and 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Meghna, Inc.
        1850 Lawrenceville Highway
        Lawrenceville, GA 30044

Bankruptcy Case No.: 08-82315

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Denise D. Arnold, Esq.
                  The Arnold Advocacy Group, LLC
                  Bldg. 2 - Suite 200
                  11330 Lakefield Drive
                  Duluth, GA 30097
                  Tel: (770) 814-4187
                  Fax: (770) 814-4186

Total Assets: $1,800,000

Total Debts: $1,351,554

A list of the Debtor's 11 largest unsecured creditors is available
at no charge at:

           http://bankrupt.com/misc/ganb08-82315.pdf


MERRILL LYNCH: S&P Maintains Low-B Ratings on 6 Classes of Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 25
classes of pooled commercial mortgage pass-through certificates
from Merrill Lynch Mortgage Trust 2007-C1.

The affirmed ratings 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 265 loans with an aggregate trust balance of
$4.041 billion, compared with 265 loans totaling $4.050 billion at
issuance.  The master servicers, KeyBank Real Estate Capital and
Wells Fargo Bank N.A., reported financial information for 86% of
the pool.  All of the servicer-provided information was either
full-year 2007 or interim-2008 data.  Based on this data, Standard
& Poor's calculated a weighted average DSC of 1.35x for the pool,
compared with 1.32x at issuance.  The Staples - Dollar Tree loan
($1.7 million), which S&P discuss below, is the only delinquent
loan in the pool and the only loan with the special servicer.  The
trust has not experienced any losses to date.

The top 10 loans have an aggregate outstanding balance of
$1.94 billion (48%).  These loans have a weighted average DSC of
1.30x, compared with 1.28x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 exposures.  Three of the
properties were characterized as "excellent," and the remaining
properties were characterized as "good."

The credit characteristics of the Encanto - SLB Puerto Rico loan
($18 million) were consistent with those of an investment-grade
rated obligation at issuance.  The loan is secured by 18
freestanding KFC and Pizza Hut restaurants in Puerto Rico, and the
properties were 100% occupied as of June 30, 2008.  Standard &
Poor's adjusted value for this loan is comparable to its level at
issuance, and the credit characteristics remain consistent with
those of an investment-grade rated obligation.

KeyBank and Wells Fargo reported a watchlist of 26 loans with an
aggregate outstanding balance of $357 million (9%).  The largest
loan on the watchlist and the ninth-largest loan in the pool is
the 1101 New York Avenue loan ($112.5 million, 3%).  The loan is
secured by a 12-story, 390,994-sq.-ft. office building built in
2006 in Washington, D.C.  The property was not yet fully
stabilized at the time it was put on the watchlist, due to ongoing
free-rent periods for several large tenants.  As of Dec. 31, 2007,
the property reported a DSC of 0.28x.  However, according to the
September 2008 rent roll, the property was 97% occupied, and all
free-rent periods have expired.  Now that the free-rent periods
are over, S&P expects the property to have a DSC of approximately
1.10x. Per Wells Fargo, this loan will be removed from the
watchlist.  The remaining 25 loans on the watchlist have reported
either low occupancies or low DSCs.

The only loan with the special servicer is the Staples-Dollar Tree
loan ($1.7 million), which is 60-plus-days delinquent.  The loan
was transferred to the special servicer, Centerline Capital Group,
on Oct. 7, 2008.  The loan is secured by a 31,942-sq.-ft. retail
building built in 2001 in Searcy, Arkansas, and occupied by
Staples (75% of the net rentable area {NRA}) and Dollar Tree (25%
of NRA).  The borrower has stated that the tenants made several
late lease payments, which led to late payments on the loan.
Centerline and the borrower are in the process of negotiating a
forbearance agreement.  A new appraisal has been ordered.

There are 22 loans ($291.3 million, 7%) in the pool that have
reported DSC of less than 1.0x.  These loans are secured by a
variety of property types with an average balance of $13.2 million
and have experienced an average 23% decline in DSC since issuance.
However, S&P only considers three ($15.2 million, 0.4%) of these
22 loans to be credit concerns.  These three properties have an
average balance of $5.1 million and are secured by retail
properties that have experienced a decline in net cash flow due to
declining occupancies.  The remaining 19 loans generally have low
debt exposure per sq. ft. or have experienced improved occupancy
that S&P anticipates will boost the reported DSC above 1.0x.

Standard & Poor's identified 13 collateral properties
($88.7 million, 2.2%) in areas affected by Hurricane Ike.  Seven
of the properties ($31.9 million, 0.8%) sustained no damage.  Five
properties ($42.8 million, 1.1%) sustained minor damage but have
insurance coverage in place.  One property, Stone Ridge Apartments
($14 million, 0.3%), experienced more substantial damage,
projected to range from $300,000-$500,000, but has insurance
coverage in place.

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

              Merrill Lynch Mortgage Trust 2007-C1
           Commercial mortgage pass-through certificates

             Class      Rating           Credit enhancement
             -----      ------           ------------------
             A-1        AAA                          30.07%
             A-2        AAA                          30.07%
             A-2FL      AAA                          30.07%
             A-3        AAA                          30.07%
             A-3FL      AAA                          30.07%
             A-SB       AAA                          30.07%
             A-4        AAA                          30.07%
             A-1A       AAA                          30.07%
             AM         AAA                          20.05%
             AJ         AAA                          11.78%
             AJ-FL      AAA                          11.78%
             B          AA                            9.65%
             C          AA-                           8.65%
             D          A                             7.52%
             E          A-                            6.39%
             F          BBB+                          5.14%
             G          BBB                           4.13%
             H          BBB-                          3.13%
             J          BB+                           2.76%
             K          BB                            2.38%
             L          BB-                           2.13%
             M          B+                            1.88%
             N          B                             1.63%
             P          B-                            1.50%
             X          AAA                            N/A

                     N/A - Not applicable.


METHODIST HOSPITALS: Downturn Spurs Moody's Rating Cut to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service downgraded Methodist Hospitals' bond
rating to Ba3 from Ba1.  The downgrade affects approximately $72.6
million of rated debt outstanding.  The outlook remains negative.

The two-notch downgrade to Ba3 and the negative outlook reflect
Moody's concern regarding the significant downturn in Methodists'
operating performance through nine months of fiscal year 2008,
continued challenges with physician relations and ongoing
competitive pressures as evidenced by the continued decline in
both inpatient admissions (-1.7%) and surgical volumes (-7.5%),
and pressures on liquidity.

Legal Security: The series 2001 and Series 1996 bonds are secured
by the gross revenue of the Obligated Group (Methodist Hospitals).
Debt service fund maintained. Rate covenant of 1.10 times.

Interest Rate Derivatives: None

                            Strengths

* Recruitment of permanent CEO and CFO with turnaround experience
  and recruitment of permanent CNO and VP of Operations.

* Still leading market share in its primary service area; both
  Methodist hospitals are located in Lake County, Indiana.

* Merrillville campus located in service area with good
  demographics and more favorable payer mix.

* $80 million payment from State of Indiana for prior year
  disproportionate share payments has provided balance sheet
  cushion despite poor operating performance, which has led to
  adequate liquidity measures with 160 days cash on hand and cash
  to debt ratio of 131%.

                            Challenges

* Excluding one time charges, operating losses continue through
  nine months of FY 2008 with an operating margin of -8.8%
  compared to an operating margin of -3.6% through the same time
  period of FY 2007 driven by continued declines in both
  inpatient admissions and surgeries, significant 134% increase
  in bad debt expense due to the termination of the Healthcare
  for the Indigent program which caused those patients that were
  previously classified as Medicaid to be reclassified as either
  Charity Care of Bad Debt, and increase in supply cost; Moody's
  note that a decline in accrued DSH payments in interim FY 2008
  compared to interim FY 2007 also contributed to the weaker
  financial performance.

* Volume trends continue to decline reflecting competition, flat
  population growth, economic challenges in the service area, and
  loss of physicians.

* Challenging demographics with high Medicaid and uninsured
  population (Medicaid represents approximately 20% of gross
  revenue).

* Competition from a number of hospitals, some of which are part
  of larger, financially strong systems and a physician owned
  hospital and long term acute care hospital located one mile
  away from the Merrillville campus.

* Despite liquidity cushion, cash balance is declining at a run
  rate of approximately $3 million per month; management expects
  cash to decline by an additional $14 million to $117 million
  (143 days cash on hand) at fiscal year end 2008.

* Possibility of Methodist having to return the $80 million DSH
  received from the State if any issues arise with CMS even
  though take backs have never occurred.

* Underfunded defined benefit pension plan.

                  Recent Developments and Results

In FY 2008, a turnaround consultant completed its engagement with
Methodist but will remain on board during the transition to a
permanent management team.  A permanent CEO and CFO, both of whom
have turnaround experience, currently are in place and have thus
far filled the positions of Chief Nursing Officer and Vice
President of Operation.

Despite the promising results demonstrated in FY 2007 after the
turnaround consultant implemented several initiatives including a
sizeable reduction in FTE via a voluntary retirement program,
recruitment of physicians of various specialties, and various
revenue cycle initiatives, the new permanent management team faces
significant challenges as they attempt to turn operations.

Inpatient admissions and surgical volumes have continued to erode
in FY 2007 with 19,749 inpatient admissions and 8,446 surgeries
compared to 20,204 inpatient admissions and 9,137 surgeries in FY
2006.  The downward trend has continued through nine month of FY
2008 with 14,666 inpatient admissions and 5,891 surgeries compared
to 14,915 inpatient admissions and 6,370 surgeries through the
same period last year.  Despite the recruitment of over 29
physicians and attempts to improve physician relations, volumes
have continued to slide at a precipitous pace.

The current management team is now meeting with the medical staff
3-4 times per week in an attempt to get physician buy-in.
Management believes that with a permanent management team in
place, more progress can be made to build better relations with
the medical staff and help restore volumes.  Concurrently,
management is continuing to recruit additional physicians to the
medical staff in an effort to address the current competitive
environment that includes other acute care facilities and
physician owned facilities.

In addition to the physician related and competitive issues the
new management team faces, DSH revenues may be at risk of a
significant decrease in FY 2009 as the current program is being
evaluated.  At this point in time, the severity of potential
decrease is not known but management has booked a 40% decline.
Management believes that any change to the DSH program will not
result in the full 40% decline that they are booking.  However,
given the significance of the assumed decline in DSH revenues, it
is imperative that management finds other revenue streams or
expense reductions to offset the decline.

Despite the decline in volumes, net patient revenues grew 8.75%
through nine months of FY 2008 due to the 1) termination of the
Healthcare for the Indigent program in which revenues that were
deducted in prior years are now recorded as bad debt and 2) a 7.5%
charge increase.  Expenses, excluding restructuring and VERP
charges, grew by 14.6% driven mainly by a 134% increase in bad
debt, a 13% increase in supply costs, and an increase in length of
stay.  The surge in bad debt was mainly driven by the termination
of the HCI program.  Patients under this program were categorized
as Medicaid patients but the termination of the program, which
represents approximately $11.6 million in revenue deductions
approximately, led these cases to be categorized as either Charity
Care or Bad Debt and led to the spike in bad debt expense.

As a result, operating performance, excluding one time expenses,
has deteriorated during the interim period with an operating loss
of $19.5 million (-8.8% operating margin) and operating cash flow
margin of $3.1million (1.4% operating cash flow margin) compared
to an operating deficit of $7.3 million (-3.6% operating margin)
and operating cash flow margin of $13.1 million (6.4% operating
cash flow margin) during the same period last year.  Moody's notes
that a decline in accrued DSH payments in interim FY 2008 compared
to interim FY 2007 also contributed to the weaker financial
performance.

Given the current level of performance, management has put
together a preliminary proposal that looks at all aspects of the
organization's operations.  At this point in time, the full effect
of the turnaround proposal is not known, but will be reviewed when
completed.  Given the multitude of areas that need to be
addressed, management will face significant challenges as they
attempt develop and execute their turnaround plan.

Despite continued operating losses, Methodists' liquidity has
increased to $131.0 million (160 days cash on hand) through nine
months of FY 2008 compared to $114.8 million (138 days cash on
hand) at FYE 2007.  The increase in liquidity was due to an
$80 million payment from the State for DSH monies owed from prior
years.  The possibility exists, however, that CMS may ask for the
money back even though this never happened before.  The additional
liquidity affords the organization some cushion as they attempt to
turn operations around but liquidity is declining at a rapid pace.
Since June 30, 2008, unrestricted cash has declined $22.6 million
and management expects cash to decline an additional $14 million
by FYE 2008.  Methodist is currently using its cash balance to
fund operations and capital expenditures, which management says
are necessary investments for future viability.  Through nine
months FY 2008, approximately $25 million has been spent on IT,
new equipment, and some renovations.  Management expects to spend
an additional $5 to $6 million on capital by year end, but expects
capital spending to be minimal (approximately $5 million) in FY
2009.  Even though, Methodist's balance sheet provides some
cushion, if current operating trends continue and the cash balance
continues to decline at the current rate without the receipt of
expected DSH funds in FY 2009 to replenish the balance sheet,
there will be continued downward pressure on the rating.

                             Outlook

The negative outlook reflects Moody's belief that the declining
financial performance through September of 2008 will continue into
FY 2009 as Methodists' new management team attempts to turn
operations around.  Given the scope of challenges that the
organization faces, continued losses will continue to have a
significant negative effect on liquidity cushions

                 What could change the rating -- Up

Turnaround in financial performance and a sustained return to
operating margins generated in past years; volume and market share
improvement.

               What could change the rating -- Down

Continued declines in patient volumes and market share leading to
further deterioration of financial performance; significant debt
increase without commensurate increase in cash flow and liquidity.

                          Key Indicators

Assumptions & Adjustments:

-- Based on financial statements for The Methodist Hospitals Inc.

-- First number reflects management prepared statements ended
   Dec. 31, 2007

-- Second number reflects interim 9-month financial statements
   annualized ended Sept. 30, 2008

-- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 19,749; 19,555

* Total operating revenues: $318.2 million; $295.8 million

* Moody's-adjusted net revenue available for debt service:
  $29.5 million; $11.6 million

* Total debt outstanding: $104.1 million; $99.9 million

* Maximum annual debt service (MADS): $11.2 million;
  $11.2 million

* MADS Coverage with reported investment income: 3.30 times;
  0.61 times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.62 times; 1.04 times

* Debt-to-cash flow: 4.63 times; 21.6 times

* Days cash on hand: 138.4 days; 160.0 days

* Cash-to-debt: 110.4%; 131.1%

* Operating margin: -1.6%; -8.8%

* Operating cash flow margin: 7.0%; 1.4%

Rated Debt (debt outstanding as of Sept. 30, 2008)

-- Series 1996 ($14.3 million outstanding), rated Ba3

-- Series 2001 ($58.1 million outstanding), rated Ba3


MICROISLET INC: Petitions for Restructuring under Chapter 11
------------------------------------------------------------
MicroIslet Inc. filed a voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code.  The company plans
to continue operating the business without interruption as
management focuses on developing and executing on a corporate
restructuring plan.

"During the past 16 months we believe we have made substantial
progress toward the goal of getting the company's lead product,
MicroIslet-P(tm), ready for human clinical trials," said Michael
J. Andrews, chief executive officer of MicroIslet.
"Unfortunately, during that period of time capital markets have
not responded to these advances, and we have not been able to
secure significant funding as a public company.  Our objective now
is to simplify our capital structure in order to attract debtor-
in-possession financing.  These actions are designed to enable us
to complete and file the MicroIslet-P(tm) Investigational New Drug
application (IND) with the FDA, and to emerge from the bankruptcy
proceedings as a private company."

MicroIslet has also filed a series of motions with the Bankruptcy
Court to assure the continuity and stability of the business,
including the payment of wages, and payments to certain critical
vendors. MicroIslet expects operations to continue as usual
throughout the process.

                      About MicroIslet Inc.

Headquartered in San Diego, California, MicroIslet Inc. (OTC:MIIS)
-- http://www.microislet.com/-- is a biotechnology company
engaged in the research, development and commercialization of
technologies in the field of transplantation therapy for people
with conditions requiring cell-based replacement treatments, with
a focus on type 1, or insulin-dependent diabetes.  Islet
transplantation technology, licensed from Duke University, along
with the company's developments, constitutes methods for
isolating, culturing, cryopreservation, and immuno-protection
(microencapsulation) of islet cells.


MONEYGRAM INT'L: Sept. 30 Balance Sheet Upside-Down by $843,264
--------------------------------------------------------------
MoneyGram International, Inc.'s balance sheet at Sept. 30, 2008,
showed total assets of $7,261,049, total liabilities of
$8,104,313, resulting in a stockholders' deficit of $843,264.

MoneyGram reported third quarter 2008 financial results.

For three months ended Sept. 30, 2008, the company reported net
loss of $38,552,000 compared to net loss of $34,292,000 for the
same period in the previous year.

These items affected operating results during the third quarter of
2008:

  -- Fee and other revenue increased 18 % to $286,000,000 in the
     third quarter of 2008 from $242,700,00 in the third quarter
     of 2007, driven by continued growth in money transfer
     (including bill payment) transaction volume.

   -- Global Funds Transfer segment fee and other revenue grew
      18% in the third quarter of 2008, driven by 19% growth in
      money transfer transaction revenue and a 14% growth in money
      transfer transaction volume.

   -- Investment revenue decreased $69,800,00, or 68%, in the
      third quarter of 2008 compared to the third quarter of 2007,
      due to lower yields earned and a decrease in our investment
      balances due to the planned departure of financial
      institution customers.

   -- The company recorded $13,300,000 in net securities losses
      comprised of mark-to-market losses in auction rate
      securities and impairments on other asset-backed securities.
      The recapitalization in March 2008, included funds to cover
      these losses.  Excess unrestricted assets were $369,000,000
      as of Sept. 30, 2008, or $286,000,000 excluding auction rate
      and other asset-backed securities, an increase of
      $20,000,000 from June 30, 2008.

   -- Total commissions expense decreased $29,000,000, or 17%,
      due to lower investment balances and lower official check
      commission rates, partially offset by an increase in fee
      commissions from money transfer transaction growth.

   -- Expenses include a non-cash valuation loss of $47,200,000
      from changes in the fair value of embedded derivatives in
      its preferred stock.

For nine months ended Sept. 30, 2008, the company incurred net
loss of $384,246,000 compared to net loss of $96,490,000 for the
same period in the previous year.

                   About MoneyGram International

Headquartered in Minneapolis, Minnesota, MoneyGram International
Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a global
payment services company.  The company's major products and
services include global money transfers, money orders and
payment processing solutions for financial institutions and
retail customers.  MoneyGram is a New York Stock Exchange listed
company with approximately 157,000 global money transfer agent
locations in 180 countries and territories.


MPC CORP: Files for Chapter 11 Protection
-----------------------------------------
Cade Metz at Channelregister.co.uk reports that MPC Corp. has
filed for Chapter 11 protection in the U.S. Bankruptcy Court for
the District of Delaware.

MPC said that its will continue its operations while it is being
reorganized, according to Channelregister.co.uk.

MPC's CEO John Yeros said in a statement, "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.  We evaluated all strategic alternatives, and
concluded that the filing was necessary at this time."
Channelregister.co.uk acquired Gateway Inc.'s professional
business division in October 2007 for $90 million.

As reported in the Troubled Company Reporter on Oct. 30, 2008, MPC
was notified by the NYSE Alternext US LLC fka American Stock
Exchange that it intends to strike the Common Stock and Warrants
of MPC from the Exchange by filing a delisting application with
the Securities and Exchange Commission.  The dilisting, says
Channelregister.co.uk, took effect on Nov. 4, 2008.

According to Channelregister.co.uk, MPC said it doesn't foresee
any distribution to equity holders in conjunction with the
bankruptcy case.

                          About MPC

MPC Corporation (AMEX: MPZ) -- http://www.mpccorp.com/-- a U.S.
PC vendor since 1991, provides enterprise IT hardware
solutions to mid-size businesses, government agencies and
education organizations.  With its October 2007 acquisition of
Gateway's Professional business, MPC Corporation became the
only top-10 U.S. PC vendor focused exclusively on the
$43 billion Professional PC market.

MPC filed for Chapter 11 protection on Nov. 6, 2008 (Bankr. D.
Delaware Case No. 08-12673).  Richard A. Robinson, Esq., at
Reed Smith LLP, assists the company in its restructuring effort.
The company listed assets of $258.3 million and debts of
$277.8 million.


NATIONAL AMUSEMENTS: Owners Mull Asset Sales
--------------------------------------------
Merissa Marr at The Wall Street Journal reports that the Redstoe
family, which owns National Amusements Inc., are considering asset
sales as part of an urgent restructuring of their $1.6 billion
debt.

As reported in the Troubled Company Reporter on Oct 20, 2008,
Sumner Redstone's National Amusements Inc. said it is negotiating
with its lenders and has created a special committee to conduct
those talks.  National Amusements said that it sold $233 million
worth of stock in Viacom Inc. and CBS Corp. to raise cash to
comply with debt covenants.  Mr. Redstone planned to sell
$400 million, or 20% of his family's of nonvoting stock in Viacom
and CBS.  Los Angeles Times reports that National Amusements said
that it had completed the sale of 17 million of CBS Class B shares
and seven million of Viacom Class B shares, and that it had no
plans to sell additional shares.

Citing people familiar with the source, WSJ relates that Mr.
Redstone may sell the family's stakes in Midway Games Inc. and
slot machine company WMS Industries Inc. as part of a
restructuring.  WSJ states that Mr. Redstone, through National
Amusements, poured $800 million in Midway Games.  According to the
report, Midway Games' value has dropped 97% in the past three
years as it failed to produce new hit games, and the family's
stake is now valued at $46 million.

WSJ reports that Mr. Redstone wpn't be selling any more of the
family's holdings in Viacom Inc. and CBS Corp., after unloading
$233 million of stock when the family discovered its debt problems
in October 2008.  According to WSJ, sources said that advisers are
exploring two other options for asset sales:

     -- a sale of part of the family's movie-theater chain, and
     -- the sale of a stake in National Amusements.

      Michael Redstone's Lawsuit Against National Amusements

WSJ relates that the Massachusetts Supreme Judicial Court revived
part of a claim by Mr. Redstone's nephew, Michael Redstone, that
he was cheated out of shares in National Amusements.  WSJ states
that the court upheld a lower-court ruling that it was too late to
pursue a potentially more lucrative claim of wrongdoing.  A
National Amusements spokesperson said in a statement, "The highest
court in the state affirmed the dismissal of every part of the
suit save for one allegation, which it said that the lower court
had to address first.  Even if the plaintiff could prove this
remaining claim, which the Supreme Court describes as 'a
proposition that seems doubtful,' the Court has essentially capped
the damages at less than $5 million."

                      Shari Redstone's Resignation


According to WSJ, Sumner Redstone's daughter, Shari Redstone, has
resigned as Midway Games' chairperson.  Ms. Redstone said in a
statement that she was resigning from the Midway Games board to
concentrate on her role leading those talks.  WSJ relates that
board member Peter Brown will be Midway Games' new chairperson.

                  About National Amusements, Inc.

National Amusements, Inc., North America's sixth largest theatre
operator is a closely held corporation, that operates more than
1,425 motion picture screens in the U.S., the U.K., Latin America,
is an equal partner in the online ticketing service,
MovieTickets.com and the parent company of Viacom. Viacom is a
leading global media company, with preeminent positions in
broadcast and cable television, radio, outdoor advertising and
online.  With programming that appeals to audiences in every
demographic category across virtually all media, the company is a
leader in the creation, promotion and distribution of
entertainment, news, sports, music and comedy. Viacom's well-known
brands include CBS, MTV, Nickelodeon, VH1, BET, Paramount
Pictures, Viacom Outdoor, Infinity, UPN, Spike TV, TV Land, CMT:
Country Music Television, Comedy Central, Showtime, Blockbuster,
and Simon & Schuster.


OPTI CANADA: S&P Puts 'BB-' Rating on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' long-term
corporate credit, 'BB+' secured term loan, and 'BB+' secured
revolving credit facility ratings on Calgary, Altanta-based OPTI
Canada Inc. on CreditWatch with negative implications.  This
follows a review of OPTI's tight liquidity situation and concerns
regarding execution risk in bringing the upgrader online.  The
recovery rating of '1' on the term loans and revolving credit
facility is unchanged.

"The CreditWatch placement reflects OPTI's weak liquidity position
and very real risk of violating its covenants on its revolving
credit facilities should there be start-up problems with the
upgrader or bitumen production does not ramp up to expected levels
in first-quarter 2009," said Standard & Poor's credit analyst
Jamie Koutsoukis.  "Under this scenario, a downgrade is highly
likely," Ms. Koutsoukis added.

The ratings on OPTI reflect the company's high leverage,
constrained liquidity, expected weak coverage metrics; and the
Long Lake project's execution risk. Somewhat mitigating these
constraints are the above-average reserve life index of its oil
sands leases; an expected stable production profile with
negligible finding costs; and the forecast competitive netbacks
and reduced natural gas fuel requirements associated with the
patented OrCrude upgrading process.

S&P will resolve the CreditWatch when S&P has greater clarity
regarding the upgrader's startup and operating viability, and
OPTI's ability to meet its interest and borrowing commitments.
Should there be problems with the upgrader or OPTI's ability to
service its debt commitments becomes further strained, S&P will
lower the ratings.


PHARMACEUTICAL ALTERNATIVES: Case Summary & 20 Largest Creditors
----------------------------------------------------------------
Debtor: Pharmaceutical Alternatives, Inc.
        dba Three Rivers Infusion and Pharmacy Specialists
        dba Three Rivers Option Care
        dba Midwest Infusion Services
        dba Holzier Infusion Services
        238 Main Street
        Coshocton, OH 43812

Bankruptcy Case No.: 08-60905

Chapter 11 Petition Date: November 5, 2008

Type of Business: The Debtor sells food supplements.
                  See: http://www.pharmaceuticalalternatives.com/

Court: Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: David M. Whittaker, Esq.
                  dwhittaker@bricker.com
                  Bricker & Ecker LLP
                  100 South Third Street
                  Columbus, OH 43215-3374
                  Tel: (614) 227-2355
                  Fax: (614) 227-2390

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Option Care Inc.               agreement         $440,000
485 Half Day Road, Suite 300
Buffalo Grove, IL 60089

Medtronic                                        $168,617
800 53rd Ave., NE
Minneapolis, MN 55421
Tel: (800) 636-7627

Novis Pharmaceutical LLC       purchases         $128,851
5000 SW 75 Ave., Suite 12
Miami, FL 33155
Tel: (800) 809-2308

Baxter Laboratories            supplies          $21,4556

Oles & Associates LLC          services          $93,960

Pomerene Burns & Skelton       legal fees        $93,162

Anthem BCBS OH Group           health insurance  $86,429

Ohio Department of Taxation    tax               $77,885

Integrated Medical Systems     supplies          $63,000

Emeradl Health Network         billing           $40,339

Roetzel & Andress              legal fees        $39,961

City of Coshocton              tax               $39,912

Ohion Bureau Workers           compensation      $30,667
Compensation

BP Oil Company                 Fuel Cards        $30,000

Jacobs Vananman Agency Inc.    insurance         $24,364

Speedway Superamerica          cards             $13,191

MW Motors Inc.                 auto repair       $11,331

WTNS Radio                     advertising       $9,653

Medical Technology Resources   supplies          $9,233

Ohio Department of Jobs        compensation      $8,373
and Family Svcs.


PILGRIM'S PRIDE: Appoints Snyder as Chief Restructuring Officer
---------------------------------------------------------------
Pilgrim's Pride Corporation appointed William K. Snyder, managing
partner of CRG Partners Group, LLC in Dallas, as chief
restructuring officer. In this new position, Mr. Snyder will
assist the company in capitalizing on cost reduction initiatives,
developing restructuring plans and exploring opportunities to
improve its long-term liquidity. He will report to the board of
directors of Pilgrim's Pride or a committee of the board.

"William is a seasoned veteran with more than 25 years of
experience in helping companies in a wide variety of industries --
including foodservice, restaurants and retailing -- realign their
businesses to meet new challenges," said Clint Rivers, president
and chief executive officer. "He will play an integral role in
working with our outside advisors and lenders on a business and
restructuring plan that addresses the financial and operational
challenges currently facing Pilgrim's Pride."

                      About Pilgrim's Pride

Based in Pittsburg, Texas, Pilgrim's Pride Corporation (NYSE: PPC)
-- http://www.pilgrimspride.com/-- is the largest chicken company
in the United States and Puerto Rico and the second-largest in
Mexico.  Pilgrim's Pride employs approximately 50,000 people and
operates 35 chicken processing plants and 11 prepared-foods
facilities.  Pilgrim's Pride products are sold to foodservice,
retail and frozen entree customers.  The Company's primary
distribution is through retailers, foodservice distributors and
restaurants throughout the United States and Puerto Rico and in
the Northern and Central regions of Mexico.

As reported by the Troubled Company Reporter, the company said
October 27, 2008, that it has reached an agreement with its
lenders to extend the temporary waiver under its credit facilities
through November 26, 2008.  Lenders have also agreed to provide
continued liquidity under credit facilities during this same
period in accordance with the terms of the waiver agreements.
Pilgrim's Pride also announced that the company intends to
exercise its 30-day grace period in making the $25.7 million
interest payment due November 3, 2008, on its 7-5/8% Senior Notes
and 8-3/8% Senior Subordinated Notes.

The company has retained Lazard as its investment banker to
provide strategic advice regarding refinancing and
recapitalization opportunities and Bain Corporate Renewal Group to
work with management on a range of strategic issues and
operational improvements.


PINE TREE I: Moody's Junks Rating on $4 Mil. Floating Rate Notes
----------------------------------------------------------------
Moody's Investors Service downgraded its rating on Pine Tree I -
Credit Derivative Transaction - Series 2005-2 (Reference: PS252):

Class Description: $4,000,000 Secured Floating Rate Credit Linked
Notes due 2012, Series 2005-2

  -- Prior Rating: B1
  -- Prior Rating Date: May 14, 2008
  -- Current Rating: Caa1

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to
Washington Mutual Inc., which was seized by federal regulators on
Sept. 25, 2008 and subsequently virtually all of its assets were
sold to JPMorgan Chase.


PJG DEVELOPMENT: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: PJG Development, S.E.
        PO Box 366824
        San Juan, PR 00936-6824

Bankruptcy Case No.: 08-07570

Chapter 11 Petition Date: November 7, 2008

Type of Business: The Debtor engages in the real estate and
                  investment business.

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  cacuprill@aol.com
                  Charles A. Cuprill, PSC Law Office
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

Estimated Assets: $0

Estimated Debts: $25,981,774

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
WeternBank                     loan              $25,981,774
268 Munoz Rivera Ave.
Suite 502
San Juan, PR 00918


PULSAR PUERTO: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pulsar Puerto Rico, Inc.
        aka Diamond Palace Hotel & Casino
        55 Condado Avenue
        PO Box 13637
        San Juan, PR 00908
        Tel: (787) 721-0810

Bankruptcy Case No.: 08-07557

Chapter 11 Petition Date: November 7, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jerry L. Hall, Esq.
                  jerry.hall@pillsburylaw.com
                  Pillsbury Winthrop Shaw Pittman LLP
                  2300 N Street, N.W.
                  Washington, DC 20037
                  Tel: (202) 663-8086
                  Fax: (202) 663-8007

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wilfredo Rodriguez Flores      loan              $4,000,000
55 Condado Avenue
PO Box 13637
San Juan, PR 00908
Tel: (787) 721-0810
Fax: (787) 725-7895

Departmento de Haciendo         trade vendor     $2,500,000
Edificio Intendente Ramirez
#10 Paseo Covadonga
Piso 4, Oficina 404
San Juan, PR
Tel: (787) 721-1110
Fax: (787) 768-4150

Autoridad de Energia            trade vendor     $1,139,825
Electrica de Puerto Rico
PO Box 33508
San Juan, PR 00936-3508
Tel: (787) 289-3434
Fax: (787) 289-4120

Internal Revenue Service        taxes            $850,806
Kansas City, MO 64999-0202
Tel: (800) 829-0115
Fax: (215) 516-2555

Banco Santander de Puerto       loan             $570,197
Rico

Corporacion del Fondo Del       trade vendor     $246,036
Seguro de Estado

Atlantic City Coin and Slot     trade vendor     $242,647
Service Co.

Departmento del Trabajo y       trade vendor     $136,000
Recurso Humanos

Municipio de San Juan           trade vendor     $71,985

Autoridad de Acueductos y       trade vendor     $38,588
Alcantarillados

Gastronomical Workers Union     trade vendor     $42,009

Centro de Recaudacion de        trade vendor     $21,700
Ingresos Municipales

The American Society of         trade vendor     $12,894
Composes, Authors and
Publishers

Arnaldo Castro                  trade vendor     $7,500

Centennial de Puerto Rico       trade vendor     $6,177

One Link Communications         trade vendor     $6,031

Claro                           trade vendor     $4,931

ADP Inc.                        trade vendor     $3,846

Puerto Rico Telephone           trade vendor     $3,522


REALOGY CORP: S&P Junks Corporate and Issue-Level Rating From 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Realogy Corp. by two notches.  The
corporate credit rating was lowered to 'CCC' from 'B-' and the
rating outlook is negative.

At the same time, S&P placed the issue-level ratings for the
company's secured debt (now 'B-') and senior unsecured debt (now
'CCC') on CreditWatch with negative implications, pending the
completion of S&P's recovery analysis.  (The 'CCC' corporate
credit rating and 'CC' subordinated debt rating were not placed on
CreditWatch.)

"The downgrade reflects S&P's expectation that Realogy's ability
to service its current capital structure over the intermediate
term will be challenged," said Standard & Poor's credit analyst
Emile Courtney.

With the expectation for worsening credit measures over the
intermediate term (leverage was very high at about 14x and total
interest coverage was 0.8x in the 12 months ended September 2008),
S&P believes the probability has increased meaningfully of Realogy
undertaking significant transactions that S&P could deem as
distressed exchanges.  While S&P has no specific knowledge of any
recapitalization plan, S&P believes that a recap will likely take
place.

This is notwithstanding S&P's continued expectation that demand
for Realogy's services will eventually recover given the company's
strong residential real estate brokerage brands and good market
position.  S&P also continues to believe that the company's owner,
Apollo Management L.P., has near-term economic incentives to
contribute equity in order to provide a cure in the event of a
potential covenant violation.

S&P's conclusion that Realogy may not be able to service its
capital structure over the intermediate term reflects recent
events affecting financial markets that heighten S&P's concern
about the lack of a meaningful near-term catalyst for sustained
recovery in the U.S. residential real estate market.  In the
September 2008 quarter, transaction sides were down 15% in the
company's franchising business and 10% in the owned brokerage
business, and home prices declined 7% and 12%, respectively.
Prospects for moderating sides and price declines in the December
2008 quarter (which S&P had previously expected) and the first
half of 2009 have worsened due to a significant disruption to
mortgage markets and increased uncertainty about transaction
activity over at least the next several quarters.  Year-over-year
EBITDA declines of 18%, to $188 million, in the September 2008
quarter, and 38% in the nine months ended September 2008.  In the
12 months ended September 2008, S&P's measure of EBITDA was
$515 million (S&P's measure excludes charges that in S&P's view
are nonrecurring, but does not exclude restructuring charges,
Apollo's management fee, noncash charges related to an increase in
allowance for doubtful accounts and reserves for development
advance notes and promissory notes, and proceeds from the WEX
contingent asset).

EBITDA coverage of total interest expense (including one
$30 million semi-annual interest payment in kind on the company's
senior PIK toggle notes and interest expense related to
securitization debt, both which must be covered to sustain the
current capital structure) was 0.8x at September 2008, and total
leverage (including securitization debt) was about 14x.  Realogy
would need to increase S&P's measure of EBITDA by more than 10%
from current levels to fully cover total interest expense
(including the PIK interest), whereas S&P believe that EBITDA
could continue to decline at a 20% rate or more over the next
several quarters.  Neither a return to paying cash interest on the
senior PIK toggle notes nor permanent debt repayment is likely
over the next year or more.


RELIANT ENERGY: To Stop Selling Electricity to Big Texas Firms
--------------------------------------------------------------
Rebecca Smith at The Wall Street Journal reports that Reliant
Energy Inc. said it will stop selling electricity to large
businesses.

WSJ relates that Reliant Energy had been relying on Merrill Lynch
& Co.'s solid credit rating and liquidity in funding the deals,
but the company's CEO Mark Jacobs said that the credit market
crisis is ending the arrangement.  As reported in the Troubled
Company Reporter on Nov. 3, 2008, Reliant Energy said that Merrill
Lynch agreed to extend the waiver period from October 31 through
Nov. 6, 2008.  On Sept. 29, 2008, Reliant Energy had entered into
a letter agreement with Merrill Lynch to take steps to end the
credit-enhanced retail structure with Merrill Lynch.  The letter
agreement also waived compliance with the minimum adjusted EBITDA
covenant in the $300 million retail working capital facility with
Merrill Lynch through
Oct. 31, 2008.

According to WSJ, Reliant Energy said that doing business with
those companies is barely profitable.  WSJ states that tightening
credit markets resulted in an increase the collateral requirement
for power-purchase contracts, making the business less appealing.
Reliant Energy, according to the report, said that its biggest
clients, with 89,000 metered locations, are responsible for 70% of
"collateral postings" but only 30% of profits, compared to small
customers.

Reliant said that it would continue to sell electricity to
residential and small business clients in Texas, WSJ reports.

But credit market turmoil is ending the arrangement, said Reliant
chief executive Mark Jacobs.

Headquartered in Houston, Texas, Reliant Energy Inc. (NYSE: RRI) -
- http://www.reliant.com/-- provides electricity and energy
services to retail and wholesale customers in the United States.
In Texas, the company provides service to nearly
1.9 million retail electricity customers, including residential
and small business customers and commercial, industrial,
governmental and institutional customers.  Reliant also serves
commercial, industrial, governmental and institutional customers
in the PJM, Pennsylvania, New Jersey and Maryland market.

The company is an independent power producers in the nation with
approximately 16,000 megawatts of power generation capacity across
the United States.  These strategically located generating assets
utilize natural gas, fuel oil and coal.

                            *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Troubled Company Reporter on Oct. 8, 2008, Standard & Poor's
Ratings Services lowered its corporate credit rating on Reliant
Energy Inc. and its subsidiaries to 'B+' from 'BB-'.  The outlook
is stable.


RESIDENTIAL CAPITAL: S&P Cuts CC Rating to 'CCC-'
-------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on GMAC LLC to 'CCC' from 'B-'.  At the
same time, S&P lowered S&P's long-term counterparty credit rating
on GMAC's subsidiary, Residential Capital LLC, to 'CCC-' from
'CCC+'.  The ratings on GMAC were removed from CreditWatch
Negative where they were placed Oct. 9, 2008.  The outlooks for
GMAC and Residential Capital LLC are negative.

"The ratings actions follow the companies' third-quarter earnings
release that indicates continued intense financial stress at both
entities," said Standard & Poor's credit analyst John K. Bartko,
C.P.A.  GMAC's consolidated $2.5 billion loss for the quarter was
driven largely by Residential Capital LLC's loss ($1.9 billion).
GMAC, absent Residential Capital LLC, continues to be pressured in
its core auto finance business by elevated provisioning and
overall weak economic conditions.  Additionally, as demand for car
and truck products wanes, so have residual values.  This has led
to additional lease impairments.  Furthermore, Residential Capital
LLC represents a significant economic burden for GMAC.  S&P does
not anticipate the financial pressure at Residential Capital LLC
dissipating in the intermediate term.  Therefore, a strategic
solution appears the only option within this time frame.

In the mortgage business, losses have placed Residential Capital
LLC perilously close to its tangible net-worth covenant limit with
a $100 million cushion (the calculation of which excludes GMAC
Bank).  As indicated in the quarterly disclosure, Residential
Capital LLC's status as a going concern is in "substantial doubt"
absent economic support from GMAC.  Deleveraging is now less of an
option as asset sales result in losses that threaten the tangible
net worth covenant, and broader economic and housing-related
trends are not currently accommodative.  Compounding this issue
are  dearth of revenue opportunities and the negative impact of
foreign currency exposures.  The company is now examining other
options for reducing risk and enhancing capital.

GMAC is considering various options, including applying for status
as a bank holding company, a potential debt exchange, and
accessing federal liquidity programs where possible.  It is
unclear as to the likelihood of achieving any of these
alternatives, or if any of them would lead to financial stability
for GMAC or Residential Capital LLC.

The negative outlooks on GMAC and Residential Capital LLC reflect
the dire situation for both entities.  Aside from fundamental
concerns, if GMAC employs a debt exchange that S&P deems to be a
distressed exchange, S&P would lower S&P's rating on GMAC to 'SD'.
Residential Capital LLC's status as an ongoing concern as
explicitly acknowledged in GMAC's earnings presentation is highly
contingent on support from GMAC.


ROC PREF. III: S&P Withdraws D Rating on Preferred Shares
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on ROC
Pref. III Corp.'s preferred shares to and removed them from
CreditWatch with negative implications, where they were placed
Sept. 25, 2008.  The rating action is in response to the issuer's
press release indicating that it was suspending the dividend on
the issue of preferred shares.

In addition, at the request of the issuer, Standard & Poor's has
withdrawn the ratings on the preferred shares.

                        Ratings List

       Ratings Lowered And Removed From CreditWatch Negative
                     ROC Pref III Corp.

                          To         From
                          --         ----
Preferred shares
----------------
Global scale             D            B+/Watch Neg
Canada scale             D            P-4(High)/Watch Neg

                     ROC Pref III Corp.

                          To         From
                          --         ----
Preferred shares
----------------
Global scale             NR           D
Canada scale             NR           D


ROYAL CARIBBEAN: S&P Puts 'BB+' Ratings on Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Miami,
Florida-based Royal Caribbean Cruises Ltd. on CreditWatch with
negative implications, including the 'BB+' corporate credit rating
and the 'BB+' issue-level rating on the company's senior unsecured
debt.

"The CreditWatch listing reflects S&P's concerns that the pullback
in consumer discretionary spending, which has intensified in
recent weeks, will result in meaningfully weaker net revenue
yields over the next few quarters to the point that EBITDA growth
in 2009 will be limited," said Standard & Poor's credit analyst
Ben Bubeck.

Given 2009 scheduled capital expenditures of $2 billion, credit
metrics, including leverage (adjusted for operating leases and
port commitment fees), would likely decline to levels not
supportive of the current 'BB+' corporate credit rating in this
scenario.

In resolving the CreditWatch listing, S&P will assess current
operating conditions and reconsider S&P's forecast for 2009 and
beyond, and its impact on Royal Caribbean's credit metrics.  If a
rating downgrade is the ultimate conclusion of S&P's review, it
would likely be limited to one notch.


SPRINT NEXTEL: S&P Ratings Unaffected by Sr. Facility Amendment
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Overland Park, Kansas-based wireless carrier Sprint
Nextel Corp. (BB/Stable/--) are not affected by the company's
amendment of its senior unsecured credit facility.  The amendment
loosens the total leverage covenant to 4.25x from 3.5x until the
2010 maturity, adds certain domestic subsidiaries as guarantors,
and includes a covenant that restricts the payment of cash
dividends until certain conditions are met.  The amendment also
reduces the size of the facility to $4.5 billion from $6 billion.
Simultaneously, Sprint Nextel paid down $1 billion under the
facility.  On a pro forma basis, the company has about $3 billion
of cash and $1.3 billion of availability under the revolver and
manageable near-term maturities.

While the amendment provides near-term covenant relief, Sprint
Nextel is still experiencing weak operating performance,
characterized by its ongoing subscriber losses, elevated post-paid
churn of about 2.2%, and declining average revenue per user.
These factors have resulted in lower revenue and EBITDA
profitability, which fell 12% and 37% year over year,
respectively, as of the third quarter of 2008.  S&P expects that
operating and financial results will remain under pressure in the
intermediate term, resulting in higher leverage in 2009 from 3.5x
as of the 2008 September quarter, which is adjusted for operating
leases and is not included in the covenant calculation.


STORM CAT: Affiliates Files Chapter 11 Protection in Colorado
-------------------------------------------------------------
Storm Cat Energy Corporation reported that all of its U.S.
subsidiaries filed for a voluntary petition for reorganization
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Colorado.

Storm Cat Energy Corporation was not included in the U.S.
bankruptcy filing, nor did it file an application for creditor
protection under the Companies' Creditors Arrangement Act in
Canada.

Storm Cat is in negotiations with its existing lenders to secure
sufficient debtor-in-possession financing.  Under Chapter 11, and
assuming the DIP financing negotiations are successful, Storm Cat
expects it will continue, without undue interruption, its
operations in the ordinary course of business, and intends to file
a reorganization plan with the U.S. Bankruptcy Court soon as
practicable.

The company has engaged Parkman Whaling LLC for the purpose of
assisting the company in exploring strategic business alternatives
well as Alvarez & Marsal, a turnaround and restructuring firm, for
the purpose of assisting the company with its restructuring
efforts.

                About Storm Cat Energy Corporation

Based in Alberta, Canada, Storm Cat Energy Corporation --
http://www.stormcatenergy.com/-- is engaged in the exploitation,
development and production of crude oil and natural gas with focus
on unconventional natural gas resources from coal seams, fractured
shales and tight sand formations.  The company's estimated proved
reserves as of Dec. 31, 2007, were 44.5 billion cubic feet of
natural gas of natural gas.  All of the drilling activities are
conducted on a contract basis with independent drilling
contractors.  The company's principal product is natural gas.  The
principal markets are natural gas marketing companies, utilities
and industrial or commercial end-users.


STURGIS IRON: Files Amended Plan and Disclosure Statement
---------------------------------------------------------
Sturgis Iron & Metal Co. Inc. delivered to the Hon Jeffrey Hughes
of the United States Bankruptcy Court for the Western District of
Michigan a second amended Chapter 11 plan of liquidation and a
second amended disclosure statement explaining the plan.

A hearing is set for Nov. 20, 2008, at 1:00 p.m., to consider the
adequacy of the disclosure statement.  Objections, if any, are due
Nov. 7, 2008.

The plan contemplates the payment of cash on hand to the Debtor's
creditors, creation of a liquidation trust and appointment of a
liquidating trustee.  The plan will be funded by (i) cash on
hand, (ii) proceeds of any assets of the estate; and (iii)
proceeds from causes of action.

The plan classifies interests against and liens in the Debtors in
seven classes.  The classification of interests and claims are:

   Class    Type of Claim
   -----    -------------
   I        Secured Claim of the lenders
   II       Fifth Third Secured Claim
   III      Secured Claims
   IV       Administrative Expense Claims
   V        Priority Claims
   VI       Unsecured Claims
   VII      Equity Interests

Under the plan, among other things, unsecured creditor will
receive in cash from the proceeds of all assets of the estate
remaining after all valid claims are paid.  All proceeds due to
the creditors will be deposited into the liquidation trust.  If
funds are not enough, creditors will get a pro rata share from
cash available to pay their claim.

Unsecured creditors are entitled to vote for the Debtor's plan.

According to Bloomberg News, the Debtor is asking the Court for
authority to use cash collateral for its operations until January
2009.  PNC Financial Services Group Inc. allowed the Debtor to use
cash in turn for a $4.2 million payment of its loan, the report
says.  The Debtor will pay the payments citing a cash reserve of
$9 million, the report notes.

A full-text copy of the Debtor's Second Amended Disclosure
Statement is available for free at

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

A full-text copy of the Debtor's Second Amended Chapter 11 Plan of
Liquidation is available for free at

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

                       About Sturgis Iron

Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc. sells
ferrous metal scrap & waste in wholesale.  It also manufactures
secondary nonferrous metals, and provides pre-finishing iron or
steel processes services, finishing metal processing services, and
smelting metal services.  The company filed for chapter 11
protection on Apr. 4, 2008 (Bankr. W.D. Mich. Case No. 08-02966).
Jay L. Welford, Esq., Judith Greenstone Miller, Esq., Paige Barr,
Esq., Paul R. Hage, Esq. and Richard E. Kruger, Esq., at Jaffe
Raitt Heuer & Weiss, P.C. represent the Debtor in its
restructuring efforts.  The Debtor selected Kurtzman Carson
Consultants LLC as claims agent.  The U.S. Trustee for Region 9
appointed an Official Committee of Unsecured Creditors in this
case.  The Committee proposed Winston & Strawn LLP as its counsel.
As reported in the Troubled Company Reporter on May 13, 2008, the
Debtor's summary of schedules shows total assets of $23,363,626
and total debts of $96,346,739.


SUENO DEL RIO: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Sueno Del Rio Entcantado, Inc.
        P.O. Box 366824
        San Juan PR 00936-6824

Bankruptcy Case No.: 08-07566

Chapter 11 Petition Date: November 7, 2008

Type of Business: The Debtor is an investment company.

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  cacuprill@aol.com
                  Charles A. Cuprill, PSC Law Office
                  356 Calle Fortaleiza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

Total Assets: $0

Total Debts: $25,981,774

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
WeternBank                     loan              $25,981,774
268 Munoz Rivera Ave.
Suite 502
San Juan, PR 00918


SUNCAL BICKFORD: Halts 2,000 Home Dev't in Northern California
--------------------------------------------------------------
Los Angeles Times reports that SunCal Cos. has temporarily stopped
its Bickford Ranch housing development planned for Northern
California.

LA Times relates that SunCal Cos. hasn't built any house at
Bickford Ranch.

As reported in the Troubled Company Reporter on Nov. 10, 2008,
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.

LA Times relates that the filing excludes SunCal Cos.

According to LA Times, the 2,000-home project in the Sierra
foothills of Placer County was to be funded by Lehman Bros.
Holdings Inc.  Citing SunCal Cos. spokesperson David Soyka, LA
Times relates that the failure of Lehman Bros. "has created a
situation that stands in the way of any new capital coming into
the project.  Without additional funds, we cannot complete
infrastructure elements, implement storm water control measures,
care for seedlings and generally maintain the property."

Mr. Soyka said that the Chapter 11 filing will allow another
lender to come into the project at some point in the future, LA
Times reports.

Associated Press relates that SunCal Bickford owes $3.4 million to
its 20 largest unsecured creditors.

                      About SunCal Bickford

SunCal Bickford Ranch LLC is a partnership connected to Irvine
developer SunCal Cos. that is developing a 1,942-acre community
between Lincoln and Penryn.  SunCal Bickford, according to
Trollerbk.com, is a single asset real estate company.

Palmdale Hills Property LLC, together with 13 affiliates including
SunCal Bickford, 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.

Trollerbk.com says that SunCal Bickford listed assets of
$100 million to $500 million and liabilities of $1 million to
$100 million.

                       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.


TAL-PORT INDUSTRIES: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Tal-Port Industries, LLC
        2003 Gordon Avenue
        Yazoo City, MS 39194

Bankruptcy Case No.: 08-03412

Chapter 11 Petition Date: November 3, 2008

Type of Business: The Debtor makes and sell auto-parts and
                  accessories.

                  See: http://www.talport.com/

Court: Southern District of Mississippi (Jackson Divisional
       Office)

Judge: Neil P. Olack

Debtor's Counsel: Derek A. Henderson, Esq.
                  d_henderson@bellsouth.net
                  Derek A. Henderson Attorney At Law
                  111 E. Capitol St., Ste. 455, Suite 455
                  Jackson, MS 39201
                  Tel: (601) 948-3167

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
James W. Hood                                    $16,156,097
PO Box 4931
Atlanta, GA 31193-3751

MS Band of Choctaw Indians                       $5,950,000
dba Chahta Enterprise
1600 N. Pear St.
Carthage, MS 39051

Offshore International LLC                       $3,500,000
8350 East old Vail Road
Tucson, AZ 85747-9197

Aeronaves                                        $1,140,778
Santo Domingo
D.N., Dominican Republic
00009-9999

Entrada Group                                    $200,000

The Logistic Group LLC                           $166,672

Sumitomo Wiring Systems Inc.                     $164,736

Power & Signal Group                             $119,401

Osram Sylvannia                                  $100,681

The ILS Company                                  $83,777

UPS                                              $83,520

Deutsch Industrial Products                      $70,265

Conway Mackenzie & Dunleavy                      $61,171

Focus Business Solutions                         $61,312

Infor Global Solutions                           $61,193

Ladd Industries Inc.                             $58,769

Greening Management Systems Inc.                 $56,074

Southwestern Motor Transport Inc.                $55,313


TEXAS STATE HOUSING: Moody's Puts 'C' Ratings on Revenue Bonds
--------------------------------------------------------------
Moody's Investors Services downgraded the rating on Texas State
Affordable Housing Corporation, Multifamily Housing Revenue Bonds
(Ashton Place and Woodstock Apartments Project) Senior Series
2001A to C from Caa3 and affirmed C rating on outstanding Series
2001C and Series 2001D bonds.  This rating action affects
$8,665,000 outstanding Series 2001A bonds, $1,025,000 outstanding
Series 2001C bonds and $1,025,000 outstanding Series 2001D bonds.

                        Material Events

Management reports that due to the recent Hurricane Ike, Ashton
Place Apartments have sustained significant damages and will
require major storm renovation.  The property has been evacuated
and is currently vacant.  The Trustee has not yet received
insurance claim proceeds from Ashton Place Apartments and there is
no clarity as to the expected recovery on the insurance claim.
Woodstock Apartments project was sold at a substantial loss in
foreclosure sale on Sept. 2, 2008.  The Trustee reports the
current Revenue Fund balance of approximately $2.4 million, which
includes the foreclosure proceeds from the sale of the Woodstock
Apartments.


TIERS GEORGIA: Moody's Junks Rating on $20 Mil. Floating Certs.
---------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Tiers Georgia 2006-1:

Class Description: $20,000,000 TIERS Georgia Floating Rate Credit
Linked Trust Certificates, Series 2006-1

  -- Prior Rating: B1
  -- Prior Rating Date: July 7, 2008
  -- Current Rating: Caa1

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to
Washington Mutual Inc., which was seized by federal regulators on
Sept. 25, 2008 and subsequently virtually all of its assets were
sold to JPMorgan Chase, and Fannie Mae which was placed into the
conservatorship of the U.S. government on Sept. 8, 2008.


TIERS GEORGIA: Moody's Puts 'B2' Ratings on 2 Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service downgraded its ratings on TIERS Georgia
Credit Linked Trust, Series 2007-21:

Class Description: $11,000,000 Class A TIERS Georgia Credit Linked
Trust Certificates

  -- Prior Rating: A1
  -- Prior Rating Date: Feb. 5, 2008
  -- Current Rating: B2

Class Description: $13,000,000 Class B TIERS Georgia Credit Linked
Trust Certificates

  -- Prior Rating: A1
  -- Prior Rating Date: Feb. 5, 2008
  -- Current Rating: B2

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on Sept. 15, 2008, and Landsbanki
Islands hf, for which a receivership committee was appointed on
Tuesday, Oct. 7, 2008.


TLC VISION: Revenue Decline Prompts S&P's 'CCC' Rating
------------------------------------------------------
Standard & Poor's Ratings Services lowered the rating on
Mississauga, Ontario, Canada-based TLC Vision Corp., the parent of
TLC Vision (USA) Corp., to 'CCC' from 'B-'.  The outlook remains
negative.  This action reflects the dwindling cushion on
the company's covenants for its credit facility, because of the
significant decline in revenue highlighting very weak demand for
refractive surgery.

Although TLCV should be in compliance for third-quarter 2008, S&P
expects the cushion on its most restrictive covenant, debt
leverage, to be extremely tight.

S&P's rating on TLCV reflects the likelihood that the operator of
laser vision correction centers will breach its covenants in the
next few quarters, and the uncertainty that it can amend its
credit facility, given its operating challenges combined with
difficult capital market conditions.  The company's concentration
in economically sensitive discretionary vision correction
procedures, and lack of geographic diversity (primarily U.S.
provider), overshadow its stability due to its eye care services,
which medical insurance covers (now about 40% of revenue).

"The negative outlook reflects the possibility that the company
may breach covenants in the next few quarters, possibly leading to
a default if it cannot negotiate new terms with its lender group,"
noted Standard & Poor's credit analyst Cheryl E. Richer.
Tightening covenants every quarter, coupled with a very weak
operating environment, make covenant compliance highly challenging
in the near term, given the already-thin compliance cushion.  The
increased weakening of the U.S. economy does not bode well for a
quick reversal of current trends.

"However, successful management initiatives to cut costs or drive
revenue growth, or a loosening of currently tight covenants, at
reasonable terms to a minimum of 20% cushion, could result in a
higher rating," she continued.


TRIBUNE CO: Posts $124MM 3rd Quarter Loss From Continuing Ops
-------------------------------------------------------------
Tribune Co. reported a third quarter 2008 loss from continuing
operations of $124 million compared with income from continuing
operations of $84 million in the third quarter of 2007.

Tribune also reported income from discontinued operations of
$3 million in the third quarter of 2008 compared with income from
discontinued operations of $69 million in the third quarter of
2007.

"We are operating in an exceptionally difficult financial and
economic environment," commented Sam Zell, Tribune chairman and
CEO.  "The newspaper industry continues to see extraordinary
declines in ad revenues, and Tribune is no exception.  But, we
continue to aggressively pursue our operating strategy, and to
tightly manage the factors that are within our control.
Internally, we have established momentum on developing new
initiatives and our culture now reflects that focus and mindset."

    THIRD QUARTER 2008 RESULTS FROM CONTINUING OPERATIONS
                (Compared to Third Quarter 2007)

CONSOLIDATED

Tribune's 2008 third quarter operating revenues decreased 10
percent, or $122 million, to $1 billion.  Consolidated cash
operating expenses were up 6 percent, or $57 million.  Operating
cash flow decreased 67 percent to $90 million in the 2008 quarter
from $268 million in the 2007 quarter, while operating profit
declined 83 percent to $37 million from
$217 million.

Third quarter cash operating expenses and operating cash flow
included the following items:

     -- A charge of $45 million for severance and special
        termination benefits in the 2008 quarter, compared with
        a charge for severance of $4 million in the 2007
        quarter.

     -- A charge of $25 million in the 2008 quarter for the
        write-off of certain capitalized software application
        costs.

     -- A charge of $3 million for stock-based compensation
        related to the company's new management equity
        incentive plan in the 2008 quarter, compared with a
        charge of $7 million for stock-based compensation
        expense in the 2007 quarter.

     -- A charge of $11 million in the 2008 quarter for
        compensation expense related to the Tribune Employee
        Stock Ownership Plan.

PUBLISHING

Publishing's third quarter operating revenues were
$654 million, down 13 percent, or $99 million, from 2007.
Publishing cash operating expenses were $640 million, up 6
percent, or $36 million, from 2007.  Cash operating expenses in
2008 included a $41 million charge for severance and special
termination benefits, the $25 million capitalized software
application costs write-off, and stock-based compensation of
$1 million, while cash operating expenses in 2007 included
severance and related costs of $4 million and stock-based
compensation of $4 million.  Publishing operating cash flow was
$13 million, a 91 percent decline from $148 million in 2007.

Management Discussion

     -- Advertising revenues decreased 19 percent, or
        $111 million, for the quarter.

     -- Retail advertising revenues were down 10 percent, or
        $24 million, for the quarter, primarily due to declines
        in the furniture/home furnishings, hardware/home
        improvement stores, department stores, specialty
        merchandise, personal services and other retail
        categories.  Preprint revenues, which are primarily
        included in retail advertising, decreased 15 percent,
        or $20 million.

     -- National advertising revenues were down 21 percent, or
        $30 million, for the quarter, primarily due to
        decreases in the movies, telecom/wireless, auto, media,
        and transportation categories.

     -- Classified advertising revenues declined 30 percent, or
        $58 million, for the quarter. Real estate revenues fell
        by 44 percent, help wanted revenues declined 37
        percent, and auto revenues were down 11 percent.

     -- Interactive revenues, which are included in the above
        categories, were down 7 percent, or $4 million, due to
        a decline in classified advertising, partially offset
        by increases in retail and national advertising.

     -- Circulation revenues were down 2 percent, or
        $2 million, due to a decline in total net paid
        circulation copies for both daily (Mon-Fri) and Sunday,
        partially offset by selective price increases.  The
        largest revenue declines were at Chicago, Hartford, and
        Los Angeles.  Circulation revenues increased at South
        Florida and Orlando.  Total net paid circulation
        averaged 2.2 million copies daily, off 7 percent from
        the prior year's third quarter, and 3.3 million copies
        Sunday, representing a decline of 5 percent from the
        prior year.

     -- Cash operating expenses increased 6 percent, or
        $36 million, largely because 2008 included the
        $25 million write-off of certain capitalized software
        application costs.  Compensation expense increased 8
        percent, or $21 million, due to a $37 million increase
        in severance and special termination benefits,
        partially offset by the impact of 1,300 fewer full-time
        equivalent positions in the third quarter of 2008 and
        lower stock-based compensation expense.  All other cash
        expenses were down $10 million, or 3 percent, primarily
        due to lower promotion expense and outside services,
        partially offset by higher circulation distribution
        expense due to the delivery of additional third-party
        publications.

BROADCASTING AND ENTERTAINMENT

Broadcasting and entertainment's third quarter operating revenues
decreased 6 percent to $383 million, down from
$406 million in 2007.  Cash operating expenses increased 8
percent, or $21 million, to $296 million.  Operating cash flow was
$87 million, down 33 percent from $130 million in 2007.

Television's third quarter operating revenues decreased 8 percent
to $264 million in 2008.  Television cash operating expenses were
up 5 percent, or $10 million, from last year.  Television
operating cash flow was $64 million, down 34 percent from $98
million in 2007.

Management Discussion

     -- The decrease in television revenues in the third
        quarter of 2008 was due to lower cable copyright
        royalties and soft advertising demand, partially offset
        by station revenue share gains in most markets.  The
        third quarter of 2007 included an additional
        $18 million of cable copyright royalties at Chicago and
        WGN Cable.

     -- Television cash operating expenses were up $10 million
        primarily due to severance costs of $3 million as well
        as increases in broadcast rights expense and news
        expansion.

     -- Radio/entertainment revenues were up $1 million and
        operating cash flow decreased $10 million primarily due
        to higher player compensation at the Chicago Cubs and
        two fewer home games in 2008.

EQUITY RESULTS

Net equity income was $23 million in the third quarter of 2008,
compared with $27 million in the third quarter of 2007.  The
decrease was primarily due to a $4 million write-down at one of
the company's interactive investments.

NON-OPERATING ITEMS

In the third quarter of 2008, Tribune recorded a pretax non-
operating gain of $71 million, which resulted from a
$79 million gain on the sale of a 10 percent interest in
CareerBuilder, LLC, partially offset by an $8 million loss from
marking-to-market the Company's PHONES debt and the related Time
Warner investment.  In the aggregate, non-operating items in the
2008 third quarter resulted in an after-tax gain of
$47 million.

In the 2007 third quarter, Tribune recorded a pretax non-operating
loss of $78 million, which included an $85 million loss from
marking-to-market the company's PHONES and the related Time Warner
investment, partially offset by an
$8 million pretax gain related to the redemption of the company's
remaining interests in TMCT, LLC and TMCT II, LLC.  The company
also recorded a favorable $91 million income tax expense
adjustment as a result of settling its appeal of the United States
Tax Court decision that disallowed the tax-free reorganization of
Matthew Bender and Mosby, former subsidiaries of Times Mirror,
with the United States Court of Appeals for the Seventh Circuit.
In the aggregate, non-operating items in the 2007 third quarter
resulted in an after-tax gain of
$42 million.

ADDITIONAL FINANCIAL DETAILS

Corporate cash operating expenses for the 2008 third quarter were
down 3 percent at $11 million.

Interest expense related to continuing operations increased to
$232 million in the 2008 third quarter from $175 million in the
third quarter of 2007 primarily due to higher debt levels,
partially offset by lower interest rates.  The company allocated
interest expense of $3 million and $12 million in the third
quarters of 2008 and 2007, respectively, to discontinued
operations.  Debt was $11.8 billion at the end of the 2008 third
quarter and $9.4 billion at the end of the 2007 third quarter.
The increase was primarily due to financing the going-private
transaction completed in the fourth quarter of 2007.  Cash and
cash equivalents was $260 million at the end of the 2008 third
quarter and $446 million at the end of the 2007 third quarter.
Capital expenditures were $21 million in the third quarter of
2008.

On Sept. 2, 2008, the company sold a 10 percent interest in
CareerBuilder, LLC to Gannett Co., Inc., for $135 million.

On July 1, 2008, the company and Tribune Receivables LLC, a
wholly-owned subsidiary of the company, entered into a
$300 million trade receivables securitization facility.  The
company borrowed $225 million under this facility and incurred
transaction costs totaling $7 million.

During the third quarter of 2008, the company repaid an aggregate
of $888 million of the borrowings under the Tranche X Facility,
utilizing the net cash proceeds of $218 million from the trade
receivables securitization facility, $589 million of the net cash
proceeds from the Newsday transaction, and
$81 million of the net cash proceeds from the CareerBuilder
transaction.

DISCONTINUED OPERATIONS

In May 2008, the Company announced an agreement with a subsidiary
of Cablevision Systems Corporation to form a new limited liability
company to own and operate the company's Newsday Media Group
business.  The company consummated the closing of this transaction
on July 29, 2008, and recorded a pretax loss of $692 million ($693
million after taxes) in the second quarter of 2008 to write down
the net assets of NMG to estimated fair value.  In the third
quarter of 2008, the company recorded a favorable $1 million
after-tax adjustment to the loss on this transaction.  At the
closing, the company received a special distribution from Newsday
LLC of
$612 million in cash as well as $18 million of prepaid rent under
leases for certain NMG facilities retained by the company.
Tribune owns approximately 3 percent of the equity in the parent
company of Newsday LLC.  The results of operations for NMG are
reported as discontinued operations.

In February 2007, the company announced an agreement to sell the
New York edition of Hoy, the company's Spanish-language daily
newspaper.  The sale of Hoy, New York closed in May 2007.  In
March 2007, the company announced an agreement to sell its
Southern Connecticut Newspapers-The Advocate (Stamford) and
Greenwich Time.  The sale of SCNI closed in November 2007, and
excluded the SCNI real estate in Stamford and Greenwich,
Connecticut, which was sold in a separate transaction on
April 22, 2008.  During the third quarter of 2007, the company
entered into negotiations to sell the stock of one of its
subsidiaries, EZ Buy and EZ Sell Recycler Corporation.  The sale
of Recycler closed in October 2007.  The results of operations for
all of these business units are reported as discontinued
operations.

                   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.


TRICADIA CDO: Moody's Junks Rating on $28 Mil. Class B-1L Notes
---------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the rating on the following class of notes issued by
Tricadia CDO 2005-3, Ltd.:

Class Description: US$27,000,000 Class A-3L Floating Rate Notes
Due June 2041

   -- Prior Rating: A2
   -- Prior Rating Date: June 30, 2005
   -- Current Rating: A2, on review for possible downgrade

Additionally, Moody's announced that it has downgraded and left on
review for possible further downgrade the rating of the following
class of notes:

Class Description: US$28,000,000 Class B-1L Floating Rate Notes
Due 2041

   -- Prior Rating: Ba2, on review for possible downgrade
   -- Prior Rating Date: June 9, 2008
   -- Current Rating: Caa1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


VALLEY VIEW: Liquidity Decline Prompts Moody's Rating Cut to Ba1
----------------------------------------------------------------
Moody's Investors Service downgraded Valley View Hospital
Authority's debt rating to Ba1 from Baa1; the rating remains on
Watchlist for further possible downgrade.  The rating applies to
$12.7 million of Series 1996 bonds which are secured by a 1% sales
tax and gross revenue pledge of the hospital.

The rating downgrade is primarily attributable to the precipitous
decline in liquidity to $2.0 million of unrestricted cash and
investments as of Sept. 30, 2008 from $11.7 million at the end of
FY 2007.  The Watchlist for further downgrade is attributable to
Moody's belief that liquidity may decline further unless
corrective actions are taken and the growing risk of the hospital
filing for bankruptcy.

Legal Security: The Series 1996 bonds are secured by a 1% sales
tax levied by the City of Ada, Oklahoma in addition to a gross
revenue pledge of the hospital.  Revenue derived from the sales
tax, which is deposited to a lock-box and not intermingled with
hospital revenues, is solely dedicated to the payment of principal
and interest related to the Series 1996 bonds, and has been
sufficient to satisfy debt service since 2001.  Any excess sales
tax remains in the lockbox; as of Sept. 30, 2008, the surplus
stands at $4.0 million.  There is also a fully funded debt service
reserve fund of $2.6 million.

                            Strengths

* The Series 1996 bonds are secured by and payable from an
  irrevocable and voter authorized 1% sales tax levied until the
  bonds are defeased, which alone provides for greater than 1.2
  times coverage of debt service in FY 2008; sales tax revenues
  are held in a lockbox by the bond trustee and not co-mingled
  with hospital revenues.  Moreover, $6.6 million of debt service
  reserve funds and surplus sales tax revenues held by the
  trustee provides for 52% collateralization of remaining bonded
  debt outstanding, and provides a cushion in the event that
  sales tax receipts decline.

* Valley View Regional Hospital is a 501c3 organization that
  leases the hospital assets from VVHA, which is a component unit
  of the City of Ada, Oklahoma.  VVRH and VVHA have identical 12-
  member boards appointed by the city council; Moody's believe
  VVRH benefits from its status as a publicly affiliated entity.

* Dominant market position with the nearest competitor located 65
  miles away in Norman, Oklahoma.

                            Challenges

* Very weak liquidity position of $2.0 million of unrestricted
  cash and investments 10 days cash on hand as of September,
  2008, provides little to no cushion to weather any operational
  challenges and materially increases the risk of VVRH filing for
  bankruptcy VVRH.  Deferred capital needs and future pension
  expenses will continue to suppress cash levels in the near
  future.

* Delays in financial reporting, with the FY 2007 audit released
  more than 10 months after the fiscal year end and two
  consecutive years of audit adjustments at year end indicate
  weak financial, audit, and control functions.  Recent steps
  taken include appointment of a new CFO and full board
  participation in finance committee meetings.

* Continued discretionary capital spending despite a precipitous
  decline in unrestricted cash and investments to dangerously low
  levels suggestive of absence of board oversight.  Recent steps
  taken include appointment of a new CFO, full board
  participation in finance committee meetings, and deferment of
  capital spending.

                 Recent Developments and Results

Valley View Hospital Authority is a public trust under Oklahoma
statue and is a component unit of the City of Ada.  VVHA leases
the hospital to Valley View Regional Hospital, a 501c3
organization that shares an identical board with VVHA, which is
appointed by the city council.  As a result, Moody's believes that
VVRH benefits from its status as a publicly-affiliated hospital.
Additionally, the Series 1996 bonds are supported by a gross
revenue pledge of VVRH and a voter-authorized irrevocable 1% sales
tax that is solely dedicated to the payment of principal and
interest on the Series 1996 bonds.  The sales tax has increased
during nine out of the last ten years and alone provided greater
than 1.0 times debt service coverage since 2001.  Sales tax
revenues are held in a lockbox by the bond trustee and are not co-
mingled with hospital general funds which Moody's view favorably.

Sales tax receipts are paid to the Trustee by the Ada Public Works
Authority within 15 days after the monthly distribution of
municipal sales taxes is made by the Oklahoma Tax Commission to
the City of Ada.  Moreover, $6.6 million of debt service reserve
funds and surplus sales tax revenues held by the trustee provides
for approximately 52% collateralization of remaining bonded debt
outstanding, and provides a cushion in the event that sales tax
receipts decline.  The strong credit support derived from the
double barreled security was a key credit factor in the recent
upgrade to Baa1 in November, 2007.

Following two years of positive operating performance in FY 2006
and FY 2007, financial performance declined in FY 2008 in part due
to declining volumes, and $2.0 million of increased expenses from
salary guarantees associated with physician recruitment.  As a
result, VVRH generated an unaudited operating loss of $481,000
(-0.6% margin) in FY 2008, down from a $1.1 million operating
income (2.3% margin) in FY 2007.  Operating cash flow declined to
$3.6 million (4.8% margin) in FY 2008, down from $5.4 million
(6.7% margin) in FY 2007.  As a result, debt-to-cash flow weakened
to 5.0 times in FY 2008, up from 3.7 times in FY 2007, and peak
annual debt service coverage declined to 1.3 times in FY 2008,
down from 2.1 times in FY 2007.

Moody's also notes that the new chief financial officer has
identified up to $4 million of potentially overstated revenues and
unamortized deferred liabilities that may result in a negative
year-end adjustment, which would drive the FY 2008 loss to a $4.4
million operating deficit (-6.4% margin) and -$427,000 in
operating cash flow (-0.6% margin) in FY 2008.

The key credit driver of the downgrade is the precipitous decline
in unrestricted cash and investments to $2.0 million at Sept. 30,
2008 from $11.7 million at FYE 2007.  The decline reflects
$1.7 million in pension contributions, $2.0 million of capital
investment, and a dramatic increase in accounts payable
($4.0 million) due to a change in the Medicare and Medicaid
payment processor.  Moody's also believe that the change in the
CFO and business office also contributed to the rise in
receivables as there was no permanent financial leadership
overseeing financial performance.  As a result, cash-to-debt has
declined to a very weak 12% at FYE 2008 from 65% at FYE 2007, and
days cash on hand have declined to a poor 10 days from 55 days,
respectively.  A new permanent CFO started in October.

Moody's believes that at the current levels of cash and
investment, the likelihood of VVRH filing for bankruptcy has
increased, which would be an event of default under the Loan
Agreement.  In the event of a bankruptcy filing, the 1% sales tax
would continue and Moody's believes that the $6.6 million of
surplus sales tax revenues and debt service reserve fund mitigates
any immediate risk of a payment default.  However, in the case of
a bankruptcy and subsequent event of default, the trustee may,
upon the written request of holders of 51% of the aggregate
principal amount of bonds outstanding, accelerate the bonds.

Management is in the process of implementing turnaround
initiatives and measures to improve liquidity.  VVRH recently
announced a reduction in force (127 FTE) as of October 31 that is
expected to generate $6.8 million in annual savings in addition to
$5.0 million in non salary expenses.  Management has increased
staffing to focus on reducing accounts receivables.  VVRH is
pursuing a $2.3 million bank loan, although Moody's notes that any
immediate liquidity injection would be used to pay down payables
which grew to 71 days from 57 days in FY 2007.  VVRH is
concurrently considering pursuit of an affiliation or partnership
with a larger system.  Moody's will continue to monitor and
discuss with management plans to boost liquidity including but not
limited to securing a bank loan.

                             Outlook

               What could change the rating -- Up

Future upward rating movement will depend primarily on VVRH's
ability to substantially improve and sustain liquidity measures
and stabilize operating performance.

              What could change the rating -- Down

Further declines in liquidity, bankruptcy filing.  In the case of
an acceleration, future downgrades would be predicated on recovery
estimates.

                         Key Indicators

Assumptions & Adjustments:

-- Based on financial statements for Valley View Regional
   Hospital

-- First number reflects audit year ended Sept. 30, 2007

-- Second number reflects unaudited 12 month interims ended
   Sept. 30, 2008

-- Investment returns normalized at 6% unless otherwise noted

* Total operating revenues: $80.4 million; $74.6 million

* Moody's-adjusted net revenue available for debt service:
  $6.1 million; $3.7 million

* Total debt outstanding: $17.9 million; $17.0 million

* Maximum annual debt service (MADS): $2.9 million; $2.9 million

* MADS Coverage with reported investment income: 2.1 times; 1.2
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.1 times; 1.3 times

* Debt-to-cash flow: 3.7 times; 5.0 times

* Days cash on hand: 55 days; 10 days

* Cash-to-debt: 65%; 12%

* Operating margin: 1.1%; -0.6%

* Operating cash flow margin: 6.7%; 4.8%

Rated Debt (debt outstanding as of Sept. 30, 2008)

-- Series 1996 ($12.7 million outstanding) rated Ba1


VILLAGE HOMES: Housing Market Crisis Blamed For Chapter 11 Filing
-----------------------------------------------------------------
Village Homes of Colorado Inc. sought protection from its
creditors under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Colorado.

Garry R. Appel, Esq., at Appel & Lucas, P.C., relates that the
company's Chapter 11 filing was attributed to the unprecedented
conditions in the local, regional and national housing markets.
The international credit crisis has caused a significant
constriction of credit that affected the company's outstanding
credit facilities and reduced the funds available to build new
homes, Mr. Appel continues.  Inappropriate action by the lenders
adversely affected the Debtor's ability to fund ongoing
operations, Mr. Appel continues.

PostIndependent.com relates that Village Homes' bankruptcy filing
was due to a slowdown of the housing market in the U.S.  According
to The Denver Post, Village Homes' President Cheryl Schuette said
that the firm will continue operating.  The report quoted Ms.
Schuette as saying, "There are a lot of unanswered questions today
[Nov. 7].  We will proactively communicate with members of our
communities and try to do the right thing in every aspect of our
business."

Citing company officials, PostIndependent.com relates that Village
Homes' filing of Chapter 11 shouldn't have much effect on
homeowners in the Castle Valley Ranch subdivision in New Castle.

Village Homes said in a statement, "We intend to deliver homes
under construction or contract, and will make all possible efforts
to ensure that our customers remain unaffected by the
reorganization."

"We are using the Chapter 11 process as a tool that enables us to
continue normal operations while we restructure our capital.  Our
goal is to emerge from the (bankruptcy) process as a stronger,
healthier, and more efficient company that will be newly
positioned for success," PostIndpendent.com quoted Ms. Schuette as
saying.

Village Homes will construct 220 to 225 homes this year, compared
to about 410 in 2007, Rocky Mountain News states, citing Matt
Osborn -- the son of Village Homes' founder John Osborn, and this
year's president of the Home Builders Association of Metro Denver.

The company has accrued payroll obligations of as much as $38,765
as of its filing date.  The company is now asking the Court for
permission to pay its employees' prepetition wages on Nov. 14,
2008, which include the stub post-petition payroll owed from Nov.
1, 2008 to the company's bankruptcy filing.

Mr. Appel relates that the company has about $2,000,000 cash and
other unencumbered assets of $5,000,000, which will be able to pay
priority unsecured claims.  Each of the priority claims the
company proposes to pay in the ordinary course of its business is
within the statutory $10,950 limit, he says.

The company entered into a series of loan transactions with a
syndicate of banks comprised of Guaranty Bank, Compass Bank,
Wachovia Bank, U.S. Bank and GMAC ResCap.  The company granted
deeds of trust to secure the loans.  The Debtor owes:

   Banks          Loans
   -----          -----------
   GMCA ResCap    $36,232,000
   Compass Bank   $4,436,000
   US Bank        $2,343,000
   Guaranty Bank  $1,295,000
   Wachovia       $819,000

The company loaned up to $93,060,000 with the banks since 1996.

The company has $103,898,087 in total assets and $138,414,003 in
total debts.  The company owes $3,040,786 to its unsecured
creditors including Creative Touch Interiors owing $445,636;
Coloco Inc. owing $353,123; and ProBuild/Home Lumber owing
$325,500.

The U.S. Trustee for Region 19 will convene a meeting of the
company's creditors on Dec. 2, 2008, at 9:00 a.m.

Headquartered in Greenwood Village, Colorado, Village Homes of
Colorado Inc. develops and builds residential communities.


VILLAGE HOMES: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Village Homes of Colorado, Inc.
        6000 Greenwood Plaza Blvd.,  Ste. 200
        Greenwood Village, CO 80111

Bankruptcy Case No.: 08-27714

Chapter 11 Petition Date: November 6, 2008

Type of Business: The Debtor develops and builds residential
                  communities.

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Garry R. Appel, Esq.
                  appelg@appellucas.com
                  appelg@appellucas.com
                  1917 Market St.,  Ste. A
                  Denver, CO 80202
                  Tel: (303) 297-9800

Estimated Assets: $103,898,087

Estimated Debts: $138,414,003

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Creative Touch Interiors       construction      $445,636
3301 Lewiston Street
Aurora, CO 80011

Coloco, Inc.                   construction      $353,123
1849 Cherry St Unit 5
Louisville, CO 80027

ProBuild/Home Lumber           construction      $325,000
12905 Division St., Unit A
Littleton, CO 80125

MascoBuilderCabineGroup        construction      $276,217

Majestic Restoration           construction      $184,200
Services Inc.

C-CON LLC                      construction      $173,281

Metco Landscape Inc.           construction      $158,511

Elam Construction Inc.         construction      $131,770

Maytag                         construction      $122,797

Alpine Site Services Inc.      construction      $120,900

Frank's Finish Grading         construction      $116,818

A-1 Heating & Cooling Inc.     construction      $125,014

Schmueser Gordon, Meyer        construction      $105,016

Horizon Drywall Inc.           construction      $75,434

Interior Resource              construction      $74,351

Rocky Mountain Drywall         construction      $74,333

Masco Contractor Svcs.         construction      $64,628

Steven & Associates Cost       construction      $57,064
Reduction Specialist Inc.

Welham Concrete Inc.           construction      $56,193


VISTA LEVERAGED: Moody's Reviews Junk Rating on $187.5 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded its rating of these classes
of notes issued by Vista Leveraged Income Fund and left it on
review for possible further downgrade:

Class Description: $187,500,000 Senior Notes due 2012

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: Oct. 17, 2008
  -- Current Rating: Caa2, on review for possible downgrade

Vista Leveraged Income Fund is a collateralized loan obligation
backed primarily by senior secured loans.

The rating action reflects deterioration in the credit quality and
market value of the underlying collateral pool, as well as the
occurrence, as reported by the Trustee on Nov. 6, 2008, of an
event of default that occurs when the asset coverage ratio is less
than 110% for 30 consecutive days, as described in Section 5.1(d)
of the Indenture dated Jan. 26, 2005.  As provided in Article V of
the Indenture during the occurrence and continuance of an event of
default, certain Noteholders may be entitled to direct the Trustee
to take particular actions with respect to the Collateral
Obligation and the Notes.

The rating action taken reflects Moody's view of the increased
expected loss associated with the Senior Notes.  The severity of
loss may vary and depend on the timing and choice of remedies to
be pursued following the default event.  For this reason, the
rating assigned to the Senior Notes remains on review for possible
further rating action.


WEST PENN: Moody's Maintains 'Ba3' Rating on $752 Million Bonds
---------------------------------------------------------------
Moody's Investors Service confirmed the Ba3 rating on West Penn
Allegheny Health System's (PA) $752 million of Series 2007 fixed
rate bonds to issued through the Allegheny County Hospital
Development Authority.  At this time, Moody's is removing the
rating from Watchlist where it was placed on July 29, 2008, for
potential further downgrade after the rating was downgraded to Ba3
from Ba2 in July. The outlook is revised to negative.

At this time, the affirmation is based on WPAHS' new management
team's relatively quick identification and response to a
substantially weaker financial situation, the retention of
consultants and the development of a significant improvement plan
(half of which has already been implemented).  Management is
budgeting for fiscal year 2009 a large reduction in the operating
loss in fiscal year 2008 and at least stable unrestricted cash
levels at fiscal yearend 2009.

However, the negative outlook reflects the significant challenges
the system faces in the near-term and the risk of a downgrade if
budgeted operating targets are not met or if the system is unable
to respond to unexpected setbacks.  Moody's believes the system's
primary challenges are: (1) fully implementing improvement
initiatives and achieving operating budgets; (2) at least
maintaining current unrestricted cash levels given the volatility
and uncertainty of investment returns; (3) retaining and
recruiting physicians as the organization restructures physician
groups and consolidates leadership; and (4) meeting volume
projections given a weaker economy, recent and potential physician
turnover and competition.

Legal Security: Joint and several obligation of the Obligated
Group with mortgage lien on certain real property, including the
primary hospital facilities, and gross revenue pledge; debt
service reserve fund present; limitations on additional
indebtedness and withdrawal from obligated group permitted if a
combination of certain coverage and financial ratio tests are met.
Days cash on hand covenant liberal with definition including
project funds.

Interest Rate Derivatives: None

                           Strengths

* New management team and retention of various consultants to
  assist with a substantial turnaround targeting $66 million in
  savings in fiscal year 2009 ($33 million is already
  implemented).

* System's prominence as the second largest healthcare system in
  Pittsburgh with almost 80,000 admissions.

* Moderate pension funding needs in the next several years
  following several years of significant cash funding above
  expense levels, although unfavorable investment returns could
  affect funding needs beyond 2009.

                           Challenges

* Large operating loss in fiscal year 2008 of $93 million which,
  while affected by a sizable accounts receivable writeoff,
  reflects substantial operating challenges; modest cashflow from
  operations.

* Weak unrestricted cash position of 37 days of cash on hand as
  of June 30, 2008 excluding trustee-held project funds,
  reflecting a 22% decline in absolute cash since June 30, 2007;
  cash is down another $10 million as of Sept. 30, 2008 although
  above projected levels.

* Although admissions are up in 2008 and in the first quarter of
  fiscal year 2009, volume trends have been mixed with declines
  in some more profitable services in part due to physician
  turnover; more physician departures are a risk as the system
  restructures and consolidates physician organizations.

* Heavy competition from UPMC Health System, which is the largest
  health system in the region and owns a large managed care plan,
  enabling UPMC to control health plan membership and volumes.

* Dependency on Highmark, the largest insurer in the region, for
  approximately 38% of system revenues including Highmark and
  Highmark Medicare Security Blue products.

* High leverage relative to operating performance with weak peak
  debt service coverage of under one times in 2008; sizable
  capital needs have been deferred and are necessary to remain
  competitive.

* Challenging demographic service area with declining population
  trends in the primary service area and an aging patient base.

                 Recent Developments and Results

West Penn's unaudited fiscal year 2008 results reflect the
system's significant operating challenges.  The operating loss in
fiscal year 2008 was $93.9 million, compared with a $19 million
loss in fiscal year 2007, although the two years are not
necessarily comparable because of an accounts receivable writeoff
and change in accounting practices starting in fiscal year 2008.
Included in the 2008 loss is a total of $73 million in adjustments
and writeoffs, of which $67 million relates to accounts
receivable.  Approximately $18 million relates to prior years,
suggesting that prior year income levels were overstated.
Operating cashflow in 2008 is $13.3 million, compared with
$92.5 million in 2007.  "Cash from operations" in 2008 as
indicated on the cashflow statement is weak at $8 million.

Excluding the prior year portion of the adjustment, the operating
loss in 2008 was still substantial and largely reflects the "true"
run rate for the system.  While it is difficult to compare to the
prior year, the higher loss is primarily due to increased
uncompensated care ($20 million increase), increased costs for
physician employment and other professional fees and a decline in
surgical volume.

WPAHS has engaged Wellspring as its primary consultant to assist
in turnaround initiatives.  Moody's believes the engagement of
consultants soon after a new CEO arrived in March and the
implementation of initiatives is happening quicker than in similar
situations we've observed.  Wellspring has identified $66 million
in annual savings (as a mid-point), including $37 million that
would benefit fiscal year 2009.  As of Oct. 20, 2008 approximately
$33 million of the $66 million target has been implemented.
Savings are expected to come from labor, revenue cycle, supplies
and other non-labor areas.  As a result, the system is budgeting
substantial improvement to a $43 million operating loss (which
includes $18 million in non-recurring professional fees) and $68
million in operating cashflow.

Volume trends for the system have been mixed and Moody's believes
there is risk in being able to retain and recruit physicians as
the organization pursues restructuring initiatives.  While
admissions grew 1% in each of 2007 and 2008, reversing two years
of admissions declines, the system continued to experience
declines in cardiology-related services in part due to
competition.  Admissions are up 2.7% in the first quarter of
fiscal year 2009.  Outpatient surgeries declined by 3.5% in 2008
due to the departure of surgeons from West Penn Hospital.

Moody's believes further physician turnover is possible as the
system restructures and consolidates physician entities and
leadership.  The system budgeted a 1.4% growth in admissions in
2009 and is depending on the recruitment of physicians to bolster
revenue, which could be ambitious goals.

The first quarter of fiscal year 2009 was ahead of budget with
most expense lines below budget.  While total revenue was above
budget, gross revenue (mostly inpatient services) was below budget
and lower contractual allowances and denials offset that
shortfall.

West Penn's unrestricted cash position is weak and has declined
substantially.  As of June 30, 2008 unrestricted cash was $156
million (37 days of cash on hand), compared to $192 million (48
days) at June 30, 2007.  By definition, Moody's calculation of
unrestricted cash does not include project funds from bond
proceeds because these funds are trustee held and are expected to
be used for projects (West Penn's covenant includes project
funds).  West Penn has $78 million in project funds, some of which
will be used in fiscal year 2009 but are designated to be used for
long-lived assets.  The decline in cash in fiscal year 2008 is
primarily due to weak cashflow, capital spending and pension
funding ($22 million over expenses).

Unrestricted cash is budgeted to increase in fiscal year 2009 but
assumes positive investment returns.  Cash as of Sept. 30, 2008
was down $10 million, although exceeded budgeted levels.

WestPenn continues to operate in a challenging competitive and
payer market.  West Penn competes with UPMC Health System, which
maintains a leading market position.  Highmark is the dominant
insurer in the region, accounting for approximately 38% of
WestPenn's revenues (including Highmark and Highmark Medicare
Security Blue products).  This dominance affords Highmark
significant negotiating leverage with WestPenn as well as other
providers in setting managed care rates.  The second largest
health plan in the area is UPMC's health plan, which does not
contract with WestPenn.

                            Outlook

The negative outlook reflects the significant challenges the
system faces in the near-term and the risk of a downgrade if
budgeted operating targets are not met or if the system is unable
to respond to unexpected setbacks.  Moody's believes the system's
primary challenges are: (1) fully implementing improvement
initiatives and achieving operating budgets; (2) at least
maintaining current unrestricted cash levels given the volatility
and uncertainty of investment returns; (3) retaining and
recruiting physicians as the organization restructures physician
groups and consolidates leadership; (4) meeting volume projections
given a weaker economy, recent and potential physician turnover
and competition.

                 What could change the rating -- Up

With a negative outlook, a rating upgrade in the near-term is not
likely.  Long-term, an upgrade would be considered with sustained
improvement in operating cashflow for several years, significant
growth in unrestricted cash and stability or growth in medical
staff and successful completion of physician restructuring
strategies.

               What could change the rating -- Down

Shortfall to budgeted fiscal year 2009 operating income and
operating cashflow; decline in unrestricted cash (excluding
project funds) below current levels.

                          Key Indicators

Assumptions & Adjustments:

-- Based on financial statements for West Penn Allegheny Health
   System

-- First number reflects audit year ended June 30, 2007

-- Second number reflects unaudited results for audit year ended
   June 30, 2008

-- Investment returns smoothed at 6% unless otherwise noted

* Inpatient admissions: 78,832; 79,826

* Total operating revenues: $1.49 billion; $1.49 billion

* Moody's-adjusted net revenue available for debt service:
  $106.4 million; $23.7 million

* Total debt outstanding: $833 million; $830 million

* Maximum annual debt service (MADS): $48.8 million;
  $48.8 million

* MADS coverage based on reported investment income: 2.4 times;
  0.9 times

* Moody's-adjusted MADS coverage with normalized investment
  income: 2.2 times; 0.5 times

* Debt-to-cash flow: 14.5 times; negative

* Days cash on hand (excluding project funds): 48 days; 37 days

* Cash-to-debt: 24%; 19%

* Operating margin: -1.1%; -6.3%

* Operating cash flow margin: 6.3%; 0.9%


WHOLE FOODS: S&P Downgrades Corporate Credit Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating to 'BB-' from 'BB' on Austin, Texas based-Whole Foods
Markets Inc.  The outlook is stable.

"The downgrade reflects S&P's expectation that profitability and
credit metrics will most likely be unchanged in the next year,"
said Standard & Poor's credit analyst Charles Pinson-Rose, "and
that operating lease-adjusted leverage at the end of fiscal 2009
will be in the high-4x or low-5x area."  Previously, S&P
contemplated that profitability and credit metrics would
improve in 2009 and that leverage would fall to the mid-4x area.

"Currently, S&P expects the company to be effectively cash flow
neutral in 2009," added Mr. Pinson-Rose, "but in a situation where
sales at the company's existing stores declined sharply, the
company would be cash flow negative and now has the excess
liquidity."


XECHEM INT'L: Files Voluntary Chapter 11 Protection in Illinois
---------------------------------------------------------------
Xechem International, Inc. and one of its subsidiaries, Xechem,
Inc., filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Illinois to suspend all
litigation and to restructure its debt.

The company intends to work with all of its constituencies to
reach mutually acceptable resolutions and to exit bankruptcy as
expeditiously as possible.  Xechem's operations are expected to
continue as normal throughout the bankruptcy process, while the
company executes on its reorganization plans.  Xechem's other
subsidiaries are not part of this Chapter 11 filing.  Xechem's
Nigerian subsidiary, Xechem Pharmaceuticals Nigeria Limited, will
continue its normal operations of the manufacturing and sale of
NICOSAN(TM), a drug approved for marketing in Nigeria for the
management of Sickle Cell Disease.

"As a result of litigation and litigation expenses arising from
the law suits of former officers, employees and consultants of the
company, well as third party lawsuits, and to protect the
operations of our Nigerian subsidiary from default judgments and
creditors, it became necessary to seek the protection of the
Court.  We have taken and will continue to take the necessary
steps to protect, strengthen and expand our operations in
Nigeria," Dr. Robert Swift, chief oversight officer of Xechem
International, Inc., said.  "After careful consideration of all
available alternatives, the company's board of directors
determined that filing for Chapter 11 was a necessary and prudent
step that allows us to operate our business without the threat of
litigation that could have impaired or interrupted our Nigerian
operation while continuing to implement a debt restructuring in a
controlled, Court-supervised environment."

The company expects to fund ongoing operations including payment
of employee wages and benefits and payments to vendors for both
goods and services provided during the Chapter 11 case, from
available cash, cash generated by its Nigerian subsidiary, sale of
assets and if necessary to seek a commitment for debtor-in-
possession financing.  Available cash, cash from operations in
Nigeria, sale of assets and the possible DIP financing will be
used to fund the company, subject to court approval, where
necessary.

In addition, the company has commenced restructuring discussions
with its unsecured creditors for conversion of debt of the company
into equity through a plan of reorganization, which if successful,
would result in material deleveraging of the company's balance
sheet.

"Filing for Chapter 11 is never an easy decision, however, we view
this process as an important step in our ongoing strategic
restructuring, Dr. Swift continued.  "We expect to emerge from
bankruptcy as a stronger, more able company, well positioned for
growth and enhanced profitability.  We are proud of the progress
we have made to commercialize NICOSAN(TM) in Nigeria and look
forward to commercializing NICOSAN worldwide."


Xechem has retained Heller, Draper, Hayden, Patrick, & Horn,
L.L.C., a bankruptcy and insolvency law firm, to assist the
Company throughout the restructuring process.


The company and its domestic subsidiary have filed their voluntary
Chapter 11 petitions in the United States Bankruptcy Court for the
Northern District of Illinois.  Xechem International, Inc. case
has been assigned case number 08-30513 and Xechem, Inc. has been
assigned case number 08-30512.

                  About Xechem International, Inc


Headquartered in New Brunswick, New Jersey, Xechem International,
Inc. (PINKSHEETS: XKEM) is a holding company that owns all of the
capital stock of Xechem, Inc., a development stage
biopharmaceutical company engaged in the research and technology
development of generic and drugs from natural sources.  Research
and development efforts focus principally on antifungal,
anticancer, antiviral (including anti-AIDS) and anti-inflammatory
compounds, well as anti-aging and memory enhancing compounds.
Xechem is also focusing on phytopharmaceuticals and other
technologies for orphan diseases.


YRC WORLDWIDE: Reports $720 Million 3rd Quarter 2008 Net Loss
-------------------------------------------------------------
YRC Worldwide Inc. and its subsidiaries report in a regulatory
filing with the Securities and Exchange Commission that it had
$2.3 billion in operating revenue for the three months ended
September 30, 2008.  The company posted $756 million in operating
loss and $720 million in net loss for the period.

As of September 30, 2008, the company had $4.1 billion in total
assets, including $1.4 billion in cash, cash equivalents and other
current assets; and $3.2 billion in total liabilities, including
$1.3 in current liabilities.

YRC said consolidated operating revenue decreased slightly during
the three months ended September 30, 2008, versus the same period
in 2007 primarily due to continued weak economic conditions in the
United States and the resulting competitive operating environment.
YRC said the current slowdown in the U.S. economy and the
resulting adverse impact to both its freight volume and yield --
or price -- for its services has caused reductions in its earnings
and liquidity position.  YRC added that pricing or yield increased
slightly due to fuel surcharge revenue while overall volumes were
down compared to the comparable prior year quarter.  The decline
in the company's 2008 operating revenue is also reflective of the
closure of 27 service centers in YRC Regional Transportation's
networks in February 2008.

A full-text copy of YRC's earnings report on Form 10-Q is
available at no charge at:

              http://ResearchArchives.com/t/s?34c6

Based in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs approximately 58,000
people.

             Fitch Sees Likely Covenant Breach in 2009

On October 16, 2008, Fitch Ratings downgraded the ratings of YRC
Worldwide Inc. and its Roadway LLC and YRC Regional
Transportation, Inc. subsidiaries, as:

YRC Worldwide Inc.
  -- Issuer Default Rating downgraded to 'B' from 'BB';
  -- Secured credit facilities downgraded to 'BB/RR1' from 'BB+';
  -- Senior unsecured downgraded to 'CCC+/RR6' from 'BB-'.

Roadway LLC
  -- IDR downgraded to 'B' from 'BB';
  -- Senior secured notes downgraded to 'B-/RR5' from 'BB-'.

YRC Regional Transportation, Inc.
  -- IDR downgraded to 'B' from 'BB';
  -- Senior secured notes downgraded to 'CCC+/RR6' from 'BB'.

Fitch's ratings apply to approximately $1.0 billion in
consolidated debt and a $950 million revolving credit facility.
The Rating Outlook for YRCW remains Negative.

Fitch said the ratings reflect the potential for continued
deterioration in less-than-truckload market conditions through at
least the middle of 2009, which has significantly increased the
risk in YRCW's near term credit profile.  Over the past month,
economic trends have worsened materially, indicating a more rapid
slowing of the global economy than previously expected.  Fitch
said the slowdown in global economic growth likely will have a
negative effect on YRCW's primary retail and industrial customer
base, potentially driving the company's revenue and EBITDA in
upcoming quarters well below prior forecasts.  Although Fitch
expects YRCW to maintain sufficient liquidity and remain in
compliance with its credit facility covenants through the end of
2008, the likelihood of a covenant breach or liquidity squeeze in
the second quarter of 2009 has increased materially.


YRC WORLDWIDE: CEO to Present at Industrial Confab Today
--------------------------------------------------------
William D. Zollars, Chairman, President and Chief Executive
Officer of YRC Worldwide Inc., will deliver a company presentation
at the Robert W. Baird & Co. 2008 Industrial Conference later
today, November 11, 2008.  The Conference will be held at 12:40pm
CT, at the Four Seasons Hotel, 120 East Delaware Place, Chicago,
Illinois.

The presentation will be available on audio webcast through the
Company's Web site and will be available for 30 days.

Mr. Zollars will present, among others, that despite the downturn
in the economy, YRC has unique levers to enhance its market
position and improve its financial condition.  Mr. Zollars will
also talk about YRC's business strategy.

A full-text copy of Mr. Zollar's slide show is available at no
charge at:

              http://ResearchArchives.com/t/s?34c7

According to the presentation, YRC's National integration is
underway and proceeding very well.  Moreover, the company's
balance sheet remains solid and opportunities exist to improve.
The company also remains in compliance with bank covenants.

Based in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs approximately 58,000
people.

             Fitch Sees Likely Covenant Breach in 2009

On October 16, 2008, Fitch Ratings downgraded the ratings of YRC
Worldwide Inc. and its Roadway LLC and YRC Regional
Transportation, Inc. subsidiaries, as:

YRC Worldwide Inc.
  -- Issuer Default Rating downgraded to 'B' from 'BB';
  -- Secured credit facilities downgraded to 'BB/RR1' from 'BB+';
  -- Senior unsecured downgraded to 'CCC+/RR6' from 'BB-'.

Roadway LLC
  -- IDR downgraded to 'B' from 'BB';
  -- Senior secured notes downgraded to 'B-/RR5' from 'BB-'.

YRC Regional Transportation, Inc.
  -- IDR downgraded to 'B' from 'BB';
  -- Senior secured notes downgraded to 'CCC+/RR6' from 'BB'.

Fitch's ratings apply to approximately $1.0 billion in
consolidated debt and a $950 million revolving credit facility.
The Rating Outlook for YRCW remains Negative.

Fitch said the ratings reflect the potential for continued
deterioration in less-than-truckload market conditions through at
least the middle of 2009, which has significantly increased the
risk in YRCW's near term credit profile.  Over the past month,
economic trends have worsened materially, indicating a more rapid
slowing of the global economy than previously expected.  Fitch
said the slowdown in global economic growth likely will have a
negative effect on YRCW's primary retail and industrial customer
base, potentially driving the company's revenue and EBITDA in
upcoming quarters well below prior forecasts.  Although Fitch
expects YRCW to maintain sufficient liquidity and remain in
compliance with its credit facility covenants through the end of
2008, the likelihood of a covenant breach or liquidity squeeze in
the second quarter of 2009 has increased materially.


YRC WORLDWIDE: Fidelity Reduces Equity Stake to 2.6% from 14.5%
---------------------------------------------------------------
Fidelity Management & Research Company disclosed in a regulatory
filing with the Securities and Exchange Commission on Monday that
it is the beneficial owner of 1,531,315 shares or 2.673% of the
common stock outstanding of YRC Worldwide Inc., as a result of
acting as investment adviser to various investment companies.

In February 2008, Fidelity disclosed holding 8,216,369 shares or
14.508% of the Common Stock outstanding of YRC Worldwide.

Fidelity Management & Research Company is headquartered at 82
Devonshire Street, in Boston, Massachusetts.  It is a wholly owned
subsidiary of FMR LLC and an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.

Based in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs approximately 58,000
people.

             Fitch Sees Likely Covenant Breach in 2009

On October 16, 2008, Fitch Ratings downgraded the ratings of YRC
Worldwide Inc. and its Roadway LLC and YRC Regional
Transportation, Inc. subsidiaries, as:

YRC Worldwide Inc.
  -- Issuer Default Rating downgraded to 'B' from 'BB';
  -- Secured credit facilities downgraded to 'BB/RR1' from 'BB+';
  -- Senior unsecured downgraded to 'CCC+/RR6' from 'BB-'.

Roadway LLC
  -- IDR downgraded to 'B' from 'BB';
  -- Senior secured notes downgraded to 'B-/RR5' from 'BB-'.

YRC Regional Transportation, Inc.
  -- IDR downgraded to 'B' from 'BB';
  -- Senior secured notes downgraded to 'CCC+/RR6' from 'BB'.

Fitch's ratings apply to approximately $1.0 billion in
consolidated debt and a $950 million revolving credit facility.
The Rating Outlook for YRCW remains Negative.

Fitch said the ratings reflect the potential for continued
deterioration in less-than-truckload market conditions through at
least the middle of 2009, which has significantly increased the
risk in YRCW's near term credit profile.  Over the past month,
economic trends have worsened materially, indicating a more rapid
slowing of the global economy than previously expected.  Fitch
said the slowdown in global economic growth likely will have a
negative effect on YRCW's primary retail and industrial customer
base, potentially driving the company's revenue and EBITDA in
upcoming quarters well below prior forecasts.  Although Fitch
expects YRCW to maintain sufficient liquidity and remain in
compliance with its credit facility covenants through the end of
2008, the likelihood of a covenant breach or liquidity squeeze in
the second quarter of 2009 has increased materially.

Devonshire Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR LLC and an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940, is the
beneficial owner of 8,216,369 shares or 14.508% of the Common
Stock outstanding of YRC Worldwide Inc  ("the Company") as a
result of acting as investment adviser to various investment
companies registered under Section 8 of the Investment Company Act
of 1940.


* LECG Adds 2 Bankruptcy/Restructuring Experts to Houston Office
----------------------------------------------------------------
Global expert services firm LECG (NasdaqGS: XPRT) has expanded its
bankruptcy and restructuring practice in the firm's Houston
office.  Douglas Brickley, a bankruptcy, restructuring and
financial advisory services expert, joins the firm as managing
director.  Mr. Brickley has more than 16 years of financial
advisory services experience including positions in the
restructuring practices of a large boutique consulting firm and
two Big Four accounting firms.

Mr. Brickley is joined by John D. Baumgartner, who has more than
14 years of experience in securities analysis, valuation, and
financial advisory services.  He joins LECG as a principal.

Richard Boulton, who heads LECG's finance and accounting services
business segment, said: "LECG's bankruptcy and restructuring
experts have outstanding credentials and Doug and John are no
exception. They are both highly qualified experts who will provide
strong leadership in the firm's growing restructuring practice,
particularly in the important Houston market, and will help us
take that practice to the next level."

"I am thrilled to join LECG, a premier consulting firm where I am
surrounded and supported by the best in the field," said Mr.
Brickley. "I look forward to helping build the firm's bankruptcy
and restructuring practices, as well as helping grow LECG's
Houston presence."

Mr. Brickley has extensive experience providing thorough and
effective analysis for companies involved in bankruptcy and other
formal insolvency proceedings.  He has been involved in numerous
projects including financial and operational restructurings,
valuations, fairness opinions, solvency analyses and fraudulent
transfer disputes, investment banking and corporate finance
transactions, investigations of fraud and misconduct, asset
divestitures and troubled company due diligence investigations for
clients in numerous industries.  Earlier in his career he served
as an investment banker in both the New York investment banking
department of a large regional investment banking firm and at a
boutique investment banking firm in Houston.

Mr. Brickley holds a MBA in finance from Baylor University and a
BS in political science from Texas A&M University.  He is a
certified insolvency and restructuring advisor (CIRA) and a
certified turnaround professional (CTP).  He is a vice president
and director for the Houston chapter of the Turnaround Management
Association (TMA) and a member of the Association of Insolvency
and Restructuring Advisors (AIRA), the American Bankruptcy
Institute (ABI), the Association of Certified Fraud Examiners
(ACFE) and the State Bar of Texas, Bankruptcy Section (as a non-
lawyer professional).

"I am excited to be part of LECG's growing bankruptcy and
restructuring practices.  I'm eager to work with Doug, a talented
leader with a wide range of experience in the financial advisory
services sector, and look forward to helping to enhance the firm's
practices in these areas," said Mr. Baumgartner.

Prior to joining LECG, Mr. Baumgartner worked in the restructuring
practices of boutique consulting firms and a large international
public accounting firm.  He advised clients of those firms by
providing operational and financial advisory services, going
concern opinions and investigations relating to underperforming
companies involved in bankruptcy and other formal insolvency
proceedings.  He was previously a fixed income securities analyst
for bulge bracket investment banks and a regional money management
firm in Houston.

Mr. Baumgartner holds a MBA in finance and strategy from Rice
University and a BA in economics from Rhodes College.  He sits on
the board of directors of the Houston chapter of the Turnaround
Management Association, and is a member of the Association of
Insolvency and Restructuring Advisors (AIRA) and the American
Bankruptcy Institute (ABI).

                            About LECG

LECG, a global expert services and consulting firm, with more than
800 experts and professionals in 33 offices around the world,
provides independent expert testimony, original authoritative
studies, strategic advisory, and financial advisory services to
clients including Fortune Global 500 corporations, major law
firms, and local, state, and federal governments and agencies
worldwide. LECG's highly credentialed experts and professional
staff conduct economic and financial analyses to provide objective
opinions and advice regarding complex disputes and inform
legislative, judicial, regulatory, and business decision makers.
LECG's experts are renowned academics, former senior government
officials, experienced industry leaders, and seasoned consultants.
(NasdaqGS: XPRT).

Contact: Robin Brassner
+1 (212) 262-7472
rbrassnernyc@gmail.com


* Moody's Reports Softening of Canadian Credit Card Performance
---------------------------------------------------------------
The performance of credit cards in Canada softened slightly in the
second quarter of 2008, but showed remarkable stability as
compared to the performance of credit cards in the UK and the US,
says Moody's Investors Service in its quarterly Canadian Credit
Card Indices report.

During the second quarter the charge-off rate in Canada, as
measured by Moody's Canadian Credit Card Indices, rose to 3.07%,
up from 2.89% a year ago, a figure that is less than half the rate
in either the US (6.38%) or the UK (6.57%).  The charge-off rate
in Canada is rising, says Moody's, but the trend is moderate.
Moody's says the charge-off rate could move above its 3.32%
historic high, reached in September 2003, if the unemployment rate
and personal bankruptcy filings in Canada continue to rise.

The second quarter 2008 delinquency rate, which measures the
proportion of account balances for which monthly payment is more
than 30 days past due and is often a harbinger of movements in the
charge-off rate, rose to 2.29%, from 2.13% a year ago, but fell
from 2.53% in the first quarter.

During the second quarter Canadian cardholders paid back, on
average, 32.22% of their credit card debts, which is actually
about 3.3% higher than last year's second quarter rate of 31.18%.
Second quarter payment rates, as measured by Moody's US and UK
Indices, were 18.00% in the US and 17.24% in the UK, by
comparison.

"Historically, the top Canadian banks have maintained relatively
conservative credit underwriting standards, thereby creating a
legacy of well seasoned, high quality obligors that comprise the
vast majority of their respective credit card loan portfolios,"
explains Moody's Vice President/Senior Analyst Sumant Inamdar.
"On average, these obligors exhibit very low charge-off rates and
very high payment rates compared to typical obligors in either the
UK or US market."

Canada's less volatile economic environment and relatively low
number of bankruptcy filings may also have contributed to the
flatter delinquency and charge-off rates, says Inamdar.
Moody's Canadian Credit Card Indices track key performance metrics
of approximately $65 billion of Canadian credit card receivables.


* Weil's M. Goldstein and Bankruptcy Judge Diehl Honored by IWIRC
-----------------------------------------------------------------
A high-profile restructuring lawyer from Weil Gotshal & Manges in
New York and a respected bankruptcy judge for the Northern
District of Georgia will be honored as this year's "Women of the
Year in Restructuring" by the International Women's Insolvency &
Restructuring Confederation, it was announced today.  Weil
Gotshal's Marcia Goldstein and the Honorable Mary Grace Diehl of
Atlanta will receive this recognition from IWIRC on December 5,
2008 in Tucson, Arizona at the annual ABI Winter Leadership
conference.

"Judge Diehl and Ms. Goldstein exemplify the best attributes of
women in the restructuring field," said Debra Kuptz, Chair of
IWIRC and a managing director of AlixPartners.  "They are very
smart, very committed, and have a deep understanding of the unique
nexus between law and business that defines the restructuring
process.  In addition, they have demonstrated a strong willingness
to support other women in the profession."

Judge Diehl has been a United States Bankruptcy Judge for the
Northern District of Georgia since 2004.  Judge Diehl began her
career in the Litigation Department of Troutman Sanders LLP in
1977, after receiving her law degree cum laude from Harvard Law
School.  During her tenure as a partner at Troutman Sanders, Judge
Diehl chaired the Bankruptcy Practice Group at the firm and also
chaired the Bankruptcy Sections of both the Atlanta Bar
Association and the State Bar of Georgia.  Additionally, Judge
Diehl is a Fellow of the American College of Bankruptcy, a past
President of the Southeastern Bankruptcy Law Institute and is a
past-Chair of the Women in the Professional Section of the Atlanta
Bar Association.  While in practice, Judge Diehl was named in The
Best Lawyers in America and Chambers US: America's Leading
Business Lawyers, among others.  In addition, among other things,
Judge Diehl currently volunteers her time by participating in the
Credit Abuse Resistance Education Program in which she teaches
local high school students about the risks of credit abuse.  In
addition, she is a regular panelist at local and national
bankruptcy conferences and seminars.

Goldstein is the chair of the Business, Finance & Restructuring
department at Weil, Gotshal & Manges and a member of the firm's
Management Committee. She has practiced with the firm for over
thirty years in all areas of domestic and international debt
restructuring as well as crisis management and corporate
governance.  She has served as lead restructuring attorney on many
high-profile reorganizations, including World Com and Parmalat,
and is currently lead counsel to LandSource Communities
Development LLC, a large land development company, as well as
Washington Mutual, Inc.  in their Chapter 11 cases.  She is also
advising American International Group Inc. (AIG) in connection
with its restructuring.

Goldstein graduated magna cum laude from Cornell University with
an A.B in 1973. She received her J.D., cum laude, from Cornell Law
School in 1975, where she was articles editor of the Cornell Law
Review. She is presently Chair of the Cornell Law School Advisory
Council, on the Visiting Committee and is the co-chair of the
Dean's Special Leadership Committee.  Additionally, Goldstein is a
member of the National Bankruptcy Conference and a Fellow of the
American College of Bankruptcy.  She is a frequent speaker at
restructuring conferences and has been named among "best lawyers"
and achieved a top ranking by Chambers US, among others.
"IWIRC is proud to represent such savvy women and we are thrilled
to honor Marcia Goldstein and Judge Diehl as among the best," said
Deirdre Martini, co-chair of this year's awards selection
committee, and the inaugural recipient of the award.  "Given the
billions of dollars that flow through our bankruptcy system every
year, the work of these and other women in this field has a major
impact on America's corporate health."

This award was created in 2006 to recognize women who have made
extraordinary contributions to the practice of reorganization and
corporate turnarounds, according to IWIRC.  Nominations for the
award were accepted from any one practicing in any of the
restructuring-industry disciplines, and honorees did not have to
be IWIRC members to be recognized.

                            About IWIRC

Founded in 1994, IWIRC's mission is to enhance the professional
status and reputation of women in the insolvency practice.  It
fulfills its charter by providing opportunities for networking,
professional development, leadership and mentoring on local and
international levels. Its membership includes attorneys, bankers,
corporate-turnaround professionals, financial advisors and other
professionals, both women and men.  The organization has more than
800 members worldwide, with active networks in Australia, Canada,
Hong Kong, New Zealand, Europe, as well as in all major markets in
the USA. To learn more, visit www.iwirc.com.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                   Total       Total     Working
                                   Assets      Equity    Capital
   Company           Ticker        ($MM)       ($MM)     ($MM)
   -------           ------        ------      ------    -------
ABSOLUTE SOFTWRE     ABT CN           101         (3)         31
APP PHARMACEUTIC     APPX US        1,105        (42)        260
ARBITRON INC         ARB US           162         (9)        (39)
BARE ESCENTUALS      BARE US          263        (49)        113
BLOUNT INTL          BLT US           485        (20)        119
CABLEVISION SYS      CVC US         9,483     (5,001)       (633)
CENTENNIAL COMM      CYCL US        1,394     (1,026)         86
CHENIERE ENERGY      LNG US         2,832       (202)        293
CHENIERE ENERGY      CQP US         1,855       (289)        185
CHOICE HOTELS        CHH US           350        (91)         (8)
CLOROX CO            CLX US         4,587       (364)       (396)
CV THERAPEUTICS      CVTX US          392       (226)        286
CYBERONICS           CYBX US          144         (7)        119
DELTEK INC           PROJ US          188        (62)         34
DISH NETWORK-A       DISH US        7,681     (2,092)       (466)
DOMINO'S PIZZA       DPZ US           441     (1,437)         84
DUN & BRADSTREET     DNB US         1,658       (512)       (192)
DYAX CORP            DYAX US           91        (28)         33
ENERGY SAV INCOM     SIF-U CN         438       (248)        (87)
EXELIXIS INC         EXEL US          255        (23)         (1)
EXTENDICARE REAL     EXE-U CN       1,530        (20)        118
GARTNER INC          IT US          1,115        (15)       (253)
GENCORP INC          GY US          1,014        (22)         66
GENERAL MOTORS       GM US        110,425    (58,994)    (18,461)
GENERAL MOTORS C     GMB BB       110,425    (58,994)    (18,461)
GLG PARTNERS-UTS     GLG/U US         581       (350)         80
HEALTHSOUTH CORP     HLS US         1,980       (874)       (218)
INCYTE CORP          INCY US          205       (237)        152
INTERMUNE INC        ITMN US          206        (92)        151
IPCS INC             IPCS US          559        (44)         48
KNOLOGY INC          KNOL US          647        (44)         13
LIFE SCIENCES RE     LSR US           195         (9)         14
LINEAR TECH CORP     LLTC US        1,665       (378)      1,109
MEDIACOM COMM-A      MCCC US        3,688       (279)       (311)
MOODY'S CORP         MCO US         1,694       (894)       (331)
NATIONAL CINEMED     NCMI US          540       (475)         58
NAVISTAR INTL        NAV US        11,557       (228)      1,501
NEWCASTLE INVT C     NCT US         5,785       (340)          0
NPS PHARM INC        NPSP US          202       (208)       (231)
OCH-ZIFF CAPIT-A     OZM US         2,224       (173)          0
OSIRIS THERAPEUT     OSIR US           29         (8)        (14)
OVERSTOCK.COM        OSTK US          145         (4)         33
PROTECTION ONE       PONE US          654        (52)          4
RASER TECHNOLOGI     RZ US             73        (11)        (12)
REGAL ENTERTAI-A     RGC US         2,557       (224)       (112)
REVLON INC-A         REV US           877       (999)          8
ROTHMANS INC         ROC CN           536       (209)        100
SALLY BEAUTY HOL     SBH US         1,496       (695)        413
SONIC CORP           SONC US          836        (64)        (13)
ST JOHN KNITS IN     SJKI US          213        (52)         80
SUCCESSFACTORS I     SFSF US          168         (3)          4
SYNTA PHARMACEUT     SNTA US           87        (10)         60
TAUBMAN CENTERS      TCO US         3,182        (20)          0
THERAVANCE           THRX US          255       (125)        208
UAL CORP             UAUA US       20,731     (1,282)     (1,583)
UST INC              UST US         1,402       (326)        237
WARNER MUSIC GRO     WMG US         4,519        (99)       (750)
WEIGHT WATCHERS      WTW US         1,110       (901)       (270)
WESTERN UNION        WU US          5,504        (90)        319
WR GRACE & CO        GRA US         3,754       (179)        970
XM SATELLITE -A      XMSR US        1,724     (1,144)       (683)



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, 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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