TCR_Public/081112.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, November 12, 2008, Vol. 12, No. 270

                             Headlines


ACACIA CDO: Moody's Junks Rating on $16.2MM Class D Notes
ACCO BRANDS: Tight Credit Metrics Cues Moody's Ba3 Rating Review
AFC ACQUISITION: Closes 8 of 11 Stores; GOB Sale in Tucson Nov. 15
AJ & A MANAGEMENT: Case Summary & Five Largest Unsecured Creditors
ALASKA COMMUNICATIONS: Moody's Holds B1 Rating; Outlook Stable

ALC FALCON: Escapes $11.7M Center Project's Foreclosure
ALTIUS II: Moody's Cuts Ratings on Three Note Classes to 'C'
AMERICAN INTERNATIONAL: A.M. Best Affirms Ratings; Neg Outlook
AMERICAN INTERNATIONAL: Fitch Holds Ratings; Gov't. Support Good
AMERICAN INTERNATIONAL: Moody's 'A3' Rating Unmoved By Net Loss

AMERICAN INTERNATIONAL: S&P's Ratings Unmoved by $24BB Net Loss
ATHEROGENICS INC: Posts $30MM Net Loss in Quarter ended Sept. 30
AZALEA GARDENS: Ch. 11 Case Summary & Largest Unsecured Creditor
BARRINGTON CDO: Moody's Lowers Ratings on Seven Classes of Notes
BAYOU BEND: Voluntary Chapter 11 Case Summary

BILL HEARD: To Sell Dealerships in Tennessee and Georgia
BRANDON BARBER: Legacy Building Foreclosure Sale on Nov. 12
BROOKE CORP: Lists Fidelity, Relianz & 9 Banks as Creditors
BROOKE INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
BTWW RETAIL: Bankruptcy Affects More Than 130 Stores

BABSON CLO: S&P Cuts Rating on Class E Notes to 'B+'
BUCKINGHAM CDO: Moody's Cuts Ratings on Three Note Classes to 'C'
BUSINESS ALLIANCE: A.M. Best Hikes Issuer Credit Rating to "bbb"
CAGUAS HOUSING: Case Summary & 2 Largest Unsecured Creditors
CALPINE CORP: Net Rises to $134-Mil., Revenue Up by 37% in 3rdQ

CC MEDIA: Posts $90MM Net Loss in Quarter ended September 30
CENTENNIAL COMMUNICATIONS: AT&T Merger Prompts Moody's Review
CENTENNIAL COMMUNICATIONS: S&P Puts 'B' Rating on Positive Watch
CHRYSLER LLC: House Speaker to Push for Aid to Automakers
CIENA CAPITAL: Gets Court Not to Employ Hunton Williams as Counsel

CIENA CAPITAL: Court Extends to Nov. 29 Deadline to File Schedules
CIRCUIT CITY: Bankruptcy Filing Cues NYSE to Delist Securities
CIRCUIT CITY: Court Approves $1.1BB DIP Loan, First Day Motions
CITIZENS SECURITY: A.M. Best Cuts FSR to C++ on Capital Decline
COBALT CMBS: Credit Concerns Cues S&P's Ratings Cut on 4 Classes

COMMERCE PARK: Court OKs Foreclosure Sale on November 18
COMMODORE CDO: Moody's Cuts Ratings on Four Classes of Notes
COOLIDGE FUNDING: Eroding Credit Quality Cues Moody's Ratings Cut
CORPORATE BACKED: S&P Puts BB+ Rating on Negative CreditWatch
CORPORATE BACKED TRUST: S&P Junks Ratings on Two Cert. Classes

CORSAIR 8: Moody's Slashes Rating on $75 Mil. Notes to 'Ba2'
CREDIT AND REPACKAGED: Collateral Risk Cues Moody's Rating Cut
CREDIT AND REPACKAGED: Moody's Cuts $268.7MM Notes' Rating to Ba2
DELPHI CORP: Posts $5.2-Billion 3rdQ Profit Due to GM Deals
DPI OF ROCHESTER: Signs Deal with DSS for Sale of All Assets

EMPIRE LAND: Committee Wants Case Converted to Chapter 7
EQUATOR PLAZA: Voluntary Chapter 11 Case Summary
FANNIE MAE: $29-Bil. Net Loss Won't Affect S&P's 'AAA' Rating
FANNIE MAE: Moody's Ratings Unaffected by $29 Billion Net Loss
FANNIE MAE: Works With Freddie & Gov't on Housing Loan Changes

FERRO CORP: Moody's Puts B2 Rating on $172.5 Million Senior Notes
FIRST NATIONAL: Fitch Rates $11 Million Class D Notes at 'BB+'
FORD MOTOR: House Speaker to Push for Aid to Automakers
FREDDIE MAC: Works With Freddie & Gov't on Housing Loan Changes
FREEDOM CERTIFICATES: S&P Junks Ratings on Classes A & X

FRIEDMAN BILLINGS: Receives Non-Compliance Notice from NYSE
G STREET FINANCE: Moody's Cuts Ratings on Eight Classes of Notes
GARDEN OF EAT'N: Seeks Bankruptcy Protection in Florida Court
GENERAL MOTORS: House Speaker to Push for Aid to Automakers
GENERAL MOTORS: Reports $5BB Liquidity Enhancement Initiatives

GENWORTH FINANCIAL: Moody's Cuts Senior Debt Rating to Baa1
GENWORTH FINANCIAL: Loses Access to Commercial Paper Program
GENWORTH FINANCIAL: Appoints Joelson as Chief Investment Officer
GRAPE ENTERPRISE: Seeks Chapter 11 Protection in Georgia
HANNOVER PAVILION: Voluntary Chapter 11 Case Summary

HOME INTERIORS: To Consider Trustee Appointment Motion Nov. 21
INTERTAN CANADA: Court Grants Creditor Protection under CCAA
J.F.C. DEVELOPMENT: Case Summary & 2 Largest Unsecured Creditors
KENMORE STREET: Poor Credit Quality Cues Moody's Ratings Cut
KLIO II: Moody's Cuts Ratings on Three Note Classes to 'C'

LAGUNA ABS: Moody's Junks Rating on $34MM Class A3 Notes
LAMAR ADVERTISING: S&P Affirms 'BB-' Rating; Outlook Negative
LAS VEGAS SANDS: To Get $525MM Investment from Adelson Family
LATAM TRUST: Moody's Junks Rating on 2036 Certificates From 'B1'
LBREP/L MCALLISTER: Court Approves Appointment of Ch. 11 Trustee

LIBERTY MEDIA: S&P Retains Negative Watch on 'BB+' Corp. Rating
LIPPINCOTT PROPERTIES: Voluntary Chapter 11 Case Summary
LNR CDO: S&P Junks Rating on Class H Series 2007-1 CDOs
MARION COUNTY: S&P Slashes Ratings on 1993 Revenue Bonds to 'BB'
MICROISLET INC: Voluntary Chapter 11 Case Summary

MONITOR OIL: Bondholder Wants Case Converted to Chapter 7
MOON FAMILY: Voluntary Chapter 11 Case Summary
M-2 SPC: Deteriorating Credit Quality Spurs Moody's Rating Cuts
NAUTILIUS RMBS: Fitch Withdraws Junk Ratings on 7 Note Classes
NAVISTAR INT'L: Reorganizes Truck Operations, Cuts Workforce

NRG ENERGY: Exelon to Take $6.2BB Offer to Firm's Shareholders
NORTEL NETWORKS: S&P Puts 'B-' Rating on CreditWatch Negative
NORTH OAKLAND: Court OKs $700,000 Sale of All Assets
OAK VALLEY: Case Summary & Largest Unsecured Creditor
O'CHARLEY'S INC: Performance Shortfall Cues Moody's Rating Cuts

PAUL REINHART: Gets Limited Access to Cash Collateral
PHARMACEUTICAL ALTERNATIVES: Files for Bankruptcy With Owner
PRIMUS GUARANTY: Gets NYSE's Market Value Non-Compliance Notice
RACE POINT: S&P Affirms 'BB' Rating on Three Classes of Notes
REALOGY CORP: S&P Junks Rating on Sr. Secured Credit Facilities

RELIANT ENERGY: Merrill Lynch Extends Waiver Until December 5
ROCK ISLAND: Case Summary & 9 Largest Unsecured Creditors
SABRE INC: S&P Puts 'B+' Long-Term Rating on Negative CreditWatch
SANYO ELECTRIC: Panasonic Merger Prompts S&P's Negative Watch
SATURN VENTURES: Moody's Junks Ratings on Three Classes of Notes

SGS INV: Moody's Downgrades Ratings on Various Classes of Notes
SOUTH COAST: Moody's Cuts Ratings on Eleven Classes of Notes
SPRINT NEXTEL: Amends Credit Agreement, Pays $1 BB of Loan
STANDARD LIFE: A.M. Best Sets 'B' FSR, "bb+" Issuer Credit Rating
SUN MICROSYSTEMS: Revenue Decline Spurs S&P's Negative Outlook

SUPERIOR OFFSHORE: Equity Holders Wants Changes to Committee
TOUSA INC: Court to Consider Cash Collateral Use Extension Today
TRONOX WORLDWIDE: Tight Liquidity Cues Fitch's Rating Downgrades
TROPICANA ENTERTAINMENT: Credit Suisse Balks at Plan Framework
TROPICANA ENTERTAINMENT: Files Tentative Business Plan

TRUMP ENT: Net Loss Rises to $139MM in Qtr. ended September 30
T&T BEEFS: Files for Chapter 11 Protection in Florida Court
VO and CO: Case Summary and 20 Largest Unsecured Creditors
WASHINGTON MUTUAL: Fitch Withdraws Ratings
WHOLE FOODS: Poor Earnings Spurs Moody's 'Ba3' Rating

WR GRACE: Seeks to Sell Off 66 Acres of Howard County Campus
XECHEM INC: Case Summary & 20 Largest Unsecured Creditors

* Fitch Says Maturity Defaults Lead to Rise in CDO Delinquencies
* Moody's Says Outlook Negative for Non-profit Healthcare Sector
* S&P Says Insurers Will Continue to Face Significant Pressures
* S&P Says REITs and REOCs May Face More Negative Rating Actions

* Upcoming Meetings, Conferences and Seminars


                             *********

ACACIA CDO: Moody's Junks Rating on $16.2MM Class D Notes
---------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings of these four classes of notes
issued by Acacia CDO 7, Ltd.:

Class Description: $231,700,000 Class A First Priority Senior
Secured Floating Rate Notes Due 2045

  -- Prior Rating: Aaa
  -- Prior Rating Date: March 24, 2005
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $28,100,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2045

  -- Prior Rating: Aa2
  -- Prior Rating Date: March 24, 2005
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $6,000,000 Class C Third Priority Mezzanine
Secured Floating Rate Deferrable Notes Due 2045

  -- Prior Rating: A2
  -- Prior Rating Date: March 24, 2005
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $16,200,000 Class D Fourth Priority Mezzanine
Secured Floating Rate Deferrable Notes Due 2045

  -- Prior Rating: Baa2
  -- Prior Rating Date: March 24, 2005
  -- Current Rating: Caa1, on review for possible downgrade

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.


ACCO BRANDS: Tight Credit Metrics Cues Moody's Ba3 Rating Review
----------------------------------------------------------------
Moody's Investors Service put ACCO Brands Corporation's Ba3
corporate family and probability of default ratings, in addition
to its Ba1 senior secured and B2 senior subordinated ratings under
review for possible downgrade and lowered the speculative grade
liquidity rating to SGL-3 from SGL-2 given concerns regarding
operating performance as well as the increasing challenge to
maintain flexibility under its financial covenants over the next
12 months as the economy remains weak and the metrics tighten.

Other aspects of the company's liquidity are expected to remain
good including free cash flow and availability under its revolver.
Moody's review for possible downgrade will focus on the company's
performance in the fourth quarter 2008, the likelihood of the
company to be able to continue to reduce debt during 2009 and meet
its financial covenants given step downs.
Moody's expects that the company's ability to improve operating
performance will remain very difficult in the current economic
environment, particularly for the office products space in the
United States, ACCO's largest market.  Increasing softness is
likely to emerge in Canada and Western Europe.

ACCO's SGL-3 speculative grade liquidity rating reflects its
adequate liquidity over the next 12 months.  Notably, ACCO has no
material mandatory debt obligations over the same period and ample
access to funds through its revolving credit and A/R
securitization facilities.  Under its credit agreement, ACCO is
subject to a minimum interest coverage, maximum leverage, and
capital expenditure covenants.  Moody's expects the company to
remain compliant with these respective covenant ratios over the
next twelve months but by a relatively narrow margin.  The SGL
rating also recognizes ACCO's limited alternative liquidity
sources, with the preponderance of its tangible and intangible
assets being pledged to the secured facilities.  Proceeds are
anticipated from the sale of the company's commercial laminating
business.

Ratings Under Review:

  -- Corporate Family rating at Ba3;

  -- Probability of Default rating at Ba3

  -- Senior secured credit facilities at Ba1; (LGD2, 25% -
     subject to change following review)

  -- Senior subordinated notes at B2; (LGD5, 86% subject to
     change following review)

This rating was lowered:

  -- Speculative grade liquidity rating, to SGL- 3 from SGL-2.

ACCO Brands Corporation is a leading supplier of branded office
products, which are marketed in over 100 countries to retailers,
wholesalers, and commercial end-users.  The company reported net
sales of approximately $1.83 billion for the trailing twelve
months ended September 2008.  Moody's last rating action was in
April 2007.


AFC ACQUISITION: Closes 8 of 11 Stores; GOB Sale in Tucson Nov. 15
------------------------------------------------------------------
AzBiz.com reports that AFC Acquisition Corp.'s American Home
furniture stores in Tucson have closed in preparation for a
liquidation sale that will begin on Nov. 15, 2008.  According to
AzBiz.com, American Home's Tucson stores are located at 4690 North
Oracle Road and 9559 East Golf Links Road.

AzBiz.com relates that American Home was operating 11 stores in
Arizona and New Mexico.  American Home, according to the report,
said that it would liquidate six Arizona stores and two New Mexico
stores, leaving one store each in Albuquerque, Farmington, and
Santa Fe.  The report states that American Home has a store in
Sahuarita at 18705 South Frontage Road, and two Arizona stores are
in Mesa and Prescott.

American Home, says AzBiz.com, was already in the process of
closing its warehouse at 2020 West Prince Road.

Headquartered in Albuquerque, New Mexico, AFC Acquisition Corp. --
http://www.americanhome.com/-- operates the American Home chain
of furniture stores.  The company has 674 employees, of whom 611
are full-time workers and the remaining are part-time employees.

AFC Acquisition filed for Chapter 11 protection on Nov. 2, 2008
(Bankr. C. D. Calif. Case No. 08-28517).  David S. Kupetz, Esq.,
at Sulmeyer Kupetz, represents the company in its restructuring
effort.  The company listed assets of $10 million to $50 million
and debts of $1 million to $10 million.


AJ & A MANAGEMENT: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: AJ & A Management Co.
        1118 East 82nd Street
        Chicago, IL 60619

Bankruptcy Case No.: 08-30535

Chapter 11 Petition Date: November 10, 2008

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: John J Lynch, Esq.
                  jjlynch@jjlynchlaw.com
                  Law Offices of John J Lynch, P.C.
                  801 Warrenville Road, Suite 560
                  Lisle, IL 60532
                  Tel: (630) 960-4700
                  Fax: (630) 960-4755

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

           http://bankrupt.com/misc/ilnb08-30535.pdf


ALASKA COMMUNICATIONS: Moody's Holds B1 Rating; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Alaska Communications Systems
Holdings, Inc.'s B1 corporate family rating, B1 probability of
default rating, and the Ba3 rating applicable to the company's
bank credit facility.  Very minor adjustments to loss given
default point estimates were also included in the rating action.
At the same time, the prevailing SGL-3 speculative grade liquidity
rating (indicating adequate liquidity) was affirmed, as was the
stable rating outlook. The rating action follows last week's
concurrent earnings release and confirmation that ACSH's
acquisition of the former Crest Communications Corporation had
been completed.

Moody's most recent rating action was on April 16, 2008, shortly
after the Crest acquisition announcement and concurrent with the
placement of a $125 million convertible senior subordinated
debenture issuance.  The rating action included the B1 CFR, B1
PDR, and the stable rating outlook being affirmed, the bank credit
facility being upgraded to Ba3, and the SGL-3 speculative grade
liquidity rating being assigned.  At that time, ACSH had indicated
that up to $20 million of its $45 million revolving credit
facility may be drawn to fund the Crest acquisition; however,
during the intervening period, overall performance has generally
tracked expectations and a review of ACSH's Q-3 financial results
confirms there is sufficient cash on hand to close the Crest
acquisition.  With it being confirmed that the acquisition can be
funded without affecting credit protection measures or consuming
any of the company's bank credit facility, the existing debt and
liquidity ratings can be affirmed. Consequently, the prevailing
stable rating outlook also remains.
Issuer: Alaska Communications Systems Holdings, Inc.

Affirmations:

  -- Corporate Family Rating, unchanged at B1

  -- Probability of Default Rating, unchanged at B1

  -- Speculative Grade Liquidity Rating, unchanged at SGL-3
     Loss Given Default Assessment Revisions:

  -- Senior Secured Bank Credit Facility, unchanged at Ba3; LGD
     assessment revised to LGD3, 40% from LGD3, 41%

Alaska Communications Systems Holdings, Inc. is a wholly-owned
subsidiary of Alaska Communications Systems Holdings, Inc., a
publicly traded integrated telecommunications provider based in
Anchorage, Alaska.


ALC FALCON: Escapes $11.7M Center Project's Foreclosure
-------------------------------------------------------
Susquehanna Bank was set to foreclose on the $11.7 million
assisted-living center project near Pikesville before ALC Falcon
LLC filed for Chapter 11 protection, court documents say.

Daniel J. Sernovitz at Baltimore Business Journal reports that ALC
Falcon has a $1.5 million secured loan from Susquehanna Bank.

Baltimore Business relates that ALC Falcon contracted Henry H.
Lewis Contractors LLC in May 2005 to constructed Woodholme
Assisted Living, a 53,000-square-foot, three-story development at
1400 Woodholme Avenue.  Court documents indicate that Henry H.
completed about $7.9-million in work but only had been paid about
$500,000.  Work on the center stopped in July due to unpaid fees,
Baltimore Business says, citing J. Mitchell Kearney, Esq., a
partner at Kearney, Dreschler & Awalt LLC of Towson, which
represents Henry H.

Baltimore Business states that a Circuit Court for Baltimore
County judge upheld in July a $7.4 million mechanics' lien sought
by Henry H. to ensure its fees would be paid.

According to Baltimore Business, parent company Assisted Living
Centers Inc. of Columbia's chief operating officer Keith Wilson
said in August that financing the project was more difficult than
he expected.

Less than three months ago, ALC Falcon assured Henry H. that it
was close to financing the project, Baltimore Business states.

                    About ALC Falcon

Columbia, Maryland-based ALC Falcon LLC is a subsidiary of
Assisted Living Centers Inc. of Columbia.

ALC Falcon filed for Chapter 11 protection on Oct. 28, 2008
(Bankr. D. Md. Case No. 08-23984).  Marc Robert Kivitz, Esq., who
has an office in Baltimore, Maryland, represents the company in
its restructuring effot.  The company listed assets of $10,176,000
and debts of $11,027,521.


ALTIUS II: Moody's Cuts Ratings on Three Note Classes to 'C'
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes of
notes issued by Altius II Funding, Ltd., and left two of these
ratings on review for possible downgrade.  The notes affected by
the rating actions are:

Class Description: $1,313,000,000 Class A-1 Floating Rate Notes
Due 2040

  -- Prior Rating: Aaa
  -- Current Rating: A1, on review for possible downgrade
  -- Prior Rating Action Date: Nov. 29, 2005

Class Description: $84,000,000 Class A-2 Floating Rate Notes Due
2040
  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade
  -- Prior Rating Action Date: April 30, 2008

Class Description: $58,000,000 Class B Floating Rate Notes Due
2040

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: April 30, 2008

Class Description: $18,750,000 Class C Floating Rate Notes Due
2040

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: C
  -- Prior Rating Action Date: April 30, 2008

Class Description: $11,250,000 Class D Floating Rate Notes Due
2040

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: C
  -- Prior Rating Action Date: April 30, 2008

Class Description: Preferred Shares

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: C
  -- Prior Rating Action Date: April 30, 2008

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


AMERICAN INTERNATIONAL: A.M. Best Affirms Ratings; Neg Outlook
--------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength ratings (FSR)
and issuer credit ratings (ICR) of the insurance subsidiaries of
American International Group, Inc. (AIG) (New York, NY). In
addition, A.M. Best has affirmed the ICR of "bbb" of AIG. All the
above ratings have been assigned a negative outlook.

A.M. Best's removal of the ratings from under review reflects the
protracted time frame necessary for an orderly sale of AIG's
assets, which exceeds the usual near term time frame incorporated
in an under review status. Clearly, the issues affecting these
ratings continue to be reviewed as they change or emerge, and the
ratings could be downgraded at any time if events do not meet
expectations. Alternatively, the sale of a business to a higher
rated organization could result in an upgrade to the business
sold.

A.M. Best's rating affirmations are heavily based on the U.S.
Government's intervention and provision of immense capital levels
partially without recourse to AIG. All of A.M. Best's future
rating considerations are based on continued U.S. Government
support as long as support is needed. A.M. Best believes the sale
of AIG's businesses will be a lengthy and protracted process
absent a near term and significant turn around of market
conditions, which is not expected. A.M. Best remains quite guarded
regarding the ultimate valuation of the businesses based on a host
of factors including: cost and availability of financing for
potential acquirers, varied perceptions of value, reduction of
competitive bidders, reduced enthusiasm over franchise
availability and length of time assets remain on the market
generating negative speculation. The negative outlook reflects the
interim concern of franchise deterioration during a period of
potential disparity between expected and offered valuations. If
this materializes beyond expectations, or there is a material
deviation from the expected time line, A.M. Best expects to
downgrade the ratings of those businesses affected.

The material support provided to AIG from the Federal Reserve Bank
of New York and the U.S. Government in its entirety is the
underlying impetus to affirm the current ratings. However, A.M.
Best views the terms of the preferred stock investment to be
significantly less than equity-like, and the capital structure and
financial leverage of AIG at September 30, 2008 and estimated to
be at December 31, 2008 are outside of the range representative of
its ratings. In particular, the $23 billion of equity reflecting
the U.S. Government's 79.9% interest in the company is supporting
the $24.5 billion third quarter net loss. However, A.M. Best views
the amortizing asset supporting this equity as less than tangible
capital underlying an already strained capital and leverage
structure.

These rating actions follow AIG's announcement of its third
quarter financial results, restructuring of the company's $85
billion credit facility with the Federal Reserve Bank of New York
and permanent solutions for AIG's U.S. Securities Lending Program
(Securities Lending) and Multi-Sector Credit Default Swap
exposure. The third quarter net loss of $24.5 billion was outside
of A.M. Best's expectations and further increases the scale of the
required asset sales. Contributing to this loss were after tax net
realized capital losses of $15.1 billion, including other than
temporary impairments (OTTI) of $16.2 billion much of which
emanates from valuations or changes in accounting treatment due to
AIG's lack of intent to hold such securities to recovery,
particularly with respect to Securities Lending collateral. The
numbers also reflected a significant $2.3 billion (after tax) of
issuer specific credit write-offs including $.9 billion (after
tax) of Lehman Brothers exposure as well as an additional $4.6
billion (after tax) of additional AIGFP unrealized market
valuation losses. However, the magnitude and capital implications
of the net loss continue to be overshadowed by AIG's liquidity
issues, which have been fully supported by the Federal Reserve
Bank of New York.

The Residential Mortgage Backed Securities (RMBS) held in
connection with the Securities Lending program will be monetized
through the formation of a special purpose vehicle (SPV) and sale
of approximately $40 billion face value securities for
approximately $23.5 billion. The SPV will be funded with an
approximate $22.5 billion senior loan provided by the Federal
Reserve Bank of New York and an approximate $1 billion junior loan
provided by AIG. The senior loan is recourse only to SPV assets.
Principal and interest on the RMBS will be used to first repay the
senior loan and secondarily the junior loan with any residual cash
flows split between the loans. Non-RMBS securities with a market
value of $6.2 billion constitute the remainder of the Securities
Lending program and will be disposed in the market or other means
to monetize these assets. AIG can now exit Securities Lending
domestically and provide more attractive balance sheets to
potential acquirers of the domestic life and retirement services
businesses.

Reduction of the liquidity drain from AIG's Multi-Sector Credit
Default Swaps (CDS) will be accomplished through a similar SPV
structure. The SPV will be comprised of a senior loan provided by
the Federal Reserve Bank of New York and a junior loan provided by
AIG. The senior loan is recourse only to SPV assets. The
counterparties to the CDS contracts held approximately $33 billion
of collateral as of September 30, 2008. Any future upside
emanating from the SPV will be shared between the loans.

The U.S. Government support continues with a restructure of the
current $85 billion two year credit facility into a new $60
billion five year credit facility with significantly lower
interest carry and a $40 billion preferred stock investment with a
10% per annum cumulative compounding dividend. In addition to the
loans to the SPV and restructure of the credit facility, four AIG
affiliates, including subsidiaries of AIG Funding, Inc. and
International Lease Finance Corporation, maintain access to the
Federal Reserves' Commercial Paper Funding Facility (CPFF), which
has been substantially utilized.

A.M. Best has reviewed the potential liquidity drain from AIG's
operations including AIG Financial Products Corp. (FP), the
matched investment program, as well as liquidity support offered
by AIG to several business segments and debt maturities. While it
is not possible to obtain certainty of the cash needs of unwinding
FP's varied and complicated products into hesitant and illiquid
markets, it appears that remaining capacity under the recast
credit facility will be sufficient for the near term although
expectations are quite fluid and changes in ratings and outlook
could be made as information is continually reviewed.

A.M. Best has and will continue to review the rate and exposure
monitoring reports provided by the Commercial Insurance Group
including rate and exposure changes. To date the review does not
warrant a rating revision; however, due to the lag in capturing
bound policies versus current market quotes some concern remains.
In addition, A.M. Best has reviewed employee turnover in key AIG
business segments through a specific listing of key employees.
While the current review does not indicate significant turnover at
this point in the areas reviewed, A.M. Best expects this issue
will continue to evolve, and A.M. Best will continue to focus on
this as a measure of the inherent value of the subsidiary
businesses.

The rating affirmations of AIG's domestic life and retirement
services subsidiaries reflect the individual financial strength
and operating performance of the operating subsidiaries organized
under AIG's domestic life and retirement services operations. The
ratings recognize the life and retirement services estimated
modest statutory after tax operating earnings performance
presented through third quarter 2008, sufficient risk-adjusted
capitalization and its diverse product portfolio. In an effort to
maintain the value of the franchise, AIG's domestic life and
retirement services entities have benefited from roughly $16
billion of capital infusions to offset significant losses stemming
from its securities lending portfolios.

Partially offsetting these positive rating factors are that AIG's
core annuity and spread businesses remain vulnerable to interest
rate risk and the effects of the global economic environment. The
life and retirement services subsidiaries continue to face
challenges due to competitive pressures in its core domestic
product lines. Through third quarter 2008, annuity surrenders have
increased and sales in its retirement services annuity portfolios
have been reduced. Through third quarter 2008, AIG's various
initiatives are supportive of its commitment to recapitalize these
subsidiaries.

Concurrently, A.M. Best has assigned a category of NR-5 (Not
Formally Followed) to the FSR and an "nr" to the ICR of AIG
Assurance Canada due to a legal entity merger into AIG Life
Insurance Company of Canada (both of Toronto, Ontario) effective
October 1, 2008.


AMERICAN INTERNATIONAL: Fitch Holds Ratings; Gov't. Support Good
----------------------------------------------------------------
Actions announced on Nov. 10, 2008, by American International
Group, Inc., the U.S. Treasury and the Federal Reserve provide a
high level of explicit and implicit U.S. government support for
AIG as the company implements its previously announced
restructuring plan, according to Fitch Ratings, which has affirmed
various AIG ratings and removed them from Rating Watch Evolving.

Fitch views the U.S. government's actions as an important part of
its ongoing and wide spread efforts to promote financial stability
in the worldwide economy.  Accordingly, Fitch believes that the
U.S. government has significant incentives to assure AIG is
successful in implementing its restructuring plan, which includes
allowing AIG to emerge as an entity with a financial profile
supportive of 'AA'-category IFS ratings and 'A' rated senior
unsecured debt ratings.

AIG's ratings reflect an assumption of a 'government support
floor' that Fitch expects will remain in place until AIG fully
executes its restructuring plan.  Evidence of waning support prior
to AIG emerging with a financial profile consistent with current
ratings adds an element of above average variability that would
result in Fitch re-thinking AIG's ratings.

Actions announced include:

  -- AIG will issue $40 billion of cumulative senior perpetual
     preferred stock which the U.S. Treasury will purchase
     through the Troubled Asset Relief Program.  These securities
     will be subordinate in ranking to AIG's senior unsecured,
     junior subordinated, and trust preferred obligations.  Under
     its terms, the senior perpetual preferred stock may not be
     redeemed unless borrowings from the Federal Reserve Bank of
     New York are first repaid in full.  This issuance of new
     equity-like securities significantly strengthens AIG's
     capital structure.

  -- Terms of the current $85 billion secured credit facility
     (Fed Facility) between AIG and the FRBNY will be amended.
     The facility's committed amount will be reduced to
     $60 billion and the term will be lengthened to five years
     from two years.  Additionally, the interest rate on drawn
     amounts will be reduced to LIBOR +3.0% from LIBOR + 8.5% and
     the unused commitment fee will be reduced to 0.75% from
     8.5%.  Fitch views the amendments favorably because they
     provide AIG with more time to implement its previously
     announced restructuring plan at a much lower cost of funding
     compared to the Fed Facility's original terms.

  -- FRBNY and AIG will enter into two separate transactions
     under which FRBNY will provide the vast majority of funds
     required to capitalize two special purpose vehicles formed
     to materially reduce liquidity and capital risks in AIG's
     securities lending program and AIG Financial Products
     Corp.'s multi-sector CDO portfolio of credit default swaps.
     One of the SPVs will purchase for cash, certain assets from
     AIG related to its securities lending program that have
     experienced significant declines in market value.  The other
     SPV intends to purchase reference obligations from
     counterparties to AIGFP's multi-sector CDO portfolio of CDS
     contracts in exchange for a commutation of the CDS
     contracts, thus eliminating the contracts' potential
     collateral and capital needs.  Fitch believes that
     successful completion of these securitization transactions
     will materially reduce the liquidity needs and capital
     drains derived from AIG's securities lending program and
     AIGFP's multi-sector CDO CDS portfolio, which in recent
     months have resulted in substantial uses of liquidity
     provided by the Fed Facility.

From a ratings perspective, Fitch views the explicit and implicit
support provided by the U.S. government as sufficient to overcome
the significant execution risks underlying AIG's restructuring
plan.  However, execution risks still exist, and include:

  -- Segments of AIGFP's portfolio of CDS contracts that are not
     part of the AIGFP securitization plan outlined above could
     generate material cash and or capital needs under various
     scenarios.  At June 30, 2008 the notional value of this
     portfolio, excluding the multi-sector CDO portfolio, totaled
     $366 billion;

  -- AIGFP and AIG's American General Finance Corp. will likely
     need assistance from AIG to satisfy their debt obligations.
     Fitch estimates that at Sept. 30, 2008, AIGFP and AIG's
     American General Finance Corp. subsidiary had $39 billion
     and $24 billion of debt outstanding, respectively.  Fitch
     views the majority of this debt as 'matched funded debt' in
     the sense that there are assets with comparable durations
     supporting the debt obligations.  In addition, AIGFP's debt
     is guaranteed by AIG and AGF's bank debt requires AIG to
     maintain certain levels of capital at AGF.  However, given
     the potential for continuing financial market volatility
     that could adversely affect AIGFP, and the outlook for
     deteriorating economic conditions that could adversely
     affect AGF, Fitch believes that ability of the companies'
     matched assets to fully fund these obligations is under
     heightened stress.  As a result, Fitch believes that it is
     increasingly likely that AIG may have to fund a portion of
     AIGFP's and AGF's debt, which places additional liquidity
     pressures at the holding company, and could result in
     additional draws on the Revised Fed Facility;

  -- Proceeds from the sale of AIG's various subsidiaries could
     be less than planned, especially given the current difficult
     economic and capital market environments.  This could cause
     AIG to sell more assets than currently planned in order to
     repay borrowings under the Fed Facility.  If this were to
     occur, this could weaken AIG's post-restructuring financial
     profile;

  -- AIG's operating company subsidiaries, especially those in
     ratings sensitive businesses such as annuity and longer
     duration commercial property/casualty insurance, are likely
     to experience varying degrees of stress as the company
     implements its restructuring plan, including potential
     losses in key personnel and policy cancellations.  While
     Fitch believes that AIG has taken reasonable steps to manage
     these risks; such as focusing on maintaining liquidity and
     pricing adequacy and retaining key staff, the agency
     believes some level of risk persists.

Fitch believes the greatest ratings variability could occur if AIG
is ultimately able to reach sufficient future asset sales in order
to repay borrowings under the Fed Facility and senior perpetual
preferred stock, while financial leverage or other aspects of
AIG's profile at the time, do not support an 'A'-category
unsecured senior debt rating, or 'AA'-category IFS ratings.  Fitch
notes there are no explicit financial leverage or other covenants
that prevent AIG from repaying the senior perpetual preferred
stock under such circumstances, and that any deferral in repayment
of the stock, or replacement with other equity-like securities,
would be voluntary on the part of the U.S. Treasury.  Despite
these limitations, Fitch believes the U.S. government has strong
economic and reputational incentives to support AIG's successful
restructuring.

Ratings affirmed and removed from Rating Watch Evolving include
AIG's:

  -- Long-term Issuer Default Rating (IDR) of 'A';
  -- Senior unsecured securities of 'A';
  -- Junior subordinated securities of 'A-';
  -- Trust preferred securities of 'A-'.

Fitch has also affirmed and removed from Rating Watch Evolving the
'AA-' insurer financial strength ratings on certain AIG domestic
property/casualty and mortgage insurance subsidiaries that AIG
plans to continue to own.  Meanwhile, the 'AA-' IFS ratings on
AIG's domestic life insurance subsidiaries and 'A' ratings on
International Lease Finance Corp., subsidiaries that AIG plans to
sell, remain on Rating Watch Evolving.
Fitch has also downgraded its American General Finance Corp. and
its finance company subsidiaries' IDRs to 'BBB' from 'A' and
preferred stock ratings to 'BB' from 'A-', however AGF's and its
subsidiaries' short-term ratings remain unchanged and have been
affirmed at 'F1' Fitch plans to publish separate commentary on the
ratings actions on AIG's mortgage insurance, ILFC, and AGF
subsidiaries.

Fitch has affirmed and removed these ratings from Rating Watch
Evolving:

American International Group, Inc.

  -- Long-term IDR at 'A';
  -- Senior debt at 'A';
  -- Junior subordinated debentures at 'A-';
  -- Short-term IDR at 'F1'.

AIG Funding, Inc.

  -- Commercial paper at 'F1'.

AIG International, Inc.

  -- Long-term IDR at 'A';
  -- Senior debt at 'A'.

AIG Life Holdings (US), Inc. (formerly American General Corp.)

  -- Long-term IDR at 'A';
  -- Senior debt at 'A''.

American General Capital II

  -- Preferred securities at 'A-'.

American General Institutional Capital A and B

  -- Capital securities at 'A-'.

HSB Capital Trust I

  -- Preferred securities at 'A'.

21st Century Insurance Group

  -- Long-term IDR at 'A';
  -- Senior debt at 'A'.

United Guaranty Corporation

  -- Long-term rating at 'A'.

ASIF Program
ASIF II Program
ASIF III Program
ASIF Global Financial Program

  -- Program ratings at 'AA-'.

Fitch has also affirmed these 'AA-' IFS ratings with a Stable
Rating Outlook:

National Union Inter-company Pool Members:

  -- AIG Casualty Company ;
  -- American Home Assurance Company;
  -- American International South Insurance Company;
  -- Commerce and Industry Insurance Company;
  -- Granite State Insurance Company;
  -- Illinois National Insurance Co. ;
  -- National Union Fire Insurance Company of Pittsburgh, PA;
  -- New Hampshire Insurance Company;
  -- The Insurance Company of the State of Pennsylvania.

Lexington Inter-company Pool Members:

  -- AIG Excess Liability Insurance Company, Ltd. (formerly Starr

Excess Liability Ins. Co., Ltd.);

  -- Landmark Insurance Company;
  -- Lexington Insurance Company.

Foreign Domiciled General Insurance Companies

  -- AIG MEMSA Insurance Company Ltd. (UAE)
  -- AIG (UK) Ltd. (formerly The Landmark Insurance Co. Ltd. (UK)
  -- American International Underwriters Overseas, Ltd. (Bermuda)

These 'AA-' IFS ratings remain on Rating Watch Evolving by Fitch:

  -- AGC Life Insurance Company;
  -- AIG Annuity Insurance Company;
  -- AIG Life Insurance Company;
  -- AIG SunAmerica Life Assurance Company;
  -- American General Life and Accident Insurance Company;
  -- American General Life Insurance Company;
  -- American International Assurance Company (Bermuda) Limited;
  -- American International Life Assurance Company of New York;
  -- American Life Insurance Company;
  -- First SunAmerica Life Insurance Company;
  -- SunAmerica Life Insurance Company;
  -- The United States Life Insurance Company (City of New York);
  -- The Variable Annuity Life Insurance Company.

AIG Personal Lines Inter-company Pool Members:

  -- 21st Century Casualty Company;
  -- 21st Century Insurance Company;
  -- 21st Century Insurance Company of the Southwest;
  -- AIG Advantage Insurance Company;
  -- AIG Auto Insurance Company of New Jersey;
  -- AIG Centennial Insurance Company;
  -- AIG Hawaii Insurance Company;
  -- AIG Indemnity Insurance Company;
  -- AIG National Insurance Company, Inc.;
  -- AIG Preferred Insurance Company;
  -- AIG Premier Insurance Company;
  -- American International Insurance Company;
  -- American International Insurance Company of California;
  -- American International Insurance Company of New Jersey;
  -- American International Pacific Insurance Company;
  -- American Pacific Insurance Company;
  -- New Hampshire Indemnity Company, Inc..

Non-Pooled Companies

  -- AIU Insurance Company;
  -- American International Specialty Lines Insurance Company;
  -- Hartford Steam Boiler Inspection & Insurance Company.

Additionally, Fitch has affirmed these IFS ratings with a Negative
Rating Outlook:

United Guaranty Residential Insurance Company

  -- IFS at 'AA-'.

Ezer Mortgage Insurance Company

  -- IFS at 'A'.

Fitch has also downgraded these ratings and kept them on
Rating Watch Evolving:

American General Finance, Inc.

  -- Long-term IDR to 'BBB' from 'A'.

American General Finance, Corp.

  -- Long-term IDR to 'BBB' from 'A';
  -- Senior debt to 'BBB' from 'A'.

AGFC Capital Trust I

  -- Preferred stock to 'BB' from 'A-'.

These ratings remain on Rating Watch Evolving:

International Lease Finance, Corp.

  -- Long-term IDR 'A';
  -- Senior unsecured debt 'A';
  -- Preferred stock 'A-';
  -- Short-term IDR 'F1':
  -- Commercial paper 'F1'.

American General Finance, Inc.

  -- Short-term IDR 'F1'.
  -- Commercial paper 'F1'.

American General Finance, Corp.

  -- Short-term IDR 'F1'.
  -- Commercial paper 'F1'.

CommoLoCo Inc.

  -- Short-term IDR 'F1'.
  -- Commercial paper 'F1'.

Fitch has withdrawn these ratings:

AIG Capital Corporation

  -- Long-term IDR.
  -- Short-term IDR.


AMERICAN INTERNATIONAL: Moody's 'A3' Rating Unmoved By Net Loss
---------------------------------------------------------------
Moody's Investors Service is maintaining its present ratings on
American International Group, Inc. (senior unsecured debt at A3,
short-term debt at Prime-1, on review for possible downgrade)
following announcements of AIG's large net loss for the third
quarter of 2008 and of a government-supported restructuring plan.

Moody's noted that the restructuring plan includes a large
infusion of preferred stock that would restore much of the capital
lost in recent periods, along with transactions that would limit
AIG's future losses on some of its most troublesome investment and
derivative exposures.  The Current Ratings on AIG incorporate
Moody's expectation that the insurer will continue to benefit from
strong government support while it executes its divestiture and
restructuring plan.  The continuing review for possible downgrade
reflects the substantial uncertainty surrounding (i) the value
that will be received for businesses that are sold, (ii) potential
additional losses incurred during the unwinding of other
businesses, and (iii) the future performance of businesses that
are retained.  Such uncertainty is heightened by the weak global
economy.

AIG reported a net loss of $24.5 billion for the third quarter of
2008, driven mainly by net realized capital losses (mostly other-
than-temporary impairment of investments), unrealized market
valuation losses on derivatives, and other charges related to
financial market turmoil and the restructuring plan.  Over the
past four quarters, AIG has reported cumulative net losses of
$42.9 billion and net unrealized depreciation on investments
totaling $15.9 billion.  These losses and write-downs pertain
largely to mortgage-related exposures in the credit default swap
(CDS) portfolio of AIG Financial Products Corp. and in the
securities lending collateral pool of AIG's US life insurance
subsidiaries.  Significant cash collateral calls and reductions or
terminations of securities borrowing arrangements have strained
AIG's liquidity and capital resources.

To help AIG meet its obligations, the Federal Reserve Bank of New
York provided the company with an $85 billion two-year secured
revolving credit facility on Sept. 16, 2008.  As part of this
transaction, the Fed obtained a 79.9% equity interest in AIG.
Also, on Oct. 8, 2008, the Fed entered into a $37.8 billion
securities borrowing facility with certain of AIG's US insurance
subsidiaries.  Under the restructuring plan announced today, the
Fed intends to replace the $85 billion revolving credit facility
with a $40 billion redeemable perpetual preferred stock issue and
a $60 billion five-year secured revolving credit facility, with
pricing and other terms that are more favorable to AIG than the
current Fed credit facility.

In addition to the recapitalization, AIG and the Fed have
announced a de-risking plan that would cap AIG's exposure to
further market value deterioration in its mortgage-related
securities lending collateral pool and in the multi-sector
component of its CDS portfolio.  In each case, AIG would transfer
these exposures to an unaffiliated special purpose vehicle funded
by a large tranche of senior financing provided by the Fed and a
smaller tranche of subordinated financing provided by AIG.  The
exposures would be transferred to the SPVs at estimated current
market values.  The transaction with the securities lending
collateral pool is intended to allow for termination of AIG's
securities lending program and of the Fed's $37.8 billion
securities borrowing facility.  Although AIG will crystallize
substantial losses on its mortgage-related exposures through these
transactions, the $40 billion preferred stock investment mitigates
that concern, providing significant incremental protection for
senior creditors.

To repay its borrowings under the Fed revolving credit facility,
AIG is attempting to sell a broad range of businesses, including
many of its Life Insurance & Retirement Services, Financial
Services and Asset Management operations, as well as some modest-
sized General Insurance units.  Remaining core operations are
intended to include the US-based Commercial Insurance Group,
Foreign General Insurance and a majority stake in American
International Assurance.

Moody's said that the proposed recapitalization and de-risking
transactions will provide AIG with additional time and flexibility
to facilitate asset sales and bolster AIG's operating performance.
Terminating the securities lending pool may make the participating
life insurers more attractive to potential buyers.  In addition,
the more favorable capital structure may give various constituents
-- customers, distributors, employees, creditors, potential
business buyers -- greater confidence that AIG can complete its
asset sales and repay the Fed revolving credit facility within a
reasonable time frame.

Moody's noted, however, that AIG faces serious headwinds,
including the weak global economy and limited availability of
financing alternatives for potential business buyers.  The company
also faces the daunting task of unwinding the remaining operations
of AIGFP (beyond the multi-sector component of the CDS portfolio).
The costs and timing of this likely prolonged and complex
unwinding process are difficult to estimate, but could be
substantial.  Finally, AIG's ultimate capital structure, assuming
successful completion of the global divestiture plan and repayment
of the Fed revolving credit facility, would still likely include
substantial debt and hybrid securities with large fixed charge
requirements.  Moody's has estimated that AIG's financial leverage
and coverage metrics at that time, absent other capital raising or
restructuring initiatives, would be somewhat weak for the single-A
debt rating.

Offsetting these challenges and weaknesses is the strong support
demonstrated by the Fed.  The Fed has shown flexibility in
adjusting the amount and terms of its support with changing
circumstances at AIG and in the broader financial markets.  The
Current Ratings on AIG and its subsidiaries reflect Moody's
expectation of continuing Fed support, not only to fund immediate
liquidity needs but also to facilitate the global divestiture plan
and the unwinding of AIGFP.  Without such support, the ratings of
AIG and many of its subsidiaries -- including core operations and
businesses identified for sale -- would be lower.
Moody's continuing review of the ratings on AIG and its
subsidiaries will focus on (i) the firm's evolving liquidity
profile, including the level of borrowing under the Fed revolving
credit facility; (ii) execution of the de-risking transactions for
the securities lending pool and the multi-sector component of the
CDS portfolio; (iii) the timing and amounts of cash proceeds
generated from asset sales; (iv) development of a comprehensive
plan to unwind AIGFP, including estimated costs and timing; (v)
the performance of major operating units, whether they are core
operations or targeted for sale; and (vi) the resulting financial
profile (e.g., financial leverage and fixed charge coverage) of
AIG following the asset sales.  For those operations being sold,
Moody's will consider their intrinsic financial strength as well
as the rating profiles of potential acquirers.

The last rating action on AIG took place on Oct. 3, 2008, when
Moody's downgraded the senior unsecured debt rating to A3 from A2,
with a continuing review for possible downgrade, following the
announcement of AIG's global divestiture plan.

AIG, based in New York City, is an international insurance and
financial services organization, with operations in more than 130
countries and jurisdictions.  The company is engaged through
subsidiaries in General Insurance, Life Insurance & Retirement
Services, Financial Services and Asset Management.  AIG reported a
net loss of $24.5 billion for the third quarter of 2008.  As of
Sept. 30, 2008, shareholders' equity was $71.2 billion (including
$23.0 billion of consideration received for preferred stock not
yet issued).


AMERICAN INTERNATIONAL: S&P's Ratings Unmoved by $24BB Net Loss
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
American International Group Inc. (A-/Watch Neg/A-1) and
subsidiaries are unaffected by the company's earnings announcement
and the announcement of a revision to its agreements with the
Federal Reserve.

The company announced a large net loss of $24 billion for the
quarter ended Sept. 30, 2008.  This loss was not unexpected given
the capital markets developments in the third quarter and the
company's exposures.  The reported loss includes realized
investment losses of $15 billion after taxes, most of which AIG
had previously reported as unrealized losses and were
recategorized as realized losses given changes in the company's
expectation of its ability to hold these securities to maturity.
This change does not constitute a cash loss to AIG but only a
change to the accounting characterization.  The core operations
reported strong results, though they were somewhat weaker than S&P
expected because of hurricane losses and the difficult interest
rate and investment environment for the company's life insurance
businesses.

At the same time as the earnings announcement, the company and the
Federal Reserve Bank of New York announced various revisions to
their agreements.  These new revisions include a restructuring of
the $85 billion lending facility from the FRBNY to AIG as a
$60 billion lending facility and an investment of $40 billion in
AIG preferred stock, as well as additional facilities to absorb
the company's exposure under its securities lending and
credit default swap portfolios.  S&P believes these moves are
mostly positive, as they offer more economic terms under the
credit facility and a preferred stock investment similar to those
received by other financial institutions, and they limit AIG's
further losses under its most loss-making exposures.

The downside to AIG is that it will give up to the FRBNY under
these facilities a significant portion of the future recoveries of
asset values, which Standard & Poor's considers to be potentially
significant.  This is a major shift from Standard & Poor's prior
expectations, which were based on substantially lower economic
losses and expected ultimate asset recoveries exceeding $20
billion.  However, S&P believes the heightened level of government
support significantly mitigates this weakening in earnings
capacity.  On the whole, weighing the costs and the benefits to
AIG, S&P thinks these restructurings are mostly positive and
should give the company more time to sell assets under better
economic conditions and an improved ability establish a viable and
profitable long-term general insurance franchise.

S&P's ratings anticipate the continued use of facilities provided
by the Federal Reserve to provide interim funding while AIG
restructures its operations.  The support measures the Federal
Reserve has provided, which are intended to meet the enterprise's
liquidity and subsidiary capital needs, underpin AIG's
reditworthiness.  Without those support measures, it is likely the
holding company would be rated in the speculative-grade category.

The ratings on AIG and its property/casualty subsidiaries remain
on CreditWatch with negative implications.  S&P expects to resolve
the CreditWatch status of these ratings in 2009, when S&P will
likely get a better picture of the company's efforts to price and
retain its business.  Standard & Poor's expects some loss of
business lines and personnel.  If those losses are significant and
threaten future business prospects, S&P could lower the ratings
further.  However, if such potential declines were modest, S&P
could affirm the ratings.

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


ATHEROGENICS INC: Posts $30MM Net Loss in Quarter ended Sept. 30
----------------------------------------------------------------
AtheroGenics, Inc. reported financial results for the third
quarter and nine months ended Sept. 30, 2008.  AtheroGenics
reported a net loss of $29.8 million for the third quarter of
2008, as compared to $14.7 million for the same period in 2007.
For the nine months ended Sept. 30, 2008, AtheroGenics reported a
net loss of $59.0 million as compared to $33.5 million, for the
same period in 2007.  The results for the third quarter and nine
months of 2008 include $19.9 million of expenses classified as
reorganization items.

AtheroGenics recorded no revenues in the third quarter and nine
months ended Sept. 30, 2008, as compared to $7.4 million and
$49.2 million for the same periods in 2007.  Revenues in 2007
were associated with the company's license agreement with
AstraZeneca for AGI-1067, which was terminated in April 2007.

Research and development expenses for the third quarter of 2008
decreased to $5.5 million, as compared to $16.8 million for the
same period in 2007.

For the nine months ended Sept. 30, 2008, research and development
expenses decreased to $23.2 million, compared to $59.1 million for
the same period in 2007.  The decrease in the quarter and nine-
month periods was due to the absence in 2008 of significant
expenditures for the ARISE and FOCUS Phase 3 clinical trials,
which were concluded in 2007, and lower personnel costs. Partially
offsetting these declines were higher clinical trial expenditures
for the ANDES Phase 3 clinical trial, which commenced in August
2007 and concluded in July 2008.

General and administrative expenses for the third quarter of 2008
decreased to $2.6 million, as compared to $3.1 million for the
same period in 2007. For the nine months ended Sept. 30, 2008,
general and administrative expenses decreased to $8.6 million as
compared to $10.6 million for the same period in 2007.  The
decrease in the quarter and year-to-date periods is a reflection
of lower personnel costs and professional fees.

Restructuring and impairment expense in the third quarter and nine
months ended Sept. 30, 2008, was a credit of $572,000 and
represents the reversal of a portion of a 2007 write-off related
to impaired manufacturing assets.  The credit is the value of work
performed for AtheroGenics by a commercial manufacturer in
exchange for the manufacturing assets.

For the nine months ended Sept. 30, 2007, $10.0 million was
recorded for an organizational restructuring that occurred during
the second quarter, which included the write-off of impaired
assets and severance costs.

Interest and other income decreased to $258,000 in the third
quarter of 2008 from $1.3 million reported for the same period in
2007.  For the nine months ended Sept. 30, 2008, interest and
other income decreased to $1.6 million as compared to $4.8 million
reported for the same period in 2007.  The decrease is due to
reduced levels of invested cash and lower interest rates.

Interest expense for the third quarter of 2008 was $2.6 million,
as compared to $3.5 million for the same period in 2007.  The
decrease in interest expense is primarily due to the remaining
unamortized discount (net) on the 2011 Notes being included in
reorganization items in connection with the Chapter 11 filing.

For the nine months ended Sept. 30, 2008, interest expense
increased to $9.5 million as compared to $7.7 million for the same
period in 2007.  This increase is due to the recording in 2008 of
eight months' accretion of the discount on the 2011 Notes that
were issued in July 2007, compared to only three months' accretion
in the prior year.

Reorganization items in the third quarter and nine months ended
2008 represent expenses that were incurred in connection with the
Chapter 11 filing and are separately disclosed. These expenses
primarily consist of non-cash items, including the acceleration of
the discount (net) on the 2011 Notes and debt issuance costs on
the 2012 Notes, as well as professional fees incurred.

At Sept. 30, 2008, AtheroGenics reported total cash and cash
equivalents of approximately $52.7 million.

                       About AtheroGenics

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

Noteholders filed on Sept. 15, 2008, a petition with the U.S.
Bankruptcy Court for the Northern District of Georgia to place
AtheroGenics in Chapter 7 bankruptcy.  The petitioning noteholders
are AQR Absolute Return Master Account, L.P.; CNH CA Master
Account, L.P.; Tamalpais Global Partner Master Fund, LTD; Tang
Capital Partners, LP; and Zazove High Yield Convertible Securities
Fund, L.P.  As of June 30, 2008, AtheroGenics, Inc. had
$72.41 million in total assets, $294.57 million in total
liabilities, resulting in $222.17 million in shareholders'
deficit.


AZALEA GARDENS: Ch. 11 Case Summary & Largest Unsecured Creditor
----------------------------------------------------------------
Debtor: Azalea Gardens, Inc.
        1115 Simpson Street
        Atlanta, GA 30314

Bankruptcy Case No.: 08-82566

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: Sims W. Gordon, Jr., Esq.
                  E-mail: atllaw06@msn.com
                  Gordon & Boykin
                  1180 Franklin Road, SE
                  Suite 101
                  Marietta, GA 30067
                  Tel: (770) 612-2626

Total Assets: $3,090,100

Estimated Debts: $1,934,913

Debtor's Largest Unsecured Creditor:

   Entity                              Claim Amount
   ------                              ------------
   City of Atlanta Watershed Dept.      $29,913.50
   55 Trinity Avenue
   Atlanta, GA 30303

This is the Debtor's second bankruptcy filing.  On Sept. 2, 2008,
the company filed for Chapter 11 relief (Bankr. N.D. Ga. 08-77368)
Said case was terminated on Oct. 10, 2008.


BARRINGTON CDO: Moody's Lowers Ratings on Seven Classes of Notes
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven classes
of notes issued by Barrington CDO, Ltd., and left on review for
possible further downgrade the ratings of four of these classes.

The notes affected by this rating action are:

Class Description: $701,000,000 Class A-1M(A) Floating Rate Notes
Due 2045

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $701,000,000 Class A-1M(B) Floating Rate Notes
Due 2045

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $99,000,000 Class A-1Q(A) Floating Rate Notes
Due 2045

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $99,000,000 Class A-1Q(B) Floating Rate Notes
Due 2045

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $89,000,000 Class A-1J Floating Rate Notes Due
2045

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: C

Class Description: $55,000,000 Class A-2 Floating Rate Notes Due
2045

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: C

Class Description: $31,000,000 Class B Deferrable Floating Rate
Notes Due 2045

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: C

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Oct. 24, 2008, of an event of default
that occurs when the Class A Principal Coverage Ratio is below
100%, as described in Section 5.1(h) of the Indenture dated
Dec. 20, 2005.

Barrington CDO Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.
As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued following the event
of default.  Because of this uncertainty, the ratings assigned to
Class A-1M(A), Class A-1M(B), Class A-1Q(A), and Class A-1Q(B)
remain on review for possible further action.


BAYOU BEND: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Bayou Bend Court Apartments LLC
        Management Office
        5800 Bayou Bend Court
        Houston, TX 77004

Bankruptcy Case No.: 08-37004

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 3, 2008

Court: Southern District of Texas (Houston)

Debtor's Counsel: James R. Clark
                  E-mail: jamesrclark@swbell.net
                  James R. Clark & Assoc.
                  4545 Mt. Vernon
                  Houston, TX 77006
                  Tel: (713) 532-1300
                  Fax: (713) 532-5505

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

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

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


BILL HEARD: To Sell Dealerships in Tennessee and Georgia
--------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Bill Heard
Enterprises Inc. intends to sell the dealerships in Collierville,
Tennessee, and Buford, Georgia.

Mr. Rochelle says, on the one hand, the Tennessee dealership will
go for $8.4 million, representing value of unsold cars, plus $1
million for goodwill, $10 million for the real estate and, on the
other hand, the Buford dealership will be sold for the value of
the autos, $1 million for goodwill, $8 million for the real
estate, and a negotiated value for parts.

An auction will take place on Nov. 19, 2008, Mr. Rochelle says.

                         About Bill Heard

Headquartered in Huntsville, Alabama, Bill Heard Enterprises Inc.
-- http://www.billheardhuntsville.com/-- is one of the largest
dealers of Chevrolet in the United States.  The company and 17 of
its affiliates filed for Chapter 11 protection on Sept. 28, 2008
(Bankr. N.D. Ala. Lead Case No. 08-83028).  Derek F. Meek, Esq.,
at Burr & Forman, LLP, represents the Debtors in their
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in these cases.  Kilpatrick Stockton
LLP represents the Committee.  When the Debtors filed for
protection from their creditors, they listed assets and debts of
between $500 million and $1 billion each.


BRANDON BARBER: Legacy Building Foreclosure Sale on Nov. 12
-----------------------------------------------------------
Scott F. Davis at Northwest Arkansas Times reports that the
foreclosure sale of Brandon Barber's The Legacy Building by Legacy
National Bank will be on Nov. 12, 2008.

Brandon Barber and his company, Lynnkohn LLC, constructed The
Legacy Building, a 117,000-square-foot, 37-unit luxury condominium
at 401 Watson Street in Fayetteville.

As reported in the Troubled Company Reporter on Oct. 15, 2008, the
Hon. Kim Smith at the Washington County Circuit Court ruled in
favor of Brandon Barber's lenders, Citimortgage Inc., and Legacy
National Bank, to foreclose the buildings belonging to the debtor.

According to Northwest Arkansas Times, the sale includes the 29
remaining unfinished residential units, restaurant, and retail
space.  The report says that eight of the residential units have
been sold.

Northwest Arkansas Times relates that a foreclosure sale set in
August was postponed after Lynnkohn filed for Chapter 11
bankruptcy protection, but the federal court dismissed Lynnkohn's
petition because the court found "no reasonable prospect the
company could reorganize."

Limited parking, according to Northwest Arkansas Times, could
affect The Legacy Building's value.  The Legacy Building has 50
parking spaces -- including 11 for current residents, six for the
restaurant and two handicapped spots -- but officials say that
only 31 parking spots are available for the remaining 29
residential units, Northwest Arkansas Times relates.

Based in Fayetteville, Arkansas, Brandon Barber and Seth Kaffka
develops real estate in northwest Arkansas as Lynnkohn, LLC.  The
Debtors filed for Chapter 11 bankruptcy petition on Aug. 20, 2008
(Bankr. W.D. Ark. Case No. 08-73301).  K. Vaughn Knight, Esq., at
Knight Law Firm, PLC, represents the Debtors in their
restructuring efforts.  When they filed for bankruptcy, they
listed $35,365,102 in total assets and $31,618,598 in total debts.


BROOKE CORP: Lists Fidelity, Relianz & 9 Banks as Creditors
-----------------------------------------------------------
Jerry Siebenmark at The Wichita Eagle reports that Brooke Corp.
has listed Fidelity Bank and RelianzBank as its creditors.

According to The Wichita Eagle, Fidelity Bank spokesperson Al
Sanchez said that Brooke has a loan from the bank, describing it
as a "small exposure" and saying that any loss from the loan won't
affect the bank's safety or soundness.

RelianzBank's CEO David Harris said that the bank is also owed
money for a loan, The Wichita Eagle says.  The report quoted Mr.
Harris as saying, "We identified the challenges early on and took
the necessary steps to protect ourselves.  Ultimately, this will
have very minimal impact to the bank, if at all."

Both banks declined to disclose the amount of the loan, states The
Wichita Eagle.

The Wichita Eagle reports that nine other Kansas banks were listed
as Brooke's creditors:

     -- Stockton National Bank in Stockton,
     -- Security State Bank in Scott City,
     -- Heritage Bank in Topeka,
     -- Great American Bank in DeSoto,
     -- Garnett State Savings Bank in Garnett,
     -- First National Bank and Trust in Phillipsburg,
     -- First National Bank of Phillipsburg,
     -- Citizens State Bank in Hugoton, and
     -- Columbian Bank and Trust.

Headquartered in Kansas, Brooke Corp. (NASDAQ: BXXX) --
http://www.brookebanker.com-- is an insurance agency and finance
company.  The company owns 81% of Brooke Capital.  The majority of
the company's stock was owned by Brooke Holding Inc., which, in
turn was owned by the Orr Family.  A creditor of the family, First
United Bank of Chicago, was foreclosed on the BHI stock.  The
company's revenues are generated from sales commissions on the
sales of property and casualty insurance policies, consulting,
lending and brokerage services.

Brooke Corp. and its affiliate, Brooke Capital Corp. filed for
Chapter 11 protection on Oct. 28, 2008 (Bankr. D. Kan. Case No.
08-22786).  Angela R Markley, Esq., is the Debtors' in-house
counsel.  The Debtors listed assets of $512,855,000 and debts of
$447,382,000.


BROOKE INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Brooke Investments, Inc.
             8500 College Boulevard
             Overland Park, KS 66210

Bankruptcy Case No.: 08-22879

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                   Case No.
        ------                   --------
        Brooke Capital Corp.     08-22789
        Brooke Corporation       08-22786

Chapter 11 Petition Date: Nov. 3, 2008

Court: District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtors' Counsel: Angela R. Markley, Esq.
                  E-mail: angela.markley@brookeagent.com
                  8500 College Boulevard
                  Overland Park, KS 66210
                  Tel: (913) 266-4529
                  Fax: (913) 339-6328

                  Jack C. Marvin, Esq.
                  Email: jmarvin@stinson.com
                  1625 N. Waterfront
                  Parkway Suite 300
                  Wichita, KS 67206-6602
                  Tel: (316) 265-8800

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of Brooke Investments' list of 20 largest unsecured
creditors is available for free at:

     See http://bankrupt.com/misc/ksb08-22879.pdf


BTWW RETAIL: Bankruptcy Affects More Than 130 Stores
----------------------------------------------------
Sasha M Pardy at Costar.com reports that BTWW Retail Inc.'s
Chapter 11 filing will affect more than 130 western, equine, and
workwear stores throughout the U.S.

As reported in the Troubled Company Reporter on Nov. 5, 2008, BTWW
Retail, along with three of its affiliates, filed a voluntary
petition under Chapter 11 in the U.S. Bankruptcy Court for the
Northern District of Texas citing financial difficulties.
Costar.com relates that this is BTWW Retail's second time in
bankruptcy.  The company last filed Chapter 11 in 2003, says the
report.

According to Costar.com, BTWW Retail's brands include Western
Warehouse/Boot Town, a 43-store chain of western themed retail
stores until Newport Beach.

Costar.com relates that Marwit Capital Partners, through its Boot
Barn Holding Corp. subsidiary, acquired 22 retail stores from BTWW
Retail on Oct. 27, 2008, and the deal expanded Boot Barn's
footprint from 45 to 67 stores in:

     -- California (38),
     -- Nevada (6),
     -- Arizona (14), and
     -- New Mexico (9).

Costar.com states that there are now 21 Western Warehouse/Boot
Town stores remaining in:

     -- Texas (16),
     -- Arizona (1),
     -- New Mexico (1), and
     -- Colorado (3) under banners Western Warehouse and Boot
        Town.

BTWW Retail, says Costar.com, also runs Corral West Ranchwear 72
stores in:

     -- Washington (3),
     -- Oregon (1),
     -- Idaho (6),
     -- Montana (9),
     -- Wyoming (12),
     -- North Dakota (2),
     -- South Dakota (2),
     -- Nebraska (4),
     -- Colorado (14),
     -- Arizona (2),
     -- Nevada (3),
     -- New Mexico (5),
     -- Texas (2),
     -- Oklahoma (6),
     -- Georgia (1).

Costar.com reports that three Sergeant's Western World stores in
Texas and two Workwear Depot stores in Milwaukee, and Austintown
are also under BTWW Retail.

         Clear Thinking Retained to Assist in Asset Sales

BTWW Retail has retained Clear Thinking Group LLC, a national
advisory firm, to assist in the sale of its assets.  The company
filed a motion on Nov. 5, 2008, seeking approval of a sale process
for all of BTWW Retail's assets.  This motion sets key dates for
an auction and a hearing for approval by the US Bankruptcy court.
A hearing to approve the proposed Sale/Liquidation Transaction is
set for Nov. 25, 2008.  The company filed for Chapter 11
bankruptcy protection on Nov. 3, 2008 in the U.S. Bankruptcy Court
for the Northern District of Texas.

Mr. Alan Minker, Managing Director of the New Jersey based
advisory group, has been retained as the company's Chief
Restructuring Officer, subject to Bankruptcy court approval.
Also retained is Mr. Adam Cook of Clear Thinking Group to assist
in finding a going concern buyer, or buyers, for the debtor's
assets.  Mr. Cook has been advising the Company since June of this
year.  "The company sold 31 stores to Marwit Capital Partners
through its Boot Barn portfolio company prior to filing bankruptcy
as part of two separate transactions.  The company had some
additional interest in selling additional stores just prior to the
bankruptcy petition being filed, and we hope to secure a going
concern (stalking horse) buyer soon," Mr. Cook said.  The company
plans to take bids from potential bidders for all of the company's
assets with a bid deadline designated for Nov. 21, 2008, and has
proposed that an auction be held just prior to the Thanksgiving
holiday.  "We anticipate that this will be a very quick sale
process, and we hope to have a buyer or buyers approved by the
bankruptcy court by the end of this month," said Mr. Cook.

                     About Clear Thinking Group

Clear Thinking Group -- http://www.clearthinkinggroup.com-- is a
national advisory organization that provides a unique perspective
on business opportunities and challenges in a variety of
industries such as: consumer product manufacturing, distribution
and retail, automotive, entertainment, textiles, and temporary
staffing services.

                         About BTWW Retail

Headquartered in Dallas, Texas, BTWW Retail Inc. --
http://btwwretail.com/-- owns and operates more than 130 western,
equine and workwear stores throughout the United States.  The
company has about 1,000 employees.  The company was originally
formed as a corporation, Boot Town Inc., under the laws of the
State of Texas in 1975.  The capital stock of Boot Town was owned
and operated by Harold Pink and members of its family.  Boot Town
filed for relief under Chapter 11 in the United States Bankruptcy
Court for the Northern District of Texas (Case No. 03-81845) on
Nov. 17, 2003.  Boot Town closed six stores and leaving 16
operating stores.  Boot Town delivered an amended joint Chapter 11
plan of reorganization dated June 16, 2004, wherein LKCM Capital
Partners purchased 100% of the company's stock and all payments
were made under the plan.  Boot Town changed its name to BTWW
Retal Inc. as a result.  The Court entered a final decree and
order closing the case on April 1, 2005.


BABSON CLO: S&P Cuts Rating on Class E Notes to 'B+'
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class D and E notes and senior preferred shares issued by Babson
CLO Ltd. 2003-I, an arbitrage high-yield collateralized loan
obligation.  Concurrently, S&P removed the class E and senior
preferred shares ratings from CreditWatch with negative
implications, where they were placed on Aug. 27, 2008. At the same
time, S&P affirmed its ratings on the class A-1, A-2A, A-2B, B,
and C notes.

The downgrades primarily reflect negative rating migration within
the transaction's underlying portfolio.  Currently, approximately
72% of the underlying loans have ratings in the 'B' category, up
from 47% as of the earliest trustee report available, dated
June 30, 2004.  The weighted average spread for the transaction
has decreased over the same period to 2.5% from 2.95%, compared
with a trigger of 2.45%.  The transaction has experienced some
defaults and currently holds over $5.5 million in defaulted debt
obligations.

Standard & Poor's reviewed the results of current cash flow runs
generated for Babson CLO Ltd. 2003-I to determine the level of
future defaults the rated classes can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes.  S&P
found that the ratings now assigned to the notes are consistent
with the credit enhancement available.

        Ratings Lowered and Taken Off CreditWatch Negative

                     Babson CLO Ltd. 2003-I

                       Rating
                       ------
      Class      To             From          Balance (million)
      -----      --             ----          -----------------
      E          B+             BB/Watch Neg              $7.00
      SPref Shrs B+             BB/Watch Neg              $5.00


                        Rating Lowered

                     Babson CLO Ltd. 2003-I

                       Rating
                       ------
      Class      To             From          Balance (million)
      -----      --             ----          -----------------
      D          BBB-           BBB                      $17.70

                       Ratings Affirmed

                     Babson CLO Ltd. 2003-I

          Class      Rating          Balance (million)
          -----      ------          -----------------
          A-1        AAA                       150.00
          A-2A       AAA                        93.00
          A-2B       AAA                        17.00
          B          AA                         20.00
          C          A                          18.50

Transaction Information

Issuer:             Babson CLO Ltd 2003-I
Co-issuer:          Babson (Delaware) CLO Corp. 2003-I
Underwriter:        Wachovia Securities Inc.
Collateral manager: Babson Capital Management LLC
Trustee:            U.S. Bank N.A.


BUCKINGHAM CDO: Moody's Cuts Ratings on Three Note Classes to 'C'
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these three classes of notes
issued by Buckingham CDO Ltd.:

Class Description: Class A LT Notes

  -- Prior Rating: Aaa
  -- Prior Rating Date: May 20, 2008
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: Base Liquidity Advances

  -- Prior Rating: Aaa
  -- Prior Rating Date: May 20, 2008
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $30,000,000 Class B Secured Floating Rate Notes
Due August 2040

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: Caa3, on review for possible downgrade

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

Class Description: $67,000,000 Class C-1 Deferrable Floating Rate
Notes Due August 2040

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: C

Class Description: $67,000,000 (Notional Amount) Class C-2
Interest-Only Deferrable Fixed Rate Notes Due August 2040

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: C

Class Description: $67,000,000 Class C Combination Securities Due
August 2040

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: June 9, 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.


BUSINESS ALLIANCE: A.M. Best Hikes Issuer Credit Rating to "bbb"
----------------------------------------------------------------
A.M. Best Co. has removed from under review with positive
implications and assigned a stable outlook to Business Alliance
Insurance Company (BAIC) (San Bruno, CA). A.M. Best also has
upgraded the financial strength rating to B++ (Good) from B (Fair)
and issuer credit rating to "bbb" from "bb" of BAIC.

These actions follow the October 21, 2008 acquisition of BAIC by
PSM Holding Corporation (PSMHC), a subsidiary of Public Service
Mutual Insurance Company (PSM) (both of New York, NY). PSM is the
lead company of the Magna Carta Companies, which also includes
Paramount Insurance Company (both of New York, NY) and Western
Select Insurance Company (Los Angeles, CA). PSMHC's plans call for
BAIC to eventually reinsure substantially all of its in-force
business with PSM, as well as new and renewal writings.

The ratings recognize the complementary nature of BAIC's small
business owners clientele and producer plant with that of PSM's,
as well as the expected benefits to be gained under the ownership
of a much larger parent with substantially more resources and
capital available to support BAIC on a going forward basis.
Furthermore, with the protracted litigation and resulting
uncertainty over the change in ownership now behind BAIC, the
company is free to concentrate on its core business. Additional
benefits for BAIC include the expanded product offerings,
reinsurance support and expertise of PSMHC. The ratings of the
Magna Carta Companies are unaffected by this transaction.


CAGUAS HOUSING: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Caguas Housing Associates LP
        CMMS 415
        P.O. Box 70344
        San Juan, PR 00936

Bankruptcy Case No.: 08-07492

Chapter 11 Petition Date: November 3, 2008

Court: District of Puerto Rico (Old San Juan)

Judge: Gerardo Carlo Altieri

Debtor's Counsel: Jose Ramon Cintron, Esq.
                  E-mail: jrcintron@prtc.net
                  605 Calle Condado
                  Suite 602
                  San Juan, PR 00907
                  Tel: (787) 725-4027
                  Fax: (787) 725-1709

Total Assets: $8,516,000

Total Debts:  $3,291,000

Debtor's 2 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Desarrollos JLT, Inc.            Trade Debt            $40,000
Lake View Estates
Green Valley Dr. C-4
Cagas, PR 00726

AEE                                                    $26,000
P.O. Box 363508
San Juan, PR 00936


CALPINE CORP: Net Rises to $134-Mil., Revenue Up by 37% in 3rdQ
---------------------------------------------------------------
Calpine Corporation reported operating revenues of $3.2 billion
for third quarter 2008, an increase of 37% over operating revenues
in the third quarter 2007.  Net income, excluding reorganization
items, rose to $134 million for the quarter ended Sept. 30, 2008.
This result includes a pre-tax net mark-to-market non-cash gain of
$38 million, as shown in Table 1 below.  Third quarter net income
also includes a one-time impairment loss of $179 million related
to the interest in Auburndale and a $13 million one-time loss
related to the settlement of certain disputes.

Commodity Margin for the third quarter was $842 million, an
increase of $110 million over the third quarter 2007, as seen in
Table 3 below, primarily due to the Company's performance in the
Texas region where Commodity Margin increased by $104 million, or
62% over the same period last year.  Higher market spark spreads
and plant availability, together with prudent risk management
following Hurricane Ike, drove the year-over-year improvements.

Adjusted EBITDA was $593 million for the quarter, up 17%, or
$88 million from $505 million reported for the third quarter
2007, as seen in Table 2 below.  This increase is mainly
attributed to the increase in Commodity Margin, as discussed
above, decreased plant operating expenses not related to
scheduled major maintenance activity of $10 million and an
increase in other revenue of $6 million, partially offset by a
$32 million decrease in pre-tax realized MtM (cash portion)
revenue and a $12 million increase in sales, general and other
administrative expenses (without depreciation and non-cash
employee stock-based compensation) primarily related to increased
legal and consulting expenses associated with Calpine's emergence
from bankruptcy in January of this year.

Net cash provided by operating activities for the third
quarter 2008 increased $685 million, or 268%, to $941 million
over the same period in 2007.  This increase is mainly attributed
to a $324 million return of net cash collateral deposits, a $24
million reduction in gas and power prepayments and a $66 million
change in additional working capital.

"Calpine has delivered record financial results for the
third quarter despite cooler weather and major hurricanes in our
primary markets, as well as a slowdown in the economy," said Jack
Fusco, Calpine's President and Chief Executive Officer.
"Importantly, despite considerable turbulence in the financial
markets, we have been able to substantially improve liquidity
which will enable us to continue to execute on our business plan.
Other achievements included completion of the jointly owned
Greenfield Energy Centre, which commenced commercial operations
in October, and power plant operating availability of 97%.  These
exceptional results are due to our careful focus on operating our
business, our hedging program, utilizing a first-lien structure
to preserve liquidity, managing counterparty risk, fiscal
discipline and excellence in plant operations."

For the first nine months of 2008, operating revenues increased
by 32% from the same period last year to $8.0 billion.  Net
income (loss), excluding reorganization items, was improved
by $387 million to ($144) million, when compared against the same
period in 2007.  Commodity Margin for the first nine months of
2008 was $2.1 billion compared to Commodity Margin of $1.7
billion in the first nine months of 2007.  Adjusted EBITDA for
the first nine months of 2008 was $1.4 billion versus $1.1
billion for the same period in 2007.  This increase is largely
attributed to the $424 million increase in Commodity Margin due
to strong performance of our Texas region where Commodity Margin
increased by $268 million, or 68%, over the same period last
year, favorable market conditions during the off-peak period in
the West during the second quarter and higher natural gas prices
in the second quarter and the first half of the third quarter of
2008 which benefited our plants as they operated more efficiently
than market heat rates.

Net cash provided by operating activities for the nine-month
period ending September 30, 2008, increased $283 million, or
393%, to $355 million over the same period in 2007.  This
increase is mainly attributed to a $61 million return of net cash
collateral deposits.

               Regional Segment Review of Results

                  Commodity Margin by Segment
                         (in millions)

                           Three Months Ended Nine Months Ended
                               September 30,      September 30,
                           ------------------  -----------------
  Segment                    2008      2007      2008      2007
  -------                  --------  --------  -------- --------
  West                       $345      $385      $954      $880
  Texas                       272       168       660       392
  Southeast                   106       112       234       214
  North                        96        79       230       217
  Other                        23       (12)       35       (14)
                           --------  --------  -------- --------
  Total                      $842      $732    $2,113    $1,689
                           ========  ========  ======== ========

West: Commodity Margin in our West segment decreased by $40
million, or 10%, for the three months ended September 30, 2008,
compared to the same period in the prior year resulting from
lower realized margins on hedged positions as well as the
negative impact on our natural gas held in storage resulting from
the decrease in market natural gas prices in September 2008.
Partially offsetting the decrease were the favorable impacts of
new and renegotiated power contracts and, to a lesser extent, a
3% increase in generation during the three months ended
September 30, 2008, compared to 2007.  The increase in generation
was attributed to a 2% increase in our average capacity factor,
excluding peakers, driven by a 2% increase in our average
availability for the three months ended September 30, 2008,
compared to the three months ended September 30, 2007.

West segment Commodity Margin for the nine-month period
ending September 30, 2008, increased $74 million or 8% over the
same period in 2007.  This increase primarily resulted from
higher off-peak spark spreads in April 2008 due to lower
hydroelectric generation and the favorable impact of new power
contracts and a 5% increase in generation during the nine months
ended September 30, 2008, compared to 2007.

Texas: Commodity Margin in our Texas segment increased by
$104 million, or 62%, due primarily to higher market spark
spreads in July and August of 2008 compared to the same period in
2007.   Market spark spreads decreased in September 2008 compared
to the same period in 2007 due to the impact of Hurricane Ike;
however, we were able to purchase replacement power at prices
below our generation cost and hedged prices during the same
period, which had a favorable impact in September 2008.
Generation increased in July and August 2008 as a result of the
favorable market conditions and higher average availability, but
the negative impact of Hurricane Ike in September 2008 left
generation relatively unchanged for the third quarter of 2008
compared to 2007.  We experienced a 3% increase in our steam
adjusted heat rate for the three months ended September 30, 2008,
compared to 2007 resulting from the loss of steam load due to the
impact of Hurricane Ike and lower steam demand from two of our
customers.

For the nine-month period ending Sept. 30, 2008, Commodity Margin
in our Texas segment increased by $268 million, or 68%, due
primarily to higher market spark spreads from higher natural gas
prices and transmission congestion in the South and Houston zones
in the second quarter and the first half of the third quarter of
2008.

Southeast: Commodity Margin in our Southeast segment decreased
$6 million, or 5%, during the three months ended Sept. 30, 2008,
compared to 2007 resulting from lower market spark spreads on open
positions.  However, the decrease was substantially offset by
higher hedged levels on existing generation and the favorable
impact of new power contracts which effectively negated a 15%, or
1,122 MW, decrease in our average total MW in operation and lower
market spark spreads in the third quarter of 2008 compared to
2007.  Generation decreased 28% during the three months ended
September 30, 2008, compared to 2007 due primarily to a 15% or
1,122 MW decrease in our average total MW in operation following
the sale of our interest in Acadia Power Partners in 2007 and the
deconsolidation of Auburndale during the third quarter of 2008.
Also contributing to the decrease in generation was a 13% decrease
in our average capacity factor, excluding peakers, which resulted
from lower market heat rates as well as an unplanned outage at our
Carville Energy Center due to Hurricane Gustav during the third
quarter of 2008.

For the nine-month period ending Sept. 30, 2008, Commodity Margin
in our Southeast segment increased by $20 million, or 9%, compared
to 2007 resulting from the impact of higher hedged levels on
existing generation, the favorable impact of new power contracts
and $21 million of Commodity Margin recognized during the second
quarter of 2008 related to a transmission capacity contract for
which we received approval from the Federal Energy Regulatory
Commission during the second quarter of 2008.

North: Commodity Margin in our North segment increased by
$17 million, or 22%, resulting from higher realized spark spreads
as well as an increase in our hedged position during the three
months ended September 30, 2008, compared to 2007.  The increase
was partially offset by a decrease in generation of 15% during
the third quarter of 2008, compared to the same period in 2007
due primarily to lower generation at power plants whose
generation is contracted and controlled by third parties.  Steam
adjusted heat rate increased by 3% due to lower steam demand at
two of our power plants.

For the nine-month period ending Sept. 30, 2008, Commodity Margin
in our North segment increased by $13 million, or 6%, resulting
from higher realized spark spreads and an increase in our hedged
position compared to 2007.  This was partially offset by outages
at our Westbrook Energy Center during the second quarter of 2008.

Other: Commodity Margin in our Other segment increased by
$35 million during the third quarter and by $49 million for the
nine-month period ending September 30, 2008, primarily resulting
from the roll-off from OCI into earnings of the realized portion
of non-region specific natural gas hedges and elimination of
inter-segment transactions.

                Liquidity and Capital Resources

                      Corporate Liquidity
                         (in millions)

                                        Sept. 30,   June 30,
                                          2008        2008
                                        --------    --------
Cash and cash equivalents, corporate       $549        $157
Cash and cash equivalents, non-corporate    302         213
                                        --------    --------
Total cash and cash equivalents           851         370

Letter of credit availability                12          85
Revolver availability                       727         221
                                        --------    --------
Total current liquidity                $1,590        $676
                                        ========    ========

Despite the turmoil in the financial markets during the
third quarter, Calpine's liquidity position increased by $914
million to $1.6 billion due to a $481 million increase in cash
balances and a $506 million increase in Exit Credit Facility
revolver availability.  The increase in cash and revolver
availability was primarily driven by $324 million in return of
cash collateral, $43 million in reductions in gas and power
prepayments and $89 million in reclassification of restricted
cash to unrestricted cash.

Subsequent to the end of the third quarter, Calpine elected
to draw $725 million under its Exit Credit Facility revolver as a
proactive financial decision to reduce the risk of non-
performance from the institutions that hold a revolving
commitment in its corporate first-lien facility, thereby
enhancing the quality of the Company's liquidity during a period
of great uncertainty in the capital markets.

            Plant Development and Construction

Greenfield Energy Centre: This 1,005 MW combined-cycle,
natural gas-fired plant in Ontario, Canada, 50% owned through a
joint venture with Mitsui & Co., achieved commercial operation on
Oct. 17, 2008.  Greenfield has a 20-year clean power supply
contract with the Ontario Power Authority for the full output
with guaranteed revenue equivalent to a fixed monthly payment,
plus payment for variable operating and maintenance costs based
on actual power generation.

Otay Mesa Energy Center: The 596 MW combined-cycle, natural
gas-fired Otay Mesa plant near San Diego is under construction
and scheduled to begin commercial operations in September 2009.
Calpine has sold 596 MW of production under a ten-year power
purchase agreement (PPA) with San Diego Gas & Electric.

Russell City Energy Center: This is a joint development
project in which Calpine holds a 65% interest, in partnership
with GE Energy Financial Services, for a 600 MW combined-cycle,
natural gas-fired plant to be constructed in the San Francisco
Bay area.  In the third quarter, the 2006 PPA between Pacific Gas
& Electric Company (PG&E) and Russell City Energy Company, LLC,
under which PG&E would take 100% of the generation for ten years,
was amended to provide for continued development with an expected
commercial operation date in June 2012.  Completion of the
Russell City development project is dependent upon obtaining the
necessary permits and regulatory approvals.

                   Operations Update

Plant Operations Achievements: Our plants had an exceptional
quarter with achievements in several important categories:

   * Safety: We had top quartile safety performance with a lost
    -time rate of 0.17. In addition, our Magic Valley Generating
     Station earned OSHA's VPP Recognition for outstanding
     efforts by an employer and its employees to achieve a level
     of excellence in occupational safety and health at their
     worksites.

   * Geothermal: The Geysers geothermal facilities had a forced
     outage factor of only 0.01%.  In addition, our facilities
     were recognized by the State of California with a seventh
     consecutive Outstanding Lease Maintenance Award for
     environmental stewardship, safety, infrastructure
     maintenance and resource conservation.

   * Fossil Generation: Fleetwide, our natural gas-fired units
     had a forced outage factor of 2.8% before adjustments for
     storms and less than 2% after adjustment for forced outages
     due to Hurricane Ike and Hurricane Gustav.

Commercial Operations Achievements: Our commercial operations
group has continued to reduce natural gas and power price exposure
and lock in commodity margin, despite a difficult commercial
environment in a more collateral efficient manner.

   * Filled out a substantial portion of the unhedged balance of
     2008 price risk enabling us to provide the full year 2008
     guidance discussed below.

   * Substantially increased our hedges for 2009 at target
     prices to lock in commodity margin.  This places Calpine in
     a strong position to perform -- notwithstanding the current
     economic slowdown.

   * Executed a new 500 MW PPA with TVA in the Southeast Region.

   * Increased usage of the First-Lien or so-called "right-way-
     risk" program by almost 140% since September 1, 2008.

   * The Texas team delivered strong September results despite
     the impacts of Hurricane Ike.

                       Outlook For 2008

     Adjusted EBITDA and Major Cash Items Guidance for 2008
                        ($ in millions)

                              Full Year 2008     Recurring
                              --------------    -----------
Adjusted EBITDA                 $1,650-$1,675

Major cash items:
Recurring Cash Interest           $800             $750
Cash Major Maintenance            $165          $150-160
Capital Expenditures              $170          $110-130

Delivering on management's commitment to increase the level
of transparency to assist the investment community in evaluating
the Company, Calpine is providing 2008 Adjusted EBITDA guidance
for the first time since emerging from bankruptcy.  Our Adjusted
EBITDA guidance for 2008 is $1.650-$1.675 billion.  The Company's
2008 guidance reflects the substantial hedging progress that our
commercial operations team has been able to achieve this year,
with 92% hedged on expected energy deliveries at an average spark
spread price of $26 per MWh.

             Investor Conference Call and Web Cast

Calpine hosted a conference call discussing its financial and
operating results for the three and nine months ended September
30, 2008, on November 7, 2008, at 10:00 a.m. ET/9:00 a.m. CT.  An
archived recording of the call will be made available on the Web
site and can also be accessed by dialing 888-203-1112 or 719-457-
0820 (International) and providing Confirmation Code 4259943.

Calpine's Quarterly Report on form 10-Q, including its
unaudited financial statements, for the quarter ended
September 30, 2008, has been filed with the Securities and
Exchange Commission and may be found on the SEC's Web site at:

             http://ResearchArchives.com/t/s?34c4

              Calpine Corporation and Subsidiaries
             Condensed Consolidated Balance Sheets
                           Unaudited
                   As of September 30, 2008

                             ASSETS

Current assets:
  Cash and cash equivalents                       $851,000,000
  Accounts receivable, net                       1,067,000,000
  Accounts receivable, related party                 4,000,000
  Materials and supplies                           147,000,000
  Margin deposits and other prepaid expense        533,000,000
  Restricted cash, current                         264,000,000
  Current derivative assets                      2,350,000,000
  Current assets held for sale                               -
  Other current assets                             108,000,000
                                               ---------------
     Total current assets                        5,324,000,000

Property, plant and equipment, net               11,923,000,000
Restricted cash, net of current portion             172,000,000
Investments                                         373,000,000
Long-term derivative assets                         469,000,000
Other assets                                        728,000,000
                                               ---------------
  Total assets                                 $18,989,000,000
                                               ===============

               LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                $760,000,000
  Accrued Interest Payable                          71,000,000
  Debt, current portion                            662,000,000
  Current derivative liabilities                 2,433,000,000
  Income taxes payable                              39,000,000
  Other current liabilities                        450,000,000
                                               ---------------
      Total current liabilities                  4,415,000,000

  Debt, net current portion                      9,133,000,000
  Deferred income taxes, net of current portion    144,000,000
  Long-term derivative liabilities                 478,000,000
  Other long-term liabilities                      228,000,000
                                               ---------------
Total liabilities not subject to compromise      14,398,000,000
Liabilities subject to compromise                             -

Commitments and contingencies                                 -
Minority Interest                                     3,000,000
Stockholders' equity:
  Preferred stock                                            -
  Common stock                                       1,000,000
  Treasury stock                                    (1,000,000)
  Additional paid-in capital                    12,203,000,000
  Accumulated deficit                           (7,588,000,000)
  Accumulated other comprehensive income (loss)    (27,000,000)
                                               ---------------
  Total stockholders' equity (deficit)           4,588,000,000
                                               ---------------
  Total liabilities and stockholders'
  equity (deficit)                             $18,989,000,000
                                               ===============

              Calpine Corporation and Subsidiaries
              Consolidated Statement of Operations
            For Three Months Ended September 30, 2008

Operating revenues                               $3,190,000,000

Cost of revenue:
  Fuel and purchased energy expense              2,322,000,000
  Plant operating expense                          198,000,000
  Depreciation and amortization expense            110,000,000
  Other cost of revenue                             26,000,000
                                                --------------
    Total cost of revenue                        2,656,000,000
                                                --------------
      Gross profit                                 534,000,000

Sales, general and other administrative expense      58,000,000
Impairment charges                                  179,000,000
Other operating expense                              25,000,000
                                                --------------
  Income from operations                           272,000,000

Interest expense                                    212,000,000
Interest (income)                                   (11,000,000)
Minority interest (income) expense                   (1,000,000)
Other (income) expense, net                          18,000,000
                                                --------------
  Income (loss) before reorganization items and     54,000,000

Reorganization items                                 (2,000,000)
                                                --------------
  Income before income taxes                        56,000,000

(Benefit) provision for income taxes                (80,000,000)
                                                --------------
  Net income                                      $136,000,000
                                                ==============

             Calpine Corporation and Subsidiaries
             Consolidated Statement of Operations
           For Nine Months Ended September 30, 2008

Operating revenues                               $7,969,000,000

Cost of revenue:
  Fuel and purchased energy expense              5,935,000,000
  Plant operating expense                          636,000,000
  Depreciation and amortization expense            329,000,000
  Other cost of revenue                             88,000,000
                                                --------------
    Total cost of revenue                        6,988,000,000
                                                --------------
      Gross profit                                 981,000,000

Sales, general and other administrative expense     154,000,000
Impairment charges                                  179,000,000
Other operating expense                              25,000,000
                                                --------------
  Income from operations                           623,000,000

Interest expense                                    837,000,000
Interest (income)                                   (38,000,000)
Minority interest (income) expense                   (1,000,000)
Other (income) expense, net                          29,000,000
                                                --------------
  Income (loss) before reorganization items and    204,000,000

Reorganization items                               (263,000,000)
                                                --------------
  Income before income taxes                        59,000,000

(Benefit) provision for income taxes                (60,000,000)
                                                --------------
  Net income                                      $119,000,000
                                                ==============


              Calpine Corporation and Subsidiaries
              Consolidated Statement of Cash Flows
            For Nine Months Ended September 30, 2008

Cash flows from operating activities:
  Net income                                      $119,000,000
  Adjustments to reconcile net income
  to net cash provided by operating activities:
    Depreciation and amortization expense          418,000,000
    Deferred income taxes                          (60,000,000)
    Panda settlement                                13,000,000
    Impairment charges                             179,000,000

    Loss on sale of assets, excluding reorganization
       items                                         6,000,000
    Foreign currency transaction gain               (2,000,000)
    Change in the fair value of derivative
       assets and liabilities                       40,000,000
    Derivative contracts classified as
       financing activities                        (70,000,000)
    Loss from unconsolidated investments in
       power projects                               10,000,000
    Stock-based compensation expense (income)       36,000,000
    Reorganization items                          (331,000,000)
    Other                                            9,000,000
  Change in operating assets and liabilities:
    Accounts receivable                            126,000,000
    Other assets                                    96,000,000
    Accounts payable, LSTC and accrued expenses    (76,000,000)
    Other liabilities                             (158,000,000)
                                                 -------------
      Net cash provided by operating activities    355,000,000
                                                 -------------

Cash flows from investing activities:
  Purchases of property, plant and equipment      (108,000,000)
  Disposals of property, plant and equipment        16,000,000
  Proceeds from sale of investments,
      turbines and power plants                    398,000,000
  Cash required due to reconsideration of Canadian
     Debtors and other foreign entities             64,000,000
  Contributions to unconsolidated investments      (14,000,000)
  Return of investment in Canadian Debtors                   -
  Return of investment from unconsolidated
     investments                                    26,000,000
  Decrease in restricted cash                      145,000,000
  Cash effect of deconsolidation of
     variable interest entities                      2,000,000
  Other                                              5,000,000
                                                --------------
    Net cash provided by investing activities      534,000,000
                                                --------------

Cash flows from financing activities:
  Repayment of notes payable and lines of credit   (98,000,000)
  Borrowings under project financing               356,000,000
  Repayments of project financing                 (297,000,000)
  Repayments of CalGen Secured Debt                          -
  Borrowings under DIP Facility                              -
  Repayment of DIP Facility                        (98,000,000)
  Borrowings under Exit Facilities               3,523,000,000
  Repayment of Exit Facilities                  (1,460,000,000)
  Borrowings under Commodity Collateral Revolver   100,000,000
  Repayments of Second Priority Debt            (3,672,000,000)
  Redemptions of preferred interests              (166,000,000)
  Financing costs                                 (207,000,000)
  Derivative contracts                              70,000,000
  Other                                             (4,000,000)
                                                --------------
   Net cash (used in) provided by
   financing activities                         (1,953,000,000)
                                                --------------

Net increase in cash & cash equivalents          (1,064,000,000)
Cash and cash equivalents, beginning period       1,915,000,000
                                                --------------
Cash and cash equivalents, end period              $851,000,000
                                                ==============

                          About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of Jan. 31, 2008.

(Calpine Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


CC MEDIA: Posts $90MM Net Loss in Quarter ended September 30
------------------------------------------------------------
CC Media Holdings, Inc. reported results for its third quarter
ended Sept. 30, 2008.  Net loss for three months ended Sept. 30,
2008, was $90.1 million compared to net income of $279.7 million
for the same period in the previous year.

CC Media Holdings reported revenues of $1.7 billion in the third
quarter of 2008, a decrease of 4% from the $1.8 billion reported
for the third quarter of 2007.  Included in the company's revenue
is a $20.2 million increase due to movements in foreign exchange;
strictly excluding the effects of these movements in foreign
exchange, revenues would have declined 5%.

The company's operating expenses increased 5% to $1.2 billion
during the third quarter of 2008 compared to 2007.  Included in
CC Media Holdings' third quarter 2008 expense is an $18.1 million
increase due to movements in foreign exchange.  Excluding the
effects of these movements in foreign exchange in the 2008
expenses, expense growth would have been 3%.  Also included in CC
Media Holdings' third quarter 2008 operating expense is $30.6
million of non-cash compensation expense.  This compares to non-
cash compensation expense of $7.9 million in the third quarter of
2007. The increase is attributed to the accelerated expensing of
equity awards that vested at the closing of the merger.

The company's third quarter 2008 net income included approximately
$148.8 million in merger related expenses that included
approximately $39.2 million of non-cash compensation expenses
related to equity awards vested at the closing of the merger,
approximately $29.8 million related to bond tenders associated
with the merger and general merger expenses of approximately
$79.8 million.  The third quarter 2008 net income also included an
approximate $9.0 million loss on the impairment of a
nonconsolidated affiliate and a gain of approximately $9.2 million
on the sale of portion of its investment in a nonconsolidated
affiliate.

                 Liquidity and Financial Position

For the nine months ended Sept. 30, 2008, cash flow from operating
activities was $1,080.6 million, cash flow used by investing
activities was $17,924.5 million, cash flow used by financing
activities was $15,913.3 million, and net cash provided by
discontinued operations was $1,029.2 million for a net increase in
cash of $98.6 million.

As of Nov. 7, 2008, the company had approximately $1.4 billion
available on its bank revolving credit facility.  As of Nov. 7,
2008, 63% of the company's debt bears interest at fixed rates
while 37% of the company's debt bears interest at floating rates
based upon LIBOR.

The company's senior secured credit facilities require the company
to comply with a maximum consolidated senior secured net debt to
adjusted EBITDA (as calculated in accordance with the senior
secured credit facilities) ratio.  The covenant does not become
effective until the quarter ending March 31, 2009. Secured
Leverage, defined as secured debt, net of cash, divided by the
trailing 12-month consolidated EBITDA, was 6.0x at Sept. 30, 2008.

                   About CC Media Holdings, Inc.

CC Media Holdings, the parent company of Clear Channel
Communications, is a media and entertainment company specializing
in mobile and on-demand entertainment and information services for
local communities and premiere opportunities for advertisers.  The
company's businesses include radio and outdoor displays.

CC Media Holdings, Inc., the new parent company of Clear Channel
Communications, Inc. was formed in May 2007 by private equity
funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee
Partners, L.P., for the purpose of acquiring the business of Clear
Channel Communications, Inc. The acquisition was completed on
July 30, 2008, pursuant to the Agreement and Plan of Merger, dated
November 16, 2006, as amended on April 18, 2007, May 17, 2007, and
May 13, 2008.

Prior to the consummation of its acquisition of Clear Channel on
July 30, 2008, the company had not conducted any activities, other
than activities incident to its formation and in connection with
the acquisition, and did not have any assets or liabilities, other
than as related to the acquisition.  Subsequent to the
acquisition, Clear Channel became an indirect, wholly-owned
subsidiary of the company and the business of the company became
that of Clear Channel and its subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2008,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit ratings to CC Media Holdings Inc., the parent company of
San Antonio, Texas-based Clear Channel Communications Inc.
(B/Stable/--).  The outlook is stable.


CENTENNIAL COMMUNICATIONS: AT&T Merger Prompts Moody's Review
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings and the stable
outlook of AT&T, Inc. and has placed the debt of Centennial
Communications Corporation and Centennial Communications Operating
Co. on review for possible upgrade, following the news that AT&T
intends to acquire the company for total consideration of about
$2.8 billion, including Centennial's debt.

The affirmation of AT&T's debt rating is based on management's
stated intention to apply free cash flow to continue paying down
debt, including Moody's expectation of the new debt that will be
incurred to fund the Centennial acquisition, until the company
achieves its target leverage metrics.  AT&T has a solid track
record of meeting debt reduction targets associated with past
acquisitions.  Given the increasing secular and macro-economic
pressures on the company's wireline businesses, Moody's believes
that unless AT&T continues to pay down debt, it will have a
difficult time maintaining its Debt/EBITDA leverage ratio within
its 1.3x - 1.5x stated target (1.5x-1.7x on a Moody's adjusted
basis).

According to Moody's Vice President, Senior Analyst, Gerry
Granovsky, "Challenging macroeconomic conditions may preclude the
company from reducing debt levels as quickly as initially
expected."  However, AT&T's credit metrics and business risk
profile will not weaken significantly in the near term as a result
of this relatively modest acquisition and the continuing strength
of the wireless business.  Furthermore, the rating agency expects
synergies to be realized quickly due, in part, to the good fit
between the two companies' properties and assets and AT&T's prior
experiences of successfully integrating acquisitions.  The
acquisition price of approximately 7 times EBITDA appears
reasonable, and Centennial owns high-quality spectrum that will be
valuable to AT&T's wireless business over the long term.

Based on Moody's estimate of approximately $9 billion of free cash
flow in 2009 pro-forma for the acquisition (before share
repurchases), the $2.8 billion purchase is unlikely to weaken
materially AT&T's solid liquidity profile, even if it ends up
paying for the full purchase in cash.  AT&T has not bought back
stock during the third quarter 2008 and has indicated that debt
reduction is now a priority.  Moody's believes the suspension of
the program frees roughly $2 billion of cash and liquidity on a
quarterly basis.  AT&T expects to close the acquisition by the end
of the second quarter 2009.

The company had a cash balance of $1.6 billion at the end of its
September 2008 fiscal quarter and maintains $10 billion of
committed bank facilities due in 2011, as compared to about
$7 billion of commercial paper outstanding.

The review of Centennial's and CCOC's ratings will focus AT&T's
plans with regard to the existing Centennial and CCOC debt. Should
the debt be unconditionally and irrevocably guaranteed or legally
assumed, the ratings will be upgraded to that of AT&T.  If AT&T
does not provide either an unconditional and irrevocable guarantee
of the assumed Centennial debt or sufficient financial information
for the rated issuers to allow the agency to form an opinion
regarding their standalone creditworthiness, Centennial's and its
subsidiaries' ratings will be withdrawn.

On Review for Possible Upgrade:

Issuer: Centennial Cellular Operating Co. LLC

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently Ba2
  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently B2

Issuer: Centennial Communications Corp.

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently Caa1

Outlook Actions:

Issuer: Centennial Cellular Operating Co. LLC

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Centennial Communications Corp.

  -- Outlook, Changed To Rating Under Review From Stable

On March 27, 2008, Moody's assigned AT&T Inc.'s existing A2 Senior
Unsecured rating to its new EUR1.25 billion Senior Unsecured Notes
due in 2015.  In addition, Moody's upgraded the Senior Unsecured
rating of AT&T Mobility Inc. to A2 from A3, which brought the
ratings to the same level as the Senior Unsecured rating of AT&T.

AT&T, the largest telecommunications company in the USA, is
headquartered in Dallas, Texas.  Headquartered in Wall, New Jersey
Centennial Communications Corporation provides wireless service in
rural and suburban areas of the US and Puerto Rico.


CENTENNIAL COMMUNICATIONS: S&P Puts 'B' Rating on Positive Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed selected ratings on
Wall, New Jersey-based regional wireless services carrier
Centennial Communications Corp. on CreditWatch with positive
implications.  This includes the 'B' corporate credit rating and
issue ratings on all unsecured debt, but excludes the 'BB-' rating
on subsidiary Centennial Cellular Operating Co. LLC's credit
facility.

This action follows the announcement that AT&T Inc.
(A/Stable/A-1) has signed an agreement to acquire Centennial for
$944 million in cash, plus assumed debt.  The CreditWatch excludes
Centennial's secured bank facility since it contains mandatory
change of control provisions which will be triggered at closing
and therefore require repayment at that time.  Centennial has
about $1.9 billion in outstanding debt, of which about
$1.4 billion are affected by the CreditWatch action.

"S&P would expect to raise the ratings on any Centennial debt that
survives the transaction to the AT&T level," said Standard &
Poor's credit analyst Naveen Sarma.  The transaction is expected
to close in the second quarter of 2009.


CHRYSLER LLC: House Speaker to Push for Aid to Automakers
---------------------------------------------------------
Greg Hitt at The Wall Street Journal reports that House Speaker
Nancy Pelosi said that she will push legislation next week for a
financial assistance to auto companies, which include General
Motors Corp., Ford Motor Corp., and Chrysler LLC.

As reported in the Troubled Company Reporter on Nov. 7, 2008, GM,
Ford Motor, and Chrysler chief executive officers, met
with Rep. Pelosi about their request for another
$25 billion in government-backed loans.

Rep. Pelosi said in a statement, "I am confident Congress can
consider emergency assistance legislation next week during a lame-
duck session, and I hope the Bush Administration would support
it."

According to WSJ, Rep. Pelosi said that she tapped House Financial
Services Chairperson Barney Frank to come up with a legislation
that would give the industry "limited" assistance under the
Troubled Asset Relief Program.  The report quoted Rep. Pelosi as
saying, "In order to prevent the failure of one or more of the
major American automobile manufacturers, which would have a
devastating impact on our economy, particularly on the men and
women who work in that industry, Congress and the Bush
administration must take immediate action."

Deborah Solomon, James R. Hagerty, and Michael Crittenden at WSJ
say that Treasury officials have refused to open TARP to U.S. car
makers.

WSJ relates that Rep. Pelosi said that "to ensure that any
companies that benefit from this assistance -- and not the
taxpayers -- bear the full burden of repaying any costs that are
incurred," the financial aid would be conditioned on limits on
executive pay, rigorous independent oversight, and other taxpayer
protections.

WSJ report that the U.S. government's financial-system rescue
plans are coming under pressure as financially troubled companies
asking for assistance increase.

GM said on Monday that it might violate the terms of some of its
debt by the end of the year if it fails to steady its finances,
which could cripple the firm's ability to continue operating, WSJ
relates.

Jonathan Weisman and John D. McKinnon report that president-elect
Barack Obama met with President George W. Bush at the White House
on Monday to discuss on how to help out the U.S. auto industry.
According to WSJ, the Bush administration is still reluctant to
intervene, and transition aides say that Mr. Obama is also
hesitant to assert himself too boldly in the process before being
sworn in as president.

WSJ states that Rep. Pelosi and Senate Majority Leader Harry Reid
asked the administration to study whether it can, under current
law, tap the $700 billion financial market bailout fund to aid
Detroit, and if not, to tell the Congress what action is needed.
Citing White House press secretary Dana Perino, WSJ relates that
the White House doesn't believe it has the authority, and won't
act without further legislation.  "Congress will have a chance to
meet next week, and if they decide to move forward with something
additional, we will be able to listen to their ideas," the report
quoted Ms. Perino as saying.

                    About Chrysler LLC

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

                       *     *     *

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

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


CIENA CAPITAL: Gets Court Not to Employ Hunton Williams as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted Ciena Capital LlC and its debtor-affiliates permission to
employ Hunton & Williams LLP as their attorneys, nunc pro tunc to
their bankruptcy filing.

As the Debtors' attorneys, Hunton & Williams is expected to:

  a) advise the Debtors with respect to their powers and duties as
     debtors-in-possession in the continued management and
     operation of their businesses and properties;

  b) attend meetings and negotiate with representatives of
     creditors and other parties in interest;

  c) take all necessary action to protect and preserve the
     Debtors' estates, including prosecuting actions on the
     Debtors' behalf, defending any action commenced against the
     Debtors and representing the Debtors' interests in
     negotiations concerning all litigation in which the Debtors
     are involved, including objections to claims filed against
     the estates;

  d) prepare on behalf of the debtors: all motions, applications,
     answers, orders, reports and papers necessary to the
     administration of the Debtors' estates;

  e) take any necessary action on behalf of the Debtors to obtain
     approval of a disclosure statement and confirmation of the
     Debtors' plan;

  f) represent the Debtors in connection with obtaining the use of
     cash collateral and any potential postpetition financing
     including but not limited to helping the Debtors obtain post-
     petition loans;

  g) advise the Debtors in connection with any potential sale of
     assets;

  h) appear before the Court, any appellate courts and the United
     States Trustee and protect the interests of the Debtors'
     estates before those Courts and the United States Trustee;

  i) provide non-bankruptcy services to the Debtors to the extent
     requested by the Debtors;

  j) consult with the Debtors regarding tax matters; and

  k) perform all other necessary legal services to the Debtors in
     connection with these Chapter 11 cases, including but not
     limited to (i) the analysis of the Debtors' leases and
     executory contracts and the assumption, rejection or
     assignment thereof, (ii) the analysis of the validity of
     liens against the Debtors and (iii) advice on corporate,
     litigation and environmental matters.

As compensation for their services, Hunton & Williams'
professionals will charge:

     Attorneys                Hourly Rate
     ---------                -----------
     Peter S. Partee, Esq.       $775
     Nadia Burgard, Esq.         $750
     Michael G. Wilson, Esq.     $480
     Richard P. Norton, Esq.     $670
     Andrew Kamensky, Esq.       $445
     Scott H. Bernstein, Esq.    $500
     David Bane, Esq.            $445
     Thomas N. Jamerson, Esq.    $325
     Matthew Mannering, Esq.     $325
     Henry P. Long, III, Esq.    $255
     Victor De Diego, Esq.       $230

Other attorneys in the firm who may have responsibility for
particular issues arising in these cases bill at hourly rates
ranging from $230 per hour to $880 per hour.  Paralegal rates
range from $110 to $320 per hour and case clerk rates range from
$75 to $125 per hour.

To the best of the Debtors' knowledge, Hunton & Williams is not a
creditor, equity security holder or insider of the Debtors, and
does not hold or represent any interest materialy adverse to the
Debtors or their estates.  Accordingly, the Debtors believe that
Hunton & Williams 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: Court Extends to Nov. 29 Deadline to File Schedules
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Ciena Capital LLC and its debtor-affiliates a
extension of an additional 45 days of the time provided for under
Bankruptcy Rule 1007(c), or until Nov. 29, 2008, to file their
schedules of assets and liabilities and statements of financial
affairs.

The Debtors told the Court that due to the nature of the Debtors'
business, limited staff available to perform the required internal
review of the Debtors' business and affairs, and the numerous
other matters incident to the commencement of these cases, the 15-
day period given to file the Schedules and Statements will not be
sufficient.

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: Bankruptcy Filing Cues NYSE to Delist Securities
---------------------------------------------------------------
Circuit City Stores, Inc. disclosed that the New York Stock
Exchange has suspended the company's common stock effective
immediately.  The NYSE reached this decision in light of the
company's filing of a voluntary petition for reorganization under
Chapter 11 of the Bankruptcy Code.

The company also was not in compliance with the NYSE's price
criteria for common stock because the average closing price of the
company's common stock was less than $1.00 per share over a
consecutive 30-trading-day period as of Oct. 22, 2008.  The
company noted that not being listed on the NYSE is not a default
under the company's debtor-in-possession revolving credit
facility.

The company's common stock is currently trading over the counter
and is being quoted on the Pink Sheets service under the ticker
symbol CCTYQ.  The company intends to take appropriate steps to
maintain an active trading market for its common stock but can
provide no assurance that there will be an active trading market.

The company does not intend to take any further action to appeal
the NYSE's decision, and therefore it is expected that the common
stock will be delisted after the completion of the NYSE's
application to the Securities and Exchange Commission.

                        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.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (E.D. Virg.  Lead Case
No.: 08-35653).  InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc. and Rotschild Inc. as
financial advisors.  The Debtors' Canadian general restructuring
counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman Carson
Consultants LLC is the Debtors' claims and voting agent.

The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.


CIRCUIT CITY: Court Approves $1.1BB DIP Loan, First Day Motions
---------------------------------------------------------------
Circuit City Stores, Inc. received approval for its first day
motions from the United States Bankruptcy Court for the Eastern
District of Virginia in Richmond.  These motions were submitted
Nov. 10, 2008, as part of Circuit City's voluntary filing for
reorganization relief under Chapter 11 of the United States
Bankruptcy Code.

Circuit City received court approval for a $1.1 billion debtor-in-
possession revolving credit facility to supplement its working
capital and provide additional liquidity while it works to
reorganize the business.  This financing is being provided by the
lenders of Circuit City's current asset-based credit facility and
enables the company to pay vendors and other business partners in
the ordinary course for goods and services received after the
filing.

Among other first day motions, Circuit City received authority to
continue to make wage and salary payments and continue various
benefits for associates as well as honor customer programs, such
as returns, exchanges and gift cards, and other pre-petition
customer obligations.

"We are pleased to have obtained court approval for our first day
motions, a critical first step in Circuit City's reorganization
process," said James A. Marcum, vice chairman and acting president
and chief executive officer of Circuit City Stores, Inc.  "These
approvals will help position us for a more successful holiday
selling season and allow us to operate our business and serve our
valued guests without interruption as we work to emerge from
Chapter 11 as quickly as possible."

The case number for Circuit City Stores, Inc.'s filing is 08-
35653.

                        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.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (E.D. Virg.  Lead Case
No.: 08-35653).  InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc. and Rotschild Inc. as
financial advisors.  The Debtors' Canadian general restructuring
counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman Carson
Consultants LLC is the Debtors' claims and voting agent.

The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.


CITIZENS SECURITY: A.M. Best Cuts FSR to C++ on Capital Decline
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength ratings (FSR)
to C++ (Marginal) from B- (Fair) and issuer credit ratings (ICR)
to "b" from "bb-" for Citizens Security Life Insurance Company
(Citizens Security) [OTC: CFIN] and its affiliate, United Liberty
Life Insurance Company (United Liberty) (both of Louisville, KY).
The outlook for all ratings has been revised to negative from
stable.

The rating downgrades reflect Citizens Security's sharp reduction
in capital and surplus capitalization, reflecting both operating
losses and realized investment losses. The negative outlook
reflects Citizens Security's future investment exposures and the
potential for current unrecognized loss positions to be realized;
thus, further weakening the company's capital position.

The ratings also consider Citizens Security's positive, albeit
fluctuating, operating earnings over the past several years, a
marketing strategy focused on select core business lines and an
organizational focus on expense reduction. A.M. Best will continue
to monitor the company's investment exposure and capitalization
levels.

United Liberty's capital levels remain modest, and it has been
inactive in recent years.


COBALT CMBS: Credit Concerns Cues S&P's Ratings Cut on 4 Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
COBALT CMBS Commercial Mortgage Trust 2007-C3.  Concurrently, S&P
affirmed S&P's ratings on 17 classes from this series.

The downgrades reflect credit concerns with two loans
($142 million, 7.0%) in the pool that have reported debt service
coverage below 1.0x.  The two loans have experienced an average
decline in DSC of 43% since issuance.

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

Fifteen loans in the pool ($309.6 million, 15.4%) have reported
DSCs of less than 1.0x (as of Dec. 31, 2007).  The exposures are
secured by a variety of property types and have an average balance
of $20.6 million.  These assets have seen an average decline in
DSC of 36% since issuance.

Details of the two loans that are currently credit concerns:

   -- The Irvine Portfolio ($137 million, 6.8%), which consists
      of six office properties and one retail property in San
      Diego, Calif., had a DSC of 0.78x as of June 30, 2008.
      Furthermore, the servicer has indicated that SOLA, the
      third-largest tenant (23,774 sq. ft., 6.2%), plans to
      vacate its space in November 2008 when the lease expires.
      S&P expects the DSC to decline further when SOLA vacates
      the property.  The debt service reserve that was funded at
      the loan's closing has been depleted, but there are capital
      and tenant improvement reserves in the amounts of $896,942
      and $525,307, respectively; up to $180,000 of the capital
      reserve may be used to fund operating expenses and debt
      service at the borrower's option, and the full amount of
      the tenant improvement reserve may be used to fund
      operating expenses and debt service at the borrower's
      option.

   -- The Northcrest Apartments loan ($5 million, 0.25%) also has
      a reported DSC below 1.0x.  As of Dec. 31, 2007, the loan
      had a reported DSC of 0.70x, down from 1.15x at issuance.
      S&P expects the remaining debt service reserve to be
      depleted within five months.

S&P does not currently consider the remaining 13 assets with DSCs
below 1.0x to be credit concerns, primarily because the interim-
2008 operating performance data S&P received recently indicates
that these loans now have DSCs above 1.0x.

As of the Oct. 20, 2008, remittance report, the collateral pool
consisted of 124 loans with an aggregate trust balance of
$2.014 billion, down from $2.017 billion at issuance.  The master
servicer, Wachovia Bank N.A., reported financial information for
87.3% of the pool.  Seventy-nine percent of the servicer-provided
information was full-year 2007 data.  Standard & Poor's calculated
a weighted average DSC of 1.26x for the pool, down from 1.35x at
issuance.  There are no delinquent loans in the pool or loans with
the special servicer.  The trust has experienced no losses to
date.

The top 10 loans (excluding the eighth-largest loan, due to
non-reporting) have an aggregate outstanding balance of
$725.3 million (36%) and a weighted average DSC of 1.09x, up
from 1.01x at issuance.  S&P attributes the improvement in DSC
primarily to a few of the properties achieving stabilization.  The
sixth-largest loan appears on the watchlist and is discussed
below.  Standard & Poor's reviewed the five property inspections
the master servicer provided for assets underlying the top 10
exposures.  All of the properties were characterized as "good" or
"excellent."

Two loans in the pool had credit characteristics consistent with
investment-grade rated obligations at issuance.  The credit
characteristics of the Dahlmann Campus Inn loan (0.1%) remain
consistent with those of an investment-grade rated obligation,
while those of the Tradewinds Hospitality Portfolio (THP; 2.5%)
are no longer consistent with those of an investment-grade rated
obligation.

The THP loan is the seventh-largest loan in the pool, with a trust
and whole-loan balance of $50 million (2.5%).  The loan is secured
by a first mortgage encumbering the fee, leasehold, and
contractual interests in the Island Grand Beach Resort and the
Sandpiper Hotel and Suites, two full-service hotels located near
each other in St. Petersburg Beach, Florida.  The two hotels are
marketed and managed as one resort with 796 rooms, including the
nonmortgaged 288-unit Jacaranda Beach Villas condominium building,
which is operated pursuant to a rental management agreement.  The
properties are situated on the beachfront along the Gulf of Mexico
in St. Petersburg Beach.  For the year ended Dec. 31, 2007, DSC
was 1.94x.  Standard & Poor's adjusted NCF for this loan is
comparable to the in-place NCF at issuance.  However, due to
renovations and the properties' underperformance relative to their
competitive set, Standard & Poor's performed a stabilized analysis
for the loan.  THP's performance has not improved since issuance;
therefore, based on the current in-place performance, the credit
characteristics of the THP loan are no longer consistent with
those of an investment-grade rated obligation.

Wachovia reported a watchlist of 17 loans ($228.2 million, 11.3%).
The Arbors at Broadlands loan ($50.4 million, 2.5%) is the largest
loan on the watchlist and the sixth-largest exposure in the pool.
The loan is secured by a multifamily property in Ashburn,
Virginia, containing 240 units.  The loan appears on the watchlist
because it had a DSC of 0.83x as of March 31, 2008.  This property
went through a condo conversion that was then abandoned, and the
property was subsequently refinanced and securitized.   According
to the rent roll dated June 25, 2008, the property was 94.6%
occupied.  S&P expects that as the rent concessions burn off, the
property cash flow should improve.  The $1.1 million debt service
reserve established at the loan's closing has been fully depleted.

Standard & Poor's identified four properties ($48.8 million; 2.4%)
in areas affected by Hurricane Ike.  Two of these properties
sustained minor damage and the other two sustained no damage.  All
of the affected properties have casualty insurance that should
offset repair costs.

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 lowered and
affirmed ratings.

                         Ratings Lowered

         COBALT CMBS Commercial Mortgage Trust 2007-C3
         Commercial mortgage pass-through certificates

                    Rating
         Class    To      From           Credit enhancement
         -----    --      ----           ------------------
         L        B+      BB-                         2.38%
         M        B       B+                          2.13%
         N        B-      B                           2.00%
         O        CCC+    B-                          1.75%

                        Ratings Affirmed

         COBALT CMBS Commercial Mortgage Trust 2007-C3
         Commercial mortgage pass-through certificates

         Class    Rating                 Credit enhancement
         -----    ------                 ------------------
         A-1      AAA                                30.03%
         A-2      AAA                                30.03%
         A-3      AAA                                30.03%
         A-PB     AAA                                30.03%
         A-4      AAA                                30.03%
         A-1A     AAA                                30.03%
         A-M      AAA                                20.02%
         A-J      AAA                                12.39%
         B        AA                                 10.39%
         C        AA-                                 9.39%
         D        A                                   8.13%
         E        A-                                  7.13%
         F        BBB+                                5.88%
         G        BBB                                 4.76%
         H        BBB-                                3.50%
         J        BB+                                 3.13%
         K        BB                                  2.88%
         IO       AAA                                  N/A

                       N/A - Not applicable.


COMMERCE PARK: Court OKs Foreclosure Sale on November 18
--------------------------------------------------------
Scott F. Davis at Northwest Arkansas Times reports that a circuit
judge has set for Nov. 18, 2008, the foreclosure sale on Commerce
Park II LLC.  The U.S. Bankruptcy Court for the Western District
of Arkansas approved the foreclosure, says Northwest Arkansas
Times.

According to Northwest Arkansas Times, Commerce Park Fayetteville
developer Ben Israel and several investors formed Commerce Park II
to own and operate a four-story, 60,000-square-foot office
building at 2049 Joyce Boulevard.  The report says that the top
two floors of Commerce Park II were planned as the headquarters of
Dixie Management & Investment Limited Partnership.

Due to a slowdown in the real estate market, Mr. Israel broke his
lease contract after the building was constructed, Northwest
Arkansas Times relates.

Northwest Arkansas Times states that with more than half Commerce
Park II vacant, cash flows were insufficient to pay the debt
service on $10 million owed to Chambers Bank.  The report says
that a judge approved the foreclosure of the property in August,
but investors' lawsuit and bankruptcy filings by Mr. Israel and
Commerce Park II postponed the sale.  According to the report, 23
lien claimants, Commerce Park II's five co-tenant owners, and the
mortgage's 18 guarantors were able to reach a settlement.

Northwest Arkansas Times relates that Tom Muccio of Springdale,
one of Commerce Park's largest investors, has filed a lawsuit
against Commerce Park II, seeking to recover a $1.03 million loan
to the company.

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

Commerce Park is controlled by Ben Israel.  Mr. Israel and his
Dixie Management & Investment Limited Partnership filed separate
petitions on Sept. 29 asking for Chapter 11 bankruptcy protection.
Fayetteville attorney Derrick Davidson filed the voluntary
petitions on behalf of Mr. Israel and his wife Nancy Kaye Israel
and Dixie Management.


COMMODORE CDO: Moody's Cuts Ratings on Four Classes of Notes
------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings of these four classes of notes
issued by Commodore CDO III, Ltd.:

Class Description: $245,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes Due 2040

  -- Prior Rating: Aaa
  -- Prior Rating Date: March 2, 2005
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $16,700,000 Class A-1C First Priority Senior
Secured Floating Rate Notes Due 2040

  -- Prior Rating: Aaa
  -- Prior Rating Date: March 2, 2005
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $63,750,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: April 30, 2008
  -- Current Rating: A3, on review for possible downgrade

Class Description: $50,000,000 Class B Third Priority Secured
Floating Rate Notes

  -- Prior Rating: A1, on review for possible downgrade
  -- Prior Rating Date: April 30, 2008
  -- Current Rating: B2, on review for possible downgrade

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

Class Description: $21,500,000 Class C-1 Mezzanine Secured
Floating Rate Notes

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: April 30, 2008
  -- Current Rating: Ca

Class Description: $2,250,000 Class C-2 Mezzanine Secured Fixed
Rate Notes

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: April 30, 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.


COOLIDGE FUNDING: Eroding Credit Quality Cues Moody's Ratings Cut
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these four classes of notes
issued by Coolidge Funding, Ltd.:

Class Description: $274,700,000 Class A-1 Floating Rate Notes due
2040

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

Class Description: $37,515,000 Class B Floating Rate Notes due
2040

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $10,660,000 Class C Deferrable Floating Rate
Notes due 2040

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $25,625,000 Class D Floating Rate Notes due
2040

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: B3, on review for possible downgrade

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

Class Description: $5,000,000 Class E Floating Rate Notes due 2040

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

Class Description: $16,400,000 Preferred Shares

  -- 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.


CORPORATE BACKED: S&P Puts BB+ Rating on Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' rating on the
$45 million corporate backed trust certificates from Corporate
Backed Trust Certificates Series 2001-27 Trust on CreditWatch with
negative implications.

The rating action reflects the Nov. 7, 2008, placement of the
corporate credit and senior unsecured ratings on Royal Caribbean
Cruises Ltd. on CreditWatch with negative implications.

Corporate Backed Trust Certificates Series 2001-27 Trust is a
pass-through transaction, and the rating on the certificates is
based solely on the rating assigned to the underlying securities,
the 7.50% senior debentures due Oct. 15, 2027, issued by Royal
Caribbean Cruises Ltd. ('BB+/Watch Neg').


CORPORATE BACKED TRUST: S&P Junks Ratings on Two Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 certificates from Corporate Backed Trust
Certificates Series 2001-8 Trust to 'CCC+' from 'B-' and removed
them from CreditWatch, where they were placed with negative
implications on Oct. 14, 2008.

The rating actions follow the Nov. 7, 2008, lowering of the long-
term corporate credit and other ratings on General Motors Corp.
(GM; CCC+/Negative/NR) and their removal from CreditWatch
negative.

Corporate Backed Trust Certificates Series 2001-8 Trust is a pass-
through transaction, and the ratings on the certificates are based
solely on the rating assigned to the underlying securities
('CCC+'), the 8.10% debentures due June 15, 2024, issued by GM.

The corporate rating actions on GM have no immediate rating impact
on the GM-related asset-backed securities supported by collateral
pools of consumer auto loans, auto leases, or auto wholesale
loans.


CORSAIR 8: Moody's Slashes Rating on $75 Mil. Notes to 'Ba2'
------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Corsair (Jersey) No. 8 Limited - Series 1:

Class Description: $75,000,000 Secured Portfolio Credit-Linked
Notes due 2014

  -- Prior Rating: A2
  -- Prior Rating Date: Aug. 14, 2007
  -- 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 Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on
Sept. 15, 2008.

Moody's noted that the substitution of a reference entity in the
reference portfolio on Sept. 26, 2008 breached Moody's CDOROM
Model Test.  Under this test, trading is permitted if either the
Moody's Metric is maintained or improved, or remains below the
initial hurdle Moody's Metric of the assigned rating.


CREDIT AND REPACKAGED: Collateral Risk Cues Moody's Rating Cut
--------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Credit and Repackaged Securities Limited Series
2006-14:

Class Description: $268,750,000 Single Tranche Notes, due
Dec. 20, 2016

  -- Prior Rating: Ba2
  -- Prior Rating Date: Sept. 9, 2008
  -- Current Rating: Ba3

Originated in November 2006, Credit and Repackaged Securities
Limited Series 2006-14 is a synthetic leveraged super senior CDO
backed by investment grade corporate bonds.

Moody's rating action has applied an updated leverage super senior
monitoring tool, taking into account the new dynamics brought by
the current market crisis.

According to Moody's, the rating has taken into account the
underlying collateral risk, the volatility in the weighted average
spread of the portfolio, and the 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, Fannie Mae and Freddie Mac, which were placed into the
conservatorship of the U.S. government on Sept. 8, 2008.
According to Moody's, further widening of the weighted average
spread of the portfolio beyond a certain threshold may lead to a
trigger event, which could cause the transaction to unwind and the
underlying collateral to be liquidated.


CREDIT AND REPACKAGED: Moody's Cuts $268.7MM Notes' Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service has downgraded its rating on the
following notes issued by Credit and Repackaged Securities Limited
Series 2006-11:

Class Description: US $268,750,000 Single Tranche Notes due
June 20, 2013

   -- Prior Rating: Baa3
   -- Prior Rating Date: 9/9/2008
   -- Current Rating: Ba2

Originated in September 2006, Credit and Repackaged Securities
Limited Series 2006-11 is a synthetic leveraged super senior CDO
backed by investment grade corporate bonds.

Moody's rating action has applied an updated leverage super senior
monitoring tool, taking into account the new dynamics brought by
the current market crisis. See "A Description of Moody's Tools for
Monitoring Leveraged Super Senior Transactions," Moody's
Structured Finance Special Report,
August 29, 2008.

According to Moody's, the rating has taken into account the
underlying collateral risk, the volatility in the weighted average
spread of the portfolio, and the 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 September 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 September 8, 2008.

According to Moody's, further widening of the weighted average
spread of the portfolio beyond a certain threshold may lead to a
trigger event, which could cause the transaction to unwind and the
underlying collateral to be liquidated.


DELPHI CORP: Posts $5.2-Billion 3rdQ Profit Due to GM Deals
-----------------------------------------------------------
Delphi Corp. reported third quarter 2008 financial results with
revenues of $4.4 billion and net income of $5.2 billion.  The
results for the quarter include gains of $5.7 billion related to
the effectiveness of the GM settlement and restructuring
agreements executed in September 2008.  Delphi received cash of
$1.2 billion from GM related to these agreements, net of
$300 million of repayments made to GM under the advance agreement.
With the cash received from GM, available cash was $1.9 billion at
Sept. 30, 2008.

Separately, Delphi filed a motion with the U.S. Bankruptcy Court
for the Southern District of New York on Nov. 7, 2008 seeking
authority to continue use of the proceeds from its DIP Credit
Facility through June 30, 2009, pursuant to an accommodation
agreement to be entered into between Delphi and certain lenders
that constitute the majority of holders by amount of Delphi's two
most senior tranches of its DIP Credit Facility.  The agreement
reflects the support of the administrative agent and the
anticipated support of the Required Lenders for Delphi's
transformation efforts, despite the current economic downturn and
the unprecedented turmoil in the capital markets.

As part of Delphi's continuing transformation process, on
Sept. 29, 2008, Delphi transferred $2.1 billion of net unfunded
hourly pension liabilities to the GM hourly pension plan.  In
consideration of this transfer, GM received an allowed
administrative claim of $1.6 billion.  GM also assumed about $6.8
billion of post-retirement benefit liabilities for certain active
and retired hourly employees, and for this and other claims,
received an allowed general unsecured claim of $2.5 billion.  As a
result of the assumption of these hourly employee benefit
obligations by GM, Delphi recorded one-time gains totaling $5.7
billion, including a net reorganization gain of $5.3 billion.

                       About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional headquarters
in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.
(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DPI OF ROCHESTER: Signs Deal with DSS for Sale of All Assets
------------------------------------------------------------
Document Security Systems, Inc., has entered into a definitive
agreement to acquire substantially all of the assets of DPI of
Rochester, LLC, subject to court approval in DPI's pending Chapter
11 bankruptcy case.  DPI is a full service digital and commercial
offset printer located in Rochester, with approximately $7.6
million in annual sales in 2007.

Robert Fagenson, Board of Document Security Systems chairperson,
commented, "At our annual shareholders meeting in May, we stated
that 2008 was a year in which we hoped to reach five significant
goals.  We have previously announced significant strides in four
of them: the stabilization and growth in our core printing
business, a substantial reduction of operating expenses, the
segregation of our European litigation from our operations and the
digital distribution of our security products via our
AuthentiGuard DX appliance.  The consummation of our agreement to
purchase DPI would represent the accomplishment of the fifth of
our goals -- a synergistic acquisition in the printing industry.
We analyzed many potential acquisitions before determining that
DPI was the best fit for DSS."

Patrick White, Document Security Systems CEO, said "Joining with
DPI will allow us to greatly expand our security print production
capabilities.  Document Security Systems has had opportunities to
produce significant vital security print projects which require
our valuable patented technologies as well as the production
capacity DPI will provide.  In addition, DPI has a strong talented
workforce as well as cutting edge digital print equipment which
will give us the overall necessary tools to address various world-
wide security print opportunities.  DPI operates a state-of-the-
art commercial print facility and has built an impressive list of
clients on its reputation for high quality printing and excellent
customer service.  We are excited to bring these capabilities to
our growing customer group.  Our combined operations will reduce
costs and create significant operational synergies to both
organizations.  In addition, this transaction will provide DPI
with resources that will allow it to continue to provide its
customers with the highest level of service possible."

Document Security Systems may provide debtor-in-possession
financing, subject to U.S. Bankruptcy Court approval, to DPI
during its Chapter 11 reorganization process to prevent any
disruption of service to DPI's customers.  The purchase of assets
is expected to be completed in the quarter ended Dec. 31, 2008,
and is subject to the United States Bankruptcy Court approval and
an opportunity for other parties to overbid for DPI's assets.
Document Security Systems' obligations under the agreement are
conditioned upon the negotiation of real and personal property
leases, the approval of the bankruptcy court and other matters.
There can be no assurance that the transaction contemplated by the
purchase agreement will be approved by the bankruptcy court or
that the conditions to closing will be met.

                   About Document Security

Document Security Systems -- http://www.documentsecurity.com--
develops optical deterrent technologies that help prevent
counterfeiting and brand fraud from the use of the most advanced
scanners, copiers and imaging systems in the market.  The
company's patented and patent-pending technologies protect
valuable documents and printed products from counterfeiters and
identity thieves.  Document Security Systems' customers, which
include international governments, major corporations and world
financial institutions, use its covert and overt technologies to
protect a number of applications including, but not limited to,
currency, vital records, brand protection, ID cards, internet
commerce, passports and gift certificates.

                    About DPI of Rochester

Rochester, New York-based DPI of Rochester, LLC, operates  a
printing company.  The company filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. W. D. N.Y. Case No. 08-22894).  David D.
MacKnight, Esq., at Lacy, Katzen., et al., represents the company
in its restructuring effort.  The company listed assets of
$3,430,434 and debts of $4,653,237.


EMPIRE LAND: Committee Wants Case Converted to Chapter 7
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Empire Land LLC
and its debtor-affiliates ask the United States Bankruptcy Court
for the Central District of California to convert the Debtors'
Chapter 11 reorganization cases to Chapter 7 liquidation
proceedings.

The Committee wants the cases converted to Chapter 7 instead of
having a Chapter 11 trustee take over the Debtors' estates on
grounds that:

  -- a trustee likely will need to consider substantive
     consolidation of the other 92 non-debtor entities, which
     cannot effectively addressed in a liquidating Chapter 11
     plan;

  -- Chapter 11 plan process would increase expenses;

  -- value of the Debtors' estate could not be adequately
     disclosed in a disclosure statement; and

  -- trustee expenses are superior in priority.

The Committee tells the Court administrative fees and operating
losses are mounting, and exclusive periods have expired and no
plan as been filed to date.  Although there is a draft of the
plan, the Debtors have not negotiated any of the terms with the
Committee.  The plan provides, among other things, the Debtors'
unit, Empire Partners Inc., will receive a full release of all
claims in turn for $25,000 and any liquidating trustee be
forbidden from using any of the Debtors' assets to pursue claims
against the Debtors' principals.

A hearing is set for Dec. 3, 2008, at 1:30 p.m., to consider the
motion.

                         About Empire Land

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops
communities and other land construction projects located in
California and Arizona.  As of March 31, 2008, the company owned
at least 11,800 lost in 14 separate land projects.  The company
and seven of its affiliates filed for Chapter 11 protection on
April 25, 2008 (Bankr. C.D. Calif. Lead Case No.08-14592).  James
Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP, represents the
Debtors in their restructuring efforts.  The U.S. Trustee for
Region 16 has appointed three creditors to serve on an Official
Committee of Unsecured Creditors in these cases.  The Committee
selected Landau & Berger LLP as its general bankruptcy counsel.
When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million to $500 million.


EQUATOR PLAZA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Equator Plaza, LLC
        2801 W. Sam Houston Parkway N.
        Houston, TX 77043

Bankruptcy Case No.: 08-37049

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 3, 2008

Court: Southern District of Texas (Houston)

Debtor-affiliate filing a separate Chapter 11 petition:

        Entity                     Case No.     Date Filed
        ------                     --------     ----------
        Southhills Plaza, LLC      08-36398     October 6, 2008

Debtor's Counsel: Edward L. Rothberg, Esq.
                  Email: erothberg@wkpz.com
                  Hugh Massey Ray, III, Esq.
                  Email: hray@wkpz.com
                  Jessica L. Hickford
                  Email: jhickford@wkpz.com
                  Weycer Kaplan Pulaski & Zuber
                  11 Greenway Plz
                  Suite 1400
                  Houston, TX 77046
                  Tel: (713) 961-9045
                  Fax: (713) 961-5341

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

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

A copy of Equator Plaza's petition is available for free at:

     http://bankrupt.com/misc/txsb08-37049.pdf


FANNIE MAE: $29-Bil. Net Loss Won't Affect S&P's 'AAA' Rating
-------------------------------------------------------------
Fannie Mae reported a sizeable $29 billion loss in third-quarter
2008 due to its establishment of a $21.4 billion deferred tax-
asset valuation allowance and a large $9.2 billion credit-loss
provision.  This quarterly loss has no impact on Standard & Poor's
Ratings Services' ratings on Fannie Mae's 'AAA/A-1+' senior debt,
'A' subordinated debt, or 'C' preferred stock, since Fannie Mae is
operating under a regulatory conservatorship.

The establishment of the valuation allowance for the deferred tax
asset reflects the high degree of uncertainty surrounding Fannie
Mae's earnings as it operates under conservatorship.  S&P believes
that Fannie Mae's business plan, while under conservatorship, will
be geared primarily to fulfilling its public policy role of
providing mortgage liquidity to the U.S. housing markets.  With
this as its main business focus, S&P believes Fannie Mae's core
profitability metrics will suffer and any initiatives to improve
its core earnings will be of secondary importance.

Other significant charges in the quarter contributing to what S&P
views as the rather sizeable loss include a $9.2 billion charge
for credit-related expenses, which includes a $6.7 billion
increase to the provision for credit losses, and fair-value losses
of $3.9 billion.  The credit-loss provision was much greater than
the previous quarter's and reflects Fannie Mae's attempts to
buttress loss reserves in 2008 as it expects loan losses to peak
in 2009.

Total nonperforming assets were $71 billion, or 2.4% of the total
guarantee book of business plus foreclosed properties; and the
credit-loss ratio reached 29.7 basis points annualized for the
third quarter and 20.1 bps for the first nine months of 2008. S&P
expect this level of losses to double in 2009.

Fair-value gains and losses continue to be sizeable, given the
current illiquidity for mortgage-related assets and the widening
of their related spreads.  Also, interest rate derivatives not in
designated hedge positions continue to add to fair-value loss
volatility on Fannie Mae's income statement.  The key figures
include a $3.3 billion interest-rate derivative fair-value loss
and a $2.9 billion trading loss.  The final remaining notable
charge in the third quarter was the $1.8 billion of other-than-
temporary-impairment charges taken on Fannie Mae's holdings of
private-label Alternative-A and subprime mortgage-backed
securities, which were recorded as investment losses in the
quarter.

These sizeable losses have, in S&P's opinion, severely worsened
Fannie Mae's capital position, as it ended the quarter with
generally accepted accounting principals equity of $9.3 billion.
Fannie Mae's regulatory capital requirements have been suspended
while it's under conservatorship, but, as a result of
conservatorship, must maintain a positive GAAP equity position.
Therefore, S&P now expect it to be highly likely that Fannie Mae
will access the U.S. Treasury's senior preferred stock purchase
program early next year.


FANNIE MAE: Moody's Ratings Unaffected by $29 Billion Net Loss
--------------------------------------------------------------
Moody's Investors Service affirmed all ratings of the Federal
National Mortgage Association (Fannie Mae), including its Aaa
senior long-term debt, Prime-1 short-term debt, Aa2 subordinated
debt, Ca preferred stock and E+ Bank Financial Strength Ratings.
All ratings have a stable outlook.

The affirmation follows Fannie Mae's announcement of a
$29.0 billion net loss for the third quarter of 2008.  The company
net loss was driven by a $21.4 billion valuation allowance
established for its deferred tax asset, as well as increasing
provision for loan losses and mark-to-market losses.
The deferred tax valuation allowance was largely a result of
uncertainty regarding the company's future profitability.  Future
profitability is likely to be reduced, at least in the short-term,
as the company has been required to primarily focus on its public
policy mission of supporting the US housing market rather than
maximizing shareholder value.  It is uncertain when or if the
company's focus will return to profitability.  In addition, there
is the potential that the company will be unable to regain the
franchise and same level of profitability upon emerging from
conservatorship.  The likelihood of a substantial reduction in the
deferred tax asset was considered in the company's Current
Ratings.

Moody's Aaa senior long-term and Prime-1 short-term ratings of
Fannie Mae's debt reflect Moody's view of the very high degree of
systemic support enjoyed by the company because of its central
role in mortgage finance in the United States, as well as the
importance of housing within the U.S. economy.  Moody's believes
that the extensive capital and liquidity support provided by the
U.S. Treasury, together with the public statements of the Treasury
and the Federal Housing Finance Agency, provides a clear
indication of Treasury's and FHFA's intention that these
obligations will continue to be paid on a timely basis.

Moody's notes that Fannie Mae's rated subordinated debt securities
contain triggers that would require interest deferral under
certain circumstances.  First, Fannie Mae would have to defer
interest on its subordinated debt should the company be classified
as critically undercapitalized.  Second, Fannie Mae would have to
defer interest on its subordinated debt payment if (i) it is
classified as significantly undercapitalized, (ii) it requests
that the U.S. Treasury purchase debt securities of the company and
(iii) the U.S. Treasury agrees to purchase the company's debt
securities.

However, in October 2008, the FHFA, Fannie Mae's regulator,
suspended the company's capital classifications during
conservatorship.  This action effectively eliminated the
triggering event for subordinated debt interest deferral.  Moody's
affirmation of the Aa2 subordinated debt rating with a stable
outlook reflects the rating agency's view that deferral is highly
unlikely.  In addition, even if the company's capital
classification is reinstated, Fannie Mae has access to up to
$100 billion of funding from the U.S. Treasury under the Senior
Preferred Stock Purchase Program, resulting in the company
avoiding a capital classification that would produce a deferral of
interest.

Fannie Mae's Ca preferred stock rating reflects the conservator's
decision to suspend the non-cumulative preferred stock dividends,
as well as Moody's expectation that those dividends will likely be
suspended for several years.  The E+BFSR reflects the
extraordinary support provided by the U.S. Treasury through the
Senior Preferred Stock Purchase Program and GSE Credit Facility.
Without this extraordinary support, Fannie Mae's liquidity and
capital resources would be severely constrained.


FANNIE MAE: Works With Freddie & Gov't on Housing Loan Changes
--------------------------------------------------------------
Damian Paletta at The Wall Street Journal reports that Fannie Mae,
Freddie Mac, and U.S. officials disclosed on Tuesday plans to
speed up housing loan modifications, as part of an effort to
prevent more foreclosures.

WSJ quoted Interim Assistant Treasury Secretary for Financial
Stability Neel Kashkari as saying, "We are experiencing a
necessary correction, and the sooner we work through it, the
sooner housing can again contribute to our economic growth."

According to WSJ, the modifications will be aimed at loans that
are 90 days or more past due.  The report says that the program
will modify interest rates and, in some cases, forgive portions of
principal debt, aiming to bring the ratio of mortgage payments of
those homeowners to 38% of their income.  Only loans made on or
before Jan. 1, 2008, will be affected by the program, the report
says.

WSJ states that borrowers would have to provide a statement or
affidavit indicating that they have encountered problems that
affected their ability to pay their mortgage.  According to the
report, the homes must be occupied by the owner, and escrows for
real estate taxes and insurance must already be set up.  Borrowers
will be disqualified from the program when they file for
bankruptcy, the report states.

Loan investors would reimburse servicers for certain fees
associated with the modification, according to WSJ.  The program
will have a 90-day trial period, and once borrowers successfully
make payments within those days, the modification will be formally
approved, WSJ reports.

The government, says WSJ, wants to encourage big banks that hold
loans in their portfolios to take similar modification measures.
WSJ relaets that several large banks, including Bank of America
Corp., Citigroup Inc., and J.P. Morgan Chase & Co., have disclosed
foreclosure prevention plans, while some bankers have complained
that Fannie Mae and Freddie Mac weren't being flexible enough in
talks over loan modifications.

                        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.


FERRO CORP: Moody's Puts B2 Rating on $172.5 Million Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD4, 69%) rating to the
$172.5 million senior unsecured convertible 6.5% notes due 2013.
Moody's also affirmed the company's B1 Corporate Family Rating,
SGL-3 speculative grade liquidity rating, as well as the positive
outlook.  Proceeds, along with increased borrowings under the
revolving credit facility were used to redeem virtually all of the
outstanding 9.125% Senior Notes due January 2009.  This issuance
has improved Ferro's liquidity and lowered its cash interest
costs.

"As demonstrated by Ferro's third quarter earnings, Moody's
expects plant closures and other cost reduction efforts will
continue to offset the negative impact of a slowing global
economy," said Moody's Senior Vice President, John Rogers,
"however, if Ferro's financial performance weakens by more than
15% over the next 6 months, Moody's will move the outlook to
stable."

Ferro's B1 CFR reflects limited financial flexibility due to the
combination of ongoing restructuring efforts, negative free cash
flow, a sizeable dividend (relative to pro forma earnings), and
meaningful cash flow leverage (when incorporating Moody's Global
Standard Adjustments to Financial Statements).  However, the
recent divestiture of the Fine Chemicals business has improved the
company's near-term liquidity.  Additionally, Ferro's EBITDA and
operating margins are relatively low for a specialty chemical
company.  Ferro's ratings are supported by an improving financial
profile, leading market positions in porcelain and enamel
coatings, sustainable market positions in electronic materials,
and management's consistency with stated repayment of debt
objectives and rationalization efforts.

Ferro's positive outlook reflects the expected improvement in
credit metrics due to on-going restructuring efforts.  The ratings
could be raised if Ferro credit metrics remain near current levels
despite the adverse macro-economic environment (i.e., Retained
Cash Flow /Debt of 10%-12% and Debt/EBITDA of 3.6x - 3.8x; these
metrics incorporate Moody's Standard Adjustments). If trailing
four quarter EBITDA falls below $175 million ($210 million when
using Moody's Standard Adjustments) or balance sheet debt does not
fall below $550 million by year-end, Moody's would likely move the
outlook to stable.

As a result of volatile raw material and energy costs, and the
expectation of a global economic slowdown in 2009, Ferro's
financial metrics have not improved as quickly as Moody's had
anticipated in May of 2007.  While the high raw material and
energy costs that were negatively pressuring Ferro's margins may
be receding, the decline in costs will be accompanied by a
slowdown in demand.  Hence, credit metrics in 2009 may be
comparable or modestly better than those generated in 2008 largely
due to plant closures and higher capacity utilization rates.  It
is expected that the challenging global macro environment will
prolong Ferro's restructuring efforts as it attempts to improve
operating rates in the US and Europe, despite the downturn, and
increase capacity in Asia to prepare for future growth.

Ratings Assigned:

Issuer: Ferro Corporation

  -- $172.5 million Senior Unsecured Convertible 6.5% Notes due
     2013, B2 (LGD4, 69%)

Ferro Corporation, headquartered in Cleveland, Ohio, is a global
producer of an array of specialty chemicals including coatings,
enamels, pigments, plastic compounds, and specialty chemicals for
use in industries ranging from construction, pharmaceuticals and
telecommunications.  Ferro operates through these five primary
business segments: Performance Coatings, Electronic Materials,
Color and Performance Glass Materials, Polymer Additives, and
Specialty Plastics.  Revenues were $2.4 billion for the LTM ended
Sept. 31, 2008.


FIRST NATIONAL: Fitch Rates $11 Million Class D Notes at 'BB+'
--------------------------------------------------------------
Fitch Ratings rates First National Master Note Trust Series
2008-3 variable funding notes:

  -- $44,000,000 LIBOR class B (2008-3) 'A';
  -- $42,625,000 LIBOR class C (2008-3) 'BBB';
  -- $11,000,000 LIBOR class D (2008-3) 'BB+'.

Fitch does not rate the class A notes.

The ratings are based on the quality of the underlying receivables
pool, the available credit enhancement, and the legal and cash
flow structure.

The notes are issued by First National Master Note Trust, a
Delaware statutory trust, and are secured by a beneficial interest
in a pool of receivables originated under First National Bank of
Omaha's VISA and MasterCard revolving credit card program.  Fitch
deems the underlying receivable pool to be of high quality given
its favorable FICO distribution, account seasoning and overall
performance to date.

Credit enhancement for the class B notes includes the
subordination of the class C notes and the class D notes.  Credit
enhancement for the class C notes includes the subordination of
the class D notes and the spread account.  Credit enhancement for
the class D notes is the subordination of the spread account,
which will be funded with a 0.5% initial deposit on the closing
date.

Fitch also considers other features embedded in the transaction
for the ratings, such as 'fixed allocation of finance charge
collections' and other amortization triggers.


FORD MOTOR: House Speaker to Push for Aid to Automakers
-------------------------------------------------------
Greg Hitt at The Wall Street Journal reports that House Speaker
Nancy Pelosi said that she will push legislation next week for a
financial assistance to auto companies, which include General
Motors Corp., Ford Motor Corp., and Chrysler LLC.

As reported in the Troubled Company Reporter on Nov. 7, 2008, GM,
Ford Motor, and Chrysler chief executive officers, met
with Rep. Pelosi about their request for another
$25 billion in government-backed loans.

Rep. Pelosi said in a statement, "I am confident Congress can
consider emergency assistance legislation next week during a lame-
duck session, and I hope the Bush Administration would support
it."

According to WSJ, Rep. Pelosi said that she tapped House Financial
Services Chairperson Barney Frank to come up with a legislation
that would give the industry "limited" assistance under the
Troubled Asset Relief Program.  The report quoted Rep. Pelosi as
saying, "In order to prevent the failure of one or more of the
major American automobile manufacturers, which would have a
devastating impact on our economy, particularly on the men and
women who work in that industry, Congress and the Bush
administration must take immediate action."

Deborah Solomon, James R. Hagerty, and Michael Crittenden at WSJ
say that Treasury officials have refused to open TARP to U.S. car
makers.

WSJ relates that Rep. Pelosi said that "to ensure that any
companies that benefit from this assistance -- and not the
taxpayers -- bear the full burden of repaying any costs that are
incurred," the financial aid would be conditioned on limits on
executive pay, rigorous independent oversight, and other taxpayer
protections.

WSJ report that the U.S. government's financial-system rescue
plans are coming under pressure as financially troubled companies
asking for assistance increase.

GM said on Monday that it might violate the terms of some of its
debt by the end of the year if it fails to steady its finances,
which could cripple the firm's ability to continue operating, WSJ
relates.

Jonathan Weisman and John D. McKinnon report that president-elect
Barack Obama met with President George W. Bush at the White House
on Monday to discuss on how to help out the U.S. auto industry.
According to WSJ, the Bush administration is still reluctant to
intervene, and transition aides say that Mr. Obama is also
hesitant to assert himself too boldly in the process before being
sworn in as president.

WSJ states that Rep. Pelosi and Senate Majority Leader Harry Reid
asked the administration to study whether it can, under current
law, tap the $700 billion financial market bailout fund to aid
Detroit, and if not, to tell the Congress what action is needed.
Citing White House press secretary Dana Perino, WSJ relates that
the White House doesn't believe it has the authority, and won't
act without further legislation.  "Congress will have a chance to
meet next week, and if they decide to move forward with something
additional, we will be able to listen to their ideas," the report
quoted Ms. Perino as saying.

                   About Ford Motor Co.

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

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

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 11,
2008, 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.

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


FREDDIE MAC: Works With Freddie & Gov't on Housing Loan Changes
---------------------------------------------------------------
Damian Paletta at The Wall Street Journal reports that Fannie Mae,
Freddie Mac, and U.S. officials disclosed on Tuesday plans to
speed up housing loan modifications, as part of an effort to
prevent more foreclosures.

WSJ quoted Interim Assistant Treasury Secretary for Financial
Stability Neel Kashkari as saying, "We are experiencing a
necessary correction, and the sooner we work through it, the
sooner housing can again contribute to our economic growth."

According to WSJ, the modifications will be aimed at loans that
are 90 days or more past due.  The report says that the program
will modify interest rates and, in some cases, forgive portions of
principal debt, aiming to bring the ratio of mortgage payments of
those homeowners to 38% of their income.  Only loans made on or
before Jan. 1, 2008, will be affected by the program, the report
says.

WSJ states that borrowers would have to provide a statement or
affidavit indicating that they have encountered problems that
affected their ability to pay their mortgage.  According to the
report, the homes must be occupied by the owner, and escrows for
real estate taxes and insurance must already be set up.  Borrowers
will be disqualified from the program when they file for
bankruptcy, the report states.

Loan investors would reimburse servicers for certain fees
associated with the modification, according to WSJ.  The program
will have a 90-day trial period, and once borrowers successfully
make payments within those days, the modification will be formally
approved, WSJ reports.

The government, says WSJ, wants to encourage big banks that hold
loans in their portfolios to take similar modification measures.
WSJ relaets that several large banks, including Bank of America
Corp., Citigroup Inc., and J.P. Morgan Chase & Co., have disclosed
foreclosure prevention plans, while some bankers have complained
that Fannie Mae and Freddie Mac weren't being flexible enough in
talks over loan modifications.

                       About Freddie Mac

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

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


FREEDOM CERTIFICATES: S&P Junks Ratings on Classes A & X
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
A and X from Freedom Certificates Autos Series 2004-1 Trust to
'CCC' from 'B-' and removed them from CreditWatch, where they were
placed with negative implications on Oct. 14, 2008.

The rating actions reflect the Nov. 7, 2008, lowering of the long-
term corporate credit and other ratings on GMAC LLC (GMAC;
CCC/Negative/C), a subsidiary of General Motors Corp. (GM;
CCC+/Negative/NR), and their removal from CreditWatch with
negative implications.

Freedom Certificates Autos Series 2004-1 Trust is a pass-through
transaction, and the ratings on classes A and X are based solely
on the lower of the ratings assigned to the underlying securities,
the 7.375% notes due Feb. 1, 2011, issued by Ford Motor Credit Co.
('B-/Watch Neg') and the 7.25% notes due
March 2, 2011, issued by GMAC.

The corporate rating actions on GM and its affiliates have no
immediate rating impact on the GM-related asset-backed securities
supported by collateral pools of consumer auto loans, auto leases,
or auto wholesale loans.


FRIEDMAN BILLINGS: Receives Non-Compliance Notice from NYSE
-----------------------------------------------------------
Friedman, Billings, Ramsey Group, Inc. was notified by the New
York Stock Exchange that it was not in compliance with an NYSE
continued listing standard in that the average price of its stock
had fallen below $1.00 per share for a consecutive 30 trading-day
period.

FBR Group intends to cure the deficiency and is exploring
alternatives for curing the deficiency and restoring compliance
with this continued listing standard.  Under NYSE rules, FBR Group
has six months from the date of the NYSE notice to do so.

FBR Group's common stock remains listed on the NYSE under the
symbol FBR, but will be assigned a ".BC" indicator by the NYSE
until compliance has been restored.

FBR Group's business operations, Securities and Exchange
Commission reporting requirements, credit agreements, other debt
obligations and its subsidiaries, including FBR Capital Markets
Corporation, are unaffected by this notification.  FBR Capital
Markets is a separately traded and managed public company.

Headquartered in the Washington, D.C., Friedman, Billings, Ramsey
Group, Inc. -- http://www.fbr.com/-- invests in mortgage-related
assets and merchant banking opportunities.


G STREET FINANCE: Moody's Cuts Ratings on Eight Classes of Notes
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes
of notes issued by G Street Finance Ltd., and left on review for
possible further downgrade the ratings of four of these classes.
The notes affected by this rating action are:

Class Description: $266,000,000 Class A-1LT-a Floating Rate Notes
Due 2041

  -- Prior Rating: Aaa
  -- Prior Rating Date: Oct. 28, 2005
  -- Current Rating: A1, on review for possible downgrade

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

  -- Prior Rating: Aaa
  -- Prior Rating Date: Oct. 28, 2005
  -- Current Rating: A1, on review for possible downgrade

Class Description: $50,900,000 Class A-2 Floating Rate Notes Due
2041

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $57,000,000 Class B Floating Rate Notes Due
2041

  -- Prior Rating: A1, on review for possible downgrade
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: Caa2, on review for possible downgrade

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

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

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

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: C

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

  -- Prior Rating: Ca
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: C

Class Description: $9,000,000 Prefered shares

  -- Prior Rating: Ca
  -- Prior Rating Date: June 9, 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.


GARDEN OF EAT'N: Seeks Bankruptcy Protection in Florida Court
-------------------------------------------------------------
Tampa Bay Business Journal reports that Garden of Eat'n of Tampa
Inc. has filed for Chapter 11 protection in the U.S. Bankruptcy
Court for the Middle District of Florida.

According to Tampa Bay Business, Garden of Eat'n has listed
$90,000 in assets and $24,002 in debts.  Court documents indicate
that Garden of Eat'n of Tampa Inc. brought in $1 million last year
but that income dropped to $750,000 in 2008.

Tampa Bay Business relates that P&O Investments of Tampa is Garden
of Eat'n's only major creditor, holding a $24,000 claim.  Garden
of Eat'n, says the report, had been leasing its property at 3401
South West Shore Boulevard from P&O Investments.  Court documents
say that P&O Investments' claim is a "past rent due" and that the
terms of the five-year lease were $6,000 a month from June 5,
2008, to June 4, 2013.  Tampa Bay Business states that P&O
Investments filed a breach of contract suit against Garden of
Eat'n and that case is pending.

Timothy M. Papp, Esq., at Giffin Papp & Myer LLC represents Garden
of Eat'n in its restructuring effort.

                   About Garden of Eat'n

Gardan of Eat'n is one of the few remaining independently owned
retailers focused on fruits and vegetables in South Tampa,
Florida.


GENERAL MOTORS: House Speaker to Push for Aid to Automakers
-----------------------------------------------------------
Greg Hitt at The Wall Street Journal reports that House Speaker
Nancy Pelosi said that she will push legislation next week for a
financial assistance to auto companies, which include General
Motors Corp., Ford Motor Corp., and Chrysler LLC.

As reported in the Troubled Company Reporter on Nov. 7, 2008, GM,
Ford Motor, and Chrysler chief executive officers, met
with Rep. Pelosi about their request for another
$25 billion in government-backed loans.

Rep. Pelosi said in a statement, "I am confident Congress can
consider emergency assistance legislation next week during a lame-
duck session, and I hope the Bush Administration would support
it."

According to WSJ, Rep. Pelosi said that she tapped House Financial
Services Chairperson Barney Frank to come up with a legislation
that would give the industry "limited" assistance under the
Troubled Asset Relief Program.  The report quoted Rep. Pelosi as
saying, "In order to prevent the failure of one or more of the
major American automobile manufacturers, which would have a
devastating impact on our economy, particularly on the men and
women who work in that industry, Congress and the Bush
administration must take immediate action."

Deborah Solomon, James R. Hagerty, and Michael Crittenden at WSJ
say that Treasury officials have refused to open TARP to U.S. car
makers.

WSJ relates that Rep. Pelosi said that "to ensure that any
companies that benefit from this assistance -- and not the
taxpayers -- bear the full burden of repaying any costs that are
incurred," the financial aid would be conditioned on limits on
executive pay, rigorous independent oversight, and other taxpayer
protections.

WSJ report that the U.S. government's financial-system rescue
plans are coming under pressure as financially troubled companies
asking for assistance increase.

GM said on Monday that it might violate the terms of some of its
debt by the end of the year if it fails to steady its finances,
which could cripple the firm's ability to continue operating, WSJ
relates.

Jonathan Weisman and John D. McKinnon report that president-elect
Barack Obama met with President George W. Bush at the White House
on Monday to discuss on how to help out the U.S. auto industry.
According to WSJ, the Bush administration is still reluctant to
intervene, and transition aides say that Mr. Obama is also
hesitant to assert himself too boldly in the process before being
sworn in as president.

WSJ states that Rep. Pelosi and Senate Majority Leader Harry Reid
asked the administration to study whether it can, under current
law, tap the $700 billion financial market bailout fund to aid
Detroit, and if not, to tell the Congress what action is needed.
Citing White House press secretary Dana Perino, WSJ relates that
the White House doesn't believe it has the authority, and won't
act without further legislation.  "Congress will have a chance to
meet next week, and if they decide to move forward with something
additional, we will be able to listen to their ideas," the report
quoted Ms. Perino as saying.
                       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.

As reported in the Troubled Company Reporter on Nov. 10,
2008, General Motors Corporation's balance sheet at
Sept. 30, 2008, showed total assets of $110.425 billion, total
liabilities of $170.3 billion, resulting in a stockholders'
deficit of $59.9 billion.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 11,
2008, 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.   S&P said that the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter
on Nov. 11, 2008, 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.  Fitch placed these on Rating Watch
Negative:

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

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.


GENERAL MOTORS: Reports $5BB Liquidity Enhancement Initiatives
--------------------------------------------------------------
General Motors Corp. is taking further actions to improve
liquidity and reduce structural cost in response to deteriorating
global economic conditions, tight credit market conditions and a
rapid retraction of sales in the auto industry.

"Volatility in the world's financial markets, tightening of
consumer and business credit and historically-low consumer
confidence has created a very challenging environment," said Rick
Wagoner, GM chairperson and chief executive officer.  "Given the
current lack of credit availability we must take further difficult
'self-help' actions."

Over the past several years, GM has been taking major actions to
restructure its business and position it for long-term growth,
making dramatic reductions in structural cost, revitalizing its
product portfolio with award- winning vehicles, growing
aggressively in emerging markets around the world and making
demonstrable strides in advanced technology leadership (link to
release).

As part of its ongoing restructuring, on July 15, 2008, GM
outlined a number of initiatives aimed at improving liquidity by
an estimated $15 billion through 2009 (link to release).  Those
initiatives included internal operating actions within the
company's control that are estimated at $10 billion, asset sales
estimated at $2-4 billion and capital market activities targeted
at $2-3 billion.

To date, the $10 billion in internal operating actions have either
been completed or are on track for full execution by the end of
2009.

GM's assets currently being assessed for potential sale include
the Hummer vehicle business and brand and its ACDelco all-makes
aftermarket parts business, which has distribution channels in
more than 100 countries.  GM is also evaluating strategic options
for its technical and manufacturing center in Strasbourg, France.
GM is also analyzing other potential asset sales.

Despite the seizing up of the credit markets, GM completed some
capital market transactions (link to release) in September to
improve the company's liquidity by $500 million by year-end 2009.
While GM has unencumbered assets of more than
$20 billion that it could potentially use as collateral for a
secured debt offering, the U.S. credit markets remain
inaccessible, and the contagion effect on other financial markets
around the world provides limited alternatives.   Accordingly, the
timing of the $2-3 billion of capital market financing GM
initially targeted remains uncertain.

In light of the further deterioration in the U.S. auto market and
continued turmoil in the global financial markets, GM is making
downward revisions to its liquidity planning assumptions.  For
planning purposes, GM is assuming U.S. light industry sales
volumes of 11.7 million units in 2009, and 12.7 million units in
2010.  GM is also revising its average oil price estimates to
range between $60-80 per barrel in 2009, and $100-$120 per barrel
in 2010.

In addition to its previously announced liquidity and capacity
actions, GM is taking further actions to improve liquidity by an
incremental $5 billion by the end of 2009.

GM is reducing its capital spending for the calendar year 2009
from approximately $7.2 billion to $4.8 billion.  The reductions
will be achieved by retiming select vehicle programs in North
America and Europe by three to 12 months, and deferring capacity
expansion projects.  Every automaker is having to adjust
portfolios and spending plans to some degree, due to the rapidly
changing business conditions and increasing challenging regulatory
requirements.  Lengthening product lifecycles is a common response
to these pressures.

Although the timing of several vehicle programs will be revised,
key product and technology programs remain on track.  GM has a
robust pipeline of competitive new vehicles over the next two
years.  In GM's largest markets, U.S., China and Europe, 22 new
vehicles will be launched in 2009, and 19 in 2010.  In the U.S.
alone, GM will launch 15 new vehicles through year-end 2010, 14 of
which will be fuel-efficient cars or crossovers, including the
Cadillac CTS wagon and SRX crossover, Chevrolet Camaro Coupe and
Equinox crossover in 2009, and Saab 9-4x crossover, Chevrolet
Cruze small car in 2010.  Spending levels for the extended range
electric Chevrolet Volt and other fuel-economy improvement
initiatives to meet increasingly aggressive global fuel economy
standards have been increased.

GM is also taking steps to reduce structural cost by an additional
$1.5 billion.  Actions being employed to achieve the savings
include further reductions in sales promotion spending, further
reductions in support of dealer network activities and channel
consolidations, and further revisions to production scheduling
reflective of depressed industry conditions.  In response to
declining demand, GM will re-rate operations at a number of
operations in North America to scale back production, beginning in
the first quarter of 2009.

GM also expects to make further reductions in engineering expense
due to the aforementioned delays in capital spending.  In
addition, various types of discretionary spending, such as travel,
use of consulting resources, and non-scheduled overtime for hourly
and salaried employees, will also be restricted.

A number of working capital improvements, totalling approximately
$500 million, are also being taken, including additional inventory
reductions, with an emphasis on further cuts in components, buffer
stocks and finished goods.

Measures are also being taken to further reduce salaried
employment costs in the U.S. and Canada.  The cost reduction
target has been increased to approximately 30 percent, up from
approximately 20 percent as announced on July 15.  The reductions
will be achieved with further contract and salaried headcount
reductions by the recent over-achievement of the salaried window
retirement goal, mutual separation programs, and if necessary,
involuntary separations.  Employment cash cost savings will also
be achieved in Western Europe in 2009 as part of its necessary,
broad-based labor cost reduction initiatives.

Salaried employees will not receive enhanced variable pay
(incentive compensation) in 2009 for the 2008 performance period.
GM had previously announced there would be no discretionary cash
bonuses for 2008 for the company's executive employees.

In addition, GM suspended the company match for the stock savings
(401k) plan in the U.S., effective Nov. 1, 2008, and matching
contributions for tuition assistance and other reimbursement
programs are being suspended effective
Jan. 1, 2009.

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

GM has taken a host of aggressive "self help" actions to improve
its business, but additional support from the U.S. government to
aid the auto industry during this industry downturn is essential.
The company has engaged in discussions with various U.S. federal
government agencies and Congressional leaders about the important
role that the domestic automotive industry plays in the U.S.
economy, and the need for immediate government funding support
given the economic and credit crisis and its impact on the
industry, including consumers, dealers, suppliers and
manufacturers.  Many in the government have acknowledged the
important role of the industry in the national economy and the
discussions are ongoing; and at this point, their outcome cannot
be predicated with certainty.

"These tough actions, though very difficult to make, demonstrate
our commitment and determination to weather this economic downturn
and emerge a stronger and more competitive company," said Mr.
Wagoner.  "We remain focused on retaining our focus on product
excellence and our commitment to advanced propulsion technology
leadership and returning the business to profitability despite the
current market conditions."

Finally, GM has recently explored the possibility of a strategic
acquisition that it believed would generate significant cost
reduction synergies and substantially strengthen GM's financial
position in the medium and long term, while being neutral or
modestly positive to cash flow even in the near term. While the
acquisition could potentially have provided significant benefits,
the company has concluded that it is more important at the present
time to focus on its immediate liquidity challenges and,
accordingly, considerations of such a transaction as a near-term
priority have been set aside.

                      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.

As reported in the Troubled Company Reporter on Nov. 10,
2008, General Motors Corporation's balance sheet at Sept. 30,
2008, showed total assets of $110.425 billion, total liabilities
of $170.3 billion, resulting in a stockholders'
deficit of $59.9 billion.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 11,
2008, 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.   S&P said that the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter
on Nov. 11, 2008, 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.  Fitch placed these on Rating Watch
Negative:

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

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.


GENWORTH FINANCIAL: Moody's Cuts Senior Debt Rating to Baa1
-----------------------------------------------------------
Moody's Investors Service on November 10, 2008, downgraded the
debt ratings of Genworth Financial, Inc. ("Genworth"; NYSE: GNW,
senior debt to Baa1 from A2) as well as the insurance financial
strength (IFS) ratings of the company's primary life insurance
operating subsidiaries, to A1 from Aa3. The downgrade concludes
the review that was initiated on September 30, 2008. The outlook
on Genworth and its life insurance subsidiaries is negative. This
rating action follows Genworth's announcement of its 3Q08 results
including a loss of $258 million after net investment losses of
$478 million.

Moody's ratings of Genworth's Mortgage Insurance (MI) businesses
(except Genworth Seguros de Credito a la Vivienda S.A. (Mexico))
are not part of this rating action; the rating agency said it will
comment separately on the ratings of the MI entities in the near
term.

According to Scott Robinson, Vice President and Senior Credit
Officer, "the downgrade of the life insurance operations and the
negative outlook reflect the continuing adverse impact of the
difficult credit and economic environment on Genworth's earnings,
challenges in managing capital and life insurance related
collateral needs to support the company's growth, and diminished
financial flexibility at the holding company." Earnings capacity
and internal capital generation for the company have been
constrained because of significant credit losses in the company's
structured investment portfolio and financial institutions
securities, and to a lesser extent, weak equity markets.

The rating agency commented that as a result of a recent $500
million capital contribution made by Genworth, the capital levels
of the life companies were strengthened significantly to a solid
360% NAIC Risk Based Capital (RBC) ratio at the end of the third
quarter; however, the holding company now has fewer resources to
pay off upcoming debt maturities. Genworth's recent elimination of
its common shareholder dividends will help the operating companies
retain capital and will diminish the cash needs of the holding
company going forward, according to Moody's.

Moody's noted that Genworth announced with its 3Q08 results that
it was evaluating capital flexibility alternatives including the
potential for asset sales, the continuing strategic review of its
U.S. Mortgage Insurance business, and the possibility of raising
private or public equity, or debt capital. The company has
approximately $1.1 billion of debt coming due in mid-2009. Moody's
commented that if the company does not raise adequate funds from
the execution of its capital raising plan, Genworth would likely
draw down on its bank credit lines, which have an undrawn capacity
of $1.8 billion.

The rating agency said that the two notch downgrade of the
company's holding company debt ratings reflects two issues: 1) the
weakened financial profile of Genworth's life insurance
operations, and 2) the reduced diversification of the group's
earnings and cash flows resulting in the widening of the notching
between the IFS rating of the operating subsidiaries and the
senior debt rating at the holding company to three notches--which
is typical for US-based insurance groups--from two notches. The
basis for the previous narrower notching at Genworth's holding
company had been the extent of its overall business
diversification arising from the life insurance, international
(including Canadian and Australian MI and U.K. Payment
Protection), and U.S. MI operations. Moody's expects that the
diversification benefits will be reduced going forward in light of
the company's strategic review and possible asset sales, as well
as the currently diminished dividend capacity of the life
operations given their constrained earnings and investment losses.

According to Moody's, Genworth's A1 IFS rating on its U.S. life
insurance subsidiaries is based on its good business profile,
supported by diversified earnings and a product portfolio with
competitive positions in income and protection products. The
company's exposure to spread compression and certain higher risk
life insurance products such as long-term care is offset to a
large extent by its disciplined risk management. Continuing
challenges facing the company include additional investment
losses, funding regulatory reserve requirements associated with
term and universal life products, and managing liquidity risk in
light of its surrenderable institutional investment products and
fixed annuities.

Regarding the future direction of Genworth's ratings, one or more
of these conditions could lead to a further downgrade: 1)
additional credit impairments greater than $500 million over the
next few quarters, 2) financial leverage approaching 35% and/or
earnings coverage less than 7x, 3) consolidated NAIC RBC less than
300%, or 4) the inability to secure collateral for insurance
policies subject to the reserve requirements under Regulation
XXX / AXXX.

The rating outlook of Genworth could return to stable if one or
more of the following occurs: 1) RBC is maintained above 325%, 2)
additional credit impairments are less than $500 million, 3) the
resulting capital structure following the MI strategic alternative
review does not place material incremental pressure on the life
insurance companies' resources, and 4) a successful securing of
long term collateral for XXX / AXXX reserves.

On September 30, 2008, Moody's placed on review for possible
downgrade the debt ratings of Genworth Financial, Inc. as well as
the Aa3 IFS ratings of the company's life insurance and mortgage
insurance operating subsidiaries.

These ratings were downgraded with a negative outlook:

   -- Genworth Financial, Inc.--senior unsecured debt to Baa1
      from A2, junior subordinated debt to Baa2 from A3,
      preferred stock to Baa3 from Baa1, provisional senior
      unsecured debt shelf to (P)Baa1 from (P)A2, provisional
      subordinated debt shelf to (P)Baa2 from (P)A3, and
      provisional preferred stock shelf to (P)Baa3 from (P)Baa1;

   -- Genworth Life Insurance Company -- insurance financial
      strength rating to A1 from Aa3;

   -- Genworth Life Insurance Company of New York -- insurance
      financial strength rating to A1 from Aa3;

   -- Genworth Life and Annuity Insurance Company -- insurance
      financial strength to A1 from Aa3;

   -- Genworth Life Institutional Funding Trusts--funding
      agreement-backed senior secured debt rating to A1
      from Aa3;

   -- Genworth Global Funding Trusts -- funding agreement-backed
      senior secured debt rating to A1 from Aa3;

   -- Genworth Global Funding Trusts 2005-A; 2006-A through E, G;
      2007-A through D; 2007-1 through 5; 2008-1 through 49 --
      funding agreement-backed senior secured debt rating to A1
      from Aa3;

   -- General Repackaging ACES SPC 2007-2, General Repackaging
      ACES SPC 2007-3, General Repackaging ACES SPC 2007-6,
      General Repackaging ACES SPC 2007-7 funding agreement-
      backed senior secured debt rating to A1 from Aa3;

   -- Premium Asset Trust - Series 2001-3, Series 2001-8, Series
      2004-10, Series 2005-3, Series 2005-6 through 7 -- funding
      agreement-backed senior secured debt rating to A1 from
      Aa3.

   -- Genworth Seguros de Credito a la Vivienda S.A. (Mexico)
      -- insurance financial strength rating to Baa1 from A2
      (guaranteed by Genworth Financial, Inc.)

These ratings were downgraded with a stable outlook:

   -- Genworth Financial, Inc. -- short-term debt rating for
      commercial paper to Prime-2 from Prime-1;

   -- Genworth Seguros de Credito a la Vivienda S.A. (Mexico) --
      national scale insurance financial strength rating to
      Aa1.mx from Aaa.mx (guaranteed by Genworth Financial, Inc.).

These ratings were affirmed with a stable outlook:

   -- Genworth Life Insurance Company--short-term insurance
      financial strength rating at Prime-1;

   -- Genworth Life and Annuity Insurance Company -- short-term
      insurance financial strength rating at Prime-1;

   -- Premium Asset Trust Series 2004-10 -- funding agreement-
      backed senior secured debt at Prime-1.

On November 6, 2008, A.M. Best Co. said it placed the financial
strength rating (FSR) of A+ (Superior) and issuer credit ratings
(ICR) of "aa-" of the key life/health insurance subsidiaries of
Genworth Financial, Inc. (Genworth) (Richmond, VA) (NYSE: GNW)
under review with negative implications. Concurrently, A.M. Best
has placed the ICR of "a-" and existing debt ratings of Genworth
under review with negative implications.  A.M. Best explained that
the rating actions reflect the deterioration in the statutory
capital of Genworth's life/health entities as of mid-year 2008,
which A.M. Best expects to be further pressured by material
investment impairments during the second half of the year.

A.M. Best said it recognizes that the first half deterioration and
investment pressures to date have been offset by completed capital
projects and a capital contribution in third quarter 2008.
Additionally, A.M. Best viewed Genworth's financial flexibility as
being limited by the decline in value of its common stock,
continued dislocation in the capital markets and the uncertainty
surrounding its U.S. mortgage operations. Furthermore, potential
pressure on interest coverage is of concern due to an expected
decline in earnings and the potential for higher capital costs
from the need to fund $1.1 billion of maturing debt in mid-2009.
A.M. Best believes that further negative implications exist for
the cost and availability of funding for Regulation XXX and AXXX
reserves.

While A.M. Best recognizes that Genworth is actively pursuing a
variety of solutions to solve the financial impact of these
issues, the ultimate outcome of these efforts within the context
of the current market environment is unclear, A.M. Best said.

A.M. Best is evaluating the potential impact of these events on
the ratings of Genworth and its life/health insurance
subsidiaries.

Genworth Financial, Inc., headquartered in Richmond, Virginia,
reported shareholders' equity of $10.5 billion as of September 30,
2008, down from $13.5 billion as of December 31, 2007. For the
third quarter of 2008, the company reported a net loss of $258
million, compared to net income of $339 million in the year-ago
period.


GENWORTH FINANCIAL: Loses Access to Commercial Paper Program
------------------------------------------------------------
Genworth Financial, Inc., disclosed in a regulatory filing with
the Securities and Exchange Commission that as a result of the
rating downgrade of its holding company, it is no longer eligible
to sell commercial paper to the Federal Reserve's Commercial Paper
Funding Facility, although the outstanding commercial paper that
is currently held by CPFF will continue to be held until maturity.

Genworth Financial has a $1.0 billion commercial paper program.
The notes under the commercial paper program are offered pursuant
to an exemption from registration under the Securities Act of 1933
and may have a maturity of up to 364 days from the date of issue.
As of September 30, 2008, Genworth Financial had $78 million of
commercial paper outstanding.  The weighted-average interest rate
on commercial paper outstanding was 2.42% and the weighted-average
maturity was 39 days.

On October 7, 2008, the Federal Reserve Board announced details
regarding the Commercial Paper Funding Facility, including that it
would begin funding purchases of commercial paper on October 27,
2008.  The CPFF is intended to improve liquidity in short-term
funding markets and, thereby, increase the availability of credit
for businesses and households.  There can be no assurance as to
what impact such actions will have on the financial markets,
including the extreme levels of volatility currently being
experienced.  In October 2008, Genworth Financial was approved and
participated in the CPFF.

Genworth Financial posted a $258 million net loss on $2.1 billion
in total revenues for the three-month period ended September 30,
2008.  Genworth was in black during the same period last year,
reporting $339 million net income.

As of September 30, 2008, Genworth Financial had $109.5 billion in
total assets and $99.0 billion in total debts.

"This was a disappointing quarter for the company, which was
compounded by the ongoing turmoil in the credit, equity and
housing markets," Michael D. Fraizer, chairman and chief executive
officer, has said.  "In this unprecedented period, we are focused
on maintaining appropriate liquidity, and taking additional steps
to strengthen our capital levels and maximize our flexibility.
Among immediate actions taken are the suspension of our common
stock dividend, the formal suspension of our share repurchase
program, which has been inactive since the first quarter, and the
contribution of $500 million of cash from the holding company to
our life operating companies, leaving those companies with a
combined 360 percent RBC at the end of the third quarter. We are
also looking at other avenues - including the potential for asset
sales, debt refinancing or a possible capital raise. These steps
may be needed to navigate continued market uncertainty and turmoil
in the credit markets, while effectively positioning Genworth for
the future."

Genworth in a news statement last week said that it is managing
its liquidity profile effectively, and currently holds
approximately $435 million of cash and cash equivalents at the
holding company level and approximately $6.2 billion at the
insurance company operating levels.  The company also disclosed
that the life insurance company consolidated risk-based capital
ratio is estimated at approximately 360% at September 30, 2008,
following the contribution of $500 million from the holding
company effective as of that date.  Moreover, reinsurance and
capital efficiency projects providing capital benefits of
approximately $750 million were completed in the third quarter,
$115 million were completed since the end of the quarter and
additional projects totaling approximately $500 million are
targeted for year-end completion.

Genworth said it is planning to reduce annual expenses by
approximately $100 million to $150 million, reflecting refinement
of business focus in the Retirement and Protection segment, along
with the impact of economic slowdowns in the U.S. and global
markets generally. Lower new business volumes will preserve
capital while expense reductions could result in a restructuring
charge in the fourth quarter of 2008.

Genworth also said it is evaluating several additional capital
flexibility alternatives including potential asset sales,
continued review of the U.S. Mortgage Insurance business, and the
potential to raise private or public equity, or debt capital.  The
company has suspended the common stock dividend, which move is
expected to generate approximately $175 million per year in
available capital.  The share repurchase program also will be
suspended for the foreseeable future.

Genworth is also suspending operating earnings outlook for 2008.

The Wall Street Journal's Leslie Scism reports that the Fed's
decision removed an important funding source as Genworth seeks to
repay $1.1 billion in debt coming due in the middle of 2009.
According to the Journal, analysts believe that if the markets
continue to deteriorate, Genworth could face retrenching to
conserve capital, selling international units at possible fire-
sale prices, and drawing down its revolving-loan facilities or
issuing more stock.

The Journal also notes that in a conference call with analysts
last week, Genworth executives said the company is prepared to
cash out guaranteed-investment contracts and other business it
does with institutional investors as the business matures in
coming months.  Its institutional assets under management totaled
$9.25 billion as of Sept. 30, compared with a total of $55.87
billion under management, the Journal says.

In its Form 10-Q filing with the SEC, Genworth disclosed that it
has two $1.0 billion five-year revolving credit facilities that
mature in May 2012 and August 2012.  The facilities bear variable
interest rates based on one-month LIBOR plus a margin.  As of
September 30, 2008, Genworth had no borrowings under these
facilities; however, it utilized $172 million of the commitment
under the facilities for the issuance of a letter of credit
primarily for the benefit of one of its U.S. mortgage insurance
subsidiaries.

Genworth noted that on October 5, 2008, Lehman Commercial Paper
Inc., a subsidiary of Lehman Brothers Holdings Inc., filed for
protection under Chapter 11 of the Federal Bankruptcy Code in the
U.S. Bankruptcy Court for the Southern District of New York.  LCP
is a lender under the credit facilities and had committed to
provide $70 million under each facility.  Genworth said it is
uncertain whether LCP will fulfill its commitments under the
credit facilities in light of its bankruptcy filing.

In May 2008, Genworth issued senior notes having an aggregate
principal amount of $600 million, with an interest rate equal to
6.515% per year payable semi-annually, and maturing in May 2018.
The 2018 Notes are Genworth's direct, unsecured obligations and
will rank equally with all of its existing and future unsecured
and unsubordinated obligations.  Genworth has the option to redeem
all or a portion of the 2018 Notes at any time with proper notice
to the note holders at a price equal to the greater of 100% of
principal or the sum of the present value of the remaining
scheduled payments of principal and interest discounted at the
then-current treasury rate plus an applicable spread.

Genworth Financial, Inc. (NYSE: GNW) -- http://www.genworth.com--
is a public Fortune 500 global financial security company.  It was
incorporated in Delaware on October 23, 2003, in preparation for
the corporate formation of certain insurance and related
subsidiaries of the General Electric Company.  Genworth operates
through three segments -- Retirement and Protection, International
and U.S. Mortgage Insurance -- and employs roughly 7,000 people
with a presence in more than 25 countries.  Its products and
services are offered through financial intermediaries, advisors,
independent distributors and sales specialists. Genworth
Financial, which traces its roots back to 1871, became a public
company in 2004 and is headquartered in Richmond, Virginia.


GENWORTH FINANCIAL: Appoints Joelson as Chief Investment Officer
----------------------------------------------------------------
Genworth Financial, Inc. said Tuesday Ronald Joelson will join the
company as its new chief investment officer, with responsibility
for managing Genworth's nearly $70 billion investment portfolio.

Mr. Joelson comes to Genworth from JP Morgan Asset Management in
New York, where he served as managing director of insurance
strategic markets coverage from July 2007 until November of this
year. Prior to that, from 1984 to 2007, Mr. Joelson held a number
of financial positions at Prudential Financial in Newark, New
Jersey. He spent his first 11 years there in private placements
and structured finance. Immediately before being named
Prudential's CIO, he served as senior vice president, financial
management, helping design structures for demutualization of the
company. From 2000 to 2007, Mr. Joelson served as Prudential's
senior vice president and chief investment officer, asset
liability and risk management, overseeing investment strategy and
portfolio performance for Prudential's $230 billion general
account.

"With Ron's extensive experience in the financial services
industry, he will play a critical role as we continue to position
Genworth for the future and manage the challenges of the current
market environment," said Michael D. Fraizer, Genworth chairman
and chief executive officer. "We're pleased that someone with
Ron's strong credentials and leadership will be joining our senior
team."

Mr. Joelson graduated in 1980 from Hamilton College in Clinton, NY
with a Bachelor's degree in Economics and Government.  He earned
his M.B.A. from Columbia University's Graduate School of Business
in 1983.

Genworth Financial, Inc. (NYSE: GNW) -- http://www.genworth.com--
is a public Fortune 500 global financial security company.  It was
incorporated in Delaware on October 23, 2003, in preparation for
the corporate formation of certain insurance and related
subsidiaries of the General Electric Company.  Genworth operates
through three segments -- Retirement and Protection, International
and U.S. Mortgage Insurance -- and employs roughly 7,000 people
with a presence in more than 25 countries.  Its products and
services are offered through financial intermediaries, advisors,
independent distributors and sales specialists. Genworth
Financial, which traces its roots back to 1871, became a public
company in 2004 and is headquartered in Richmond, Virginia.


GRAPE ENTERPRISE: Seeks Chapter 11 Protection in Georgia
--------------------------------------------------------
Birmingham Business Journal reports that The Grape Enterprise
Group and its subsidiaries have sought Chapter 11 protection
before the U.S. Bankruptcy Court for the Northern District of
Georgia.

Birmingham Business relates that The Grape Enterprise's
subsidiaries include The Grape Franchise Group LLC, The Grape
Development Co. LLC, and The Grape Realty LLC.  The report says
that the companies have asked a judge to combine their cases.
Court documents say that the combined company has debts of
$1 million to $10 million and assets less than $50,000.

According to Birmingham Business, The Grape Enterprise's
spokesperson Lisa Lake said that the restaurants would continue
operating and no layoffs are planned.

                   About The Grape Enterprise

The Grape Enterprise Group was founded in Vinings in 1999 by Jack
Mazur, who also was the company's chairperson.  It is the parent
company of The Grape bistro and wine bar at The Summit in
Birmingham.  The company operates in Birmingham and Atlanta.


HANNOVER PAVILION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Hannover Pavillion, L.L.P.

Bankruptcy Case No.: 08-37097

Chapter 11 Petition Date: November 3, 2008

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Yvette Marie Mastin, Esq.
                  Email: mastinlaw@yahoo.com
                  2323 S. Voss Road
                  #400
                  Houston, TX 77057
                  Tel: (832) 251-3662
                  Fax: (832) 971-7206

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor has no unsecured creditors.


HOME INTERIORS: To Consider Trustee Appointment Motion Nov. 21
--------------------------------------------------------------
The Hon. Barbara J. Houser of the United States Bankruptcy Court
for the Northern District of Texas set Nov. 21, 2008, at 9:00
a.m., to consider motion to appoint Chapter 11 trustee filed by
Home Interiors & Gifts Inc. and its debtor-affiliates on Oct. 31,
2008.

As reported in the Troubled Company Reporter Nov. 6, 2008, the
Chapter 11 Trustee is expected to enable the bankruptcy process to
move forward and avoid any delays caused by the disputes between
the Debtors and their creditors.

The Debtors related the Official Committee of Unsecured Creditors
and non-insider minority prepetition lenders objected to their
motion to obtain postpetition financing from certain prepetition
lenders affiliated with Highland Capital Management LLP.  The
minority lenders argued that the financing was made in bad faith
because Highland was an insider acting to merely benefit its own
interest while the Committee alleged that some provisions of the
financing agreement favor the prepetition lenders.

According to Andrew E. Jillson, Esq., at Hunton & Williams LLP,
faced with the objections of the Committee and the minority
lenders, the Court denied the Debtors' motion to obtain
postpetition financing.

Furthermore, the Trustee will resolve Committee allegation that
there appears to be some inclination by the Debtors to only work
toward obtaining bids from insiders.

The Debtors reminded the Court that they plan to sell their
business as a going concern.  The Debtors propose Jan. 15, 2009,
to auction the capital stock of Domistyle Inc. and certain other
assets, free and clear of liens and interests.  Howard and Zukin
Capital Inc. was retained by the Debtors as its sales broker.

                       About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and
distributes indoor and outdoor home decorative accessories. It
was founded by Mary Crowley in 1957.  Through its affiliates, the
company has a significant presence in Mexico, Puerto Rico, and
Canada. Annual revenue in 2007 reached $300 million.  When Mary
Crowley, died in 1986, her son, Don Carter continued the business
operation nearly debt-free.  In a leveraged transaction in 1998,
private equity firm of Hicks, Muse, Tate, and Furst acquired 66%
of the parent company, which resulted in the imposition of more
than $500 million in debt on the Debtors.  In the face of
decreased sales and increased debt load, bondholders canceled
their debts in February 2006 in exchange for receiving most of the
outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico and
Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Richard A. Lindenmuth
at Boulder International LLC, is designated as CRO.  Munsch Hardt
Kopf & Harr, PC represents the Committee in these cases.  When the
Debtors filed for protection against their creditors, they listed
assets and debts of between $100 million and $500 million each.


INTERTAN CANADA: Court Grants Creditor Protection under CCAA
------------------------------------------------------------
InterTAN Canada Ltd., a subsidiary of US-based Circuit City Stores
Inc., was granted creditor protection by the Ontario Superior
Court of Justice under the Companies' Creditors Arrangement Act.

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.

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

   -- 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 Canada Ltd. -- http://www.intertan.com/-- takes
customers to the source for electronics.  The company operates
through some 780 company-owned and dealer outlets, primarily under
The Source By Circuit City banner.  Its flagship chain, The
Source, sells such items as digital audio equipment, cameras, cell
phones, computers, and electronic games. Formed in 1986 as a
holding company for the international retail operations of Tandy
(now RadioShack), InterTAN was later spun off and sold its UK and
Australian businesses.  The company was acquired by Circuit City
in 2004.


J.F.C. DEVELOPMENT: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: J.F.C. Development, Ltd.
             4300 Scotland St.
             Houston, TX 77007

Bankruptcy Case No.: 08-37053

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                Case No.
     ------                                --------
     3315 West Twelfth, Ltd.               08-37055
     4300 Scotland Partners, Ltd.          08-37057
     5450 Navigation Partners, Ltd.        08-37061
     8303 Katy Freeway Partners, Ltd.      08-37063

Chapter 11 Petition Date: Nov. 3, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtors' Counsel: James B. Jameson, Esq.
                  Email: jbjameson@jamesonlaw.net
                  3355 West Alabama, Suite 1160
                  Houston, TX 77098
                  Tel: (713) 807-1705
                  Fax: (713) 807-1710

Total Assets: $9,240,000

Total Liabilities: $6,830,000

Debtor's 2 Largest Unsecured Creditors:

   Entity                      Nature of Claim     Claim Amount
   ------                      ---------------     ------------
   Waterhill Companies, Ltd.   Business Loan       $1,600,000
   4300 Scotland Street
   Houston, TX 77007

   White Knight Capital        Promissory Note     $1,500,000
   Management, LLC
   615 North Wabash Avenue
   Chicago, IL 60611-2713


KENMORE STREET: Poor Credit Quality Cues Moody's Ratings Cut
------------------------------------------------------------
Moody's Investors Service downgraded its ratings on these notes
issued by Kenmore Street Synthetic CDO 2006-2:

Class Description: $30,000,000 Class 7A-1 Floating Rate Notes Due
2014

  -- Prior Rating: Aaa
  -- Prior Rating Date: Oct. 17, 2006
  -- Current Rating: Baa2

Class Description: $31,500,000 Class 7B-1 Floating Rate Notes Due
2014

  -- Prior Rating: Aa3
  -- Prior Rating Date: Oct. 17, 2006
  -- Current Rating: Ba3

Class Description: EUR6,400,000 Class 7EB-1 Floating Rate Notes
Due 2014

  -- Prior Rating: Aa3
  -- Prior Rating Date: Oct. 17, 2006
  -- Current Rating: Ba3

Class Description: $11,500,000 Class 7C-1 Floating Rate Notes Due
2014

  -- Prior Rating: A1
  -- Prior Rating Date: Oct. 17, 2006
  -- Current Rating: B1

Class Description: $30,000,000 Class 7B Floating Rate Notes Due
2014

  -- Prior Rating: Aa3
  -- Prior Rating Date: Dec. 21, 2006
  -- Current Rating: Ba3

Class Description: $5,000,000 Class 10C-1 Floating Rate Notes Due
2017

  -- Prior Rating: A2
  -- Prior Rating Date: Dec. 21, 2006
  -- Current Rating: B3

Class Description: $2,000,000 Class 10C-2 Floating Rate Notes Due
2017

  -- Prior Rating: A2
  -- Prior Rating Date: Jan. 24, 2007
  -- Current Rating: B3

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, 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.


KLIO II: Moody's Cuts Ratings on Three Note Classes to 'C'
----------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the rating of these note issued by Klio II Funding Ltd.:

Class Description: Refunding Notes

  -- Prior Rating: A1
  -- Current Rating: A1, on review for possible downgrade
  -- Prior Rating Action Date: Nov. 10, 2008

Additionally, Moody's has downgraded the ratings on these five
classes of notes and left one of them on review for possible
downgrade:

Class Description: $292,500,000 Class A-1 Floating Rate Notes Due
2039

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade
  -- Prior Rating Action Date: July 17, 2008

Class Description: $70,000,000 Class A-2 Floating Rate Subordinate
Notes Due 2039

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: July 17, 2008

Class Description: $50,000,000 Class B Floating Rate Subordinate
Notes Due 2039

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: C
  -- Prior Rating Action Date: July 17, 2008

Class Description: $50,000,000 Class C Floating Rate Junior
Subordinate Notes Due 2039

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Current Rating: C
  -- Prior Rating Action Date: July 17, 2008

Class Description: 34,500 Preferred Shares, Par Value $0.01 Per
Share
  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: July 17, 2008

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


LAGUNA ABS: Moody's Junks Rating on $34MM Class A3 Notes
--------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings of these two classes of notes
issued by Laguna ABS CDO, Ltd.:

Class Description: $70,250,000 Class A1J Senior Secured Floating
Rate Notes due Nov. 3, 2044

  -- Prior Rating: Aaa
  -- Prior Rating Date: Nov. 5, 2004
  -- Current Rating: Aa2, on review for downgrade

Class Description: $63,000,000 Class A2 Senior Secured Floating
Rate Notes due Nov. 3, 2044

  -- Prior Rating: Aa2
  -- Prior Rating Date: Nov. 5, 2004
  -- Current Rating: A3, on review for downgrade

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

Class Description: $34,000,000 Class A3 Senior Secured Deferrable
Interest Floating Rate Notes due Nov. 3, 2044

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: May 23, 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.


LAMAR ADVERTISING: S&P Affirms 'BB-' Rating; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Lamar Advertising Co. to negative from stable.  At the same time,
S&P affirmed its ratings on the company, including the 'BB-'
corporate credit rating.

"The outlook revision reflects the rapidly weakening economy's
impact on EBITDA and credit measures, which are likely to be weak
for the rating over the intermediate term," said Standard & Poor's
credit analyst Ariel Silverberg.

S&P expects that EBITDA in 2008 could decline in the high-single-
digit percentage area year over year, and that 2009 EBITDA
generation could fall in the mid-teens percentage area.  While S&P
anticipates that Lamar will generate sufficient free cash flow
during 2009 to fund moderate levels of discretionary spending and
approximately $58 million in term loan amortization, as well as
repay a portion of 2008 revolver balances, S&P expects EBITDA
declines will result in adjusted debt leverage that could reach
7.0x (Standard and Poor's adjustments add approximately one turn
to unadjusted leverage), which would be weak for the current 'BB-'
rating.  Adjusted debt to EBITDA was 6.3x on Sept. 30, 2008, up
from 6.0x at the end of December 2007.

The rating on Baton Rouge, Louisiana-headquartered Lamar
Advertising and Lamar Media Corp. are based on the consolidated
creditworthiness of the parent, Lamar Advertising.  The rating
reflects the company's high debt leverage resulting from share
repurchases, acquisitions, and aggressive capital spending.
Lamar's satisfactory business profile (which reflects its strong
position in the small-to-midsize outdoor advertising industry),
high and stable operating margins, and solid cash flow generation
somewhat temper the previously mentioned factors.

S&P expects management to reduce much of its discretionary
spending in 2009 to build cushion on the balance sheet.  However,
S&P also believes that the company will maintain a focus on
growing its digital inventory and pursing strategic acquisitions
if weak advertising trends moderate in the second half of 2009.
Acquisitions in the first nine months of 2008 totaled
approximately $226 million, compared to $107 million in the prior-
year period.  The increase was primarily due to the acquisition of
Vista Media in May 2008.  At Sept 30, 2008, the company had $127
million available under its stock repurchase program, which
expires in February 2009.  The current rating does not incorporate
additional share repurchases over the intermediate term.


LAS VEGAS SANDS: To Get $525MM Investment from Adelson Family
-------------------------------------------------------------
Bloomberg News' Mark Clothier says Las Vegas Sands Corp. will get
a $525 million investment from the family of Sheldon G. Adelson,
its Chairman and Chief Executive Officer and principal
stockholder.  The company will also sell $1.62 billion more in
shares, according to Bloomberg, to raise cash and avoid
bankruptcy.

Las Vegas Sands announced on November 10, 2008, the pricing of its
public offering of 181,818,182 shares of common stock, 5,196,300
shares of its 10% Series A Cumulative Perpetual Preferred Stock
and warrants to purchase an aggregate of approximately 86,605,173
shares of common stock at an exercise price of $6.00 per share.
Concurrently with the public offering, the Company entered into an
agreement with the Adelson family.  Pursuant to this agreement,
the Company will issue and sell to the Adelson family 5,250,000
shares of Series A preferred stock and warrants to purchase an
aggregate of approximately 87,500,175 shares of common stock at an
exercise price of $6.00 per share, on the same terms as those
offered in the underwritten offering.  The agreement also requires
that the Adelson family convert its 6.5% convertible senior notes
due 2013 into shares of the Company's common stock at a conversion
price equal to the public offering price of $5.50 per share for
the common stock, which would normally require approval of
stockholders according to the Shareholder Approval Policy of the
New York Stock Exchange.

However, after a careful review of the facts, the members of the
audit committee of the Company's board of directors have
determined that any delay caused by securing shareholder approval
prior to the issuance of these shares of common stock in
connection with the conversion of the convertible senior notes
would seriously jeopardize the ability to complete the offerings
as well as the financial viability of the Company. Pursuant to an
exception in the NYSE's shareholder approval policy, on November
11, 2008, the Company's audit committee members approved the
Company's omission to seek shareholder approval that would
otherwise have been required under that policy. In connection with
reliance upon this exception, the Company has agreed to mail a
letter to all shareholders notifying them of the issuance the
shares of common stock upon conversion of the convertible senior
notes without prior shareholder approval.

Mr. Adelson owns about two-thirds of the company, according to
Bloomberg.  He was ranked the third-richest man in the U.S. by
Forbes magazine before Las Vegas Sands shares tumbled 95% this
year, Bloomberg notes.  Las Vegas Sands shares closed at $5.34 a
share on November 11.

A shelf registration statement relating to the offerings was filed
with the Securities and Exchange Commission and became effective
on November 6, 2008.

Goldman Sachs & Co. is acting as the sole managing underwriter and
bookrunner of the offering.

The Company has granted the underwriter a 30-day option to
purchase up to an additional 18,181,818 shares of common stock to
cover over-allotments.

A copy of the prospectus relating to the offering may be obtained
from Goldman Sachs & Co., Prospectus Department, 85 Broad Street,
New York, NY 10004, telephone: 1-866-471-2526, facsimile: 212-902-
9316 or by emailing prospectus-ny@ny.email.gs.com

Las Vegas Sands Corp. intends to use the net proceeds from the
offerings for general corporate purposes, which may include debt
repayment and financing of the Company's construction and
development projects.

The transactions are expected to close on or about November 14,
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.

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.

Las Vegas Sands Corp. has temporarily or indefinitely suspended
portions of its development projects to 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.  Las Vegas Sands is seeking to
raise $2.14 billion in capital.


LATAM TRUST: Moody's Junks Rating on 2036 Certificates From 'B1'
----------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Latam Trust, Series 2007-103:

Class Description: CLP 5,185,000,000 UF-adjusted Certificates due
2036 Credit-Linked to 10 year Tranche

  -- Prior Rating: B1
  -- Prior Rating Date: July 28, 2008
  -- Current Rating: Ca

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on Sept. 15, 2008, and 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.


LBREP/L MCALLISTER: Court Approves Appointment of Ch. 11 Trustee
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the United States Trustee for Region 16's appointment
of Alfred H. Siegel as Chapter 11 trustee in the involuntary
Chapter 11 case filed by three creditors against LIBREP/L-SunCal
McAllister Ranch, LLC.

Alfred H. Siegel, a partner in the consulting firm of Siegel,
Gottlieb, Mangel & LeVine LLP and the accounting firm of
Grobstein, Horwath & Company LLP, tells the Court that he is not a
creditor, an equity security holder or an insider of the Debtor,
and that he a "disinterested person" as that term is defined under
Sec. 101(14) of the Bankruptcy Code.

On Oct. 28, 2008, McAllister requested the Court to convert its
involuntary Chapter 11 case to one under Chapter 7 on the
following grounds:

  -- Debtor has no equity in the collateral, no unencumbered
     assets and no financing for a Chapter 11 proceeding.

  -- The involuntary Chapter 11 petition was filed to halt
     foreclosure proceedings commenced by the first lien lenders.

  -- The value of the Debtor's assets, which secure its
     obligations, is far less than the secured claims.

  -- The Debtor does not have the funds to complete the projects.

The Debtor tells the Court that it presently owes approximately
$465,531,555, all of which is secured by the collateral, which was
valued on an "as-is" basis at $180,700,000 as of March 31, 2008:

          First Lien Lenders:  $235,000,000
          Second Lien Lenders:  $85,000,000
          Third Lien Lenders:   $75,000,000
          Real Property Taxes:      $13,704
          Mechanics liens:      $46,531,555

Involuntary Chapter 11 cases were also filed against three other
SunCal managed, Lehman Brothers Real Estate Partners, LP planned
developments, by junior mortgagees and mechanics lien claimants.
Mr. Siegel was also appointed as Chapter 11 trustee in those
cases.

Based in Irvine, California, LBREP/L-SunCal McAllister Ranch, LLC
is a SunCal managed, Lehman Brothers Real Estate Partners, LP
owned and dominated entity.  The McAllister Ranch project is an
unfinished primarily residential master community development
project in Bakersfield, Califonia.  On Sept. 11, 2008, three
creditors filed an involuntary Chapter 11 petition against the
company (Bankr. C.D. Calif. Case No. 08-15637).  The three
petitioning creditors listed total claims of $2,116,120.  The
Debtor listed Lennar Homes of California as its largest unsecured
creditor with a claim of $22.7 million.


LIBERTY MEDIA: S&P Retains Negative Watch on 'BB+' Corp. Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Liberty Media Corp., including the 'BB+' corporate credit rating,
remain on CreditWatch with negative implications, where S&P
initially placed them on Sept. 4, 2008 following the Liberty board
of directors' authorization to proceed with a plan to distribute
the businesses and assets attributed to Liberty Entertainment to
existing Liberty Entertainment tracking stockholders.

The split-off was originally expected to take place in fourth-
quarter 2008.  However, due to adverse conditions in the stock and
credit markets, the company is postponing the split-off to first-
quarter 2009 or, S&P believes, possibly indefinitely.
Furthermore, the assets to be split off could be reconsidered as
well.  In the initial plan, as of September 2008, the split-off
company, Liberty Entertainment, was to consist of about 50% of the
DIRECTV Group Inc.; 100% of Starz Entertainment, FUN Technologies,
and Liberty Sports Holdings LLC; 50% of GSN LLC; and 37% of Wild
Blue Communications Inc.

Standard & Poor's believes that Liberty Media could also be
reexamining the strategic rationale of splitting off Liberty
Entertainment.

If the split-off is merely being postponed, S&P will resolve the
CreditWatch listing when S&P has a clear picture of the assets to
be split off, and their business and liquidity implications for
the remaining Liberty Media businesses. On the other hand, if the
company abandons the split-off, S&P may affirm the ratings and
remove the CreditWatch listing.

                          Ratings List

                       CreditWatch Update

Liberty Media Corp.
Corp. credit rating         BB+/Watch Neg/--
Senior unsecured            BB+/Watch Neg
Recovery rating*            3

* Standard & Poor's does not place its recovery ratings on
  CreditWatch; however, this does not preclude S&P's recovery
  assessment from potentially changing in the future.


LIPPINCOTT PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Lippincott Properties, Inc.
        181 Cone Avenue
        New York, NY 11722

Bankruptcy Case No.: 08-17249

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 3, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Maggie S. Soboleski, Esq.
                  Email: msoboles@yahoo.com
                  Center City Law Offices LLC
                  2705 Bainbridge Street
                  Philadelphia, PA 19146
                  Tel: (215) 620-2132

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

Estimated Debts: $500,000 to $1 million

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


LNR CDO: S&P Junks Rating on Class H Series 2007-1 CDOs
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of collateralized debt obligations from LNR CDO V's series
2007-1.  Concurrently, S&P affirmed S&P's ratings on four
additional classes from this series.

The lowered and affirmed ratings follow S&P's analysis of the
transaction, which was prompted by the downgrade of six classes of
commercial mortgage-backed securities from JPMorgan Chase
Commercial Mortgage Securities Trust 2006-LDP6 (JPMC 2006-LDP6).
The collateral for LNR CDO V includes seven classes ($56 million,
7%) from JPMC 2006-LDP6, including the six downgraded classes and
the first-loss class.

According to the Oct. 22, 2008, trustee report, the transaction's
current assets included 114 classes ($760.7 million, 100%) of
pass-through certificates from 22 distinct CMBS transactions
issued in 2006.  Only Banc of America Commercial Mortgage Trust
2006-4 (BACM 2006-4, $78.7 million, 10%) represents an asset
concentration of 10% or more of total assets.  Standard & Poor's
reviewed BACM 2006-4 on Sept. 4, 2008, and downgraded class Q,
which is one of the collateral assets for LNR CDO V.

The aggregate principal balance of the assets in LNR CDO V totaled
$760.7 million, down slightly from $761.2 million at issuance,
while the aggregate principal balance of the liabilities totaled
$761.2 million, which has not changed since issuance.  The
$500,566 reduction was due to principal losses realized on first-
loss CMBS assets, which currently represent $265.5 million (35%)
of the asset pool.

Since S&P's last downgrade of LNR CDO V on July 25, 2008, S&P has
lowered the ratings on $119.8 million (16%) of CMBS held as
collateral in LNR CDO V.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'B-' rated
obligations.  Excluding first-loss CMBS assets, the current asset
pool exhibits credit characteristics consistent with 'B+' rated
obligations.  Standard & Poor's rates $392.9 million (52%) of the
assets.

                         Ratings Lowered

                            LNR CDO V
           Collateralized debt obligations series 2007-1

                                 Rating
                                 ------
                   Class    To              From
                   -----    --              ----
                   B        A               A+
                   C-FX     BBB             BBB+
                   C-FL     BBB             BBB+
                   D        BB+             BBB-
                   E        BB              BB+
                   F        B+              BB
                   G        B               B+
                   H        CCC             B-

                         Ratings Affirmed

                            LNR CDO V
           Collateralized debt obligations series 2007-1

                       Class         Rating
                       -----         ------
                       A             AA+
                       J             CCC-
                       K             CCC-
                       L             CCC-


MARION COUNTY: S&P Slashes Ratings on 1993 Revenue Bonds to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Marion
County, Ohio's series 1993 revenue and refunding bonds, issued for
United Church Homes, Ohio, to 'BB' from 'BBB-'.  The outlook is
negative

Losses at the system level escalated in 2006 and 2007; operating
losses were $3.7 million and $2.7 million in 2006 and 2007,
respectively, which in 2007 resulted in a negative 3% operating
margin generated from almost $88 million of patient revenue.  Much
of the loss is due to UCH's reliance on Ohio Medicaid where rates
have been largely frozen and have not kept pace with expense
increases.  UCH derives about half of the obligated group's
revenue from Medicaid.  Expense pressures in a variety of areas
including utilities, fringe benefits, and insurance have also
contributed to the loss.  In addition, the housing division has a
handful of facilities that have required increased operating
support from the obligated group.  While the Department of Housing
and Urban Development subsidized housing had been approximately
breakeven in the past, management now estimates that the obligated
group provides $500,000-$700,000 of financial support to four to
six HUD projects annually.  The bottom line gain of $375,000 in
2007 generated slim 1.8x debt service coverage by the organization
of all debt, including the HUD loans.

Year to date through the nine months ended Sept. 30, 2008, the
system has lost $4.3 million from operations and has a loss of
$4.5 million on the bottom line.  While operations have continued
to deteriorate, these statements also include about $1 million of
one-time write-offs with another $750,000 expected before year
end.  Management does not expect earnings to improve over the near
term and expects to post almost a $6 million loss from operations
in 2008, especially as volumes have shown some softness this year.


MICROISLET INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: MicroIslet Inc.
        6370 Nancy Ridge Drive, Suite 112
        San Diego, CA 92121

Bankruptcy Case No.: 08-11388

Chapter 11 Petition Date: November 10, 2008

Type of Business: The Debtor operates a biotechnology company
                  engaged in the research, development and
                  commercialization of patented technologies in
                  the field of transplantation therapy for
                  patients with diabetes.
                  See: http://www.microislet.com/

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Victor A. Vilaplana, Esq.
                  vavilaplana@foley.com
                  Foley & Lardner LLP
                  402 West Broadway, Suite 2100
                  San Diego, CA 92101
                  Tel: (619) 234-6655
                  Fax: (619) 234-3510

Estimated Assets: Unstated

Estimated Debts: Unstated

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


MONITOR OIL: Bondholder Wants Case Converted to Chapter 7
---------------------------------------------------------
Tiffany Kary of Bloomberg News reports that the ad hoc committee
of bondholders of Monitor Oil Plc asks the Hon. Martin Glenn of
the United States Bankruptcy Court for Southern District of New
York to convert the Debtor's case to a Chapter 7 liquidation.

The Bondholder Group prefers a liquidation over dismissal of the
Debtor's case, which would leave chief executive officer Bjorn
Aaserod in control of the company, Ms. Kary says.

According to Bloomberg, the bondholders say the case can no longer
survive as a Chapter 11 reorganization or any business with
reasonable prospect of rehabilitation.  The case, according to
them, has languished, incurring administrative expenses with no
immediate prospect of payment at risk to the estate-compensated
professionals involved and the expense of the Debtor's unsecured
creditors.

Mr. Aaserod interests are directly adverse to those of the
Debtor's bondholders, Bloomberg notes.

                        About Monitor Oil

Headquartered in the Cayman Islands, Monitor Oil, Plc --
htpp://www.monitoroil.com/ -- an oil and gas service company that
provides oil and gas production solutions, offshore services and
engineering services.  The Monitor Group has operations in London,
England; Aberdeen, Scotland; Stavanger, Norway; Caldicot, Wales;
Shanghai, China and New York, United States.

The company and two of its affiliates, Monitor Single Lift 1,
Ltd., and Monitor US FinCo, Inc., filed for Chapter 11 Protection
on Nov. 21, 2007 (Bankr. S.D.N.Y. Case No. 07-13709).  Eric Lopez
Schnabel, Esq., at Dorsey & Whitney, L.L.P., represents the
Debtor.  The U.S. Trustee for Region 2 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in the
Debtors' cases.  Ira L. Herman, Esq., at Thompson & Knight, LLP,
represents the Committee.  As of Dec. 31, 2007, the company
disclosed total assets of $98,340,000 and total debts of
$56,125,000.


MOON FAMILY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Lead Debtor: Moon Family Properties, Inc.
             125-A Fourth Avenue
             Buena Vista, GA 31803
             Tel: (404) 658-5468

Bankruptcy Case No.: 08-41188

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                   Case No.
     ------                   --------
     The Parkland Corp.       08-41189
     Orchard At The Bay, LLLP 08-41190

Chapter 11 Petition Date: Nov. 3, 2008

Court: Middle District of Georgia (Columbus)

Judge: John T. Laney III

Debtors' Counsel: James L. Paul, Esq.
                  Email: jimmy.paul@chamberlainlaw.com
                  Chamberlain, Hrdlicka
                  191 Peachtree St., NE, 34th Floor
                  Atlanta, GA 30303-1747
                  Tel: (404) 659-1410
                  Fax: (404) 659-1852

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


M-2 SPC: Deteriorating Credit Quality Spurs Moody's Rating Cuts
---------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by M-2 SPC:

Class Description: Series 2005-A $10,000,000 Fixed Rate Notes, due
December 2012

  -- Prior Rating: Aa2
  -- Prior Rating Date: Dec. 28, 2005
  -- Current Rating: Baa3

Class Description: Series 2005-B $2,100,000 Fixed Rate Notes, due
December 2012

  -- Prior Rating: Baa2
  -- Prior Rating Date: Dec. 29, 2005
  -- Current Rating: Caa2

Class Description: Series 2005-C $3,000,000 Floating Rate Notes,
due December 2012

  -- Prior Rating: Baa2
  -- Prior Rating Date: Dec. 29, 2005
  -- Current Rating: Caa2

Class Description: Series 2005-D $5,000,000 Floating Rate Notes,
due December 2012

  -- Prior Rating: Aa3
  -- Prior Rating Date: Dec. 29, 2005
  -- Current Rating: Ba2

Class Description: Series 2005-E $15,000,000 Floating Rate Notes,
due December 2012

  -- Prior Rating: Aa2
  -- Prior Rating Date: Dec. 29, 2005
  -- Current Rating: Baa3

Class Description: Series 2005-G $125,000,000 Floating Rate Notes,
due December 2012

  -- Prior Rating: Aaa
  -- Prior Rating Date: March 29, 2006
  -- Current Rating: A1

Class Description: Series 2005-H $15,000,000 Floating Rate Notes,
due December 2012

  -- Prior Rating: Aa2
  -- Prior Rating Date: March 29, 2006
  -- Current Rating: Baa3

Class Description: Series 2005-I $54,000,000 Floating Rate Note,
due December 2012

  -- Prior Rating: Aa2
  -- Prior Rating Date: Dec. 27, 2006
  -- Current Rating: Baa3

Class Description: Series 2005-J $10,000,000 Floating Rate Notes,
due December 2012

  -- Prior Rating: Aa2
  -- Prior Rating Date: March 29, 2006
  -- Current Rating: Baa3

Class Description: Series 2005-K $6,000,000 Floating Rate Notes,
due December 2012

  -- Prior Rating: Aa3
  -- Prior Rating Date: March 29, 2006
  -- Current Rating: Ba2

Class Description: Series 2005-L $4,000,000 Fixed Rate Notes, due
December 2012

  -- Prior Rating: Aa3
  -- Prior Rating Date: March 30, 2006
  -- Current Rating: Ba2

Class Description: Series 2006-A $1,000,000 Fixed Rate Notes, due
December 2012

  -- Prior Rating: Baa2
  -- Prior Rating Date: April 26, 2006
  -- Current Rating: Caa2

Class Description: Series 2006-B $7,500,000 Fixed Rate Notes, due
December 2012

  -- Prior Rating: Ba2
  -- Prior Rating Date: May 26, 2006
  -- Current Rating: Ca

Class Description: Series 2006-C $20,000,000 Fixed Rate Notes, due
December 2012

  -- Prior Rating: Ba2
  -- Prior Rating Date: March 30, 2007
  -- Current Rating: Ca

Class Description: Series 2006-D Euro 5,000,000 Fixed Rate Notes,
due December 2012

  -- Prior Rating: Baa3
  -- Prior Rating Date: Jan. 14, 2008
  -- Current Rating: Caa3

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, Glitnir Banki hf, for which a
receivership committee was appointed on Oct. 7, 2008 and Kaupthing
Bank hf, for which a receivership committee was appointed on Oct.
8, 2008.


NAUTILIUS RMBS: Fitch Withdraws Junk Ratings on 7 Note Classes
--------------------------------------------------------------
Fitch Ratings has downgraded one and withdraws the ratings on all
classes of notes issued by Nautilus RMBS CDO III, Ltd/LLC.  These
rating actions are effective immediately:

  -- $157,768,600 class A-1S downgraded to 'C' from 'CCC' and
     withdrawn.

Ratings withdrawn:

  -- $44,177,714 class A-1J rated 'C';
  -- $32,653,093 class A-2 rated 'C';
  -- $13,925,584 class A-3V rated 'C';
  -- $3,841,540 class A-3F rated 'C';
  -- $15,846,354 class B rated 'C';
  -- $4,801,925 class C rated 'C'.

Nautilus III is a cash flow collateralized debt obligation that
closed on July 12, 2006, and is managed by RCG Helm, LLC.  The
portfolio comprised 34.5% U.S. Prime residential mortgage backed
securities, 56.1% Alt-A RMBS and 9.4% subprime RMBS, as of the
July 31, 2008 trustee report.

Fitch received notice that the senior overcollateralization ratio
fell below 91.8% on Aug. 7, 2008 which caused an Event of Default
to occur.  As a remedy to the EOD, the controlling class, the
class A-1S notes and each hedge counterparty, elected to
accelerate the notes and direct the sale and liquidation of the
portfolio.  The liquidation of the portfolio occurred in September
2008 and final distribution occurred on Oct. 16, 2008.  On the
final distribution date, interest payments were made to the class
A-1S, A-1J and A-2 notes and 35.8% of the outstanding class A-1S
principal balance was recovered.  No additional principal was
distributed to the remaining classes of notes.  As a result of the
liquidation and final distribution, the ratings of the notes are
withdrawn.


NAVISTAR INT'L: Reorganizes Truck Operations, Cuts Workforce
------------------------------------------------------------
Navistar International Corporation will organize its truck segment
into four business units: North American Truck Operations, Global
Truck Operations, Global Bus Operations and Navistar Defense.

"The reorganization enhances the company's competitiveness around
the world and strengthens its core businesses in North America,"
Dan Ustian, Navistar chairman, president and chief executive
officer, said.  "We are organizing our truck segment to better
capitalize on the momentum and opportunities ahead for Navistar
in our core markets and around the world," Mr. Ustian said.  "Just
a few years ago we set the goal to double our revenue to become a
$15 billion company by 2009, and we are on the brink of achieving
that mark despite one of the worst North American truck markets in
recent history and the overall hardship of the U.S. economy.  We
must look at ways to continue our forward momentum around
customers, new products and growth opportunities."

   -- North American Truck Operations -- Customers in Navistar's
      core markets in North America will be served by a team with
      a singular focus on products, operations and sales for the
      U.S., Canada and Mexico.  An array of new, innovative and
      fuel efficient products are setting new standards in the
      industry -- from the International(R) ProStar(TM) and
      LoneStar(R) long-haul trucks to diesel hybrid medium trucks
      -- and more innovations are coming.

   -- Global Truck Operations -- Customers in markets outside of
      North America will see products developed specifically for
      their unique needs by a team focused on global product
      development, sales and operations.  These efforts will
      include expanding Navistar's export operations and further
      development and implementation of Navistar's joint venture
      with Mahindra well as a proposed joint venture with
      Caterpillar.

   -- Global Bus Operations -- Will lead all commercial and school
      bus product development, operations and sales throughout the
      world.  For instance, a subsidiary of Navistar based in
      Mexico and a Brazilian bus body builder are exploring a
      joint venture to manufacture commercial bus bodies to be
      distributed as commercial integrated buses through the IC
      Bus Dealer channel beginning in 2009.  In addition, the Bus
      team is delivering school buses to First Student as part of
      an agreement valued at up to $1.2 billion for CE Series
      school buses through 2010, with an option to provide
      additional buses through 2012.

   -- Navistar Defense -- As a sustainable $2 billion annual
      business, Navistar Defense will continue its success
      converting commercial truck platforms, engines and
      components into specialized vehicles for the U.S. military
      and allied countries.  In 2005, Navistar re-established its
      place in the defense sector and quickly emerged as one of
      the Top 100 defense contractors in the U.S. highlighted by
      its MaxxPro(TM) Mine Resistant Ambush Protected (MRAP)
      vehicle and Medium Tactical Vehicles (MTV) built off the
      International(R) WorkStar(R) truck platform.

Further definition of the new organization structure and
appointment of executives will take place over the next two
months.  The changes will involve some targeted job reductions as
functions are consolidated and streamlined to align with market
conditions, but numbers have not been determined.

             About Navistar International Corporation

Navistar International Corporation (NYSE: NAV) produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar International Corporation reported $272 million net
income for the three months ended July 31, 2008, on sales and
revenues of $3.8 billion.

As of July 31, 2008, Navistar $11.5 billion in total assets,
$11.7 billion in total liabilities and $228 million in
shareholders' deficit.


NRG ENERGY: Exelon to Take $6.2BB Offer to Firm's Shareholders
--------------------------------------------------------------
Mark Peters and Cassandra Sweet report that Exelon Corp. said on
Tuesday that it will take its $6.2 billion offer for NRG Energy
Inc. directly to that company's shareholders.

NRG Energy's Board of Directors unanimously determined that the
Oct. 19, 2008, unsolicited proposal from Exelon significantly
undervalues NRG and is not in the best interests of NRG's
shareholders.  The Board reviewed Exelon's proposal and reached
its decision after careful consideration with its independent
financial and legal advisors.  The Board of Directors determined
that:

     -- Exelon's opportunistically timed proposal grossly
        undervalues NRG on both an absolute basis and relative
        to Exelon's share value;

     -- Based on the proposed fixed exchange ratio of 0.485,
        NRG Energy stockholders would own 17% of the combined
        company while contributing 30% of a combined company
        recurring cash flow in 2008.

     -- The proposal is highly conditional as Exelon has yet to
        obtain committed financing and has had its credit
        rating downgraded.

NRG Energy confirmed on Nov. 12, 2008, that it received two
letters from Exelon in which Exelon states its intention to
commence an unsolicited exchange offer on the same date, to
acquire all of the outstanding shares of NRG Energy at a fixed
exchange ratio of 0.485 Exelon shares for each NRG Energy common
share.  NRG Energy also noted that Exelon has said that it intends
to present a proposal at NRG Energy's 2009 annual meeting to
expand the Board of Directors of NRG Energy so that the directors
to be elected at the meeting constitute a majority of NRG Energy's
directors and to nominate directors to fill the newly created
directorships.  NRG Energy notes that the exchange ratio has
remained unchanged from the exchange ratio of the proposal.  NRG
Energy stockholders are advised to take no action at this time
pending the review of the proposed exchange offer by the Board of
Directors.

Citigroup Global Markets Inc. and Credit Suisse Securities (USA)
LLC are serving as financial advisors and Kirkland & Ellis LLP is
serving as legal counsel to NRG.

Exelon's chairperson and CEO John Rowe said in a statement, "Based
on the positive investor response to our proposal, we expect our
exchange offer will garner strong support from NRG shareholders."

WSJ relates that Exelon is also suing NRG Energy and its directors
in the Delaware Chancery Court for allegedly not giving due
consideration to the bid.  Exelon, according to WSJ, said that it
is asking the court to enjoin the board from taking any actions to
stop the exchange offer.

                            About Exelon

Headquartered in Chicago, Exelon is the holding company for non-
regulated subsidiary, ExGen and for regulated subsidiaries,
Commonwealth Edison Company (ComEd; Baa3 senior unsecured, stable
outlook) and PECO Energy Company (PECO; A3 Issuer Rating, stable
outlook).  At Dec. 31, 2007, Exelon had total assets of US$45.4
billion.

                            About NRG

Headquartered in Princeton, NRG Energy, Inc., owns and operates
power generating facilities, primarily in Texas and the northeast,
south central and western regions of the United States.  NRG also
owns generating facilities in Australia and Germany.

As reported in the Troubled Company Reporter on Oct. 22, 2008,
Fitch Ratings kept its 'CCC+/RR6' convertible preferred stock
rating on NRG.


NORTEL NETWORKS: S&P Puts 'B-' Rating on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed the ratings,
including the 'B-' long-term corporate credit rating, on Canada-
based telecommunications equipment provider Nortel Networks Ltd.
on CreditWatch with negative implications.  The ratings on
NNL are based on the consolidation with parent Nortel Networks
Corp.  At Sept. 30, Nortel had about $4.5 billion of debt
outstanding.

At the same time, S&P lowered the issue-level ratings on NNL's
CDN750 million preferred shares outstanding to 'C' from 'CCC-'.

"The CreditWatch listing follows NNL's announcement that its
outlook for revenue growth has weakened further as both carrier
and enterprise customers curtail spending, given an environment
characterized by heightened economic uncertainty and challenging
credit markets," said Standard & Poor's credit analyst Madhav
Hari.

As a result, 2008 revenues and operating margins could prove to be
below the low end of the company's guidance of a 2%.0-4.0% revenue
decline and a 4.9%-5.4% management operating margin.  More
important, Nortel expects its cash and short-term investment
balances of $2.66 billion at Sept. 30, to decline to about
$2.4 billion by year-end 2008, which is a higher rate of cash burn
than Standard & Poor's had anticipated.  Although Nortel is
embarking on several cost-reduction measures (potentially
generating $400 million in savings in 2009) to stem its cash burn,
it will require a significant upfront investment.  Furthermore,
S&P is concerned that such efforts might prove to be
insufficient, particularly if revenues decline rapidly--a highly
plausible scenario based on current market conditions and the
company's near-term revenue opportunity.

"The downgrade on the preferred shares follows the company's
announcement that NNL's board of directors has decided to suspend
the declaration of further dividends on these securities following
payment of the previously announced monthly dividend payable on
Nov. 12," Mr. Hari added.  The securities comprise NNL's CDN400
million series 5 cumulative preferred shares issued Nov. 26, 1996,
and its CDN350 million series 7 noncumulative preferred shares
issued Nov. 28, 1997.

Standard & Poor's expects to resolve the CreditWatch following a
detailed review of Nortel's revised business strategy, near-term
revenue opportunity, operational efficiency, and the effectiveness
and permanence of its cost-containment efforts.  The maintenance
of healthy liquidity takes even greater significance in light of
the increased uncertainty surrounding the company's business
prospects; as such, a review of the company's prospective
liquidity will be a major focus.  Standard & Poor's expects to
resolve the CreditWatch listing in the next few weeks.


NORTH OAKLAND: Court OKs $700,000 Sale of All Assets
----------------------------------------------------
The Hon. Marci B. McIvor of the United States Bankruptcy Court for
the Eastern District of Michigan approved procedures for the sale
of substantially all assets of Pontiac General Hospital and
Medical Center Inc. dba North Oakland Medical Center and its
debtor-affiliates.

The purchase price for the Debtors' assets is composed of
$700,000, plus all amounts required for the Debtors to cure,
assume, and assign the assumed contracts and leases and assumption
of the assumed liabilities.

According to Bloomberg, the Debtors will sell their assets to a
group of doctors.  The State of Michigan provided $6 million in
aid reduce the buyer's original offer of $9 million to keep the
Debtor's facility to continue, the report says.

A full-text copy of the Amended Purchase Agreement is available
for free at http://ResearchArchives.com/t/s?34c9

                           About NOMC

Headquartered in Pontiac, Michigan, North Oakland Medical Centers
(NOMC) -- http://www.nomc.org/-- f.k.a. Pontiac General Hospital,
is a non-profit community hospital.  It is licensed for 366 beds
and it offers: Acute Medical Surgery, Physical Medicine and
Rehabilitation, Intensive Pediatric Physical Therapy, Radiation
Oncology, Emergency Centers (Pontiac and Waterford), several out-
patient clinics, and Community Services.


OAK VALLEY: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Oak Valley Court Inc
        1102 Simpson Street
        Atlanta, GA 30314

Bankruptcy Case No.: 08-82567

Type of Business: Rental Apartment Complex

Chapter 11 Petition Date: Nov. 3, 2008

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtors' Counsel: Sims W. Gordon, Jr., Esq.
                  Email: atllaw06@msn.com
                  Gordon & Boykin
                  1180 Franklin Road, SE
                  Suite 101
                  Marietta, GA 30067
                  Tel: (770) 612-2626

Total Assets: $2,890,300

Total Liabilities: $1,914,500

Debtor's Largest Unsecured Creditor:

       Entity                        Claim Amount
       ------                        ------------
City of Atlanta Watershed Dept.        $9,500.00
55 Trinity Avenue
Atlanta, GA 30303


O'CHARLEY'S INC: Performance Shortfall Cues Moody's Rating Cuts
---------------------------------------------------------------
Moody's Investors Services downgraded O'Charley's Inc.'s Corporate
Family Rating to B2 from Ba3, Probability of Default rating to B2
from Ba3, senior secured facilities rating to Ba2 from Baa3 and
senior subordinated notes to Caa1 from B1. The rating outlook
remains negative.  Its Speculative Grade Liquidity rating was
affirmed at SGL-3.

The downgrade of the CFR to B2 reflects the company's significant
shortfall in recent operating performance versus Moody's
expectation and continued margin contraction since Moody's last
action on May 21, 2008 when the rating outlook was changed to
negative from stable.  As of the third quarter of 2008,
O'Charley's experienced further revenue decline and margin
erosion, resulting in a quarterly EBITDA decline of almost 40%
compared to prior year.  Although the overall same store sales
decline of approximately 5% in the quarter was in line with
industry average for casual dining restaurants, the magnitude of
the change and pace of the deterioration were worse than
expectation, in particular at its Ninety Nine Restaurant and
Stoney River concepts.  Also importantly, O'Charley's operating
margin which has been lower than its industry peers historically,
declined sharply by approximately 350 basis points in the quarter,
in large part due to higher commodity cost, wage inflation and the
deleveraging impact of reduced sales.

The cumulative effect from the above resulted in negative free
cash flow, and EBITA interest coverage of approximately 1.0x for
the last twelve months ended Oct. 5, 2008 per Moody's estimate,
both metrics are commensurate with a low single B or a Caa rating
category.  The B2 CFR reflects Moody's view of the company's
likely run-rate financial metrics, which are expected to remain
challenged by continued weakness throughout the industry and the
general economy throughout the intermediate term.  Specifically,
concerns remain regarding the likely persistence of adverse
conditions in casual dining restaurants, such as low consumer
confidence and high operating cost which could further erode the
company's already thin margin and outweigh the potential benefits
from its proactive cost-cutting and cash-conservation effort.  The
geographic concentration of restaurants also constrains the
rating.

The rating incorporates O'Charley's recent announcement of a
reversal of its aggressive financial policy (i.e. a debt-financed
share repurchase program implemented in early 2008) in an effort
to shore up cash by cutting back capital spending on new openings
and re-branding as well as cutting its dividend.  The rating also
acknowledges that these efforts should in turn improve its free
cash flow, although in Moody's opinion the non re-branding capital
expenditures would likely need to be curtailed to an extent
because of the need to continue re-branding efforts to remain
competitive.

The affirmation of SGL-3 reflects Moody's expectation that
O'Charley's would likely have adequate liquidity in the next
twelve months, supported by its anticipated free cash generation
if it can cut back capital spending as planned, minimal near term
debt amortization/maturity, adequate borrowing capacity under its
revolver and modest alternative liquidity that could be provided
by its unencumbered assets acquired after November 2003.  Moody's
however, notes that the company's prospective ability to remain
compliant with its financial covenants under its $100 million
revolving credit facility agreement could become questionable in
the coming year should its EBITDA continue to decline at the pace
seen in the third quarter 2008 and/or borrowing under the revolver
not be reduced materially and timely in the near to medium term.
The SGL could be downgraded to SGL-4 if the company were to
violate the covenants.  At the end of 3Q2008, the company should
have only modest cushion on its Adjusted Leverage Ratio covenant
per Moody's estimate.

While the B2 CFR gains support from the company's relatively
modest leverage and asset coverage provided by its significant
real estate ownership, the negative outlook reflects Moody's view
that O'Charley's operating performance will likely continue to be
negatively impacted by weak consumer spending, declining traffic
patterns, and escalating cost inflation over the intermediate
term, resulting in a further deterioration in operating and credit
metrics in the next 12-18 months.

These ratings are affected:

  -- Corporate Family Rating: downgraded to B2 from Ba3

  -- Probability of Default Rating: downgraded to B2 from Ba3

  -- $100 senior secured revolving credit facility: downgraded to
     Ba2(LGD2, 16%) from Baa3 (LGD2, 13%)

  -- $125 senior subordinated notes due 2013: downgraded to
     Caa1(LGD5, 81%) from B1(LGD5, 77%)

  -- Speculative Grade Liquidity Rating: affirmed at SGL-3

  -- Rating outlook: Negative

O'Charley's, Inc., headquartered in Nashville Tennessee, is an
owner, operator, and franchisor of casual dining concepts that
include O'Charley's, Ninety-Nine Restaurant & Pub, and Stoney
River Legendary Steaks.  For the twelve months ending Oct. 5,
2008, the company reported revenues of approximately $944 million.


PAUL REINHART: Gets Limited Access to Cash Collateral
-----------------------------------------------------
Bloomberg News reports that the Hon. Hardin DeWayne Hale of the
United States Bankruptcy Court for the Northern District of Texas
gave Paul Reinhart Inc. limited access to use cash collateral.

Judge Hale said a collateral in excess of $15 million at the end
of each week must be transferred to Wells Fargo & Co., which holds
$147.4 million in claims plus $337,023 in unpaid interest, the
report says.

The collateral includes all of the Debtor's assets including
commodity contracts, tort claims and inventory, the report notes.

Bloomberg relates the cash collateral will be used pay warehouse
freight and other costs to sell inventory

Judge Hale allowed $300,000 in fees for professionals of the
Debtor and the Official Committee of Unsecured Creditors, the
report says.

                        About Paul Reinhart

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


PHARMACEUTICAL ALTERNATIVES: Files for Bankruptcy With Owner
-----------------------------------------------------------
Pharmaceutical Alternatives, Inc., has filed for Chapter 11
protection with its owner, B. Elise Miller, Kathie Dickerson at
Zanesvilletimesrecorder.com reports.

Zanesvilletimesrecorder.com relates that the FBI, Ohio Attorney
General's Office, Department of Insurance, and the U.S. Attorney's
Office Northern District were conducting a probe on Pharmaceutical
Alternatives for health-care fraud before the company's bankruptcy
filing.  Search warrants were served at subsidiaries Three Rivers
and Miller Pharmacy by the U.S. Inspector General's Office in
August 2008, according to Zanesvilletimesrecorder.com.  Ohio
Attorney General's Office spokesperson Michelle Gatchell said that
the investigation is ongoing, the report says.

According to Zanesvilletimesrecorder.com, David M. Whittaker,
Esq., at Bricker & Ecker LLP, who represents Pharmaceutical
Alternatives in its restructuring effort, said that the company
filed for bankruptcy to protect its 40 workers and dozens of
creditors.

Court documents indicate that Pharmaceutical Alternatives has
almost $16 million in debts and that other than pharmaceutical
suppliers, laboratories, and insurance providers, Pharmaceutical
Alternatives also owes:

     -- $39,000 to the city of Coshocton for income tax;
     -- $2.9 million to the Internal Revenue Service;
     -- $77,885 to the Ohio Department of Taxation; and
     -- $30,667 in unpaid worker's compensation premiums.

Pharmaceutical Alternatives has $15 million in assets,
Zanesvilletimesrecorder.com says, citing Mr. Whittaker.

Zanesvilletimesrecorder.com states that Ms. Miller listed debts of
$19 million -- most of them the same debts Pharmaceutical
Associates owed, while other debts include mortgages on properties
in Coshocton and Cambridge.  She listed assets of
$1 million to $10 million, the report says.

Accoridng to Zanesvilletimesreporter.com, Mr. Whittaker said that
recent motions in Coshocton County Common Pleas Court led to
Pharmaceutical Alternatives' and Ms. Miller's bankruptcy.
"Because of the problems resulting in the disputes with Medical
Mutual, the company's (Three Rivers) cash flow was impaired and
they were unable to make payments to other creditors," the report
quoted Mr. Whittaker as saying.

The IRS also levied collections against some of subsidiary Three
Rivers' accounts, Zanesvilletimesreporter.com relates.  According
to the report, Mr. Whittaker said that by filing for Chapter 11
protection, Pharmaceutical Alternatives has stopped the IRS
collection and got a chance to regain control of its cash flow and
restructure its debts.

Zanesvilletimesrecorder.com reports that Pharmaceutical
Alternatives filed for bankruptcy a day before a receivership
hearing was scheduled in Coshocton County Common Pleas Court.  The
report states that Medical Mutual of Ohio filed on Oct. 7 a
lawsuit against Pharmaceutical Alternatives, seeking for the
confiscation of the assets of Pharmaceutical Alternatives, Ms.
Miller and her husband, Dana Carr Campbell.  Medical Mutual
claimed that Pharmaceutical Alternatives has been overpaid about
$2.4 million through fraudulent actions, according to the report.
Medical Mutual feared that Ms. Miller might dispose of the assets,
the report says.

Pharmaceutical Alternatives, Zanesvilletimesrecorder.com relates,
filed on Oct. 21 a counterclaim accusing Medical Mutual of
providing false information to authorities that started the
federal probe.  The cash flow problem began when Medical Mutual
refused to make payments due for its customers, and Three Rivers
lost patients because of Medical Mutual's actions,
Zanesvilletimesrecorder.com reports, citing mr. Whittaker.

                About Pharmaceutical Alternatives

Coshocton, Ohio-based Pharmaceutical Alternatives, Inc. --
http://www.pharmaceuticalalternatives.com/-- sells food
supplements.  Pharmaceutical Alternatives is the parent company of
Three Rivers Infusion and Pharmacy Specialists.

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Pharmaceutical Alternatives -- dba Three Rivers Infusion and
Pharmacy Specialists, Three Rivers Option Care, Midwest Infusion
Services, and Holzier Infusion Services -- filed for Chapter 11
protection on Nov. 5, 2008 (Bankr. S. D. Ohio Case No. 08-60905).


PRIMUS GUARANTY: Gets NYSE's Market Value Non-Compliance Notice
----------------------------------------------------------------
Primus Guaranty, Ltd. was notified by NYSE Regulation, Inc. that
it is not in compliance with one of the continued listing
standards of the New York Stock Exchange.  The NYSE will make
available on its consolidated tape beginning on Nov. 14, 2008, an
indicator, ".BC," on the company's trading symbol indicating that
the company is below the NYSE's quantitative continued listing
standards.

The company is considered below criteria established by the NYSE
because the company's total market capitalization has been less
than $75 million over a consecutive 30 trading-day period and its
last reported shareholders' equity was less than $75 million.

In accordance with NYSE procedures, the company must (i)
acknowledge to the NYSE receipt of the notification within
10 business days of receipt; and (ii) provide the NYSE within
90 days with a business plan that outlines the definitive action
the company has taken, or proposes to take, in order to bring it
into compliance with its continued listing standards within 18
months of receipt of the notification.  The company intends to
provide the NYSE with both the requisite acknowledgement and a
business plan outlining the definitive action the company has
taken and will take in order to bring it into compliance with the
continued listing standards.

If the average closing price of the company's common shares is
less than $1.00 over a consecutive 30 trading-day period, the
company will also receive a formal written notice from the NYSE
regarding its non-compliance with an additional NYSE listing
standard.  As of Nov. 6, 2008, the average closing price of the
company's common shares over the last 30 consecutive trading days
was $1.20 and the closing price of the company's common shares on
Nov. 6, 2008, was $0.64.  The company believes it will be out of
compliance with this additional listing standard, unless the
market price of its common shares increases significantly in the
near term.  In order to remain in compliance with the Closing
Price Rule, the share price and the consecutive 30 trading-day
closing price of the Company's common shares must be above $1.00
within six months from the date the company receives formal notice
of non-compliance from the NYSE.  If the company fail to meet
these standards at the expiration of the six month period, the
NYSE will commence suspension and delisting procedures.

                       About Primus Guaranty

Primus Guaranty, Ltd. is a Bermuda company, with its principal
operating subsidiaries, Primus Financial Products, LLC and Primus
Asset Management, Inc. Primus Financial Products provides
protection against the risk of default on corporate, sovereign and
asset-backed security obligations through the sale of credit swaps
to dealers and banks.  Primus Asset Management provides credit
portfolio management services to Primus Financial Products, and
manages private investment vehicles, including two collateralized
loan obligations and three synthetic collateralized swap
obligations for third parties.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 21, 2008,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Primus Guaranty Ltd. to 'BB' from 'BBB+'.  The firm
remains on CreditWatch with negative implications.

The downgrade reflects S&P's rising concern that Primus Financial
Products Inc., its derivatives product company, may experience
diminishing cash flows.


RACE POINT: S&P Affirms 'BB' Rating on Three Classes of Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B-1 and B-2 notes issued by Race Point CLO Ltd., a high-yield
arbitrage collateralized loan obligation transaction managed by
Sankaty Advisors LLC, and removed them from CreditWatch, where
they were placed with positive implications on Aug. 27, 2008.
Concurrently, S&P affirmed its ratings on the class A-1, A-2, C,
D-1, D-2, and D-3 notes and removed S&P's rating on class C from
CreditWatch positive.

The raised ratings reflect factors that have positively affected
the credit enhancement available to support the notes, including
the continued paydown of the class A-1 notes following the end of
the reinvestment period in May 2007.  Class A-1 has a current
balance of $133.477 million, which is 40.82% of its original
balance.  As a result, the class A overcollateralization ratio has
improved to 149.74% as of the September 2008 trustee report from
141.19% as of S&P's last rating action in May 2008, and compares
with a minimum requirement of 115.6%. The class B
overcollateralization ratio has increased to 135.20% as of the
September 2008 trustee report from 129.76% in May 2008, and
compares with a minimum requirement of 119.03%.

The affirmed ratings reflect S&P's belief that the classes have
enough credit support to maintain the current ratings.

       Ratings Raised and Removed From CreditWatch Positive

                       Race Point CLO Ltd.

                    Rating                Balance (million)
                    ------                -----------------
      Class       To      From         Original      Current
      -----       --      ----         --------      -------
      B-1         AA+     AA/Watch Pos   10.000      $10.000
      B-2         AA+     AA/Watch Pos   12.000      $12.000

       Ratings Affirmed and Removed From CreditWatch Positive

                       Race Point CLO Ltd.

                    Rating                Balance (million)
                    ------                -----------------
      Class       To      From         Original      Current
      -----       --      ----         --------      -------
      C        BBB+    BBB+/Watch Pos     20.000     $20.000

                        Ratings Affirmed

                       Race Point CLO Ltd.

                    Rating                Balance (million)
                    ------                -----------------
      Class       To                    Original      Current
      -----       --                    --------      -------
      A-1         AAA                     327.000   $133.477
      A-2         AAA                      71.000    $71.000
      D-1         BB                       15.500    $15.500
      D-2         BB                        2.000     $2.000
      D-3         BB                        3.500     $3.500

Transaction Information

Issuer:             Race Point CLO Ltd.
Co-issuer:          Race Point CLO Inc.
Manager/servicer:   Sankaty Advisors LLC
Underwriter:        Deutsche Bank Alex Brown
Trustee:            Bank of New York N.A.
                   (formerly JPMorgan Chase Bank N.A.)
Transaction type:   Cash flow arbitrage CLO


REALOGY CORP: S&P Junks Rating on Sr. Secured Credit Facilities
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Realogy Corp.'s senior secured credit facilities to 'CCC+' (one
notch higher than the 'CCC' corporate credit rating on the
company) from 'B-'.  The recovery rating on these loans was
revised to '2', indicating that lenders can expect substantial
(70% to 90%) recovery in the event of a payment default, from '1'.

At the same time, Standard & Poor's lowered its issue-level rating
on Realogy's senior unsecured notes to 'CC' (two notches lower
than the corporate credit rating) from 'CCC'.  The recovery rating
on these securities was revised to '6', indicating that lenders
can expect negligible (0% to 10%) recovery in the event of a
payment default, from '4'.

In addition, S&P affirmed the issue-level ratings on the company's
subordinated notes at 'CC' (two notches lower than the corporate
credit rating).  The recovery rating on these loans remains at
'6', indicating that lenders can expect negligible (0% to 10%)
recovery in the event of a payment default.

The senior secured and senior unsecured issue-level ratings were
removed from CreditWatch, where they were placed with negative
implications on Nov. 7, 2008.  The issue-level and recovery rating
changes reflect a more significant decline in cash flow (in light
of the company's recent operating performance) than that used in
S&P's previous analysis.  On Nov. 7, 2008, Standard & Poor's
lowered the corporate credit rating on the company to 'CCC' from
'B-'.

                           Ratings List

                           Realogy Corp.

Corporate Credit Rating    CCC/Negative/--
Subordinated               CC
   Recovery Rating          6

                         Ratings Revised

                            To              From
                            --              ----
Secured                    CCC+            B-/Watch Neg
   Recovery Rating          2               1
Senior Unsecured           CC              CCC/Watch Neg
   Recovery Rating          6               4


RELIANT ENERGY: Merrill Lynch Extends Waiver Until December 5
------------------------------------------------------------
Reliant Energy, Inc., and Merrill Lynch agreed to extend the
minimum adjusted EBITDA covenant waiver period through Dec. 5, in
exchange for an additional $5 million fee.

On Sept. 29, 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.  In a subsequent agreement on Oct. 29, the
parties agreed to extend the date until Nov. 6.

Reliant also said in a regulatory filing on Nov. 10 that in order
to have sufficient capital to be able to operate its retail
business without the benefit of the credit-enhanced retail
structure, on September 29, 2008, it also entered into a
commitment letter with GS Loan Partners, an affiliate of Goldman
Sachs, for $650 million in senior secured term loans and a
commitment letter with an affiliate of First Reserve Corporation
to issue $350 million of participating convertible preferred
stock.  Reliant has signed a definitive agreement with First
Reserve on October 10, 2008 but is still negotiating a definitive
agreement with GS Loan Partners.  Each of these financing
arrangements is contingent upon each other and on our entry into
the definitive agreement with Merrill Lynch.

"There can be no assurance, however, that we will be able to reach
definitive agreements with Merrill Lynch or GS Loan Partners, or
that the other conditions to these arrangements or the First
Reserve investment will be satisfied.  If we are unable to reach a
definitive agreement with GS Loan Partners or are unable to
complete either the First Reserve or GS Loan Partners transactions
for any reason, our ability to complete the Merrill Lynch unwind
on the terms outlined in the September 29, 2008 letter agreement,
as amended, could be impacted," Thomas C. Livengood, senior vice
president and controller, said in the company's form 10-Q
submitted to the Securities and Exchange Commission.

In that event, Reliant said, however, it will intend to pursue the
Merrill Lynch unwind on alternative terms and, complete its exit
of the commercial, industrial and governmental/institutional
customers portion of its retail business.  ""The possible
strategic actions include, among other possibilities, the sale of
all or substantially all of Reliant Energy as well as the sale of
some or all of our retail business," Mr. Livengood said.

For the quarter ended Sept. 30, 2008, Reliant recorded a net loss
of $1,037,920 on $3,738,106,000 of revenues, compared to a net
income of $162,382,000 on $3,543,192,000 of revenues during the
same period in 2007.

Reliant said it has investments in and receivables from wholly
owned subsidiaries Reliant Energy ChannelView LP, et al.,
aggregating $61,442,000.  Channelview LP and three other related
entities filed for reorganization under Chapter 11 on Aug. 20,
2007.  Channelview's financial results have been deconsolidated
from Reliant's.

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.


ROCK ISLAND: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rock Island Realty, Co.
        26103 I-45 North
        Spring, TX 77380

Bankruptcy Case No.: 08-37051

Chapter 11 Petition Date: Nov. 3, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtors' Counsel: Donald L Wyatt, Esq.
                  Email: don.wyatt@wyattpllc.com
                  Wyatt Legal Services, PLLC
                  10655 Six Pines Drive
                  Suite 200
                  The Woodlands, TX 77380
                  Tel: (281) 419-8733
                  Fax: (281) 419-8703

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

A copy of Rock Island's petition is available for free at:

     http://bankrupt.com/misc/txsb08-08-37051.pdf


SABRE INC: S&P Puts 'B+' Long-Term Rating on Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Sabre
Holdings Corp. and major operating subsidiary Sabre Inc.,
including the 'B+' long-term corporate credit rating on both
entities, on CreditWatch with negative implications.

"The CreditWatch listing reflects concerns regarding the effect of
reduced travel demand caused by the weaker global economy on the
company's financial profile," said Standard & Poor's credit
analyst Betsy Snyder.  "The reduction in travel will likely delay
or prevent the improvement S&P had anticipated in Sabre's
financial profile after its March 2007 leveraged acquisition."

Southlake, Texas-based Sabre is a leading provider of electronic
travel distribution services.  In March 2007, Silver Lake Partners
and TPG acquired Sabre for approximately $5.4 billion, including
the assumption of approximately $900 million of debt.  The
acquisition was financed through $3.0 billion of incremental debt
and $1.5 billion of sponsor equity.  As a result, Sabre's
previously strong financial profile weakened significantly.  Since
its acquisition, Sabre does not disclose its financial results
publicly.

At the time of the acquisition, S&P's ratings were based on the
assumption that the company's EBITDA interest coverage would be
about 2x, compared with 6x in 2006, and its funds from operation
(FFO) to debt would be in the high-single-digit percent area
compared with 33%.  In addition, S&P's expected debt to capital in
the low-70% area compared with 41%; and debt to EBITDA in excess
of 6x compared with 2.6x.  However, Sabre's credit ratios
following its acquisition have been modestly below S&P's
expectations.  Given that the decline in travel demand that began
earlier this year will likely be prolonged, S&P does not expect
the company's credit measures to improve over the next several
quarters.  Sabre has no debt maturities through 2009 (after the
early prepayment of debt over the past year), but its financing
options are limited because all of its assets are secured.

S&P will assess the effect of a prolonged decline in travel on the
company's operational and financial performance to resolve the
CreditWatch.  If S&P determines that the company's financial
profile and/or liquidity are likely to remain under pressure over
a sustained period, S&P will likely lower the ratings.


SANYO ELECTRIC: Panasonic Merger Prompts S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'AA-' long-term and
'A-1+' short-term corporate credit ratings and 'AA-' long-term
unsecured debt rating on Panasonic Corp. on CreditWatch with
negative implications, and its 'BB' long-term corporate credit and
'BB+' long-term unsecured debt ratings on Sanyo Electric Co. Ltd.
on CreditWatch with positive implications, following the official
announcement that Panasonic would move to acquire Sanyo.  At the
same time, Standard & Poor's placed its 'AA-' long-term and 'A-1+'
short-term corporate credit ratings on Panasonic Finance (America)
Inc., as well as the 'A-1+' rating on the company's commercial
paper program, on CreditWatch with negative implications.

On Nov. 7, 2008, the two companies announced that they would start
discussions aimed at forming a capital and business alliance based
on the premise of consolidating Sanyo as a subsidiary.  This
acquisition will enable Panasonic to strengthen its business
franchise through the addition of Sanyo's strongly competitive
batteries business, which Panasonic has identified as a growth
area.  However, the financial burden associated with the
acquisition will inevitably impact Panasonic's strong financial
base, which is characterized by an abundant cash position and a
sound capital structure.  Indeed, this strong financial base has
thus far been a key factor supporting the high rating on the
company.  The process of integrating overlapping businesses, such
as the white goods and semiconductor operations, could increase
the company's cost burden and elevate operational risk.  These
factors could also place downward pressure on the ratings on the
company.  Conversely, the acquisition will likely have a positive
impact on Sanyo's credit quality given that Panasonic's support on
the operational and financial fronts will be incorporated into the
ratings on Sanyo once it becomes a member of the Panasonic group.

Standard & Poor's will remove the ratings from CreditWatch after
S&P examine and confirm:

  -- The size of the financial burden associated with the
     acquisition and the post-acquisition prospects for financial
     recovery;

  -- The details of the business integration process; and

  -- The expected synergy effects of consolidation.

The long-term corporate credit rating on Panasonic is currently
eight notches higher than that on Sanyo.  Standard & Poor's
intends to scrutinize how the companies will strengthen their
managerial and financial unity upon the acquisition and will
review the eight-notch gap accordingly.

The long-term unsecured debt rating on Sanyo is one notch higher
than the long-term corporate credit rating.  This reflects the
lower default risk of the company's bonds compared with its
obligations to banks, based on the expectation of debt forgiveness
by creditor banks in case of default.

Ratings List
Ratings Affirmed; CreditWatch/Outlook Action

                           To                   From
                           --                   ----
Panasonic Corp.
Panasonic Finance
  (America) Inc.
  Corporate Credit Rating  AA-/Watch Neg/A-1+   AA-/Stable/A-1+

Panasonic Finance
  (America) Inc.
  Commercial Paper
  Local Currency           A-1+/Watch Neg       A-1+

Panasonic Corp.
  Senior Unsecured
  (1 issue)                AA-/Watch Neg        AA-

Sanyo Electric Co. Ltd.
  Corporate Credit Rating  BB/Watch Pos/--      BB/Stable/--

Sanyo Electric Co. Ltd.
  Senior Unsecured
  (6 issues)               BB+/Watch Pos        BB+


SATURN VENTURES: Moody's Junks Ratings on Three Classes of Notes
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the rating of these class of notes issued by Saturn Ventures 2005-
1, Ltd.:

Class Description: $268,000,000 Class A-1 Floating Rate Senior
Secured Notes due 2044

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

Additionally, Moody's downgraded the ratings of these four classes
of notes, and left one of these classes on review for possible
downgrade:

Class Description: $56,000,000 Class A-2 Floating Rate Senior
Secured Notes due 2044

  -- Prior Rating: A3, on review for possible downgrade
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $35,000,000 Class A-3 Floating Rate Senior
Secured Notes due 2044

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: Ca

Class Description: $6,000,000 Class B Floating Rate Deferrable
Subordinate Secured Notes due 2044

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: C

Class Description: $17,000,000 Class C Floating Rate Deferrable
Junior Subordinate Secured Notes due 2044

  -- Prior Rating: Ca
  -- Prior Rating Date: May 23, 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.


SGS INV: Moody's Downgrades Ratings on Various Classes of Notes
---------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by SGS Inv. Grade Credit Fund (Wayfarer 2006-2), Ltd.:

Class Description: $60,000,000 Class A-2 Floating Rate Notes, due
December 2013

  -- Prior Rating: Aa1
  -- Prior Rating Date: Aug. 21, 2008
  -- Current Rating: A1

Class Description: $20,000,000 Class B Floating Rate Notes, due
December 2013

  -- Prior Rating: A2
  -- Prior Rating Date: Aug. 21, 2008
  -- Current Rating: Ba1

Class Description: $10,000,000 Class C Floating Rate Deferrable
Interest Notes, due December 2013

  -- Prior Rating: Baa3
  -- Prior Rating Date: Aug. 21, 2008
  -- Current Rating: B1

Class Description: $15,000,000 Class D Floating Rate Deferrable
Interest Notes, due December 2013

  -- Prior Rating: Ba3
  -- Prior Rating Date: Aug. 21, 2008
  -- 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
Kaupthing Bank hf, for which a receivership committee was
appointed on Oct. 8, 2008.


SOUTH COAST: Moody's Cuts Ratings on Eleven Classes of Notes
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eleven classes
of notes issued South Coast Funding VII Ltd., and left on review
for possible further downgrade the ratings of three of these
classes.  The notes affected by this rating action are:

Class Description: $45,000,000 Class A-1AV First Priority Senior
Secured Voting Floating Rate Notes Due 2041-1

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $773,750,000 Class A-1ANV First Priority Senior
Secured Non-Voting Floating Rate Notes Due 2041

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $250,000 Class A-1B First Priority Senior
Secured Floating Rate Notes Due 2041

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $146,255,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: Ca

Class Description: $75,450,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2041

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: Ca

Class Description: $25,750,000 Class C Fourth Priority Deferrable
Mezzanine Floating Rate Notes Due 2041

  -- Prior Rating: Ca
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: C

Class Description: $47,300,000 Class D-1A Fifth Priority
Deferrable Mezzanine Floating Rate Notes Due 2041

  -- Prior Rating: Ca
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: C

Class Description: EUR4,132,000 Class D-1B Fifth Priority
Deferrable Mezzanine Floating Rate Notes Due 2041

  -- Prior Rating: Ca
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: C

Class Description: $6,000,000 Class D-2 Fifth Priority Deferrable
Mezzanine Fixed Rate Notes Due 2041

  -- Prior Rating: Ca
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: C

Class Description: $4,000,000 Series 1 Combination Securities Due
2041-1

  -- Prior Rating: Ca
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: C

Class Description: $10,000,000 Series 2 Combination Securities Due
2041
  -- Prior Rating: Ca
  -- Prior Rating Date: June 9, 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.


SPRINT NEXTEL: Amends Credit Agreement, Pays $1 BB of Loan
----------------------------------------------------------
Sprint Nextel Corp. amended the terms of its credit agreement
originally entered into on Dec. 19, 2005.  The amended credit
agreement provides a $4.5 billion revolving credit facility,
replacing the $6 billion revolving credit facility.  The company
also paid down $1.0 billion of the outstanding loan amount under
the amended credit agreement.

Under the amended credit facility, the full $4.5 billion will
remain available until final maturity in 2010 and up to $3 billion
may be used to secure letters of credit.  The amended credit
agreement includes: (i) a change in the ratio of total
indebtedness to trailing four quarter EBITDA adjusted for certain
other non-recurring charges to a maximum of 4.25 to 1 from a
maximum of 3.5 to 1; (ii) the addition of certain domestic
subsidiaries as guarantors; (iii) an interest rate increase from
LIBOR plus a margin of 0.75% to LIBOR plus a margin between 2.50%
and 3.00% depending on the company's debt ratings; and (iv) a
covenant regarding restricted payments that includes a restriction
against paying cash dividends unless certain conditions are met.

The company simultaneously amended its $750 million credit
agreement with Export Development Canada, originally entered into
on March 23, 2007, to incorporate the same covenant changes.

Sprint Nextel Corp. -- http://www.sprint.com/-- offers a
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

                          *     *     *

The Troubled Company Reporter reported on Aug. 13, 2008, that DBRS
assigned the Sprint Nextel Corporation proposed issuance of
$3.0 billion of Cumulative Perpetual Convertible Preferred Shares
a rating of BB.  The trend is negative.


STANDARD LIFE: A.M. Best Sets 'B' FSR, "bb+" Issuer Credit Rating
-----------------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of B (Fair)
and an issuer credit rating of "bb+" to Standard Life & Casualty
Insurance Company (Standard Life) (Salt Lake City, UT). The
outlook for both ratings is stable.

These rating assignments reflect the company's geographic
concentration of business where marketing efforts are divided into
three principal lines of business: individual hospital/surgical,
individual life insurance and individual short-term disability
income insurance. While the company plans expansion into
additional territories, currently the geographic concentration
exposes it to various regulatory and economic pressures. In
addition, Standard Life is a small company with limited capital
and resources. While Standard Life's capital and surplus position
has increased over the past several years, the total dollar amount
is relatively modest and leaves the company a small margin for
error for product pricing. To date, Standard Life has sold at a
loss and has written down some of its troubled investments. A.M.
Best believes the company's portfolio still holds a sizeable
amount of investments with potential credit impairment, which
could require future write-downs.

Standard Life has a more diverse business mix with the addition of
its hospital/surgical line in 2007. Additionally, Standard Life
has maintained profitable operations over the past few years, with
all lines of business retaining profitability as well. The company
does not have any broker business, but it utilizes a few
independent marketing organizations and maintains very good
relations.


SUN MICROSYSTEMS: Revenue Decline Spurs S&P's Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit and senior unsecured ratings on Santa Clara, California-
based Sun Microsystems Inc.  In addition, S&P revised the outlook
to negative from stable.

"The outlook revision reflects continued declines in revenues and
profitability, with the likelihood of a challenging IT spending
environment extending into 2009, which could further dampen
operating performance," stated Standard & Poor's credit analyst
Phillip Schrank.  First-quarter 2009 results (fiscal-year-end
June) included a 7% sales decrease, which is the third sequential
quarter that Sun's revenue declined, and a net loss of
$65 million (excluding a $1.45 billion non-cash goodwill
impairment charge).

The rating on Sun reflects the company's good, but not leading,
position (based on all operating systems) in the highly
competitive global server market, its relatively narrow market
base -- specifically in comparison with major competitors -- and
inconsistent profitability.  Moderate debt levels and strong
liquidity partially offset these factors.

"Although Sun has made consistent investment in new product
development and has a significant base of relatively consistent
service revenues, total revenue growth (excluding the effect of
currency) remains a challenge," he continued.

The outlook is negative.  Standard & Poor's expects Sun to
maintain annual positive free operating cash flow (after capital
expenditures), coupled with a significant net cash position.
However, if operating performance continues to meaningfully
decline over the next few quarters, S&P could review the ratings
for a downgrade.  A near-term outlook revision to stable is
unlikely, due to S&P's expectation that the IT spending
environment will remain challenged, affecting many of Sun's
vertical markets, especially the financial services segment.


SUPERIOR OFFSHORE: Equity Holders Wants Changes to Committee
------------------------------------------------------------
Superior Offshore International LLC creditors, Louis E. Schaefer,
Jr., and Schaefer Holdings LP, ask the United States Bankruptcy
Court for the Southern District of Texas to reconfigure the
membership of the committee of equity security holders.

A hearing is set for Nov. 17, 2008, at 11:00 a.m., to consider
approval of the motion.

The creditors tell the Court that the committee suffers an
inherent conflict of interest that necessarily undermines its
fiduciary duty to the equity owners.  The conflict is intruding on
every deliberation and every action of the committee is taking,
the creditors say.

Kenneth R. Wynne, Esq., at The Wynne Law Firm, says that the
committee has a conflict of interest with Robert Osmundson, a
member of the putative plaintiffs class of stockholders in class
action securities cases brought against several of the Debtor's
former executives, and his counsel, Genovese Joblove & Battista
P.A.

Mr. Osmundson and his counsel owe a fiduciary duty to non-owners
of the Debtor's equity who acquired stock in the initial public
offer but sold that stock, Mr. Wynne says.  On the other hand, as
a member of the committee, Mr. Osmundson and his counsel owe
fiduciary duties to the current equity owners, he continues.
Mr. Osmundson and his counsel must be removed and replaced by a
current owner of equity who is a non-member of the putative
plaintiffs class, Mr. Wynne points out.

According to the motion, time is of the essence in rectifying the
committee's conflict because events are occurring virtually every
day in this proceeding, not the least of which are plan
preparations and discussions, on which the committee's conflict
has a deleterious effect.  Discovery  type information is being
provided to the committee is actually violating the discovery stay
imposed by the Private Securities Litigation Reform Act.

                      About Superior Offshore

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles and saturation diving systems for deepwater and harsh
environment operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).
The Debtors listed total assets of $67,587,927 and total
liabilities of $54,359,884 in its schedules.  David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represent the Debtor.  The U.S. Trustee for Region 7 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  Douglas S. Draper, Esq., at Heller Draper Hayden
Patrick & Horn LLC, represents the Committee in this case.

As reported in the Troubled Company Reporter on June 23, 2008, the
Debtor's summary of schedules showed total assets of $67,587,927
and total debts of $54,359,884.


TOUSA INC: Court to Consider Cash Collateral Use Extension Today
----------------------------------------------------------------
TOUSA Inc. and its affiliated entities ask the U.S. Bankruptcy
Court for the Southern District of Florida to allow it to use cash
collateral of its lenders beyond Dec. 17, 2008.  The Court will
convene a hearing to consider the request today.

TOUSA did not disclose the period of the proposed extension in its
motion filed with the Court.

The Bankruptcy Court, on June 20, granted TOUSA permission to use
cash collateral until Dec. 17, 2008.  Paul Steven Singerman, Esq.,
at Berger Singerman, P.A., in Miami, Florida, recounts that Cash
Collateral Order permits the Debtors to use Cash Collateral and
affords the Prepetition Lenders with:

   * a cash payment to the lenders under the first lien revolver
     and the first lien term loan totaling $175 million, subject
     to certain disgorgement provisions;

   * the grant of liens and allowed administrative priority
     claims on substantially all of the Debtors' assets to the
     extent of any diminution in the value of the Prepetition
     Lenders' collateral;

   * carve-outs from the claims and liens granted to the
     Prepetition Lenders for the fees incurred by professionals
     for the Debtors and the Official Committee of Unsecured
     Creditors; and

   * a limited timeframe in which parties-in-interest could
     bring claims against the Prepetition Lenders arising from or
     relating to the Debtors' Prepetition secured Credit
     Facilities.

The Cash Collateral Order also includes a budget covering the
period from May 23, 2008, through the week ending Nov. 30,
2008.

The "Cash Collateral Termination Date" is the earlier of:

   (i) a date that is 180 days after the entry of the Cash
       Collateral Order; or

  (ii) the date that is three days after the agents under the
       Prepetition Credit Agreements dated July 2007 or the First
       Priority Agents deliver written notice to the Debtors and
       the Creditors Committee of certain terminating events.

The Debtors now seek an extension of the terms of the Original
Cash Collateral Order.

Mr. Singerman discloses that as of Oct. 28, 2008, the Debtors
and the First Lien Agents have begun negotiating for the Debtors'
continued consensual use of the Cash Collateral.  However, while
the Debtors are hopeful the First Lien Agents will consent to an
extension of the Cash Collateral use, they are also aware of the
possibility that the Cash Collateral Order may terminate on its
own terms, a consensual extension may not be reached, or the
Creditors Committee may object to the proposed extension.

Thus, out of abundance of caution, the Debtors filed with the
Court on Oct. 28, 2008, a motion for authority to use Cash
Collateral beyond the current Cash Collateral use termination
date.

Mr. Singerman asserts that the Debtors' inaccessibility of the
Cash Collateral could have a disastrous effect in the ability to
reorganize and implement the Amended Joint Plan of Reorganization.

The Debtors tell the Court that if they are unable to reach an
agreement with the First Lien Agents regarding a consensual
extension, they will file a supplemental motion seeking continued
authorization to use Cash Collateral over the objection of the
First Lien Agents.  In the same way, the Debtors will seek an
Cash Collateral Use extension in the event the Committee objects.

The Court is set to consider the Debtors' request at a Nov. 12,
2008 hearing.  The Debtors relate before that hearing, they will
file with the Court the specific terms of the Motion demonstrating
that the interests of the Prepetition Lenders are adequately
protected under Section 363 of the Bankruptcy Code.

                         Citicorp Responds

Citicorp North America, Inc., as administrative agent to certain
of the Debtors' prepetition credit facilities, acknowledges that
it is currently in discussion with the Debtors as to the terms
upon which the Prepetition Lenders would consent to the continued
use of the Cash Collateral.

Citicorp, however, points out that as the Second Cash Collateral
Motion is not specific on the terms upon which the continued use
of the Cash Collateral is based, there is no assurance that an
agreement acceptable to Citicorp and the Prepetition Lenders will
be achieved.

Citicorp reserves its right to raise issues regarding the
Debtors' continued use of the Cash Collateral and asks to Court
to include those issues during the Cash Collateral hearing.

           TOUSA Prepares 13-Week Cash Flow Forecast

In a separate report, TOUSA Inc. posted on its Website,
http://www.tousa.com,a schedule of cash flow projections for the
period from Oct. 3, 2008, through Jan. 2, 2009.

A full-text copy of TOUSA's 13-week Cash Flow Projections can be
accessed for free at http://ResearchArchives.com/t/s?3463

According to TOUSA, the projections were not prepared to comply
with the guidelines for prospective financial statements published
by the American Institute of Certified Public Accountants and the
rules and regulations of the U. S. Securities and Exchange
Commission.

TOUSA adds that its independent accountants have neither examined
nor compiled the accompanying projections.

                        About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger
Singerman, to represent them in their restructuring efforts.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' independent auditor and tax services
provider.  Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

TOUSA's Exclusive Plan Filing Period expires Oct. 25, 2008.
(TOUSA Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRONOX WORLDWIDE: Tight Liquidity Cues Fitch's Rating Downgrades
----------------------------------------------------------------
Fitch Ratings has downgraded Tronox Worldwide LLC's ratings:

  -- Issuer Default Rating (IDR) to 'CC' from 'CCC';

  -- $250 million senior secured bank revolver to 'CCC-/RR3' from
     'B/RR1';

  -- $125 million (at March 31, 2008) senior secured term loan to
     'CCC-/RR3' from 'B/RR1';

  -- $350 million senior unsecured to 'C/RR6' from 'CCC/RR4'.

The Rating Outlook remains Negative.

Tronox Worldwide LLC and Tronox Finance Corp. are co-issuers of
the senior unsecured notes.

The downgrade reflects a tightening of liquidity and reduced
flexibility following default of financial covenants in the senior
secured credit facilities.  The defaults have been waived through
Nov. 25, 2008, but no further borrowing is available through the
waiver period.  Tronox had obtained covenant amendments to its
credit agreement in February 2008 and July 2008.  Interest is due
on the $350 million senior unsecured bonds on Dec. 1, 2008.

Fitch has reduced the Recovery Ratings to reflect that the current
EBITDA is at distressed levels and an assumption of 5 times (x)
enterprise value multiple for the company on a going concern
basis.

Growth rate projections for titanium dioxide (TiO2) are modest and
tend to track gross domestic product, and competition tends to be
on price.  In recent periods, margins have been squeezed for TiO2
producers and relief is not expected in the near term.

Tronox has reduced headcount, cut its dividend and reduced its
capital spending.

The Negative Rating Outlook reflects the possibility of further
downgrades if Tronox fails to obtain covenant relief as needed or
otherwise improve its liquidity.

Tronox is one of the leading global producers and marketers of
titanium dioxide.  In addition, Tronox produces electrolytic
manganese dioxide, sodium chlorate and boron-based and other
specialty chemicals.


TROPICANA ENTERTAINMENT: Credit Suisse Balks at Plan Framework
--------------------------------------------------------------
Credit Suisse, as agent to lenders designated as "LandCo Lenders",
opposes Tropicana Entertainment LLC and its debtor-affiliates'
Proposed Plan Framework mainly because it "never was discussed or
shared" with the Agent before being filed with the U.S. Bankruptcy
Court for the District of Delaware.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, notes that the Proposed Plan Framework includes blank
signature lines for the secured creditor steering committee
constituencies.  However, neither the Debtors nor the Official
Committee of Unsecured Creditors, nor their counsel, shared or
discussed with Credit Suisse the existence, substance, terms or
drafts of the Proposed Plan Framework, he tells the Court.

Credit Suisse asserts that, among other things, it objects to
these provisions:

   (a) The proposed treatment of the LandCo Lenders under the
       Plan Framework

       The Proposed Plan Framework provides that LandCo Lenders
       will have their claims only "satisfied in full."  The
       LandCo Lenders must be paid in full in cash on the plan
       effective Date, Credit Suisse maintains.

   (b) The Debtors' and Creditors Committee's proposals to gain
       control of the Atlantic City Assets in order to operate
       them "on an integrated basis with the Debtors' other
       casino and resort operations."

       The Debtors are focusing their scarce resources on a risky
       strategy of attempting to regain control of the Atlantic
       City Assets, Credit Suisse argues.  In the meantime, the
       financial condition and performance of the Debtors'
       properties and assets continue to deteriorate.

   (c) Any proposal to consolidate or commingle the businesses
       and properties constituting the LandCo Lenders' collateral
       with other properties owned by the Debtors.

   (d) The Proposed Plan Framework to the extent it purports to
       evidence any actual reorganization progress in the
       Debtors' Chapter 11 cases.

       Among other things, recent developments, press reports and
       statements show that the Debtors have fallen short of
       financial projections; have lost liquidity requiring
       additional debtor-in-possession financing; and their
       prospects for regaining control of the Atlantic City
       Assets are slim, Credit Suisse avers.

   (e) The Proposed Plan Framework to the extent it would give
       the Debtors additional time to file a plan of
       reorganization.

       Credit Suisse contends that the Debtors' exclusive periods
       should terminate without extension, so that the LandCo
       Lenders may propose and seek confirmation of a viable
       plan.

Mr. Chehi relates that Credit Suisse's counsel contacted the
Debtors' counsel to suggest changes that should be incorporated in
an amended framework.  The Debtors and the Creditors Committee,
however, declined to agree to file any amended framework with
adjusted terms that would address the LandCo Lenders' concerns and
remedy the Debtors' failure to discuss the Proposed Plan Framework
with Credit Suisse before it was filed, he tells the Court.

                  About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.
(Tropicana Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENTERTAINMENT: Files Tentative Business Plan
------------------------------------------------------
Tropicana Entertainment LLC posted a summary of its preliminary
business plan which would serve as a basis for a Chapter 11 plan
of reorganization that emphasizes internally funded operational
improvements and high-priority capital investments.

"The summary is intended to give our constituents timely insight
as to the performance of our properties as well our current
thinking about what we need to do to capitalize on our widely
recognized brand name and position Tropicana as the high quality,
value priced competitor in our markets," said Tropicana CEO Scott
C. Butera.

Mr. Butera said that the plan addresses all of the properties in
Tropicana's equity portfolio without regard to the status of
operational control or potential property sales. As such, he
emphasized that the inclusion of the company's New Jersey, Indiana
and other properties is not meant to indicate the company's
position with respect to the dispositions of those
assets.

The plan estimates that the 11 Tropicana properties will produce
2008 net revenue of $995 million and EBITDA of $129 million.  The
plan projects $64 million in capital expenditures from internally
generated cash, but notes that performance improvements could
accelerate if the company can acquire additional capital resources
to support its post-Chapter 11 business.

"Given the uncertain state of capital markets, our plan is focused
on improvements that can be internally generated without reliance
on outside funds," Mr. Butera asserted.  "Initially, our efforts
will center on areas where there are immediate returns on
investment ranging from improved slot products and property
configurations to normalized labor practices, consolidated back
room operations and enhanced restaurant menus and food quality.

"We will be emerging into one of the most difficult markets for
gaming and hospitality services ever experienced by the industry,"
Mr. Butera said.  "The key for us will be to stabilize our revenue
base and grow profits through aggressive cost management;
strategic investments in products, services and facilities;
targeted customer development and retention programs; and a more
motivated and service-driven staff.

"As we make progress in these areas, Tropicana ought to be well
positioned to take advantage of funding and other opportunities
when capital markets improve," Mr. Butera concluded.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.


TRUMP ENT: Net Loss Rises to $139MM in Qtr. ended September 30
--------------------------------------------------------------
Trump Entertainment Resorts, Inc. reported that for three months
ended Sept. 30, 2008, its net loss was 139.1 million compared to
net income of $6.6 million for the same period in the previous
year.

The company stated that the $102.2 million loss from operations
for the three months ended Sept. 30 includes a $129.8 million non-
cash charge recorded in connection with  interim goodwill and
other intangible asset impairment testing performed in accordance
with Statement of Financial Accounting Standards No. 142.  The
weakened economy and regional competition contributed to the
impairment of goodwill and trademarks.

For nine months ended Sept. 30, 2008, the company's net loss was
$187.6 million compared to net loss of $15.0 million for the same
period in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $2.07 billion, total liabilities of $2.03 billion and
shareholders' deficit of about $44.8 million.

In addition, the company recorded in its discontinued operations
an estimated loss on disposal totalling $45.0 million related to
long-lived assets of Trump Marina to reflect the fair market value
of the property based on the pending sale price of $270 million.

Excluding non-cash intangible asset impairment charges, the
majority of the company's loss from continuing operations was
attributable to a decrease in net revenues.  Net revenues for the
quarter ended Sept. 30, 2008, decreased $18.3 million, or 8.5%,
due to a $23.3 million, or 10.4% decrease in gaming revenue from
third quarter 2007 levels, partially offset by a $7.0 million, or
11% decrease in promotional allowances.  Before consideration of
the non-cash intangible asset impairment charges, income from
continuing operations for the quarter ended Sept. 30, 2008,
decreased $6.8 million to $27.6 million.  Adjusted EBITDA
decreased $6.1 million to $41.7 million from third quarter 2007
levels.

The 782-room Chairman Tower at Trump Taj Mahal debuted on schedule
during Labor Day weekend, and remains on the projected
$255 million budget.  As of the end of October, approximately
450 of the 782 hotel rooms were completed, with the remainder
planned for completion by the conclusion of 2008.  Additionally,
the New York Italian restaurant Il Mulino opened adjacent to the
casino floor in September.

The sale of Trump Marina to Coastal Development, LLC remains on
track after the company's statement on Oct. 28, 2008, that the
parties had entered into an amendment to the Asset Purchase
Agreement.  Per the amendment, the Oct. 28, 2008, deadline for
financing commitment letters to be provided to the company was
waived, a definitive purchase price of $270 million was
established with no provision for a decrease based on performance
and Coastal Development, LLC has until May 28, 2009, to complete
the transaction.  The deposit made towards the purchase price was
increased to $17 million, of which $15 million became immediately
available to the company.

The company has also named John P. Burke as chief financial
officer, effective immediately.  Mr. Burke joined the company in
1990 and has served as interim chief financial officer since
December 2007.  He has served as executive vice president and
treasurer of the company and certain of its subsidiaries.

                        Capital Structure

The company reported that as of Sept. 30, 2008, it had cash and
cash equivalents of $88.8 million.  Its cash and cash equivalents
do not include $6.3 million in cash included in Trump Marina's
assets held for sale and $2.8 million in restricted cash
representing amounts used to secure outstanding letters of credit.

The company's total debt increased by $76.4 million since
Dec. 31, 2007, to $1,720.2 million at Sept. 30, 2008.  The
remaining $25.0 million available under the Beal Bank Credit
Agreement will be drawn down during the fourth quarter.  Capital
expenditures for the nine months ended Sept. 30, 2008, were
approximately $153.0 million, consisting of $26.0 million
maintenance capital, $13.0 million renovation capital and $114.0
million for the Chairman Tower at Trump Taj Mahal.  Capital
expenditures related to the Chairman Tower since the inception of
construction total approximately $220 million Capitalized interest
during the nine months ended Sept. 30, 2008, and 2007 was
$7.2 million and $2.6 million.

              About Trump Entertainment Resorts Inc.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

                            *     *     *

Trump Entertainment Resorts Inc.'s 8-1/2% senior secured notes due
2015 carry Moody's Investors Service's Caa1 rating which was
placed in April 2008 and Standard & Poor's CCC+ rating which was
placed in May 2008.


T&T BEEFS: Files for Chapter 11 Protection in Florida Court
-----------------------------------------------------------
Margaret Cashill at Tampa Bay Business Journal reports that T&T
Beefs Inc. has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Middle District of Florida.

T&T Beefs Inc. does business as Beef 'O' Brady's and operates the
restaurant at the Northeast Shopping Center in St. Petersburg.

Court documents indicate that T&T Beefs has $558,668 in debts,
with creditors including:

     -- Fidelity Bank,
     -- Publix Super Markets Inc., and
     -- Family Sports Concepts Inc., the franchisor of Beef `O'
        Brady's Family Sports Pubs.

According to Tampa Bay Business, Beef 'O' Brady's President Nick
Vojnovic, said that with help from the community and the Tampa Bay
Rays' victories, the restaurant had been able to report increased
sales, but it couldn't keep up with rent or meet minimum wage
standards, which, combined with the high prices of food, utilities
and insurance, led to the firm's bankruptcy.  Mr. Vojnovic said
that Jim Tomko, the store's owner, is working with the landlord,
Publix Super Markets Inc., to try to remain open, acording to the
report.

Beef 'O' Brady's has more than 260 locations in the Southeast and
Midwest.

                         About T&T Beefs

Florida-based Beef O'Brady's Family Sports Pubs --
http://www.beefobradys.com/-- is a family-friendly restaurant
franchise established in 1985 by Jim Mellody.  The original Beef
O'Brady's restaurant is in Tampa's bedroom community, Brandon,
Florida, and the home office is near downtown Tampa.  Franchisees
spread throughout the Southern and Midwestern United States,
reaching as far northwest as Northfield, Minnesota, as far
southwest as Texas, and as far northeast as Maryland.  As of
February 2008 the franchise has 247 locations in 20 states.


VO and CO: Case Summary and 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: V.O. and Co., Inc.
        dba Ashley Furniture HomeStore - Bakersfield
        PO Box 20035
        Bakersfield, CA 93390

Bankruptcy Case No.: 08-17239

Chapter 11 Petition Date: November 10, 2008

Court: Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: T. Scott Belden, Esq.
                  4550 California Ave., 2nd Floor
                  Bakersfield, CA 93309-1172
                  Tel: (661) 395-1000

The Debtor's financial condition as of Sept. 30, 2008:

Total Assets: $1,369,455

Total Debts: $ 1,967,412

The Debtor's Largest Unsecured Creditors:

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

          http://bankrupt.com/misc/califeb08-17239.pdf


WASHINGTON MUTUAL: Fitch Withdraws Ratings
------------------------------------------
Fitch Ratings has withdrawn its ratings of Washington Mutual,
Inc., its subsidiaries and its outstanding debt.

Certain obligations of Washington Mutual Bank, including deposits
and covered bonds, were acquired by JPMorgan Chase and remain
rated as part of Fitch's coverage of JPMorgan Chase.

Fitch will provide no further analytical coverage of these and
these ratings are withdrawn:

Washington Mutual Inc.

  -- Long-term Issuer Default Rating (IDR) 'D';
  -- Short-term IDR 'D';
  -- Individual 'F';
  -- Short-term debt 'D';
  -- Senior debt 'D/RR4';
  -- Subordinated debt 'D/RR6';
  -- Preferred stock 'D/RR6'.

Washington Mutual Bank

  -- Senior debt 'D/RR5';
  -- Subordinated debt 'D/RR6';
  -- Individual 'F'.

Bank United FSB

  -- Subordinated debt 'D'.

Bank United Corp.

  -- Subordinated debt 'D'.

Providian Financial Corp

  -- Senior debt 'D'.

Washington Mutual Preferred Funding (Cayman) I Ltd.
Washington Mutual Preferred Funding Trust I (Delaware)
Washington Mutual Preferred Funding Trust II
Washington Mutual Preferred Funding Trust III
Washington Mutual Preferred Funding Trust IV

  -- REIT Preferred 'D'.

Washington Mutual Capital I
Providian Capital I

  -- Trust Preferred 'D'.


WHOLE FOODS: Poor Earnings Spurs Moody's 'Ba3' Rating
-----------------------------------------------------
Moody's Investors Service lowered Whole Foods Market, Inc.'s
ratings following the company's announcement of lower reported
earnings for most recent quarter.  Whole Foods' Corporate family
rating, Probability of default, and senior secured bank loan
ratings were lowered to Ba3 from Ba2.  The ratings remain on
review for further possible downgrade.

The downgrade considers the negative impact on Whole Foods'
leverage which is already considered high for the rating.
Debt/EBITDA is currently 6.5 times and could increase further as
earnings continue to be pressured by the weak economic
environment.  The company's earnings decline was attributed to
negative comparable store sales, reduced margins due to customers
trading down, and the inability of Whole Foods to pass along cost
increases.

The review for further possible downgrade reflects Moody's
expectations that these conditions will likely continue in the
near-term, and as a result, Whole Foods' credit metrics could
further deteriorate.  The review also considers the company's
recent announcement that it plans to sell $425 million of Series A
Preferred Stock due 2020 to Green Equity Investors V, L.P.  The
successful closing of this transaction would improve the company's
liquidity.  However, it could also result in incremental leverage
to the extent all or a portion of preferred offering is treated as
debt in accordance with the Moody's rating methodology for
instruments of this type.

In addition to the preferred stock offerings potential impact on
leverage, Moody's review will focus on the use of the proceeds
from the preferred issue, the company's capital expenditure plans,
and Whole Foods' near term operating and financial strategy.
Ratings could be lowered if it appears that a combination of
further earnings declines and continued aggressive capital
spending will weaken the company's liquidity and increase
leverage.

Whole Foods Market, Inc. is the world's leading natural and
organic foods supermarket, with approximately 278 stores in the
United States, Canada, and the United Kingdom. Reported revenue
for the fiscal year ended Sept. 28, 2008 was approximately
$8.0 billion.


WR GRACE: Seeks to Sell Off 66 Acres of Howard County Campus
------------------------------------------------------------
Daniel J. Sernovitz at Baltimore Business Journal reports that
W.R. Grace & Co. wants to sell off 66 acres of its Howard County
corporate campus to developers.

According to Baltimore Business, the Howard County property could
draw strong interest due to the scarcity of available land in
Columbia, but many real estate experts question how many potential
developers will submit bids, given the poor economy and weak
market demand.

Baltimore Business relates that W.R. Grace aims to emerge from its
seven years of Chapter 11 bankruptcy in 2009, and it needs as much
as $1.5 billion to do so.  The report says that real estate
brokers estimate that W.R. Grace could expect to raise $15 million
to $37 million for the Howard County property, depending on how
developers size up the market, and their ability to find tenants
for whatever is built there.

Citing W.R. Grace spokesperson William M. Corcoran, Baltimore
Business states that the sale was part of a larger evaluation of
the company's space needs, which is now smaller, and company
executives saw no reason to hold on to the land.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.


XECHEM INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Xechem Inc.
        379 Thornall St., 12th Floor
        Edison, NJ 08818-2911

Bankruptcy Case No.: 08-30512

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
XECHEM International, Inc.                         08-30513

Chapter 11 Petition Date: November 9, 2008

Type of Business: The Debtors operates a biopharmaceutical
                  company focusing on phytopharmaceuticals and
                  other proprietary technologies for orphan
                  diseases.

                  See: http://www.xechem.com

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Deborah W. Fallis, Esq.
                  dfallis@hellerdraper.com
                  Heller, Draper, Hayden, Patrick LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax : 504 299-3399

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
   ------                      ---------------   ------------
Financial Bridge Inc.          financing         $405,000
Attn: E. Essian
11410 N. Kendal Dr., Ste. 304
Miami, Fl 33176

M. Goldsmith Shefsy &          fees              $346,008
Froelich Ltd.
111 East Wacker Drive
Ste. 2800
Chicago, IL 60601

NITRA Corp.                    construction      $123,897
19492 East County Club Drive
Miami Beach, FL 33141

GTI                            services          $57,774

Bernstein & Pinchuk LLP        fees              $55,647

Free Mind Group LLC            services          $44,952

Wolfe Axalrod Weinberger       investor          $24,242
Assoc. LLC

Premium Financing Specialists  insurance         $20,628

CMF                            services          $16,212

Wilson Gunn M'Caw              fees              $16,047

Robert Half Management         fees              $12,837
Resources

First Niagra Leasing Inc.      lease             $9,703

Simon and Lupo                 fees              $9,560

NJBIZ                          advertising       $8,720

Dr. Soji Adelaja               travel            $8,269

Benchmark                      materials         $8,214

The Griffing Group Inc.        report            $7,500

NYLife Insurance Co. of        insurance         $6,244
Arizona

Williams Refrigeration         equipment         $6,036

Business Council for Int'l     membership        $6,000
Understanding


* Fitch Says Maturity Defaults Lead to Rise in CDO Delinquencies
----------------------------------------------------------------
About 14 new delinquent loans led to the fourth straight monthly
increase in the U.S. commercial real estate loan CDO delinquency
rate to 3.13% for October 2008 from 2.39% for September 2008,
according to the latest CREL CDO Delinquency Index from Fitch
Ratings.

Refinancing to third parties remains difficult with nearly 90% of
all new delinquencies this month considered matured balloon loans.
Overall, 67% of the CREL DI consists of this type of delinquency.
While 74% of matured balloon loans continue to make monthly
payments, approximately 26% (18% of CREL DI) are considered non-
performing with inadequate cash flow to meet debt service
obligations.  In these cases, sponsors have refused or are unable
to infuse additional equity into the projects.

Asset managers continue to report loan extensions.  In line with
last month's total, asset managers reported 35 new loan extensions
in October (3% by number of loans in the CREL CDO universe); at
least 75% were extensions that were contemplated in the original
loan documents.  "Borrowers continue to be challenged to meet all
extension requirements by loan maturity," said Senior Director
Karen Trebach.  "The increase in matured balloons this month
reflects that the extension process is taking longer both to
negotiate and document."  Three loans, representing 25 basis
points, fell out of the CREL DI as the extensions were
successfully executed prior to this month's reporting cutoff date.

Asset managers continue to repurchase assets out at par to manage
the credit quality of their pools.  In October, three mezzanine
loans were repurchased; this rate compares to an average of 14 bps
of monthly repurchases over the past year.  These affiliated loans
from the same CDO were repurchased to allow for a restructuring of
the mezzanine debt to accommodate new sponsorship.

Asset managers have also traded some delinquent loans out of CDOs
at a loss, including a foreclosed loan and a 90+ days delinquent
loan, both of which appeared in last month's CREL DI.  The
foreclosed loan was traded out at 84.7% of the loan amount, while
the 90+ days delinquent loan was traded out at a complete loss.
Furthermore, some asset managers have sold some CDO assets to
third parties at below par, thereby removing assets that were not
yet deemed impaired by the trustee, and realizing losses.  To
date, however, the impact of the trading losses on the credit
enhancement has been negligible; the realized losses have been a
small percentage of the transaction's par or, as in the case of
the complete loss, the asset manager has contributed assets off
its own balance sheet at below market prices in order to support
the transaction by rebuilding the par amount.

The CREL DI includes loans that are 60 days or longer delinquent,
matured balloon loans, and the current month's repurchased assets.
Fitch currently rates 35 CREL CDOs encompassing approximately
1,100 loans and 350 rated securities/assets with a balance of
$23.8 billion.


* Moody's Says Outlook Negative for Non-profit Healthcare Sector
----------------------------------------------------------------
Moody's Investors Service has changed the outlook to negative from
stable for the U.S. not-for-profit healthcare sector as
disruptions in the credit and liquidity markets have worsened and
the prospects of a protracted recession have increased.
The change was announced in an outlook report that updates a
similar report issued in September and expresses the credit
agency's expectations for the fundamental credit conditions in the
industry over the next 12 to 18 months.

"This report discusses the near- and long-term risks that
hospitals are facing with a weaker economy, current credit and
liquidity market disruptions, and their likely impact on hospital
ratings," said Moody's Senior Vice President Lisa Goldstein,
author of the report.  "While most hospitals showed resiliency
when initial economic weakening began in late 2007, Moody's have
begun to see in recent months greater-than-anticipated erosion in
performance and liquidity."

She said even some of the larger hospital systems with economies
of scale to absorb most challenges are reporting a downturn in
financial performance brought on by the weakening economy with
increasing charity care and bad debt levels.

"Volumes are softening, particularly in surgical cases, also
contributing to financial performance declines," said Ms.
Goldstein.  "Likewise, the ongoing credit crisis, culminating in
limited access to the capital markets in recent weeks, is also a
factor. The tax-exempt debt market is a primary source of funding
for not-for-profit hospitals."

Based on current credit conditions and factors already in play,
she said, the cost of borrowing for hospitals will likely be
higher as Moody's enter the new year and may not be available for
lower-rated hospitals as the supply of healthcare bonds may
overwhelm buyers.

"The not-for-profit hospital industry operates under a challenging
business model characterized by fierce competition and third-party
reimbursements designed to control cost inflation while also
maintaining market efficiencies," said Ms. Goldstein.  She said
hospitals face significant challenges even during the best of
economic times, but when the economy worsens, the challenges
intensify.

Because of the current economic downturn, she said, growth in
reimbursement-based revenues will likely lag growth in costs by a
widening margin.

"Hospitals are not powerless to respond to these problems in a way
that maintains their credit positions," said Ms. Goldstein.  "We
expect higher-rated hospitals to slow spending and adjust to
difficult credit market conditions fairly well."

For most hospitals, she said, sound management decisions about
operating costs and capital investments coupled with skilled
oversight and direction from hospital boards will be of special
importance over the next year or two.


* S&P Says Insurers Will Continue to Face Significant Pressures
---------------------------------------------------------------
An insurer's ability to carefully manage expenses, especially when
premium growth declines, is critical, especially in the currently
soft pricing environment in the U.S. property/casualty insurance
market, said a report released by Standard & Poor's Ratings
Services.

Standard & Poor's continues to monitor the ongoing increase in
insurer expense ratios--underwriting expenses compared with net
written premiums--and insurers' overall management of their
expenses.

"There's no doubt that S&P's rated insurers will continue to face
significant expense pressures because of soft pricing,
inflationary pressure on salaries, and agents and brokers'
requests for increased commissions.  Although many insurers
continue to manage their expense carefully, S&P expects
that growth in expenses will likely outpace that of premiums once
again in 2008, pushing up the industry's full-year expense ratio,"
said Standard & Poor's credit analyst Michael Gross.


* S&P Says REITs and REOCs May Face More Negative Rating Actions
----------------------------------------------------------------
As the U.S. enters a recession that will likely be longer than
many expected, Standard & Poor's Ratings Services is taking a
closer look at its rated U.S. real estate investment trusts and
real estate operating companies to see how well positioned they
are to withstand it, according to a recently published report.

These sectors have recent experience in managing through industry
downturns.  In the late 1990s, the Russian ruble crisis
constrained the capital markets, and in 2001, a relatively mild
recession (after the tech wreck and the events of Sept. 11)
weakened real estate fundamentals.  While some rated companies
struggled more than others during those periods, all of them made
it through without a REIT debt default.

"However, the problems currently facing the sector are more
worrisome, because they're affecting both the capital markets and
real estate fundamentals at the same time," said credit analyst
Lisa Sarajian, managing director of Standard & Poor's Real Estate
Companies group.  Nobody knows how deep this recession will be or
how long it will last, and the capital markets remain extremely
inhospitable.  "S&P expects this combination to strain the
creditworthiness of more aggressively positioned real estate
companies--particularly those with exposure to speculative real
estate development, dependence on transactional revenues, large
near-term debt maturities, or significant lease expirations," she
added.  Nevertheless, real estate companies with more defensive
portfolios and ample financial flexibility should be able to ride
out the recession with their ratings intact.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Case Study
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds:A View From Workout Consultants
         TBA, Buffalo, New York
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Social
         TBD, Melville, New York
            Contact: 631-251-6296 or www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Nov. 17-18, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Distressed Investing
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         Tournament Players Club at Jasna Polana, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/

Nov. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Senior Housing & Long Term Care
         Washington Athletic Club,Seattle, Washington
            Contact: www.turnaround.org

Nov. 27, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Chris Kaup
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         Terminal City Club, Vancouver, British Columbia
            Contact: 503-768-4299 or www.turnaround.org

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Dec. 8, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering
         TBD, Long Island, New York
            Contact: 631-251-6296 or www.turnaround.org

Dec. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         Washington Athletic Club, Seattle, Washington
            Contact: 503-768-4299 or www.turnaround.org

Dec. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         University Club, Portland, Oregon
            Contact: 503-768-4299 or www.turnaround.org

Dec. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Sponsorships - Annual Golf Outing, Various Events
         TBA, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Casurina, Grand Cayman Island, AL
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Valcon
         Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Beverly Wilshire, Beverly Hills, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 17-18, 2009
   NATIONAL ASSOCIATION OFBANKRUPTCY TRUSTEES
      NABT Spring Seminar
         The Peabody, Orlando, Florida
            Contact: http://www.nabt.com/

Apr. 20, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         John Adams Courthouse, Boston, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

Apr. 28-30, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

May 14-16, 2009
   ALI-ABA
      Chapter 11 Business Reorganizations
         Langham Hotel, Boston, Massachusetts
            Contact: http://www.ali-aba.org

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Dec. 2-4, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   ChinaTs New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency " Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers"the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For TodayTs Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/



                             *********

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.

                    *** End of Transmission ***