TCR_Public/081113.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, November 13, 2008, Vol. 12, No. 271

                             Headlines


1.618 GROUP LLC: RBC Capital Files Involuntary Chapter 7
2W HOMESTEAD: Case Summary & Nine Largest Unsecured Creditors
AAR CORP: Moody's Affirms 'Ba3' Corporate Family Rating
ABITIBIBOWATER INC: Posts $302MM Net Loss in Third Quarter 2008
AC FETT: Case Summary & 20 Largest Unsecured Creditors

ALLEGHENY COUNTY: S&P Holds 'BB' Standard Long-Term Bond Rating
AMANDA REECE: Files for Chapter 11 Protection
AMERICAN GENERAL: Moody's Confirms Junk Ratings on 2 Note Classes
AMERICAN INT'L: Will Shut Down 178 Branches at American General
AMNEX: Bankruptcy Court Confirms Liquidation Plan

APPLIED MATERIALS: To Slash 12% of Global Workforce
ASHTON PLASTIC: Case Summary & 20 Largest Unsecured Creditors
BEARINGPOINT INC: Moody's Junks Corporate Family Rating From 'B2'
BOISE INC: Moody's Holds Ba3 Rating & Changes Outlook to Negative
BRIAN WARD: Voluntary Chapter 11 Case Summary

BRIAN WARD: Voluntary Chapter 11 Case Summary
BRISTOW GROUP: Moody's Holds Ba2 CFR & Sr. Unsecured Notes Rating
BRUNSWICK CORP: S&P Downgrades Corporate Credit Rating to 'B-'
CARLSBAD DEVELOPMENT: Voluntary Chapter 11 Case Summary
CASA DE CAMBIO: Voluntary Chapter 15 Case Summary

CATHOLIC CHURCH: Davenport Trustee Ordered to Name Claimants
CENTENNIAL COMMUNICATIONS: Fitch Puts Ratings on Positive Watch
CHEMTURA CORP: Moody's Downgrades Corporate Family Rating to 'B1'
CHRYSLER LLC: United Auto Workers Won't Cede to More Concessions
CIRCLE CITY: Case Summary & 4 Largest Unsecured Creditors

CORNERSTONE-ORLANDO: Files for Chapter 11 Bankruptcy in Florida
CORNERSTONE-ORLANDO: Case Summary & 19 Largest Unsecured Creditors
CRISTAL INORGANIC: Moody's Maintains 'B2' Corporate Family Rating
CUMULUS MEDIA: Moody's Pares Corporate Family Rating to 'B3'
DANA POINT: Voluntary Chapter 11 Case Summary

DELTA AIR: NWA Merger Completion Cues Shares Conversion
DRESSER INC: S&P Retains 'B' Rating; Changes Outlook to Stable
DRYDEN XII: Moody's Takes Rating Actions on Various Classes
DTN INC: S&P Maintains 'B+' Corporate Credit and Senior Ratings
EDR INC: Case Summary & 10 Largest Unsecured Creditors

ELLINGTON LOAN: Moody's Downgrades Ratings on 24 Tranches
EMBARCADERO AIRCRAFT: S&P Cuts Ratings on Two Classes to 'B-'
FORD MOTOR: To Temporarily Shut 9 North American Plants in Q4
FORD MOTOR: United Auto Workers Won't Cede to More Concessions
GARTNER TRANSPO: Case Summary & 7 Largest Unsecured Creditors

GASTAR EXPLORATION: Limited Liquidity Cues S&P to Junk Ratings
GENERAL MOTORS: Facing Doubts on Ability to Recover from Woes
GENERAL MOTORS: United Auto Workers Won't Cede to More Concessions
GMAC COMMERCIAL: S&P Junks Ratings on Classes L & M Notes
GMAC LLC: Fitch Junks Issuer Default & Sr. Unsecured Debt Ratings

GRANITE CREEK: Case Summary & 20 Largest Unsecured Creditors
GRAPE ENTERPRISE: Voluntary Chapter 11 Case Summary
GRAYSTONE LANDING: Case Summary & 20 Largest Unsecured Creditors
H2O DEVELOPMENT: Case Summary & 15 Largest Unsecured Creditors
HAROLD'S STORES: Shuts Chain; Gordon Bros. Holds GOB Sales

HAWAIIAN TELECOM: Imminent Default Cues Moody's Ratings Downgrade
HIOCEAN REALTY: Files Chapter 11 Plan; Sells Asset to Mozart
INDIANA MERRY-GO-ROUND: Case Summary & Largest Unsec. Creditors
INDIANA MERRY-GO-ROUND: Sec. 341 Meeting Slated for December 12
ION GEOPHYSICAL: S&P Attaches 'BB-' Rating on Corporate Credit

JOHNSON MEMORIAL: Voluntary Chapter 11 Case Summary
JOKER SUPPER: Case Summary & Four Largest Unsecured Creditors
JP MORGAN: Fitch Junks Ratings on Classes N & P Certificates
JPMORGAN TRUST: S&P Cuts Ratings on 120 Classes of Certificates
LA PALOMA: Moody's Downgrades Rating on First Lien Debt to 'B2'

LANDSOURCE COMMUNITIES: Barclays Files Disclosure Statement
LANDSOURCE COMMUNITIES: Parties Object to Barclays' Sale Plan
LAS VEGAS SANDS: $2.1BB Deal Dilutes Sheldon Adelson's Stake
MIDWAY GAMES: Sees Liquidity Woes In 2009 When Notes Become Due
MORGAN STANLEY: To Further Slash Workforce by 19%

NATIONAL WHOLESALE: Files for Chapter 11 Bankruptcy in Delaware
NAZCA CORPORATION: Voluntary Chapter 11 Case Summary
NEW AMERICA: Case Summary & Five Largest Unsecured Creditors
NEWARK BEARS: Bases Loaded Group to Buy Team Out of Bankruptcy
NAZCA CORPORATION: Voluntary Chapter 11 Case Summary

NORTHWEST AIRLINES: Delta Merger Completion Cues Share Conversion
NRG ENERGY: Exelon to Woo Shareholders as Board Snubs $6.2BB Offer
PARK AVENUE GARAGE: Case Summary & 7 Largest Unsec. Creditors
PARK ESTATES: Voluntary Chapter 11 Case Summary
PEDRO GARCIA: Case Summary & 5 Largest Unsecured Creditors

PEOPLE OF THE WAY: Voluntary Chapter 11 Case Summary
PROLOGIS: To Halt Developments, Cut Dividend & Jobs; CEO Resigns
RAMP SERIES: Moody's Downgrades Ratings of 214 Tranches
REHRIG INT'L: To Sell Michigan Facility; Koster as Auctioneer
RIVIERA HOLDINGS: EBITDA Decline Cues S&P to Junk Credit Rating

SIMMONS BEDDING: Seeks Forbearance from Lenders, Delays Q3 Report
SIMONS ASSET: Case Summary & 15 Largest Unsecured Creditors
SIX FLAGS: Fitch Puts Junk Ratings on Negative Watch
SOUTH TEXAS: Case Summary & Largest Unsecured Creditor
SOUTHERN CRESCENT: Case Summary & 6 Largest Unsec. Creditors

STAMFORD CENTER: Wants Plan Filing Period Extended Until March 20
STM DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
STORM CAT: Michael Baker Assesses Subsidiaries' Bankruptcy
SUMMIT GLOBAL: U.S. Trustee Wants Case Converted to Chapter 7
SUSAN PRYOR: Case Summary & 20 Largest Unsecured Creditors

TAL-PORT INDUSTRIES: Case Summary & 19 Largest Unsec. Creditors
TEK INTERACTIVE: Case Summary & 20 Largest Unsecured Creditors
TEK INTERACTIVE: Section 341(a) Meeting Set for December 12
TIAA SEASONED: S&P Keeps 'B' Ratings on Classes P, Q & S Certs.
TRIBUNE CO: S&P Junks Issuer and Corporate Credit Rating From 'B-'

TRUMP ENTERTAINMENT: S&P Junks Corporate Credit Rating From 'B-'
TWEETER HOME: Buyer of Biz. Files Chapter 11 Bankruptcy
TWEETER HOME: Opco Debtors Want Access to Lenders' Cash Collateral
TWEETER HOME: Opco Debtors Want to Secure $20MM DIP Financing
VERASUN ENERGY: Bankruptcy Filing Cues Credit Covenant Default

VERASUN ENERGY: Court to Consider Access to DIP Funding on Dec. 2
VERASUN ENERGY: Jay D. Debertin Resigns as Member of the Board
VERASUN ENERGY: Section 341(a) Meeting Slated for December 2
VERASUN ENERGY: Names James Bonsall as Chief Restructuring Officer
VERASUN ENERGY: Bankruptcy Filing Prompts NYSE to Delist Stock

VERASUN ENERGY: S&P Sees 50%-70% Recovery for Secured Noteholders
W.R. GRACE: Hearing on Asbestos Claimants' Plan Concerns Today
YELLOWSTONE CLUB: Files for Chapter 11 Protection

* Congress' B. Frank to Push for $25BB Bail-out to Auto Makers
* Moody's Reports Risks Rising for Leveraged Closed-end Funds
* Moody's Revises Outlook on For-Profit Hospital Sector to Neg.
* S&P Downgrades Ratings on 509 Classes From 49 RMBS Transactions
* S&P Reports How Troubled Retail Sector Could Affect U.S. CMBS

* S&P Reports Seven More Global Entities Poised for Downgrades
* S&P Says Shaky Markets Don't Rattle Exchanges and Clearinghouses
* S&P Says Market Perception Of Creditworthiness Affects Insurers
* S&P Says Speculative-Grade Credit Spread Tightens To 1,379 BPS
* S&P Says Weak Economy is a Challenge to Asset Securitizations

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000


                             *********

1.618 GROUP LLC: RBC Capital Files Involuntary Chapter 7
--------------------------------------------------------
RBC Capital Markets, an affiliate of Royal Bank of Canada, filed
an involuntary petition under Chapter 7 in the United States
Bankruptcy Court for the Southern District of New York against
energy trader 1.618 Group LLC, Tiffany Kary of Bloomberg News
reports.

RBC Capital asserted $33.2 million in claims against the company,
the report says.

According to Bloomberg, the company was founded by Robert Collins
in 2007.  Mr. Collins also founded the MotherRock LP hedge fund
that collapsed two year ago due to wrong-way bets on natural-gas
futures, the report says.  Mr. Collins served as president of the
New York Mercantile Exchange from 2001 to 2004 and senior vice
president for gas trading at El Paso Corp., the report notes.

Headquartered in New York, 1.618 Group LLC trades energy futures
and over-the-counter contracts on the Nymex and Intercontinental
Exchange Inc. electronic systems.


2W HOMESTEAD: Case Summary & Nine Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 2W Homestead, LP
        13809 Research Blvd., Ste. 1000
        Austin, TX 78750

Bankruptcy Case No.: 08-12195

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
5WS, LP                                            08-12196
BT 15 Acres, LP                                    08-12197
Seward Junction 212 Land, LP                       08-12198

Chapter 11 Petition Date: November 3, 2008

Court: Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Joseph D. Martinec, Esq.
                  martinec@mwvmlaw.com
                  Martinec, Winn, Vickers & McElroy, P.C.
                  600 Congress Avenue, Suite 500
                  Austin, TX 78701
                  Tel: (512) 476-0750
                  Fax: (512) 476-0753

Total Assets: $13,647,712

Total Debts: $21,912,713

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Sneed Vine & Perry, P.C.                         $40,870
Congress Avenue
Austin, TX 78701

Powell, Ebert & Smolik, P.C.                     $13,445
515 Congress Avenue, 20th Floor
Austin, TX 78701

Axiom Engineering, Inc.                          $6,235
13276 Research Blvd., Ste. 208
Austin, TX 78750

Chaparral Land Surveying                         $4,441

AMC Design Group, Inc.                           $1,524

Wilson Cribbs & Goren PC                         $1,395

McLean & Howard LLP                              $577

Chasco Constructors                              $317

HD Utility Construction LLC                      $225


AAR CORP: Moody's Affirms 'Ba3' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 corporate family
and probability of default ratings of AAR Corp.  The rating
outlook is stable.

The Ba3 affirmation reflects AAR's high organic revenue growth
rate, moderate to high debt levels, good liquidity profile and
increased diversification from greater defense-related demand,
versus commercial aviation.  The ratings are constrained, however,
by low free cash flow associated with growth including
expenditures on inventory and equipment, and by risk relating to
the company's investment program in aircraft, both for its own
account as well as through joint venture agreements.  The
affirmation assumes AAR's appetite for non-operational cash uses,
such as share repurchases, will remain restrained, funded from
internal cash flow, and not be materially pursued concurrent with
acquisition or expansion spending.

Since the last recession period, AAR has diversified its revenue
stream, reduced customer concentration and improved operating
efficiency.  The stable outlook reflects a view that defense-
related demand and the established trend toward MRO outsourcing by
commercial airlines should support ratings stability.  Still, the
company's updated business model -- an MRO and supply business
balanced by a defense-related business -- may be tested in coming
periods.  Specifically, given prevailing market conditions and the
financial weakness of many domestic airlines, the potential for
higher bad debt expense and inventory write offs has increased.
AAR's MRO and supply management business lines may face lower
volumes as discretionary repair work is delayed and passenger
miles flown wane.  Lastly, lower desirability of the more vintage
models in AAR's owned and joint venture airplane portfolio could
yield lower returns.  The outlook will remain sensitive to lower
returns, to increased aggressiveness of financial policy, and to
liquidity profile declines.

Ratings that have been affirmed:

  -- Senior unsecured shelf rating (P)Ba3 LGD 4, changed to 58%
     from 56%

  -- Subordinated shelf rating (P)B2 LGD 6, 97%

  -- Preferred shelf rating (P)B2 LGD 6, 97%

  -- Convertible Preferred shelf rating (P)B2 LGD 6, 97%

AAR Corporation, headquartered in Wood Dale, Illinois, is a
diversified provider of parts and services to the worldwide
aviation and aerospace and defense industry.  FY2008 revenues were
approximately $1.4 billion.


ABITIBIBOWATER INC: Posts $302MM Net Loss in Third Quarter 2008
---------------------------------------------------------------
AbitibiBowater Inc. reported a net loss of $302 million on sales
of $1.7 billion for the third quarter 2008.  These results compare
with a net loss of $142 million on sales of $815 million for the
third quarter of 2007, which consisted only of Bowater
Incorporated.  The company's 2008 third quarter results reflect
the full quarter results for Abitibi-Consolidated Inc. and Bowater
Incorporated as a combined company after their combination on
Oct. 29, 2007.

Third quarter 2008 special items, net of tax, consisted of -- an
$18-mill. gain relating to foreign currency changes, a $3 million
gain on asset sales, a $154 million charge related to closure
costs, impairment and severance, and a $65 million charge related
to tax adjustments.  Excluding these special items, the net loss
for the quarter would have been $104 million.  Included in the
charge for closure costs is an impairment charge for the permanent
closure in the third quarter of the Donnacona, Quebec and the
Mackenzie, British Columbia facilities, which were indefinitely
idled during the first quarter of 2008.

"Although the market and overall economy remain very challenging,
we continued to make progress during the third quarter,
particularly with pricing for our paper grades," president and
chief executive officer David J. Paterson, stated.  "Given the
significant decline of the Canadian dollar and rapidly declining
input costs related to recycled fiber and energy, we expect a
significant improvement in our financial results in the fourth
quarter."

"Based on customer input, we expect a further decline in North
American newsprint consumption," Mr. Paterson added.  "In light of
these developments, we plan to reduce capacity in 2009 by taking
50,000 metric tons of downtime monthly recognizing the need to be
flexible, responding to exchange rate volatility, fiber and energy
costs as well as other market and economic developments."

          Bowater Incorporated Credit Facility Amendment

The company's Bowater subsidiary is finalizing an amendment to its
credit facilities with its agent bank.  The amendment will extend
the dates by which the facilities convert into asset backed loan
facilities until the spring of 2009, well as to waive compliance
with certain financial covenant requirements for the third quarter
of 2008.  The company expects to complete this amendment over the
next few days.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 27
pulp and paper facilities and 34 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the company is
also among the world's largest recyclers of old newspapers and
magazines, and has more third-party certified sustainable forest
land than any other company in the world.  AbitibiBowater's shares
trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

AbitibiBowater Inc. still carries Fitch's 'CCC+' Issuer Default
Rating assigned on April 1, 2008.  Outlook is negative.


AC FETT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: A.C. Fett And Sons, Inc.
        2617 Altona Avenue
        New Holstein, WI 53061

Bankruptcy Case No.: 08-32332

Chapter 11 Petition Date: November 10, 2008

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Margaret Dee McGarity

Debtor's Counsel: Curtis R. Czachor
                  Curt@Czachor-Polack.com
                  107 North Broadway, Suite 2
                  P.O. Box 2402
                  Green Bay, WI 54306-2402
                  Tel: (920) 435-7300
                  Fax: 920-437-1421

Estimated Assets: $100,001 to $500,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Debtors' list of 20 unsecured creditors is available
for free at http://bankrupt.com/misc/wieb08-32332


ALLEGHENY COUNTY: S&P Holds 'BB' Standard Long-Term Bond Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'BB' standard
long-term rating on Allegheny County Hospital Development
Authority, Pennsylvania's bonds, issued for West Penn Allegheny
Health System, and removed the rating from CreditWatch with
negative implications, where it was placed on July 30, 2008.  The
outlook is negative.

This action affects the system's $758 million series 2007A fixed-
rate health system revenue bonds.  "While West Penn has failed to
meet financial projections outlined at the time of its 2007 bond
issue, the debt restructuring did successfully decrease debt
service requirements, which removed some of the immediate
financial pressure from the system," said Standard & Poor's credit
analyst Cynthia Keller Macdonald.  "In addition, West Penn's new
management team has implemented sufficient operational,
philosophical, and financial changes, which could lead to an
improved financial position.  However, the situation remains
challenging and a future downgrade is likely if management fails
to post and sustain meaningful improvement in earnings during
fiscal 2009 or cannot keep liquidity above current levels," she
added.

The affirmation of this speculative grade rating reflects a
complete restructuring of the management team and governance,
including changes in all leadership positions; a comprehensive
review by third party consulting firms into all major aspects of
the system's operations, including physicians; a depleted balance
sheet with extremely thin liquidity resulting from cash flow
needs, capital spending, and market value losses; and poor
operating results in 2007 and 2008.  While operating losses
continue through the first quarter of fiscal 2009, results are
well ahead of management projections.  West Penn has a stable
market position with largely flat inpatient admissions over the
past three fiscal years, although there have been some signs of
growth this fall.  Nevertheless, West Penn's market share is
clearly second to its main competitor, 'AA-' rated University of
Pittsburgh Medical Center.

The negative outlook reflects the complexity and difficulties
associated with this turnaround, including the fact that the new
team is totally rethinking the system's mission and vision on a
hospital by hospital basis.  While the current financial profile
is more indicative of a lower rating, the worst year is most
likely behind the system, and if the executive team and board of
directors, with full time assistance from its consultants, is
successful in returning earnings to breakeven over the final
quarters of fiscal 2009, then the 'BB' rating with a stable
outlook may be appropriate.  Year-to-date results indicate
progress is being made toward a turnaround, but at this rating
level, there is little cushion for any negative or unexpected
events.  Failure to meet projections at any time during the next
year could result in a downgrade.  A higher rating is unlikely
over the short to intermediate term as West Penn's turnaround, by
design, is scheduled to take several years, after which time the
system will need additional time to rebuild its financial cushion.

West Penn Allegheny Health System was formed as a single obligated
entity with its 2000 financing and includes four acute care
hospitals at six locations in and around the Pittsburgh area.


AMANDA REECE: Files for Chapter 11 Protection
---------------------------------------------
Amanda Reece has filed for Chapter 11 protection, listing $980,000
in assets and $1.9 million in liabilities, The Associated Press
reports.

According to The AP, Ms. Reece, who lives in Cleveland, ended up
in a feud over $182,000 in "Depression-era currency" found in the
walls of her home by contractor Bob Kitts during a remodeling
project in April 2006.  The report says that Mr. Kitts asked for a
share but he and Ms. Reece couldn't agree on how to split the
cash.  Mr. Kitts got $25,230, but the Cuyahoga County probate
magistrate, Charles Brown, ordered him to split it with the estate
of the man who hid the cash during "the Depression," according to
the report.

The AP relates that Ms. Reece said that she had spent $14,000 of
the money and that $60,000 was stolen from her closet.

A bank recently foreclosed on a Cleveland house she owns with
$60,750 due on a $62,300 mortgage that she took out a week after
the money was found, The AP states.  Ms. Reece, a mortgage loan
officer, said that she is loaded with credit card debt, and the
properties she purchased in 2003 and 2004, near the peak of the
real estate boom, have lost value.


AMERICAN GENERAL: Moody's Confirms Junk Ratings on 2 Note Classes
-----------------------------------------------------------------
Moody's Investors Service confirmed the ratings on these notes
issued by American General CBO 2000-1 Ltd.:

Class Description: Subordinated Class D-1 Notes Due 2012

  -- Prior Rating: Ca, on review for possible upgrade
  -- Prior Rating Action Date: Nov. 19, 2007
  -- Current Rating: Ca

Class Description: Subordinated Class D-2 Notes Due 2012
  -- Prior Rating: Ca, on review for possible upgrade
  -- Prior Rating Action Date: Nov. 19, 2007
  -- Current Rating: Ca

According to Moody's, although the transaction has delevered, this
rating action takes into account the lack of excess spread in the
deal, as demonstrated by the 87.6% Class D Interest Coverage Ratio
reported by the trustee as of Oct. 10, 2008.  In addition, the
pool has significant exposure to assets rated Caa1 and below, as
well as substantial concentration in a few industries and issuers.
The transaction's underlying collateral pool consists primarily of
bonds.


AMERICAN INT'L: Will Shut Down 178 Branches at American General
---------------------------------------------------------------
Hugh Son at Bloomberg News reports that American International
Group Inc. will close 178 branches at American General Finance
Inc., the money-losing consumer finance unit it is trying to sell.

AIG acquired Evansville, Indiana-based American General in 2001.
It has more than 1,500 branches.

Bloomberg relates that the shutdown will result in the layoffs of
about 380 workers.

American General said that due to economic conditions, it has re-
evaluated its branch business segment.  Based upon this review,
the company announced on Nov. 5, 2008, that it will consolidate
certain branch operations and close 178 branch offices throughout
the United States during fourth quarter 2008, including all branch
offices in these states:

     -- Connecticut,
     -- Maine,
     -- Massachusetts,
     -- New Hampshire, and
     -- Rhode Island.

All customers of these closed branch offices will be serviced by
our other local or regional branch offices.  As a result of the
branch office closings, the number of employees of the branch
business segment will be reduced by approximately 380.

American General expects to incur a pre-tax charge in the fourth
quarter of 2008 of approximately $13 million, the primary
components of which are $6 million in lease termination costs,
$4 million in fixed asset disposals, and $3 million in employee
severance and outplacement services.  American General doesn't
anticipate any additional future cash expenditures as a result of
those actions.

According to Bloomberg, the consumer finance division reported a
$434 million loss in the third quarter, which included a goodwill
impairment charge and more reserves for loan losses.  American
General  has cut back on offering new loans "to a minimal level,"
AIG said in a statement.

Bloomberg states that AIG's CEO Edward Liddy is cutting risks tied
to U.S. mortgages after four straight quarterly net losses that
total more than $40 billion.  According to Bloomberg, Mr. Liddy
said that American General is among units to be sold -- including
U.S. life insurance and plane leasing -- to repay the loan portion
of a $150 billion government rescue package.

                  About American International

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

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

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

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

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

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

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

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

                        *     *     *

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

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


AMNEX: Bankruptcy Court Confirms Liquidation Plan
-------------------------------------------------
According to Bankruptcy Data, a U.S. Bankruptcy Court confirmed
AMNEX's Plan of Liquidation that provides for the liquidation and
conversion of all of the Debtor's assets to cash and the
distribution of the proceeds, net of fees and expenses, to holders
of claims in accordance with their relative priority.

Unsecured creditors will be paid a pro rata share of their claims
while holders of equity interests will receive no distribution,
the report says.

                           About AMNEX

AMNEX, Inc. and American Network Exchange, Inc., dba AMNEX, aka
AMNEX Acquisition Corp., filed for chapter 11 protection on May 5,
1999 (Bankr. S.D.N.Y. Case Nos. 99-21110 and 99-21111).  On
May 19, 1999, the cases where transferred to Manhattan from White
Plains and consolidated the cases under Case No. 09-43019.

On May 10, 1999, a subsidiary, Crescent Public Communications,
Inc. also filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 99-10183).  Crescent's case however wasn't consolidated with
AMNEX's.

Attorneys at Traiger & Hinckley LLP, Rosenman & Colin, LLP, and
Otterbourg, Steindler, Houston & Rosen, represent the Debtors.
Ravin, Sarasohn, Cook, Baumgarten, Fisch & Rosen, P.C.,
represented the Official Committee of Unsecured Creditors.  On
April 27, 2000, the Court approved Lowenstein Sandler, P.C., as
substitute counsel.


APPLIED MATERIALS: To Slash 12% of Global Workforce
---------------------------------------------------
Applied Materials, Inc. said yesterday it intends to implement a
restructuring program designed to streamline the organization and
reduce operating costs "in light of deteriorating economic
conditions and market uncertainties."

Applied plans to begin implementing the program in the first
quarter of fiscal 2009 and to complete the program by the end of
fiscal 2009.  When completed, the program is expected to result in
annualized cost savings of approximately $400 million.  As part of
the program, Applied expects to eliminate 1,800 positions, or
approximately 12% of its global workforce, through a combination
of attrition, voluntary separation and other workforce reduction
actions.  Changes to the company's workforce will vary by country,
based on local legal requirements and consultations with employee
works councils and other employee representatives, as applicable.
The company expects that all employee-related charges under the
program will result in cash expenditures and that these charges
will be recorded in fiscal 2009.

Due to the variability of costs associated with voluntary
separation programs, Applied is unable at this time to make a good
faith determination of cost estimates, or ranges of cost
estimates, associated with the program.

On Wednesday, Applied said 2008 fiscal fourth quarter net sales
were $2.04 billion, down from $2.37 billion for the fourth quarter
of fiscal 2007, and up from $1.85 billion for the third quarter of
fiscal 2008.  It said GAAP net income was $231 million, down from
net income of $422 million, for the fourth quarter of fiscal 2007,
and up from $165 million for the third quarter of fiscal 2008.

Applied had $10.9 billion in total assets, including $1.4 billion
in cash and equivalents; and $3.4 billion in total liabilities,
including $2.9 billion in current liabilities as of October 26,
2008.

Based in Santa Clara, California, Applied Materials, Inc. (Nasdaq:
AMAT) -- http://www.appliedmaterials.com/-- manufactures a broad
portfolio of innovative equipment, services and software products
for the fabrication of semiconductor chips, flat panel displays,
solar photovoltaic cells, flexible electronics and energy-
efficient glass.


ASHTON PLASTIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor:        Ashton Plastic Products, Inc.
               1150 S. Patton Street
               Xenia, OH 45385

Bankruptcy
Case No.:      08-35607

Chapter 11
Petition Date: November 5, 2008

Court:         U.S. Bankruptcy Court
               Southern District of Ohio (Dayton)

Judge:         Lawrence S. Walter

Debtor's
Counsel:       Alfred Wm. Schneble, III, Esq.
               Phillips Law Firm, Inc.
               9521 Montgomery Road
               Cincinnati, OH 45242
               513-985-2500
               Fax : 513-985-2503
               Email: bud@phillipslawfirm.com

Total Assets:  $257,850

Total Debts:   $1,557,211

A list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/ohsb08-35607.pdf


BEARINGPOINT INC: Moody's Junks Corporate Family Rating From 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded BearingPoint's corporate
family rating to Caa2 from B2, its unsecured subordinated
convertible notes ratings to Ca from Caa1, and its speculative
grade liquidity rating to SGL-4 from SGL-3.  In addition, Moody's
kept the ratings under review for further possible downgrade.

The downgrade was based on the company's failure to meet its
operating performance targets despite significant cost reductions
stemming from ongoing restructuring initiatives.  The downgrade
also reflects the company's depleting cash balance ($333 million
at Sept. 30, 2008, down from $469 million at the beginning of the
year) and inability to generate free cash flow.  The company has
revised downward its projected 2008 free cash flow and year-end
cash balance several times since the beginning of the year, and
has now withdrawn all guidance for the remainder of the year.  The
lack of free cash flow, historical pattern of working capital
usage during the early part of each year, challenges in
maintaining and growing revenue based on reduced financial
flexibility, current weak macro economic environment, and tight
credit markets raise concerns about the company's ability to
retain sufficient liquidity in light of its $200 million 5% senior
subordinated convertible notes, which can be put to the company at
the investor's option on April 15, 2009.

While the company reported improved operating income and margins
for the three and nine months ended Sept. 30, 2008, its free cash
flow was negative $132.5 million year-to-date (versus a full year
2008 projection of $30-100 million as of last February).  Despite
the stable performance of the Public Services segment, which
reported strong bookings for the quarter, the company's overall
cash flow continues to be hampered by unprofitable performance in
certain business lines within Commercial Services and Financial
Services as well as in certain local practices globally.  To the
extent BearingPoint cannot stem its cash outflows, particularly in
light of near-term seasonal working capital needs, there is a high
likelihood that the company will restructure its debt if it cannot
raise sufficient cash through asset sales.  Given the April 2009
put date and slower than anticipated improvement in the company's
free cash flow, Moody's believes that any strategic actions to
raise cash or restructure debt will likely occur on an accelerated
timetable.

The ongoing review will focus on the outcome of the company's
evaluation of strategic alternatives.  In October, the company
retained AlixPartners to assist with upcoming negotiations to
restructure its debt.  In August, the company announced that it
had hired Greenhill & Co. in January to explore strategic
alternatives to reduce or restructure debt, including the sale of
the company.

Moody's last rating action was on Sept. 29, 2008, when Moody's
placed the company's ratings under review for possible downgrade.

Ratings downgraded and kept under review for further possible
downgrade:

  -- Corporate Family Rating: Caa2 from B2

  -- Probability of Default Rating: Caa3 from B2

  -- $250 million Series A Subordinated Convertible Notes to Ca
     (LGD4, 69%)

  -- $200 million Series B Subordinated Convertible Notes to Ca
     (LGD4, 69%)

  -- Short-Term Liquidity Rating SGL-4 from SGL-3

Headquartered in McLean, Virginia, BearingPoint, Inc. provides
information technology consulting and managed services to
commercial and governmental entities worldwide.


BOISE INC: Moody's Holds Ba3 Rating & Changes Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded Boise Inc.'s speculative
grade liquidity rating to SGL-3 from SGL-2.  The SGL-3 rating
indicates adequate liquidity, but Moody's expects covenant
compliance to be tighter over the next four quarters.  The
company's corporate family rating remains Ba3 and the outlook was
changed to negative from stable.  The change to a negative outlook
was prompted by uncertainties regarding the decrease in demand for
certain of the company's products, the economic slowdown, and
volatility of the credit markets.  All other ratings were
affirmed.

Moody's believes the company's operating performance will continue
to be challenged by the economic slowdown, reduced demand, and
still high energy, fiber, and chemical costs.  As a result,
covenant compliance is also expected to be tighter over the next
four quarters.  At Sept. 30, 2008, the actual total leverage ratio
was 4.27x versus a required ratio of 4.75x under the first lien
credit agreement.  The interest coverage ratio was 2.77x versus a
required ratio of 2.25x under the same credit facility.  However,
the covenants change to 4.50x and 2.375x in the fourth quarter of
2008 and to 4.25x and 2.5x in the second quarter of 2009.
Therefore, Moody's expects the company to manage a modest cushion
under its covenant compliance with a potential need to renegotiate
covenant levels over the near term.

Boise maintains a $250 million senior secured bank credit facility
that is committed until 2013.  At Sept. 30, 2008, aggregate
outstanding amounts were $65 million, with availability of
approximately $158 million after considering outstanding letters
of credit.  The company currently has approximately $27 million of
cash on the balance sheet.

The Ba3 corporate family rating continues to reflect the company's
market position as the third largest producer of uncoated free
sheet paper in North America, favorable industry supply trends
from recent consolidation and rationalization actions, and recent
pricing improvements.  The negative outlook considers the reduced
financial flexibility during an economic slowdown, challenges of
shifting to higher margin specialty products, input cost
pressures, and declining demand in certain of Boise's products.


Ratings Downgraded:

  -- Speculative Grade Liquidity Rating, downgraded to SGL-3 from
     SGL-2.

Ratings Affirmed:

  -- Corporate Family Rating, Ba3
  -- First Lien Secured Revolver, Ba2 (LGD3, 36%)
  -- First Lien Secured Term Loan A, Ba2 (LGD3, 36%)
  -- First Lien Secured Term Loan B, Ba2 (LGD3, 36%)
  -- Second Lien Secured Term Loan, B1 (LGD5 81%)

Boise Inc., headquartered in Boise, Idaho, is the third largest
North American producer in uncoated free sheet paper and has a
significant presence in the markets for linerboard, corrugated
containers, and specialty and premium paper products.


BRIAN WARD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Brian Ward Agency, Inc.
        Suite A
        500 SW 3rd Street
        Lee's Summit, MO 64063

Bankruptcy Case No.: 08-44678

Chapter 11 Petition Date: November 6, 2008

Court: Western District of Missouri (Kansas City)

Debtors' Counsel: Ronald S. Weiss, Esq.
                  Email: rweiss@bdkc.com
                  Berman DeLeve Kuchan & Chapman
                  911 Main St., Suite 2230
                  Kansas City, MO 64105
                  Tel: (816) 471-5900
                  Fax: (816) 842-9955

Estimated Assets: not disclosed

Estimated Liabilities: not disclosed

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


BRIAN WARD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Brian Ward Agency, Inc.
        Suite A
        500 SW 3rd Street
        Lee's Summit, MO 64063

Bankruptcy Case No.: 08-44678

Chapter 11 Petition Date: November 6, 2008

Court: Western District of Missouri (Kansas City)

Debtors' Counsel: Ronald S. Weiss, Esq.
                  Email: rweiss@bdkc.com
                  Berman DeLeve Kuchan & Chapman
                  911 Main St., Suite 2230
                  Kansas City, MO 64105
                  Tel: (816) 471-5900
                  Fax: (816) 842-9955

Estimated Assets: not disclosed

Estimated Liabilities: not disclosed

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


BRISTOW GROUP: Moody's Holds Ba2 CFR & Sr. Unsecured Notes Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Bristow Group Inc.'s (BRS) Ba2
Corporate Family Rating (CFR) and the Ba2 (LGD 4, 55%) rating of
its senior unsecured notes. Moody's also changed the outlook to
stable from negative. The stable outlook reflects the less
aggressive expansion program which will likely accelerate de-
leveraging, the company's improving profitability and decreasing
leverage as it expands into the deep water markets with larger
helicopters, the expectation of continuing strong demand in the
deep water market given the current drilling environment, a
demonstrated willingness to issue equity to fund expansion, and a
continued dominant market position.

Under Moody's Loss Given Default Methodology (LGD), the senior
unsecured notes are not notched from the CFR due to sufficient
asset cover within the parent obligor and guarantor subsidiaries.
However Moody's notes that the majority of the company's
helicopter fleet is owned by, and the consolidated cash flows are
generated by, the international non-guarantor subsidiaries as the
international markets have provided greater proportion of growth
opportunities. The senior notes have funded a significant portion
of the non-guarantor growth without the benefit of upstream
guarantees, and if the company were to raise additional future
debt at the parent company to fund further international growth,
Moody's would likely review the note rating to determine if a
notch below the CFR may be warranted at that time.

BRS has a strong liquidity position based on cash balance,
available revolver capacity, and cash flow which will allow it to
fund its future medium and large helicopter purchases without
incurring additional debt. This, combined with the significantly
higher profitability of these helicopters, would likely result in
a decrease in leverage from current levels at the top of the 3x
debt/EBITDA range to more moderate levels consistent with the
current Ba2 rating.

Bristow Group Inc. headquartered in Houston, TX, is a provider of
helicopter transportation services to the oil and gas industry
worldwide.


BRUNSWICK CORP: S&P Downgrades Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Lake Forest, Illinois-based Brunswick
Corp.  The corporate credit rating was lowered to 'B-' from 'BB-',
and it was removed from CreditWatch, where it was placed with
negative implications on Oct. 10, 2008, based on a likely bank
covenant violation in the fourth quarter.  The rating outlook is
negative.

The issue-level rating on Brunswick Corp.'s senior unsecured debt
will remain on CreditWatch with negative implications, reflecting
S&P's concern that a proposed amendment to the company's revolving
credit facility could possibly change its status from an unsecured
debt obligation to a secured debt obligation.  This would impair
recoveries for existing unsecured noteholders in the event of a
payment default.  S&P will review its issue-level and recovery
ratings once the company has completed its negotiations with
lenders and details of the amendment are available.  Total debt
outstanding at Brunswick was $726.7 million as of Sept. 27, 2008.

"The ratings downgrade and negative rating outlook are based on
severe economic pressures on recreational marine demand caused by
declining consumer confidence and disposable income, shrinking
credit availability, and the effects of financial market
instability," said Standard & Poor's credit analyst Andy Liu.  "We
are also concerned about the effect of market conditions on
Brunswick's dealer base."

Based on preliminary industry statistics, U.S. retail demand for
boats in the fiberglass segment decreased nearly 40% in the third
quarter year over year, and the demand slowdown has spread to
regions outside of the U.S.  For the quarter, Brunswick's net
sales decreased 22%, caused by significant weakness at the boat
and marine engine segments, which were down 36% and 21%,
respectively.  Over the same period, Brunswick had an operating
loss of $32.2 million (excluding goodwill and trade name
impairment charges and other one-time charges), versus an
operating profit of $24.8 million in the prior-year period
(excluding trade name impairment charges).  The company is
substantially reducing its boat production rate in order to manage
inventory levels at its dealers.  The fitness segment registered
an 8% sales increase, as commercial equipment sales (i.e., to
fitness clubs and hotel operators) continued to offset lower
consumer sales.  The bowling and billiards segment sales were down
3%, caused by lower consumer product sales and fewer centers in
operation during the quarter versus the prior-year period.

For the 12 months ended Sept. 27, 2008, the EBITDA margin was 3.5%
(adding back noncash restructuring charges and other noncash
charges) -- a material deterioration from 6.2% at the end of 2007.
Other key credit metrics experienced similar declines.  Lease-
adjusted EBITDA coverage of interest and lease-adjusted total debt
to EBITDA were 2.1x and 4.4x, respectively, for the 12 months
ended Sept. 27, 2008 (again, adding back noncash restructuring
charges and other noncash charges).  For the same 12-month period,
Brunswick generated a discretionary cash flow deficit of about
$64 million.  This figure includes 2007 dividends of $52.6
million, which has been significantly reduced for 2008.  The
declared dividend for 2008 is about $4 million.


CARLSBAD DEVELOPMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Carlsbad Development I, LLC
        P.O. Box 71494
        Salt Lake City, UT 84171

Bankruptcy Case No.: 08-27768

Chapter 11 Petition Date: November 6, 2008

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

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

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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


CASA DE CAMBIO: Voluntary Chapter 15 Case Summary
-------------------------------------------------
Debtor: Casa de Cambio Majapara S.A. de C.V.
        Agustin M. Chavez Numero 1 Interior 103
        Colonia Zona Centro Ciudad of Santa Fe
        Delegacion Alvaro Obregon CP 01210
        Mexico City, FD

Bankruptcy Case No.: 08-30669

Chapter 15 Petition Date: November 11, 2008

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Mark L Radtke
                  mradtke@shawgussis.com
                  Shaw Gussis Fishman Glantz, et al.
                  321 N Clark St., Ste. 800
                  Chicago, IL 60610
                  Tel: (312) 276-1325
                  Fax: (312) 275-0566

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million


CATHOLIC CHURCH: Davenport Trustee Ordered to Name Claimants
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa has
ordered counsel for Robert L. Berger, the Diocese of Davenport's
settlement trustee, to contact the Chapter 7 Trustees of the
21 tort claimants, who self-identified as having filed a
bankruptcy proceeding.  Judge Lee M. Jackwig directed the counsel
to provide those Chapter 7 Trustees with the tort claimants'
names, case numbers, and dollar amounts to be awarded from the
Diocese's Qualified Settlement Trust.

Judge Jackwig added that the counsel will provide a copy of any
proof of claim to the Chapter 7 Trustees.  The Court said that in
all public filings, proceedings and settings related to the
personal bankruptcy cases, the Chapter 7 Trustees will (i) not
disclose anything about the nature of the Bankrupt Tort Claimants'
claims, which will be referred only as generic "tort claims," and
(ii) make no reference to the Diocese's Chapter 11 case.  Judge
Jackwig reminded that failure to comply with the directive will be
deemed a "sanctionable matter."

The Court has also directed the counsel to file a status report
regarding the contacted Chapter 7 Trustees.  Accordingly, the
counsel filed with the Court this information:

Claim No.    Bankruptcy Filing     Status Report
---------    -----------------     -------------
     4        Ch. 7 filed in 2007   This case is still open.
              in the Northern       Settlement Trustee is waiting
              District of Iowa      for estimate from Chapter 7
                                    Trustee.

19 & 114     Ch. 7 filed in 2001   Ch.7 Trustee is waiting for
              in San Diego, Calif.  US Trustee to reopen case.

    29        Ch. 7 filed in 2001   Counsel for Ch. 7 Trustee has
              in Dubuque, Iowa      provided estimate.  The
                                    remaining issue is when the
                                    money will be distributed by
                                    the Settlement Trustee to the
                                    Ch. 7 Trustee.

    38        Ch. 7 filed in 1990   The US Trustee will reopen
              in Davenport, Iowa    the case, and appoint a Ch. 7
                                    Trustee.

    44        Ch. 7 filed in 1985   Ch. 7 Trustee will attempt to
              in Omaha, Nebraska    locate the case, and respond
                                    with a decision soon.

With respect to the personal bankruptcy cases being administered
by Chapter 7 Trustees Bruce P. Kriegman, Wesley B. Huisinga and
Renee K. Hanrahan, and for the Chapter 7 Trustees included in the
counsel's status report, the Court has directed Mr. Berger to turn
over the estimated amounts necessary to pay all debts, fees and
costs to the Chapter 7 Trustees today.

With respect to the cases that have been or will be reopened to
administer the assets in issue, Judge Jackwig asked the affected
Chapter 7 Trustees to provide Mr. Berger with their estimates.
Upon request or upon turnover of the estimated amounts, Mr.
Berger will provide the Chapter 7 Trustees with both "the internal
IRS memo and the Special Arbitrator's letter discussed on the
record."

No sooner than Nov. 14, but no later than Dec. 15, 2008, Judge
Jackwig told the counsel to file an updated status report and, if
necessary, a request regarding a procedure to dispose of any cases
that remain unresolved.

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Court approved on April 3, 2008, the Diocese of
Davenport's second amended disclosure statement explaining its
joint plan of reorganization.  The Committee is a proponent to the
plan, which was confirmed on April 30, 2008.  (Catholic Church
Bankruptcy News, Issue No. 129; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


CENTENNIAL COMMUNICATIONS: Fitch Puts Ratings on Positive Watch
---------------------------------------------------------------
Fitch Ratings has affirmed the long- and short-term Issuer Default
Ratings for AT&T Inc:

-- Long-term IDR at 'A';
-- Short-term IDR at 'F1'.

In addition, Fitch has affirmed the ratings assigned to AT&T's
debt classes and the IDRs and ratings of the other AT&T-related
issuers.  The Rating Outlook is Stable.

In addition, Fitch has placed the ratings for Centennial
Communications Corp. and its subsidiaries on Rating Watch
Positive:

Centennial Communications Corp.

-- IDR 'B';
-- Senior unsecured notes 'CCC+/RR6'.

Centennial Cellular Operating Co.

-- IDR 'B';
-- Senior secured credit facility to 'BB/RR1';
-- Senior unsecured notes to 'BB/RR1'.

The rating actions reflect AT&T's Nov. 7, 2008 announcement that
it will acquire Centennial for $944 million in cash.  Including
the value of Centennial's debt, the total value of the acquisition
is approximately $2.8 billion.  Centennial provides wireless
services to 1.1 million subscribers in the Midwest and Southeast
U.S., as well as Puerto Rico and the U.S. Virgin Islands.  The
companies have not disclosed potential synergies but they could be
large, given existing roaming arrangements in the Southeast and
Midwest properties.  In addition, Centennial has a backbone
network in Puerto Rico that would provide further synergies to
AT&T's business customers.

The transaction is subject to regulatory approvals and the
approval of Centennial's shareholders, among other closing
conditions.  Centennial's largest shareholder, Welsh, Carson,
Anderson & Stowe, has agreed to vote in favor of the transaction.
Approvals are expected to be obtained by the end of the second
quarter of 2009.

Centennial's ratings were placed on Rating Watch Positive owing to
the pending acquisition by AT&T.  Fitch expects Centennial's term-
loan facility to be repaid at the close of the transaction, and
will monitor AT&T's intentions with respect to the remainder of
Centennial's outstanding debt.  Fitch anticipates resolving the
Rating Watch status at, or prior to, the closing of the
transaction.

AT&T's rating incorporates Fitch's expectations that, on a long-
term basis the company has the financial flexibility to maintain
leverage in a range appropriate for the current rating category.
At the end of third-quarter 2008 (3Q'08), leverage was 1.75 times
(x), toward the high end of Fitch's expectations for the rating
category and higher than AT&T's target level of 1.3x to 1.5x.
Importantly, AT&T ceased repurchasing common stock in 3Q'08, and
reduced debt by $3.4 billion in the quarter.  Due to the continued
stress in the credit and banking markets, the company's current
plans are to continue to direct free cash flow toward debt
reduction during the remainder of 2008.  Fitch notes that the
periodic nature of spectrum acquisitions, which are needed to
support continued strong wireless growth, has contributed to the
temporary higher leverage level.  Fitch expects that EBITDA growth
and potential debt reduction will return AT&T's credit-protection
metrics back into AT&T's target range.

AT&T's ratings also reflect its diversified revenue mix, its
significant size and economies of scale as the largest wireless,
wireline and enterprise services operator in the U.S., as well as
Fitch's expectation that AT&T will benefit from continued growth
in wireless operating cash flows.  In 3Q'08, wireless segment
revenues grew 15.4% while generating approximately 39% of total
segment revenues.  In order to support the growth needs of its
wireless business and to remain competitive in future years
through the deployment of fourth-generation wireless technologies,
in the first half of 2008 AT&T spent approximately $9.1 billion on
wireless spectrum in the 700 megahertz (MHz) frequency band.
Issues to monitor regarding AT&T's ratings include competition in
the consumer line of business and the pressure of economic
weakening on its lines of business during the remainder of 2008
and in 2009.  To offset the effects of these factors on cash flow,
AT&T must continue to be successful in controlling costs, achieve
merger-related synergies and successfully implement its network-
based video strategy.

At the end of 3Q'08, AT&T had $76.8 billion in debt outstanding,
and cash amounted to $1.6 billion.  AT&T's liquidity is strong.
To back its commercial paper program, AT&T currently has a five-
year credit facility that expires in July 2011 with an estimated
$9.4 billion of availability (Lehman Brothers Bank, Inc. composed
$595 million of the original $10 billion facility).  The principal
financial covenant in both agreements requires debt-to-EBITDA, as
defined in the agreements, to be no more than 3x.  For the last 12
months ending Sept. 30, 2008, AT&T produced $2.9 billion in free
cash flow after dividends.  There has been expense pressure on
free cash flow in 2008 owing to subsidies AT&T is providing in
marketing the latest version of Apple Inc.'s iPhone, but the
iPhone's strong sales should contribute to improved revenues and
profitability in 2009.

AT&T's debt maturities in 2009 and 2010 are approximately $7.5
billion and $3.8 billion, respectively.  The maturities
incorporate debt that can be put to AT&T, where appropriate.

Fitch has affirmed these ratings with a Stable Outlook:

AT&T Inc.

-- Long-term IDR at 'A';
-- Senior unsecured at 'A';
-- Bank credit facilities at 'A';
-- Short-term IDR at 'F1';
-- Commercial paper at 'F1'.

AT&T Corp.

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

BellSouth Corp.

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

BellSouth Capital Funding Corp.

-- Senior unsecured at 'A'.

BellSouth Telecommunications, Inc.

-- IDR at 'A';
-- Senior unsecured at 'A'.

AT&T Mobility LLC (formerly Cingular Wireless, LLC)

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

New Cingular Wireless Services, LLC (formerly AT&T Wireless
Services, Inc.)

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

SBC Communications Capital Corp.

-- Senior unsecured at 'A'.

Ameritech Capital Funding

-- Long-term IDR 'A';
-- Senior unsecured 'A'.

Indiana Bell Telephone Company

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

Michigan Bell Telephone Company

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

Pacific Bell Telephone Company

-- Long-term IDR at 'A';
-- Senior unsecured v'A'.

Wisconsin Bell Telephone Company

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

Southwestern Bell Telephone Company

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


CHEMTURA CORP: Moody's Downgrades Corporate Family Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service lowered Chemtura Corporation's Corporate
Family Rating to B1 from Ba2 and also lowered the company's
outstanding debt ratings to B1.  This concludes the review of the
ratings that was initiated in December of 2007 following
management's announcement that it was considering a wide range of
strategic alternatives to enhance shareholder value.  The rating
action reflects that Chemtura's operational performance has not
resulted in credit metric improvement in line with Moody's prior
expectations.  The outlook is stable.

The B1 ratings reflect Chemtura's high pro forma leverage, weak
credit metrics and ongoing challenges at the non flame retardant
Plastic Additives segment.  Chemtura's LTM pro forma leverage as
of Sept. 30, 2008, was 4.3X (Debt/EBITDA - adjusted for unusual
one time items).  Retained cash flow in 2008 to date (adjusted for
one time items) was $282 million and was about 15% of debt.

Moreover, Moody's believes the upcoming debt maturity of
$370 million in July of 2009 is a significant concern in a time of
challenging capital market conditions.  Moody's recognizes that
management is aware of this liquidity challenge as evidenced by a
recently announced five point plant to improve liquidity.  This
plan includes the expectation of improving via 1) inventory
reductions that may net cash over several quarters; 2) reducing
capital spending to $140 million in 2008 (depreciation is about
$220 million in 2008); 3) possible divestitures although a
material divestiture may require bank approval; 4) possible
further rationalization of capacity to reduce costs and
discretionary spending; and 5) the suspension of the dividend,
which will conserve cash of some $48 million per year.  Moody's
views the dividend suspension as a prudent and difficult move that
indicates the board's heightened concern over the need to assure
liquidity in this difficult environment.

In the event refinancing of the debt in the capital markets is
unattractive management may use the proceeds of yet to be
completed asset sale(s) to meet this obligation.  However if these
two options are not available the company would need to rely on
other sources of liquidity including cash balances ($107 million
at the end of September 2008) and an existing committed
$740 million revolver that matures in March of 2010.  Chemtura
remains compliant with its covenants in the debt agreement however
Moody's believes that the current headroom under the revolver
covenant is tighter than expected for a Ba2 rated entity,
particularly with the leverage covenant that is at 2.7 times
versus the 3.0 times required.  At the end of the third quarter
incremental EBITDA headroom under the leverage test is less than
$45 million which would mean that a 10% decline in LTM EBITDA
would put undue pressure on this metric absent further debt
reduction.

The stable outlook is supported by Moody's belief that the
company's five point plan will allow for the successful
refinancing of the notes.  In the event of further tightening of
covenant headroom as function of reduced EBITDA, or unexpected
increases in debt, the rating or outlook would be reconsidered.
Moody's will monitor management's efforts to improve liquidity and
refinance the debt maturity.

Ratings lowered:

  -- Corporate Family Rating: B1 from Ba2

  -- Senior notes, $500 million due 2016: B1 from Ba2 -- LGD4
     (54%)

  -- Senior Unsecured Notes, $150 million due 2026: B1 from Ba2 -
     LGD4 (54%)

  -- Senior Unsecured Notes, $370 million due 2009: B1 from Ba2 -
     LGD4 (54%)

Headquartered in Middlebury, Connecticut, Chemtura manufactures a
variety of polymer and rubber additives, castable urethane pre-
polymers, ethylene propylene diene monomer, crop protection
chemicals, brominated flame-retardants, recreational water
treatment chemicals, and brominated/fluorinated specialty
chemicals.  In For the LTM period ending Sept. 30, 2008, the
company had revenues of $3.7 billion.


CHRYSLER LLC: United Auto Workers Won't Cede to More Concessions
----------------------------------------------------------------
Bill Koenig at Bloomberg News reports that the United Auto Workers
union has said no to calls to yield more to help advance a bailout
of General Motors Corp., Ford Motor Co., and Chrysler LLC.

Bloomberg relates that Alan Reuther, UAW's lobbyist in Washington,
said that the labor costs "aren't out of line" with those in U.S.
factories owned by Asian and European automakers.  "We're not the
problem," the report quoted Mr. Reuther as saying.

According to Bloomberg, UAW agreed in 2007 to cut new worker pay
in half and end fixed pensions.

Bloomberg states that the Democratic lawmakers are proposing
$25 billion in new liquidity for automakers, after GM said last
week that its cash may be insufficient for the company to continue
operating.

Bloomberg relates that GM will lay off in January 2009 about 1,100
workers at its assembly complex, including 160 at a plant that
stamps metal parts for GM's Chevrolet Cobalt small car, because
the company is slowing production to make up for sluggish sales.
According to the report, that may not generate enough sympathy to
win votes for a bailout among some in Congress.

       Financial Bailout Raises Questions on GM Management

Matthew Dolan and Alex P. Kellogg at The Wall Street Journal
report that Rick Wagoner's future as GM's CEO may be affected by
the government financial bailout.  WSJ relates that while Ford
Motor said it is preparing for the future without depending on
additional governmental loans, GM said the bailout was necessary
for the firm's survival, raising deeper questions about decisions
made by the firm's management.

According to WSJ, GM spokesperson Tony Cervone said on Wednesday,
"it doesn't do anybody any good to speculate" on conditions the
government might tie to financial help.  "We have been careful not
to be prescriptive with respect to terms of any loan program, but
we do believe in the restructuring GM has undergone and don't
believe it would be constructive to make a management change," the
report quoted Mr. Cervone as saying.

House Financial Services Chairperson Barney Frank said on
Wednesday that the CEOs of GM, Ford Motor, and Chrysler, and the
United Auto Workers, have been invited to attend a hearing on the
financial aid package next Wednesday, WSJ states.

        Pension Programs Wouldn't Saddle Gov't With Debts

Darrell A. Hughes at Dow Jones Newswires reports that General
Motors Corp. said on Wednesday that its pension programs wouldn't
become government liabilities in the short term, regardless of
what happens to the company financially in the coming months.

Dow Jones quoted GM spokesperson Renee Rashid-Merem as saying, "On
a combined basis we remain overfunded."  Dow Jones relates that
GM's plan for salary workers is overfunded, but the plan for its
hourly workers is underfunded by $500 million.

Because of its overall pension status, GM doesn't expect "any
minimum funding requirements for both hourly and salary plans in
the next three to four years," Dow Jones says, citing Ms. Rashid-
Merem.  According to Dow Jones, Ms. Rashid-Merem explained that GM
changed its investment strategy to more conservative securities in
2007, which has contributed to financial stability in the pension
programs.

Dow Jones states that the U.S. Pension Benefit Guaranty Corp.,
which insures retirement savings for 44 million employees,
confirmed that they are monitoring the automotive industry.
Financial and economic uncertainties have led to speculation that
a government bailout is needed if the Congress wants to ensure the
auto industry stays afloat and that the PBGC "isn't left on the
hook" for auto industry pensions like that of GM, the report says.
According to the report, liabilities from the programs could lead
to a significant increase to the PBGC's $14 billion deficit, if GM
collapses and fails to fund its pensions, liabilities from the
programs.

Dow Jones relates that PBGC Director Charles Millard told the
Congress last month that GM's pension program wouldn't currently
affect the agency's future liabilities, and PBGC officials have
said they were pleased that GM agreed to assumed $3.4 billion in
pension liabilities from its former unit, Delphi Corp.  Citing Mr.
Millard, Dow Jones states that a portion of Delphi's pensions were
transferred to GM in September, and the second and final portion
of transferring will be done when Delphi emerges from bankruptcy.

                    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.


CIRCLE CITY: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor:        Circle City Transport, Inc.
               PO Box 5525
               Dothan, AL 36302-5525

Bankruptcy
Case No.:      08-11858

Chapter 11
Petition Date: November 5, 2008

Court:         U.S. Bankruptcy Court
               Middle District of Alabama (Dothan)
Judge:         Dwight H. Williams Jr.

Debtor's
Counsel:       Collier H. Espy, Jr.
               Espy, Metcalf & Espy, P.C.
               P.O. Drawer 6504
               Dothan, AL 36302-6504
               334-793-6288
               Email: KC@EMPPC.COM

Total Assets:  $1,000,001 to $10,000,000

Total Debts:   $1,000,001 to $10,000,000

A list of the Debtor's four largest unsecured creditors is
available for free at: http://bankrupt.com/misc/almb08-11858.pdf


CORNERSTONE-ORLANDO: Files for Chapter 11 Bankruptcy in Florida
---------------------------------------------------------------
Cornerstone-Orlando LLC made a voluntary Chapter 11 filing before
the United States Bankruptcy Code in the United States Bankruptcy
Court for the Middle District of Florida.

Elizabeth A. Green, Esq., at Lathham, Shuker, Eden and Beaudine
LLP, said rental income has slowed due to the recent economic
downturn nationwide and member of The Cornerstone LLC, who owns
99% of the company, refused to provide additional equity
contribution.  Moreover, members Marc Sheils Trust and Sofia Lugo
Trust filed a lawsuit in Federal District Court in Orlando against
The Cornestone, Cornerstone Enterprises and Cameron Kuhn alleging
fraud, Ms. Green said.  A motion to dismiss the complaint was
filed on Oct. 10, 2008, she added.

On May 28, 2008, LBUBS 2007-C2 Lake Eola Park Inc. commenced a
foreclosure action and filed a motion to appoint a receiver in
that action.  LBUBS and the company entered into an agreement that
requires the company to file for bankruptcy to obtain the
necessary equity infusion.

In conjunction with the filing, the company also filed a Chapter
11 plan of reorganization and a disclosure statement explaining
the plan.

According to Bloomberg News, all equity interest in the company
and issuing new equity to Orlando Medical Exchange LLC for about
$2 million will be canceled under the Plan.  LBUBS, holding
$24.9 million in claims, will be paid $500,000, and retain its
claim against the company, the report says.  Unsecured creditors
owing as much as $781,000 will be paid in full, the report notes.

Confirmation of the plan is expected to occur by March 9, 2008.

Bloomberg News say LBUBS will be permitted to appoint a receiver
and foreclosure on the property of the company if it failed to
obtain confirmation.

A full-text copy of the company's disclosure statement is
available for free at

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

A full-text copy of the company's Chapter 11 plan of
reorganization is available for free at

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

Headquartered in Orland, Florida, Cornerstone-Orlando LLC owns an
office and commercial condominium.


CORNERSTONE-ORLANDO: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Cornerstone-Orlando, LLC
        101 S Garland Avenue, Suite 301
        Orlando, FL 32801

Bankruptcy Case No.: 08-0595

Chapter 11 Petition Date: November 10, 2008

Type of Business: The Debtor owns and operates a condominium.

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Elizabeth A. Green, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  bankruptcynotice@lseblaw.com

Total Assets: $20,000,000

Total Debts: $26,164,688

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Meyer Development Svcs.        trade debt        $111,500
5244 S. Riverview Circle
Hormosassa, FL 34448

Atlantic Constructors          debt              $88,931

One Source                     trade debt        $53,909

Thyssen Krupp                  trade debt        $18,703

McCartney & Company            trade debt        $14,216

Travelers                      insurance         $9,872

Brownie's Walter Solutions     trade debt        $4,900

D&A Building Svcs.             trade debt        $3,745

JLN Cabling & Integration      trade debt        $3,210

Tri-Mechanical Svcs.           trade debt        $2,318

Bayside Staffing               trade debt        $2,500

Stump Dietrich, et al.         legal services    $1,803

ASI-Modulex                    trade debt        $1,320

Trane                          trade debt        $1,250

Stump Story, et al.            legal services    $907

Muzak                          trade debt        $798

CAN Surety                     insurance         $757

ASM Dev. Svcs                  trade debt        $450

Shelble Press Printing &       trade debt        $167
Graphics


CRISTAL INORGANIC: Moody's Maintains 'B2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the existing ratings (Corporate
Family Rating -- CFR of B2) of Cristal Inorganic Chemicals Ltd.
CIC is currently pursuing an amendment to its existing bank
agreements.

The proposed amendment would provide a minimum of $200 million of
additional cash equity from an affiliate of the sponsor (Cristal
Global) in exchange for relaxation of financial covenants, and
certain other changes that would greatly increase the sponsor's
ability to ensure that CIC remains in compliance with its
financial covenants and has the financial flexibility to operate
in a weaker economic environment.  Moody's believes that this
amendment, if obtained, would improve the credit profile and
liquidity of CIC.  However, CIC's B2 Corporate Family Rating had
already incorporated the expectation that the sponsors would
provide additional capital as needed.

Assuming that debt holders vote in favor of this amendment, and
CIC is able to reduce the term loan debt by over $150 million or
generate roughly $60 million of EBITDA for the two quarters ending
on March 31, 2009, Moody's would likely move the outlook to stable
as these events would greatly increase the chance that CIC would
remain in compliance with the amended financial covenants in its
bank facility over the next 18-24 months without further capital
from its sponsor.

Cristal Inorganic Chemicals, headquartered in Hunt Valley,
Maryland, is the world's second largest producer of titanium
dioxide.  The company is also a producer of performance chemicals,
including TiCl4 and ultrafine TiO2.  Revenues were $1.4 billion
for the year ending Dec. 31, 2007.  CIC is a wholly owned
subsidiary of The National Titanium Dioxide Company Limited, which
operates a large, low-cost, TiO2 facility in Yanbu, Saudi Arabia.


CUMULUS MEDIA: Moody's Pares Corporate Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded Cumulus Media Inc.'s
Corporate Family Rating to B3 from B1, its Probability of Default
Rating to Caa1 from B2 and the rating on its $850 million credit
facility ($100 million revolver due 2012 and $750 million term
loan due 2014) to B3 from B1.  The rating outlook is negative.
This concludes Moody's review that was initiated on Nov. 3, 2008.

The rating downgrades reflect Moody's expectation that Cumulus'
revenue and cash flow will likely come under increasing pressure
due to the slowdown in consumer spending, its impact on corporate
profits, and the resulting cutbacks in advertising and marketing
budgets by several industries.  Moody's therefore believes that
Cumulus' debt-to-EBITDA leverage will not trend towards the mid-6x
range commensurate with its former B1 rating.  The negative
outlook reflects Moody's concerns over uncertainty regarding
Cumulus' ability to remain in compliance with its financial
maintenance covenants under its credit facility, especially when
the leverage covenant steps down in Q1 2009.  Moody's believes
that a potential remedy of covenant problems could involve a
significant step-up in pricing, thereby pressuring the company's
cash flow.  Notably, the company had a significant cash balance of
$61 million as of Sept. 30, 2008, and Moody's expects the company
to use this cash to predominantly pay down its debt rather than
for shareholder-friendly activities.

Moody's has taken these rating actions:

Cumulus Media Inc.

  -- Corporate family rating: downgraded to B3 from B1

  -- Probability-of-default rating: downgraded to Caa1 from B2

  -- $100 Million Secured Revolver due 2012: downgraded to B3 from
     B1 (LGD 3, 34%)

  -- $750 Million Secured Term Loan due 2014: downgraded to B3
     from B1 (LGD 3, 34%)

  -- Outlook: Revised to Negative from Under Review for Possible
     Downgrade

Cumulus' B3 CFR reflects high debt-to-EBITDA leverage of 7.8x
(incorporating Moody's standard adjustments) at Sept. 30, 2008,
expectations for deterioration of revenue and cash flow over the
next 12-18 months due to the weak economic and advertising
climate, and consequently weaker credit metrics as well as
concerns regarding potential covenant violations under the credit
facility.  In addition, the rating reflects the inherent
cyclicality of the advertising business, cross media-competition
faced by radio for audience and advertising revenue, and the
maturity of the radio business.

Cumulus' ratings continue to benefit, nonetheless, from the
geographic and cash flow diversity of the company's station
portfolio, its clustering strategy which yields format diversity,
and dominant market positions and heavier proportion of local
advertising revenue.

Cumulus Media Inc., headquartered in Atlanta, Georgia is a radio
broadcaster that, upon completion of all pending acquisitions,
will own or operate (directly and through its investment in
Cumulus Media Partners, LLC) 340 radio stations in 66 markets.
Revenue and EBITDA (Moody's adjusted) for the LTM period ended
Sept. 30, 2008 were $321 million and $101 million, respectively.


DANA POINT: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Dana Point, LLC
        7613 South Jordan Landing Boulevard
        West Jordan, UT 84084

Bankruptcy Case No.: 08-27662

Chapter 11 Petition Date: November 3, 2008

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Russell S. Walker
                  rwalker@wklawpc.com
                  Woodbury & Kesler
                  Suite 300, 265 East 100 South
                  Salt Lake City, UT 84111
                  Tel: (801) 364-1100
                  Fax: (801) 359-2320

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $500,001 to $1,000,000

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


DELTA AIR: NWA Merger Completion Cues Shares Conversion
-------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
dated Oct. 31, 2008, Delta Air Lines, Inc., reported that, in
light of its completed merger with Northwest Airlines Corporation
on October 29, each outstanding share of Northwest common stock --
including those shares issuable pursuant to Northwest's Plan of
Reorganization under Chapter 11 -- was converted into and became
exchangeable for 1.25 shares of
Delta common stock and cash in lieu of any fractional shares.

Delta issued approximately 339 million shares of Delta common
stock either to former holders of Northwest common stock or to be
held for issuance pursuant to Northwest's Chapter 11 Plan, Delta
President Edward H. Bastian informed the SEC.

Based on the closing price of $7.99 per share of Delta common
stock on the New York Stock Exchange on October 29, 2008, the last
trading day before the closing of the Merger, the aggregate
value of the consideration paid in connection with the Merger to
former holders of Northwest common stock or to be held for
issuance pursuant to Northwest's Plan was approximately
$2.7 billion.

Upon the closing of the Merger, Northwest became a wholly-owned
subsidiary of Delta and the shares of Northwest common stock,
which traded under the symbol "NWA", have ceased trading on, and
are being delisted from, the New York Stock Exchange, the
statement added.

                     Merger Equity Awards

As previously disclosed, Delta's Board of Directors and
stockholders have approved the issuance of equity to substantially
all employees of the combined company in connection with the
Merger.  Just under 10% of Delta's outstanding equity
capitalization on a fully-diluted basis will be delivered to
substantially all of Delta's and Northwest's U.S. based employees
in the form of unrestricted common stock, which can be held or
sold immediately.  International employees will receive cash
awards instead of stock due to the complexities associated with
stock in many foreign jurisdictions.  Approximately 600 to 700
leaders of Delta will receive restricted shares of common stock
and/or non-qualified stock options instead of the awards
described.

The leadership grants will take approximately three years to
fully vest and, unlike the unrestricted stock provided to most
employees, recipients of the leadership grants cannot realize
immediate value from their awards.  The determination of Delta's
outstanding equity capitalization on a fully-diluted basis gives
effect to the shares of common stock issued to the stockholders
of Northwest in the merger and to the equity grants made to
employees.

All awards made to officers under Delta's Merger Award Program,
will be in the form of restricted stock and stock options that
will vest or become exercisable, as the case may be, over a three
year period, though participants risk forfeiture of those awards
under certain circumstances.  To the extent these awards are not
forfeited, they will vest (i) with respect to 20% of the shares
on each of May 1, 2009, Nov. 1, 2009 and May 1, 2010, and
(ii) with respect to the remaining 40% of the shares on Nov. 1,
2011.

The specific terms of the leadership grants are set forth in the
MAP, which was adopted on Oct. 29, 2008 by the Personnel &
Compensation Committee of the Delta board of directors.  The MAP
is an equity-based long-term incentive program for leadership
employees of Delta and its subsidiaries, including Northwest, and
is intended to retain leadership employees following the Merger
and to align their interests with Delta?s other employees and
stakeholders.

The MAP was adopted under, and is subject to Delta's 2007
Performance Compensation Plan.

          Delta Assumes NWA 2007 Stock Incentive Plan

In a filing with the SEC dated Nov. 10, 2008, Mr. Anderson
reported that pursuant to the Merger Agreement, the NWA Stock
Incentive Plan was assumed by Delta at the effective time of the
merger.

Mr. Anderson says that any award outstanding under the NWA Plan
at the Effective Time that was not otherwise settled upon the
Merger was assumed by Delta and converted into an award
referenced by Delta common stock -- subject to, and in accordance
with, the same terms and conditions applicable to the
corresponding Northwest award, except that the number of shares
of Delta common stock subject to each converted award is equal to
the product, rounded down to the nearest whole number of shares
of Delta common stock, of (i) the number of shares of Northwest
common stock, subject to the corresponding Northwest stock option
appreciation right, and (ii) 1.25.

The exercise price for converted options and stock appreciation
rights is equal the applicable per share exercise price for the
shares of Northwest common stock divided by 1.25, Mr. Anderson
reported.

                     New Officers of Delta

Mr. Bastian noted that effective on the closing of the Merger,
the Delta board of directors increased its size from 11 members
to 13 members.

Richard K. Goeltz, Victor L. Lund and Walter E. Massey resigned
from the Delta board of directors; and Roy J. Bostock, John M.
Engler, Mickey P. Foret, Rodney E. Slater, and Douglas M.
Steenland, each of whom previously served as a director of
Northwest, were elected to the board of directors of Delta, Mr.
Bastian said.

According to Mr. Bastian, the Actions were pursuant to the terms
of the Merger Agreement, which required that, upon the Closing of
the Merger, the board of directors of Delta will be made up of 13
members, consisting of:

   (1) seven members of the Delta board of directors, including:

       * Daniel A. Carp, the current chairman of the board of
         directors of Delta, who will continue to serve as the
         non-executive chairman of the board of directors; and

       * Richard H. Anderson, the current chief executive officer
         of Delta;

   (2) five members of the Northwest board of directors,
       including:

       * Mr. Bostock, who served as chairman of the Northwest
         board of directors prior to the closing of the Merger
         and who will serve as a non-executive vice chairman of
         the Delta board of directors,; and

       * Mr. Steenland, who served as chief executive officer of
         Northwest prior to the closing of the Merger; and

   (3) Kenneth C. Rogers, a Delta pilot, as the representative
       designated by the Delta Master Executive Council, the
       governing body of the Delta unit of the Air Line Pilots
       Association, International.

Richard H. Anderson, Daniel S. Carp, John S. Brinzo, Eugene I.
Davis, David R. Goode, Paula Rosput Reynolds, Kenneth C. Rogers,
and Kenneth B. Woodrow will continue as members of the Delta
board of directors, Mr. Bastian said.

Members of the Audit Committee of the Delta board of directors
are John S. Brinzo, Chair; Roy J. Bostock; John M. Engler; Paula
Rosput Reynolds; and Rodney E. Slater.

        Parties Seek Determination on Airline Operations

The Atlanta-Journal Constitution reports that Delta and ALPA have
submitted separate applications to the National Mediation Board,
"seeking a determination that Delta and Northwest make up a
single carrier."

"If the [NMB] determines that Delta and Northwest are a single
carrier across the Company, as Delta contends, unions would have
14 days to show interest from at least 35 percent of employees in
a craft or class to trigger union representation elections,"
according to the report.

According to AJC, ALPA sought the Determination as part of its
collective bargaining agreement with Delta, and will aid in
establishing a single pilot bargaining unit.

However, the International Association of Machinists believes
that the filings are "premature" and could give Delta the
opportunity to de-unionize the rest of the labor groups, the
newspaper reports.

The Association of Flight Attendants also told AJC that it plans
to file an objection.

Delta spokesman Kent Landers commented that procedures for
addressing union representation and integrating employee
seniority lists "should begin promptly" so employees and
customers can reap more benefits of the Merger.

Northwest is heavily unionized, while Delta's pilots are the only
workforce with union representation.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

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

                          About Delta Air

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

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

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

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.


DRESSER INC: S&P Retains 'B' Rating; Changes Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Dresser
Inc. to stable from negative.  At the same time, S&P affirmed
S&P's ratings on Dresser, including the 'B' corporate credit
rating.  As of Sept. 30, 2008, Dresser has approximately
$2.1 billion of debt outstanding, adjusted for operating leases,
accrued warranty costs, and postretirement benefit obligations.

The outlook revision was based on Dresser's successful completion
of its 2007 audit as well as improved financial metrics since the
buyout in 2007; specifically debt to EBITDA improving to 6.7x for
TTM June 2008 from 9.4x as of April 2007.

The rating on Addison, Texas-based Dresser reflects concerns about
the company's highly-leveraged financial profile, weak coverage
ratios, and meaningful exposure to the inherently cyclical oil and
gas industry.  These weaknesses are only partially offset by its
well-established and diverse product offerings and its large
aftermarket services component of its revenues.


DRYDEN XII: Moody's Takes Rating Actions on Various Classes
-----------------------------------------------------------
Moody's Investors Service has taken actions on one credit default
swap and these notes issued by Rutland Rated Investment in the
context of the Dryden XII transactions.

Transaction: Dryden XII

Class Description: $5,000,000 Tranche A2-$LS Notes Due June 2013-1

  -- Prior Rating: A3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Baa3

Class Description: $20,000,000 Tranche A3A-$LS Notes Due June
2013-1

  -- Prior Rating: A3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Baa3

Class Description: $38,500,000 Tranche A3-$LS Notes Due June
2013-1

  -- Prior Rating: A3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Baa3

Class Description: $1,000,000 Tranche A3B-$LS Notes Due June
2013-1

  -- Prior Rating: A3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Baa3

Class Description: $1,000,000 Tranche A3-$FS Notes Due June 2013-1

  -- Prior Rating: A3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Baa3

Class Description: $55,000,000 Tranche A4-$L Notes Due June 2013-1

  -- Prior Rating: Baa1
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Ba1

Class Description: $3,000,000 Tranche A4-$FC Notes Due June 2013-1

  -- Prior Rating: Baa1
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Ba1

Class Description: $10,000,000 Tranche A4-$F Notes Due June 2013-1

  -- Prior Rating: Baa1
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Ba1

Class Description: $3,000,000 Tranche A5-$LS Notes Due June 2013-1

  -- Prior Rating: Baa2
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Ba2

Class Description: $10,000,000 Tranche A6-$F Notes Due June 2013-1

  -- Prior Rating: Baa2
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Ba3

Class Description: $5,000,000 Tranche A7-$L Notes Due June 2013-1

  -- Prior Rating: Baa3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: B1

Class Description: $3,000,000 Tranche A7-$LC Notes Due June 2013-1

  -- Prior Rating: Baa3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: B1

Class Description: $6,000,000 Tranche A7B-$FS Notes Due June
2013-1

  -- Prior Rating: Baa3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: B1

Class Description: $5,000,000 Tranche A7-$LS Notes Due June 2013-1

  -- Prior Rating: Baa3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: B1

Class Description: $10,000,000 Tranche A7B-$LS Notes Due June
2013-1

  -- Prior Rating: Baa3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: B1

Class Description: $5,000,000 Tranche B1-$LS Notes Due June 2013-1

  -- Prior Rating: Baa3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: B2

Class Description: $12,500,000 Tranche B1B-$LS Notes Due June
2013-1

  -- Prior Rating: Baa3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: B2

Class Description: $10,000,000 Tranche B2-$L Notes Due June 2013

  -- Prior Rating: Ba1
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Caa1

Class Description: EUR5,000,000 Tranche A7-ELS Notes Due June
2013-1

  -- Prior Rating: Baa3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: B1

Transaction: Dryden XII Additional Issuance I

Class Description: Class A1A-$LS

  -- Prior Rating: A3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Baa2

Transaction: Dryden XII Additional Issuance II

Class Description: Class A3C-$LS

  -- Prior Rating: A3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Baa3

Transaction: Dryden XII Additional Issuance III

Class Description: Class A6-$L

  -- Prior Rating: Baa2
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Ba3

Transaction: Dryden XII Additional Issuance IV

Class Description: Class A4B-$L

  -- Prior Rating: Baa1
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Ba1

Class Description: Class A4C-$L

  -- Prior Rating: Baa1
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Ba1

Class Description: Class A4-EL

  -- Prior Rating: Baa1
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Ba1

Transaction: Dryden XII IG Synthetic CDO 2006-2

Class Description: Class A1A-$LS

  -- Prior Rating: Aaa
  -- Prior Rating Date: 19 June 2006
  -- Current Rating: Aa2

Class Description: Class A1-$LS

  -- Prior Rating: Aaa
  -- Prior Rating Date: 19 June 2006
  -- Current Rating: Aa3

Transaction: Dryden XII -- IG Series 24 Synthetic CDO 2006-2
Linked CDS (Credit Default Swap)

Class Description: Series 24 Linked CDS

  -- Prior Rating: Baa3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: B1

Transaction: Dryden XII IG Synthetic CDO 2006-3

Class Description: Class A7-$F

  -- Prior Rating: Baa2
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Ba3

Class Description: Class A6-$LS

  -- Prior Rating: Baa2
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Ba3

Class Description: Class A6B-$L

  -- Prior Rating: Baa2
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Ba3

Class Description: Class B1-$L

  -- Prior Rating: Baa3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: B2

Transaction: Dryden XII -- IG Series 26 Synthetic CDO 2006-3

Class Description: Class A3-EL

  -- Prior Rating: A3
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Baa3

Class Description: Class A6-EL

  -- Prior Rating: Baa2
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Ba3

Class Description: Class A6B-EL

  -- Prior Rating: Baa2
  -- Prior Rating Date: Aug. 26, 2008
  -- Current Rating: Ba3

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, Fannie Mae and Freddie Mac, which were
placed into the conservatorship of the U.S. government on Sept. 8,
2008.

Furthermore, Moody's explained that the rating actions on certain
tranches also reflect the negative action taken by Moody's on the
Insurance Financial Strength rating of MBIA Insurance Corporation
which acts as the guarantor of MBIA Inc., the GIC provider in
relation to these tranches.  On Nov. 7, 2008, Moody's downgraded
the Insurance Financial Strength rating of MBIA Insurance
Corporation to Baa1.

The Dryden XII transactions are synthetic CDO tranches referencing
the same managed pool of corporate entities.


DTN INC: S&P Maintains 'B+' Corporate Credit and Senior Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior secured credit ratings on Omaha, Nebraska-based
DTN Inc.  S&P also removed the ratings from CreditWatch with
developing implications, where S&P placed them on Sept. 17, 2008.
The outlook is stable.

The ratings affirmation follows the October 2008 Telvent Git S.A.
acquisition of DTN for a total of $445 million, or about 7.7x
estimated 2008 EBITDA.  Telvent is an information technology
company that specializes in value-added, real-time products,
services, and integrated solutions to customers in targeted
industrial sectors.  Abengoa SA, a set of diversified
industrial and technology companies that apply innovative
solutions for sustainable development in the infrastructure,
environment, and energy sectors, owns 62% of Telvent.

The ratings on DTN consider the credit quality of Telvent and
Abengoa, even though DTN is financed separately from its parent
companies, and its lenders benefit from protective covenants.
S&P's approach to rating corporate families includes a review of
the strategic relationship between a company and its parent(s),
because a parent wields significant influence over its
subsidiaries.  In most cases, a subsidiary would not be rated
higher than its parent.

The ratings for DTN also reflect its relatively mature end
markets, a long-term decline in subscribers, and highly
competitive market conditions.  Still, the company maintains
leading market positions in niche segments, has a reasonably
diversified customer base, and credit measures are good for the
ratings.

"The stable outlook reflects S&P's expectation that DTN will
continue to offset declines in its subscriber base through
improved profitability, partly due to increased average revenue
per user," said Standard & Poor's credit analyst Liz Fairbanks.
S&P expects the company will use excess free cash flow to reduce
debt, which will lead to an improving financial profile. Still,
ratings upside potential is limited at present, by S&P's view of
the credit quality of its ultimate parent, Abengoa.  Abengoa
operates in diverse businesses, but is highly leveraged.

"Alternatively, S&P do not envision ratings downside potential
over the intermediate term, baring a reversal in DTN's business
trends," she continued.


EDR INC: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------
Debtor: EDR, Inc.
        dba Jimboy's Tacos
        33 W. 8th Street
        Reno, NV 89503

Bankruptcy Case No.: 08-52166

Chapter 11 Petition Date: November 10, 2008

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Alanr R. Smith, Esq.
                  mail@asmithlaw.com
                  The Law Office of Alan R. Smith
                  505 Ridge Street
                  Reno, NV 89501-1717
                  Tel: (775) 786-4579
                  Fax: (775) 786-3066

Estimated Assets: $50,000 to $100,000

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Internal Revenue Service       940/941           $684,000
PO Box 21126
Philadelphia, PA 19114

Gina Rapisura                  loan              $110,000
2454 Spring Flower Drive
Phoenix, AZ 85072-2674

Nevada Dept. Taxation          sales tax         $67,000

Pete Cladianos, III            rent              $35,000

Nevada Development Sec.        fees              $19,714

Reno Disposal                  services          $14,023

Tate Propp Beggs & Sugimoto    tax preparation   $11,901

University East LLC            fees              $4,100

Burgarello Alarm               services          $1,620

Washoe County                  property          $391


ELLINGTON LOAN: Moody's Downgrades Ratings on 24 Tranches
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 24
tranches from 2 subprime RMBS transactions issued by Ellington
Loan Acquisition Trust.  The collateral backing these transactions
consists primarily of first-lien, fixed and adjustable-rate,
subprime residential mortgage loans.

These actions are a result of Moody's September 18, 2008,
announcement that it had updated its loss projections on first-
lien subprime RMBS.

Complete rating actions:

Issuer: Ellington Loan Acquisition Trust 2007-1

  -- Cl. A-1, Downgraded to A3 from Aaa
  -- Cl. A-2b, Downgraded to A3 from Aaa
  -- Cl. A-2c, Downgraded to Baa1 from Aaa
  -- Cl. A-2d, Downgraded to Baa2 from Aaa
  -- Cl. M-1, Downgraded to Ba1 from Baa1
  -- Cl. M-2, Downgraded to B2 from Ba1
  -- Cl. M-3, Downgraded to Caa2 from B1
  -- Cl. M-4, Downgraded to Caa3 from B2
  -- Cl. M-5, Downgraded to C from Caa2

Issuer: Ellington Loan Acquisition Trust 2007-2

  -- Cl. A-1, Downgraded to A3 from Aaa
  -- Cl. A-2a, Downgraded to Aa2 from Aaa
  -- Cl. A-2b, Downgraded to A3 from Aaa
  -- Cl. A-2c, Downgraded to Baa1 from Aaa
  -- Cl. A-2d, Downgraded to Baa2 from Aaa
  -- Cl. A-2e, Downgraded to Baa1 from Aaa
  -- Cl. A-2f, Downgraded to Baa2 from Aaa
  -- Cl. M-1a, Downgraded to Ba2 from Baa1
  -- Cl. M-1b, Downgraded to Ba2 from Baa1
  -- Cl. M-2a, Downgraded to B2 from Ba1
  -- Cl. M-2b, Downgraded to B2 from Ba1
  -- Cl. M-3, Downgraded to Caa2 from B1
  -- Cl. M-4a, Downgraded to C from B2
  -- Cl. M-4b, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3


EMBARCADERO AIRCRAFT: S&P Cuts Ratings on Two Classes to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 notes from series 2000-1 issued by Embarcadero
Aircraft Securitization Trust to 'B-' from 'B' and to 'B-' from
'BBB-', respectively.  Additionally, S&P assigned a negative
outlook to both classes.

The downgrades reflect value declines in the transaction's
aircraft portfolio (as the value is an indicator of future lease
revenues), a trend that S&P expects to continue, coupled with the
effect of a correction of a previous interpretation of the payment
priority mechanisms within the structure.

As with many aircraft securitizations originated in the late 1990s
and early 2000s, this transaction has a significant concentration
of older aircrafts--some of which, in S&P's view, are likely to
become economically obsolete earlier than S&P originally
anticipated.  The weighted average age of the 29 aircraft in the
Embarcadero transaction, which was issued in 2000, is
approximately 17.9 years.  These planes, which include older B737s
and MD80s, are less fuel-efficient than newer models, which led
S&P to adjust its useful life and depreciation assumptions.
Furthermore, S&P believes the slowing global economy that
continues to pressure the airline industry lessens the credit
quality of airline lessees contained in this securitization pool.

The rating actions reflect more conservative stress assumptions,
which are outlined below.  S&P also concluded that it had
previously misinterpreted the principal payment allocation
priorities at the time of S&P's July 2008 rating actions.  S&P now
has concluded that the A-1 and A-2 notes will amortize
concurrently and therefore do not warrant a rating distinction.

                 Typical Stress Assumptions

   Rating                               BBB(ii)     B(ii)
   ------                               -------     -----
   Lease decline 2 start(i)             2008-2012   2008-2012
   Lease decline 3 start                2014-2017   2014-2017
   Length of lease declines (mos)         48          48
   Lessee defaults -- declines 2 & 3     82%-90%      62%-71%
   Lease rate decline -- declines 2 & 3  53%-62%      26%-38%
   Repossession/remarketing time (mos)    7-9         4-6
   Lease term -- declines 2 (mos)           36          36
   Repossession costs ($ mil.)          0.2-1.5     0.2-1.5

(i)At inception, S&P assumed that the securitization would
experience three stresses in which lease payments decline due to a
combination of lessee defaults and lower lease rates.  Given the
seasoning of this securitization, S&P believes that the
transaction is only vulnerable to two remaining declines over the
remaining life of the deal. (ii)Rating stress analysis; not
indicative of the credit ratings assigned to the EAST notes.

The A-1 notes were not refinanced on the originally expected
maturity date in 2003 and now have an outstanding balance of
$308.08 million.  Amortization began in September 2007 and,
although the A-1 notes will begin to receive an increasing share
of principal going forward, it will be difficult for the A-1
notes to fully pay out by the final maturity date given the
current appraised value of the fleet ($317.1 million) and S&P's
forecasted cash flows generated by the planes in the
securitization.

The A-2 notes have a significantly smaller outstanding balance
($2.35 million), but are currently receiving negligible amounts of
available principal.  As the A-1 notes amortize according to the
extended pool factors (scheduled amortization tables), the payment
mechanism within the structure that allocates principal among
subclasses will continue to divert a larger share of principal to
pay down the A-1 notes.  S&P upgraded the A-2 notes to 'BBB-' from
'BB+' in July 2008 based on an inaccurate principal payment
allocation among subclasses.  S&P now has revised the principal
payments to this class as the allocation of principal to the A-2
note continues to contract.  This structural payment mechanism
leads S&P to conclude that the A-1 and A-2 notes will amortize
concurrently, and therefore do not warrant a rating distinction.
S&P's stressed cash flow analyses for rating levels higher than
'B-' indicate that the A-2 notes could default with an outstanding
balance ranging between $100,000 and $500,000 (original balance
$175 million).

The outlook for both classes is negative.  S&P's rating actions
and outlooks incorporate its current expectations of a continued
downturn in the global aviation market, driven by global recession
or slow growth trends, and by high (albeit recently reduced) jet
fuel prices.


FORD MOTOR: To Temporarily Shut 9 North American Plants in Q4
-------------------------------------------------------------
Bill Koenig at Bloomberg News reports that Ford Motor Co. will
temporarily shut down nine North American vehicle-assembly
factories in the fourth quarter 2008, as the company cuts
production after an 18% decline in its U.S. sales this year.

According to Bloomberg, Ford Motor spokesperson Angie Kozleski
said in an interview that factories in these states, which  have
23,000 production workers, will be affected:

     -- Michigan,
     -- Minnesota,
     -- Ohio,
     -- Missouri,
     -- Kentucky,
     -- Ontario, and
     -- Mexico.

Bloomberg states that these factories will close for all of
December: Louisville, Kentucky, factory, which builds Explorer
sport-utility vehicles; and St. Paul, Minnesota, plant, which
makes Ranger small pickup trucks.  Plants in Oakville and St.
Thomas, Ontario, and Kansas City, Missouri, will be closed for a
total of three weeks this month and December, Bloomberg reports. A
factory in Avon Lake, Ohio, will close for two weeks, while one-
week shutdowns are planned at facilities in Flat Rock, Michigan;
Hermosillo, Mexico; and Wayne, Michigan, according to Bloomberg.

Ford Motor will shut down a Louisville truck factory from the
middle of December until early in 2009 to add large SUVs, while a
Wayne plant will be temporarily closed at the end of November to
be retooled to make small cars, beginning in 2010, Bloomberg
relates, citing Mr. Kozleski.

As reported in the Troubled Company Reporter on Nov. 10, 2008,
Ford Motor's President and CEO Alan Mulally told employees that
the automaker will reduce an additional 10% in North American
salaried personnel-related costs by the end of January 2009.
Bloomberg relates that Mr. Mulally is reducing production to match
declining demand for cars and light trucks, including declines of
30% in October and 35% in September.

                  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-'.


FORD MOTOR: United Auto Workers Won't Cede to More Concessions
--------------------------------------------------------------
Bill Koenig at Bloomberg News reports that the United Auto Workers
union has said no to calls to yield more to help advance a bailout
of General Motors Corp., Ford Motor Co., and Chrysler LLC.

Bloomberg relates that Alan Reuther, UAW's lobbyist in Washington,
said that the labor costs "aren't out of line" with those in U.S.
factories owned by Asian and European automakers.  "We're not the
problem," the report quoted Mr. Reuther as saying.

According to Bloomberg, UAW agreed in 2007 to cut new worker pay
in half and end fixed pensions.

Bloomberg states that the Democratic lawmakers are proposing
$25 billion in new liquidity for automakers, after GM said last
week that its cash may be insufficient for the company to continue
operating.

Bloomberg relates that GM will lay off in January 2009 about 1,100
workers at its assembly complex, including 160 at a plant that
stamps metal parts for GM's Chevrolet Cobalt small car, because
the company is slowing production to make up for sluggish sales.
According to the report, that may not generate enough sympathy to
win votes for a bailout among some in Congress.

       Financial Bailout Raises Questions on GM Management

Matthew Dolan and Alex P. Kellogg at The Wall Street Journal
report that Rick Wagoner's future as GM's CEO may be affected by
the government financial bailout.  WSJ relates that while Ford
Motor said it is preparing for the future without depending on
additional governmental loans, GM said the bailout was necessary
for the firm's survival, raising deeper questions about decisions
made by the firm's management.

According to WSJ, GM spokesperson Tony Cervone said on Wednesday
that "it doesn't do anybody any good to speculate" on conditions
the government might tie to financial help.  "We have been careful
not to be prescriptive with respect to terms of any loan program,
but we do believe in the restructuring GM has undergone and don't
believe it would be constructive to make a management change," the
report quoted Mr. Cervone as saying.

House Financial Services Chairperson Barney Frank said on
Wednesday that the CEOs of GM, Ford Motor, and Chrysler, and the
United Auto Workers, have been invited to attend a hearing on the
financial aid package next Wednesday, WSJ states.

        Pension Programs Wouldn't Saddle Gov't With Debts

Darrell A. Hughes at Dow Jones Newswires reports that General
Motors Corp. said on Wednesday that its pension programs wouldn't
become government liabilities in the short term, regardless of
what happens to the company financially in the coming months.

Dow Jones quoted GM spokesperson Renee Rashid-Merem as saying, "On
a combined basis we remain overfunded."  Dow Jones relates that
GM's plan for salary workers is overfunded, but the plan for its
hourly workers is underfunded by $500 million.

Because of its overall pension status, GM doesn't expect "any
minimum funding requirements for both hourly and salary plans in
the next three to four years," Dow Jones says, citing Ms. Rashid-
Merem.  According to Dow Jones, Ms. Rashid-Merem explained that GM
changed its investment strategy to more conservative securities in
2007, which has contributed to financial stability in the pension
programs.

Dow Jones states that the U.S. Pension Benefit Guaranty Corp.,
which insures retirement savings for 44 million employees,
confirmed that they are monitoring the automotive industry.
Financial and economic uncertainties have led to speculation that
a government bailout is needed if the Congress wants to ensure the
auto industry stays afloat and that the PBGC "isn't left on the
hook" for auto industry pensions like that of GM, the report says.
According to the report, liabilities from the programs could lead
to a significant increase to the PBGC's $14 billion deficit, if GM
collapses and fails to fund its pensions, liabilities from the
programs.

Dow Jones relates that PBGC Director Charles Millard told the
Congress last month that GM's pension program wouldn't currently
affect the agency's future liabilities, and PBGC officials have
said they were pleased that GM agreed to assumed $3.4 billion in
pension liabilities from its former unit, Delphi Corp.  Citing Mr.
Millard, Dow Jones states that a portion of Delphi's pensions were
transferred to GM in September, and the second and final portion
of transferring will be done when Delphi emerges from bankruptcy.

                  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-'.


GARTNER TRANSPO: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor:        Gartner Transportation, Inc.
               904 W. 23rd St., #108
               Yankton, SD 57078

Bankruptcy
Case No.:      08-40704

Chapter 11
Petition Date: November 5, 2008

Court:         U.S. Bankruptcy Court
               District of South Dakota (Southern (Sioux Falls))

Judge:         Charles L. Nail, Jr.

Debtor's
Counsel:       A. Thomas Pokela
               PO Box 2621
               Sioux Falls, SD 57101-2621
               605-338-6151
               Email: thomaspokela@qwestoffice.net

Total Assets:  $685,100

Total Debts:   $1,695,847

A list of the Debtor's seven largest unsecured creditors is
available for free at: http://bankrupt.com/misc/sdb08-40704.pdf


GASTAR EXPLORATION: Limited Liquidity Cues S&P to Junk Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured notes ratings on Gastar Exploration USA Inc. to
'CCC' from 'CCC+'. The outlook is developing.

The downgrade reflects S&P's concerns about the company's limited
liquidity, considerable refinancing risk in 2009, and limited
covenant cushion. Within the next year, the company will need
approximately $90 million in external financing to fund its $55
million drilling program and current maturities of $33 million.

Production volumes have been lower than expected for the past two
quarters due to steep decline curves and delays in bringing new
wells online. Despite the lower volumes and cash flow, the company
has continued to spend aggressively, and as such its liquidity has
decreased. As of Sept. 30, 2008, Gastar had a cash balance of
$14.1 million and slightly more than $18 million available under
its $19.4 million revolving credit facility. The company was
unsuccessful in syndicating an increase in its revolving credit
facility to $45 million. Based on fourth quarter expected spending
of approximately $27 million and a cash interest payment of $6.3
million on its senior secured notes, the company is expected to
end the year with less than $10 million in total available
liquidity.


GENERAL MOTORS: Facing Doubts on Ability to Recover from Woes
-------------------------------------------------------------
Matthew Dolan, John D. Stoll, and Alex Kellogg at The Wall Street
Journal report that politicians, policy makers, and industry
analysts are doubting that General Motors Corp. could still
recover from its financial woes.

According to WSJ, doubts on GM's recovery could affect the
company's chance to secure a federal bailout.

WSJ quoted Rep. Scott Garrett of New Jersey as saying, "The real
problem with this is that [a bailout] is not going to change the
company, but simply to perpetuate the same business practices that
created the problem in the first place.  You will be asking the
average middle-class taxpayer that doesn't have as rich of a
benefit package to subsidize buyouts.  There are a lot of jobs on
the line, but a bailout does not permanently solve the situation.
Who's to say we won't be facing the same crisis in 2009?"

GM, says WSJ, maintains that it just needs financing to get to
2010, when costs involving the United Auto Workers kick in.  WSJ
relates that GM is burdened by high labor costs.

CMA Datavision reports that credit-default swaps protecting
against a GM default for one year rose on Nov. 10, 2008, to a
level that implies the market has priced in a more than 71% chance
of default.  According to CMA Datavision, one-year credit-default
swaps were quoted at a mid-price of 55.5 percentage points
upfront, compared with 51 percentage points on Nov. 7, 2008.  It
would cost $5.55 million initially in addition to $500,000 over
one year to protect $10 million of GM bonds, Mike Ramsey at
Bloomberg News states.

                  Scepticism on GM's Leaders

WSJ relates that scepticism about GM's management stems from the
many blunders it has made in recent years.  "The current
management team at GM must be replaced, even if GM selects the
lowest funding-level option off the menu we prescribe," the report
quoted Maryann Keller & Associates LLC automotive consultant
Kenneth A. Elias as saying.

GM's CEO Rick Wagoner said that he won't resign despite questions
about his management and continues to be firm on the company not
filing for bankruptcy, according to WSJ.

Bloomberg quoted GM spokesperson Renee Rashid-Merem as saying, "A
bankruptcy wouldn't address our immediate liquidity concerns."
Mr. Wagoner, according to Bloomberg, explained that GM's U.S.
sales "would be devastated" by a bankruptcy filing, and that the
"unimaginable consequence" of a bankruptcy "motivates us to really
come up with cash in every way possible."

Chicagotribune.com relates that GM doubts that Delphi Corp., its
former parts operation that was spun off as a separate company in
1999, will emerge from Chapter 11 bankruptcy protection.

                      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, 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 Corp. 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: United Auto Workers Won't Cede to More Concessions
------------------------------------------------------------------
Bill Koenig at Bloomberg News reports that the United Auto Workers
union has said no to calls to yield more to help advance a bailout
of General Motors Corp., Ford Motor Co., and Chrysler LLC.

Bloomberg relates that Alan Reuther, UAW's lobbyist in Washington,
said that the labor costs "aren't out of line" with those in U.S.
factories owned by Asian and European automakers.  "We're not the
problem," the report quoted Mr. Reuther as saying.

According to Bloomberg, UAW agreed in 2007 to cut new worker pay
in half and end fixed pensions.

Bloomberg states that the Democratic lawmakers are proposing
$25 billion in new liquidity for automakers, after GM said last
week that its cash may be insufficient for the company to continue
operating.

Bloomberg relates that GM will lay off in January 2009 about 1,100
workers at its assembly complex, including 160 at a plant that
stamps metal parts for GM's Chevrolet Cobalt small car, because
the company is slowing production to make up for sluggish sales.
According to the report, that may not generate enough sympathy to
win votes for a bailout among some in Congress.

       Financial Bailout Raises Questions on GM Management

Matthew Dolan and Alex P. Kellogg at The Wall Street Journal
report that Rick Wagoner's future as GM's CEO may be affected by
the government financial bailout.  WSJ relates that while Ford
Motor said it is preparing for the future without depending on
additional governmental loans, GM said the bailout was necessary
for the firm's survival, raising deeper questions about decisions
made by the firm's management.

According to WSJ, GM spokesperson Tony Cervone said on Wednesday
that "it doesn't do anybody any good to speculate" on conditions
the government might tie to financial help.  "We have been careful
not to be prescriptive with respect to terms of any loan program,
but we do believe in the restructuring GM has undergone and don't
believe it would be constructive to make a management change," the
report quoted Mr. Cervone as saying.

House Financial Services Chairperson Barney Frank said on
Wednesday that the CEOs of GM, Ford Motor, and Chrysler, and the
United Auto Workers, have been invited to attend a hearing on the
financial aid package next Wednesday, WSJ states.

        Pension Programs Wouldn't Saddle Gov't With Debts

Darrell A. Hughes at Dow Jones Newswires reports that General
Motors Corp. said on Wednesday that its pension programs wouldn't
become government liabilities in the short term, regardless of
what happens to the company financially in the coming months.

Dow Jones quoted GM spokesperson Renee Rashid-Merem as saying, "On
a combined basis we remain overfunded."  Dow Jones relates that
GM's plan for salary workers is overfunded, but the plan for its
hourly workers is underfunded by $500 million.

Because of its overall pension status, GM doesn't expect "any
minimum funding requirements for both hourly and salary plans in
the next three to four years," Dow Jones says, citing Ms. Rashid-
Merem.  According to Dow Jones, Ms. Rashid-Merem explained that GM
changed its investment strategy to more conservative securities in
2007, which has contributed to financial stability in the pension
programs.

Dow Jones states that the U.S. Pension Benefit Guaranty Corp.,
which insures retirement savings for 44 million employees,
confirmed that they are monitoring the automotive industry.
Financial and economic uncertainties have led to speculation that
a government bailout is needed if the Congress wants to ensure the
auto industry stays afloat and that the PBGC "isn't left on the
hook" for auto industry pensions like that of GM, the report says.
According to the report,  liabilities from the programs could lead
to a significant increase to PBGC's $14 billion deficit, if GM
collapses and fails to fund its pensions, liabilities from the
programs.

Dow Jones relates that PBGC Director Charles Millard told the
Congress last month that GM's pension program wouldn't currently
affect the agency's future liabilities, and PBGC officials have
said they were pleased that GM agreed to assumed $3.4 billion in
pension liabilities from its former unit, Delphi Corp.  Citing Mr.
Millard, Dow Jones states that a portion of Delphi's pensions were
transferred to GM in September, and the second and final portion
of transferring will be done when Delphi emerges from bankruptcy.

                     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, 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 Corp. 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.


GMAC COMMERCIAL: S&P Junks Ratings on Classes L & M Notes
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes and lowered its ratings on two classes of commercial
mortgage pass-through certificates from GMAC Commercial Mortgage
Securities Inc.'s series 2001-C1.  At the same time, S&P affirmed
S&P's ratings on eight other classes from this series.

The upgrades reflect increased credit enhancement levels due to
the paydown of the mortgage pool balance, along with the
defeasance of the collateral securing 42% ($309.1 million) of the
pool balance.

The downgrades reflect anticipated credit support erosion upon the
eventual resolution of two ($7.0 million, 1% of pool) of the three
assets with the special servicer.  The downgrades also reflect
S&P's credit concerns regarding five of the 17 exposures in the
pool that have reported debt service coverage of less than 1.0x.

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

As of the Oct. 17, 2008, remittance report, the collateral pool
consisted of 95 assets with an aggregate trust balance of
$729.0 million, compared with 101 loans totaling $864.0 million at
issuance.  The master servicer, Capmark Finance Inc., reported
financial information for 99% of the pool.  Ninety-eight percent
of this information was full-year 2007 data.  Standard &
Poor's calculated a weighted average DSC of 1.24x for the pool,
down from 1.32x at issuance.  There are three delinquent loans
($8.5 million, 1%) and  one real estate owned asset ($5.0 million,
1%) in the pool.  Three of these assets ($8.2 million, 1%) are
with the special servicer, also Capmark, and are discussed below.
An appraisal reduction amount (ARA) of $2.3 million
is outstanding on the REO asset.  The remaining asset
($5.3 million, 1%) is classified as 30-plus days delinquent.  The
trust has experienced six losses to date, totaling $17.0 million.

The top 10 exposures secured by real estate have an aggregate
outstanding balance of $208.5 million (29%) and a weighted average
DSC of 1.16x, down from 1.32x at issuance.  Six of the top 10
exposures appear on the master servicer's watchlist.  Standard &
Poor's reviewed the property inspections provided by the master
servicer for all of the properties underlying the top 10
exposures.  All of the assets were characterized as "good."

There are 17 loans in the pool ($184.0 million, 25%) that have
reported DSC of less than 1.0x.  The assets are secured by a
variety of property types and have an average balance of
$10.8 million.  These assets have seen an average decline in DSC
of 30% since issuance.  S&P consider five of these assets
($2.8 million, 0.4%) to be credit concerns.  The properties
securing these five exposures have experienced a combination of
declining occupancy and higher operating expenses.  Three of the
loans are secured by multifamily properties and two are secured by
office properties.  The five loans have an average balance of
$555,949.  The remaining 12 assets with low DSC are not currently
credit concerns because the properties that secure the loans are
in various stages of renovation or lease-up, the loans have
significant reserves, and/or the assets have relatively low loan
exposures per sq. ft. or unit.

The three assets ($8.2 million, 1%) with the special servicer are:

  -- The Atlanta South Business Park asset has a total exposure of
     $5.1 million (1%) and is secured by an 84,204-sq.-ft. office
     property in Atlanta, Georgia.  The asset was transferred to
     the special servicer on March 25, 2008, and is currently
     classified as REO.  The property was 37% occupied as of
     October 2008, and year-end 2007 DSC was 0.24x.  A July 2008
     property inspection found the building to be in fair-to-good
     condition.  An ARA of $2.3 million is outstanding on the
     asset.  At this time, Standard & Poor's expects a significant
     loss upon the ultimate resolution of the asset.

   -- The Alpine Market Place Shopping Center loan has a total
     exposure of $2.0 million and is secured by a 23,965-sq.-ft.
     retail property in Comstock Park, Michigan.  The asset was
     transferred to the special servicer on July 15, 2008, for
     imminent default and is currently classified as 60-plus days
     delinquent.  The property was 26% occupied as of June 2008,
     and year-end 2007 DSC was 0.56x.  The special servicer has
     initiated foreclosure proceedings.  At this time, Standard &
     Poor's expects a significant loss upon the ultimate
     resolution of the asset.

  -- The Cherry Hill Apartments loan has a total exposure of
     $1.2 million and is secured by a 104-unit multifamily
     property in Oklahoma City, Oklahoma.  The asset was
     transferred to the special servicer on May 16, 2008, and is
     currently classified as 30-plus days delinquent. The property
     was 73% occupied as of May 2008, and year-end 2007 DSC was
     0.04x.  A June 2008 property inspection found the building to
     be in poor condition.  At this time, Standard & Poor's
     expects minimal, if any, losses upon the ultimate resolution
     of the asset.

The master servicer reported a watchlist of 25 loans
($227.8 million, 31%).  The Peaks at Papago Park loan
($37.4 million, 5%) is the largest loan on the watchlist and in
the pool.  The loan is secured by a 768-unit multifamily property
in Phoenix, Arizona.  The loan appears on the watchlist due to a
low DSC, which was 0.97x as of year-end 2007.  The decrease in DSC
is due to lower revenues associated with decreased occupancy,
which was 83% at March 2008, as well as an increase in payroll and
benefit expenses.

The Bridgewater Place loan ($37.1 million, 5%) is the second-
largest loan on the watchlist and in the pool.  The asset is
secured by a 357,237-sq.-ft. office property in Grand Rapids,
Michigan.  The loan appears on the watchlist due to a decrease in
DSC, which was 0.94x as of March 31, 2008, 1.12x at year-end 2007,
and 1.30x at issuance.  The drop in DSC is attributable to lower
revenues associated with decreased occupancy, which was 82% in
April 2008, as well as an increase in operating expenses.

The Southdale Office Building asset ($22.1 million, 3%) is the
third-largest asset on the watchlist and in the pool.  The loan is
secured by a 195,983-sq.-ft. office property in Edina, Minnesota.
The loan appears on the watchlist due to a low DSC, which was
0.96x as of year-end 2007.  The drop in DSC is primarily due to
vacancy-related income losses, which were attributable to the
displacement of several tenants due to construction at the
property.  The project was completed as of Sept. 1, 2008, the
spaces are being leased, and the property's performance is
forecasted to improve.  The property was 89% occupied as of
October 2008.

The Laurel Office Building loan ($19.3 million, 3%) is the fourth-
largest loan on the watchlist and the fifth-largest loan in the
pool.  The asset is secured by a 211,812-sq.-ft. office property
in Livonia, Michigan.  The loan appears on the watchlist due to a
decrease in DSC, which was 0.74x as of year-end 2007, down from
1.33x at issuance.  The drop in DSC is attributable to lower
revenues associated with decreased occupancy, which was 70% in May
2008.

The Fluor Buildings loan ($15.7 million, 2%) is the fifth-largest
asset on the watchlist and the eighth-largest loan in the pool.
The loan is secured by a 123,883-sq.-ft. office property in
Irvine, California.  The loan appears on the watchlist due to a
decrease in effective gross income.  The decrease in EGI is due to
a substantial decrease in rent per sq. ft. since issuance.  Since
the time of the watchlist placement, rent per sq.ft. has improved,
and the DSC has increased to 1.11x at June 30, 2008, from 0.99x at
year-end 2007.

The TownePlace Suites by Marriott loan ($12.0 million, 2%) is the
sixth-largest loan on the watchlist and the ninth-largest loan in
the pool.  The asset is secured by a 143-room lodging property in
Milpitas, California.  The loan appears on the watchlist due to a
decrease in DSC, which was 0.73x at March 31, 2008, 1.24x at year-
end 2007, and 1.79x at issuance.  The drop in DSC is attributable
to a decline in revenue resulting from a major renovation during
the first and second quarters of 2008 that placed an entire floor
of rooms out of service.  The completed renovations are forecasted
to help improve financial performance.

Standard & Poor's identified five collateral properties
($26.4 million, 4%) in areas affected by Hurricane Ike.  None of
the properties secure loans that appear on the watchlist due to
the hurricane.  Two properties ($13.2 million, 2%) did not sustain
any damage, and two properties ($10.9 million, 1%) sustained minor
damage.  The last property experienced approximately $25,000 in
hurricane-related damage; however, there is insurance coverage in
place to offset some or all of the costs.  S&P will continue to
evaluate information on these properties as it becomes available.

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

                   Ratings Raised

         GMAC Commercial Mortgage Securities Inc.
Commercial mortgage pass-through certificates series 2001-C1

                Rating
                ------
     Class    To     From      Credit enhancement
     -----    --     ----      ------------------
     D        AA+    AA                   14.54%
     E        A+     A                    12.17%
     F        A-     BBB+                 10.39%
     G        BBB+   BBB                   8.61%

                       Ratings Lowered

           GMAC Commercial Mortgage Securities Inc.
Commercial mortgage pass-through certificates series 2001-C1

                Rating
                ------
     Class    To     From      Credit enhancement
     -----    --     ----      ------------------
     L        CCC+    B-              1.50%
     M        CCC     CCC+            0.91%

                       Ratings Affirmed

            GMAC Commercial Mortgage Securities Inc.
Commercial mortgage pass-through certificates series 2001-C1

        Class    Rating            Credit enhancement
        -----    ------            ------------------
        A-2      AAA                        26.39%
        B        AAA                        20.76%
        C        AAA                        16.32%
        H        BB                          5.06%
        J        BB-                         4.17%
        K        B+                          3.28%
        N        CCC-                        0.32%
        X-1      AAA                          N/A

                     N/A -- Not applicable.


GMAC LLC: Fitch Junks Issuer Default & Sr. Unsecured Debt Ratings
-----------------------------------------------------------------
Fitch Ratings has downgraded GMAC LLC's Issuer Default Rating and
senior unsecured debt:

-- IDR to 'CCC' from 'B+';
-- Senior unsecured debt to 'CC' from 'B+'.

Concurrently, GMAC's ratings have been placed on Rating Watch
Negative, indicating that ratings may be lowered or affirmed at
current levels.  Approximately $72 billion of unsecured debt is
affected by this action.

This action follows a number of developments for the company,
including continued operating losses, consideration of a debt
exchange, and exploration of becoming a bank holding company.
These developments reflect, in part, the ongoing dislocations in
the capital markets as well as developing problems in the
macroeconomy.

GMAC has announced that it is exploring becoming a bank holding
company and has filed an application in this regard.  Should the
company be successful, GMAC would have greater access to various
options under the Troubled Asset Repurchase Program, including
direct capital contributions.  The company has a number of hurdles
to overcome, in order to become a BHC, namely changes in current
ownership as well as raising additional capital to meet BHC
requirements.  If successful, Fitch would view this positively;
however, it remains uncertain just how likely this will be, and it
may not result in an immediate rating change.

GMAC is also considering a debt exchange to alleviate mounting
financial pressures.  A debt exchange, if executed, would have the
effect of generating capital for the company as well as reducing
its financing burden.  Under Fitch's criteria, any such exchange
could be considered a distressed debt exchange, and ratings would
be lowered to 'D' or default upon execution if this were the case.
Fitch's downgrade also reflects continued operating losses, mainly
as a result of continued losses at Residential Capital LLC
(ResCap, rated 'D/D' by Fitch).  Fitch anticipates that GMAC's
operating performance will remain pressured, particularly as the
core auto finance business has begun to generate losses due to
lower General Motors sales volumes and weakening consumer and
dealer finances.  In addition, Fitch expects that GMAC may divest
non-core assets, as opportunities present themselves, making the
company's financial profile even more closely correlated to that
of GM.

GMAC has continued to provide financial support to ResCap;
however, Fitch expects that GMAC's ability and willingness to
continue to provide support is nearing an end.  Fitch believes a
bankruptcy filing by ResCap would not have any direct or immediate
implications on GMAC as the two entities are structurally
separate.

The ratings of GMAC's foreign subsidiaries covered under its Euro
medium term note program primarily reflect the unconditional and
irrevocable guarantee of GMAC.

The Rating Watch Negative indicates that ratings may be lowered or
remain the same.  Should GMAC receive BHC status without a debt
exchange, ratings could be maintained.  However, absent additional
financial support, Fitch believes GMAC's financial pressures would
intensify and ratings could be lowered.  In resolving the Rating
Watch, Fitch will evaluate GMAC's efforts to become a BHC and any
necessary actions needed to achieve this status.  In addition, the
execution of debt exchange could result in downgrade to 'D'.

Fitch has downgraded and placed on Rating Watch Negative GMAC and
its subsidiaries' ratings:

GMAC LLC
General Motors Acceptance Corp. of Canada Ltd.
GMAC International Finance B.V.
GMAC Bank GmbH

-- Long-term IDR to 'CCC' from 'BB-';
-- Short-term IDR to 'C' from 'B';
-- Senior unsecured debt to 'CC' from 'B+';
-- Short-term debt to 'C' from 'B'.

General Motors Acceptance Corp of Australia
General Motors Acceptance Corp. (N.Z.) Ltd.

-- Long-term IDR to 'CCC' from 'BB-';
-- Short-term IDR to 'C' from 'B';
-- Short-term debt to 'C' from 'B'.

GMAC Australia (Finance) Ltd.
General Motors Acceptance Corp. (U.K.) Plc

-- Short-term IDR to 'C' from 'B';
-- Short-term Debt to 'C' from 'B'.


GRANITE CREEK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Granite Creek Investment Corporation
        2401 Lake Park Dr. Ste 355
        Smyrna, GA 30080

Bankruptcy Case No.: 08-20690

Chapter 11 Petition Date: November 5, 2008

Court: District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Ken McCartney
                  bnkrpcyrep@aol.com
                  The Law Offices of Ken McCartney, P.C.
                  P.O. Box 1364
                  Cheyenne, WY 82003
                  Tel: (307) 635-0555
                  Fax: (307) 635-0585

Estimated Assets: $500,001 to $100,000

Estimated Debts: $1,000,001 to $10,000,001

A copy of the Debtor's list of unsecured creditors is available
for free at http://bankrupt.com/misc/wyb08-20690.pdf


GRAPE ENTERPRISE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Lead Debtor: The Grape Enterprise Group, Inc.

Bankruptcy Case No.: 08-82818

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                              Case No.
     ------                              --------
The Grape Development Company, LLC       08-82820
The Grape Franchise Group, LLC           08-82821
The Grape Realty, LLC                    08-82822
The Grape at Phipps, LLC                 08-82823
The Grape at Phipps Two, LLC             08-82825
Grape Ventures, LLC                      08-82828
The Grape at Palm Beach Gardens, LLC     08-82829

Type of Business: The Debtors operate and franchise a wine bar and
                  restaurant concept known as The Grape.  Each
                  location also operates a retail wine store.

Chapter 11 Petition Date: November 6, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Robert Brizendine

Debtors' Counsel: Chris D. Phillips, Esq.
                  Email: cphillips@lcsenlaw.com
                  Lamberth, Cifelli, Stokes, Ellis & Nason
                  Suite 550
                  3343 Peachtree Road, NE
                  Atlanta, GA 30326-1022
                  Tel: (404) 495-4475
                  Fax: (404) 262-9911

Estimated Assets: Less than $50,000

Estimated Debts: $1 million to $10 million

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


GRAYSTONE LANDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Graystone Landing, LLC
        7619 Little River Turnpike
        Annandale, VA 22003

Bankruptcy Case No.: 08-16963

Type of Business: The Debtor operates a single asset real estate.

Chapter 11 Petition Date: November 7, 2008

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Ann E. Schmitt
                  aschmitt@culbert-schmitt.com
                  Culbert & Schmitt, PLLC
                  30C Catoctin Circle SE
                  Leesburg, VA 20175
                  Tel: (703) 737-6377
                  Fax: 703-737-6370

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of the Debtor's list of largest unsecured creditors is
available for free at http://bankrupt.com/misc/vaeb08-16963.pdf


H2O DEVELOPMENT: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: H2O Development Co. of Plover, LLC
        1421 Brookhaven Way
        Plover, WI 54467

Bankruptcy Case No.: 08-15829

Chapter 11 Petition Date: November 4, 2008

Type of Business: The Debtor operates a sport facility.

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Claire Ann Resop, Esq.
                  cresop@vonbriesen.com
                  von Briesen & Roper, s.c.
                  One North Pinckney Street, Suite 300
                  Madison, WI 53703
                  Tel: (608) 441-0300

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
   ------                      ---------------   ------------
Larry and Doreen Skrzypkowski  unsecured:        $6,200,000
5462 Pleasant Drive            $4,021,000
Plover, Wl 54467

Kennedy Funding, Inc.                            $4,021,000
Two University Plaza, Ste. 402
Hackensack, NJ 07601

Scott R. Neale                 operating         $2,803,000
1421 Brookhaven Way            capital
Plover, WI 54467

John Iwasczenko                claim             $550,000

General Engineering            fees              $459,758

ADCI                           fees              $397,358

Michael Best & Friedrich       fees              $286,638
LLP

Village of Plover              property          $150,000

Tom Gleisner                   buyout            $25,000

Linda Lawrence                 commission        $25,000

Chester Biadasz                loan              $25,000

Don Jochman                    tree service      $10,000

Eric Lang                      broker fee        $5,000

Wisconsin Public Service       electric          $1,342

Chicago Title                  title work        $750


HAROLD'S STORES: Shuts Chain; Gordon Bros. Holds GOB Sales
----------------------------------------------------------
Harold's Stores, Inc. is closing its doors for good.  On Nov. 10,
2008, the U.S. Bankruptcy Court for the Western District of
Oklahoma approved plans for the retail chain to begin a storewide
Going-Out-of-Business sale.  One store will close in Utah.

"Increased competition and a weak economy have left us no choice
but to cease operations," Ronald S. Staffieri, chief executive
officer of Harold's Stores, Inc., stated.  "We'd like to thank
our loyal customers for their many years of patronage by offering
incredible values on the merchandise in the store.  As always, our
knowledgeable Associates will provide our customers with the same
high level of service."

Sales started storewide on November 8 and will continue until all
merchandise is sold.  Consumers can find savings on quality
apparel for men and women.  Everything from women's coordinated
sportswear, dresses, outerwear, shoes and accessories to men's
tailored clothing, furnishings, sportswear and shoes will be on
sale.

Gordon Brothers Group, an advisory, restructuring and investment
firm specializing in the retail, consumer products, real estate
and industrial sectors is managing the Going-Out-of-Business sales
on behalf of Harold's.

"This historical event will mark the end of an era," said Joe
McLeish, managing director at Gordon Brothers Group. "Great values
can be found on traditional, classic styled ladies and men's
specialty apparel from a retailer that takes pride in helping
their customers feel good about the way they look."

All sales are final.  No returns will be accepted with the
exception of purchases made prior to Nov. 8, 2008, provided those
returns occur by Nov. 22, 2008.


The Harold's store closing sale is going on now at these location:
Salt Lake City (Trolley Square Center, 602 E. 500 South).

                    About Harold's Stores, Inc.

Headquartered in Dallas, Texas Harold's Stores, Inc.
-- http://www.harolds.com/--  is an 18-state chain of
traditional, classic styled ladies and men's specialty apparel
stores.  Since 1948, Harold's has worked to help its customers
feel good about the way they look, reflect their lifestyle and
give them the confidence that come from looking their best.

The Debtor and its debtor affiliates filed for Chapter 11
protection on Nov. 7, 2008 , (Bankr. Case W.D. Okla. No. 08-15027)
Cherish Ralls, Judy Hamilton Morse, Regan Strickland Beatty and
William H. Hoch at Crowe & Dunlevy represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets of $10 million to
$50 million and estimated debts of $10 million to $50 million.


HAWAIIAN TELECOM: Imminent Default Cues Moody's Ratings Downgrade
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of Hawaiian
Telcom Communications Inc., other than the C rating for the
company's subordinated notes and its speculative grade liquidity
rating.  Ratings remain on review for further possible downgrade.

The rating actions are prompted by Moody's belief that the company
may not be able to successfully negotiate a restructuring plan
with its creditors and that an imminent default may therefore be
likely.  On Nov. 3, 2008, the Company announced that it chose not
to make the interest payment on its various bonds and that it
would use the 30-day grace period to continue its balance sheet
restructuring discussions with its creditors.

Moody's has taken these rating actions:

Issuer: Hawaiian Telcom Communications, Inc.

  -- Corporate Family Rating, Downgraded to Caa3 from Caa2

  -- Probability of Default Rating, Downgraded to Ca from Caa3

  -- $90 million Senior Secured Bank Credit Facility due 2012,
     Downgraded to B3, LGD2, 14% from Ba3, LGD2, 11%

  -- $860 mm Senior Secured Tranche C Term Loan due 2014
     ($484.7 million outstanding at 6/30/2008), Downgraded to B3,
     LGD2, 14% from Ba3, LGD2, 11%

  -- $150 mm Floating Rate Senior Notes due 2013, Downgraded to
     Ca, LGD4, 63% from Caa3, LGD3, 36%

  -- $200 mm 9.75% Senior Notes due 2013, Downgraded to Ca, LGD4,
     63% from Caa3, LGD3, 36%

These ratings remain unchanged:

  -- $150 mm 12.5% Senior Subordinated Notes due 2015, Unchanged
     at C, LGD5, 87% (LGD changed from 83%)

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

Moody's believes that the deteriorating economy, ongoing
difficulty in capital market conditions and HI-Tel's weakened
competitive position are likely to result in the company's
enterprise value falling short of earlier expectations.
Consequently, Moody's has lowered its expected family recovery
rate to 60% and now believes that senior secured debt holders will
absorb some losses in a restructuring.  Lower ratings for both the
corporate enterprise and debt instruments reflect both the
heightened probability of default following the company's elected
missed interest payment and Moody's estimate of diminished
recovery prospects for creditors, with junior creditors notably
suffering a disproportionate share of expected losses as evidenced
in their much greater rise in forecasted LGD rates.

HI-Tel's SGL-3 liquidity rating primarily reflects the Company's
cash balance of $80.0 million as of Oct. 31, 2008.  While Moody's
believes that HI-Tel's cash position remains marginally adequate
to cover its projected free cash flow shortfall and satisfy its
debt service obligations through year-end 2009, if the Company
fails to make the requisite interest payments prior to expiration
of the grace period, and thereby triggers a payment default and
corresponding cross default and likely cross acceleration
rendering all debts immediately due and payable in full, its
liquidity rating would be subsequently lowered to an SGL-4.
Moody's also notes the likelihood that cash balances may be fully
depleted by the beginning of 2010, just beyond the SGL rating
horizon, and that SGL rating pressure will likely subsequently
ensue anyway in the first quarter of 2009.

The ongoing review of HI-Tel's ratings for further possible
downgrade will focus on: i) the Company's decision with regard to
the missed interest payments; ii) the restructuring plan, iii) the
operational turnaround plan post-restructuring, and iv) the role
that the Company's sponsor, Carlyle Group, will play in the
process.

On Sept. 17, 2008, Moody's Investors Service downgraded HI-Tel's
ratings to reflect a heightened probability of default after the
announcement by HI-Tel on Sept. 16, 2008 that it had engaged the
services of Lazard FrŠres & Co. LLC as its financial advisor to
assist in the evaluation of various balance sheet restructuring
options.

Hawaiian Telcom Communications, Inc. is an incumbent
telecommunications service provider servicing approximately
533,000 access lines.  The Company previously operated as a
division of Verizon Communications, Inc. and was acquired by The
Carlyle Group on May 2, 2005, in a $1.6 billion leveraged buy-out.
The company's headquarters are in Honolulu, Hawaii.


HIOCEAN REALTY: Files Chapter 11 Plan; Sells Asset to Mozart
------------------------------------------------------------
Hiocean Realty LLC delivered to the United States Bankruptcy Court
for the Eastern District of New York an amended Chapter 11 plan of
reorganization dated Nov. 7, 2008, and an amended disclosure
statement explaining the plan.

The Debtor owns of certain encumbered residential real property
located at 141 Highland Terrace in Bridgehampton, New York, that
encumbered principally by notes and secured by mortgages in favor
of Eastern Savings Bank, fsb, and Bridge Funding Inc.  Bridge
Funding's claim is entirely unsecured because the value of the
Debtor's property is insufficient to accord Bridge Funding any
secured claim.

Eastern Savings' claim is treated partially secured up to the
value of the real property worth $11,700,000, Since the property
is insufficient to secure the banks' full claim.

                       Overview of the Plan

The plan provides for the sale of substantially all of the
Debtor's assets to Mozart Realty Associates LLC and the payment of
allowed creditor claims.

Under the plan, Mozart Realty will acquire the Debtor's property
free and clear of all claims, interests and encumbrances for
$11,700,000.  The sale is subject to better and higher offers at
an auction to be conducted by the Debtor at the confirmation
hearing.  If Mozart is the prevailing bidder, it will acquire the
property free and clear of Eastern Savings Bank's claim and all
other claims.

As part of the transaction, Eastern Savings will receive the net
proceeds of the sale after the Debtor receives $350,000 of which:

    i) $200,000 will be used to pay unsecured creditors;

   ii) $70,000 to cover past due real estate taxes; and

  iii) $80,000 to pay the allowed fees and expenses of
       professionals to the Debtor.

However, if the Debtor consummates the sale to another party,
Eastern Savings will receive the net proceeds from the sale and
after the Debtor receives $575,000 wherein:

    i) $200,000 to fund the unsecured creditor's fund;

   ii) $80,000 which will be used to pay the allowed fees and
       expenses of counsel to the Debtor;

  iii) $70,000 to pay past due real property taxes; and

   iv) $225,000 to pay Mozart Realty for its break-up fee.

Eastern Savings agreed to share 20% of the excess consideration
over $11,925,000, in the event Mozart Realty is outbid at the
auction, which will be used to augment the unsecured creditors
fund; Provided that all claims with priority over the unsecured
creditors are first paid in full.  Mozart has paid the Debtor a
contract deposit of $585,000, which is being held in escrow by
counsel to the Debtor.

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

                Treatment of Interests and Claims

                    Type                           Estimated
      Class         of Class          Treatment    Amount
      -----         --------          ---------    ---------
      unclassified  administrative    unimpaired   $80,000

      1             priority claims   unimpaired   $1,000

      2             real property     unimpaired   $70,000
                    tax claim

      3             Eastern secured   impaired     $14,639,000
                    claim

      4             general           impaired     $7,656,199
                    unsecured
                    creditors

      5             allowed interest  impaired     --

Class 3, 4, and 5 are entitled to vote to accept or reject the
plan.

Administrative, priority and real property tax claims will be paid
in full while general unsecured claims will be paid in cash equal
to its pro rata share of the plan's effective date.

All allowed interests will be canceled under the plan.

A full-text copy of Hiocean Realty's Amended Disclosure Statement
is available for free at

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

A full-text copy of Hiocean Realty's Amended Chapter 11 Plan of
Reorganization is available for free at

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

New York-based Hiocean Realty LLC and Brick Hill One Realty LLC
are controlled by Peter Cook.  The Debtors filed their chapter 11
petition on Aug. 7, 2008 (Bankr. S.D.N.Y. Case No. 08-13106 and
08-13107).  Judge Robert E. Gerber presides over the case.  The
case has been transferred to the United States Bankruptcy Court
for the Eastern District of New York, Case No. 08-74978).  Arnold
Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese &
Gluck, P.C., represents the Debtors in their restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case.  The Debtors listed total assets of
$11,518,000 and total debts of $22,295,199.


INDIANA MERRY-GO-ROUND: Case Summary & Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Northeast Indiana Merry-Go-Round, LLC
        17218 Wesley Chapel Road
        Churubusco, IN 46723

Bankruptcy Case No.: 08-13758

Debtor-affiliates filing separate chapter 11 petitions:

   Debtor                          Case Number
   ------                          -----------
   Laotto Properties, LLC            08-13757
   Parakletos Development, LLC       08-13756

Related Information: Gary L. Parker owns 100% of Laotto and
                     Northeast Indiana Merry-Go-Round, and 90%
                     of Parakletos.  Larry Smith owns 10% of
                     Parakletos.  Messrs. Parker and Smith
                     have personally guaranteed loans on
                     behalf of each entity and each entity has
                     either co-signed or guaranteed loans on
                     behalf of the other entities.  As a result,
                     there exists numerous inter-entity and
                     owner guaranties on various loans.  A
                     motion seeking substantive consolidation of
                     the cases have been filed before the Court.

Chapter 11 Petition Date: October 31, 2008

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Robert L. Nicholson(BW), Esq.
                  Beckman, Lawson LLP
                  200 East Main Street, Suite 800
                  P.O. 800
                  Fort Wayne, IN 46802
                  Tel: (260) 422-0800
                  Fax: (260)420-1013
                  E-mail: rln@beckmanlawson.com

                             Estimated Assets  Estimated Debts
                             ----------------  ---------------
Northeast Indiana            $1MM to $10MM     $1MM to $10MM
  Merry-Go-Round, LLC
Laotto Properties, LLC       $1MM to $10MM     $1MM to $10MM
Parakletos Development, LLC  $500,000 to $1MM  $500,000 to $1MM

A list of Northeast Indiana Merry-Go-Round, LLC's largest
unsecured creditors is available at no charge at:

           http://bankrupt.com/misc/innb08-13758.pdf

A list of Laotto Properties, LLC's largest unsecured creditors is
available at no charge at:

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

A list of Parakletos Development, LLC's largest unsecured
creditors is available at no charge at:

           http://bankrupt.com/misc/innb08-13756.pdf


INDIANA MERRY-GO-ROUND: Sec. 341 Meeting Slated for December 12
---------------------------------------------------------------
Nancy J. Gargula, the United States Trustee for Region 10, will
convene a meeting of creditors in the bankruptcy cases of
Northeast Indiana Merry-Go-Round, LLC, Laotto Properties, LLC, and
Parakletos Development, LLC, on December 12, 2008, at 11:00 a.m.
at Room 1194, Federal Building in Fort Wayne, Indiana.

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

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

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

Based in Churubusco, Indiana, Northeast Indiana Merry-Go-Round,
LLC (Case No. 08-13758); Laotto Properties, LLC (Case No. 08-
13757); and Parakletos Development, LLC (Case No. 08-13756), filed
separate chapter 11 petitions on October 31, 2008, with the U.S.
Bankruptcy Court for the Northern District of Indiana.  Judge
Robert E. Grant presides over the Debtors' cases.  Robert L.
Nicholson(BW), Esq., at Beckman, Lawson LLP, in Fort Wayne,
Indiana, serves as the Debtors' bankruptcy counsel.  When they
filed for bankruptcy, NE Indiana Merry-Go-Round and Laotto
estimated their total assets and debts to be between $1,000,000
and $10,000,000.  Parakletos estimated its total assets and debts
to be between $500,000 and $1,000,000.

Gary L. Parker owns 100% of Laotto and Northeast Indiana Merry-Go-
Round, and 90% of Parakletos.  Larry Smith owns 10% of Parakletos.
Messrs. Parker and Smith have personally guaranteed loans on
behalf of each entity and each entity has either co-signed or
guaranteed loans on behalf of the other entities.  As a result,
there exist numerous inter-entity and owner guaranties on various
loans.  A motion seeking substantive consolidation of the cases
have been filed before the Court.


ION GEOPHYSICAL: S&P Attaches 'BB-' Rating on Corporate Credit
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating of to seismic equipment and services company ION
Geophysical Corp.  The outlook is stable.

At the same time, S&P assigned ION's proposed $175 million senior
unsecured notes an issue-level rating of 'BB-' and a recovery
rating of '3', which indicates S&P's expectation of meaningful
(50% to 70%) recovery in the event of payment default.  As of
Sept. 30, 2008, ION had $363.3 million in debt, adjusted for
operating leases and product warranties.

ION recently acquired ARAM Systems Ltd., a provider of land
seismic recording systems based in Canada.  ION will use the
proceeds from the proposed senior notes to refinance debt
associated with the acquisition and to pay off borrowings from the
revolving credit facility.  The refinancing would not
significantly change the company's debt amount or current
financial metrics.

"The rating on ION reflects a weak business risk profile, which is
based on its exposure to volatile and cyclical seismic data
acquisition end markets and its small scale compared with direct
competitors," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.  "The rating also reflects an aggressive financial
risk profile, which incorporates modest cash flow that is subject
to cyclical end markets."

These factors are somewhat offset by relatively low debt leverage
and capital requirements.  The rating also incorporates ION's
recent $366 million largely debt-financed acquisition of ARAM
Systems.  Still, financial leverage is moderate for the rating.

ION provides seismic data recording equipment, processing
software, and data collection and interpretation services.
Customers are primarily seismic data acquisition companies and oil
and gas exploration and production companies, both of which
operate in markets that are notoriously prone to overcapacity and
market fluctuations.  However, ION has a diverse customer base
with good geographic diversity.  S&P views the equipment business
as somewhat less volatile than the data acquisition sector, but it
is unpredictable, nonetheless.  However, Standard & Poor's regards
the company's capital requirements, which are low in part because
the company outsources equipment manufacturing, as modest.


JOHNSON MEMORIAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor:        Johnson Memorial Corporation, Inc.
               201 Chestnut Hill Road
               Stafford Springs, CT 06076

Bankruptcy
Case No.:      08-22188

    Debtor-affiliates:                           Case No.:
    ------------------                           ---------
Johnson Memorial Hospital, Inc.                  08-22187
The Johnson Evergreen Corporation                08-22189

Chapter 11
Petition Date: November 4, 2008

Court:         U.S. Bankruptcy Court
               District of Connecticut (Hartford)
Judge:         Chief Judge Albert S. Dabrowski

Debtor's
Counsel:       Eric A. Henzy
               Reid and Riege, P.C.
               1 Financial Plaza
               Hartford, CT, CT 06103
               860-278-1150
               Fax : 860-240-1002
               Email: ehenzy@reidandriege.com

Total Assets:  $0 to $50,000

Total Debts:   $1,000,001 to $10,000,000

The Debtors do not have creditors who are not insiders.


JOKER SUPPER: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor:        The Joker Supper Club, Restaurant
               dba The Joker Supper Club, Restaurant and Lounge,
Inc.
               PO Box 80160
               Charleston, SC 29416
Bankruptcy
Case No.:      08-07066

Chapter 11
Petition Date: November 5, 2008

Court:         United States Bankruptcy Court
               District of South Carolina (Charleston)
Judge:         David R. Duncan

Debtor's
Counsel:       D. Nathan Davis
               711-B St. Andrews Blvd
               Charleston, SC 29407
               (843) 571-4042
               Fax : (843) 763-5619
               Email: nathan.dlf@knology.net

Total Assets:  $24,914

Total Debts:   $1,144,002

A list of the Debtor's four largest unsecured creditors is
available for free at: http://bankrupt.com/misc/scb08-07066.pdf


JP MORGAN: Fitch Junks Ratings on Classes N & P Certificates
------------------------------------------------------------
Fitch Ratings downgrades and assigns Rating Outlooks to J.P.
Morgan Chase Commercial Mortgage Securities Corp., commercial
mortgage pass-through certificates, series 2004-PNC1

-- $6.9 million class K to 'BB-' from 'BB'; Outlook Negative;
-- $4.1 million class L to 'B+' from 'BB-'; Outlook Negative;
-- $5.5 million class M to 'B-' from 'B+'; Outlook Negative;
-- $2.7 million class N to 'CCC/DR1' from 'B';
-- $2.7 million class P to 'C/DR6' from 'B-'.

In addition, Fitch affirms and assigns Rating Outlooks to these
classes:
-- $1.6 million class A-1 at 'AAA'; Outlook Stable;
-- $234.6 million class A-1A at 'AAA'; Outlook Stable;
-- $128.3 million class A-2 at 'AAA'; Outlook Stable;
-- $98 million class A-3 at 'AAA'; Outlook Stable;
-- $426.2 million class A-4 at 'AAA'; Outlook Stable;
-- Interest-only class X at 'AAA'; Outlook Stable;
-- $28.8 million class B at 'AA'; Outlook Stable;
-- $13.7 million class C at 'AA-'; Outlook Stable;
-- $17.8 million class D at 'A'; Outlook Stable;
-- $11 million class E at 'A-'; Outlook Stable;
-- $16.5 million class F at 'BBB+'; Outlook Stable;
-- $11 million class G at 'BBB'; Outlook Stable;
-- $20.6 million class H at 'BBB-'; Outlook Negative;
-- $2.7 million class J at 'BB+'; Outlook Negative.

Fitch does not rate the $11.5 million class NR certificates.
The downgrades and assignment of the Distressed Recovery ratings
reflect the increased loss expectations on the specially serviced
loans since Fitch's last rating action.  Classes H through M have
been assigned Negative Outlooks based on an assumption of defaults
and losses on the Fitch loans of concern.  The Rating Outlooks
reflect the likely direction of any rating changes over the next
one to two years.
As of the October 2008 distribution date, the pool's collateral
balance has decreased 5.3% to $1.04 billion from $1.10 billion at
issuance.  Seventeen loans (22.6%) have defeased, including three
(11.7%) of the top ten loans.
Fitch has identified 11 Loans of Concern (18.0%), which include
the three specially serviced loans (9.3%), as well as other loans
with weak performance.  The largest specially serviced loan (5.3%)
is collateralized by a portfolio of six retail centers
encompassing a total of 683,846 square feet located in four
states.  The loan transferred to special servicing in July 2008
due to an impending default.  The borrower, a subsidiary of Centro
Properties Group, has indicated an inability to refinance before
the February 2009 maturity date.  The properties are currently
listed for sale.  Although the borrower has received offers on
five of the six properties that indicate limited, if any, losses,
Fitch expects that the sale process could be prolonged in light of
the restricted lending environment and losses are possible.
The second-largest specially serviced loan, (2.4%), is secured by
a 182,322 sf office building in Melville, New York.  The principal
of the borrower, which is also a major tenant at the property
(American Home Mortgage, 59% of NRA), filed for Chapter 11
bankruptcy.  The borrowing entity has not filed Chapter 11 and has
not been consolidated into the bankruptcy filing.  The borrower
has kept the loan payments current and the tenant continues to
operate at the property; however, the borrower has requested a
three-month forbearance.  The special servicer is currently
evaluating workout options that would result in no losses to the
trust.  However, Fitch assumed losses based on current market
conditions and the uncertainty surrounding the future occupancy of
the bankrupt tenant.
The-third largest specially serviced loan (1.7%) transferred to
special servicing in October 2007 after the owner/operator, MBS
Cos., defaulted on debt service.  The loan is secured by a 312-
unit multifamily property located in San Antonio, Texas.  The
property is currently listed for sale and losses are expected.
The largest loan in the pool, Centro Retail Portfolio (13.0%),
maintains its investment grade shadow rating.  The loan is secured
by seven anchored retail properties, 54.1% located in Southern CA,
and 45.9 % in Northern, California. Year-end 2007 servicer
reported debt service coverage ratio on net operating income was
2.89 times and YE 2007 occupancy was 96%, consistent with
occupancy at issuance (95%).  The properties are occupied by a
diverse tenant base with minimal exposure to currently bankrupt
tenants.  Major tenants at the properties include Wal-Mart,
Target, and Marshall's.  The loan has a coupon of 4.85% and
matures in 2014.  Though collateral performance has been stable to
date, Fitch is concerned about the declining financial condition
of the loan sponsor, Centro Properties Group.  Fitch will continue
to monitor the loan.
None of the non-defeased loans are scheduled to mature in 2008 and
five non-defeased loans (11.9%) are scheduled to mature in 2009,
including the largest specially serviced loan (5.3%).  The
weighted average coupon for all of the transaction's non-defeased
loans is 5.40% and the range is 4.44% to 8.06%.


JPMORGAN TRUST: S&P Cuts Ratings on 120 Classes of Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 120
classes of pass-through certificates from JP Morgan Mortgage Trust
2007-S3, a residential mortgage-backed securities transaction
backed by U.S. prime jumbo mortgage loan collateral.  Sixty-six of
the downgraded classes are exchangeable certificates (certain
combinations of classes of certificates that are exchangeable for
certain other combinations of classes of re-REMIC certificates)
with no initial principal balance.  In addition, S&P affirmed its
'AAA' rating on the class P senior certificates because it is only
entitled to receive prepayment penalties.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.  As of the Oct. 25,
2008, distribution date, total delinquencies were 5.38% of the
current pool balance, while severe delinquencies (90-plus days,
foreclosures and real estate owned) were 2.84% of the current pool
balance.  Loans that are 90-plus-days delinquent represented 0.72%
($12.2 million) of the current pool balance, loans in foreclosure
were 1.69% ($28.5 million), and loans that are classified as REO
totaled 0.43% ($7.3 million).

S&P's lifetime projected loss for this U.S. RMBS transaction, as a
percentage of the original pool balance, is 2.40%, or
$45.31 million.  There have been no cumulative realized losses to
date.  The remaining projected losses represent 2.68% of the
current pool principal balance.

The non-super-senior classes (senior classes that do not have
additional credit enhancement besides that provided by the
subordinate classes) for this deal have current credit support of
4.03%.  Dividing the current credit support by the remaining
projected losses gives S&P a multiple of 1.503x, which resulted in
S&P's downgrade of these classes to 'BB'.  All but one of the
super-senior classes (classes that have additional credit
enhancement provided by the senior support classes, besides that
provided by the subordinate classes) have current credit support
of approximately 7.77%, so their multiple of current credit
support to remaining projected losses is 2.9x, which is within
S&P's 2.5x-2.99x multiple range for 'A' ratings.  Therefore, S&P
lowered its 'AAA' ratings on those super-senior classes to 'A'.

Subordination provides credit support for this transaction.  The
underlying collateral for this deal consists of fixed-rate U.S.
prime jumbo mortgage loans.  The loans are secured primarily by
first liens on one- to four-family residential properties with
original terms to maturity from the first scheduled payment due
date of no more than 30 years.

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

               Ratings Lowered

       JPMorgan Mortgage Trust 2007-S3
               Series 2007-S3

                                 Rating
                                 ------
   Class      CUSIP         To             From
   -----      -----         --             ----
   1-A-1      46631NAA7     A              AAA
   1-A-2      46631NAB5     BB             AAA
   1-A-3      46631NAC3     BB             AAA
   1-A-4      46631NAD1     BB             AAA
   1-A-5      46631NAE9     BB             AAA
   1-A-6      46631NAF6     BB             AAA
   1-A-7      46631NAG4     BB             AAA
   1-A-8      46631NAH2     BB             AAA
   1-A-9      46631NAJ8     BB             AAA
   1-A-10     46631NAK5     BB             AAA
   1-A-11     46631NAL3     A              AAA
   1-A-12     46631NAM1     A              AAA
   1-A-13     46631NAN9     A              AAA
   1-A-14     46631NAP4     A              AAA
   1-A-15     46631NAQ2     A              AAA
   1-A-16     46631NAR0     A              AAA
   1-A-17     46631NAS8     A              AAA
   1-A-18     46631NAT6     BB             AAA
   1-A-19     46631NAU3     BB             AAA
   1-A-20     46631NAV1     A              AAA
   1-A-21     46631NAW9     A              AAA
   1-A-22     46631NAX7     A              AAA
   1-A-23     46631NAY5     A              AAA
   1-A-24     46631NAZ2     A              AAA
   1-A-25     46631NBA6     A              AAA
   1-A-26     46631NBB4     A              AAA
   1-A-27     46631NBC2     A              AAA
   1-A-28     46631NBD0     A              AAA
   1-A-29     46631NBE8     A              AAA
   1-A-30     46631NBF5     A              AAA
   1-A-31     46631NBG3     A              AAA
   1-A-32     46631NBH1     A              AAA
   1-A-33     46631NBJ7     A              AAA
   1-A-34     46631NBK4     A              AAA
   1-A-35     46631NBL2     A              AAA
   1-A-36     46631NBM0     A              AAA
   1-A-37     46631NBN8     A              AAA
   1-A-38     46631NBP3     A              AAA
   1-A-39     46631NBQ1     A              AAA
   1-A-40     46631NBR9     BB             AAA
   1-A-41     46631NBS7     BB             AAA
   1-A-42     46631NBT5     A              AAA
   1-A-43     46631NBU2     A              AAA
   1-A-44     46631NBV0     A              AAA
   1-A-45     46631NBW8     A              AAA
   1-A-46     46631NBX6     A              AAA
   1-A-47     46631NBY4     A              AAA
   1-A-48     46631NBZ1     A              AAA
   1-A-49     46631NCA5     A              AAA
   1-A-50     46631NCB3     A              AAA
   1-A-51     46631NCC1     A              AAA
   1-A-52     46631NCD9     A              AAA
   1-A-53     46631NCE7     A              AAA
   1-A-54     46631NCF4     A              AAA
   1-A-55     46631NCG2     A              AAA
   1-A-56     46631NCH0     A              AAA
   1-A-57     46631NCJ6     A              AAA
   1-A-58     46631NCK3     A              AAA
   1-A-59     46631NCL1     BB             AAA
   1-A-60     46631NCM9     BBB            AAA
   1-A-61     46631NCN7     BBB            AAA
   1-A-62     46631NCP2     BB             AAA
   1-A-63     46631NCQ0     BB             AAA
   1-A-64     46631NCR8     BBB            AAA
   1-A-65     46631NCS6     BB             AAA
   1-A-66     46631NCT4     BB             AAA
   1-A-67     46631NCU1     BBB            AAA
   1-A-68     46631NCV9     BBB            AAA
   1-A-69     46631NCW7     BBB            AAA
   1-A-70     46631NCX5     BBB            AAA
   1-A-71     46631NCY3     A              AAA
   1-A-72     46631NCZ0     A              AAA
   1-A-73     46631NDA4     A              AAA
   1-A-74     46631NDB2     A              AAA
   1-A-75     46631NDC0     A              AAA
   1-A-76     46631NDD8     A              AAA
   1-A-77     46631NDE6     A              AAA
   1-A-78     46631NDF3     A              AAA
   1-A-79     46631NDG1     A              AAA
   1-A-80     46631NDH9     A              AAA
   1-A-81     46631NDJ5     A              AAA
   1-A-82     46631NDK2     A              AAA
   1-A-83     46631NDL0     A              AAA
   1-A-84     46631NDM8     A              AAA
   1-A-85     46631NDN6     A              AAA
   1-A-86     46631NDP1     A              AAA
   1-A-87     46631NDQ9     A              AAA
   1-A-88     46631NDR7     BB             AAA
   1-A-89     46631NDS5     A              AAA
   1-A-90     46631NDT3     A              AAA
   1-A-91     46631NDU0     BB             AAA
   1-A-92     46631NDV8     BB             AAA
   1-A-93     46631NDW6     BB             AAA
   1-A-94     46631NDX4     BB             AAA
   1-A-95     46631NDY2     BB             AAA
   1-A-96     46631NDZ9     A              AAA
   1-A-97     46631NEA3     A              AAA
   1-A-98     46631NEB1     BB             AAA
   1-A-99     46631NEC9     A              AAA
   A-100      46631NED7     A              AAA
   A-101      46631NEE5     BB             AAA
   A-102      46631NEF2     BB             AAA
   A-103      46631NEG0     BB             AAA
   A-104      46631NEH8     BB             AAA
   A-105      46631NEJ4     BB             AAA
   A-106      46631NEK1     BB             AAA
   A-107      46631NEL9     BB             AAA
   A-108      46631NEM7     BB             AAA
   A-109      46631NEN5     BB             AAA
   A-110      46631NEP0     BB             AAA
   A-111      46631NEQ8     BB             AAA
   A-112      46631NER6     BB             AAA
   A-113      46631NES4     BB             AAA
   A-114      46631NET2     A              AAA
   2-A-1      46631NEX3     BB             AAA
   2-A-2      46631NEY1     BB             AAA
   2-A-3      46631NEZ8     BB             AAA
   2-A-4      46631NFA2     BB             AAA
   A-P        46631NFB0     BB             AAA
   A-X        46631NFC8     BB             AAA

                Ratings Affirmed

        JPMorgan Mortgage Trust 2007-S3
                 Series 2007-S3

        Class      CUSIP         Rating
        -----      -----         ------
        P          46631NFL8     AAA


LA PALOMA: Moody's Downgrades Rating on First Lien Debt to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded La Paloma Generating
Company's (La Paloma or Project) 1st lien debt rating to B2 from
B1 and confirmed the 2nd lien debt at B3.  The rating outlook is
negative.  This concludes the review initiated on March 11, 2008.

The rating action reflects Moody's expectation that La Paloma's
financial and operating performance is unlikely to improve
substantially in the near to intermediate term.  Since 2006, a
combination of operating problems and lower than expected energy
margins caused La Paloma's debt service coverage ratios to average
around 1 times and FFO to Debt to average around 1%.  Moody's also
notes that higher than expected forced outages in the 2008 summer
period combined with historical operating problems since
commercial operation creates uncertainty in Moody's view as to if
and when the Project will be able to achieve operating performance
commensurate with original expectations.

The rating action also considers La Paloma's minimal consolidated
debt amortization and constrained liquidity since the Project has
utilized a significant portion of the working capital facility to
fund forced and scheduled outage related costs in 2007 and in the
first three quarters of 2008.  Moody's views the working capital
facility as a critical source of liquidity for the Project.
Additionally, Moody's notes that La Paloma's total funded debt
balance has increased compared to the same period in 2006 and the
lack of debt amortization under the cash sweep mechanism
significantly contributes to increased refinancing risk.

The confirmation of the 2nd lien debt at B3 and resulting
narrowing of the rating difference between the 1st and 2nd lien
debt reflect both higher default probability and likely high
recovery prospects for both the first and second lien debt in a
potential default.  La Paloma's consolidated funded debt totaled
$417/kw while outstanding 1st lien debt was at $265/kw as of
September 2008.  These metrics compare favorably to the cost of
new construction for a new gas fired combined cycle plant, which
is estimated around $1,300 to $1,500/kw.  Moody's notes that
California's electric utilities ability to own generation,
California regulator's support of utilities owing generation, and
California's need for new generation provide Moody's some comfort
in using such a comparison.

The negative outlook considers the Project's current modest
cushion against its financial covenant requiring DSCR of at least
1.2 times, uncertainties on the Project's ability to refinance the
working capital facility in August 2010, and the Project's
exposure to additional forced outages and volatile merchant
margins.  If La Paloma is unable to manage through these potential
risks, the Project's rating could face additional rating pressure.

La Paloma's ratings could face positive ratings pressure if the
Project is able to sustain low forced outage rates and high
availability as well as achieve DSCR of 1.5x and FFO/Debt of 5% on
a continuing basis.

La Paloma Generating Co. LLC owns a 1,022 MW natural gas-fired,
combined cycle generating facility located in Kern County,
California.  La Paloma is 60% indirectly owned by Complete Energy
Holdings, a privately held operator of electric generation.
Complete Energy Holdings acquired the plant in August 2005 and the
project is operated by affiliates of CEH.  On May 12, 2008, CEH
announced that the company will merge with GSC Acquisition
Company.


LANDSOURCE COMMUNITIES: Barclays Files Disclosure Statement
-----------------------------------------------------------
Barclays Bank PLC, as administrative agent to the Debtors' senior
secured lenders, delivered to the U.S. Bankruptcy Court for the
District of Delaware on Nov. 5, 2008, a Disclosure Statement
explaining a Plan of Liquidation it proposed for the bankrupcy
cases of LandSource Development Communities, LLC, and its
affiliates.

A full-text copy of Barclays Disclosure Statement is available for
free at http://ResearchArchives.com/t/s?34b2

The purpose of the Disclosure Statement is to provide creditors
with sufficient information to make an informed judgment as to
whether to accept or reject the Plan.

As previously reported, Barclays Plan provides for:

   (a) the substantive consolidation of the Debtors for the
       purposes of the Plan only;

   (b) the sale of the Debtors' assets to successful bidders in
       an auction, with the proceeds to be distributed as:

       -- payment in full of all DIP Revolver Loan Claims and
          DIP Roll-Up Loan Claims;

       -- payment in full of allowed administrative expense
          claims, allowed priority tax claims, and allowed
          priority non-tax claims;

       -- payment in full of allowed "permitted lien claims;"

       -- payment to each holder of an allowed second lien
          secured claim of its pro rata share of the second
          lien secured claims proceeds;

       -- payment to each holder of an allowed other secured
          claim of its other secured claim proceeds;

       -- payment to each holder of an allowed general unsecured
          claim of its pro rata share of the general unsecured
          claims proceeds; and

       -- payment to each holder of an allowed interest in
          LandSource Communities of its pro rata share of all
          remaining proceeds after all allowed claims against the
          Debtors are satisfied in full; and

   (c) the establishment and implementation of a liquidating
       trust for the purposes of (i) resolving disputed claims
       and interests, (ii) selling or disposing of all of the
       estate assets not sold in the auction, (iii) evaluating,
       prosecuting and resolving any and all causes of action,
       and (iv) collecting and distributing proceeds in
       accordance with the Plan.

                        Debtors' Business

The Disclosure Statement provides information on the details of
the Debtors' business operations.  LandSource Communities was
formed in November 2003 to make strategic acquisitions and act as
holding company for certain jointly owned partnerships created by
Lennar Corporation and LNR Property Corporation.

In January 2004, LandSource Communities acquired The Newhall Land
and Farming Company, a developer of two master planned
communities, for approximately $1 billion.  In February 2007,
Lennar and LNR admitted MW Housing Partners III, L.P., as a new
member to the joint venture.

MWHP, Lennar, and LNR are the so-called Sponsors of LandSource
Communities.

MWHP is 95% owned by California Public Employees' Retirement
System, with remaining 5% remaining split equally between MWHP's
managers, Macfarlane Housing, LLC and Weyerhauser Realty
Investors, Inc.  MWHP contributed cash and real state, including
roughly 3,924 homesites located in California, New Jersey,
Nevada, and Arizona.

Currently, the Sponsors hold these ownership interests on
LandSource Communities:

                                      Original
         Member      Interest      Capital Invested
         ------      --------      ----------------
         MWHP           68%          $970,997,976
         Lennar         16%          $228,470,112
         LNR            16%          $228,470,112

LandSource Communities is the direct or indirect parent of each
of the other Debtors.  The LandSource Group is a large and
diversified residential and commercial and development company
headquartered in the Santa Clarita Valley in California.  The
Company's primary business is horizontal, rather that vertical,
land development.

A significant portion of the LandSource Group's horizontal
development occurs within the context of master planned
communities that are planned and developed by the Company.
Horizontal development entails all material steps necessary to
transform raw, undeveloped land into "ready-to-build" homesites
for homebuilding and commercial land development.

The Company typically sells the developed property to a
homebuilder or a commercial real state developer.

Major business decisions of LandSource Communities are made by an
eight-member executive committee, comprised of these persons as
of February 2008:

   Name               Sponsor    Title
   ----               -------    -----
   Emile Haddad        Lennar    Chief Investment Officer
   Graham Jones        Lennar    SVP, Asset Management
   David Team          LNR       Pres., US Commercial Prop. Grp.
   Thomas J. Hughes    LNR       Chairman, Pres., and CEO
   Jennifer Glover     MWHP      President and CEO of WRI
   David Brentlinger   MWHP      SVP, Director of WRI Real Estate
   Victor Macfarlance  MWHP      Managing Director, Portfolio &
                                 Investments, of MacFarlane
                                 Partners

Effective Oct. 7, 2008, the Executive Committee was reconstituted
such that it currently solely comprised of Timothy Hogan and
Lawrence Webb, the Chief Restructuring Officers retained on the
Chapter 11 cases, except with respect to matters related to the
Valencia Water Company.

       Other Plan Alternatives, Chapter 7 A Possible Option

Barclays relates that if the Plan is not confirmed, it may or any
other party-in-interest could attempt to formulate a different
plan of reorganization and continuation of the Debtors'
businesses or an orderly liquidation of its assets.

On the other hand, if no plan can be confirmed, the Debtors'
Chapter 11 cases may be converted to cases under Chapter 7 of the
Bankruptcy Code in which a trustee would be elected or appointed
to liquidate the Debtors' assets.

However, Barclays believes that liquidation of the Debtors'
assets under Chapter 7 would result (i) in smaller distributions
being made to claimants than those provided for in the Plan
because of the additional administrative expenses involved in the
appointment of a trustee and attorneys and other professionals to
assist the trustee, (ii) additional expenses and claims, some of
which would be entitled to priority, which would be generated
during the liquidation and from the rejection of unexpired leases
and executory contracts in connection with the cessation of the
Debtors' operation, and (iii) the realization of a lower value of
the Debtors' assets as a result of the "fire sale" nature of a
Chapter 7 liquidation.

                 Other Disclosure- Related Pleadings

Now that the proposed Disclosure Statement has been publicly
submitted to the Court, Barclays reveals that it is withdrawing
its request to file the proposed Disclosure Statement under seal.

Barclays further asks the Court to moot the objections raised
against the late filing of the Disclosure Statement.

                    About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News, Issue No. 16; http://bankrupt.com/newsstand/or
215/945-7000).


LANDSOURCE COMMUNITIES: Parties Object to Barclays' Sale Plan
-------------------------------------------------------------
Barclays Bank PLC, the administrative agent under the debtor-in-
possession credit facility the prepetition first lien credit
facility, filed with the U.S. Bankruptcy Court for the District of
Delaware a Chapter 11 joint plan of reorganization for LandSource
Communities Development LLC and its 20 debtor affiliates, on
October 13, 2008.  Barclays, which is owed over $1 billion, filed
the Plan after the 120-day period wherein LandSource has the sole
authority to file a plan expired.

The Barclays Plan did not include a disclosure statement that
would explain the terms of the Plan.  Approval of the adequacy of
the information in the Disclosure Statement is required before
Barclays could start soliciting votes on the Plan.  Barclays, has
instead, sought permission to file the Disclosure Statement within
30 days.

Key parties, including LandSource and its debtor-affiliates;
Lennar Homes of California; and the Official Committee of
Unsecured Creditors oppose Barclays' request and its filing of a
Chapter 11 plan for the Debtors' estates.

LandSource asked the Court to strike the Plan from the docket,
which plan contemplates a sale of substantially all of
LandSource's assets to the highest bidder.

"Because the filing of the Plan without a disclosure statement
does not move the case towards resolution, it raises the question
of why the plan was ever filed at all," Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, says.
Without a disclosure statement for the Chapter 11 plan, the
statutory process leading to confirmation and emergence from
Chapter 11 cannot begin, the Debtors' counsel points out.

Moreover, the filing of the plan, Mr. Collins argues, is
prejudicial to the Debtors.  The uncertainty of filing a plan
without a disclosure statement had caused numerous parties on whom
the Debtors' business depends, including contractors, governmental
agencies, and employees, to question the direction of the Chapter
11 cases.  The product of this uncertainty, he avers, is a further
decline in the Debtors' asset values, which may enable Barclays
and other senior secured creditors to purchase the assets at an
artificially low price.

"By neither filing a disclosure statement along with the Plan nor
obtaining Court approval to file the Plan prior to filing the
Disclosure Statement, Barclays violated Rule 3016(b) of the
Federal Rules of Bankruptcy Procedure," David B. Stratton, Esq.,
at Pepper Hamilton LLP, Wilmington, Delaware, contends, on behalf
of Lennar Homes of California.

Mr. Stratton asserts that Barclays' action is particularly
inappropriate, as there is no legitimate reason for Barclays to
file its Plan without a disclosure statement.  He notes that the
public filing of the Plan has generated substantial publicity and
adversely affected the estates.  "This sort of tactic violates the
spirit and letter of the Bankruptcy Rules."

It is wholly unclear why Barclays filed its proposed Plan in the
first instance, Laura D. Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, says, on the Committee's
behalf.  "The existence of a dormant Plan on file is certainly
disruptive to the effort of all concerned parties to try and
resolve the Debtors' Chapter 11 cases in a consensual and
constructive manner."

Ms. Jones asserts that the Plan is unconfirmable on its face by
reason of a host of provisions designed to eviscerate the rights
of unsecured creditors in the Debtors' cases.  Among other things,
she notes, the Plan contains a host of unprecedented provisions
having no purpose but to divert the potential returns on
unencumbered assets to the secured lenders that Barclays
represents.  "The Plan on its face therefore violates the 'best
interest of creditors test' of Section 1129(a)(N) of the
Bankruptcy Code," Ms. Jones maintains.

                       Plan Is Unconfirmable,
                        BoNY Mellon Asserts

Barclays Plan is not only unconfirmable, but allowing the Plan to
go forward will put the Debtors' cases right back where they
started, Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in
Wilmington, Delaware, asserts on behalf of Bank of New York
Mellon.  BoNY Mellon serves as administrative agent for the
Debtors' lenders with second priority liens on the Debtors'
assets.

Mr. Landis recalls that in connection with the debtor-in-
possession financing of LandSource, both BONY Mellon and the
Creditors Committee voiced their concerns that the First Lien
Lenders wanted to run the Chapter 11 cases entirely for their own
benefit; that the DIP Credit Agreement gave the First Lien Lenders
complete control over the Debtors by allowing the First Lien
Lenders to foreclose the Debtors' assets without the burden of
complying with California's onerous state foreclosure laws.

There is no reason for an immediate fire sale of the Debtors'
assets, Mr. Landis asserts.  "We are in the midst of an estate
prices are reeling, all of which suggests affording the Debtors a
reasonable reorganization period and a thoughtful sale process."

"Confirmation of the Plan may simply be a mechanism for the First
Lien Lenders to complete what they were prevented from doing at
the outset of these cases - taking control," Mr. Landis argues.

BONY Mellon understands that the Debtors cannot remain in Chapter
11 indefinitely and that steps have to be taken to conclude these
cases, and acknowledges that the filing of a Plan opposed by every
other constituency in these cases is not a forward step in that
process.

           Debtors Failed to Advance Chapter 11 Cases,
                          Barclays Argue

"The Motion is little more than an unremarkable procedural
request by the Administrative Agent to extend the time to file a
disclosure statement until after a filing of the plan," Edwin J.
Harron, Esq., at Young Conaway Stargatt & Taylor LLP, Wilmington,
Delaware, tells the Court.  "What is remarkable, however, is the
Debtors' ongoing failure to advance these [C]hapter 11 cases."

Mr. Harron relates that negotiations over a restructuring began
five months before the Petition Date and broke down twice over the
equity sponsors' inability to commit a restructuring plan.
Barclays says it has asked the Debtors to develop a marketing
process, but to no avail.  After nearly four months of inaction
and only days before the termination of the exclusivity period,
the Debtors finally reached out to Barclays.  The Debtors
submitted two brief term sheets far below the then-current market
value for the Debtors' assets.   Those proposals, however, went
nowhere, according to Mr. Harron.

The Debtors' failure to advance a plan has left Barclays with no
alternative but to file its own Plan -- a straight-forward plan to
sell all of the Debtors' assets by auction before the expiration
of the DIP Credit Agreement, Mr. Harron.

Mr. Harron asserts that neither the Bankruptcy Code nor applicable
case law does not require a plan proponent to file a disclosure
statement simultaneously with a plan or provides a penalty for
failure to file a disclosure statement at the same time a plan is
filed.

         Barclays to Plan Disclosure Statement Under Seal

In separate Court filing, Barclays asked the Court for permission
to file the Disclosure Statement under seal.

Mr. Harron relates that Barclays takes this unusual step because
the Debtors have not yet confirmed that the information contained
in the Disclosure Statement is non-confidential.  "The Debtors'
obstructionist -- or at least dilatory -- tactics have left
Barclays with no other way to proceed."

Mr. Harron asserts that while asking the Court to strike the Plan
because there is no disclosure statement on file, the Debtors have
been in possession of a draft of the proposed Disclosure Statement
for more than a week and have failed to provide comments regarding
the accuracy of the company-specific factual information contained
in the draft or confirm that the draft does not contain
confidential information that should be publicly disclosed.

Barclays maintains that a copy of the proposed Disclosure
Statement has been provided to the Court under seal.  The Debtors
should be given a limited time of 30 days or less, Barclays says,
to provide any comments to the factual statements in the
Disclosure Statement after which the Disclosure Statement should
be unsealed and the Plan process can proceed.

Barclays maintains that it does not wish to risk disclosing the
confidential commercial information about the Debtors' assets and
business operations.

                    About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News, Issue No. 16; http://bankrupt.com/newsstand/or
215/945-7000).


LAS VEGAS SANDS: $2.1BB Deal Dilutes Sheldon Adelson's Stake
------------------------------------------------------------
Tamara Audi at The Wall Street Journal reports that Sheldon
Adelsonm -- chairperson, CEO, and principal stockholder of Las
Vegas Sands Corp. has agreed to a financing deal that dilutes his
holdings, as he faces a challenge to his authority.

WSJ relates that Las Vegas Sands released on Tuesday the details
of a planned $2.1 billion stock offering that would decrease
Mr. Sheldon's stake in Las Vegas Sands to 51.3%, from 68.9%.

As reported in the Troubled Company Reporter on Nov. 12, 2008, Las
Vegas Sands will get a $525 million investment from the family of
Mr. Adelson.  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 Nov. 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.

According to WSJ, the financing deal is an attempt to avoid
defaulting on bank covenants that require Las Vegas Sands to keep
certain levels of cash flow and ensure that it has enough cash to
fund operations.

WSJ relates that the Las Vegas Sands board also took steps that
could check Mr. Adelson's authority amid his aggressive expansion
plans.  Las Vegas Sands said in a filing with the Securities and
Exchange Commission on Monday that it had set up a new executive
committee to mediate "outstanding differences between our Chief
Executive Officer and other Senior Management Members and in
response to a loss of confidence by certain Senior Management
Members" regarding how the company is managed and governed.
Citing a Las Vegas Sands spokesperson, WSJ states that Mr. Adelson
and his senior managers "recommended these additional corporate
policies and procedures to the company's board of directors.  They
were approved, and senior management and the board are committed
to them.  In these times it's only prudent to have the board work
in closer consultation with senior management."

WSJ reports that the value of Mr. Adelson's stake in Las Vegas
Sands has fallen to $1.3 billion from $36.4 billion in October
2008.

Citing people familiar with the situation, WSJ states that
Mr. Adelson insisted on pressing forward with development plans,
while the economy weakened and investors and analysts grew
increasingly nervous about Las Vegas Sands' increaseing debt and
diminishing cash flow.  Las Vegas Sands' President William
Weidner, Executive Vice President Bradley Stone, and Senior Vice
President Robert Goldstein raised concerns with Mr. Adelson over
the cost and pace of development, WSJ says.  Mr. Adelson,
according to WSJ, reassured investors during an earnings
conference earlier this year that Las Vegas Sands could rely on
his personal fortune.

WSJ reports that as Las Vegas Sands' problems deepened, Messers.
Weidner, Stone, and Goldstein become more assertive, mainly in
addressing the firms' development plans in light of its cash-flow
issues.

                     About Las Vegas Sands

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 Dec. 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 Sept. 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 Sept. 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.


MIDWAY GAMES: Sees Liquidity Woes In 2009 When Notes Become Due
---------------------------------------------------------------
Midway Games, Inc. said on Monday it continues to face significant
challenges with respect to liquidity.  In a regulatory filing with
the Securities and Exchange Commission, Midway reported $75.9
million in net loss for the three months ended September 30, 2008.
Midway also disclosed $167.5 million in total assets, including
$10.3 million in cash and cash equivalents, as of September 30,
2008.  The company had $271.0 million in total liabilities,
including $189.2 million in current liabilities.  Midway said it
has experienced annual operating losses since its fiscal year
ended June 30, 2000.

Midway cited that it has a contractual obligation to the holders
of its $75 million convertible senior notes due September 30,
2025, and the holders of its $75 million convertible senior notes
due May 31, 2026, such that:

   -- the holders of the 6.0% Notes may require the company to
repurchase all or a portion of their notes on:

         * April 30, 2009,
         * September 30, 2010,
         * September 30, 2015, and
         * September 30, 2020; and

   -- the holders of the 7.125% Notes may require the company to
repurchase all or a portion of their notes on:

         * May 31, 2010,
         * May 31, 2016, and
         * May 31, 2021,

both at a repurchase price equal to 100% of the principal amount
of the notes, plus any accrued and unpaid interest.  Based on
current market conditions, the company believes it is reasonably
likely that a substantial number of the holders of the 6.0% Notes
will exercise their repurchase rights on April 30, 2009.

Midway also noted that its $40 million revolving line of credit
under an Unsecured Facility with National Amusements, Inc.,
expires on March 31, 2009, and there can be no assurance that it
will be renewed or replaced.

Midway said it is diligently working to identify alternatives to
satisfy the contractual obligations under the indenture with
respect to the 6.0% Notes if any of the holders of the 6.0% Notes
require it to repurchase all or a portion of their notes on April
30, 2009.

Bloomberg News notes that if Midway converts the note into stock,
shareholders would see the value of their shares decline.

                    Midway's Credit Facilities

On February 29, 2008, Midway Home Entertainment Inc. and Midway
Amusement Games, LLC -- as Borrowers -- and Midway Games Inc.,
Midway Games West Inc., Midway Interactive Inc., Midway Sales
Company, LLC, Midway Home Studios Inc., Surreal Software Inc.,
Midway Studios-Austin Inc., and Midway Studios-Los Angeles Inc. --
as U.S. Credit Parties -- terminated an Amended and Restated Loan
and Security Agreement with Wells Fargo Foothill, Inc. -- as the
Arranger and Administrative Agent, and UK Security Trustee -- and
entered into a Loan and Security Agreement with NAI, a related
party.  Also on February 29, Midway entered into an Unsecured Loan
Agreement with NAI and a Subordinated Unsecured Loan Agreement
with NAI.

The NAI Facility provides for up to $90 million in total
availability.  The Secured Facility provides up to $30 million
under which Midway has a $20 million term loan and a revolving
line of credit of up to $10 million.  The Unsecured Facility
provides for a $40 million revolving line of credit and the
Subordinated Facility provides for up to a $20 million revolving
line of credit.

At September 30, 2008, borrowings outstanding on the Secured
Facility term loan and revolving line of credit totaled $20
million and $8.9 million, respectively.  Outstanding letters of
credit totaled $1.0 million at September 30, 2008, which reduces
the available borrowings on the Secured Facility.

Borrowings outstanding on the Unsecured Facility revolving line of
credit totaled $40 million, and borrowings outstanding under the
Subordinated Facility revolving line of credit totaled $19.9
million.  At September 30, 2008, Midway had $25,000 in available
borrowings under the Subordinated Facility.  Midway may elect to
increase the then outstanding principle amount of the borrowings
by the amount of all accrued and unpaid interest rather than
paying the interest currently (paid in kind interest) on the
Subordinated Facility.

The Secured Facility has a 52-month term with no required
amortization of the term loan until the term ends on June 29,
2012.  At September 30, 2008, the interest rate on the Secured
Facility was 6.56%, which represents the three-month LIBOR rate
plus 3.75%.

The Unsecured Facility has a 13-month term which ends on March 31,
2009.  At September 30, 2008, Midway had $40 million drawn on five
borrowings under the Unsecured Facility.  The interest rates on
the Unsecured Facility ranged from 7.81% to 7.82%, which
represents the three-month LIBOR rate plus 5.0%.  Interest under
the Unsecured Facility is payable in kind to the extent such
interest amount plus the outstanding loans is less than or equal
to $40 million.

The Subordinated Facility has a 27-month term which ends on May
31, 2010.  At September 30, 2008, Midway had eight borrowings
under the Subordinated Facility.  The interest rates on the
borrowings ranged from 10.81% to 11.20%.  Interest under the
Subordinated Facility is payable in kind.

Under the Secured Facility, substantially all of the assets of the
company and its U.S. subsidiaries are pledged as collateral.

On September 15, 2008, two of the company's wholly-owned
subsidiaries, Midway Home Entertainment Inc. and Midway Amusement
Games, LLC, entered into a Factoring Agreement with NAI.  NAI
agreed to purchase from MHE from time to time certain of MHE's
accounts receivable invoices.  MHE will sell such accounts
receivable invoices to NAI on an as-needed basis for the purpose
of creating sufficient cash flow for working capital to finance
inventory and fund operations related to its product offerings in
the fourth quarter 2008.  The period during which MHE may sell
accounts receivable invoices under the Factoring Agreement expires
on December 31, 2008.  MHE is not committed to sell any accounts
receivable invoices but, subject to certain eligibility criteria
and certain other conditions precedent, NAI is committed to
purchase accounts receivable invoices by paying purchase prices in
an aggregate not to exceed $40 million; provided, that
availability under the commitment will be replenished to the
extent NAI receives collections in respect of accounts receivable
it has purchased.

According to Midway, were payment for the amounts due under the
NAI Facility accelerated due to a default and such default is not
cured or waived within 60 days of notice of the default to the
trustee for the company's two series of convertible senior notes,
the convertible senior notes may be declared immediately due and
payable in full. If the convertible senior notes were declared
immediately due and payable, the Company could not make the
payment.

The company also noted that if the New York Stock Exchange would
delist the company's stock, then holders of both the 6.0% Notes
and the 7.125% Notes would immediately be able to be require the
company to repurchase all or a portion of their notes, and the
company could not make the payment.

                        Analysts' Concern

Bloomberg News reports that analysts are concerns Midway will
default on the note.  According to Bloomberg, Midway Chief
Executive Matthew Booty said on a conference call November 11 that
the note will be a challenge in the "current economic
environment."


According to Bloomberg, Daniel Ernst, an analyst at Soleil
Securities Corp., said "it's a big problem. I don't know how they
can pay it back."

Bloomberg also relates that Edward Woo, an analyst at Wedbush
Morgan Securities in Los Angeles, said "the company is in a pretty
tight financial situation right now."  "It's a lot of money for a
company that only has about $10 million in cash," Bloomberg quotes
Mr. Woo as saying.  "The question becomes, 'What's going to
happen?' I don't think anyone really knows."

                       About Midway Games

Based in Chicago, Illinois, Midway Games, Inc. (NYSE: MWY),
formerly Midway Manufacturing -- http://www.midway.com/-- is a
video game publisher.  The company sells video games for play on
home consoles, handheld devices and personal computers to mass
merchandisers, video rental retailers, software specialty
retailers, Internet-based retailers and entertainment software
distributors.  It sells video games primarily in North America,
Europe, Asia, and Australia for the major video game platforms and
handheld devices.

Bloomberg News says Midway is controlled by billionaire Sumner
Redstone.  Lender National Amusements is Mr. Redstone's holding
company.  Bloomberg says National Amusements and Redstone control
87% of Midway shares.


MORGAN STANLEY: To Further Slash Workforce by 19%
-------------------------------------------------
Jessica Papini and Aaron Lucchetti at The Wall Street Journal
reports that Morgan Stanley will lay off 19% more of its staff,
after cutting about 10% of its workforce overall this year.

Morgan Stanley Chief Financial Officer Colm Kelleher said at
Merrill Lynch's banking and financial services conference that the
bank will lay off 10% of its institutional-securities
professionals, WSJ relates.  Morgan Stanley, says WSJ, will also
reduce by 9% the workforce in its asset-management business
globally.  Citing Morgan Stanley's co-president James Gorman, the
report states that the bank recognizes that performance in asset
management has been "mixed" and plans on "instituting greater
expense discipline."

According to WSJ, Mr. Gorman said that Morgan Stanley doesn't
expect "material changes" in its operations and that it "welcomes"
increased regulations by the Federal Reserve and others despite
the higher costs that would result.

                Retail Banking Business Launching

WSJ relates that Morgan Stanly is also preparing to launch a
retail banking business, which will be run by a veteran of
Wachovia.

Morgan Stanley hired two senior banking veterans to lead its newly
created Retail Banking Group, as the bank continues to build out
its retail banking business and deposit base.  Cece S. Sutton will
become President of the Retail Banking Group and Jonathan W.
Witter will become the Chief Operating Officer of the Group,
reporting to Ms. Sutton.

The two executives join Morgan Stanley from Wachovia, where they
held senior executive positions, Ms. Sutton as Executive Vice
President and Head of Retail and Small Business Banking with
responsibility for 33,000 employees across 3,300 locations, and
Mr. Witter as Executive Vice President and Head of Distribution
for the general bank.  Ms. Sutton will join the Morgan Stanley
Management Committee and report to Co-President James P. Gorman.

"We are pleased to have these two highly experienced retail
banking executives joining Morgan Stanley to lead our retail
banking initiatives " said Morgan Stanley's Chairperson and CEO
John J. Mack.  "As we look to grow our deposit base and expand
this increasingly important business, we will leverage our
existing retail banking capabilities, as well as our new bank
holding company structure.  We believe Cece and Jon are uniquely
positioned to lead that effort -- and help us realize the many
opportunities we see, both through organic growth and potential
acquisitions."

Mr. Gorman said, "Cece Sutton is a seasoned executive with 30
years of experience and an impressive track record of profitable
growth in retail banking.  She and Jon Witter are the ideal
executives to lead our retail banking initiatives, as we look to
grow bank deposits both by expanding services to our existing
three million individual and small business accounts, as well as
by exploring potential retail bank acquisitions."

Morgan Stanley has begun a series of new initiatives to build new
bank deposits, and announced in late October that it had raised $3
billion in certificates of deposit in just four weeks time.
Morgan Stanley will also launch a campaign to raise client
awareness about the banking and financial services available
through the Morgan Stanley Global Wealth Management Group's
network of 8,500 financial offices in 500 branch offices, and is
in the process of developing new products and services.

Ms. Sutton joined Wachovia in 1978 and held a succession of
management positions across all facets of the retail banking
business, including branch manager, sales manager, training
director and area banking executive.  She has served in her
current position since 2003.

Mr. Witter joined Wachovia in 2004 as Head of Distribution for its
general bank, with responsibilities for designing and leading an
integrated network strategy including branches, ATMs, call centers
and online banking.  He previously served as an associate
principal for McKinsey & Co., specializing in banking and
insurance consulting.

Through its Global Wealth Management Group, Morgan Stanley
currently offers a broad range of financial services, including
banking and lending products and services.  It reported a total of
$36 billion in deposits as of the third quarter ending
Aug. 31, 2008.

                      About Morgan Stanley

New York-based Morgan Stanley -- http://www.morganstanley.com--
is a global financial services firm that, through its subsidiaries
and affiliates, provides its products and services to a group of
clients and customers, including corporations, governments,
financial institutions and individuals.  Morgan Stanley's business
segments include Institutional Securities, Global Wealth
Management Group and Asset Management.  The company conducts its
business from New York City, its regional offices and branches
throughout the United States and its principal offices in London,
Tokyo, Hong Kong and other world financial centers.

As reported in the Troubled Company Reporter on Aug. 26, 2008,
Moody's Investors Service downgraded the ratings of 320 tranches
from 25 transactions issued by Morgan Stanley, including its:

  -- Cl. M-2, downgraded to Caa2 from B2,
  -- Cl. M-3, Downgraded to Ca from B2,
  -- Cl. M-4, Downgraded to Ca from B3,
  -- Cl. M-5, Downgraded to Ca from B3,
  -- Cl. B-3, Downgraded to C from Ca, and
  -- Cl. B-4, Downgraded to C from Ca.


NATIONAL WHOLESALE: Files for Chapter 11 Bankruptcy in Delaware
---------------------------------------------------------------
National Wholesale Liquidators Inc. along with 62 of its
affiliates sought protection from its creditors under Chapter 11
in the United States Bankruptcy Court for the District of
Delaware, Bloomberg News reports.

A person with knowledge of the filing told Keiko Morris at
newsday.com that the company was caught in the credit crunch.
Prior to the filing, General Electric cut off the company's line
of credit by $10 million without notice, Ms. Morris says.
Volatile economy may give the company difficulties to restructure
and emerge from bankruptcy, Ms. Morris continues.

"The reason [General Electric] gave us was the environment outside
was so bad that they are trying to protect themselves," James
Covert of the New York Post National quoted the company as saying.

According to Bloomberg, the company listed assets and debts
between $100 million and $500 million each in its filing.  The
company owes $12.9 million to its unsecured creditors including
Haier America Trading LLC owing $2.4 million; White Rose Grocery
owing $1.2 million; and American Color Graphics owing $1.1
million, the report says.

Headquartered in West Hempstead, New York, National Wholesale
Liquidators Inc. -- http://www.nationalwholesaleliquidators.com/-
- a family-owned discount retailer.  The company was founded in
1984.  The company has 55 stores located in New York, New Jersey,
Pennsylvania, Connecticut, Maryland, Washington D.C., Delaware,
Massachusetts, Virginia, Rhode Island, Michigan and Illinois.


NAZCA CORPORATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Nazca Corporation
        1246 Daniels Dr.
        Los Angeles, CA 90035

Bankruptcy Case No.: 08-28574

Chapter 11 Petition Date: November 3, 2008

Court: Central District of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: David Burkenroad, Esq.
                  Law Offices of David Burkenroad
                  155 W Washington Blvd. #1005
                  Los Angeles, CA 90015
                  Tel: (213) 741-1790

Total Assets: $2,780,000

Total Debts: $2,040,000

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

A full-text copy of the Debtor's petition together with its
schedule of assets and liabilities, is available at no charge at:

           http://bankrupt.com/misc/cacb08-28574.pdf


NEW AMERICA: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: New America - Georgetown, LLC
        4550 Post Oak Place Dr., Ste. 226
        Houston, TX 77027

Bankruptcy Case No.: 08-12179

Chapter 11 Petition Date: November 3, 2008

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: John W. Alvis, Esq.
                  Law Offices of John W. Alvis
                  alvislaw@aol.com
                  PO Box 1068
                  San Marcos, TX 78667
                  Tel: (512) 350-8144
                  Fax: (512) 393-3356

Estimated Assets: $10 million $50 million

Estimated Debts: $10 million $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Cutrer & Cox, Inc.             services          $30,000
3406 Stoney Oak
Houston, TX 77068
Tel: (281) 444-8572

DeviceLogix                    trade debt        $17,689
17774 Cypress
Rosehill Rd #1600
Cypress, TX 77429
Tel: (281) 255-4440

CSI Contractors                trade debt        $13,206
502 Turtle Rock Dr.
Victoria, TX 77904
Tel: (361) 655-7380

Robert B. Higgs                fees              $7,200

Castleberry                    trade debt        $1,045
Surveying, Ltd.


NEWARK BEARS: Bases Loaded Group to Buy Team Out of Bankruptcy
--------------------------------------------------------------
Jeffery C. Mays at The Star-Ledger reports that Bases Loaded Group
has signed a letter of intent to purchase the Newark Bears of the
Atlantic League of Professional Baseball from bankruptcy
proceedings.

The Associated Press relates that Newark Bears filed for
bankruptcy in October 2008.  Marc Berson has owned the Newark
Bears for the past four years, according to the report.

The Newark Bears moved into the Bears & Eagles Riverfront Stadium
in 1999, says The AP.  Newark and Essex County, according to The
AP, financed the building of the $30 million stadium through the
sale of bonds and share a more than $1 million annual debt
payment, The Star-Ledger states.  The Newark Bears owe their
biggest creditors more than $4.6 million, including $3.4 million
to a mortgage company and more than $800,000 to the county, the
Star-Ledger reports.

According to The Star-Ledger, Bases Loaded also has provided the
Atlantic League with a $1 million letter of credit in the hopes of
being included on next year's minor league baseball schedule.

The Star-Ledger states that a bankruptcy hearing on the sale is
scheduled on Thursday.

Citing officials, The Star-Ledger relates that former New York
Yankees outfielder and all-star Tim Raines may manage Newark Bears
in 2009.  The report says that the Bears and Eagles Riverfront
Stadium may not only be used for baseball.

The Star-Ledger quoted Bases Loaded's President and CEO James
Wankmiller as saying, "We want to keep the Newark Bears operating
for the 2009 season.  We are also looking at opportunities to use
the venue for other community related opportunities and be in
operation more than on days where there's baseball.  Maybe music
or even a restaurant."

Court documents say that Bases Loaded will pay $100,000 to Newark
Bears' bankruptcy estate and make sure that the Essex County
Improvement Authority gets the $805,761 in back rent it is due.
Two other buyers were interested in the team, but Bases Loaded was
the only entity willing to commit to Bears Newark playing the 2009
season, The Star-Ledger says, citing Essex County Executive Joseph
DiVincenzo.

                    About The Newark Bears

The Newark Bears -- http://www.newarkbears.com/-- is a
professional baseball team based in Newark, New Jersey.  It is a
member of the Freedom Division of the Atlantic League of
Professional Baseball, which is not affiliated with Major League
Baseball.  Since the 1999 season, the Bears have played their home
games at Bears & Eagles Riverfront Stadium.  On Oct. 24, 2008, the
Newark Bears ceased operations.


NAZCA CORPORATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Nazca Corporation
        1246 Daniels Dr.
        Los Angeles, CA 90035

Bankruptcy Case No.: 08-28574

Chapter 11 Petition Date: November 3, 2008

Court: Central District of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: David Burkenroad, Esq.
                  Law Offices of David Burkenroad
                  155 W Washington Blvd. #1005
                  Los Angeles, CA 90015
                  Tel: (213) 741-1790

Total Assets: $2,780,000

Total Debts: $2,040,000

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

A full-text copy of the Debtor's petition together with its
schedule of assets and liabilities, is available at no charge at:

           http://bankrupt.com/misc/cacb08-28574.pdf


NORTHWEST AIRLINES: Delta Merger Completion Cues Share Conversion
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
dated Oct. 31, 2008, Delta Air Lines, Inc., reported that, in
light of its completed merger with Northwest Airlines Corporation
on October 29, each outstanding share of Northwest common stock --
including those shares issuable pursuant to Northwest's Plan of
Reorganization under Chapter 11 -- was converted into and became
exchangeable for 1.25 shares of
Delta common stock and cash in lieu of any fractional shares.

Delta issued approximately 339 million shares of Delta common
stock either to former holders of Northwest common stock or to be
held for issuance pursuant to Northwest's Chapter 11 Plan, Delta
President Edward H. Bastian informed the SEC.

Based on the closing price of $7.99 per share of Delta common
stock on the New York Stock Exchange on October 29, 2008, the
last trading day before the closing of the Merger, the aggregate
value of the consideration paid in connection with the Merger to
former holders of Northwest common stock or to be held for
issuance pursuant to Northwest's Plan was approximately $2.7
billion.

Upon the closing of the Merger, Northwest became a wholly-owned
subsidiary of Delta and the shares of Northwest common stock,
which traded under the symbol "NWA", have ceased trading on, and
are being delisted from, the New York Stock Exchange, the
statement added.

                     Merger Equity Awards

As previously disclosed, Delta's Board of Directors and
stockholders have approved the issuance of equity to
substantially all employees of the combined company in connection
with the Merger.  Just under 10% of Delta's outstanding equity
capitalization on a fully-diluted basis will be delivered to
substantially all of Delta's and Northwest's U.S. based employees
in the form of unrestricted common stock, which can be held or
sold immediately.  International employees will receive cash
awards instead of stock due to the complexities associated with
stock in many foreign jurisdictions.  Approximately 600 to 700
leaders of Delta will receive restricted shares of common stock
and/or non-qualified stock options instead of the awards
described.

The leadership grants will take approximately three years to
fully vest and, unlike the unrestricted stock provided to most
employees, recipients of the leadership grants cannot realize
immediate value from their awards.  The determination of Delta's
outstanding equity capitalization on a fully-diluted basis gives
effect to the shares of common stock issued to the stockholders
of Northwest in the merger and to the equity grants made to
employees.

All awards made to officers under Delta's Merger Award Program,
will be in the form of restricted stock and stock options that
will vest or become exercisable, as the case may be, over a three
year period, though participants risk forfeiture of those awards
under certain circumstances.  To the extent these awards are not
forfeited, they will vest (i) with respect to 20% of the shares
on each of May 1, 2009, Nov. 1, 2009 and May 1, 2010, and
(ii) with respect to the remaining 40% of the shares on Nov. 1,
2011.

The specific terms of the leadership grants are set forth in the
MAP, which was adopted on Oct. 29, 2008 by the Personnel &
Compensation Committee of the Delta board of directors.  The MAP
is an equity-based long-term incentive program for leadership
employees of Delta and its subsidiaries, including Northwest, and
is intended to retain leadership employees following the Merger
and to align their interests with Delta?s other employees and
stakeholders.

The MAP was adopted under, and is subject to Delta's 2007
Performance Compensation Plan.

          Delta Assumes NWA 2007 Stock Incentive Plan

In a filing with the SEC dated Nov. 10, 2008, Mr. Anderson
reported that pursuant to the Merger Agreement, the NWA Stock
Incentive Plan was assumed by Delta at the effective time of the
merger.

Mr. Anderson says that any award outstanding under the NWA Plan at
the Effective Time that was not otherwise settled upon the
Merger was assumed by Delta and converted into an award referenced
by Delta common stock -- subject to, and in accordance
with, the same terms and conditions applicable to the
corresponding Northwest award, except that the number of shares of
Delta common stock subject to each converted award is equal to the
product, rounded down to the nearest whole number of shares of
Delta common stock, of (i) the number of shares of Northwest
common stock, subject to the corresponding Northwest stock option
appreciation right, and (ii) 1.25.

The exercise price for converted options and stock appreciation
rights is equal the applicable per share exercise price for the
shares of Northwest common stock divided by 1.25, Mr. Anderson
reported.

                     New Officers of Delta

Mr. Bastian noted that effective on the closing of the Merger, the
Delta board of directors increased its size from 11 members
to 13 members.

Richard K. Goeltz, Victor L. Lund and Walter E. Massey resigned
from the Delta board of directors; and Roy J. Bostock, John M.
Engler, Mickey P. Foret, Rodney E. Slater, and Douglas M.
Steenland, each of whom previously served as a director of
Northwest, were elected to the board of directors of Delta, Mr.
Bastian said.

According to Mr. Bastian, the Actions were pursuant to the terms
of the Merger Agreement, which required that, upon the Closing of
the Merger, the board of directors of Delta will be made up of 13
members, consisting of:

   (1) seven members of the Delta board of directors, including:

       * Daniel A. Carp, the current chairman of the board of
         directors of Delta, who will continue to serve as the
         non-executive chairman of the board of directors; and

       * Richard H. Anderson, the current chief executive officer
         of Delta;

   (2) five members of the Northwest board of directors,
       including:

       * Mr. Bostock, who served as chairman of the Northwest
         board of directors prior to the closing of the Merger
         and who will serve as a non-executive vice chairman of
         the Delta board of directors,; and

       * Mr. Steenland, who served as chief executive officer of
         Northwest prior to the closing of the Merger; and

   (3) Kenneth C. Rogers, a Delta pilot, as the representative
       designated by the Delta Master Executive Council, the
       governing body of the Delta unit of the Air Line Pilots
       Association, International.

Richard H. Anderson, Daniel S. Carp, John S. Brinzo, Eugene I.
Davis, David R. Goode, Paula Rosput Reynolds, Kenneth C. Rogers,
and Kenneth B. Woodrow will continue as members of the Delta
board of directors, Mr. Bastian said.

Members of the Audit Committee of the Delta board of directors
are John S. Brinzo, Chair; Roy J. Bostock; John M. Engler; Paula
Rosput Reynolds; and Rodney E. Slater.

        Parties Seek Determination on Airline Operations

The Atlanta-Journal Constitution reports that Delta and ALPA have
submitted separate applications to the National Mediation Board,
"seeking a determination that Delta and Northwest make up a
single carrier."

"If the [NMB] determines that Delta and Northwest are a single
carrier across the Company, as Delta contends, unions would have
14 days to show interest from at least 35 percent of employees in
a craft or class to trigger union representation elections,"
according to the report.

According to AJC, ALPA sought the Determination as part of its
collective bargaining agreement with Delta, and will aid in
establishing a single pilot bargaining unit.

However, the International Association of Machinists believes
that the filings are "premature" and could give Delta the
opportunity to de-unionize the rest of the labor groups, the
newspaper reports.

The Association of Flight Attendants also told AJC that it plans
to file an objection.

Delta spokesman Kent Landers commented that procedures for
addressing union representation and integrating employee
seniority lists "should begin promptly" so employees and
customers can reap more benefits of the Merger.

Northwest is heavily unionized, while Delta's pilots are the only
workforce with union representation.

                          About Delta Air

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

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

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

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

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


NRG ENERGY: Exelon to Woo Shareholders as Board Snubs $6.2BB Offer
------------------------------------------------------------------
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.


PARK AVENUE GARAGE: Case Summary & 7 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Park Avenue Garage, LLC
        390 Park Avenue
        New York, NY 10022

Bankruptcy Case No.: 08-14354

Chapter 11 Petition Date: November 3, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Robert R. Leinwand, Esq.
                  Robinson Brog Leinwand Greene Genovese
                     & Gluck P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: (212) 586-4050
                  E-mail: rrl@robinsonbrog.com

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

           http://bankrupt.com/misc/nysb08-14354.pdf


PARK ESTATES: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor:        Park Estates, LLC
               P. O. Box 447
               Lockwood, MO 65682

Bankruptcy
Case No.:      08-62117

Chapter 11
Petition Date: November 5, 2008

Court:         U.S. Bankruptcy Court
               Western District of Missouri (Springfield)
Judge:         Arthur B. Federman

Debtor's
Counsel:       Raymond I. Plaster
               2032 E. Kearney, Ste. 201
               Springfield, MO 65803
               417-831-6900
               Fax : 417-831-6901
               Email: riplaster@rip-pc.com


Total Assets:  $1,000,001 to $10,000,000

Total Debts:   $1,000,001 to $10,000,000

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


PEDRO GARCIA: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pedro Juan Gomez Garcia
        aka Picky Gomez
        P.O. Box 366824
        San Juan, PR 00936-6824

Bankruptcy Case No.: 08-07575-11

Chapter 11 Petition Date: Nov. 8, 2008

Court: District of Puerto Rico (Old San Juan)

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

Total Assets: $15,280,996

Total Liabilities: $26,166,082

Debtor's Largest Unsecured Creditors:

     Entity           Nature of Claim            Claim Amount
     ------           ---------------            ------------
WesternBank           Co-Debtor in Bank Loans    $17,230,008
268 Munoz Rivera      Owned
Suite 502
San Juan PR 00918

CRIM                  Property Taxes on real     $132,536
P.O. Box 70235        properties
San Juan PR
00936-8235

Harbour Point         Maintenance fees (HOA)     $24,171
295 Palmas Inn Way    Fees

Esther Gomez          Amount due to relatives    $20,000
Harbour Point
Palman del Maqr
Humacao PR 00791

ASUME                 Child support              $7,600
P.O. Box 70376
San Juan PR
00936-8376


PEOPLE OF THE WAY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor:        The People of the Way Del Evangelist Church
               aka Praise Deliverence
               208 Broad Street
               Wrens, GA 30833

Bankruptcy
Case No.:      08-12448

Chapter 11
Petition Date: November 4, 2008

Court:         U.S. Bankruptcy Court
               Southern District of Georgia (Augusta)
Judge:         Susan D. Barrett

Debtor's
Counsel:       Lauminnia F. Nivens
               Law Office of Lauminnia Nivens
               601 Broad St
               Augusta, GA 30901
               706-432-0997
               Fax : 706-432-0071
               Email: LFN962@aol.com

Total Assets:  $928,932

Total Debts:   $720,000

The Debtors do not have creditors who are not insiders.


PROLOGIS: To Halt Developments, Cut Dividend & Jobs; CEO Resigns
----------------------------------------------------------------
ProLogis said Jeffrey H. Schwartz has resigned as the company's
chairman and chief executive officer. In conjunction with
Schwartz's resignation, Walter C. Rakowich, former president and
chief operating officer of the company, has been named chief
executive officer by the Board of Trustees and will join the
company's Board.  Stephen L. Feinberg, the Board's lead trustee,
will assume the role of Board chairman.

"I would like to thank Jeff for his vision and leadership on
behalf of the Board and ProLogis' entire global organization. Jeff
was the key driver behind our international expansion and
accomplished a great deal during his 14 years with the company,"
said Mr. Feinberg. "With the economy facing significant headwinds
due to dislocation in the credit markets and the negative effect
on business conditions around the world, Walt brings a deep
background in real estate, encompassing both operational and
financial expertise. Together, the senior management team is
prepared to make the tough choices necessary to ensure the company
is positioned to weather this storm and preserve its market
leadership position."

Mr. Rakowich most recently was ProLogis' president and chief
operating officer from 2005 until the present.  Prior to that, he
was chief financial officer from 1999 through 2004.  Additionally,
he held various market-level positions, including serving as Mid-
Atlantic regional director from 1995 to 1998.  Before joining
ProLogis, Mr. Rakowich held several positions with the Trammell
Crow Company in Los Angeles, following the completion of his MBA
at Harvard Business School.

Mr. Rakowich said, "Together, our senior management team has
developed a solid plan to reposition the company, and I look
forward to working with our team to address the challenges ahead.
We believe the current share price substantially understates the
company's worth but realize we need to prove that with actions
rather than words. Both the Board and our entire management team
are committed to significantly enhancing the intrinsic value for
all our stakeholders."

"Building ProLogis into the leading global provider of logistics
facilities has been truly rewarding," said Mr. Schwartz. "Today's
market calls for a focus on de-leveraging, cost management and
greater operational efficiencies, and I have confidence in
management's ability to execute that plan under Walt's
leadership."

                 Dividend Cut Enhances Liquidity

The Board has targeted a new annualized dividend of $1.00 per
common share for 2009, subject to market conditions and REIT
distribution requirements. This new rate revises the $2.28 per
share level previously announced for 2009 and represents a 52%
reduction from the $2.07 per share rate declared during 2008. This
action will permit the company to retain additional capital, which
will be used to repay debt and strengthen the balance sheet.

            Targeted Initial Reduction in General and
              Administrative Expenses of 20% to 25%

The company also said that in response to the tough economic
climate, over the near term it will reduce G&A spending by 20% to
25% through a combination of a reduction in workforce and cutting
of business spending.  "Obviously, the credit markets and overall
market conditions make it clear that we need to significantly
reduce expenses," said William E. Sullivan, chief financial
officer. "Difficult times require difficult choices, and we are
currently implementing our expense reduction plan."

                     New Development on Hold
                Pending Improved Market Conditions

The company said that it intends to complete those development
projects currently underway. Going forward, however, the company
does not expect any new development activity for the foreseeable
future and will not pursue entry into any new markets until
conditions improve and liquidity returns.

Bloomberg News' Bob Ivry says ProLogis shares dropped $1.04, or
15%, to $5.83 at 10:14 a.m. in New York Stock Exchange composite
trading. Bloomberg notes that company shares have fallen 78% in
the last month through Tuesday as loans become more difficult to
get and refinancing options shrink.

          Investor Meeting to Discuss Plan Details Today

The company will expand upon its plans at an investor meeting to
be held at The New York Palace on Thursday, November 13, from 8:30
a.m. to 10:30 a.m. ET. For those that cannot attend in person, the
meeting can be accessed telephonically by dialing (800) 768-6569
domestically or (785) 830-7992 internationally (passcode 9027242)
or via a webcast accessed from the company's Web site at
http://ir.prologis.comon the Presentations and Webcasts page.
Both the telephonic and webcast replays will be available after
1:30pm ET on Thursday, November 13, and remain available until
such time as an update to the materials is made available.  The
dial-in number for the replay is (888) 203-1112 domestically or
(719) 457-0820 internationally with a passcode of 9027242.

                          About ProLogis

Based in Denver, Colorado, ProLogis (NYSE: PLD) --
http://ir.prologis.com-- is the world's largest owner, manager
and developer of distribution facilities, with operations in 136
markets across North America, Europe and Asia. The company has
$40.8 billion of assets owned, managed and under development,
comprising 548 million square feet (51 million square meters) in
2,898 facilities as of September 30, 2008.  ProLogis' customers
include manufacturers, retailers, transportation companies, third-
party logistics providers and other enterprises with large-scale
distribution needs.


RAMP SERIES: Moody's Downgrades Ratings of 214 Tranches
-------------------------------------------------------
Moody's Investors Service has downgraded certain tranches from
RAMP Series 2007-RS1 Trust. This action is a correction to rating
actions announced October 17, 2008, where certain specific
features of the cash waterfall were not fully accounted for. From
RAMP Series 2007-RS1 Trust Cl. A-1 Remains Aaa, Cl. A-2 remains
Aa2, Class A-3 remains Ba2 and Class A-4 has been downgraded to
Caa3.

The corrected press release states:

Moody's Investors Service has downgraded the ratings of 214
tranches from 31 subprime RMBS transactions issued by RAMP.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, subprime residential mortgage
loans.

These actions follow and are as a result of Moody's Sept. 18, 2008
announcement that it had updated its loss projections on first-
lien subprime RMBS.

Moody's Investors Service also takes action on certain insured
notes as identified below.  The ratings on securities that are
guaranteed or "wrapped" by a financial guarantor is the higher of
a) the rating of the guarantor or b) the published underlying
rating.

The underlying ratings on these insured notes reflect the
intrinsic credit quality of the notes in the absence of the
guarantee.  The Current Ratings on the below notes are consistent
with Moody's practice of rating insured securities at the higher
of the guarantor's insurance financial strength rating and any
underlying rating that is public.

Complete rating actions:

Issuer: RAMP Series 2005-EFC1 Trust

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to A3 from A1
  -- Cl. M-5, Downgraded to Baa3 from A2
  -- Cl. M-6, Downgraded to Ba3 from A3
  -- Cl. M-7, Downgraded to Caa2 from Baa1
  -- Cl. M-8, Downgraded to C from Baa2
  -- Cl. M-9, Downgraded to C from Ba2
  -- Cl. B-1, Downgraded to C from B2

Issuer: RAMP Series 2005-EFC2 Trust

  -- Cl. M-7, Downgraded to Baa2 from Baa1
  -- Cl. M-8, Downgraded to Ba2 from Baa2
  -- Cl. M-9, Downgraded to Caa3 from Baa3
  -- Cl. M-10, Downgraded to C from Ba1

Issuer: RAMP Series 2005-EFC3 Trust

  -- Cl. M-9, Downgraded to B1 from Baa3
  -- Cl. M-10, Downgraded to Ca from Ba1

Issuer: RAMP Series 2005-EFC4 Trust

  -- Cl. M-9, Downgraded to Caa2 from Caa1
  -- Cl. M-10, Downgraded to C from Caa2

Issuer: RAMP Series 2005-EFC5 Trust

  -- Cl. M-7, Downgraded to Ba1 from Baa1
  -- Cl. M-8, Downgraded to Caa2 from Ba2
  -- Cl. M-9, Downgraded to C from B3
  -- Cl. M-10, Downgraded to C from Caa2

Issuer: RAMP Series 2005-EFC6 Trust

  -- Cl. M-6, Downgraded to Baa3 from A3
  -- Cl. M-7, Downgraded to Caa2 from Ba1
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa2

Issuer: RAMP Series 2005-EFC7 Trust

  -- Cl. A-I-3, Downgraded to B1 from Baa2

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: B2
  -- Cl. A-II, Currently B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: B2

Issuer: RAMP Series 2005-NC1 Trust

  -- Cl. A-I-3, Downgraded to B1 from Baa3

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: B3
  -- Cl. A-I-4, Currently B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Caa1
  -- Cl. A-II, Currently B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: B3

Issuer: RAMP Series 2005-RS1 Trust

  -- Cl. A-I-5, Downgraded to Aa2 from Aaa
  -- Cl. A-I-6, Downgraded to Aa1 from Aaa
  -- Cl. M-I-1, Downgraded to A1 from Aa2
  -- Cl. M-I-2, Downgraded to Baa1 from A2
  -- Cl. M-I-3, Downgraded to Baa2 from Baa1
  -- Cl. M-I-4, Downgraded to Ba1 from Baa2
  -- Cl. M-II-4, Downgraded to Ca from Caa3

Issuer: RAMP Series 2005-RS2 Trust

  -- Cl. M-7, Downgraded to Caa2 from Caa1
  -- Cl. M-8, Downgraded to C from Caa3

Issuer: RAMP Series 2005-RS3 Trust

  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to Baa1 from Aa2
  -- Cl. M-3, Downgraded to Ba1 from A2
  -- Cl. M-4, Downgraded to B1 from A3
  -- Cl. M-5, Downgraded to Caa2 from Baa1
  -- Cl. M-6, Downgraded to Ca from Baa3
  -- Cl. M-7, Downgraded to C from Ba3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. B-1, Downgraded to C from Caa3
  -- Cl. B-2, Downgraded to C from Ca

Issuer: RAMP Series 2005-RS4 Trust

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to A3 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to Ba2 from Baa1
  -- Cl. M-7, Downgraded to Caa1 from B1
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. B-1, Downgraded to C from Caa3

Issuer: RAMP Series 2005-RS5 Trust

  -- Cl. M-2, Downgraded to A1 from Aa2
  -- Cl. M-3, Downgraded to Baa1 from Aa3
  -- Cl. M-4, Downgraded to Baa2 from A1
  -- Cl. M-5, Downgraded to Ba1 from Baa2
  -- Cl. M-6, Downgraded to B3 from Ba3
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. B-1, Downgraded to C from Ca

Issuer: RAMP Series 2005-RS6 Trust

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to Ba1 from A3
  -- Cl. M-7, Downgraded to B2 from Baa3
  -- Cl. M-8, Downgraded to Ca from B2
  -- Cl. M-9, Downgraded to C from Caa1
  -- Cl. M-10, Downgraded to C from Caa2

Issuer: RAMP Series 2005-RS7 Trust

  -- Cl. M-8, Downgraded to Caa2 from B2
  -- Cl. M-9, Downgraded to C from B3
  -- Cl. B, Downgraded to C from Caa2

Issuer: RAMP Series 2005-RS8 Trust

  -- Cl. M-6, Downgraded to B3 from B2
  -- Cl. M-7, Downgraded to Ca from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. B-1, Downgraded to C from Caa3
  -- Cl. B-2, Downgraded to C from Ca

Issuer: RAMP Series 2005-RS9 Trust

  -- Cl. A-I-3, Downgraded to B1 from Ba1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Caa1
  -- Cl. A-II, Currently B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Caa1

Issuer: RAMP Series 2005-RZ3 Trust

  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Ba2 from A3
  -- Cl. M-7, Downgraded to Ca from Baa3
  -- Cl. M-8, Downgraded to C from B1
  -- Cl. M-9, Downgraded to C from B2
  -- Cl. M-10, Downgraded to C from Caa1

Issuer: RAMP Series 2006-EFC1 Trust

  -- Cl. M-3, Downgraded to A3 from Aa3
  -- Cl. M-4, Downgraded to Ba1 from A1
  -- Cl. M-5, Downgraded to B3 from A2
  -- Cl. M-6, Downgraded to Ca from Baa1
  -- Cl. M-7, Downgraded to C from B1
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa1

Issuer: RAMP Series 2006-EFC2 Trust

  -- Cl. A-3, Downgraded to Aa2 from Aaa
  -- Cl. A-4, Downgraded to A1 from Aaa
  -- Cl. M-1S, Downgraded to Baa1 from Aa1
  -- Cl. M-2S, Downgraded to Ba1 from Aa2
  -- Cl. M-3S, Downgraded to B2 from Aa3
  -- Cl. M-4, Downgraded to Caa2 from A3
  -- Cl. M-5, Downgraded to C from Baa3
  -- Cl. M-6, Downgraded to C from B1
  -- Cl. M-7, Downgraded to C from B1
  -- Cl. M-8, Downgraded to C from B2
  -- Cl. M-9, Downgraded to C from B3
  -- Cl. B, Downgraded to C from Caa1

Issuer: RAMP Series 2006-NC1 Trust

  -- Cl. M-1, Downgraded to Aa2 from Aa1
  -- Cl. M-2, Downgraded to Baa1 from Aa2
  -- Cl. M-3, Downgraded to Ba1 from A1
  -- Cl. M-4, Downgraded to B3 from Baa3
  -- Cl. M-5, Downgraded to Ca from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: RAMP Series 2006-NC2 Trust

  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from A2
  -- Cl. M-3, Downgraded to Ba3 from Ba1
  -- Cl. M-4, Downgraded to Caa2 from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. B-1, Downgraded to C from Ca

Issuer: RAMP Series 2006-NC3 Trust

  -- Cl. A-2, Downgraded to Aa1 from Aaa
  -- Cl. A-3, Downgraded to Aa3 from Aaa
  -- Cl. M-1, Downgraded to Baa1 from Aa1
  -- Cl. M-2, Downgraded to Ba2 from Baa1
  -- Cl. M-3, Downgraded to B3 from Ba2
  -- Cl. M-4, Downgraded to Ca from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. M-10, Downgraded to C from Ca

Issuer: RAMP Series 2006-RS1 Trust

  -- Cl. A-I-3, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to A2 from Aa1
  -- Cl. M-2, Downgraded to Baa3 from Baa1
  -- Cl. M-3, Downgraded to B2 from Ba2
  -- Cl. M-4, Downgraded to Ca from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: RAMP Series 2006-RS2 Trust

  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from Baa1
  -- Cl. M-3, Downgraded to B1 from Ba1
  -- Cl. M-4, Downgraded to Caa2 from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: RAMP Series 2006-RS3 Trust

  -- Cl. A-3, Downgraded to B1 from A1
  -- Cl. A-4, Downgraded to B2 from Baa1
  -- Cl. M-1, Downgraded to Ca from Ba3
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: RAMP Series 2006-RS4 Trust

  -- Cl. A-4, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from Aa2
  -- Cl. M-3, Downgraded to Ba3 from A3
  -- Cl. M-4, Downgraded to Caa2 from Ba1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2

Issuer: RAMP Series 2006-RS5 Trust

  -- Cl. A-3, Downgraded to Aa3 from Aa1
  -- Cl. A-4, Downgraded to A2 from Aa2
  -- Cl. M-1, Downgraded to Ba1 from Baa3
  -- Cl. M-2, Downgraded to Caa1 from Ba3
  -- Cl. M-3, Downgraded to Ca from B1
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Ca

Issuer: RAMP Series 2006-RS6 Trust

  -- Cl. A-2, Downgraded to Aa2 from Aa1
  -- Cl. A-3, Downgraded to B3 from Baa3
  -- Cl. A-4, Downgraded to Caa1 from Ba2
  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: RAMP Series 2007-RS1 Trust

  -- Cl. A-4, Downgraded to Caa3 from B2
  -- Cl. A-5, Downgraded to Caa3 from B2
  -- Cl. M-1, Downgraded to C from B3
  -- Cl. M-2, Downgraded to C from Caa1
  -- Cl. M-3, Downgraded to C from Caa2
  -- Cl. M-4, Downgraded to C from Caa3
  -- Cl. M-5, Downgraded to C from Ca
  -- Cl. M-6, Downgraded to C from Ca

Issuer: RAMP Series 2007-RS2 Trust

  -- Cl. A-2, Downgraded to Baa2 from Aa2
  -- Cl. A-3, Downgraded to Baa3 from Aa3
  -- Cl. M-1, Downgraded to Ba3 from Aa2
  -- Cl. M-2, Downgraded to Caa2 from Baa1
  -- Cl. M-3, Downgraded to C from Ba2
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1


REHRIG INT'L: To Sell Michigan Facility; Koster as Auctioneer
-------------------------------------------------------------
Rehrig International Inc. said it would sell its 80,000-sq. ft.
facility called United Steel Wire Co. in Battle Creek, Michigan,
Bill Rochelle of Bloomberg News reports.

The company, Bloomberg says, wants Koster Industries as
auctioneer.  An auction is tentatively set for Dec. 2, 2008, the
report adds.

The company acquired the facility in 2007, the report notes.

A hearing is scheduled for Nov. 25, 2008, to consider approval of
the sale procedures and the auctioneer, Bloomberg says.

                  About Rehrig International

Headquartered in Richmond, Virginia, Rehrig International
Incorporated -- http://www.rehrig.org-- manufactures wire
products, plastic processed plastics, industrial trucks &
tractors, conveyors & conveying equipment, laminated plastics and
sheet metal fabricator.  The company and its two affiliates filed
for Chapter 11 protection on Sept. 5, 2008 (Bankr. D. Del. Case
No. 08-12064).  Kurtzman Carson Consulting, LLC, serves as the
Debtors' Claims, Noticing and Balloting Agent.  When the Debtors
filed for protection from their creditors they listed estimated
assets between $10 million and $50 million and estimated debts
between $10 million and $50 million.


RIVIERA HOLDINGS: EBITDA Decline Cues S&P to Junk Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Las Vegas-based Riviera Holdings Corp.
by two notches.  The corporate credit rating was lowered to 'CCC+'
from 'B'.  The ratings were removed from CreditWatch, where they
were placed with negative implications on Nov. 3, 2008. The rating
outlook is negative.

"The ratings downgrade reflects acceleration of revenue and EBITDA
declines at Riviera's Las Vegas and Black Hawk, Colo. properties,
which has led to a tightening liquidity position," said Standard &
Poor's credit analyst Melissa Long.  "Furthermore, the downgrade
reflects S&P's expectation that, given currently weak economic
conditions and the pullback in consumer discretionary spending,
revenue and EBITDA declines will continue to be severe through at
least the first half of 2009."

Riviera's net revenues and EBITDA in the September quarter
declined approximately 23% and 58%, respectively.  Management has
stated that it expects that declines in the fourth quarter will be
in line with third-quarter declines.  S&P believes that the
company could experience an EBITDA decline of 25% to 30% in 2009.

The decline in operating performance has led to rising debt
leverage (as measured by total adjusted debt to EBITDA), which was
around 7.1x as of Sept. 30, 2008.  The company's revolving credit
facility contains a leverage covenant that would be violated in
the event that revolver borrowings exceed $2.5 million and
leverage is higher than 6.5x.  Given its leverage, the company is
unable to access its revolving credit facility, as it already has
$2.5 million drawn as of Sept. 30, 2008.  Given S&P's expectations
for performance in the next few quarters, S&P does not believe the
company will have access to its revolving credit facility
throughout 2009.  S&P estimates that the company had excess cash
of about $10 million as of Sept. 30, 2008.  This will provide
somewhat of a cushion in the coming quarters, but may not be
sufficient if operating performance in the first half of 2009
declines at the same pace as the second half of 2008.

The 'CCC+' rating reflects Riviera's tightening liquidity
position, high debt leverage, its small portfolio of two casinos,
the highly competitive markets in which it operates, and the newer
and higher-quality resorts of many of its competitors.  Riviera
owns and operates The Riviera Hotel and Casino in Las Vegas and
The Rivera Casino in Black Hawk, Colorado.

Through the first nine months of 2008, Riviera has experienced
revenue and EBITDA declines at both of its properties as a result
of the significant pullback in consumer discretionary spending and
a smoking ban, which was implemented in Colorado in 2008.  For the
nine months ended September 2008, net revenues have declined 13%
at the Las Vegas property and 21% at the Black Hawk property.
Property-level EBITDA at Las Vegas and Black Hawk has fallen 31%
and 35%, respectively.  Riviera's consolidated adjusted year-to-
date EBITDA fell about 35%, which has led to a weakening of credit
measures.  In particular, debt to EBITDA has risen to 7.1x as of
Sept. 30, 2008, from about 5.4x at March 31, 2008.  S&P expects
this measure to continue to weaken over the next several quarters
given S&P's performance expectations.


SIMMONS BEDDING: Seeks Forbearance from Lenders, Delays Q3 Report
-----------------------------------------------------------------
Simmons Bedding Company said it is currently in discussions with
its senior lenders with respect to a forbearance agreement related
to the senior credit facility in order to have more time to
negotiate the terms of an amendment which will include revised
financial covenants into 2010.  As a result, the Company will
delay its earnings release for the third quarter and nine months
ended September 27, 2008, which was previously scheduled for after
the close of business on November 11, 2008.

Last month, Simmons Company said it anticipates these results for
its third quarter 2008:

   -- Net sales ranging from roughly $273 million to
      $278 million, down between 10% -- 13% compared to the same
      period of 2007;

   -- Adjusted EBITDA -- as defined under Simmons Bedding's
      senior credit facility -- ranging from roughly
      $31 million to $34 million.  Adjusted EBITDA for the third
      quarter 2008 was negatively impacted by a $3.6 million bad
      debt expense charge associated with the bankruptcy of
      Mattress Discounters during the quarter;

   -- As of September 27, 2008, the Company estimates its cash
      on hand to be between roughly $62 million to $64 million
      and the Company's $75 million revolving credit facility
      was fully drawn; and

   -- As of September 27, 2008, the Company's debt was roughly
      roughly $984 million -- roughly $745 million at the
      Simmons Bedding level.

In an October 21 news statement, Simmons Company said its Simmons
Bedding unit has notified its senior lenders under its senior
credit facility that it does not expect to be in compliance with
the maximum leverage ratio covenant set forth in the senior credit
facility as of September 27, 2008.  Simmons Bedding sought the
consent of its senior lenders to amend its senior credit facility,
to among other things, waive the September 27, 2008 covenant
breach and amend certain future maximum leverage ratio and minimum
cash interest coverage ratio covenants to provide more financial
flexibility.

The senior credit facility provides for a $75.0 million revolving
loan facility and a $465.0 million tranche D term loan facility.
As of June 28, 2008, the company had $24.0 million outstanding and
the availability to borrow an additional $41.7 million under the
revolving loan facility after taking into account $9.3 million
that was reserved for reimbursement obligations with respect to
outstanding letters of credit.  Subsequent to June 28, 2008, the
company borrowed the remaining $41.7 million available under the
revolving loan facility and held the cash to fund operations,
payments of interest on its debt and a payment of a $12.3 million
dividend to Simmons Holdco for the payment of interest on its
Toggle Loan.

The revolving loan facility expires on December 19, 2009, and the
tranche D term loan facility expires on December 19, 2011.

The tranche D term loan has a mandatory principal payment of
$113.5 million due on March 31, 2011, and three additional
quarterly mandatory principal payments of $117.2 million from June
30, 2011 through maturity on December 19, 2011.  Depending on
Simmons Bedding's leverage ratio, the company may be required to
prepay a portion of the tranche D term loan with up to 50% of its
excess cash flows from each fiscal year by March of the following
fiscal year.  Based upon 2007 results, the company was not
required to prepay a portion of the tranche D term loan in fiscal
year 2008.

The senior credit facility requires Simmons Bedding to maintain
certain financial ratios, including cash interest coverage and
total leverage ratios.  The senior credit facility also contains
other covenants, which among other things, limit capital
expenditures, the incurrence of additional indebtedness,
investments, dividends, transactions with affiliates, asset sales,
mergers and consolidations, prepayment of other indebtedness,
liens and encumbrances and other matters customarily restricted in
such agreements.  The financial covenants are:

   (1) A ratio of adjusted EBITDA to cash interest expense
       (minimum cash interest coverage ratio), with compliance
       levels ranging from cash interest coverage of no less
       than:

          2.25:1.00 for December 29, 2007;

          2.75:1.00 from March 29, 2008 through December 31,
                    2008; and

          3.00:1.00 from March 31, 2009 through each fiscal
                    quarter ending thereafter.

   (2) A ratio of net debt to adjusted EBITDA (maximum leverage
       ratio), with compliance levels ranging from total leverage
       of no greater than:

          5.00:1.00 for December 29, 2007;

          4.50:1.00 from March 29, 2008 through December 31,
                    2008; and

          4.00:1.00 from March 31, 2009 through each fiscal
                    quarter ending thereafter.

The lending consortium under the SECOND AMENDED AND RESTATED
CREDIT AND GUARANTY AGREEMENT dated as of May 25, 2006, are:

   -- GOLDMAN SACHS CREDIT PARTNERS L.P., individually, as Sole
      Bookrunner, Lead Arranger, Syndication Agent and as Lender;

   -- DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent;

   -- DEUTSCHE BANK A.G., CAYMAN ISLANDS BRANCH, individually as
      Lender;

   -- GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation
      Agent and a Lender; and

   -- CIT LENDING SERVICES CORPORATION, as Co-Documentation Agent
      and a Lender.

Simmons Co. is represented in the transaction by Angela L.
Fontana, Esq., at Weil, Gotshal & Manges LLP, in Dallas, Texas.

                     About Simmons Company

Atlanta, Georgia-based Simmons Company -- http://www.simmons.com/
-- through its indirect subsidiary Simmons Bedding Company, is one
of the world's largest mattress manufacturers, manufacturing and
marketing a broad range of products including Beautyrest(R),
Beautyrest Black(R), Beautyrest Studio(TM), ComforPedic by
Simmons(TM), Natural Care(R), Beautyrest Beginnings(TM) and Deep
Sleep(R).  Simmons Bedding Company operates 19 conventional
bedding manufacturing facilities and two juvenile bedding
manufacturing facilities across the United States, Canada and
Puerto Rico.  Simmons also serves as a key supplier of beds to
many of the world's leading hotel groups and resort properties.


SIMONS ASSET: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Simons Asset Management LLC
        510 N. Valley Mills Drive, Suite 304
        Waco, TX 76710

Bankruptcy Case No.: 08-61140

Debtor-affiliate filing a separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Simons Broadcasting LP                             08-61141

Chapter 11 Petition Date: November 4, 2008

Court: Western District of Texas (Waco)

Judge: Frank R. Monroe

Debtor's Counsel: Larry E. Kelly, Esq.
                  kelly@thetexasfirm.com
                  Beard Kultgen Brophy Bostwick Dickson
                  & Squires, LLP
                  5400 Bosque Boulevard, Suite 301
                  Waco, TX 76710
                  Tel: (254) 776-5500
                  Fax: (254) 776-3591

Estimated Assets: $500,000 to $1 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Platinum Debt Group LLC        non-purchase      $9,963,957
360 North Crescent Drive       money
South Building
Beverly Hills, CA 90210

Gammon & Grange                debt              $53,452
8180 Greensboro Drive
Seventh Floor
McLean, VA 22102-3807

AICCO Inc.                     debt              $21,535
45 East River Park Place, West
Suite 308
Fresno, CA 93720

Sheehy Lovelace & Mayfield     legal services    $12,100

TXU Energy                     debt               $8,730

Payne, Smith & Jones PC        debt               $7,500

AT&T                           fiberoptic         $5,629

Internal Revenue Service       tax                $4,723

American Express               business card      $3,733

Richland Dallas Tower LLC      maintenance        $3,374

Garvey Schubert Barer          debt               $3,184

AAA Industrial Park Mini       debt               $210

IESI Greenville                debt               $195

Verizon Wireless               telephone          $138

The Hartford                   insurance          $125


SIX FLAGS: Fitch Puts Junk Ratings on Negative Watch
----------------------------------------------------
Fitch Ratings has placed these ratings for Six Flags, Inc., and
its subsidiaries on Rating Watch Negative:

Six Flags

-- Issuer Default Rating (IDR) at 'CCC';

-- Senior unsecured notes (including the 4.5% convertible notes)
    at 'CC/RR6';

-- Preferred stock at 'C/RR6'.

Six Flags Operations Inc. (SFO)

-- IDR at 'CCC'.
-- Senior unsecured notes at 'CCC-/RR5'.

Six Flags Theme Park Inc. (SFTP)

-- IDR at 'CCC'.
-- Secured bank credit facility at 'B/RR1'.

In August 2009, Six Flags' $287.5 million (plus accrued dividends)
'C' rated mandatorily convertible preferred stock comes due.  Six
Flags does not generate sufficient internal cashflow to repay this
obligation at maturity and has expressed its intention to explore
alternatives to address its highly leveraged capital structure.

Given the state of the credit markets and current pricing on Six
Flags securities, Fitch believes securing traditional external
financing could be extremely challenging, leaving the company
limited options available to address this maturity.  In Fitch's
view, it is a real possibility that certain remedies that Six
Flags may pursue to address the PIERS maturity could constitute a
technical or restricted default or outright default on the PIERS.

One such remedy could be to offer to exchange the PIERS for some
other obligation.  Under Fitch's criteria, a Distressed Debt
Exchange results when an exchange offer has a material reduction
in terms (extension of maturity and security holders will receive
less than par) and is deemed to be coercive (de facto necessary
even if voluntary).  Fitch deemed the previous exchange offer to
be a DDE in a rating action commentary on June 16, 2008.  The
rating Watch Negative would be resolved upon Six Flags'
announcement of a plan to address the PIERS maturity.

The 'CCC' IDR and 'C' rating on the PIERS reflect the material
refinancing risks posed by the August 2009 PIERS maturity.  The
company has stated that there are potential Delaware Law
restrictions on the potential redemption of the PIERS.  In
addition, Fitch believes that a failure to redeem the PIERS when
due could trigger a default on the bank credit facility.  Further,
a default on the senior unsecured notes could be triggered if the
banks do not agree to grant an amendment or waiver and choose to
accelerate the bank credit agreement.

The company has improved fundamental operating performance in 2008
and is expected to be above free cashflow breakeven for the year.
On Nov. 10, 2008, the company announced that Sept. 2008 year-to-
date revenues grew 5% as a result of 4% revenue per capita growth
and slight increase in attendance.  Revenue has continued its
growth into the fourth quarter, with attendance for the quarter
through Nov. 4, 2008 up 7% and revenue per capita up 2%.  As of
Sept. 30, 2008, the company has an interest coverage ratio of
approximately 1.5 times (x), and leverage is approximately 9x,
both an improvement over 2007 year end interest coverage of 0.9x
and leverage of 13.8x.  Total debt of $2.4 billion was made up of
$1.3 billion in senior unsecured notes ($400 million at SFO),
$840 million in term loan B debt and approximately $297 million in
PIERS.

Liquidity as of Sept. 30, 2008 consisted of $34.3 million in cash.
In October 2008, the company borrowed $244.2 million from its
revolving credit facility (there was a $0 balance as of Sept. 30,
2008) in order to ensure sufficient liquidity for its off-season.
In addition to its August 2009 PIERS maturity, Six Flags has
approximately $130 million in notes due in February 2010.  Fitch
expects that Six Flag's liquidity should be sufficient to cover
operating costs in the off-season and invest in its parks.


SOUTH TEXAS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor:        South Texas ACP Management, L.L.C.
               5 Event Center Drive
               Brownsville, TX 78526

Bankruptcy
Case No.:      08-70685

Chapter 11
Petition Date: November 4, 2008

Court:         U.S. Bankruptcy Court
               Southern District of Texas (McAllen)
Judge:         Richard S. Schmidt

Debtor's
Counsel:       John Kurt Stephen
               Cardena Whitis and Stephen
               100 S Bicentennial Blvd
               McAllen, TX 78501-7050
               956-631-3381
               Email: kurt@hiline.net


Total Assets:  $1,000,001 to $10,000,000

Total Debts:   $0 to $50,000

The Debtor identified Tom Fleming, Esq., of 1650 Paredes Ln Road,
Suite 102, in Brownsville, Texas, as its largest unsecured
creditor.  The Debtor indicated that it owes Mr. Fleming
attorney's fees but no amount was specified.


SOUTHERN CRESCENT: Case Summary & 6 Largest Unsec. Creditors
------------------------------------------------------------
Debtor: Southern Crescent Rehabilitation & Retirement
           Community, Inc.
        2125 Highway 42 North
        Stockbridge, GA 30253

Bankruptcy Case No.: 08-82508

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Frank B. Wilensky, Esq.
                  Macey, Wilensky, Kessler & Hennings, LLC
                  Suite 2700
                  230 Peachtree Street, NW
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: smcconnell@maceywilensky.com

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

           http://bankrupt.com/misc/ganb08-82508.pdf


STAMFORD CENTER: Wants Plan Filing Period Extended Until March 20
-----------------------------------------------------------------
Erik Larson of Bloomberg News reports that Stamford Center for the
Arts Inc. is asking the United States Bankruptcy Court for the
District of Connecticut to extend its exclusive period to file a
Chapter 11 plan of reorganization until March 20, 2008.

The company said it could not file a plan by the initial deadline
on Dec. 20, 2008, due to financial difficulties and lack of
manpower, Bloomberg relates.

"The company is working towards a consensual exit . . . it does
not believe it will be able to file such plan by the current
deadline," Bloomberg quoted the company as saying.

                       About Stamford Center

Headquartered in Stamford, Connecticut, Stamford Center for the
Arts Inc. fkn Stamford Theatre Partnership --
http://www.stamfordcenterforthearts.org/-- was created by
Champion International Corp., Pitney Bowes Inc. and F.D. Rich
Company Inc.  The Debtor filed for bankruptcy protection on Aug.
22, 2008 (Bankr. D.C. Case No.: 08-50773).  Patrick J. McHugh,
Esq., at Finn Dixon and Herling is the Debtor's counsel.  When the
Debtor filed for bankruptcy, it listed assets of $10,000,000 to
$50,000,000 and debts of $1,000,000 to $10,000,000.


STM DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor:        STM Development, LLC
               fka STM Executive Suites, LLC
               2004 Commerce Drive North, Suite 100
               Peachtree City, GA 30269
Bankruptcy
Case No.:      08-13317

Chapter 11
Petition Date: November 4, 2008

Court:         U.S. Bankruptcy Court
               Northern District of Georgia (Newnan)
Judge:         W. Homer Drake

Debtor's
Counsel:       J. Carole Thompson Hord
               Schreeder, Wheeler & Flint, LLP
               1100 Peachtree Street, NE
               Suite 800
               Atlanta, GA 30309-4516
               (404) 954-9858
               Email: chord@swfllp.com

               John A. Christy
               Schreeder, Wheeler & Flint, LLP
               1100 Peachtree Street
               Suite 800
               Atlanta, GA 30309-4516
               404-681-3450
               Fax : 404 681 1046
               Email: jchristy@swfllp.com

Total Assets:  $1,000,001 to $10,000,000

Total Debts:   $1,000,001 to $10,000,000

A list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/ganb08-13317.pdf


STORM CAT: Michael Baker Assesses Subsidiaries' Bankruptcy
----------------------------------------------------------
The Associated Press reports that engineering and energy services
provider Michael Baker Corp. said on Tuesday it is assessing the
impact of the bankruptcy filings of Storm Cat Energy Corp.'s
affiliates.

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Storm Cat said its U.S. subsidiaries filed for a voluntary
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Colorado.  Storm Cat was not included in the U.S. bankruptcy
filing, nor did it file an application for creditor protection
under the Companies' Creditors Arrangement Act in Canada.  Storm
Cat is in negotiations with its existing lenders to secure
sufficient debtor-in-possession financing for its troubled units.

According to The AP, Michael Baker said that Storm Cat owed the
company about $8.3 million as of Sept. 30, 2008, and only
$1.3 million has been paid.

                About Storm Cat Energy Corporation

Based in Alberta, Canada, Storm Cat Energy Corporation --
http://www.stormcatenergy.com/-- is engaged in the exploitation,
development and production of crude oil and natural gas with focus
on unconventional natural gas resources from coal seams, fractured
shales and tight sand formations.  The company's estimated proved
reserves as of Dec. 31, 2007, were 44.5 billion cubic feet of
natural gas of natural gas.  All of the drilling activities are
conducted on a contract basis with independent drilling
contractors.  The company's principal product is natural gas.  The
principal markets are natural gas marketing companies, utilities
and industrial or commercial end-users.


SUMMIT GLOBAL: U.S. Trustee Wants Case Converted to Chapter 7
-------------------------------------------------------------
Bloomberg News reports that the United States Bankruptcy Court for
the District of New Jersey converted the Chapter 11 cases of
Summit Global Logistics Inc. and its debtor-affiliates to a
Chapter 7 liquidation proceedings.

According to the Troubled Company Reporter on Oct. 23, 2008,
Roberta A. DeAngelis, the U.S. Trustee for Region 3, argued that
the Debtors do not have sufficient funds to pay accrued
administrative fees including accrued fees of Lowenstein Sandler
PC, which has filed a request to withdraw as the Debtors' counsel.
The Debtors are administratively insolvent, the U.S. Trustee
asserted.

The Debtors must pay quarterly fees for 17 estates until their
cases are closed, if they remain in Chapter 11, the Trustee noted.

                       About Summit Global

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
http://www.summitgl.com/-- offers a network of strategic
logistics services, such as non-vessel operating common carrier
ocean services, overseas consolidation, air freight forwarding,
warehousing & distribution, cross-dock, transload, customs
brokerage and trucking.  The Company and its 17 affiliates filed
for Chapter 11 protection on January 30, 2008 (Bankr. N.J. Case
No. 08-11566).  Lowenstein Sandler, P.C., initially represented
the Debtors in their restructuring efforts.  In September,
Lowenstein Sandler said it is withdrawing from the case.  No
Official Committee of Unsecured Creditors has been appointed
in this cases.  When the Debtors filed for protection against
their creditors, they listed assets of between $50 million and
$100 million, and debts of between $100 million and $500 million.


SUSAN PRYOR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Susan Hawley Pryor
        4503 Outlook Dr.
        Marietta, GA 30066

Joint Debtor: Bradley Quinton Pryor

Bankruptcy Case No.: 08-82444

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Ian M. Falcone, Esq.
                  The Falcone Law Firm PC
                  363 Lawrence Street
                  Marietta, GA 30060
                  Tel: (770) 426-9359
                  E-mail: attorneys@falconefirm.com

Total Assets: $1,468,948

Total Debts: $2,250,835

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

           http://bankrupt.com/misc/ganb08-82444.pdf


TAL-PORT INDUSTRIES: Case Summary & 19 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Tal-Port Industries, LLC
        2003 Gordon Avenue
        Yazoo City, MS 39194

Bankruptcy Case No.: 08-03412

Chapter 11 Petition Date: November 3, 2008

Court: Southern District of Mississippi (Jackson)

Debtor's Counsel: Derek A. Henderson, Esq.
                  111 E. Capitol St., Suite 455
                  Jackson, MS 39201
                  Tel: (601) 948-3167

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

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

   Entity                                         Claim Amount
   ------                                         ------------
James W. Hood                                     $15,500,000
PO Box 4931
Jackson, MS 39296-4931                             656,097

MS Band of Choctaw Indians                         5,950,000
d/b/a Chahta Enterprise
1600 N. Pearl St.
Carthage, MS 39051

Offshore International, L.L.C.                     3,500,000
8350 East Old Vail Road
Tucson, AZ 85747-9197

Aeronaves                                          1,140,778
Santo Domingo
D.N., Dominican Republic
00009-9999

Entrada Group                                      200,000

The Logistics Group, LLC                           200,000

Sumitomo Wiring Systems (USA), Inc.                164,736

Power & Signal Group                               119,401

Thermo-O-Link, Inc.                                116,672

Osram Sylvania Products, Inc.                      100,681

The ILS Company                                    83,777

United Parcel Services                             83,520

Deutsch Industrial Products                        70,265

Focus Business Solutions                           61,312

Infor Global Solutions                             61,193

Conway Mackenzie & Dunleavy                        61,171

Ladd Industries, Inc.                              58,769

Greening Management Systems                        56,074

Southwestern Motor Transport Inc.                  55,313


TEK INTERACTIVE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tek Interactive Group, Inc.
        3630 Illinois Road
        P.O. Box 8368
        Fort Wayne, IN 46898

Related Information: According to Court dockets, the Debtor filed
                     for chapter 11 on March 5, 2002 (Case No.
                     02-10749).  The Debtor emerged from that
                     case on September 20, 2005, and the case
                     was closed April 27, 2006.

Bankruptcy Case No.: 08-13750

Chapter 11 Petition Date: October 30, 2008

Court: Northern District of Indiana (Fort Wayne Division)

Debtor's Counsel: Daniel Serban, Esq.
                  1016 Standard Federal Plaza
                  200 E. Main Street
                  Fort Wayne, IN 46802
                  Tel: (260) 969-5000
                  E-mail: dserban@serbanlaw.com

Estimated Assets: $0 to $50,000

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

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

           http://bankrupt.com/misc/innb08-13750.pdf


TEK INTERACTIVE: Section 341(a) Meeting Set for December 12
-----------------------------------------------------------
U.S. Trustee Nancy J. Gargula will convene a meeting of creditors
of Tek Interactive Group Inc. on December 12, 2008, at 1:00 p.m.
at 1:00 p.m. at Room 1194, Federal Building in Fort Wayne,
Indiana.

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

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

In addition, parties-in-interest in the Debtor's cases may file
proofs of claim against the estate by March 12, 2009.
Governmental units have until April 29, 2009, to file proofs of
claim.

Based in Fort Wayne, Indiana, Tek Interactive Group, Inc., filed
for chapter 11 protection on October 30, 2008 (Bankr. N.D. Ind.
Case No. 08-13750).  According to Court dockets, the Debtor filed
for chapter 11 on March 5, 2002 (Case No. 02-10749).  The Debtor
emerged from that case on September 20, 2005, and the case was
closed April 27, 2006.  Daniel Serban, Esq., represents the Debtor
in its present case.  The Debtor listed $0 to $50,000 in estimated
assets, and $1,000,000 to $10,000,000 in estimated debts when it
filed for bankruptcy.


TIAA SEASONED: S&P Keeps 'B' Ratings on Classes P, Q & S Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 21
classes of commercial mortgage pass-through certificates from TIAA
Seasoned Commercial Mortgage Trust 2007-C4.

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

As of the Oct. 20, 2008, remittance report, the collateral pool
consisted of 144 loans with an aggregate trust balance of
$1.994 billion, compared with 148 loans totaling $2.091 billion at
issuance.  The master servicer, Wachovia Bank N.A., reported
financial information for 82% of the pool, primarily full-year
2007 data.  Standard & Poor's calculated a weighted average debt
service coverage of 1.67x for the pool, compared with 1.69x at
issuance.  None of the loans in the pool are delinquent, and there
are no loans with the special servicer, Centerline Servicing Inc.
The trust has not experienced any losses to date.

The top 10 loans have an aggregate outstanding balance of
$618.345 million (31%) and a weighted average DSC of 1.64x,
compared with 1.65x at issuance.  The third-largest loan in the
pool is on the servicer's watchlist and is discussed below.  The
master servicer provided recent inspection reports for nine of the
assets underlying the top 10 loan exposures.  These properties
were characterized as either "excellent" or "good."

The credit characteristics of 37 ($666.2 million, 33.4%) of the
loans are consistent with those of investment-grade rated
obligations. Details of the three largest investment-grade loans
are:

  -- The 1000 Broadway/Fox Portfolio loan is the largest loan in
     the pool and has a trust and whole-loan balance of
    $118.3 million (5.9%).  The loan consists of two 10-year,
     fixed-rate, cross-collateralized and cross-defaulted loans
     secured by Fox Tower and 1000 Broadway, two class A office
     buildings comprising 785,835 of net rentable area located in
     the central business district of Portland, Oregon.  For the
     year ended Dec. 31, 2007, DSC was 1.69x and the total
     combined occupancy of the properties was 94%.  Standard &
     Poor's adjusted valuation is comparable to its level at
     issuance.

  -- The Pinnacle Towers South and North loan is the fourth-
     largest loan in the pool and has a trust and whole-loan
     balance of $60.1 million (3.0%).  The loan is secured by a
     first mortgage encumbering the fee interest in two office
     buildings comprising 446,919 of NRA in Tyson's Corner,
     Virginia, 14 miles west of Washington.  For the year ended
     Dec. 31, 2007, DSC was 1.91x and occupancy was 98%.  Standard
     & Poor's adjusted valuation is comparable to its level at
     issuance.

  -- The AirTouch Spectrum loan is the fifth-largest loan in the
     pool and has a trust and whole-loan balance of $56.5 million
     (2.8%).  The loan is secured by a first mortgage encumbering
     a built-to-suit headquarters complex for AirTouch
     Communications Inc.  For the year ended Dec. 31, 2007, DSC
     was 1.39x and occupancy was 100%.  Standard & Poor's adjusted
     valuation is comparable to its level at issuance.

There are three loans ($37.9 million, 1.9%) in the pool that have
reported low DSC, only one of which is a credit concern.  The 2200
Renaissance loan ($17.1 million, 0.9%) had a DSC of 0.85x and 80%
occupancy for the year ended Dec. 31, 2007.  The loan is secured
by a 184,991-sq.-ft. suburban office building in King of Prussia,
Pennsylvania, 27 miles northwest of Philadelphia.  The low DSC is
due to a decline in occupancy at the property.  The loan was
current as of the Oct. 20, 2008, remittance report.  The remaining
two loans with low DSC have demonstrated improved performance
based on interim financial reports, and S&P does not consider them
to be credit concerns.

Wachovia reported a watchlist of seven loans ($177.9 million,
8.9%).  The Sammamish Parkplace loan ($85.7 million, 4.3%) is the
largest loan on the watchlist and the third-largest loan in the
pool.  The loan is secured by a 564,605-sq.-ft. three-building
class A office complex situated on 20 acres of land in Issaquah,
Washington, approximately 20 miles east of Seattle.  Microsoft
Corp. occupies 100% of the NRA under three separate leases.  The
loan appears on the watchlist because one of Microsoft's leases,
representing 39% of the NRA, expired earlier this year.  Wachovia
reported that the expiring lease has been renewed, and the loan
will be removed from the watchlist.  As of Dec. 31, 2007, DSC was
1.92x and occupancy was 100%.

The Radcliffe Towson loan ($13.5 million, 0.7%), also on the
watchlist, is secured by an 84,280-sq.-ft. retail property in
Towson, Maryland, 15 miles north of Baltimore.  The property is
42% occupied by a Linen 'N Things store.  Linen 'N Things filed
for bankruptcy on May 2, 2008, and is currently in the process
of liquidating each of its stores.  When Linen 'N Things vacates
the property, the loan will have an expected DSC of 1.29x.  The
loan is current, and Standard & Poor's does not expect a loss at
this time.

The remaining five loans on the watchlist are the 2200 Renaissance
loan mentioned earlier as well as four loans that have
demonstrated improved interim financial performance and will be
removed from the watchlist, according to Wachovia.

Standard & Poor's identified seven loans ($77.2 million; 3.9%)
backed by properties in areas affected by Hurricane Ike.  As of
the date of this press release, Wachovia was unable to confirm
whether or not the properties had incurred any damage.  S&P will
continue to monitor the situation.

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

                   Ratings Affirmed

    TIAA Seasoned Commercial Mortgage Trust 2007-C4
    Commercial mortgage pass-through certificates

     Class    Rating                  Credit enhancement
     -----    ------                  ------------------
     A-1      AAA                                20.98%
     A-2      AAA                                20.98%
     A-3      AAA                                20.98%
     A-1A     AAA                                20.98%
     A-J      AAA                                 9.57%
     B        AA+                                 9.05%
     C        AA                                  7.60%
     D        AA-                                 6.69%
     E        A+                                  6.42%
     F        A                                   5.64%
     G        A-                                  4.59%
     H        BBB+                                3.93%
     J        BBB                                 2.75%
     K        BBB-                                2.36%
     L        BB+                                 1.97%
     M        BB                                  1.57%
     N        BB-                                 1.44%
     P        B+                                  1.05%
     Q        B                                   0.92%
     S        B-                                  0.79%
     X        AAA                                  N/A

                     N/A -- Not applicable.


TRIBUNE CO: S&P Junks Issuer and Corporate Credit Rating From 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on the Tribune Co. and its Times Mirror
Co. subsidiary.  The corporate credit rating was lowered to 'CCC'
from 'B-', and the rating outlook is negative.

S&P lowered the issue-level rating on Tribune's senior secured
credit facilities to 'CCC' (at the same level as the 'CCC'
corporate credit rating) from 'B', while revising the recovery
rating on this debt to '4', reflecting the expectation for average
(30% to 50%) recovery for lenders in the event of a payment
default, from '2'.

S&P also lowered S&P's issue-level rating on the company's senior
and subordinated notes to 'CC' (two notches lower than the
corporate credit rating) from 'CCC'.

"The ratings downgrade reflects S&P's concern that the current
financing environment may limit the amount, and delay the receipt,
of proceeds from asset sales--specifically the disposition of the
Chicago Cubs, Wrigley Field and ancillary real estate around it,
and the company's 25% interest in Comcast SportsNet Chicago," said
Standard & Poor's credit analyst Emile Courtney.

S&P had previously expected proceeds of $1 billion or more by the
end of 2008 to repay significant additional debt balances.  S&P
now believes that proceeds could be significantly below this
amount and that the company will not likely receive them this
year.

In addition, operating conditions deteriorated at an accelerated
pace in the September 2008 quarter.  Revenue declined 11% and
EBITDA declined 42% (excluding expenditures related to severance,
stock-based compensation, and the write-off of certain capitalized
software costs) in the September 2008 quarter, and by 8% and more
than 30%, respectively, in the nine months ended September 2008.
In the September 2008 quarter, Tribune generated about
$120 million in EBITDA after subtracting about $45 million in
severance and special termination benefits, representing about a
55% drop from the prior-year period.

As a result, Tribune may not generate additional asset sale
proceeds for debt repayment over the near term at levels
sufficient to avoid a near-term covenant violation, given the
rapidly weakening economy's significant negative impact on
newspaper and broadcasting ad revenue.  While Tribune was in
compliance with covenants at September 2008, S&P estimates that
revenue and EBITDA will continue to decline at more than 10% and
30%, respectively, in the December 2008 quarter and through 2009,
heightening the risk that Tribune will likely violate its 9x
guaranteed leverage covenant in the December 2008 quarter.  The
covenant steps down to 8.75x in the March 2009 quarter.  Any
future asset sale proceeds would be in addition to debt reduction
so far in 2008 from the receipt of $218 million in proceeds from
the sale of receivables into a securitization program in July
2008, $612 million in cash proceeds from the sale Newsday Media
Group to Cablevision Systems Corp., and $81 million in net cash
proceeds from the sale of 10% of CareerBuilder to Gannett Co. Inc.
in September 2008.

At September 2008, total leverage (including the company's PHONES
and securitization borrowings) was greater than 11x, and EBITDA
(after subtracting severance and special termination expenditures,
much of which required an outflow of cash, but including
distributions from equity investments) coverage of cash interest
expense was about 1.3x. Given current expected EBITDA declines
over the intermediate term, the coverage measure will likely trend
toward 1x over the next several quarters.  Leverage levels are
high enough, and expected EBITDA declines large enough, that
Tribune is unlikely to continue to service its current capital
structure over the intermediate term, even with significant asset
sales.


TRUMP ENTERTAINMENT: S&P Junks Corporate Credit Rating From 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Atlantic City-based Trump Entertainment
Resorts Holdings L.P.  The corporate credit rating was lowered to
'CCC' from 'B-', and the rating outlook is negative.

"The ratings downgrade reflects S&P's expectation that TER's
ability to service its current capital structure over the
intermediate term will be challenged despite the recent opening of
the Chairman Tower at the Trump Taj Mahal and the planned sale of
the Trump Marina," said Standard & Poor's credit analyst Ben
Bubeck.  "While a portion of the proceeds from the planned sale of
the Trump Marina, which is scheduled to close by May 28, 2009
(subject to up to a potential 60-day extension), could potentially
remain on the balance sheet to support an expected shortfall in
cash generation relative to debt service obligations, S&P believes
that, absent a substantial rebound in the Atlantic City market, a
restructuring of TER's debt obligations is likely."

The 'CCC' rating reflects TER's weak credit metrics, limited
liquidity, and small portfolio of casino assets, which rely
exclusively on cash generated in the highly competitive Atlantic
City market.

During the 10 months ended Oct. 31, 2008, total casino win in the
Atlantic City market and at TER's three properties was down 6.6%
and 6.7%, respectively, versus the prior comparable period.  S&P
expects that competitive pressures from neighboring states,
compounded by challenging economic conditions and a substantial
pullback in consumer discretionary spending, will continue to hurt
the performance of the Atlantic City market in general, and will
drive TER's credit metrics even weaker over the next several
quarters.  As of Sept. 30, 2008, S&P estimates that, including the
Trump Marina, total debt to EBITDA was more than 14x and EBITDA
coverage of interest was approximately 0.9x.


TWEETER HOME: Buyer of Biz. Files Chapter 11 Bankruptcy
-------------------------------------------------------
Tweeter Opco, LLC, Tweeter Newco, LLC, Tweeter Tivoli, LLC, and
Tweeter Intellectual Property, LLC, jointly filed for bankruptcy
protection on Nov. 5, 2008, in the U.S. Bankruptcy Court for the
District of Delaware.

Tweeter Opco LLC, together with its affiliates, is specialty
consumer electronics retailer providing home and mobile
entertainment products.  Tweeter Opco's primarily retail focus has
been on the mid- to high-end segment of the consumer electronics
market and the expert in-home design and install of those high-end
consumer electronics.

The Company operates approximately 90 stores in 17 states under
the Tweeter, Sound Advice, HiFi Buys and Showcase Home
Entertainment names, primarily in the states along the east cost
and in Texas, Arizona and Illinois.

The Company is headquartered in Canton, Massachusetts and employs
more than 1,000 employees.

Tweeter Opco was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc., -
- designated as Old Tweeter -- in Tweeter's Chapter 11 bankruptcy
cases.  Tweeter Opco paid roughly $38 million for the assets of
Old Tweeter.  Bankruptcy Judge Walsh of the District of Delaware
approved the sale transaction.

There is no affiliation of relationship between Old Tweeter and
Tweeter Opco.

Majority of Tweeter Opco's equity interests are owned by Schultze
Holding Corp., an affiliate of Schultze Agency Services LLC, which
serves as agent under a Second Lien Credit Agreement the Company
entered into.

Tweeter Opco, LLC, Wells Fargo Retail Finance, LLC, and Schultze
Asset Management first engaged CRG Partners Group LLC in mid
September 2008 to perform a three week assessment of the Debtors'
near term cash flow, business plan and business model.

On Oct. 7, 2008, CRG was contacted by George Granoff, who at the
time was serving as chief executive officer of Tweeter Opco, to
assess a new business plan, which involved a reduced store count,
reduced workforce, and the elimination of distribution centers.
The assessment was to be completed in five business days.

On October 13, 2008, Mr. Granoff was terminated from the position
of Chief Executive Officer by the Tweeter Opco Board of Directors.
Craig M. Boucher, a partner at CRG, was named chief restructuring
officer.

                    Prepetition Credit Facilities

Tweeter Opco entered into two loan agreements in 2007:

   * a First Lien Credit Agreement dated September 19, 2007,
     with Wells Fargo, as administrative agent.

   * a Second Lien Credit Agreement dated August 28, 2007, with
     Schultze Agency Services LLC, as agent.

Obligations under the Prepetition First and Second Lien
Agreements are secured by a lien on substantially all of the
Company's assets.

Also on Sept. 19, 2007, the Company entered into an intercreditor
and subordination agreement, pursuant to which the Prepetition
First Lien Agreements were given first priority over the
Prepetition Second Lien Agreements.

As of Nov. 5, 2008, Tweeter Opco is indebted under these
credit facilities:

     Prepetition First Lien Agreements       $11,800,000
     Prepetition Second Lien Agreements      $35,000,000
     Letters of Credit                        $3,500,000

                        Bankruptcy Filing

Mr. Boucher says Tweeter Opco faces a severe liquidity crisis
brought on by slow sales caused by declines in discretionary
consumer spending and a disastrous retail climate.

Accordingly, Mr. Boucher notes, the Company commenced store
closing sales on Nov. 1, 2008, at all of their retail store
locations with the assistance of a joint venture consisting of SB
Capital Group, LLC; Tiger Capital Group, LLC; and Hudson Capital
Partners, LLC, as liquidation consultants.

The store closing sales are ongoing and are expected to continue
for many more weeks, he adds.

In light of those liquidity issues, Tweeter Opco and four of its
affiliates sought bankruptcy protection.

Under Chapter 11, the Company intends to continue store closing
sales at all store locations while it continue to market its
assets to potentially interested parties.

Tweeter Opco believes an orderly sale of its assets and
operations is the best way to maximize the value of its assets
for creditors and other stakeholders.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.

                        About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on Nov. 5, 2008
(Bankr. D. Delaware Case No. 08-12646).  Chun I. Jang, Esq., and
Cory D. Kandestin, Esq., at Richards, Layton & Finger, P.A.,
assists the company in its restructuring effort.  The company
listed assets of $50 million to $100 million and debts of $50
million to $100 million.

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



TWEETER HOME: Opco Debtors Want Access to Lenders' Cash Collateral
------------------------------------------------------------------
Tweeter Opco LLC and its three debtor affiliates assert that there
is an immediate need for them to obtain access to the Cash
Collateral of their Prepetition Lenders to be able to pay
operating expenses, including payroll, and to pay vendors to
ensure a continued supply of goods essential to their continued
viability.

Prior to the Opco Petition Date, the Opco Debtors were parties to
these credit agreements with certain lenders:

                           Dated
Credit Agreement          As Of        Counterparties/Agent
----------------        --------  ------------------------------
First Lien Agreement    09/19/07  Wells Fargo Retail Finance LLC
Second Lien Agreement   08/28/07  Schultze Agency Services LLC
Subordination Agreement 09/19/07  Second Lien Secured Parties

Under a Subordination and Intercreditor Agreement dated
September 19, 2007, with the Opco Debtors, the Second Lien
Secured Parties agree that their liens are subordinated to those
of the First Lien Secured Parties.

The Prepetition First and Second Lien Agreements were secured by
a lien on substantially all of the Opco Debtors' assets.

Section 363(c)(2) of the Bankruptcy Code provides that the
Debtors may not use, sell or lease cash collateral unless an
entity that has an interest in that cash collateral consents or
the court authorizes that use, sale or lease.

The Opco Debtors believe that their Prepetition Secured Lenders
will consent to their use of the Cash Collateral.

Thus, by this motion, the Opco Debtors ask the U.S. Bankruptcy
Court for the District of Delaware for authority to use the
Prepetition Cash Collateral.

In line with their request, the Opco Debtors prepared a cash flow
forecast for the eight week period from the week of Nov. 7,
2008, through the week of Dec. 27, 2008.  They estimate a
total net cash flow of $20.5 million.

A full-text copy of Tweeter Opco's 8-Week Cash Flow Forecast is
available for free at http://ResearchArchives.com/t/s?34d1

Proposed counsel to the Opco Debtors, Mark D. Collins, Esq., at
Richards Layton & Finger, P.A., in Wilmington, Delaware,
discloses that as of the Opco Petition Date, the Opco Debtors
were indebted under the Prepetition First Lien Agreements in the
approximate principal amount of $11,253,000, plus letters of
credit in the approximate stated amount of $3,481,000, plus
related expenses.

In exchange for the use of the Prepetition Collateral, the Opco
Debtors have agreed to provide adequate protection to their
Prepetition Lenders.  For any diminution in the value of the
Prepetition Lenders' interest in the Prepetition Collateral, the
Debtors propose to grant to the Lenders:

   -- replacement liens, subject to certain interests and Carve-
      out expenses;

   -- superpriority status to the adequate protection
      obligations, subject to the payment of Carve-out expenses
      and Superpriority Claims; and

   -- adequate protection payments.

                        About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.

                        About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on Nov. 5, 2008
(Bankr. D. Delaware Case No. 08-12646).  Chun I. Jang, Esq., and
Cory D. Kandestin, Esq., at Richards, Layton & Finger, P.A.,
assists the company in its restructuring effort.  The company
listed assets of $50 million to $100 million and debts of $50
million to $100 million.

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


TWEETER HOME: Opco Debtors Want to Secure $20MM DIP Financing
-------------------------------------------------------------
Tweeter Opco LLC and its debtor affiliates seek permission from
the United States Bankruptcy Court for the District of Delaware to
obtain up to $20,000,000 in postpetition financing from Wells
Fargo Retail Finance, LLC, as administrative agent, and certain
other lenders.

Wells Fargo, et al., are also the same entities that provided
prepetition financing to the Opco Debtors.

Mark D. Collins, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, the Opco Debtors' proposed counsel, relates
that the Opco Debtors have struggled in the face of decreasing
liquidity and earnings.  They thus need access to operating cash
for their daily business operations.

Against this backdrop, Debtor Tweeter Opco LLC entered into a DIP
Credit Agreement with Wells Fargo Retail Finance and a syndicate
of lenders, whereby the DIP Lenders have committed to provide a
senior revolving facility in an amount equal to the lesser of:

   (a) $20,000,000; or

   (b) the then amount of the borrowing base minus reserves minus
       the aggregate unpaid balance of the Opco Debtors'
       prepetition liabilities.

The Opco Debtors intend to use the DIP Loan proceeds for working
capital, general corporate purposes and payments of costs of
administration of their bankruptcy cases.

The Opco Debtors propose to grant the DIP Lenders priming first
priority, continuing, valid, binding, enforceable, non-avoidable
and automatically perfected postpetition security interests and
liens, senior and superior in priority to all other creditors of
the Debtors' estates.  The DIP Liens are subject only to the
Carve Out and the Permitted Prior Liens.

The Carve Out refers to:

   (1) allowed administrative expenses pursuant to Section
       1930(a)(6) of the Judicial and Judiciary Procedures Code;
       and

   (2) allowed reasonable fees and expenses of attorneys and
       financial advisors employed by the Debtors and any
       official committee of creditors up to an aggregate of
       $750,000.

The other salient terms of the DIP Credit Agreement are:

   Fees             : $400,000

   Letter of
   Credit Fee       : Equal to the Applicable L/C Margin per
                      annum on the face amount of the Letters
                      of Credit outstanding during the subject
                      month.

   Unused
   Facility Fee     : Equal to the 0.375% per annum of the
                      average daily balance of the Unused
                      Commitment for each day commencing on and
                      including the Effective Date and ending on
                      but excluding the Termination Date.

   Interest Rate    : At the then Prime Rate plus 3.00%

   Applicable
   L/C Margin       : 3.00%

   Applicable
   Unused Revolver
   Fee Margin       : 0.375%

   Default Interest : The rate otherwise in effect plus 3.00%

Usual and customary events of default apply to the Opco Debtors'
DIP Credit Agreement with Wells Fargo.

The DIP Facility will mature on the earlier of:

   (i) January 30, 2009;

  (ii) the date on which the loans are accelerated and the
       facility terminated;

(iii) the date on which Obligations have been paid off;

  (iv) the date on which the Permitted Sales have been
       substantially completed; and

   (v) the date of substantial consummation of a Chapter 11 Plan.

A full-text copy of the Tweeter Opco DIP Credit Agreement is
available for free at:

                http://ResearchArchives.com/t/s?34d2
                http://ResearchArchives.com/t/s?34d3

Approval of the DIP Credit Facility is without prejudice to the
right of any official committee appointed in the Debtors' cases
to contest or challenge the validity of the Prepetition Lenders'
liens, Mr. Collins points out.

"The proposed DIP Credit Facility is the sole means of preserving
the [Opco] Debtors' value while they conduct their liquidation,"
Mr. Collins asserts.  Without the financing, he says, the Opco
Debtors will not be able to meet their direct operating expenses,
will suffer irreparable harm, and their entire sale effort will
be jeopardized.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.

                        About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on Nov. 5, 2008
(Bankr. D. Delaware Case No. 08-12646).  Chun I. Jang, Esq., and
Cory D. Kandestin, Esq., at Richards, Layton & Finger, P.A.,
assists the company in its restructuring effort.  The company
listed assets of $50 million to $100 million and debts of $50
million to $100 million.

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


VERASUN ENERGY: Bankruptcy Filing Cues Credit Covenant Default
--------------------------------------------------------------
VeraSun Energy Corporation disclosed with the U.S. Securities and
Exchange Commission on Nov. 6, 2008, that as a result of its
bankruptcy filing, the company is under default in prepetition
credit agreements and indentures with outstanding amounts totaling
$1,550,400,000:

                                                    Outstanding
  Loan Agreement            Lender/Agent               Amount
  --------------            ------------            -----------
  9-7/8% Senior Secured     Wells Fargo Bank,       $210,000,000
  Notes due 2012 Indenture  N.A., as trustee

  9-3/8% Senior Notes       Wells Fargo, as          437,000,000
  due 2017 Indenture        trustee

  $125,000,000 Revolving    UBS AG, Stamford          81,000,000
  Credit Agreement with     Branch, as Issuing
  VSE Debtors               Bank and Admin. Agent

  $40,000,000 VSE           UBS AG, as Issuing        12,300,000
  Letters of Credit         Bank and Admin. Agent

  $275,000,000 Senior       WestLB AG, New York      266,800,000
  Credit Agreement with     Branch, as Admin.
  ASA Debtors               Agent

  USB Marion's $90MM        Dougherty Funding LLC     90,000,000
  Term Loan Agreement

  USB Marion's $7.0MM       First Bank & Trust         7,000,000
  Revolving Loan Agreement

  USB Marion's $7.3MM       First Bank & Trust         5,500,000
  Letter of Credit

  Other Debtors'            AgStar Financial         440,800,000
  Separate Credit           Services, PCA            in the
  Agreements                                         aggregate

Under the Bankruptcy Code, the acceleration provisions applicable
to the debt obligations described above are generally
unenforceable, and any remedies that may exist related to the
events of default are stayed under section 362 of the Bankruptcy
Code, Bryan D. Meier, VeraSun's vice president, finance and chief
accounting officer, says.

About VeraSun Energy Corporation

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

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

Verasun Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Court to Consider Access to DIP Funding on Dec. 2
-----------------------------------------------------------------
Judge Brendan Linehan Shannon of the United States Bankruptcy
Court for the District of Delaware will convene a hearing on
Dec. 2, 2008, at 10:00 a.m., to consider final approval of the
VeraSun Energy Corporation and its debtor-affiliates' request to
access $220,000,000 in debtor-in-possession loans from several
lenders.  Objections are due November 21.

Objections must be served to:

  * counsel to the Debtors
    Attn: Mark S. Chehi, Esq.
    Skadden, Arps, Slate, Meagher & Flom LLP
    One Rodney Square, P.O. Box 636
    Wilmington, Delaware 19899-0636

    Attn: Patrick J. Nash, Jr., Esq.
    Skadden, Arps, Slate, Meagher & Flom LLP
    333 West Wacker Drive, Chicago, Illinois 60606

  * counsel to any Statutory Committee

  * counsel to AgStar Financial Services, PCA
    Attn: David B. Stratton, Esq.
    Pepper Hamilton
    1313 Market Street, P.O. Box 1709
    Hercules Plaza, Suite 5100
    Wilmington, Delaware 19899-1709

    Attn: Phillip Bohl, Esq.
    Gray Plant Mooty, 80 South 8th Street
    500 IDS Center
    Minneapolis, Minnesota 55402

  * counsel to the UBS AG Stamford Branch
    Attn: Richard W. Riley, Esq.
    Duane Morris LLP
    Suite 1200, 1100 North Market Street
    Wilmington, Delaware 19802-1246

    Attn: Brian I. Swett, Esq.
    Winston & Strawn LLP
    35 West Wacker Drive
    Chicago, Illinois 60601

  * counsel to the Secured Noteholders
    Attn: Neil Glassman, Esq.
    Bayard PA
    222 Delaware Avenue, Suite 900
    Wilmington, Delaware 19801

    Attn: George Davis, Esq.
    Cadwalader Wickersham & Taft LLP
    One World Financial Center
    New York, New York 10281;

  * counsel to West LB
    Attn: JoelWaite, Esq.
    Young Conaway Stargatt & Taylor LLP
    The Brandywine Building, 100 West Street, 17th Floor
    Wilmington, Delaware 19801

    Attn: Howard Seife, Esq.
    Chadbourne & Parke LLP
    30 Rockefeller Plaza
    New York, New York 10112

  * counsel to Dougherty
    Attn: Bonnie Glanz Fatell, Esq.
    Blank Rome LLP
    1201 Market Street, Suite 800
    Wilmington, Delaware 19801

    Attn: Steven W. Meyer, Esq.
    Oppenheimer, Wolff & Donnelly LLP
    3300 Plaza VII, 24 South Seventh Street
    Minneapolis, Minnesota 55402

  * counsel to First Bank & Trust
    Attn: C. Kevin Kobbe, Esq.
    DLA Piper
    6225 Smith Avenue
    Baltimore, Maryland, 21209-3600

  * Office of the United States Trustee
    Attn: Mark Kenney, Esq.
    J. Caleb Boggs Federal Bldg.
    844 North King Street, Room 2207, Lockbox 35
    Wilmington, DE 19801

The $190,000,000 DIP Loans for the VSE Debtors provided by certain
holders of the 9-7/8% Senior Secured Notes due 2012 will
mature on the earliest of (i) November 30, 2009, (ii) November 5,
2009 if the final order approving the VSE Loans has not been
entered on or before this date, (iii) confirmation by the Court
of a plan of reorganization, or (iv) the acceleration of the VSE
Loans or the termination of the VSE Lenders' commitments in
accordance with the final loan documentation.

The commitment of the VSE Lenders to provide VSE Loans is subject
to a number of conditions, including completion of final loan
documentation satisfactory in form and substance to the VSE
Lenders and the administrative agent for the VSE Lenders, and
final approval by the Court, on or before November 17, 2008.

Failure to meet the condition will constitute an event of default
and will result in the VSE Loans becoming immediately due and
payable.  VeraSun Energy Corporation said in a filing with the
Securities and Exchange Commission that there can be no assurance
that it will be able to obtain financing, other than under the
Interim Facility, or retain the financing under the Interim
Facility on the terms proposed in the Bondholder Commitment
Letter or at all.

Subject to a $1,000,000 professional fee carve-out, the VSE Loans
will be secured by a first priority, priming security interest on
the property, plant and equipment of the VSE Obligors and a
junior security interest on the accounts receivable and inventory
of the VSE Obligors -- junior to the security interests of the
lenders under VeraSun's $125,000,000 revolving credit facility
with UBS Securities LLC, UBS AG, Stamford Branch, and UBS Loan
Finance LLC.

The $25,000,000 DIP Loans for certain VSE Debtors to be provided
by AgStar Financial Services, PCA, will mature on November 3,
2009.  The Interim Facility will mature on the earlier of the
entry of a final order of the Court approving the final loan
documentation or Dec. 10, 2008.

                 About VeraSun Energy Corporation

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

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

Verasun Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Jay D. Debertin Resigns as Member of the Board
--------------------------------------------------------------
VeraSun Energy Corporation disclosed with the Securities and
Exchange Commission that Jay D. Debertin resigned effective
Nov. 6, 2008, as a member of the board of directors.

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

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

Verasun Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Section 341(a) Meeting Slated for December 2
------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will convene a meeting of creditors of VeraSun Energy Corporatio
and its 24 affiliates on Dec. 2, 2008, at 4:00 p.m., at Room 2112,
J. Caleb Boggs Federal Building, 2nd Floor, 844 King
Street, in Wilmington, Delaware.

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

Attendance by the Debtor's creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.

             About VeraSun Energy Corporation

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

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

Verasun Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Names James Bonsall as Chief Restructuring Officer
------------------------------------------------------------------
In connection with its approval of VeraSun Energy Corporation's
Chapter 11 filing, the company's board of directors approved the
appointment of James J. Bonsall as the company's chief
restructuring officer, the company disclosed with the Securities
and Exchange Commission.

Pursuant to an Interim Management and Restructuring Services
Agreement, dated Oct. 31, 2008, between VeraSun and AP Services,
LLC, APS agrees to provide temporary staff and services to
VeraSun during its restructuring process.

Mr. Bonsall's appointment will become effective upon formal entry
of an order by the Court overseeing VeraSun's bankruptcy case
approving the Services Agreement.  As of Nov. 7, 2008, no motion
seeking approval of the Service Agreement has been filed with the
Court.

In serving as CRO, Mr. Bonsall would be employed and compensated
by AP Services and would not receive compensation directly from
VeraSun or participate in the company's employee benefits plans.
Under the terms of the Services Agreement, the company will
compensate AP Services for Mr. Bonsall's services at a rate of
$750 per hour, will indemnify Mr. Bonsall to the extent of the
most favorable indemnities provided by the company to any of its
directors or officers, and will cause Mr. Bonsall to be covered by
the company's directors' and officers' insurance.

In addition to receiving fees for Mr. Bonsall's services, under
the Services Agreement, AP Services will be entitled to
compensation and specified hourly rates for the services of other
temporary staff that it supplies to the company and a contingent
success fee of up to $3.5 million if the company confirms a plan
of reorganization that becomes effective or completes one or more
transactions that substantially transfers a significant portion of
the business as a going concern to another entity that becomes
effective or is consummated within 18 months of October 31, 2008.

Mr. Bonsall is a managing director of AlixPartners and associated
with AP Services.  He has been a managing director of AlixPartners
during all of the past five years.  Until June 2005, he served as
GmbH & Co. KG's chief executive officer from December 2002.  From
July 2005 to November 2007, he served in various executive
capacities with Tecumseh Products Company and chief operating
officer from January 2007 to August 2007 and as president of TPC's
Engine and Power Train business unit from July 2005 to November
2007.

A full-text copy of the Service Agreement is available for free at
http://ResearchArchives.com/t/s?34d0

                      About VeraSun Energy Corp.

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

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

Verasun Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Bankruptcy Filing Prompts NYSE to Delist Stock
--------------------------------------------------------------
VeraSun Energy Corporation says in a regulatory filing that it
received a notice, on Nov. 3, 2008, from NYSE Regulation,
Inc., that the staff of NYSE Regulation has determined that
VeraSun's common stock must be suspended immediately in view of
its Oct. 31, 2008, Petition Date.

The notice, according to VeraSun's vice president, finance and
accounting officer, Bryan D. Meier, stated that application to
the Securities and Exchange Commission to delist the company's
common stock is pending the completion of applicable procedures,
including any appeal by the company of the NYSE Regulation staff
decision.

At this time, Mr. Meier says VeraSun does not intend to appeal
the decision and expects that its common stock will be delisted
from the New York Stock Exchange after completion by NYSE
Regulation of the requisite application to the Securities and
Exchange Commission.

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

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

Verasun Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: S&P Sees 50%-70% Recovery for Secured Noteholders
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
rating on ethanol producer VeraSun Energy Corp.'s $210 million in
senior secured notes to '3' from '4', indicating an expectation
for meaningful (50%-70%) recovery after its current chapter 11
filing. The notes mature in 2012 and are currently rated 'D', the
same as the corporate credit rating.  The recovery rating on the
$450 million in senior unsecured notes remains '6'; based on the
'3' recovery rating for the senior secured notes, there is no
enterprise value left to unsecured lenders.

The revised recovery rating is based on an updated review
following VeraSun's filing for chapter 11 bankruptcy protection on
Oct. 31, 2008, due to a lack of liquidity as a result of weak
sector conditions and substantial hedging losses in the third and
fourth quarters that led to an unwillingness of trade partners to
offer credit terms.  In its prepackaged bankruptcy filing,
VeraSun's secured note holders have agreed to provide $25 million
on an interim basis and up to $190 million to fund the company's
working capital needs.

The debtor in possession financing will prime the first lien and
roll over up to $85 million of the secured notes, altering the
debt structure from the previous recovery analysis.  S&P has also
revisited the enterprise valuation, giving credit for the Hartley
plant's incremental capacity.  S&P's analysis excludes capacity of
the Welcome and Reynolds plants, which have not started operations
and may not provide incremental recovery value due to the weak
industry conditions and the incremental funding for working
capital and start-up costs needed for these plants to begin
operations.  Similarly, S&P's updated valuation and recovery
analysis does not give credit to ASAlliances Biofuels LLC plants
and the acquired U.S. BioEnergy Corp. facilities (due to project-
level debt and other claims).  Conversely, S&P's analysis does not
account for potential for additional claims for unquantified hedge
exposure under additional forward contracts that may be out of the
money.

                  Ratings List

              VeraSun Energy Corp.

    Corporate Credit Rating       D/--/--

   Recovery Rating Revised        To        From
     $210 mil senior secured      3         4

   Recovery Rating Unchanged
     $450 mil senior unsecured    6


W.R. GRACE: Hearing on Asbestos Claimants' Plan Concerns Today
--------------------------------------------------------------
Judge Judith K. Fitzgerald of the United States Bankruptcy Court
for the District of Delaware will convene a hearing today,
Nov. 13, 2004, to hear the Official Committee of Asbestos Property
Damage Claimants' issues on the Disclosure Statement explaining
the Joint Plan of Reorganization filed by W.R. Grace & Co., et
al., the Official Committee of Asbestos Personal Injury Claimants,
the PI Future Claims Representative, and the Official Committee of
Equity Security Holders.

All other Disclosure Statement issues will be heard on Nov. 14.

The Court has previously set Oct. 27, 2008, as the Disclosure
Statement hearing.  A transcript of hearing was filed with the
Court but was redacted pursuant to Court orders.  Parties-in-
interest have until November 11 to file with the Court a Notice
of Intent to Request Redaction of the transcript.  The deadline
for filing a request for redaction is Nov. 25.

If a request for redaction is filed, the redaction transcript is
due Dec. 5.  If no notice is filed, the transcript will be
made available until after the expiration of the restriction
period, which is Feb. 2, 2009, unless extended by Court order.

                         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.


YELLOWSTONE CLUB: Files for Chapter 11 Protection
-----------------------------------------------
Robert Frank at The Wall Street Journal reports that the
Yellowstone Club has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the District of Montana.

According to WSJ, Yellowstone Club said that cash crunch and a
poor real-estate market led to its bankruptcy filing.  Matthew
Brown at The Associated Press quoted Yellowstone Club CEO and
owner Edra Blixseth as saying, "We felt this step was necessary to
address short-term liquidity constraints and preserve Yellowstone
Club's long-term future."

Court documents say that Yellowstone Club has $778 million in
assets -- excluding unsold memberships valued at $336 million --
and $343 million in debts to creditors that include banks and
local contractors.

The AP reports that Yellowstone Club said that it had failed to
secure financing arrangements with its creditors and bondholders
and that it will reorganize its finances and emerge from
bankruptcy "as soon as possible."  As credit markets tightened
with the crisis, efforts to secure new financing stalled, The AP
states, citing Yellowstone Club spokesperson Bill Keegan.

WSJ relates that Yellowstone Club's financial troubles stem
largely from a $375 million loan by Credit Suisse Group in 2005.
According to the report, the loan was secured by the Yellowstone
Club's assets and was used to finance overseas expansion project,
Yellowstone Club World, that later ended.  To help service the
loan, Ms. Blixseth wanted to sell some of the Club World
properties, including a castle outside Paris, the sales haven't
materialized, the report sys.

Court documents say that Yellowstone Club's problems increased
after Ms. Blixseth and her husband, Tim, allegedly diverted money
meant for the club to their own use.  Mr. Blixseth, states The AP,
went on a property-buying spree, aiming to take the club concept
global, with Yellowstone Club World.  The AP says that Mr.
Blixseth bought a chateau in France, a golf resort in Scotland, a
villa in Mexico, and an estate in the Caribbean.

According to The AP, the Blixseths, recently divorced.  When a
deal to sell Yellowstone Club for a reported $455 million
collapsed earlier this year, the Blixseths feuded over control of
the enterprise, the AP relates.  The report states that Ms.
Blixseth got the control of the club, and in September laid out
plans to construct 450 more houses and condos, and new amenities,
including a luxury spa, golf clubhouse, baseball field and more
ski runs, but the plans are on hold pending resolution of the
club's financial problems.  Ms. Blixseth, according to the AP,
moved to sell off some of the club's international properties.

Mr. Keegan said that the club has financing in place for day-to-
day operations and will be open for the ski season, assuring that
the club's estimated 600 winter workers still have jobs, The AP
says.  Yellowstone Club, according to The AP, is seeking the
Court's approval of a $4.5 million loan to open for the winter
season.  Mr. Keegan admitted that layoffs could be possible, the
report states.

                     About Yellowstone Club

Yellowstone Club -- http://www.theyellowstoneclub.com/-- is a
private golf and ski community with more than 350 members,
including Bill Gates and Dan Quayle.  It is located near Big Sky,
Montana.  It was founded in 1999.


* Congress' B. Frank to Push for $25BB Bail-out to Auto Makers
--------------------------------------------------------------
House Financial Service Committee Chairman Barney Frank (D-MA)
said that he will introduce a bill that would allocate $25 billion
of the U.S. Treasury's $700-billion financial-rescue plan to auto
makers General Motors Corp., Ford Motor Co. and Chrysler LLC.

Mr. Frank said he plans to introduce the bill Nov. 18 and hold a
hearing on it the following day.  The $700-billion plan was
originally intended for financial services firms.

Mr. Frank at the end of October warned financial institutions
about potential abuse by financial institutions over the Troubled
Assets Relief Program passed by Congress and signed by President
George W. Bush, Jr.  "I am deeply disappointed that a number of
financial institutions are distorting the legislation that
Congress passed at the President's request to respond to the
credit crisis by making funds available for increased lending,"
Mr. Frank said.  "Any use of the these funds for any purpose other
than lending-for bonuses, for severance pay, for dividends, for
acquisitions of other institutions, etc.-- is a violation of the
terms of the Act."

The House Financial Services Committee was scheduled to hold
oversight hearings on Nov. 12 and 18 to make sure, according to
Mr. Frank, that the money being advanced will be used only for
relending and for no other purpose.

Mr. Frank has acknowledged that a bail-out for the Big 3 auto-
makers is necessary.  "A collapse of the American automobile
industry would be the worst possible thing that could happen at a
time when we are already weakened," Mr. Frank said in an interview
on Bloomberg Television.

"We're not asking the taxpayers to throw good money after bad,"
Frank said.  There will be "protections about getting it repaid."

The Big 3 Michigan auto companies have been lobbying for
assistance as a severe downturn in U.S. auto sales pummels their
balance sheets.  The auto companies have already gained the
backing of House Speaker Nancy Pelosi, who cited that millions of
jobs could be lost absent an industry bailout.

"Trying to reorganize the auto industry in bankruptcy would be as
close to reorganizing the whole U.S. economy as you could get,"
Bloomberg quoted Alan Gover, a bankruptcy lawyer with White & Case
LLP in New York, as saying.  "The vast supply chain involves
thousands of businesses, millions of existing jobs and just as
many retirees, as well as whole communities and states."

               GM Wants $50 Billion for Auto Makers

According to Reuters, GM U.S. sales chief Mark LaNeve told dealers
to call their representatives and senators and ask them to support
GM and the auto industry, saying 3 million jobs are at risk absent
urgent government funding.

"As we're in the midst of the deepest crisis our industry has ever
faced, GM's priority is on seeking support from various U.S.
government agencies and congressional leaders," Mr. LaNeve said in
a letter to dealers obtained by Reuters.

Mr. LaNeve said General Motors needs the quick appropriation of
the first $25 billion loans already approved by Congress and needs
a second package of another $25 billion in loans to "weather the
storm," a dealer told Reuters.


* Moody's Reports Risks Rising for Leveraged Closed-end Funds
-------------------------------------------------------------
The leveraged closed end funds that issued auction rate securities
are facing a rising risk of being forced to de-lever, according to
a new report from Moody's Investors Service.  The report
concludes, however, that the heightened de-leveraging risk alone
should not pressure the corporate ratings of many of the affected
asset managers.

For the vast majority of firms, closed end funds represent a small
percentage of their overall business.  However, Moody's warns that
the ARS overhang threatens to have secondary implications for
entire fund families if managers cannot ultimately resolve the
issues.

Moody's Vice President/Senior Credit Officer, Matthew Noll stated,
"Refinancing outstanding auction rate securities in the context of
a very challenging financial market remains unlikely in the near
term."  Noll added, "De-leveraging risks are further exacerbated
by the severe downturn in asset valuations, which are impacting
the funds' coverage ratio tests."

Since the collapse of the ARS market in February 2008, less than
one-third of the approximately $64 billion of ARS issued by closed
end funds has been refinanced.  Roughly 50 asset management firms
managed leveraged closed end funds that utilized the auction rate
markets as of the beginning of 2008.  Of this group, the closed
end funds of Nuveen, Eaton Vance, and BlackRock accounted for over
45% of total ARS issuance.

To date, the only rating action on a corporate level rating taken
by Moody's in conjunction with the ARS market disruption has been
the change in Nuveen's outlook to negative from stable at the end
of February.  Approximately one-third of Nuveen's products are
closed end funds, and nearly one-third of those products were
comprised of preferred shares sold through the auction rate
securities market.

Since the ARS markets froze, closed end fund managers have weighed
several alternatives for redeeming ARS.  Three proposed securities
eligible for purchase by money market funds could ultimately serve
to refinance outstanding ARS.  Developments in the credit crisis
and the equity market crash that ran through September and October
have substantially slowed an already lengthy process.

The key to refinancing remaining ARS lies in finding banks that
can provide liquidity back-stops to the newly proposed securities,
or securing alternative forms of financing that likely also
involve banks.  Tumultuous credit markets have left few banks with
the willingness or ability to fulfill such a role.

Prior announcements by five large securities brokers to redeem
around $50 billion of ARS, including ARS issued by closed-end
funds, alleviated the problem for investors who held these
securities, but ultimately, those brokers will need to contend
with ARS that they now hold.  "As the gatekeepers to distributing
mutual funds and closed-end funds, the security brokers that hold
ARS could ultimately add to the pressure on asset managers to de-
leverage the funds," Senior Vice President Henry Shilling added.

"Although many of the affected firms have done what they can to
deal with the situation," Moody's Shilling states, "we believe
that the challenges facing closed end funds are as significant as
ever.  It could take several years before closed-end funds
reestablish a reliable means for maintaining leverage, which has
historically been an important feature of these income oriented
product offerings."


* Moody's Revises Outlook on For-Profit Hospital Sector to Neg.
---------------------------------------------------------------
Moody's Investors Service revised its outlook for fundamental
credit conditions in the US for-profit hospital sector to negative
from stable, citing the potential that a protracted economic
downturn could exacerbate challenges already facing the sector,
such as a weakening volume trend and an increasing number of
patients having trouble paying their medical bills.

"Operators are beginning to see declines in more elective
procedures signaling that individuals may be deferring non-urgent
care because of either the loss of insurance or higher deductibles
and co-pays," said Moody's VP/Senior Credit Officer Dean Diaz.
"On the collections side, a growing contributor to bad debt
expense has been the balance due from patients after insurance
coverage."

Moody's believes there is also increasing uncertainty around the
ability to sustain historic levels of pricing growth because of
potential pressure on Medicaid rates, as states grapple with
budget shortfalls, changes in payer mix related to declines in
commercial insurance membership, and increasing uncertainty around
funding of the Medicare program.

While the outlook is negative, Moody's continues to believe that
the U.S. for-profit hospital sector is less directly impacted by
the economic environment than other corporate sectors that are
tied directly to consumer spending.  Rated issuers in the sector
also generally have adequate liquidity in the form of cash and
available revolving credit.

"Although not immune from a downturn, there's a certain level of
necessity to hospital services that helps to sustain demand," said
Diaz.

Margins are likely to come under pressure and improvement in
credit metrics may be difficult to achieve during this period, but
some of the rated for-profit hospital operators could still
weather a reasonable period of these more intense fundamental
pressures at Current Rating levels, according to Diaz.


* S&P Downgrades Ratings on 509 Classes From 49 RMBS Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 509
classes from 49 U.S. residential mortgage-backed securities
transactions backed by U.S. Alternative-A mortgage collateral
issued in 2006.  Concurrently, S&P removed S&P's ratings on 440 of
these classes from CreditWatch with negative implications.  In
addition, S&P affirmed 290 ratings on classes from these and from
three other transactions and removed 80 of the affirmed ratings
from CreditWatch with negative implications.  S&P also placed five
ratings from two transactions on CreditWatch with negative
implications following the Oct. 8, 2008 placement of S&P's 'AAA'
financial strength rating on Financial Security Assurance Inc.
on CreditWatch with negative implications.  S&P also placed its
ratings on four of the downgraded classes from one transaction on
CreditWatch with negative implications in connection with the
CreditWatch placement of the 'BBB-' financial strength rating on
Syncora Guarantee Inc.  These financial institutions provide
guarantee insurance policies for those certificates.

Most of these Alt-A transactions are collateralized by fixed-rate
and long-reset hybrid mortgages (with rates fixed for five or more
years).  In aggregate, the classes with lowered ratings had an
original par amount of approximately $16.2 billion, which has been
paid down to approximately $11.7 billion.  The certificates with
affirmed ratings had an original balance of approximately
$21 billion, which has been paid down to approximately
$13.8 billion.

S&P affirmed its 'AAA' ratings on 232 classes, 33 of which are
interest-only classes.  The downgraded classes included 288
classes formerly rated 'AAA'.  Among these are 249 interest-
bearing and/or principal-bearing classes and 39 interest-only
classes.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings given S&P's current projected losses.  S&P arrived at its
estimated projected losses for the Alt-A RMBS deals using the
analysis S&P's report.  In that document, S&P states that it has
raised S&P's loss severity assumptions for 2006 and 2007 Alt-A
fixed-rate and long-reset hybrid transactions to 40% from 35%
based on S&P's belief that continued foreclosures, distressed
sales, an increase in carrying costs for properties in inventory,
costs associated with foreclosures, and further declines in home
sales will depress prices further and push loss severities higher
than S&P had previously assumed.

Additionally, S&P has seen a rise in the level of delinquencies
among the Alt-A mortgage loans supporting these transactions.  As
of the September 2008 distribution period, severely delinquent
loans (90-plus days, foreclosures, and real estate owned) for the
affected transactions averaged 13.08% of the current pool
balances, which represents an increase of 27.61% since June 2008.
This increase in delinquencies, along with the increase in S&P's
loss severity assumptions, prompted S&P to place these ratings on
CreditWatch negative.  When determining rating actions on these
deals going forward, S&P will be using the loss projections that
it outlined its report on Oct. 13, 2008.

As part of S&P's analysis, it considered the characteristics of
the underlying mortgage collateral as well as it's view of
macroeconomic influences.  For example, S&P's view of the risk
profile of the underlying mortgage pools influences its default
projections, while S&P's outlook for housing price declines and
its view of the health of the housing market influences its loss
severity assumptions.

To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in what S&P consider to be risk characteristics,
as well as changes in servicing and the classes' expected ability
to withstand additional credit deterioration. In order to maintain
a rating higher than 'B', S&P considered whether a class could
absorb losses in excess of the base-case assumptions S&P assumed
in S&P's analysis. For example, under S&P's analysis, one class
may have to withstand approximately 115% of S&P's base-case loss
assumptions in order to maintain a 'BB' rating, while a different
class may have to withstand approximately 125% of S&P's base-case
loss assumptions to maintain a 'BBB' rating. S&P expect that a
class that has an affirmed 'AAA' rating is able to withstand
approximately 150% of S&P's base-case loss assumptions under S&P's
analysis, subject to individual caps and qualitative factors that
S&P assumed on specific transactions.

S&P also took into account the pay structure of each transaction
and only stressed each class with losses that S&P expected would
occur while it remained outstanding.  Additionally, S&P only gave
excess interest credit for the amount of time the class would be
outstanding.  For example, if S&P projected a class to pay down in
15 months, then S&P applied only 15 months of losses to that
class.  Additionally, in such a case, S&P assumed 15 months of
excess spread if the class was structured with excess spread as
credit enhancement.

S&P has resolved the CreditWatch placements on 5,190 ratings from
418 fixed-rate and long-reset hybrid Alt-A RMBS transactions since
they were placed on Watch on Oct. 13, 2008, while S&P's ratings on
346 classes from 38 transactions remain on CreditWatch.  In the
coming weeks, Standard & Poor's will continue to analyze the
remaining transactions affected by S&P's revised loss expectations
according to S&P's view of their order of performance, resolving
the CreditWatch placements on what S&P considers to be worse-
performing transactions first.  S&P expects to resolve the
CreditWatch placements over the next several weeks.


* S&P Reports How Troubled Retail Sector Could Affect U.S. CMBS
---------------------------------------------------------------
As consumers rattled by the credit crisis and loss of confidence
trim their spending, Standard & Poor's Ratings Services believes
that retailers will have an increasingly difficult time luring
shoppers to their centers, according to a recent report.

S&P believes retail, which has been underpinning stable CMBS
performance, is feeling the effects of falling home prices, the
weakened economy, and retailer troubles.

Certain retailers are exhibiting significantly weaker performance
and have been forced to close stores, and in some cases, declare
bankruptcy.  "At the property and loan level, shuttered stores and
early lease terminations are likely to lead to dark spaces and
less foot traffic, which S&P believes will ultimately result in
reduced cash flows and an increase in retail delinquencies and
defaults," said credit analyst James Manzi.

To date, retail bankruptcies and store closings have not
contributed to widespread downgrades.  In S&P's opinion, this
reflects diversity and limited exposure to troubled tenants.
"However, with an increasing number of retail loans maturing in
2009 and 2010, recessionary conditions coupled with significant
liquidity reductions will likely limit a borrower's ability to
refinance maturing retail loans," said credit analyst Larry Kay

In addition to detailing the big-picture effects on CMBS
performance, such as delinquent loan amounts, the report also
focuses on more granular issues, such as which types of retailers
have experienced deteriorating fundamentals and whether certain
types of retailers are performing better than others.  It also
identifies CMBS transactions that have significant exposure to
troubled retailers, as well as conditions in the local retail
submarkets in which the collateral properties operate.


* S&P Reports Seven More Global Entities Poised for Downgrades
--------------------------------------------------------------
Globally, seven more entities moved to speculative-grade territory
since S&P's last monthly fallen angels report, said an article
published by Standard & Poor's.

This brings the year-to-date tally to 40 issuers, affecting
US$205.97 (EUR160.51) billion in rated debt, already a sizable 57%
more than the total debt affected by fallen angels in 2007,
according to the article.

"Such an increase is in line with S&P's expectations, where fallen
angels were poised to overtake rising stars, particularly amid the
current credit environment," said Diane Vazza, head of Standard &
Poor's Global Fixed Income Research Group.  "This month, fallen
angels indeed exceeded rising stars by two issuers and 22% of
debt."

Fallen angels are issuers downgraded to speculative grade ('BB+'
and lower) from investment grade ('BBB-' and higher), whereas
rising stars move in the opposite direction.

As of Nov. 6, 2008, 57 entities, ten more than the previous month,
with rated debt worth US$147.81 (EUR115.19) billion have been
identified as potential fallen angels, rated 'BBB-' with either a
negative outlook or with ratings on CreditWatch with negative
implications.  These movements are commensurate, albeit slightly
accelerated, with the increased momentum of fallen-angel activity
since the five-year low in July 2007.

Sectors poised to lead fallen-angel incidence include utilities
with nine entities, followed by forest products and building
materials with seven entities, banks with six entities,
transportation with five, and retail/restaurants with four.



* S&P Says Shaky Markets Don't Rattle Exchanges and Clearinghouses
------------------------------------------------------------------
While the global credit and equity markets have been reeling,
Standard & Poor's Ratings Services believes that the exchanges and
clearinghouses that S&P rates have stood relatively firm,
according to a Credit FAQ report published.

These exchanges, such as Chicago Mercantile Exchange Group and
NASDAQ OMX Group, continue to provide opportunities for liquidity
and price discovery for traders whipsawed by unprecedented price
movements.  S&P believes that the clearinghouses, such as Options
Clearing Corp. and National Securities Clearing Corp., generally
remain a safe haven for counterparties, meeting their clearing and
settlement obligations daily.

"Both clearinghouses and exchanges are performing as S&P expected,
reducing systemic risks and withstanding the stresses that market
participants are placing on them," said Standard & Poor's credit
analyst Charles Rauch.  "Still, several prominent bank failures
are putting exchanges' and clearinghouses' risk management and
financial safeguards to the test.  In S&P's view, they seem to be
passing, but uncertainties remain," said Standard & Poor's credit
analyst Charles D. Rauch.

Exchanges and clearinghouses are among the few bright spots in
Standard & Poor's financial services rated universe.  The 14
institutions that S&P publicly rate have enjoyed very strong
trading revenues in recent periods because of the market
volatility, hedging activity, and general market jitteriness about
the viability of trading counterparties.  But now they face new
competitive threats, and trading volumes -- their revenue
lifeblood -- are likely to recede from recent peaks.  To compound
matters, some publicly owned exchanges have, in S&P's view,
pursued more aggressive financing policies by leveraging their
balance sheets with debt to fund acquisitions or share
repurchases.

The report answers what role clearinghouses play in containing
systemic risks during this global credit crunch, how stock
exchanges and equity option exchanges are handling the extreme
volatility of equity prices, and where S&P sees exchange volumes
heading, among other questions.


* S&P Says Market Perception Of Creditworthiness Affects Insurers
------------------------------------------------------------------
In a confidence-sensitive industry, many insurers have seen their
financial strength acutely affected by market perception of their
credit quality, according a report published by Standard & Poor's
Ratings Services.  "Ratings are based on fundamental analysis;
however, when assessing creditworthiness, the speed with which
confidence can be lost in an insurer is an important consideration
for us," Said Standard & Poor's Credit Analyst Mark Puccia.  When
a crisis strikes, insurers that lack sufficient resources to cover
all contingent calls on liquidity could quickly be insolvent,
despite having otherwise healthy business operations and strong
capital.  American International Group is an example where the
combination of mark-to-market losses on securities backed by its
credit default swaps and rating-related triggers required the
company to post significant collateral.  S&P previously recognized
AIG's potential mortgage-related losses and collateral
requirements, but the rapid decline in asset values and market
confidence exceeded S&P's expectations, causing the rating action.
This created a huge liquidity strain on what S&P had viewed as a
healthy company: This limited its ability to access funding.

S&P consistently have considered triggers, material adverse
condition clauses, and other covenants when assessing an insurer's
financial strength.  Even in normal times, S&P evaluates how an
insurer is positioned to handle stress scenarios, balancing
sources of liquidity available in these scenarios against its
liability structure and potential liquidity calls.  S&P believes
triggers elevate default risk, and therefore it is appropriate
that ratings address this added risk.  While two companies may be
virtually identical in terms of operations and balance sheet, if
one has material contingent liquidity calls and very tight
triggers, S&P usually will consider it to have a higher credit
risk.


* S&P Says Speculative-Grade Credit Spread Tightens To 1,379 BPS
----------------------------------------------------------------
The Standard & Poor's investment-grade spread widened marginally
Monday, expanding 4 basis points, to 493 bps from 489 bps.  The
speculative-grade spread, on the other hand, contracted 22 bps, to
1,379 bps from 1,401 bps.  Most rating category spreads contracted
as well, with 'AA' at 397 bps, 'A' at 454 bps, 'BB' at 909 bps,
and 'B' at 1,453 bps.  The 'BBB' and 'CCC' spreads widened, to 590
bps and 2,550 bps, respectively, the latter hitting a new five-
year high.

Most industry spreads tightened as well, with financial
institutions at 652 bps, banks at 583 bps, and telecommunications
at 699 bps, an average of 5 bps tighter than Friday's figures.
Industrials, on the other hand, widened slightly to 820 bps from
818 bps, and utilities remained unchanged at 502 bps.

With speculative-grade defaults on the rise, a higher
preponderance of credit downgrades, and a general malaise about
the future of the economy, S&P expects spreads to remain at their
elevated levels for some time until confidence is restored to the
market.


* S&P Says Weak Economy is a Challenge to Asset Securitizations
---------------------------------------------------------------
With the U.S. economy contracting and global financial markets
systematically deleveraging, securitizations of all kinds have
felt plenty of pain.  The market for securitizing esoteric assets
and commercial assets is among those where new issuance has
fallen, even though the overall performance of existing
transactions have remained relatively stable.

"The biggest challenges this sector has faced appear to be
macroeconomic rather than financial because specific liquidity and
broad credit concerns are expected to subside at some point," said
credit analyst Winston Chang, a managing director, speaking at
Standard & Poor's Ratings Services' recent Eighth Annual New
Assets & Commercial Assets Hot Topics conference.  "In S&P's view,
it'll come down to the severity of the economic downturn and the
level of unemployment.  S&P expects this downturn to negatively
affect asset performance for nearly all asset classes in the new
and commercial assets arena."

According to David Wyss, Standard & Poor's chief economist, this
recession should be moderate but long, given the ongoing problems
in the financial markets.  Unemployment has already hit 6.5%, and
Mr. Wyss thinks it could climb to a peak of near 7.5% by this time
next year.

New, or esoteric, assets include catastrophe bonds, insurance
premium loans, oil and gas production payments, timber, small-
business loans, structured settlements, tobacco settlements, and
corporate securitizations.  Commercial assets include aircraft
leases, containers, railcar, and equipment loans and leases.  "We
believe both categories of assets may be vulnerable to current
macroeconomic challenges," said Mr. Chang.

A factor that could potentially offset deteriorating asset
performance in existing transactions is the buildup of credit
enhancement or other structural features.  In addition, although
S&P's analysis takes into consideration an asset's historical
performance, S&P doesn't necessarily view it as indicative of
expected future performance.  "We will consider the potential
impact of further economic weakening on future asset performance.
The level of impact may be modest in some areas and more material
in other asset classes," said Mr. Chang.

The economic slowdown is expected to have a direct impact on
equipment loan and lease transactions, which securitize leases on
office machinery and construction and agricultural equipment,
especially on transactions that rely on residential construction.
"How much of an impact likely depends on the possible shape and
severity of the economic downturn," said credit analyst Eric
Hedman, a senior director at Standard & Poor's.  "We believe that
most affected ratings would be in the low-investment-grade
category."

Tobacco settlement securitizations may be the worst-performing
among new asset securitizations.  Twenty classes are currently on
CreditWatch negative, and all the ratings have negative outlooks,
excluding GO deals, which are effectively state-backed, general
obligation bonds that are not tied to the master settlement
agreement.  One reason for these actions is declining
tobacco sales resulting from state and federal excise tax
increases, which have made tobacco too costly for many consumers.
Also, as the economy worsens, consumers are shifting to cheaper,
nonpremium brands.  The net result is weaker cash flow entering
existing transactions.  "Standard & Poor's has had all tobacco
securitizations on negative outlook dating back to November 2003
due to a variety of concerns related to litigation risks and risks
related to the MSA and volume declines," said Mr. Hedman.

Timeshare loans have fared the best in the sector, and S&P haven't
downgraded or taken any negative CreditWatch actions to date.
Loan performance in these transactions has held up relatively well
for several reasons, mostly demographic.  First, the average
borrower is older, with a higher income.  Second, there's usually
a 10% minimum down payment on fixed-interest-rate timeshare loans.
However, this run of stability may change.  "Performance may
deteriorate in the next 12 to 18 months, given the economic
environment," said credit analyst Carmi Margalit, an associate
director at Standard & Poor's.

The new asset and commercial asset sectors are also facing the
challenge of not being able to use monoline insurance, which many
transactions used to guarantee their payments and were responsible
for most of the sectors' recent growth.  "There are a number of
asset classes where securitization may not be the best
alternative" for financing, said Mr. Chang.  The corporate bank
and bond market may ultimately fill their financing needs.
"Perhaps the future in that market may be the one-off transaction
that may be somewhat smaller in size, with a small number of
willing investors that have an interest in investing the time and
energy to be involved," he said.

Investors in this asset class appear to be moving toward higher
quality, in most cases to bonds rated 'AAA', though some have
shown a willingness to buy 'A' rated paper.  Also, investors seem
to focus on repeat issuers that have better track records and that
investors perceive as having asset pools that should adequately
weather the weaker economy.

Private placements, transactions whose credit ratings aren't made
public, have always been a key element in this sector and they may
become even more important as investors become more involved and
selective.  On the flip side, for investors who have an interest
in or have developed some degree of expertise in a specific asset
class, the opportunity to invest in a private transaction can be
attractive because they would have more input about that bond's
structural features.  "We clearly see the market as working to
find the interested investors first before pushing ahead with a
deal," said Mr. Chang.  In certain cases S&P are seeing
transactions that would have issued 'AAA' to 'BBB' rated paper in
the past but now only issue 'AAA' rated paper.

Looking ahead, "we believe that securitization for esoteric and
commercial assets will remain an important alternative in the
future for issuers of a number of asset classes," Mr. Chang said.

In some cases, these are niche asset classes, so the expectation
is for new issuance volume to be relatively low.  Or perhaps the
bulk of transactions have already occurred, and future volume may
be lower simply due to limited need in that particular sector.
Stranded cost securitizations are an example.  These refer to
securitizations created by utility companies in deregulated
states who try to recoup otherwise unrecoverable or "stranded"
costs associated with building new plants and long-term power-
purchasing contracts.  These types of transactions have performed
well as a sector, although deal volume is now limited because of
the nature of the asset class.

Current performance in the esoteric and commercial asset sector is
generally in line with expectations -- for now.  However, S&P does
expect some degree of deterioration in a number of asset classes
and S&P will continue to monitor the performance of the various
transactions.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Stan Roork Insurance Services, LLC
  Bankr. D. Ariz. Case No. 08-14836
    Chapter 11 Petition filed October 23, 2008
        See http://bankrupt.com/misc/azb08-14836.pdf

In Re Constantino, Christopher V.
  Bankr. D. N.J. Case No. 08-30703
    Chapter 11 Petition filed Oct. 23, 2008
        See http://bankrupt.com/misc/njb08-30703.pdf

In Re Ehlers, Gosch Loy, III
  Bankr. E.D. N.C. Case No. 08-07521
    Chapter 11 Petition filed Oct. 28, 2008
        See http://bankrupt.com/misc/nceb08-07521.pdf

In Re Sikander Corporation
  Bankr. D. Md. Case No. 08-23980
    Chapter 11 Petition filed October 28, 2008
        See http://bankrupt.com/misc/mdb08-23980.pdf

In Re Recycled Goods Inc.
  Bankr. C.D. Calif. Case No. 08-12750
    Chapter 11 Petition filed October 28, 2008
        See http://bankrupt.com/misc/cacb08-12750.pdf

In Re Mulch Colored and Plain, LLC
  Bankr. W.D. Ark. Case No. 08-74375
    Chapter 11 Petition filed October 28, 2008
        See http://bankrupt.com/misc/arwb08-74375.pdf

In Re Amis, John Albert
  Bankr. C.D. Calif. Case No. 08-18490
    Chapter 11 Petition filed October 29, 2008
        See http://bankrupt.com/misc/cacb08-18490.pdf

In Re Diamond Home & Garden, L.L.C.
  Bankr. N.D. Ga. Case No. 08-81845
    Chapter 11 Petition filed October 29, 2008
        See http://bankrupt.com/misc/ganb08-81845.pdf

In Re Aguilar, Esteban Angel, Sr.
  Bankr. D. N.M. Case No. 08-13642
    Chapter 11 Petition filed October 29, 2008
        See http://bankrupt.com/misc/nmb08-13642.pdf

In Re 820 North Virginia Partners LLC
  Bankr. D. Nev. Case No. 08-52056
    Chapter 11 Petition filed October 29, 2008
        See http://bankrupt.com/misc/nvb08-52056.pdf

In Re S&I Investments
  Bankr. S.D. Fla. Case No. 08-26220
    Chapter 11 Petition filed October 29,2008
        Filed as Pro Se

In Re VIP Self Storage, Inc.
  Bankr. C.D. Calif. Case No. 08-16933
    Chapter 11 Petition filed October 29, 2008
        Filed as Pro Se

In Re Shortz, Sheral
  Bankr. N.D. Calif. Case No. 08-46209
    Chapter 11 Petition filed October 29, 2008
        Filed as Pro Se

In Re Proconci Services, LLC
  Bankr. D. Conn. Case No. 08-33543
    Chapter 11 Petition filed October 30, 2008
        See http://bankrupt.com/misc/ctb08-33543.pdf

In Re Michael A. Scabarda
  Bankr. W.D. Mich. Case No. 08-09661
    Chapter 11 Petition filed October 30, 2008
        See http://bankrupt.com/misc/miwb08-09661.pdf

In Re Pipkin, Randall M.
  Bankr. M.D. Fla. Case No. 08-06774
    Chapter 11 Petition filed October 30, 2008
        See http://bankrupt.com/misc/flmb08-06774.pdf

In Re Wolf, Stephen A.
  Bankr. N.D. Ill. Case No. 08-29453
    Chapter 11 Petition filed October 30
        See http://bankrupt.com/misc/ilnb08-29453.pdf

In Re CK Bulldozing, Inc.
  Bankr. E.D. Mich. Case No. 08-34528
    Chapter 11 Petition filed October 31, 2008
        See http://bankrupt.com/misc/mib08-34528.pdf

In Re Parakletos Development, LLC
  Bankr. N.D. Ind. Case No. 08-13756
    Chapter 11 Petition filed October 31, 2008
        See http://bankrupt.com/misc/innb08-13756.pdf

In Re Boundary Development LLC
  Bankr. Case No. 08-06888
    Chapter 11 Petition filed October 31, 2008
        Filed as Pro Se

In Re Caspen Operating Company, Inc.
  Bankr. S.D. Miss. Case No. 08-51897
    Chapter 11 Petition filed November 3, 2008
        See http://bankrupt.com/misc/mssb08-51897.pdf

In Re Bears Food Service, LLC
  Bankr. D. N.J. Case No. 08-31651
    Chapter 11 Petition filed November 3, 2008
        See http://bankrupt.com/misc/njb08-31651.pdf

In Re Juan Jaime Alonzo
  Bankr. W.D. Tex. Case No. 08-53275
    Chapter 11 Petition filed November 3, 2008
        See http://bankrupt.com/misc/txwb08-53275.pdf

In Re Little People University, Inc.
  Bankr. E.D. Penn. Case No. 08-17262
    Chapter 11 Petition filed November 3, 2008
        See http://bankrupt.com/misc/paeb08-17262.pdf

In Re KKG Consolidated Inc.
  Bankr. N.D. Calif. Case No. 08-12350
    Chapter 11 Petition filed November 3, 2008
        See http://bankrupt.com/misc/canb08-12350.pdf

In Re Joy Missionary Baptist Church
  Bankr. N.D. Tex. Case No. 08-35661
    Chapter 11 Petition filed November 3, 2008
        See http://bankrupt.com/misc/txnb08-35661pdf

In Re Harvesting Ministries, Inc.
  Bankr. W.D. Tex. Case No. 08-12173
    Chapter 11 Petition filed November 3, 2008
        See http://bankrupt.com/misc/txwb08-12173.pdf

In Re Delta L. Pruett
  Bankr. M.D. Ga. Case No. 08-53201
    Chapter 11 Petition filed November 3, 2008
        Filed as Pro Se

In Re Hidden Creek Ranch, LLC
  Bankr. N.D. Ga. Case No. 08-23196
    Chapter 11 Petition filed November 3, 2008
        Filed as Pro Se

In Re I & C Peachtree, LLC
  Bankr. N.D. Ga. Case No. 08-82612
    Chapter 11 Petition filed November 4, 2008
        See http://bankrupt.com/misc/ganb08-82612.pdf

In Re Joseph Ciro Larre
  Bankr. E.D. La. Case No. 08-12671
    Chapter 11 Petition filed November 4, 2008
        See http://bankrupt.com/misc/laeb08-12671.pdf

In Re Urban Builders, Inc.
  Bankr. E.D. Penn. Case No. 08-17268
    Chapter 11 Petition filed November 4, 2008
        See http://bankrupt.com/misc/paeb08-17268.pdf

In Re Sportsman's Outfitter & Marine, Inc.
  Bankr. W.D. Mo. Case No. 08-44650
    Chapter 11 Petition filed November 4, 2008
        See http://bankrupt.com/misc/mowb08-44650.pdf

In Re L222-1 ID Summerwind, LLC
  Bankr. D. Idaho Case No. 08-02468
    Chapter 11 Petition filed November 4, 2008
        Filed as Pro Se

In Re Kisha Michelle Walton
  Bankr. S.D. Tex. Case No. 08-37169
    Chapter 11 Petition filed November 4, 2008
        Filed as Pro Se

In Re Fitchburg Redbrick River Mill, Inc.
  Bankr. D. Mass. Case No. 08-43596
    Chapter 11 Petition filed November 4, 2008
        Filed as Pro Se

In Re 1815 A St. Condominium Group, LLC
  Bankr. D. Columbia Case No. 08-00727
    Chapter 11 Petition filed November 4, 2008
        Filed as Pro Se

In Re 4301 Linglestown Road Inc.
  Bankr. M.D. Penn. Case No. 08-04129
    Chapter 11 Petition filed November 4, 2008
        Filed as Pro Se

In Re Steven Mark Frazier
  Bankr. W.D. Wis. Case No. 08-15850
    Chapter 11 Petition filed November 5, 2008
        See http://bankrupt.com/misc/wiwb08-15850.pdf

In Re Celtic Investments, LLC
  Bankr. D. Colo. Case No. 08-27717
    Chapter 11 Petition filed November 6, 2008
        See http://bankrupt.com/misc/cob08-27717.pdf

In Re Vaaler Investment Properties LLC
  Bankr. W.D. Wis. Case No. 08-15883
    Chapter 11 Petition filed Nov. 6, 2008
        See http://bankrupt.com/misc/wiwb08-15883.pdf

In Re Precise Quality Builders, Inc.
  Bankr. W.D. Wis. Case No. 08-15867
    Chapter 11 Petition filed November 6, 2008
        See http://bankrupt.com/misc/wiwb08-15867.pdf

In Re Briarwood-Houston, L.P.
  Bankr. S.D. Tex. Case No. 08-37213
    Chapter 11 Petition filed November 6, 2008
        Filed as Pro Se

In re Health Staffers of Michigan, Inc.
  Bankr. W.D. Mich. Case No. 08-09990
    Chapter 11 Petition filed November 7, 2008
       See http://bankrupt.com/misc/wiwb08-09990.pdf

In Re Amos W. Reid
  Bankr. S.D. Ala. Case No. 08-14384
    Chapter 11 Petition filed November 7, 2008
        See http://bankrupt.com/misc/alsb08-14384.pdf

In Re Burke Loan Co., Inc.
  Bankr. S.D. Ga. Case No. 08-12493
    Chapter 11 Petition filed November 7, 2008
        See http://bankrupt.com/misc/gasb08-12493.pdf

In Re Elizabeth Roberts Realty, Inc.
  Bankr. D. Mass. Case No. 08-18539
    Chapter 11 Petition filed November 7, 2008
        See http://bankrupt.com/misc/mab08-18539.pdf

In Re Shanghai Gourmet, Inc.
  Bankr. D. Kan. Case No.08-12901
    Chapter 11 Petition filed November 7, 2008
        See http://bankrupt.com/misc/ksb08-12901.pdf

In Re New Wave Communications, Inc.
  Bankr. S.D. Ind. Case No. 08-13975
    Chapter 11 Petition filed November 7, 2008
        See http://bankrupt.com/misc/insb08-13975.pdf

In Re KVS Foodsystems LLC
  Bankr. E.D. N.C. Case No. 08-07905
    Chapter 11 Petition filed November 7, 2008
        See http://bankrupt.com/misc/nceb08-07905.pdf

In Re Full Belly Deli, Inc.
     dba Pezzolanti's Italian Specialties
  Bankr. D. N.J. Case No. 08-32077
    Chapter 11 Petition filed November 8, 2008
        See http://bankrupt.com/misc/njb08-32077.pdf

In Re Terry Rosso
  Bankr. D. Ariz. Case No. 08-15966
    Chapter 11 Petition filed November 8, 2008
        See http://bankrupt.com/misc/azb08-15966.pdf

In Re Ignacio Lewis
  Bankr. S.D. N.Y. Case No. 08-14422
    Chapter 11 Petition filed November 8, 2008
        See http://bankrupt.com/misc/nysb08-14422pdf

In Re Emmanuel Hogarth, Jr.
  Bankr. C.D. Calif. Case No. 08-29067
    Chapter 11 Petition filed November 9, 2008
        See http://bankrupt.com/misc/cacb08-29067.pdf

In Re Rotterdam Swimming Pool Center, Inc.
  Bankr. N.D. N.Y. Case No. 08-13768
    Chapter 11 Petition filed November 9, 2008
        See http://bankrupt.com/misc/nynb08-13768.pdf

In Re William Porter O.D., P.A.
  Bankr. S.D. Fla. Case No. 08-27015
    Chapter 11 Petition filed November 9, 2008
        See http://bankrupt.com/misc/flsb08-27015.pdf

In Re Jomar Ventures
  Bankr. E.D. N.C. Case No. 08-07937
    Chapter 11 Petition filed November 10, 2008
        See http://bankrupt.com/misc/nceb08-07937.pdf

In Re Integrated Technology Solutions, Inc.
  Bankr. N. Mex. Case No. 08-13832
    Chapter 11 Petition filed November 10, 2008
        See http://bankrupt.com/misc/nmb08-13832.pdf



                             *********

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.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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