TCR_Public/081117.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 17, 2008, Vol. 12, No. 274

                             Headlines


AESTHETIC STRUCTURES: Voluntary Chapter 11 Case Summary
AGRIPROCESSORS INC: Creditors Seek to Move Proceedings to Iowa
AMERICAN INTERNATIONAL: Dammerman, Bollenback Own Derivative Stock
AMERICAN INTERNATIONAL: Delists 2011 Medium-Term Notes
AMERICAN INTERNATIONAL: Discloses Stakes in Various Entities

AMERICAN INTERNATIONAL: Seeks Refund for $329 Mln. in Back Taxes
AMERICAN INTERNATIONAL: To End 14 Deferred Compensation Plans
AMERIQUEST NIM: S&P Changes Note Rating to 'BBB+' From 'BB'
ANTIOCH CO: Files for Chapter 11 Protection
APPTIS INC: Moody's Affirms B3 Corp. Family Rating; Outlook Stable

AVIATION CAPITAL: S&P Junks Ratings on Three Classes of Notes
BAKER DEVELOPMENT: Case Summary & Seven Largest Unsec. Creditors
BANC OF AMERICA: Moody's Downgrades Rating on $18.9 Mil. Notes
BEAR STEARNS: S&P Downgrades Ratings on Three Classes of Certs.
CALPINE CORP: Court OKs Settlement Deal with Rosetta Resources

CGCMT 2006-FL2: Fitch Trims Ratings on Three Classes to 'BB-'
CHAPEL RIDGE: Case Summary & Largest Unsecured Creditor
CHARLES DYER: Voluntary Chapter 11 Case Summary
CITADEL BROADCASTING: Moody's Junks Probability of Default Rating
CHRYSLER FINANCIAL: Denny Hecker Sues Firm for Freezing Credit

CHRYSLER LLC: Bailout & Alliances Needed To Survive Auto Crisis
COLLAR GROUP: Case Summary & Largest Unsecured Creditor
CONSECO INC: S&P Maintains Counterparty Credit Rating at 'B+'
CLIPPER COVE: S&P Upgrades Underlying Rating From 'BB' to 'BBB'
DANA HOLDING: Mulls 10 Plant Closures and More Job Cuts

DANA HOLDING: Tight Liquidity Cues S&P's Rating Downgrades to 'B+'
DENNY HECKER: May File for Chapter 11; Sues Chrysler Financial
DOLE FOOD: $350MM Bond Refinancing Cues Moody's Negative Outlook
DRIVETIME AUTOMOTIVE: Moody's Junks Senior Unsecured Rating
FOLEY SQUARE: Moody's Downgrades Rating on Credit Default Swaps

EVERGREENE PROPERTIES: Case Summary & 9 Largest Unsec. Creditors
FAIRPOINT COMMUNICATIONS: S&P Changes Rating Outlook to Negative
FRANKLIN BANK: Files for Chapter 7 Bankruptcy in Delaware
FREDDIE MAC: Posts $25.3 Billion Net Loss in Third Quarter 2008
FREMONT GENERAL: Can't File 2008 Third Quarterly Report

FRONTIER AIRLINES: Posts $30.4MM Net Loss in Last 3 Months
GENERAL MOTORS: Goldman Stops Rating Shares, Says GM Needs $22BB
GENERAL MOTORS: UAW Now Backs Bailout; Some Lawmakers Oppose
HARRY & DAVID'S: Moody's Slashes Corporate Family Rating to 'B3'
INTROSUL INC: Case Summary & 20 Largest Unsecured Creditors

IRON MOUNTAIN: S&P Changes Outlook to Stable & Holds 'BB-' Rating
JACOBS ENTERTAINMENT: S&P Cuts Corporate Credit Rating to 'B-'
JP MORGAN: Fitch Downgrades Ratings on Three Classes of Notes
JP MORGAN: Fitch Puts Low-B Ratings on 7 Classes of Certificates
JP MORGAN: Fitch Retains Low-B Ratings on Six Classes of Certs.

LB 2006-LLF: Fitch Cuts Rating on Class L Certificates to 'B'
LB/L-SUNCAL OAK: Involuntary Chapter 11 Case Summary
LB/L-SUNCAL OAK: Involuntary Ch. 11 Would Solve Dev't Issues
LEHMAN BROTHERS: Amends Purchase Agreement with IMD Parent
LEHMAN BROTHERS: Court OKs $25.4MM Aircraft Sale to Pegasus

LEHMAN BROTHERS: Fitch Holds Neg. Watch on Class M 'BB+' Rating
LEHMAN BROTHERS: Trustee has Until December 18 to Decide on Leases
LEHMAN BROTHERS: Trustee Inks Deal with Harbinger Capital
LEHMAN BROTHERS: Wants to File Statements Until January 13
LIN TV: S&P Puts 'B+' Corp. Rating on CreditWatch Negative

MARVEL FINANCE: Moody's Junks Rating on $5 Million Class II Notes
MARVEL FINANCE: Moody's Junks Rating on $20 Million Class I Notes
MECACHROME INT'L: Management Changes Prompts Moody's Rating Cuts
MORGAN STANLEY: Fitch Downgrades Ratings on Two Classes of Notes
MXENERGY HOLDINGS: Waiver From Lenders Cues S&P to Junk Ratings

NORTHLAKE FOODS: Files Schedules of Assets and Liabilities
NPC INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
PARMALAT SPA: Net Rises to EUR614MM on Settlements; Cuts Targets
PCS FINANCIAL: Case Summary & 19 Largest Unsecured Creditors
PEOPLE AGAINST DRUGS: Files Schedules of Assets and Liabilities

PEOPLE AGAINST DRUGS: May Use Cash Collateral Until November 30
PHARMACY DISTRIBUTOR: Case Summary & 20 Largest Unsec. Creditors
PLIANT CORP: Liquidity Issues Cue Moody's to Junk Ratings
POMARE LTD: Files Schedules of Assets and Liabilities
POMARE LTD: Gets Interim Ok to Obtain $500,000 of DIP Financing

QUEBECOR WORLD: Posts $64 Million Net Loss in Third Quarter 2008
REYNA SANCHEZ: Case Summary & 11 Largest Unsecured Creditors
RH DONNELLEY: Decline in Sales Spurs Moody's Rating Cuts to 'B2'
SALEM COMMS: Weak Revenues Cue Moody's to Junk Sr. Notes Rating
SERIES 2007-1: S&P Withdraws Notes' Ratings on Event of Default

TRIBUNE CO: To Extend Nov. 27 Deadline for Chicago Cubs Bids
TWEETER HOME: Opco Gets Access to Cash Collateral
TWEETER HOME: Court Grants Interim OK to Access $20MM DIP Funding
TWEETER HOME: U.S. Trustee Picks 5 to Opco Creditors Committee
TYSON FOODS: Moody's Downgrades Corporate Family Rating to 'Ba3'

VERASUN ENERGY: To Report $1-Bil. Gross Loss in Late 10-Q
VERASUN ENERGY: Wants Schedules Filing Extended until January 14
VERASUN ENERGY: Wants to Hire Skadden Arps as Bankruptcy Counsel
VLADIMIR TEMKIN: Case Summary & 15 Largest Unsecured Creditors
WACHOVIA 2006-WHALE 7: Fitch Downgrades Ratings on 10 Classes

WACHOVIA BANK: Fitch Puts Ratings of Six Classes on Negative Watch
WASHINGTON MUTUAL: Can't File 3rd Quarter Report On Time
WASHINGTON MUTUAL: Court Moves Schedules Deadline to December 1
WASHINGTON MUTUAL: Incurs $45.6BB Asset Writedowns, Credit Losses
WELLMAN INC: Court Finally Sends Plan to Creditors for Voting

WORLDSPACE INC: Quest Turnaround Okayed as Restructuring Advisor
WORLDSPACE INC: Gets Final Approval to Use $13MM Citadel Facility
YELLOWSTONE CLUB: Court Okays $4.5MM Loan From Credit Suisse

* McCarter & English Adds Robert J. Hoelscher as Partner
* Moody's Monitors BANs as Notes Reach Maturity in Unsure Market
* Moody's Says Homebuilders' Bond Treaties Offer More Protection
* Standard and Poor's Reports on Rising CMBS Delinquencies
* S&P Downgrades Ratings on 22 Classes From Alt-A RMBS Deals

* S&P Downgrades Ratings on 23 Tranches From 11 Hybrid CDO Deals
* S&P Downgrades Ratings on 75 Classes of Securities to 'D'
* S&P Downgrades Ratings on 102 Tranches From 25 Hybrid CDO Deals
* S&P Puts Ratings on North American Auto Suppliers on Neg. Watch
* S&P Says Global Investment Banks and Brokers Face Tough Times

* S&P Says Risk Reassessment Helps Securitization Market Revival

* BOND PRICING: For the Week of Nov. 10 - Nov. 14, 2008


                             *********

AESTHETIC STRUCTURES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor:  Aesthetic Structures, LLC
         27R Brittany Drive
         Durham, CT 06422

Bankruptcy Case No.: 08-33730

Chapter 11 Petition Date: November 13, 2008

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's
Counsel: Joseph J. D'Agostino, Jr.
         1062 Barnes Road, Suite 304
         Wallingford, CT 06492
         (203) 265-5222
         Fax: 203-268-5236
         Email: joseph@lawjjd.com

Total Assets:  $2,456,000

Total Debts:   $1,583,841

The Debtor does not have creditors who are not insiders.


AGRIPROCESSORS INC: Creditors Seek to Move Proceedings to Iowa
--------------------------------------------------------------
Lynda Waddington at The Iowa Independent reports that
Agriprocessors Inc.'s creditors have filed motions with the court
to move the proceedings from New York to Iowa.

The creditors contended that news reports about Agriprocessors and
the company's corporate filings indicate that the business is
headquartered in Iowa, The Independent states.  The creditors also
said that keeping the venue in New York would require them to pay
attorneys to travel to that state and file necessary paperwork
with the court if they aren't licensed in that state, the report
says.

According to The Independent, First Bank Business Capital, Inc.,
filed the motion to change the venue early this month.  The report
says that Agriprocessors allegedly defaulted on a $35 million loan
from First Bank.  First Bank had filed a lawsuit in Iowa against
Agriprocessors, which could have prompted Agriprocessors to seek
for bankruptcy protection, states the report.

The Independent relates that two additional creditors have joined
First Bank in its request to transfer the case to Iowa:

     -- MLIC Asset Holdings LLC, doing business as MetLife Ag
        Investments of Overland Park, Kansas, filed their intent
        to join the motion on Nov. 10; and

     -- Ohio-based National City Commercial Capital, LLC, joined
        the motion to change venue on Nov. 12.

Court documents indicate that MLIC Asset claims that
Agriprocessors owes the company about $9.6 million in loans that
originated through MetLife Ag and were handled by the group's West
Des Moines office.

National City, according to The Independent, told the court that
Agriprocessors entered into 10 leases, totaling $2.9 million.

Court documents say that Agriprocessors has until Monday to file
its response to the motions to change venue.  The Independent
states that the Court has set an evidentiary hearing for Nov. 25,
2008.

                       About Agriprocessors

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

Agriprocessors filed for Chapter 11 protection on Nov. 4, 2008
(Bankr. E. D. N.Y. Case No. 08-47472).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash represents the company in its
restructuring effort.  The company listed assets of $100 million
to $500 million and debts of $50 million to $100 million.


AMERICAN INTERNATIONAL: Dammerman, Bollenback Own Derivative Stock
------------------------------------------------------------------
Dennis D. Dammerman has been granted 30,788 units of deferred
stock on November 12, 2008, pursuant to the American International
Group, Inc. Amended and Restated 2007 Stock Incentive Plan.
Subject to the terms of the Plan and award agreement, shares of
AIG Common Stock underlying the deferred stock units will be
deliverable, without any cash consideration and conditions, on the
last trading day of the month in which the director ceases to be
an AIG director, according to a Form 4 filing by Mr. Dammerman
with the Securities and Exchange Commission.  The award includes
dividend equivalent rights payable in the form of deferred stock
units.

According to the filing, the price of the derivative security is
$0.

Mr. Dammerman was elected to AIG's Board on November 12, 2008. Mr.
Dammerman was also named to the Compensation and Management
Resources Committee and the Finance Committee of the Board.  Mr.
Dammerman is currently Chairman of the Board of Directors of
Discover Financial Services, Lead Director of Capmark Financial
Group Inc. and a Director of BlackRock, Inc. He retired in 2005 as
GE Vice Chairman of the Board and Executive Officer, and a member
of the Corporate Executive Office.

In a separate Form 4 filing, Stephen Bollenback, another AIG
director, disclosed receiving 331 units of derivative stock on
November 12.  Mr. Bollenback currently holds 19,171 units of
derivative stock, at a price of $0.

               About American International Group

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

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

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

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

On November 10, 2008, the U.S. Treasury agreed to purchase,
through its Troubled Asset Relief Program, $40 billion of newly
issued AIG perpetual preferred shares and warrants to purchase a
number of shares of common stock of AIG equal to 2% of the issued
and outstanding shares as of the purchase date.  All of the
proceeds will be used to pay down a portion of the Federal Reserve
Bank of New York credit facility. The perpetual preferred shares
will carry a 10% coupon with cumulative dividends.

AIG and the Fed also agreed to revise the existing FRBNY credit
facility.  The loan terms were extended from two to five years to
give AIG time to complete its planned asset sales in an orderly
manner.  The equity interest that taxpayers will hold in AIG,
coupled with the warrants, will total 79.9%.

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


AMERICAN INTERNATIONAL: Delists 2011 Medium-Term Notes
------------------------------------------------------
American International Group, Inc., filed with the Securities and
Exchange Commission a Form 8-A12B to register $12,100,000 in
NIKKEI 225 (R) Index Market Index Target-Term Securities (R) due
January 5, 2011, with the NYSE Arca.

The notes were originally issued July 5, 2007.  According to a
Form of Note, filed together with the Form 8-A12B, the notes carry
a starting value of 17,932.270 and have a participation rate of
105%.  AIG Financial Products Corp. acts as calculation agent.

In a Form 25 filing, AIG said it has removed its Medium-Term
Notes, Series AIG-FP, NIKKEI 225(R) Index Market Index Target-Term
Securities(R) Due January 5, 2011, from listing and registration
at the NYSE Alternext US, LLC, formerly the American Stock
Exchange.  AIG said that pursuant to 17 CFR 240.12d2-2(c), it has
complied with the rules of the Exchange and the requirements of 17
CFR 240.12d2-2(c) governing the voluntary withdrawal of the class
of securities from listing and registration on the Exchange.

               About American International Group

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

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

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

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

On November 10, 2008, the U.S. Treasury agreed to purchase,
through its Troubled Asset Relief Program, $40 billion of newly
issued AIG perpetual preferred shares and warrants to purchase a
number of shares of common stock of AIG equal to 2% of the issued
and outstanding shares as of the purchase date.  All of the
proceeds will be used to pay down a portion of the Federal Reserve
Bank of New York credit facility. The perpetual preferred shares
will carry a 10% coupon with cumulative dividends.

AIG and the Fed also agreed to revise the existing FRBNY credit
facility.  The loan terms were extended from two to five years to
give AIG time to complete its planned asset sales in an orderly
manner.  The equity interest that taxpayers will hold in AIG,
coupled with the warrants, will total 79.9%.

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


AMERICAN INTERNATIONAL: Discloses Stakes in Various Entities
------------------------------------------------------------
American International Group, Inc., disclosed in a Form 13F filing
with the Securities and Exchange Commission the number and value
of the shares of various entities that it holds -- pursuant to its
role as institutional manager -- for the quarter ended September
30, 2008.  The value of the shares total roughly $18.7 billion.

The company's holdings include a $1.2 billion stake in 21ST
CENTURY INS GRP, roughly $7 million stake in General Motors,
roughly $8 million stake in Ford Motor Co., and $2.1 million in
YRC Worldwide.

AIG has sole investment discretion in certain of the stakes,
including those of Ford and GM, according to the regulatory
filing.

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

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

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

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

On November 10, 2008, the U.S. Treasury agreed to purchase,
through its Troubled Asset Relief Program, $40 billion of newly
issued AIG perpetual preferred shares and warrants to purchase a
number of shares of common stock of AIG equal to 2% of the issued
and outstanding shares as of the purchase date.  All of the
proceeds will be used to pay down a portion of the Federal Reserve
Bank of New York credit facility. The perpetual preferred shares
will carry a 10% coupon with cumulative dividends.

AIG and the Fed also agreed to revise the existing FRBNY credit
facility.  The loan terms were extended from two to five years to
give AIG time to complete its planned asset sales in an orderly
manner.  The equity interest that taxpayers will hold in AIG,
coupled with the warrants, will total 79.9%.

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


AMERICAN INTERNATIONAL: Seeks Refund for $329 Mln. in Back Taxes
----------------------------------------------------------------
Securities filings say that American International Group Inc. is
in dispute with the Internal Revenue Service over $329 million in
back taxes and penalties that partly stemmed from AIG's use of a
type of transaction that the IRS has called "abusive."

Jesse Drucker at The Wall Street Journal relates that the dispute
was disclosed in May 2008.  AIG said in its latest quarterly
report on Form 10-Q that it filed a "claim for refund" with the
IRS.  The IRS-AIG tax dispute covers 1997 to 1999.  AIG expects
the IRS to challenge similar transactions from later years.

Citing AIG, WSJ relates that the IRS is asserting over $329
million in back taxes and penalties, a portion of which related to
"the disallowance of foreign tax credits associated with cross-
border financing transactions."  AIG says it has paid the assessed
tax plus interest and penalties for 1997 and has filed a claim for
refund.

WSJ says that firms with overseas subsidiaries can pay foreign
taxes, receive a U.S. credit for paying those taxes, and then
effectively split the credit with foreign lenders, who in turn
lower their interest costs.  Those transactions, according to WSJ,
would mean that the U.S. is effectively subsidizing the lending of
foreign banks through the tax break that gets shared by a U.S.
firm and a foreign bank, which former IRS commissioner Mark
Everson called "abusive."  Mr. Everson asserted that those
transactions "often result in the duplication of tax benefits
through the use of certain structures designed to exploit
inconsistencies between U.S. and foreign laws," WSJ states.
Citing people familiar with the matter, the report says that the
IRS has proposed regulations in 2007 that have effectively shut
down new versions of those deals.

"AIG's global tax organization will continue to maximize value for
our shareholders, whoever they are, while fully complying with all
applicable tax rules and requirements around the world.  We're
going to pursue the claim," WSJ quoted AIG spokesperson Joe Norton
as saying.

               About American International Group

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

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

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

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

On November 10, 2008, the U.S. Treasury agreed to purchase,
through its Troubled Asset Relief Program, $40 billion of newly
issued AIG perpetual preferred shares and warrants to purchase a
number of shares of common stock of AIG equal to 2% of the issued
and outstanding shares as of the purchase date.  All of the
proceeds will be used to pay down a portion of the Federal Reserve
Bank of New York credit facility. The perpetual preferred shares
will carry a 10% coupon with cumulative dividends.

AIG and the Fed also agreed to revise the existing FRBNY credit
facility.  The loan terms were extended from two to five years to
give AIG time to complete its planned asset sales in an orderly
manner.  The equity interest that taxpayers will hold in AIG,
coupled with the warrants, will total 79.9%.

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


AMERICAN INTERNATIONAL: To End 14 Deferred Compensation Plans
-------------------------------------------------------------
American International Group, Inc., will terminate 14 voluntary
deferred compensation programs involving 5,600 employees and
independent agents and representatives.  Approximately $500
million in earned but deferred pay will be distributed in the
first quarter of 2009.

This deferred compensation is all pay that an individual earned
but volunteered to defer receiving until a later date.  In each
case, an employee could leave AIG for any reason and be entitled
to this deferred pay.

"AIG has decided to terminate and pay out the deferred pay plans
to remove the incentive for employees to leave in order to obtain
their deferred pay," said Andrew Kaslow, AIG's Senior Vice
President of Human Resources.

Mr. Kaslow stated, "Many AIG employees have seen their life
savings wiped out in the financial crisis.  Employees are now
concerned about obtaining the pay they have earned but deferred so
they can pay for retirement, college tuition or other expenses."

Under the majority of AIG's deferred pay plans, participants can
only access deferred pay when they retire or leave the company.
AIG is concerned that employees will leave AIG so they can obtain
their deferred pay.  This is a concern at a time when AIG is
working to maintain the value of its businesses, whether those
businesses are to be sold to repay AIG's Federal Reserve loan or
to be continued as part of a restructured AIG.

               About American International Group

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

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

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

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

On November 10, 2008, the U.S. Treasury agreed to purchase,
through its Troubled Asset Relief Program, $40 billion of newly
issued AIG perpetual preferred shares and warrants to purchase a
number of shares of common stock of AIG equal to 2% of the issued
and outstanding shares as of the purchase date.  All of the
proceeds will be used to pay down a portion of the Federal Reserve
Bank of New York credit facility. The perpetual preferred shares
will carry a 10% coupon with cumulative dividends.

AIG and the Fed also agreed to revise the existing FRBNY credit
facility.  The loan terms were extended from two to five years to
give AIG time to complete its planned asset sales in an orderly
manner.  The equity interest that taxpayers will hold in AIG,
coupled with the warrants, will total 79.9%.

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


AMERIQUEST NIM: S&P Changes Note Rating to 'BBB+' From 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on the
notes issued by Ameriquest NIM Trust 2005-RN4 to reflect the
rating on Radian Asset Assurance Inc., the primary note insurance
provider.  The note rating was initially lowered to 'BB' from
'A/Watch Neg' on March 31, 2008.  S&P has revised the rating to
'BBB+'.

The March 31, 2008, rating action was part of a larger review of
U.S. residential mortgage-backed securities classes insured by
Financial Guaranty Insurance Co.

S&P originally downgraded this class to 'BB' from 'A/Watch Neg' on
March 31 based on note insurance information S&P obtained during
that review period.  The rating on the notes from this transaction
reflects the higher of the current rating on the primary insurer
or Standard & Poor's underlying rating on the transaction, which
is based on its inherent credit support.  Radian Asset Assurance
Inc. (currently rated BBB+/Negative/--) is the primary note
insurer for the transaction, while FGIC (currently rated BB/Watch
Neg/--) is the backup note insurer.  As a result, S&P has revised
its rating on the notes to 'BBB+' to reflect the rating on Radian
Asset Assurance Inc.

                        Rating Revised

                 Ameriquest NIM Trust 2005-RN4

                                       Rating
                                       ------
         Class       Current   March 31     Pre-March 31
         -----       -------   --------     ------------
         Notes       BBB+      BB           A/Watch Neg


ANTIOCH CO: Files for Chapter 11 Protection
-------------------------------------------
The Antioch Co. has reached an agreement with its lenders to
restructure its debt.  To facilitate this agreement, The Antioch
and six of its subsidiaries filed voluntary petitions for Chapter
11 protection with the U.S. Bankruptcy Court for the Southern
District of Ohio.  The Antioch has elected to seek bankruptcy
protection in order to restructure its debt while continuing to
maintain normal business operations without interruption. The debt
restructuring is embodied in the prepackaged plan of
reorganization that was filed on Nov. 13. Under the plan, which
has the full support of the company's lenders, the process is
expected to be completed by the end of this calendar year.

"After completing a comprehensive strategic review of the
business, The Antioch Company, with the guidance of industry
experts and turnaround specialists, determined that a pre-packaged
filing was in the best interest of the future of Creative
Memories," said Asha Morgan Moran, global president of The
Antioch's unit, Creative Memories.  "We are confident that the
restructuring will provide strong opportunities for the company's
consultants, employees, and customers," she added.

Mr. Moran stated, "This process demonstrates our commitment to the
future of Creative Memories.  We will ensure that product
development remains a top priority so that the company and our
55,000-plus global sales consultants will continue to benefit from
our respected position in the traditional scrapbooking industry.
At the same time, new product development will assist us in
expanding our role into the digital market."

"The financial restructuring of The Antioch Company will allow
Creative Memories to pursue its mission of preserving the past,
enriching the present, and inspiring hope for the future.  We are
focused on our bright future as we further expand our offerings
into digital scrapbooking and other innovative memory celebration
options while continuing to serve our traditional scrapbook
market," Creative Memories Co-Founder Rhonda Anderson said.

The Antioch does not anticipate any reduction in employee
headcount or changes in operating facility locations and the
company anticipates continuing day-to-day operations.  In
addition, The Antioch said that it has filed a motion for
authority to enter into a credit agreement with its lending group,
which will provide up to $4 million in additional liquidity for
restructuring and future investments.

                     About Creative Memories

As a leader in the memory celebration industry for more than 21
years, Creative Memories -- http://www.creativememories.com--
specializes in selling premium-quality, photo-safe albums,
scrapbooking materials, digital photo books, and photo
organization software.  Based in St. Cloud, Minn., Creative
Memories markets its products at in-home get-togethers through
more than 55,000 independent global sales consultants in eight
countries around the world.

                          About Antioch

The Antioch Co. -- http://www.antiochcompany.com/coprofile.asp--
which owns St. Cloud-based Creative Memories.  The company was
founded in 1926.  It consists of operating and business units
located in Ohio, Minnesota, Nevada, and Virginia.  The direct-
selling division encompasses the U.S. and Puerto Rico, Canada,
Australia, New Zealand, Germany, Japan and the United Kingdom,
with expansion planned in other European countries.  The Antioch
employs more than 1,090 people and manufactures, packages and
markets more than 3,000 products to tens of thousands of
independent sales Consultants and retail dealers.


APPTIS INC: Moody's Affirms B3 Corp. Family Rating; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family and
probability of default ratings of Apptis, Inc. and changed the
rating outlook to stable from negative.

The B3 affirmation reflects Apptis' highly levered profile, small
and relatively flat revenue base, and exposure to delays or
reduction in federal spending which can materially impact
government contract services businesses.  The rating also
acknowledges Apptis' adequate liquidity profile, improved working
capital management, and focus on debt reduction.  Since December
2007, the company has prepaid $7.4 million of term loan debt and
reduced revolver borrowing by $2.7 million.  The debt reductions
have somewhat improved credit profile resilience in the event of
unexpected performance declines.  The B3 rating anticipates
additional prepayments near term.

The stable outlook reflects the company's good backlog and an
expectation that current earnings and net working capital levels
should be maintained through 2009.  Although headroom under
Apptis' credit agreement financial ratio tests is not robust
compared to upcoming test ratio step-downs, the stable outlook
assumes sustained earnings which should enable near term
compliance.  Consistency of the outlook will remain sensitive,
however, to diminishing covenant headroom cushion.

In addition these ratings have been affirmed:

  -- $25 million senior secured revolver due December 2011 B1
     LGD 2, to 26% from 29%

  -- $107 million senior secured term loan B (originally
     $130 million) due December 2012 B1 LGD 2, to 26% from 29%

Moody's last rating action occurred November 28, 2007, when
Apptis' corporate family rating was lowered to B3 from B2 and the
outlook was changed to negative from stable.

Apptis, Inc., headquartered in Chantilly, Virginia, provides
information technology services and solutions primarily to federal
government agencies.  The company's core capabilities include
software development and engineering, network infrastructure
deployment and support services, and product fulfillment.  Gross
revenues for the twelve months ended Sept. 30, 2008 were
approximately $792 million.


AVIATION CAPITAL: S&P Junks Ratings on Three Classes of Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of notes from Aviation Capital Group Trust's series
2000-1: S&P downgraded the class B-1 notes to 'CCC+' from 'B+',
the class C-1 notes to 'CCC' from 'B-', and the class D-1 notes to
'CCC-' from 'CCC'.  In addition, S&P affirmed its 'BB' rating on
the class A-1 notes.  Lastly, S&P removed all four ratings from
CreditWatch, where they were placed with negative implications on
March 25, 2008, and assigned them a negative outlook.

The downgrades primarily reflect S&P's view of ongoing declines in
the value of the transaction's portfolio (which provides an
indication of future lease revenues), as well as the payment
priority mechanisms within the structure.

As with other aircraft securitizations originated in the late
1990s to early 2000s, the fleet underlying this transaction has a
significant concentration of older aircraft designed in the 1980s-
-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 fleet in the Aviation Capital Group Trust
transaction, which was issued in 2000, is approximately 17.1
years.  These planes, which include older B737s and MD80s, are
less fuel-efficient than newer models, which led us to adjust
S&P's useful life and depreciation assumptions.  Furthermore, S&P
believes the slowing global economy, which continues to pressure
the airline industry, lowers the credit quality of airline lessees
contained in the securitization pool.

The rating actions reflect S&P's more conservative stress
assumptions.

                 Typical Stress Assumptions

                                       Rating
                                       BB(ii)      CCC(ii)
                                       ------      -------
Lease decline 2 start (i)              2008-2012   2008-2012
Lease decline 3 start                  2014-2018   2014-2017
Length of lease declines (mos.)        48          48
Lessee defaults - declines 2 & 3       35%-55%     20%-35%
Lease rate decline - declines 2 & 3    35%-50%     12%-30%
Repossession/remarketing time (mos.)   7-9         4-6
Lease term - decline 2 (mos.)          36-48       36-48
Repossession costs (mil. $)            0.2-1.5     0.2-1.5

(i) At inception, S&P assumed that the securitization would
     experience three stress scenarios 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 ACG Trust I notes.

Standard & Poor's analysis focuses both on the transaction's
short-term liquidity requirements and on its levels of asset
protection in the medium to long term.  Although all of the planes
underlying this transaction are currently on lease, approximately
33% of the fleet will come off lease within the next 12 months;
moreover, collections will, in S&P's opinion, continue to be
depressed, reflecting both the reduction in commercial passenger
traffic and the decreasing demand for the older-vintage aircraft
that make up a substantial portion of the fleet.  At the same
time, S&P expects aircraft-related expenses for the older aircraft
to increase for both repossessed and returned aircraft in the
fleet.  Although many recent leases require periodic maintenance
payments, large unexpected maintenance or reconfiguration expenses
could exceed the contractual maintenance collections.

In addition, interest payments on the class B-1, C-1, and D-1
notes are subordinated to the minimum principal payments of the
more senior classes in the transaction's payment waterfall.
Therefore, while S&P believes that cash flows will be adequate to
cover interest and principal payments on the class A-1 notes at
the 'BB' rating level, the reduction in lease revenue, along with
the increase in aircraft-related expenses and the subordination of
interest in the waterfall, will, in S&P's opinion, increase the
likelihood of near-term payment shortfalls for subordinated notes.
In addition, S&P believes the risk of default of the mezzanine and
junior tranches has increased based on S&P's view of the limited
prospects for a significant recovery in lease revenues in the
near term.

At the same time, the senior class A-1 is afforded additional
protection in the form of a performance trigger that could divert
all cash flows to the senior notes if the senior liability-to-
asset ratio exceeds 100%.  This structural feature would result in
the acceleration of class A principal amortization.  If this
trigger is breached, the cash flows from the transaction, which
are already under stress, must meet the higher class A required
payments, which would substantially increase the likelihood of
payment shortfalls for the subordinated notes.  The current loan-
to-value ratio for the class A notes is approximately 82%, and
because aircraft values in this older fleet continue to decline
and the class A LTV ratio continues to rise, this may become an
issue in the medium to long term.  Although the subordinated notes
may eventually catch up on interest payments, this structural
feature poses greater interest payment default risk for the
subordinated notes.

S&P's rating outlook for all classes is negative.  S&P's rating
actions and outlooks incorporate S&P's 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.


BAKER DEVELOPMENT: Case Summary & Seven Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Baker Development, LLC,
18851 NE 29th Avenue, 7th Floor
        Aventura, FL 33180

Bankruptcy Case No.: 08-27272

Chapter 11 Petition Date: November 13, 2008

Court: Southern District of Florida (Miami)

Judge: Robert A Mark

Debtor's Counsel: Brian S Behar, Esq.
                  bsb@bgglaw.net
                  2999 NE 191 St., 5 Fl.
                  Aventura, FL 33180
                  Tel: (305) 931-3771

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Leftwich Consulting Engineers                    $384,375
12151 Science Drive, Ste. 101
Orlando, FL 32826

RJ Whidden & Assoc. Inc.                         $77,8000
22 W. Monument Avenue, Ste. 4
Kissimmee, FL 34741

Environmental Resource Sol.                      $15,576
1597 The Greens Way,  Ste. 200
Jacksonville, FL 32250

Fishkind & Associate                             $15,000

Vanasse Hangen                                   $7,524

Taylor Sign & Design                             $4,020

Universal Engineering                            $2,200


BANC OF AMERICA: Moody's Downgrades Rating on $18.9 Mil. Notes
--------------------------------------------------------------
Fitch has downgraded this class of Banc of America Large Loan,
Inc., series 2006-BIX1:

  -- $18.9 million class L to 'BB+' from 'BBB-'; Outlook Negative;

In addition, Fitch has affirmed these classes:

  -- $221.1 million class A-2 at 'AAA'; Outlook Stable;
  -- Interest-only class X-1A at 'AAA'; Outlook Stable;
  -- Interest-only class X-1B at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable;
  -- Interest-only class X-3 at 'AAA'; Outlook Stable;
  -- Interest-only class X-4 at 'AAA'; Outlook Stable;
  -- Interest-only class X-5 at 'AAA'; Outlook Stable;
  -- $15 million class B at 'AAA'; Outlook Stable;
  -- $43.2 million class C at 'AAA'; Outlook Stable;
  -- $42.4 million class D at 'AAA'; Outlook Stable;
  -- $28.3 million class E at 'AA'; Outlook Stable;
  -- $28.3 million class F at 'A+'; Outlook Stable;
  -- $28.3 million class G at 'A'; Outlook Stable;
  -- $28.3 million class H at 'A-'; Outlook Stable;
  -- $11.3 million class J at 'BBB+'; Outlook Stable;
  -- $11.8 million class K at 'BBB'; Outlook Stable;
  -- $4 million class J-CP at 'BBB+'; Outlook Stable;
  -- $5.9 million class K-CP at 'BBB'; Outlook Stable;
  -- $11.5 million class L-CP at 'BBB-'; Outlook Stable;
  -- $1.4 million class J-CA at 'BBB+'; Outlook Stable;
  -- $0.9 million class K-CA at 'BBB'; Outlook Stable;
  -- $1.1 million class L-CA at 'BBB-; Outlook Stable.

Classes A-1, M-MC and L-SC have paid in full.

The downgrade is due to the decline in the performance of the
Bassett Place Mall and the Ballantyne Village loans.  The
assignment of a Negative Outlook to class L is due to the upcoming
final maturity of the Bassett Place Mall loan on Jan. 4, 2009,
with no further extension options available to exercise, resulting
in a potential default.

The Bassett Place Mall loan's Fitch-stressed net cash flow has
declined by approximately 15% since issuance based on servicer-
provided year-end 2007 financial statements.  The deterioration in
cash flow at the property is the result of a decline in rental
income.  Although, occupancy has increased to 93.3% from 84.1% at
issuance, the property experienced tenant rollover and was unable
to achieve the same rental rates upon re-tenanting.

The Ballantyne Village loan's Fitch-stressed net cash flow has
declined by approximately 27% since issuance based on servicer-
provided year-end 2007 financial statements.  The deterioration in
cash flow at the property is the result of a decline in rental
income.  Although, occupancy has increased to 84% from 75% at
issuance, the property experienced tenant rollover and was unable
to achieve the same rental rates upon re-tenanting.

The remaining loans are stabilizing as expected and have
experienced minimal paydown since the last review.  As of the
November 2008 distribution date, the transaction's aggregate
certificate balance has decreased 59.5% to $501.6 million from
$1,238.7 million at issuance.  There are currently no loans in
special servicing.

To date, seven loans have paid off: Lee's Summit, Wyvernwood,
Midtown Centre, Hotel QT, Sterling Court, Quality Hotel Times
Square and 770 Motts Street.  Forty-five office properties were
sold in the CarrAmerica Pool 3 and CarrAmerica Pool 2 loans and
two in the JER Denver Office Portfolio loan, reducing the balance
of the loans through partial release.  The remaining loans in the
pool have remaining extension options.


BEAR STEARNS: S&P Downgrades Ratings on Three Classes of Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial pass-through certificates from Bear Stearns
Commercial Mortgage Securities Inc's series 2000-WF2.  At the same
time, S&P raised its ratings on three classes and affirmed S&P's
ratings on eight other classes from this series.

The downgrades reflect anticipated credit support erosion upon the
eventual resolution of two of the three assets with the special
servicer ($19.2 million, 3%).  The downgrades also reflect credit
concerns regarding two of the eight loans in the pool that have
reported debt service coverage of less than 1.0x.

The raised and affirmed ratings reflect credit enhancement evels
that provide adequate support through various stress scenarios.

There are three assets ($20.6 million, 3%) with the special
servicer, Capmark Finance Inc.  Details are:

  -- The 855 Publishers Parkway & 655 ABC Basket Road loan has a
     total exposure of $11.9 million (2%) and was transferred to
     the special servicer in December 2007 due to imminent
     default.  The special servicer is in the process of
     foreclosing on the loan.  The loan is secured by two
     industrial properties containing three buildings with a total
     of 452,909 square feet, located in Webster, New York.  The
     properties were built between 1995 and 1998.  Based on a
     June 30, 2008 rent roll, the properties were 79% occupied.
     As of Dec. 31, 2007, the DSC was 0.93x.  A February 2008
     appraisal valued the property at $9.9 million and a
     $2,318,016 appraisal reduction amount is in effect on this
     asset.

  -- The Solectron Building loan has a total exposure of
     $8.1 million (1%) and was transferred to the special servicer
     in October 2008.  The sole tenant vacated the property in
     March 2005 and the borrower has not been able to re-lease the
     space since that time.  The loan is secured by a 198,000-sq.-
     ft. industrial building in Westborough, Massachusetts., that
     was built in 2000.  The loan is current and the special
     servicer is in discussions with the borrower with respect to
     a workout strategy.  At this time, Standard & Poor's expects
     a moderate loss upon the ultimate resolution of the loan.

  -- The Village East Apartments loan has a total exposure of
     $1.5 million and was transferred to the special servicer in
     October 2008 due to imminent default.  The loan is secured by
     a 39-unit garden style multifamily property in Orion,
     Michigan., that was built in 1979.  The borrower requested
     forbearance, but the special servicer denied this request.
     Based on a June 30, 2008, rent roll, the property was 100%
     occupied.  As of Dec. 31, 2007, DSC was 1.0x. The special
     servicer expects to return this loan to the master servicer
     shortly.

There are eight loans in the pool totaling $20.8 million (3%) that
have reported DSC of less than 1.0x.  The loans are secured by a
variety of industrial, multifamily, office, and retail properties.
Of these eight loans, two are specially serviced assets and three
are on the servicer's watchlist.  The loans have experienced an
average decline in DSC of 64% since issuance.  Standard & Poor's
has credit concerns with four ($12.1 million, 2%) of the eight
loans.  Most of the properties securing these loans have
experienced a combination of declining occupancy and higher
operating expenses.  The DSC for the four loans that are a credit
concern has decreased by 83% since issuance.  The four loans with
DSC of less than 1.0x that are not credit concerns are secured by
properties have posted improved operating performance based on
interim financial data provided by the servicer.

As of the Oct. 15, 2008, remittance report, the collateral pool
consisted of 138 loans with an aggregate trust balance of
$663.5 million, compared with 145 loans totaling $838.5 million at
issuance.  The master servicer, Wells Fargo Bank N.A., reported
financial information for 96% of the pool, excluding 32 loans
($236.1 million, 36%) that have been defeased.  Ninety percent of
the servicer-provided information was year-end 2007 or interim
2008 data.  Based on this data, Standard & Poor's calculated a
weighted average DSC of 1.61x for the pool, up from 1.52x at
issuance.  Approximately $381.6 million in loans, or 58% of the
pool, is scheduled to mature by year-end 2010.  The only
delinquent loan ($11 million, 2%) in the pool is one of three
assets ($20.6 million. 3%) with the special servicer, as discussed
above.  To date, the trust has incurred three losses totaling
$3.2 million.

The top 10 loans have an aggregate outstanding balance of
$206.5 million (31%) and a weighted average DSC of 1.56x, up from
1.45x at issuance.  Two ($19.2 million, 3%) of the top 10 loans
are with the special servicer, as discussed above, and seven
($179.8 million, 27%) other top 10 loans are scheduled to mature
by July 1, 2010.  Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 exposures.  All were characterized as "good."

Wells reported a watchlist of eight loans with an aggregate
outstanding balance of $12.3 million (2%).  The largest loan on
the watchlist is the El Dorado Hills Business Park loan
($4.0 million).  The loan is secured by a 69,067-sq.-ft.
industrial building in El Dorado Hills, California.  The loan
appears on the watchlist because of the pending lease expiration
of the property's largest tenant, which occupies 40,597 sq. ft.
(59% of the net rentable area) on three leases.  The tenant will
not renew its leases, the last of which expires in April 2009; S&P
will continue to evaluate information on this asset as it becomes
available.

Standard & Poor's identified five collateral properties
($21.8 million, 3%) in areas affected by Hurricane Ike.  One
property ($5 million, 1%) reported damage and may file an
insurance claim after further assessment of damages.  One property
($1.2 million) reported no damage from the storm and three
properties ($15.6 million, 2%) sustained minor damage that has
been repaired.  S&P will continue to evaluate information as it
becomes available.  All of the affected properties have casualty
insurance that should offset repair costs.

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

                      Ratings Lowered

    Bear Stearns Commercial Mortgage Securities Inc. 2000-WF2
         Commercial mortgage pass-through certificates

                 Rating
                 ------
      Class    To       From      Credit enhancement
      -----    --       ----      ------------------
      J        B        B+               2.04%
      K        CCC+     B-               1.72%
      L        CCC-     CCC              1.09%

                      Ratings Raised

   Bear Stearns Commercial Mortgage Securities Inc. 2000-WF2
         Commercial mortgage pass-through certificates

                 Rating
                 ------
      Class    To       From      Credit enhancement
      -----    --       ----      ------------------
      B        AA+      AA               16.10%
      C        A+       A                12.15%
      D        A        A-               10.88%

                    Ratings Affirmed

    Bear Stearns Comercial Mortgage Securities Inc. 2000-WF2
        Commercial mortgage pass-through certificates

           Class      Rating   Credit enhancement
           -----      ------   ------------------
           A-2        AAA                 20.36%
           E          BBB                  7.41%
           F          BBB-                 6.30%
           G          BBB-                 6.14%
           H          BB                   3.93%
           I          BB-                  2.98%
           M          CCC-                 0.77%
           X          AAA                   N/A

                   N/A - Not applicable.


CALPINE CORP: Court OKs Settlement Deal with Rosetta Resources
--------------------------------------------------------------
Rosetta Resources Inc., an independent oil-and-gas company,
received bankruptcy court approval for its settlement agreement
with Calpine Corporation.

At a hearing on Nov. 13, 2008, the bankruptcy court approved an
Oct. 22 settlement agreement, which allows Rosetta to complete the
transaction by which it purchased Calpine's oil and gas business
on July 7, 2005.  Rosetta anticipates the property purchase will
close by Dec. 1, 2008.  Rosetta intends to utilize existing cash
balances for all payments necessary to complete the settlement.

No objections to this motion were filed with the court or raised
at the hearing by any party.

Nov. 24, 2008, is the deadline for appeals of the order to be
filed.

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

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

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

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

(Calpine Bankruptcy News; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


CGCMT 2006-FL2: Fitch Trims Ratings on Three Classes to 'BB-'
-------------------------------------------------------------
Fitch Ratings has downgraded these classes of CGCMT 2006-FL2 and
assigned Rating Outlooks:

  -- $23.9 million class L to 'BB-' from 'BBB-'; Outlook Negative.

  -- $2 million class RAM-1 to 'BB-' from 'BBB-'; Outlook Negative

  -- $2.4 million class RAM-2 to 'BB-' from 'BB+'; Outlook
     Negative;

Additionally, Fitch has affirmed and assigned Rating Outlooks to
these classes:

  -- $5.1 million class A-1 at 'AAA'; Outlook Stable;
  -- $237.2 million class A-2 at 'AAA'; Outlook Stable;
  -- Interest-Only class X-2 at 'AAA'; Outlook Stable;
  -- Interest-Only class X-3 at 'AAA'; Outlook Stable'
  -- $17.9 million class B at 'AAA'; Outlook Stable;
  -- $20.9 million class C at 'AAA'; Outlook Stable;
  -- $38.8 million class D at 'AA+'; Outlook Stable;
  -- $26.9 million class E at 'AA-'; Outlook Stable;
  -- $26.9 million class F at 'A+'; Outlook Stable;
  -- $23.9 million class G at 'A'; Outlook Stable;
  -- $20.9 million class H at 'A-'; Outlook Stable.;
  -- $22.4 million class J at 'BBB+'; Outlook Stable;
  -- $22.4 million class K at 'BBB'; Outlook Negative;
  -- $257,664 class CAC-1 at 'BBB+'; Outlook Stable;
  -- $176,519 class CAC-2 at 'BBB'; Outlook Stable;
  -- $205,253 class CAC-3 at 'BBB-'; Outlook Stable;
  -- $742,109 class CAN-1 at 'BBB+'; Outlook Stable;
  -- $1.1 million class CAN-2 at 'BBB'; Outlook Stable;
  -- $2.2 million class CAN-3 at 'BBB-'; Outlook Stable;
  -- $10.6 million class CNP-1 at 'BBB-'; Outlook Negative;
  -- $20.1 million class CNP-2 at 'BBB-'; Outlook Negative;
  -- $5.2 million class CNP-3 at 'BB+'; Outlook Negative;
  -- $1 million class DSG-1 at 'BBB-'; Outlook Negative;
  -- $112,911 class MVP at 'AAA'; Outlook Stable.

Fitch does not rate classes DHC-1, DHC-2, DHC-3, DSG-2, PHH-1,
PHH-2, and SRL. Classes X-1, HFL, HGI-1, HGI-2, HMP-1, HMP-2,
HMP-3, WBD-1, WBD-2 AND WPP have paid in full.

The downgrade of class RAM-1 and RAM-2 is due to declining
performance of the Radisson Ambassador Plaza Hotel and Casino
(10.1%).  The property is a full-service, 233-room hotel and
casino located one block from the beach in the Condado sector of
San Juan, Puerto Rico.  The casino, which is located within the
hotel, occupies approximately 14,000 square feet on the hotel's
ground floor.  The property was renovated between October 2005 and
May 2006, which affected occupancy and ADR.  The property has not
stabilized and occupancy has not increased as expected following
the renovations.  The year-end 2007 occupancy, average daily rate,
and RevPAR were 79.3%, $150.34 and $119.16, respectively, as
compared to YE 2006 occupancy, ADR, and RevPAR of 83.1%, $147.30
and $122.39.  Additionally casino revenues for the six months
ended June 30, 2008 have decreased by 15% since YE 2006.
Performance has declined as a result of the softening of the
Puerto Rico economy and increased competition primarily from
renovated and upgraded casinos.

The downgrade of class L is due to the declining performance of
the Doubletree Hospitality and Centre Plaza Office (3.75%) along
with the above mentioned declines in the Ambasador Plaza Hotel and
Casino.  The Doubletree Hospitality and Centre Plaza Office is a
mixed use property consisting of a 258 room hotel and 58,445 sf of
office space located in Modesto, California.  The office portion
of the property is 95% occupied. Hotel occupancy, ADR and RevPAR
for the trailing twelve months ended Sept. 30, 2008 were 67.5%,
$117.31 and $79.16 respectively.  RevPar has decreased
approximately 5% over the last 12 months.

The Rating Outlooks reflect likely rating changes over the next
one to two years.  Negative outlooks reflect loans that are behind
on their stabilization plans or where economic pressures may make
execution of the original business plans less feasible.

The largest loan, City National Plaza (63.2%) is secured by 2.6
million square feet of office space in two 51-story office towers,
a three-story office building, 404 on-site parking spaces, and a
freestanding 2,485 space parking structure all located in downtown
Los Angeles, California.  Major tenants include City National Bank
(rated 'A-' by Fitch), Paul, Hastings, Janofsky & Walker LLP; and
Jones Day.  The property benefits from the experienced sponsorship
of CalSTRS, the third largest pension fund in the U.S.  As of
June 30, 2008, occupancy has increased to 80.9% from 63.3% at
issuance. There is no significant tenant rollover occurring in
2008 or 2009. The loan matured July 17, 2008 and is in year one of
two one-year extension options.  The Negative Rating Outlook on
classes CNP-1, CNP-2 and CNP-3 reflects the potential difficulties
in leasing the remaining vacant space at the property in the
current economic climate.


CHAPEL RIDGE: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor:  Chapel Ridge, Inc.
         dba Old Tavern Estates
         1150-3 Executive Circle
         Cary, NC 27511

Bankruptcy Case No.: 08-08043-8

Chapter 11 Petition Date: November 13, 2008

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's
Counsel: Douglas Q. Wickham
         Hatch, Little & Bunn, LLP
         PO Box 527
         Raleigh, NC 27602
         919 856-3940
         Fax: 919 856-3950
         Email: dqwickham@hatchlittlebunn.com

Total Assets:  $1,730,750

Total Debts:   $1,309,169

The Debtor listed William H. Collier as its largest unsecured
creditor with a claim for $279,190 relating to shareholder loans.


CHARLES DYER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor:  Charles Gibson Dyer
         29 Smiths Pt.
         Manchester, MA 01944

Bankruptcy Case No.: 08-18664

Chapter 11 Petition Date: November 13, 2008

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's
Counsel: Philip X. Murray
         655 Summer St.
         Boston, MA 02210
         (617) 261-1776

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

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

The Debtor did not file its list of 20 largest unsecured creditors
together with its petition.


CITADEL BROADCASTING: Moody's Junks Probability of Default Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded Citadel Broadcasting
Corporation's Corporate Family Rating to B3 from B1, Probability
of Default rating to Caa1 from B1, and senior secured credit
facility to B3 from B1.  In addition, Moody's lowered the
company's speculative grade liquidity rating to SGL-4 from SGL-3.
The rating outlook is negative.  This concludes Moody's review
that was initiated on Aug. 21, 2008.

The rating downgrades reflect continued weakness in the company's
revenue and EBITDA due to a combination of the current weak
environment, under-performance of Citadel stations in several
markets and station re-format related weakness in some markets.
Moody's believes that Citadel's operating performance will
continue to face increasing pressure as a result of the slowdown
in consumer spending, its impact on corporate profits, and the
resulting cutbacks in advertising and marketing budgets by several
industries.  Moody's notes that the company has applied its
significant free cash flow to reduce debt and Moody's expects the
company will continue to do so over the rating horizon.  However,
Moody's believes the on-going weakness in Citadel's operating
performance will not only preclude any reduction in the company's
debt-to-EBITDA leverage but will likely cause an increase in
leverage.

Citadel's SGL-4 speculative grade liquidity rating and negative
rating outlook reflect Moody's concerns over uncertainty regarding
the company's ability to remain in compliance with its credit
facility's total net leverage covenant, when considering the steps
down in Q4 2008 and Q4 2009.  In Moody's view, absent a
waiver/amendment from its lenders, the company could breach its
covenant as early as Q1 2009.  While the company's significant
free cash flow generation enhances the prospect that the company
may receive a requisite waiver/amendment from its lenders, the
current credit environment nevertheless heightens the risk
associated with this not happening.  Uncertainty with respect to
any potential adjustment of the interest rate on the company's
bank debt should an amendment be required also raises the specter
of a diminishing liquidity profile and further contributes to the
ongoing negative rating outlook.

The lower PDR of Caa1 reflects Moody's concerns regarding the
potential covenant violation and the correspondingly heightened
default risk, along with a shift in Moody's fundamental recovery
expectation to an above-average scenario for the corporate
enterprise, particularly in consideration of Moody's expectation
that the company will most likely redeem the convertible
subordinated notes over the near-term rating horizon and
transition to an all-first-lien bank debt capital structure.

Moody's has taken these ratings actions:

Citadel Broadcasting Corporation

  -- Corporate Family Rating: Downgraded to B3 from B1

  -- Probability of Default rating: Downgraded to Caa1 from B1

  -- $200 million Senior Secured Revolving Credit Facility:
     Downgraded to B3 (LGD 3, 31%) to from B1 (LGD3 46%)

  -- $600 million Senior Secured Tranche A Term Loan: Downgraded
     to B3 (LGD 3, 31%) to from B1 (LGD3 46%)

  -- $1.535 billion Senior Secured Tranche B Term Loan: Downgraded
     to B3 (LGD 3, 31%) to from B1 (LGD3 46%)

  -- Speculative Grade Liquidity Rating: Downgraded to SGL-4 from
     SGL-3

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

Citadel's B3 Corporate Family Rating and negative outlook reflect
high debt-to-EBITDA leverage (7.9x as of Sept. 30, 2008,
incorporating Moody's standard adjustments), weak station
operating performance relative to several markets, and uncertainty
regarding covenant compliance over the rating horizon.

The rating also 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.

The rating is supported, however, by Citadel's significant
geographic, format and revenue diversification, strong station
clusters and significant scale.  Additionally, the rating reflects
the company's ability to generate substantial free cash flow.
Citadel Broadcasting Corporation, headquartered in Las Vegas,
Nevada, is a radio broadcaster comprised of 165 FM and 58 AM
stations in more than 50 markets.  The company's 2007 pro-forma
revenues were approximately $945 million.


CHRYSLER FINANCIAL: Denny Hecker Sues Firm for Freezing Credit
--------------------------------------------------------------
Kare11 reports that Denny Hecker filed a lawsuit against Chrysler
Financial on Thursday for freezing his credit.  According to the
report, Mr. Hecker said that Chrysler Financial "suddenly, without
notice, arbitrarily, and in bad faith" froze his credit, and
because of this, he and his companies were unable to purchase new
cars, or to operate his rental car business.

Chrysler Financial has 30 days to respond to the lawsuit, Kare11
reports, citing Timothy Thornton, Esq., the attorney for Mr.
Hecker.

According to David Brauer at Minnpost.com, Mr. Hecker depended
heavily on financing from Chrysler Financial to stock his lots
with rival makers' vehicles.

Citing sources, Kare11 states that Mr. Hecker was in Detroit last
week to negotiate with Chrysler Financial.

                       About Chrysler Financial

DCFS USA LLC, or Chrysler Financial, is headquartered in
Farmington Hills, Michigan.  The company engaged in consumer and
commercial auto finance.

                          About Denny Hecker

Denny Hecker is a car dealer and he owns more than a dozen car
dealerships in Minnesota.

As reported in the Troubled Company Reporter on Oct. 30, 2008,
Moody's Investors Service downgraded the corporate family rating
of DCFS USA LLC -- Chrysler Financial -- to B3 from B2 and
continued a review for further possible downgrade.


CHRYSLER LLC: Bailout & Alliances Needed To Survive Auto Crisis
---------------------------------------------------------------
Greg Keenan at The Globe and Mail reports that a Chrysler LLC's
CEO Bob Nardelli said that the firm needs the government's
financial aid and alliances with competitors to ride out the
crisis in the auto industry.

According to Bloomberg News, Mr. Nardelli said that Chrysler is
cutting costs "to the bone" by shutting down some assembly plants
and laying off 25% of its salaried employee ranks.  Chrysler might
close two more assembly plants, the report says, citing Mr.
Nardelli.

Citing industry sources, The Globe and Mail relates that the
crisis at Chrysler is so severe that its parent, Cerberus Capital
Management LP, will sell the firm off piece by piece or place it
in Chapter 11 bankruptcy protection.

Standard & Poor's Rating Services said on Thursday, "Chrysler does
not report financial results to the public, but we believe its
cash balances are well below the $11-billion reported as of June
30, 2008, given that the company relies almost exclusively on the
North American auto market."

Meanwhile, Bloomberg News reports that Chrysler is sending 33
dealers to Congress this week to lobby for a bailout of carmakers.
Congress is expected to tackle Nov. 18 to 19 the proposed $25
billion bailout for the Big 3 automakers.

                    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.


COLLAR GROUP: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor:  Collar Group, LLP
         201 Waterford Drive
         McKees rocks, PA 15136

Bankruptcy Case No.: 08-27627

Chapter 11 Petition Date: November 13, 2008

Court: U.S. Bankruptcy Court
       WESTERN DISTRICT OF PENNSYLVANIA (Pittsburgh)

Debtor's
Counsel: Robert O Lampl
         960 Penn Avenue, Suite 1200
         Pittsburgh, PA 15222
         412-392-0330
         Fax : 412-392-0335
         Email: rol@lampllaw.com

Total Assets:  $1,200,000

Total Debts:   $1,043,405

The Debtor listed Paul Amoroso as its largest unsecured creditor
with a claim for $800 relating to trade debt.


CONSECO INC: S&P Maintains Counterparty Credit Rating at 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' counterparty
credit rating on Conseco Inc. and its 'BB+' counterparty credit
and financial strength ratings on Conseco's insurance
subsidiaries.

Standard & Poor's also said that the outlook on all these
companies remains negative.

The affirmation follows Conseco's announcement that it has
contributed Senior Health Insurance Co. of Pennsylvania (formerly
known as Conseco Senior Health Insurance Co.) to an oversight
trust, which legally separates Senior Health from Conseco.  (S&P
also affirmed its 'CCC-' counterparty credit and financial
strength ratings on Senior Health.)  Senior Health houses the bulk
of Conseco's run-off block of long-term care business, which had
significant adverse claims experience for several years prior to
2008.

The negative outlook on Conseco and its insurance subsidiaries
reflects the weak financial performance of the insurance
subsidiaries as well as a reduced cushion in its credit agreement
covenants, in particular one requiring financial leverage of less
than 30%.  Although the current rating anticipates financial
leverage remaining below this threshold, the Senior Health
transaction significantly reduces the available cushion.  Further
investment write-downs or deterioration in the operating
performance of its insurance subsidiaries would add pressure and
reduce the margin.

Although earnings have improved in 2008, the negative outlook
continues to reflect the uncertainty regarding the sustainability
of the improved performance, given the weak economic environment.
"The outlook anticipates that Conseco will generate nominal
overall sales growth, increased GAAP operating earnings, and no
growth in statutory capital in 2008," explained Standard & Poor's
credit analyst Jon Reichert.  "If the group can demonstrate a
sustained track record of steadily improving operating earnings,
S&P could revise the outlook to stable.  If GAAP operating
earnings decline or if financial flexibility decreases, S&P will
likely lower the ratings."


CLIPPER COVE: S&P Upgrades Underlying Rating From 'BB' to 'BBB'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating on
Boynton Beach, Florida's multifamily housing mortgage revenue
refunding bonds series 2002, issued on behalf of Clipper Cove
Apartments, to 'BBB' from 'BB', based on a revised calculation of
debt service coverage relating to insurance receipts and expenses
associated with the operations of the property.  The outlook is
stable.

On Nov. 3, 2008, Standard & Poor's downgraded the issue based on
the appearance of declining debt service coverage.  Upon further
review S&P learned that the 2007 results correctly omitted the
insurance receipts from project revenues but did not omit the
related expenses to which the insurance proceeds related.  Both
the receipt of insurance and the extra expenses related to
hurricane damage.  Because such events are nonrecurring S&P remove
both the insurance receipts and the related expenses from S&P's
calculation of debt service coverage.  The correct debt service
coverage after removing both items for the year ended Dec. 31,
2007, was 1.26x.


DANA HOLDING: Mulls 10 Plant Closures and More Job Cuts
-------------------------------------------------------
Dana Holding Corporation disclosed plans of 10 additional plant
closures in 2009 and 2010, and reduction of its workforce by 5,000
versus the previously disclosed 3,000.

Executive chairman John Devine said that the company regrets
having to take such actions, but they are necessary to size the
company to lower industry volumes.  The economic and market
challenges were particularly difficult in the third quarter.
The combination of lower industry volumes and peaking steel prices
hit the company sharply this quarter.

The company also stated that it incurred net loss of $271 million,
including $123 million of non-cash goodwill and other impairment
charges.  This compares with a third-quarter 2007 net loss of $69
million.

At Sept. 30, 2008, cash balances remained strong at $1.0 billion,
with available global liquidity of $1.3 billion.  Despite lower
sales and EBITDA, free cash flow of a negative $151 million for
the third quarter was about the same as that during the same
period in 2007.

Dana's liquidity has been strengthened by a $180 million draw-down
in October under its existing $650 million secured revolving
credit facility.

                         Nine-Month Results

Sales for the nine months ended Sept. 30, 2008, were $6.5 billion,
which compares to $6,564 million for the same period in 2007.
Year to date, the company reported net income of $274 million
compared with a net loss of $294 million for the same period in
2007.  The nine-month 2008 results include a net gain of $754
million recognized in connection with the company's emergence from
bankruptcy and application of fresh start accounting in January.

Year-to-date EBITDA of $290 million compares to $373 million for
the same period in 2007, as the earnings reduction related to
lower North American vehicle production and higher steel costs
more than offset cost reduction actions and pricing improvements.

                    About Dana Holding Corporation

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a shareholders'
deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

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

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2008,
Moody's Investors Service has lowered the ratings of the Dana
Holding Corporation Corporate family rating and probability of
default rating to B2 from B1.  Moody's also lowered the ratings on
the company's senior secured term loan and senior secured asset
based revolving credit facility to B1 and Ba3.  The  ratings were
placed under review for further downgrade.  The  Speculative Grade
Liquidity Rating was also lowered to SGL-3 from  SGL-2.


DANA HOLDING: Tight Liquidity Cues S&P's Rating Downgrades to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Toledo,
Ohio-based Dana Holding Corp., including the corporate credit
rating, to 'B+' from 'BB-', and placed them, along with those of
14 other North American auto suppliers, on CreditWatch with
negative implications.  The CreditWatch placement is a result of
the company's significant exposure to General Motors Corp.
(CCC+/Negative/--), Ford Motor Co. (B-/Watch Neg/--), and Chrysler
LLC (CCC+/Negative/--).  Other auto suppliers were already on
CreditWatch, in part because of their exposure to the three
automakers.

"The downgrade reflects tight liquidity and prospects that Dana's
sales and cash flow for the year ahead will be weaker than S&P
expected, resulting in credit measures that are inconsistent with
the previous rating," said Standard & Poor's credit analyst Nancy
Messer.

Lower automaker production volumes resulting from deteriorating
vehicle demand in North America and Europe, and consumer
preference shifts are impeding Dana's ability to extract projected
financial benefits from its ongoing restructuring initiatives.  In
addition, the company absorbed higher commodity costs than
expected in 2008.  Low production volumes and an unfavorable
product mix more than offset the benefit of improved pricing
negotiated on certain automaker contracts during bankruptcy.
Third-quarter earnings were, therefore, very weak; EBITDA was
$15 million, compared to $126 million in the third quarter of
2007.  Free cash flow in 2008 will be negative, and S&P expects
the prospects for positive cash flow after capital spending in
2009 to be limited.  Dana has announced that it is seeking an
amendment to relax term loan covenants, given the weaker EBITDA
than expected in the second half of 2008 that could put the
company in violation of certain covenants at Dec. 31, 2008.  The
company emerged from bankruptcy in early 2008.

Dana is a significant participant in the global automotive market,
manufacturing under-the-vehicle products such as axles,
driveshafts, and other structural, sealing, and thermal products.
Dana's customers are original equipment manufacturers of vehicles
in the light-vehicle, heavy-duty commercial, and heavy off-road
markets.  The company's OE end markets are split between light
vehicles (about 58% of sales), commercial vehicles (27%), and off-
road vehicles (15%), as well as between North America (60%) and
the rest of the world (40%).  Although the three Michigan-based
OEMs account for about 35% of Dana's sales, its axle and
driveshaft businesses depend materially on continued business from
Ford Motor Co., which has reduced production volumes
significantly for 2008.  Dana has significant exposure to light
trucks and SUVs, sales of which have fallen dramatically,
particularly in 2008, as consumer sentiment has shifted to
passenger cars in response to volatile gasoline prices.

The CreditWatch listings reflect the increasingly beleaguered
state of the Michigan-based automakers and the multiple scenarios-
-almost all of them negative--that could play out over the next
few weeks or months.  S&P expects the result to adversely affect
the business and financial risk profiles of the rated North
American auto suppliers enough in some cases to result in
downgrades.

GM has stated that, in the absence of substantial federal
government support, it may run out of cash to operate its business
beyond the end of 2008.  Chrysler does not report financial
results to the public, but S&P believes its cash balances are well
below the $11 billion reported as of June 30, 2008, given that the
company relies almost exclusively on the North American auto
market.  Ford used $7.7 billion in cash in its global automotive
operations in the third quarter.  Although it has $10.7 billion
available under its revolving credit facility, the company could
face significant liquidity challenges late in 2009, given its
increased cash outflows.

The automakers may receive increased or expedited U.S. government
assistance, although the form, timing, and magnitude of such
assistance are difficult to predict.  Financial restructurings or
bankruptcy filings are also possible, with or without government
aid.  Also, given the very weak credit markets and grim economic
outlook, S&P cannot rule out the possibility, however remote, that
one or more of the automakers might be forced to cease operations.
Even with sufficient financial support to avoid a financial
restructuring, some or all of the U.S. automakers are unlikely to
avoid further sweeping changes to their product lines, market
focus, or possibly their status as independent entities.
Accordingly, S&P is likely to reevaluate the business risk
profiles of many rated suppliers, in addition to S&P's financial
analysis, in connection with determining a supplier's rating.

The suppliers placed on CreditWatch span a wide range of credit
quality and have varying degrees of exposure to the Michigan-based
automakers.  S&P believes certain companies would be able to
withstand the liquidity shock of a sudden bankruptcy filing by one
or more of the manufacturers, but they may not be able to do so
and remain at current rating levels.  S&P has taken numerous
rating actions in the supplier sector this year; however, the
looming potential for changes in the structure and fundamental
composition of the domestic automaker customer base will be more
sharply reflected in the resolution of CreditWatch actions.

Several other rated companies have not been placed on CreditWatch,
including those with a relatively minor percentage of sales to the
Michigan-based automakers, and certain aftermarket parts
producers, truck suppliers, and auto retailers.  Still, S&P
believes many of these companies face business and financial
challenges that, although not directly related to the domestic
automakers' production schedules, reflect the broader challenges
affecting vehicle demand in the U.S. and Europe.  Accordingly,
their respective ratings could be placed on CreditWatch or lowered
as a result of S&P's ongoing surveillance process.

S&P expects to resolve the CreditWatch listings within the next 90
days.  Given the potential for immense structural and near-term
changes to the industry, S&P would likely resolve the CreditWatch
listings as S&P receives more information on potential U.S.
government assistance to the automakers, or lack thereof.  S&P's
reviews will include assessments of any potential effect on the
suppliers' liquidity, including their ability to remain in
compliance with financial covenants, and prospects for the
viability of their businesses more broadly, including future
incremental revenue and profitability declines.  S&P may resolve
the reviews for certain less-affected suppliers more quickly than
for others.


DENNY HECKER: May File for Chapter 11; Sues Chrysler Financial
--------------------------------------------------------------
The Strib's Dee DePass reports that Denny Hecker may file for
Chapter 11 protection.

According to David Brauer at Minnpost.com, Mr. Hecker depended
heavily on financing from Chrysler Financial to stock his lots
with rival makers' vehicles.

Kare11 relates that Mr. Hecker filed a lawsuit against Chrysler
Financial on Thursday for freezing his credit.  According to the
report, Mr. Hecker said that Chrysler Financial "suddenly, without
notice, arbitrarily, and in bad faith" froze his credit, and
because of this, he and his companies were unable to purchase new
cars, or to operate his rental car business.

Chrysler Financial has 30 days to respond to the lawsuit, Kare11
reports, citing Timothy Thornton, Esq., the attorney for Mr.
Hecker.

Citing sources, Kare11 states that Mr. Hecker was in Detroit last
week to negotiate with Chrysler Financial.

A transfer of Mr. Hecker's banking business from Wells Fargo to US
Bank was causing a temporary cash flow problem, resulting in
several bounced checks, according to Kare11.  Mr. Hecker told
Kare11 in October that his businesses weren't in financial
trouble.

                       About Chrysler Financial

DCFS USA LLC, or Chrysler Financial, is headquartered in
Farmington Hills, Michigan.  The company engaged in consumer and
commercial auto finance.

                          About Denny Hecker

Denny Hecker is a car dealer and he owns more than a dozen car
dealerships in Minnesota.


DOLE FOOD: $350MM Bond Refinancing Cues Moody's Negative Outlook
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Dole Food
Company, Inc. to negative from stable, reflecting the concern that
the refinancing of the May 1, 2009, $350 million bond maturity may
not be done on attractive terms given the sluggish high yield
capital markets.  Dole's corporate family rating of B3 and its
senior secured debt ratings Ba3 were affirmed.

Moody's lowered the probability of default rating to Caa1 given
the short time until the bond maturity.  The ratings of the
company's unsecured debt were also lowered.  While Moody' expects
that recovery value in any default would be better than average
for Dole given the richness of its assets, the higher expected
recovery expectation was not sufficient to offset the ratings'
impact of lowering the PDR.

Ratings affirmed, with LGD percentages adjusted:

Dole Food Company, Inc.:

  -- Corporate family rating at B3

  -- Senior secured term loan B at Ba3 (LGD2); LGD% to 16% from
     23%

  -- Senior secured prefunded letter of credit facility, also
     available to Solvest, at Ba3 (LGD2); LGD% to 16% from 23%

Solvest Ltd.

  -- Senior secured term loan C at Ba3 (LGD2); LGD% to 19% from
     23%

Ratings lowered, LGD rates and percentages adjusted:

Dole Food Company, Inc.

  -- Probability of default rating to Caa1 from B3

  -- Senior unsecured notes to Caa2 (LGD4, 65%) from Caa1
     (LGD5,77%)

  -- Senior unsecured shelf, senior subordinated shelf and junior
     subordinated shelf to (P)Caa3 (LGD6,92%) from (P)Caa2
     (LGD6,97%)

The negative rating outlook reflects Moody's concern that Dole may
be challenged to refinance the $350 million bond due on May 1,
2009 on attractive terms, given credit markets that less receptive
than in the past for high yield issuers.  "The company's credit
ratios are not the reason for the negative outlook or the lowering
of the rating on the senior unsecured notes.  Should operating
performance be sustained at current levels, Moody's would likely
change the outlook back to stable and re-examine the probability
of default rating when the bond is refinanced," said Elaine
Francolino, Vice President-Senior Credit Officer.  Improved
profitability and debt reductions from asset sales have resulted
in a decline in leverage, with debt to EBITDA dropping from 9.4
times at the end of fiscal 2006 to 7.3 times for the twelve months
ended June 14, 2008.  Asset sales proceeds, with the exception of
$100 million annually that can be reinvested in the business, must
be applied to repay senior secured debt.

Dole owns attractive assets, such as land in Hawaii, some of which
are carried at old historical values.  The company is monetizing
non-core assets to improve what is still high leverage.  As of
early July 2008, proceeds from asset sales to date were
approximately $135 million.  Dole announced in September
additional asset sales which, when completed, would yield about
$145 million in additional proceeds.  The success in selling
assets has demonstrated their value.  Moody's thus has raised the
expected recovery percentage in a default scenario to an above
average level.

Headquartered in Westlake Village, California, Dole Food Company,
Inc. is the world's largest producer of fresh fruit, fresh
vegetables and value-added fruits and vegetables.  Sales for the
twelve months ended June 14, 2008 were approximately $7.4 billion.


DRIVETIME AUTOMOTIVE: Moody's Junks Senior Unsecured Rating
-----------------------------------------------------------
Moody's Investors Service downgraded the rating of DriveTime
Automotive Group, Inc. and DT Acceptance Corp. (senior unsecured
to Caa1 from B2) and left the rating under review for possible
further downgrade.

The downgrade reflects the deterioration of the company's
operating and financial fundamentals due to the substantial
weakening of the U.S. economy, and ongoing funding pressures
predominantly as the result of the recent sharp intensification of
the credit crunch which began in the summer of 2007.

The deterioration of the economy and ongoing credit crunch are
adversely affecting the core profitability of the company's
shrinking store base, as well as its funding costs and credit loss
experience on its portfolio of loan receivables.  DriveTime's
geographic concentrations in particularly hard-hit areas including
California, Florida, Arizona, and Nevada are exacerbating these
negative trends.

The downgrade also reflects the diminution of asset values
predominantly in the company's receivable base, which, in
combination with the structurally subordinate position of the
rated unsecured notes, creates substantial uncertainty regarding
any potential recovery value for these notes should a default
occur.

The continuation of the review for possible downgrade relates to
the pending finalization of a refinancing of the company's
warehouse facilities and an additional infusion of debt capital
from the company's shareholder and other parties.  Moody's expects
the refinancing to be completed by the end of the year.
If the company does not consummate the pending warehouse
refinancing and additional debt capital infusion, DriveTime's
rating would likely be downgraded further.  If DriveTime does
consummate these transactions, the rating could be confirmed, or
it could be downgraded further should concerns about the operating
profile grow in the face of a very difficult economic environment.
DriveTime Automotive Group and DT Acceptance Corp. reported
combined assets of $1.55 billion as of June 30, 2008.  The firm is
headquartered in Phoenix, Arizona.


FOLEY SQUARE: Moody's Downgrades Rating on Credit Default Swaps
---------------------------------------------------------------
Moody's Investors Service downgraded the rating on these credit
default swap and notes issued by Foley Square CDO 2007-1 Ltd.:

Class Description: $359,000,000 Class A Credit Default Swap

  -- Prior Rating: Aaa
  -- Prior Rating Date: June 29, 2007
  -- Current Rating: Aa1

Class Description: $14,000,000 Class B Floating Rate Senior Notes
Due 2014

  -- Prior Rating: A1
  -- Prior Rating Date: Aug. 13, 2008
  -- Current Rating: Baa2

Class Description: $12,500,000 Class C Floating Rate Deferrable
Senior Subordinate Notes Due 2014

  -- Prior Rating: Baa1
  -- Prior Rating Date: Aug. 13, 2008
  -- Current Rating: Baa3

Class Description: $17,000,000 Class D Floating Rate Deferrable
Senior Subordinate Notes Due 2014

  -- Prior Rating: Baa3
  -- Prior Rating Date: Aug. 13, 2008
  -- Current Rating: Ba2

Class Description: $21,500,000 Class E Floating Rate Deferrable
Subordinate Notes Due 2014

  -- Prior Rating: Ba3
  -- Prior Rating Date: Aug. 13, 2008
  -- Current Rating: B2

Moody's explained that rating actions reflect the negative action
taken by Moody's on the Insurance Financial Strength rating of
Ambac Assurance Corporation, which acts as GIC provider in the
transaction, as well as the deterioration in the credit quality of
the transactions reference portfolio.  Moody's downgraded its
rating on Ambac Assurance Corporation on Nov. 5, 2008 to Baa1.
Foley Square CDO 2007-1 Ltd. is a static synthetic transaction
referencing a pool of corporate bonds. It was originated in May
2007.


EVERGREENE PROPERTIES: Case Summary & 9 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor:  EverGreene Properties of North Carolina, L.L.C.
         502 Hickory Ridge Drive
         Greensboro, NC 27409

Nature of business: The Debtor is in the healthcare business.

Bankruptcy Case No.: 08-11858

Chapter 11 Petition Date: November 13, 2008

Court: U.S. Bankruptcy Court
       Middle District of North Carolina (Greensboro)

Judge: William L. Stocks

Debtor's
Counsel: Gene B. Tarr
         110 S. Stratford Rd., Suite 500
         P. O. Drawer 25008
         Winston-Salem, NC 27114-5008
         (336) 761-1250
         Email: gbt@btcmlaw.com

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

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

A list of the Debtor's 9 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/ncmb08-11858.pdf


FAIRPOINT COMMUNICATIONS: S&P Changes Rating Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Charlotte North Carolina-based FairPoint Communications Inc. to
negative from stable.  All ratings, including the 'BB' corporate
credit rating, were affirmed.  FairPoint is an incumbent local
exchange carrier serving approximately 1.7 million access lines
predominantly located in Maine, Vermont, and New Hampshire.  Debt
outstanding as of Sept. 30, 2008 totaled about $2.4 billion.

"The outlook revision reflects S&P's expectation that FairPoint
will face revenue pressure over the next year given the elevated
level of access line losses and weak high-speed data additions
experienced by the company since the close of its March 2008
merger with Verizon Communications Inc.'s northern New England
wireline assets," said Standard & Poor's credit analyst Susan
Madison.

The rating on FairPoint reflects significant integration risk, a
highly competitive service territory, limited geographic
diversity, with over 88% of the company's access lines located in
three contiguous states, and an elevated cost structure due to
merger and transition related expenses.

Since the completion of its merger with Verizon's northern New
England wireline assets, FairPoint has experienced higher-than-
anticipated access line losses in excess of 11%.  In addition, the
pace of HSD connections, which S&P had expected to substantially
offset the impact of voice line losses, has been slower than
anticipated, growing only 2.3% year over year for the third
quarter of 2008.  This is especially troubling given that
FairPoint's 19.9% penetration rate for HSD services is low
compared to its ILEC (incumbent local exchange carrier) peer
group.  As a result of these weak operating trends, FairPoint's
revenue base is under pressure and is likely to experience a low-
to mid-single-digit decline in 2009.  At the same time, the
company's ability to respond to increased competition for voice
and data services has been hampered by the delayed cutover from
the Verizon transition services agreement, under which FairPoint
has been operating in northern New England since the completion of
the merger.  Originally expected to transition to its own systems
by September 2008, the cutover has been delayed until at least
January 2009.  As a result, FairPoint, which can only offer
Verizon pricing and products to its customers as long as it is
subject to the TSA, has been limited in its ability to respond to
competition in its New England markets.

TSA payments to Verizon, which are higher than the company's
anticipated cost to provide services under its own operating
systems, have also depressed EBITDA, resulting in elevated debt to
latest quarter annualized EBITDA (adjusted for one time merger
related expenses, but not TSA payments) of about 6x.  Standard &
Poor's Ratings Services expects this metric to improve to the
low-4x area by the end of 2009, provided that FairPoint can exit
the TSA in January 2009, and achieve a normalized cost structure
with an EBITDA margin of about 43%.  Given S&P's expectation for
downward revenue pressure, the company will need to be focused on
cost containment in order to maintain EBITDA.  While management
has begun to identify additional cost-saving opportunities, it
will be difficult to implement new initiatives, particularly those
that involve staffing reductions, given the need to minimize
customer service disruptions following the cutover from the
Verizon systems.

With the higher level of capital spending in 2008 related to the
Verizon transaction, as well as the need to fund a $92 million
common dividend, S&P expects FairPoint to be net free cash flow
negative in 2008.  Once capital expenditures return to a more
normal level of about $180 million to $200 million in 2009, S&P
expects the company to generate discretionary cash flow of about
$70 million to $90 million after funding its common dividend and
mandatory debt amortization of $35 million.


FRANKLIN BANK: Files for Chapter 7 Bankruptcy in Delaware
---------------------------------------------------------
Bloomberg News reports that Franklin Bank Corp. file a voluntary
petition under Chapter 7 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware.

Bloomberg noted a disclosure by the bank in its regulatory filing
that Texas Department of Savings and Mortgage Lending closed the
bank's assets and Federal Deposit Insurance Corp. was named
receiver.  Owner and former Salomon Brothers vice chairman, Lewis
Ranieri, agreed to resign from the lender's board together with
other directors, the report notes.

According to Bloomberg, the company listed less than $500,000 in
assets and debts of more than $500 million in its bankruptcy
petition.

Franklin Bank's banking operations or its deposits are not
included in the bankruptcy filing.

Prosperity Bank, a unit of Prosperity Bancshares, Inc. (Nasdaq:
PRSP), announced Nov. 7 that it will assume approximately
$3.7 billion of deposits, including all uninsured deposits, from
the FDIC, acting in its capacity as receiver for Franklin Bank.
The FDIC entered into a purchase and assumption agreement with
Prosperity Bank, which paid a premium to ensure that all deposits
of Franklin Bank, both insured and uninsured, were transferred to
Prosperity Bank.  Prosperity Bank began banking services to
Franklin Bank's former customers on Nov. 8.

Franklin Bank, Bloomberg notes, joined other lenders Washington
Mutual Inc. and IndyMac Bancorp Inc., which have collapsed due to
the real estate market meltdown.  Franklin Bank was hurt by loans
to builders in California, Arizona, Florida and Michigan, where
foreclosures are the highest, Bloomberg says.

Headquartered in Houston, Texas, Franklin Bank Corp. (NASDAQ:FBTX)
-- http://www.bankfranklin.com-- through its subsidiary, Franklin
Bank S.S.B., provides financial services.  The company was formed
in April 2002


FREDDIE MAC: Posts $25.3 Billion Net Loss in Third Quarter 2008
---------------------------------------------------------------
Freddie Mac reported a net loss of $25.3 billion, or $19.44 per
diluted common share, for the quarter ended Sept. 30, 2008,
compared to a net loss of $1.2 billion, or $2.07 per diluted
common share, for the quarter ended Sept. 30, 2007.

As a result of the net loss, at Sept. 30, 2008, Freddie Mac's
stockholders' equity (deficit) totaled $(13.8) billion.  Pursuant
to the company's Senior Preferred Stock Purchase Agreement
(Purchase Agreement) with the U.S. Department of the Treasury
(Treasury), the Director of the Federal Housing Finance Agency
(FHFA) has submitted a request to Treasury under the Purchase
Agreement in the amount of $13.8 billion.

Third-quarter results were driven primarily by a non-cash charge
of $14.3 billion related to the establishment of a partial
valuation allowance against the company's deferred tax assets,
$9.1 billion in security impairments on available-for-sale
securities and $6.0 billion in credit-related expenses arising
from the dramatic deterioration in market conditions during the
third quarter, including declining home prices, increasing
unemployment, a significant decline in consumer spending and a
considerable tightening of both consumer and business credit.

                         Conservatorship

On Sept. 6, 2008, the company was placed under the conservatorship
of FHFA.  On Sept. 7, 2008, Henry M. Paulson, Jr., Secretary of
Treasury, and James B. Lockhart III, Director of FHFA, disclosed
several actions taken by Treasury and FHFA regarding Freddie Mac
and Fannie Mae.  Director Lockhart stated that they took these
actions "to help restore confidence in Fannie Mae and Freddie Mac,
enhance their capacity to fulfill their mission, and mitigate the
systemic risk that has contributed directly to the instability in
the current market."  These actions included:

   -- Placing Freddie Mac and Fannie Mae in conservatorship;

   -- The execution of the Purchase Agreement by FHFA, as
conservator, on Freddie Mac's behalf, and Treasury, pursuant to
which the company issued to Treasury both senior preferred stock
and a warrant to purchase common stock; and

   -- The agreement to establish a temporary secured lending
credit facility that is available to Freddie Mac.

                        Purchase Agreement

On Sept. 7, 2008, Freddie Mac entered into the Purchase Agreement
with Treasury, under which the company may draw funds (up to a
maximum of $100 billion) if FHFA determines that the company's
liabilities exceed its assets on a GAAP basis.

At Sept. 30, 2008, Freddie Mac's stockholders' equity (deficit)
totaled $(13.8) billion.

The Director of FHFA has submitted a request to Treasury under the
Purchase Agreement in the amount of $13.8 billion.  The company
expects to receive such funds by Nov. 29, 2008.

GAAP Results

                                    Three Months Ended
                          September 30,       June 30,   September
30,
($ in millions)               2008(1)           2008
2007(1)

Net interest income           $1,844          $1,529
$761

Management and
guarantee income                 832             757
718

Other non-interest loss      (12,114)           (593)
(601)

Total revenues                (9,438)          1,693
878

Administrative expenses         (308)           (404)
(428)

Credit-related expenses       (6,035)         (2,802)
(1,423)

Other non-interest expense    (1,543)           (339)
(1,219)

Total expenses                (7,886)         (3,545)
(3,070)

Loss before income taxes     (17,324)         (1,852)
(2,192)

Income tax (expense)
benefit                       (7,971)          1,031
954

Net loss                    $(25,295)          $(821)
$(1,238)
Total stockholders'
equity (deficit)            $(13,795)        $12,948
$25,483
(at period end)

(1) The company's results for the third quarter of 2008, as
compared to the third quarter of 2007, benefited from certain
accounting and operational changes, including the adoption of SFAS
No. 157, "Fair Value Measurements," and SFAS No. 159, "The Fair
Value Option for Financial Assets and Financial Liabilities --
Including an amendment of FASB Statement No. 115."

Net interest income for the third quarter of 2008 was $1.8
billion, up $1.1 billion from $761 million in the third quarter of
2007.  This increase was primarily driven by lower funding costs
and purchases of fixed-rate assets at wider spreads relative to
those funding costs.

Management and guarantee income on PCs and Structured Securities
for the third quarter of 2008 was $832 million, up $114 million,
or 16 percent, from $718 million in the third quarter of 2007.
This increase primarily reflects growth in the average balance of
PCs and Structured Securities.

Other non-interest loss for the third quarter of 2008 was
$12.1 billion, compared to $601 million in the third quarter of
2007.  Included in the third quarter of 2008 other non-interest
loss were:

     -- Security impairments on the company's available-for-sale
        securities of $9.1 billion;

     -- Losses of $932 million related to the company's trading
        securities; and

     -- Mark-to-market losses of $1.3 billion and $1.4 billion on
        the company's guarantee asset and derivatives portfolio,
        respectively, both due to the impact of decreasing long-
        term interest rates.

These loss items were partially offset by income on guarantee
obligation of $783 million.

Administrative expenses totaled $308 million for the third quarter
of 2008, compared to $428 million for the third quarter of 2007.
The decrease is primarily due to a reduction in short-term
performance compensation.  As a percentage of the average total
mortgage portfolio, administrative expenses, on an annualized
basis, declined to 5.6 basis points for the third quarter of 2008
from 8.7 basis points for the third quarter of 2007.

Credit-related expenses, consisting of provision for credit losses
and REO operations expense, were $6.0 billion for the third
quarter of 2008, compared to $1.4 billion for the third quarter of
2007.  The provision for credit losses significantly increased due
to continued credit deterioration in the company's single-family
credit guarantee portfolio, primarily due to further increases in
delinquency rates and higher severity of losses on a per-property
basis.

Other non-interest expense for the third quarter of 2008 was
$1.5 billion, compared to $1.2 billion in the third quarter of
2007.  Included in the third quarter of 2008 other non-interest
expense were:

     -- Securities administrator loss on investment activity of
        $1.1 billion related to investments by Freddie Mac in
        short-term, unsecured loans to Lehman Brothers Holdings,
        Inc., in the company's role as securities administrator
        for certain trust-related assets; and

     -- Losses on loans purchased of $252 million.

The establishment of a partial valuation allowance against the
company's deferred tax assets included a non-cash charge of
$14.3 billion, which was the primary driver of the $8.0 billion
third quarter of 2008 income tax expense.

After the valuation allowance, the company had a net deferred tax
asset of $11.9 billion representing the tax effect of unrealized
losses on its available-for-sale securities, which management
believes is more likely than not of being realized because of its
intent and ability to hold these securities until the unrealized
losses are recovered.

Based upon a thorough evaluation of all available evidence as of
Sept. 30, 2008, management determined that it was more likely than
not that a portion of its deferred tax assets would not be
realized due to its inability to generate sufficient taxable
income.  This determination was as a result of the events and
developments that occurred during the third quarter of 2008
related to the conservatorship of the company, other recent events
in the market, and related difficulty in forecasting future profit
levels on a continuing basis.

Loss per common share was $19.44 in the third quarter of 2008
compared to a loss of $2.07 in the third quarter of 2007.  The
per-share figure takes into account the dilutive effect of the
common stock warrant issued to Treasury.  Weighted average common
shares outstanding in the third quarter of 2008 both on a basic
and fully diluted basis were approximately 1,301,430,000 compared
to approximately 647,377,000 in the third quarter of 2007.

                      About Freddie Mac

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

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


FREMONT GENERAL: Can't File 2008 Third Quarterly Report
-------------------------------------------------------
Richard A. Sanchez, interim president and chief executive officer
of Fremont General Corporation, said in a regulatory filing with
the Securities and Exchange Commission that the company is unable
to file its quarterly report on Form 10-Q for the third quarter of
2008.

Mr. Sanchez noted that the company has yet to file its annual
report for the year ended Dec. 31, 2007.  The company is now
reviewing the feasibility of completing its 2007 consolidated
financial and quarterly statements for the quarters ended
March 31, 2008, June 30, 2008, and Sept. 30, 2008, in the context
of the company's bankruptcy filing and the termination of Fremont
Investment Loan's banking activities after the CapitalSource Bank
transaction, he continued.

                     About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.  Fremont General filed for Chapter 11
protection on June 18, 2008, (Bankr. C.D. Calif. Case No. 08-
13421).  Robert W. Jones, Esq., and J. Maxwell Tucker, Esq., at
Patton Boggs LLP, are the proposed counsel for the Debtor.
Theodore Stolman, Esq., and Scott H. Yun, at Stutman Treister &
Glatt, are the proposed co-counsel for the Debtor.  The Debtor
selected Kurtzman Carson Consultants LLC as its claims agent.
Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Jonathan D.
Petrus, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represent
the Official Committee of Unsecured Creditors as counsel.  In its
schedules, Fremont General reported $362,227,537 in total assets
and $326,529,372 in total debts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$643,197,000 and total debts of $320,630,000.


FRONTIER AIRLINES: Posts $30.4MM Net Loss in Last 3 Months
----------------------------------------------------------
Frontier Airlines Holdings, Inc. filed its Quarterly Report with
the Securities Exchange Commission for the quarter ending in
September 2008.  Frontier has already reported this information in
Monthly Operating Reports filed with the court for July, August
and September of 2008, as a requirement under Chapter 11
Bankruptcy protection. These figures are a summation of those
stated in the MORs.

Frontier reported an operating loss of $5.8 million and a
consolidated net loss of $30.4 million for the three-month period
ending September 2008.  Included in the net loss for the quarter
was $16.6 million attributable to reorganizational costs.  The
operating loss and operating margin reported are still among the
best in the industry when compared to other airlines.

During the quarter, Frontier incurred an increased fuel expense of
more than $70 million, or a 72.6% increase in the price of fuel
per gallon, compared to the same quarter last year.  Fuel prices
were still at near record highs during most of the September
quarter.

The quarterly report also included:

   -- Cost per available seat mile excluding fuel at 5.68, the
      lowest in the history of the Company and a 9.8% decrease
      from the same period last year.

   -- Performance stats as measured by the Department of
      Transportation showing Frontier leading major carriers
      every month of the September quarter in key categories like
      completion factor percentage and on-time performance

"Losses are never acceptable, but we can point to progress in our
restructuring efforts," said Frontier President and CEO Sean
Menke.  "Our Company continues to execute to its business plan and
will use that momentum as we plan our emergence from bankruptcy."

                 About Frontier Airlines Inc.

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

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

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


GENERAL MOTORS: Goldman Stops Rating Shares, Says GM Needs $22BB
----------------------------------------------------------------
Ed Welsch at Dow Jones Newswires reports that Goldman Sachs
suspended on Thursday its rating on General Motors Corp. shares.

According to Dow Jones, Goldman Sachs analyst Patrick Archambault
had a "sell" rating on GM shares.  Mr. Archambault, the report
states, said that GM needs an at least $22 billion cash infusion
to regain a positive free cash flow, and about $13.5 billion in
new equity will have to be issued to:

     -- the government in warrants,
     -- the debt holders, and
     -- the United Auto Workers in exchange for concessions.

Dow Jones states that Mr. Archambault came to his $22 billion
estimate for GM by estimating $20.7 billion in cash outflows
through 2012 and $5.1 billion in debt repayments, offset by $3.8
billion in asset sales and interest savings from restructuring.

GM shareholders would face a massive dilution of their stakes
under a government bailout plan, Dow Jones says, citing Goldman
Sachs.  Mr. Archambault expects the level of dilution to be almost
eight times the current level of GM's current market
capitalization of $1.7 billion.

Dow Jones relates that JPMorgan also mentioned on Thursday
dilution concerns, and its analyst, Himanshu Patel, downgraded GM
shares to "neutral" from "buy," citing the uncertainty in the
government's rescue package, and the possibility of a dilutive hit
to shareholders.

GM would have $12.5 billion in cash at year-end, within the $11
billion to $14 billion range it needs to continue its operations,
Dow Jones reports, citing Mr. Archambault.

                    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: UAW Now Backs Bailout; Some Lawmakers Oppose
------------------------------------------------------------
Matthew Dolan at The Wall Street Journal reports that the United
Auto Workers union's president Ron Gettelfinger has urged the
Congress to provide financial aid to prevent General Motors Corp.,
Ford Motor Co., or Chrysler LLC from being bankrupt.

The financial problems of GM, Ford Motor, and Chrysler are due to
gasoline price hike and the Wall Street meltdown this year, and
not by management missteps or high labor costs, WSJ relates,
citing Mr. Gettelfinger.  According to the report, Mr.
Gettelfinger said that dropping consumer confidence to make
purchases was fueled by a credit crunch that limited clients'
ability to buy a new car or truck and forced the companies to
spend more money then they were bringing in.  UAW, says the
report, is urging the Congress to pass a bill providing a "bridge
loan" to help GM, Ford Motor, and Chrysler until the economy and
auto sales pick up.

WSJ states that Mr. Gettelfinger said that bankruptcy is "the
worst possible route that any of these companies could go down,"
because the auto makers wouldn't be able to recover from a
bankruptcy filing and would have to "liquidate everything.  It
would be the beginning of the demise of the industry."  Mr.
Gettelfinger also said that a change in management in the
companies isn't needed, according to the report.

Jeffrey McCracken and John D. Stoll at WSJ relate that GM has
started telling federal officials that a bankruptcy filing would
set off a chain reaction affecting hundreds of suppliers and
dealers and the firm's rivals.

According to WSJ, Mr. Gettelfinger would join Ford Motor, GM, and
Chrysler CEOs at congressional hearings in Washington beginning
Tuesday.

WSJ reports that the union rejected the idea of making concessions
to seal a deal for governmental bailout, and Mr. Gettelfinger
cited significant concessions already made by the UAW in its 2007
contract with the auto makers, including:

     -- the establishment of a separate health-care trust for
        retired auto employees, and

     -- the introduction of a two-tiered system wages that allow
        GM, Ford Motor, and Chrysler to hire new workers at
        significantly lower wages and without fixed pensions.

          Some in Gov't Against Granting Access to TARP

Senate Majority Leader Harry Reid, says WSJ, is expected to
present on Nov. 17, 2008, a bill giving the industry access to the
$700 billion Troubled Asset Relief Program.  The government set up
TARP in October to help ailing banks and other financial firms,
but the George W. Bush administration and many Senate Republicans
oppose giving automakers access to TARP, WSJ states.

President Bush, WSJ reports, urged the Congress on Friday to speed
up the release of $25 billion in already-approved loans to the
auto industry, and asked the Congress to drop requirements that
those loans be used to help the industry retool to meet higher
fuel-economy standards.

According to Greg Hitt and John D. McKinnon at WSJ, House Speaker
Nancy Pelosi disagreed with the president's proposal, saying it
"would unwisely divert money urgently needed for modernization of
the U.S. auto industry."

According to Bloomberg, Senator Richard Shelby, the top Republican
on the Banking Committee, said, U.S. automakers should not get $25
billion in proposed federal loans to save them from possible
bankruptcy.  "Companies fail every day and others take their
place,'' Shelby said on CBS's "Face the Nation" today, according
to the report.  "There's not a bank in this country that would
loan a dollar to these companies."

                    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.


HARRY & DAVID'S: Moody's Slashes Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service lowered the corporate family rating and
probability of default rating of Harry & David's to B3 from B2.
At the same time, Moody's lowered the company's senior unsecured
rating to Caa1 (LGD4, 69%) from B3 (LGD4, 68%).  The outlook is
negative.

The downgrade of Harry & David's CFR to B3 from B2 reflects the
company's weaker than expected operating performance and debt
protection measures as deteriorating consumer spending, cost
inflation, and competitive pressures continue to weigh heavily on
earnings and margins.

Ratings downgraded are:

  -- Corporate family rating to B3 from B2

  -- Probability of default rating to B3 from B2

  -- $70 million senior unsecured floating rate notes maturing in
     2012 to Caa1 (LGD 4, 69%) from B3 (LGD 4, 68%)

  -- $175 million senior unsecured fixed rate notes maturing in
     2013 to Caa1 (LGD 4, 69%) from B3 (LGD 4, 68%)

The rating outlook is negative.

Harry & David's corporate family rating of B3 reflects the
company's high leverage and weak debt protection metrics, highly
discretionary nature of the company's product offering, weak
operating performance of its retail stores, and the high
seasonality of sales and cash flow.  These risks are partially
mitigated by the company's strong brand recognition and revenue
diversity from sales across the U.S. and through several channels.
The negative outlook reflects Moody's expectations that operating
performance and debt protection metrics could deteriorate further
as weak consumer spending and high cost inflation persists over
the intermediate term.

Harry & David, with headquarters in Medford, Oregon, produces and
markets premium gift-quality fruit, gourmet food products and
specialty gifts under the Harry and David brand.  The company,
with sales of approximately $542 million, distributes its products
through print catalogues, over the internet, through retail
stores, and via the wholesale channel.


INTROSUL INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor:  Introsul, Inc.
         103 Industrial Park
         Perry, GA 31069

Bankruptcy Case No.:  08-53328

Chapter 11 Petition Date: November 13, 2008

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's
Counsel: Wesley J. Boyer
         Katz, Flatau, Popson and Boyer, LLP
         355 Cotton Avenue
         Macon, GA 31201
         478-742-6481
         Email: wjboyer_2000@yahoo.com

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

Estimated 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/gamb08-53328.pdf


IRON MOUNTAIN: S&P Changes Outlook to Stable & Holds 'BB-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Boston, Massachussets-based Iron Mountain Inc. to stable from
negative.  S&P affirmed all ratings on the company, including the
'BB-' corporate credit rating.

"The outlook revision is based on the company's progress in
reducing leverage and S&P's expectation that acquisitions over the
near term will remain moderate relative to historical activity,"
noted Standard & Poor's credit analyst Tulip Lim.

The 'BB-' rating reflects high debt leverage, a history of debt-
financed acquisitions, and aggressive financial policies, as well
as the capital intensity of the records storage business.  Iron
Mountain's leading position as the world's largest records
management company and its fairly stable growth from existing and
new customer accounts partially temper these factors.

Iron Mountain's operating performance has been steady.  Organic
revenue growth has averaged a high-single-digit rate for several
years.  For 2008, Iron Mountain projects an organic growth rate of
7% to 9%, which S&P believes the company can achieve based on
year-to-date results and current momentum.  Iron Mountain's
revenues gain stability from low customer attrition, a diverse
client base, and annual and multiyear contracts that provide
recurring monthly storage fees.

For the first nine months ended Sept. 30, 2008, revenue and EBITDA
(before gains and losses on disposal/writedown of property, plant
and equipment) grew 15% and 14%, respectively, on a combination of
organic growth of 8%, acquisition activity, and favorable foreign
exchange.  Over time, S&P believes that the company's rate of
organic growth could moderate, as clients are likely to migrate
more of their storage needs to digital storage.  Although digital
storage needs are likely to grow, the competitive landscape is
very fragmented, with relatively low barriers to entry.  S&P
believes that Iron Mountain will be challenged in replicating its
dominant position in physical storage with digital storage.

The EBITDA margin was 25.5% at Sept. 30, 2008--less than a high of
27.4% at the end of 2005.  Acquisitions have enabled Iron Mountain
to enter new geographic markets and provide new services, but
often at lower margins.  Digital services currently have EBITDA
margins substantially lower than those of existing services.

For the 12 months ended Sept. 30, 2008, lease-adjusted EBITDA
interest coverage and lease-adjusted total debt to EBITDA were
2.5x and 5.5x, respectively.  S&P's lease-adjusted total debt to
EBITDA threshold for Iron Mountain at the 'BB-' level is 5.5x.  In
the past, debt-financed acquisition activity contributed to higher
leverage.  The company has also made many acquisitions of digital
services companies, which tend to have little or no EBITDA.  In
2008, acquisition activity moderated.  Iron Mountain spent
$56 million for the first nine months ended Sept. 30, 2008,
compared with $340 million for the same period last year.  The
company maintains that acquisitions remain a key component of its
strategy and that it would look at attractive opportunities, but
that management's focus will be on its organic growth strategy.
Discretionary cash flow has fluctuated between moderately positive
and moderately negative, depending on the level of capital
expenditures.


JACOBS ENTERTAINMENT: S&P Cuts Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Jacobs Entertainment Inc., to 'B-', from 'B', and placed
the ratings on CreditWatch with negative implications.

The ratings downgrade and CreditWatch listing reflect S&P's
concerns regarding a potential covenant violation under Jacobs'
senior credit agreement in first-quarter 2009.  While S&P
anticipates that a waiver and amendment would likely be approved
as senior lenders are reasonably well secured, S&P expects that
higher pricing would result from the negotiations.  Given the weak
economy and S&P's expectation that Jacobs will experience negative
operating trends through at least the first half of 2009, S&P's
ratings incorporate that EBITDA coverage of interest expense will
decline to the low-1x area in 2009, a level that is consistent
with the new ratings.  The ratings will remain on CreditWatch with
negative implications, until S&P can assess whether senior lenders
will grant an amendment and under what terms.

The increase in revenue primarily reflected a 17% increase in
revenue at the company's Louisiana truck plazas due to higher fuel
prices.  However, margins related to fuel sales are low, and other
operating expense at the truck plazas increased, resulting in an
EBITDA margin decline at the truck plazas of 170 basis points.
EBITDA generation largely relies on the Black Hawk, Colorado
properties (54% in the first nine months of 2008), which
experienced revenue and EBITDA declines of 5.5% and 7.4%,
respectively, in the first nine months of 2008, compared with the
same period in 2007.

"In resolving the CreditWatch listing, Standard & Poor's will
monitor management's progress in attaining an amendment to the
senior credit facility, if one is required as S&P expects in
first-quarter 2009," said Standard & Poor's credit analyst Ariel
Silverberg.  S&P will also assess the terms of any amendment, and
how it affects credit measures and the company's liquidity
position.

"If S&P feel there is a reduced probability of Jacobs receiving an
amendment before the March 2009 covenant test date, S&P could
lower the ratings into the 'CCC' category," she continued.


JP MORGAN: Fitch Downgrades Ratings on Three Classes of Notes
-------------------------------------------------------------
Fitch Ratings has downgraded these classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp., series 2006-FL2 and has
assigned Rating Outlooks:

  -- $24.4 million class J to 'BBB-' from 'BBB'; Outlook Negative;

  -- $22 million class K to 'BB+' from 'BBB-'; Outlook Negative;

  -- $29.3 million class L to 'BB' from 'BBB-' and removed from
     Rating Watch Negative; Outlook Negative.

In addition, Fitch has affirmed and assigned Rating Outlooks to
these classes:

  -- $306.2 million class A-1 at 'AAA'; Outlook Stable;
  -- $298.2 million class A-2 at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable;
  -- $33 million class B at 'AA+'; Outlook Stable;
  -- $28.1 million class C at 'AA'; Outlook Stable;
  -- $19.5 million class D at 'AA-'; Outlook Stable;
  -- $22 million class E at 'A+'; Outlook Stable;
  -- $22 million class F at 'A'; Outlook Stable;
  -- $19.5 million class G at 'A-'; Outlook Stable;
  -- $24.4 million class H at 'BBB+'; Outlook Stable;
  -- $7.4 million class LV-1 at 'BB+'; Outlook Stable;
  -- $2.6 million class LV-2 at 'BB'; Outlook Stable.

Interest-only class X-1 has paid in full.

The downgrades are primarily due to the failure of the Marina
Village loan (13.4%) to stabilize, which has been exhibited by a
decline in Fitch-stressed net cash flow of approximately 46% since
issuance.  The Negative Outlook assignments indicate the likely
direction of any rating changes over the next one to two years.
Negative Outlooks reflect loans that are behind on their
stabilization plans, including cases in which deteriorating
economic conditions may make execution of the original business
plans less feasible.  Class L had previously been placed on Rating
Watch Negative due to the anticipated maturity default of the SOMA
Portfolio loan (1.9%).  The loan repaid in full subsequent to the
October remittance date.

The Marina Village loan originally consisted of 34 low- to mid-
rise office properties located within a master-planned development
in Alameda, California.  Since issuance, two of the 34 properties
have been released, the more recent of which was approximately 97%
occupied.  Year-end 2007 reported occupancy stood at 76%, compared
to the 79.6% of the space leased at issuance.  Recent servicer-
provided rent rolls indicate that occupancy has continued to
decline.  A portion of the $23.5 million B-2 note future funding
facility remains available for leasing costs and capital
expenditures.  However, the Alameda submarket remains challenging,
with an average vacancy rate of approximately 30%.

Fitch expects that leasing conditions for suburban office space in
the submarket will continue to deteriorate, and that meeting the
85% leasing target anticipated at issuance will prove exceedingly
challenging.  Re-evaluation of the net cash flow based on mid-year
rent rolls yields a Fitch-stressed debt service coverage ratio
(DSCR) on the A note trust balance of 0.80 times (x), compared to
1.39x at issuance.  The loan is in its first of three extension
options, with its first extended maturity date on Feb. 9, 2009.
Another Fitch Loan of Concern is the 1111 Marcus Avenue loan
(9.3%).  The collateral is a suburban office property in New Hyde
Park, New York. Occupancy at the property has increased slightly
since issuance, to 84.1% as of Dec. 31, 2007 from 80%.  However,
actual servicer-reported expenses for 2007 were higher than
anticipated at issuance, resulting in a current Fitch stressed
DSCR of 1.06x on the trust balance, compared to 1.40x at issuance.
Fitch will continue to monitor property operating statements to
determine if the higher than expected level of expenses will
recur.  If cash flow does not improve, future rating actions are
possible.

The remaining loans are stabilizing as expected and have
experienced no additional paydown since the last review.  As of
the October 2008 remittance date, the transaction's principal
balance has decreased by 42.8% to $858.7 million, from
$1.5 billion at issuance.  Following the repayment of the SOMA
Portfolio loan, nine of the original 16 loans will remain.  With
the exception of the Marina Village loan, all of the senior
interests of the first mortgage loans in the trust maintain
investment-grade shadow ratings.

The RREEF Silicon Valley Office Portfolio (16.8%) is the largest
loan in the transaction.  It is secured by a portfolio of 119
office and industrial properties located throughout four
submarkets of Silicon Valley, California.  Occupancy across the
portfolio has increased slightly since issuance, to 77% as of
Dec. 31, 2007 from 71.4%.  The loan had a Fitch stressed DSCR of
1.46x on the trust balance A-3 note, compared to 1.30x at
issuance.  The loan matured on Nov. 9, 2008 and exercised the
first of its three one-year extension options.

The second largest loan is secured by 697,151 square feet of in-
line and leased fee space corresponding to the Lehigh Valley Mall
(16.3%), a regional mall located in Whitehall, Pennsylvania, which
at issuance comprised 1,049,504 sf of total space.  In October
2007, a lifestyle center opened at the property, which consists of
approximately 120,000 sf of additional space.  The loan has
experienced stable performance since issuance.  The loan is within
the second of three one-year extension options, and has an
extended maturity date of Aug. 9, 2009.

The Doubletree Metropolitan collateralizes the third largest loan.
Located in Midtown Manhattan, the property is a 755-room full-
service hotel built in 1961 and renovated in 2005.  Performance
has improved since issuance, with year-end 2007 occupancy rising
to 95.3% from 94.4% at issuance, and the Fitch stressed DSCR on
the whole loan increasing to 2.56x from 2.17x at issuance.  The
loan is within its first of three one-year extension options, with
an extended maturity date of May 9, 2009.

All but one of the loans (9.3%) have matured to date.  However,
every loan within the pool has one or more one-year extension
options remaining.

The transaction has a modified pro rata pay structure whereby 80%
of principal is paid to classes A-1 and A-2, and the remaining 20%
is paid to the other classes pro rata.  The transaction switches
to sequential pay in the event of default or when the transaction
has been reduced by 80% from issuance.


JP MORGAN: Fitch Puts Low-B Ratings on 7 Classes of Certificates
----------------------------------------------------------------
Fitch Ratings downgrades and assigns Outlooks to J.P. Morgan Chase
Commercial Mortgage Securities Corp., pass-through certificates,
series 2007-FL1:

  -- $38.4 million class J to 'BBB-' from 'BBB'; Outlook Negative;

  -- $34.5 million class K to 'BB+' from 'BBB-'; Outlook Negative;

  -- $38.4 million class L to 'BB-'from 'BBB-'; Outlook Negative;

  -- $11.9 million class RS-1 to 'BB-'from 'BB+'; Outlook
     Negative;

  -- $12.8 million class RS-2 to 'B+' from 'BB'; Outlook Negative;

  -- $15.6 million class RS-3 to 'B' from 'BB-'; Outlook Negative;

  -- $11.1 million class RS-4 to 'B-'from 'B+'; Outlook Negative;

  -- $15.4 million class RS-5 to 'B-'from 'B'; Outlook Negative;

In addition, Fitch affirms and assigns Rating Outlooks to these
classes:

  -- $873.6 million class A-1 at 'AAA'; Outlook Stable;
  -- $243.1 million class A-2 at 'AAA' Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable;
  -- $53.7 million class B at 'AA+'; Outlook Stable;
  -- $38.4 million class C at 'AA'; Outlook Stable;
  -- $36.4 million class D at 'AA-' Outlook Stable;
  -- $44.1 million class E at 'A+', Outlook Negative;
  -- $30.7 million class F at 'A'; Outlook Negative;
  -- $30.7 million class G at 'A-; Outlook Negative;
  -- $42.2 million class H at 'BBB+'; Outlook Negative;
  -- $13.2 million class RS-6 at 'B-'; Outlook Negative;
  -- $7.6 million class RS-7 at 'B-'; Outlook Negative.

The downgrades reflect the deteriorating performance of the
Resorts International Portfolios well as four loans collateralized
by hotels.  The downgrades to rake classes RS-1 through RS-5 are
due to the performance of the Resorts International Portfolio.
The downgrades to classes J, K and L are due to the performance of
the Resorts International Portfolio as well as the performance of
four other hotel loans.

Classes E through L, and Rake classes RS1-RS7, have been assigned
Negative Outlooks based upon anticipated future decline in sector
performance, the deteriorating economic environment and the
overall exposure to the hotel sector (63% of the senior trust
component).  The Rating Outlooks reflect the likely direction of
rating changes over the next one to two years.

Fitch has identified five loans of concern, including Resorts
International Portfolio, PHOV Portfolio, Marriott Waikiki, Sofitel
Chicago and Sofitel Minneapolis (38.4% of the senior trust
balance).  These loans are in sectors more dependant upon
discretionary consumer spending, and whose performance is below
expectations at issuance or severely lagging their competitive
set.  These five loans no longer maintain their investment-grade
shadow ratings.  The downgrades address the decline in performance
and the expectation that issuance net cash flow will not be
attained.

The second- largest loan is secured by the Marriott Waikiki
(12.9%), a full-service hotel located along Kalakaua Avenue,
across from Waikiki Beach in Honolulu, Hawaii.  The property began
a $28 million renovation in January 2008 that is expected to be
completed by the end of 2008.  The sponsor, Whitehall, has
provided a renovation guaranty.  As of September 2008, the
trailing 12-month occupancy, average daily rate and revenue per
available room were 79.5%, $191 and $152, respectively.  The loan
matures on May 9, 2009, and has three one-year extension options.
The ratings and Outlook reflect the potential for further decline
in performance given the expected stresses to the property sector
and location.

The third -largest loan is secured by the PHOV Portfolio (11.4%),
a portfolio of 11 full-service hotels located Florida, Louisiana,
South Carolina, Illinois and New Jersey.  Four of the hotels were
affected by Hurricanes Katrina and Wilma in 2006-2007, with the
hotels coming back on line in late 2006 and mid-2007.  The
portfolio's June 30, 2008 operating statement reflects a negative
debt-service coverage ratio of 0.46 times.  As of June 2008, the
occupancy, ADR and RevPAR were approximately 61.4%, $115 and $71,
respectively, and have further declined from the last Fitch rating
action.  The ratings and Outlook reflect that expectations at
issuance are not realistic given the expected stresses to the
sector and current economic outlook.

Resorts International, the fourth-largest loan, consists of a
$120.2 million senior trust component and $87.7 million in
subordinate rake classes.  The loan is secured by one casino/hotel
property located in Atlantic City, New Jersey and two casino/hotel
properties located in Tunica, Missouri.  The total debt on the
portfolio, including the trust portion, totals $506.3 million.  In
September 2007, the Resorts East Chicago property was released
from the portfolio, paying down the senior trust component by
approximately 47%.  The loan recently was extended and matures on
Nov. 9, 2009, with two one-year extension options remaining.

As of Jan. 30, 2008, the Resorts International portfolio's
servicer reported annualized NCF declined approximately 36% from
year-end 2007 reported servicer NCF, driven by the negative
performance of the AC Hilton.  The decrease in cash flow is
attributed to multiple factors: increased competition, a smoking
ban introduced throughout the entire Atlantic City gaming market,
and the overall negative performance of the gaming industry due to
general macro-economic conditions throughout the U.S. For the
first six months ended June 30, 2008, the Atlantic City gaming
market recorded a 17.1% decrease in gross operating profit from
the same period in 2007.  In October 2008, the Atlantic City City
Council voted to extend the current smoking ban until October of
2009, continuing to allow smoking on 25% of the gaming square
footage.

The affirmations are due to expected performance and continued
stabilization of the remaining loans since issuance.  As of the
October 2008 remittance report, the transaction has paid down by
approximately 12.3% (including the subordinate rake classes).  All
of the original 22 loans remain in the trust.  In addition to the
Resorts International loan, the PHOV Portfolio (11.3%) has
exercised a partial release, and as a result has paid down by
17.6%.  There are no specially serviced loans, and all loans are
current.  Fitch reviewed the most recent servicer provided
operating statement analysis reports for all of the loans.
Seventeen of the senior pooled notes that remain in the
transaction maintain investment grade shadow ratings.

The transaction consists of loans collateralized by hotel
properties (72.1%), retail (19.6%), office (5.6%) multifamily
(1.6%) and industrial/warehouse (1.1%).

The largest loan is secured by the Walden Galleria (15.4% of the
senior trust components), a mall located in Buffalo, New York.
The property completed the addition of the 300,000 square foot
ThEATery in the fall of 2007, adding national retailers such as
Barnes & Noble, Urban Outfitters and the Cheesecake Factory.  As
of Oct. 1, 2008, the mall was approximately 91% occupied.  The
sponsor is Pyramid.  The loan matures on May 9, 2009 and has three
one-year extension options.


JP MORGAN: Fitch Retains Low-B Ratings on Six Classes of Certs.
---------------------------------------------------------------
Fitch Ratings affirms J.P. Morgan Chase Commercial Mortgage
Securities Corp., Series 2004-C3, commercial mortgage pass-through
certificates:

  -- $14.8 million class A-1 at 'AAA'; Outlook Stable;
  -- $158.9 million class A-1A at 'AAA'; Outlook Stable;
  -- $154.7 million class A-2 at 'AAA'; Outlook Stable;
  -- $235.8 million class A-3 at 'AAA'; Outlook Stable;
  -- $166.1 million class A-4 at 'AAA'; Outlook Stable;
  -- $421.4 million class A-5 at 'AAA'; Outlook Stable;
  -- $87.2 million class A-J at 'AAA'; Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable;
  -- $43.6 million class B at 'AA'; Outlook Stable;
  -- $13.3 million class C at 'AA-'; Outlook Stable;
  -- $13.3 million class D at 'A+'; Outlook Stable;
  -- $15.2 million class E at 'A'; Outlook Stable;
  -- $15.2 million class F at 'A-'; Outlook Stable;
  -- $18.9 million class G at 'BBB+'; Outlook Stable;
  -- $15.2 million class H at 'BBB'; Outlook Stable;
  -- $20.9 million class J at 'BBB-'; Outlook Negative;
  -- $7.6 million class K at 'BB+'; Outlook Negative;
  -- $5.7 million class L at 'BB'; Outlook Negative;
  -- $9.5 million class M at 'BB-'; Outlook Negative;
  -- $3.8 million class N at 'B+'; Outlook Negative;
  -- $5.7 million class P at 'B'; Outlook Negative;
  -- $5.7 million class Q at 'B-'; Outlook Negative.

Fitch does not rate the $21.7 million class NR.

The rating affirmations reflect the transaction's stable
performance and minimal paydown since issuance.  Rating Outlooks
reflect the likely direction of any rating changes over the next
one to two years, and the Negative Outlooks are due to increased
Fitch loans of concern (9.3%).  As of the October 2008
distribution date, the pool has paid down 4.2% to $1.45 billion
from $1.51 billion at issuance.  There are 4.4% non-defeased loans
maturing in 2009 and 4.3% in 2010, and the weighted-average
coupons are 4.92% and 5.24%, respectively.

Three loans (1.8%) are currently in special servicing and losses
are expected.  The largest specially serviced loan (1.5%) is
secured by a multifamily property located in San Antonio, Texas
and is currently 90 days delinquent.  The borrower MBS Co. filed
Chapter 11 bankruptcy in December 2007.  The property suffered
from significant deferred maintenance issues.  A plan of
reorganization has been filed that contemplates the sale of the
property subject to an assumption of the loan.  The special
servicer has worked with the receiver/property manager to address
the deferred maintenance issues which are now completed.  The
property currently is approximately 90% leased.

The second specially serviced loan (0.3%) is secured by a
multifamily property located in Fort Worth, Texas and is currently
real estate owned.  This is also an MBS Co. loan.  The special
servicer obtained title to property in April 2008.  The property
suffered from extensive deferred maintenance.  The special
servicer continues to address the deferred maintenance issues.
The property is currently 35% occupied.

The other specially serviced loan (0.1%) is secured by a retail
property located in Reeds, Alabama and is currently 60 days
delinquent.  The grocery anchor at the center vacated in the
summer of 2008.  The property is currently 21% occupied.  The
borrower continues his efforts to lease or sell the property.


LB 2006-LLF: Fitch Cuts Rating on Class L Certificates to 'B'
-------------------------------------------------------------
Fitch Ratings has downgraded this class of LB 2006-LLF C5,
commercial mortgage pass-through certificates:

  -- $57.0 million class L to 'B' from 'BB-'; Outlook Negative

Fitch also affirms these classes and assigns Outlooks as follows:

  -- $139.6 million class A-1 at 'AAA'; Outlook Stable;
  -- $388.3 million class A-2 at 'AAA'; Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable;
  -- Interest-only class X-FLP at 'AAA'; Outlook Stable;
  -- $58.5 million class B at 'AAA'; Outlook Stable;
  -- $53.6 million class C at 'AAA'; Outlook Stable;
  -- $34.1 million class D at 'AA+'; Outlook Stable;
  -- $45.4 million class E at 'AA'; Outlook Stable;
  -- $26.4 million class F at 'AA-'; Outlook Stable;
  -- $45.0 million class G at 'A'; Outlook Stable;
  -- $40.9 million class H at 'A-'; Outlook Stable;
  -- $3.7 million class J at 'BBB+'; Outlook Negative; and
  -- $32.8 million class K at 'BBB'; Outlook Negative.

Fitch does not rate classes CHA-1, CHA-2, PR1-1, PR1-2, PR2, PR3-
1, PR3-2, PRT-1, PRT-2, PRT-3, PRT-4, PRT-5, and WSD. Classes FLM,
FRT-1, FRT-2, FRT-3, SFL and SMN have paid in full.

The downgrade of class L is due to the recent transfer of the
Sheraton Keauhou Bay Resort & Spa (5.5%) to special servicing.
The loan transferred in September 2008 due to the operator no
longer being able to pay debt service.  The asset is a 521-room
full service hotel located in Kailua-Kona, Hawaii.  The property
features 49,510 sf of meeting space, a full service spa, a large
outdoor swimming pool, a fitness center, and various leased retail
outlets.  In 2001, the property underwent a $70 million
($134,357/key) renovation and was formally re-branded to a
Sheraton in April, 2005.  The property has not stabilized to the
level outlined in the sponsor's business plan at issuance, and is
underperforming the market.  The mid-year 2008 occupancy, average
daily rate (ADR), and RevPAR were 57%, $164, and $94,
respectively, as compared with the market (as of March 2008)
occupancy, ADR, and RevPAR of 70%, $232, and $163, respectively.
The servicer is in the process of selecting the best workout
option for the asset.

The Negative Rating Outlooks assigned to classes J, K, and L are
due to declining performance of the Sheraton Keauhou Bay Resort &
Spa, Praedium Rental Portfolio II (3.2%), Praedium Rental
Portfolio III (2.6%), and Praedium Rental Portfolio I (2.2%)
loans.  The loans, which were projected to stabilize, have not
achieved the level of performance expected at issuance.  As a
result, current cash flow is less than expectations and indicates
that performance may not reach stabilization by maturity.  The
Rating Outlooks reflect the likely direction of any rating changes
over the next one to two years.

The Praedium Rental Portfolio's I, II, and III (8.0%) are
primarily secured by 27 five and six story multi-family properties
built in the early 1900's and located throughout the northern
Manhattan markets of Hamilton Heights, Morningside Heights, and
Harlem.  The current sponsor acquired the properties in August
2005 and budgeted $19.5 million ($14,275/unit) in renovation costs
to improve the portfolio.  Based on mid-year 2008 financials, the
properties have not experienced the increase in rental income
expected at this point in the sponsor's business plan.

The Walt Disney World Swan & Dolphin (32.5%), the largest loan in
the pool, is secured by a 2,267-room resort hotel complex located
within Walt Disney World in Lake Buena Vista, Florida.  As of
year-end 2007, the ADR and revenue per available room are $225.85
and $183.39 compared to $180.06 and $144.33 at issuance,
respectively.  The loan's initial maturity date is Sept. 12, 2009,
with four, one-year extension options available.  The sponsors of
the loan, Metlife and affiliates of Tishman Hotel Corp., began
investing approximately $77.5 million ($34,186/key) of capital
expenditures into the hotels in 2006 and plan to continue the
improvements through 2010.  Fitch will closely monitor the
stabilization of this asset.

The second largest loan in the pool, 1515 Broadway (20.9%), is
secured by a 1.76 million square foot office building located in
the Times Square area of Midtown Manhattan.  The $212.5 million
pari passu A-1 note portion of the $425 million A-note is included
in the trust.  As of mid-year 2008 the Fitch stressed debt service
coverage ratio is 1.49 times (x).  Occupancy as of July 31, 2008
is 92%.


LB/L-SUNCAL OAK: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: LB/L-SunCal Oak Valley LLC
                2392 Morse
                Irvine, CA 92614

Case Number: 08-17404

Debtor-affiliates filing separate Involuntary Chapter 11
petitions:

        Entity                                     Case No.
        ------                                     --------
SunCal Heartland LLC                               08-17407
LB/L-SunCal Northlake LLC                          08-17408
SunCal Marblehead LLC                              08-17409

Involuntary Petition Date: November 12, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Petitioner's Counsel: Robert P. Goe, Esq.
                      kmurphy@goeforlaw.com
                      Goe & Forsythe, LLP
                      660 Newport Center Drive, Suite 320
                      Newport Beach, Ca 92660
                      Tel: (949) 467-3780
                      Fax: (949) 721-0409

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Voss Cook & Thel               legal fees           $1,500


LB/L-SUNCAL OAK: Involuntary Ch. 11 Would Solve Dev't Issues
------------------------------------------------------------
San Clemente Times reports that SunCal Marblehead LLC's
spokesperson Joe Aguirre said that the firm has been placed under
Chapter 11 protection to acquire the funds to resolve issues at
the development.

The Bakersfield Californian states that the SunCal development in
Castaic and three other projects were placed in involuntary
bankruptcy by SunCal Properties on Wednesday, bringing a total
15 SunCal Properties developments into federal bankruptcy court.
SunCal Properties is the property developer for Marblehead Coastal
in San Clemente.

According to San Clemente Times, filing for bankruptcy will let
another lender to fund the completion of SunCal Marblehead's
several outstanding projects at Marblehead Coastal, including:

     -- private streets,
     -- Avenida Vista Hermosa Bridge, and
     -- stormwater runoff control measures and security.

San Clemente Times relates that SunCal Marblehead is seeking up to
$75 million to finance Marblehead Coastal and some of its other
projects.

The bankruptcy filing was classified as involuntary because lender
Lehman Brothers hadn't consented, The Bakersfield Californian
relates, citing Mr. Aguirre.  Lehman Brothers, says the report has
arranged funding for all 15 sites.  According to the report, the
bankruptcy filings affect these projects:

     -- Northlake, which is above Castaic Lake in Los Angeles
County;

     -- Marblehead Coastal, an oceanfront project in the Orange
County
        city of San Clemente;

     -- Heartland in Beaumont, Riverside County; and

     -- Fairway Canyon in Beaumont.

SunCal Marblehead LLC is a partnership of western U.S.-leading
developer SunCal Companies.  LB/L-SunCal Oak Valley LLC, and its
debtor-affiliates, SunCal Heartland LLC, LB/L-SunCal Northlake
LLC, and SunCal Marblehead LLC were placed under involuntary
Chapter 11 protection on Nov. 12, 2008 (Bankr. C. D. Calif. Case
No. 08-17404).


LEHMAN BROTHERS: Amends Purchase Agreement with IMD Parent
----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Lehman Brothers Holdings Inc., and its affiliates said
they entered into a letter agreement with IMD Parent LLC amending
the Amended and Restated Purchase Agreement, dated as of Oct. 3,
2008.

The Amendment provides for certain modifications to the Amended
and Restated Purchase Agreement agreed to in connection with the
bid procedures order that was entered by the United States
Bankruptcy Court for the Southern District of New York on
Oct. 22, 2008 in connection with LBHI's chapter 11 bankruptcy
case.

Key terms of the Amendment are:

   1. Addition of a termination right for the Purchaser if the
      auction for LBHI's investment management business
      authorized by the Bankruptcy Court is not held by
      Dec. 8, 2008.

   2. Reduction of the potential break-up fee if another buyer
      is the successful bidder in the Auction from $70 million
      to $52.5 million.

   3. Reduction in the amount of certain bidding increments
      relating to the submission of bids in the Auction.

A full-text copy of the Amendment is available at:

               http://researcharchives.com/t/s?34d6

On Sept. 29, 2008, the Debtors and certain of its non-debtor
subsidiaries entered into an agreement for the sale of their
investment banking and investment management business, including
Neuberger Berman, to IMD Parent LLC, which is jointly controlled
by private investment funds sponsored by Bain Capital Partners
LLC and Hellman & Friedman.  Bain and Hellman have each agreed to
provide 50% of the funding required to close the transaction and
on Oct. 3, 2008, entered into a sale agreement with the Sellers.

The Auction for Neuberger Berman will be held on Dec. 3, 2008, at
the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
York, New York 10153 at 10:00 a.m. (New York time).  The Court
will hold a hearing on Dec. 22, 2008 at 10:00 a.m. (New York time)
in the United States Bankruptcy Court for the Southern District of
New York, One Bowling Green, New York, New York 10004, at which
time the Court shall consider the approval of the sale as set
forth in the Motion, approve the Successful Bidder(s), and confirm
the results of the Auction, if any.  Objections to the sale, if
any, are due no later than 4:00 p.m. (New York time) on Dec. 17,
2008.

                    About Lehman Brothers

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

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

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

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

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

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

               International Operations Collapse

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

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


LEHMAN BROTHERS: Court OKs $25.4MM Aircraft Sale to Pegasus
-----------------------------------------------------------
Lehman Brothers Holdings Inc. sought approval from the U.S.
Bankruptcy Court for the Southern District of New York to sell an
aircraft for $25.4 million to Pegasus AV.

The Debtors' proposal identified the Aircraft's purchase price as
$25,400,000, with a deposit of $250,000.  The Debtors also noted
of Pegasus' ability to secure an irrevocable commitment from The
Northern Trust Company to finance the purchase, as a condition
precedent to the closing of the Sale.

Subsequent to the filing of the Motion, the Debtors learned that
Pegasus' ability to secure the necessary financing was
significantly more expensive than anticipated at the time the
Sale Agreement was executed.  In light of today's financial
markets, the parties agreed to, inter alia, a reduction in the
Purchase Price as set forth in Amendment No. 1 to Aircraft Sale
and Purchase Agreement, dated as of Oct, 27, 2008, in order to
offset the increased financing cost.

Accordingly, the parties now agree, among other things, that the
Purchase Price will be reduced to $24,892,000 in order to help
offset the increased financing cost.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Debtors engaged in an extensive bidding
process and are confident they received the best offer for the
Aircraft, despite the minor reduction in the Purchase Price.

                         *     *     *

Lehman Brothers Holdings obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to the
Aircraft to Pegasus AV.

The aircraft, a Gulfstream Aerospace G-IV, is held by CES
Aviation, one of the subsidiaries of Lehman Brothers Holdings
that also filed for bankruptcy.

As part of the sale, Lehman Brothers Holdings was authorized to
pay more than $111,000 for costs incurred for holding aircrew
training and other flight support activities, and pay $158,500 to
its broker, Bloomer de Vere Group Avia.  The bankrupt company was
instructed to segregate the broker's fee from the $25.4 million,
and pay Bloomer only after the Court approves the firm's
retention.

A copy of the agreement governing the sale of the aircraft is
available without charge at http://ResearchArchives.com/t/s?34e2

                    About Lehman Brothers

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

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

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

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

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

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

               International Operations Collapse

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

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


LEHMAN BROTHERS: Fitch Holds Neg. Watch on Class M 'BB+' Rating
---------------------------------------------------------------
Fitch maintains Rating Watch Negative on this class of Lehman
Brothers Inc.'s commercial mortgage pass-through certificates,
series 2006-CCL-C2:

  -- $20.7 million class M at 'BB+'.

In addition, Fitch affirms this class:

  -- Interest-only class X at 'AAA'; Outlook Stable;

Classes A-1, A-2, X-FLP, B, C, D, E, F, G, H, J, K, L, ASH-1 and
ASH-2 have paid in full.

Fitch does not rate these classes: BRD, GRS, ZPH, PPL, MTH, PRM,
PKT-1, PKT-2, PKT-3, CGR, RGB-1, RGB-2, or RGB-3.

The rating affirmations are due to the pending sale of Crossing at
Otay Ranch and the continued paydown of the Charlottesville
Portfolio.

As of the October 2008 remittance date, the transaction's
principal balance had decreased by 97.7% to $20.7 million from
$932.9 million at issuance.  Fourteen of the original 16 loans
have paid in full.  The two remaining loans are secured by
multifamily rental properties that were converted to condominiums.
One loan (16.8%) is specially serviced.

The specially serviced asset, Charlottesville Portfolio, was
transferred in February 2008 due to the depletion of the interest
reserve as well as the continued lack of sales at some of the
condominiums.  The loan is secured by two former multifamily
properties located in Charlottesville, Virginia - Walker Square
and Riverbend - that were converted to condominiums.  The loan has
paid down by 88.4% since issuance.  The loan matured Sept. 16,
2008 with no additional extension options.  The special servicer
is in the process of taking back the project, which was to be
completed by Sept. 12, 2008; however, it is delayed due to the
Lehman Brother's bankruptcy filing.  The special servicer is
awaiting permission to resume the take-back process.

The second loan (83.2%) is secured by a former multifamily
property located in Chula Vista, California.  The original
borrower handed back the keys to the mezzanine lender, Lehman, due
to slow sales and its inability to cover the monthly interest
payments.  Lehman has been paying the monthly interest since the
summer of 2006.  The loan matured Oct. 9, 2008 with no additional
extension options.  The property is under contract to sell the
project in bulk to a local apartment investor.  The closing was
anticipated to be in September 2008; however, due to Lehman's
bankruptcy filing, the date was moved to Nov. 30, 2008.


LEHMAN BROTHERS: Trustee has Until December 18 to Decide on Leases
------------------------------------------------------------------
James Giddens, trustee for the liquidation of Lehman Brothers
Inc.'s business, sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to give
him until Dec. 18, to assume or reject executory contracts and
unexpired leases on behalf of the company.

Mr. Giddens said in a court filing that this would give him
enough time to determine whether the assumption and assignment of
the contracts and unexpired leases would be beneficial to the
estate or not.

"Counterparties will not be prejudiced by this short extension as
their rights to seek an order to shorten the trustee's time to
assume or reject any particular executory contract or unexpired
lease will be preserved," he said.

The assumption or rejection of the contracts and unexpired leases
is part of the agreement between Lehman Brothers Holdings and
Barclays Capital for the sale of LBI.  The contracts and leases
do not include real property leases, which are still being
investigated and evaluated by the trustee.

                    About Lehman Brothers

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

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

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

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

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

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

               International Operations Collapse

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

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


LEHMAN BROTHERS: Trustee Inks Deal with Harbinger Capital
---------------------------------------------------------
James W. Giddens, trustee appointed to administer Lehman Brothers
Inc.'s estate, inked a deal with Harbinger Capital Partners
Special Situations Fund, L.P., regarding the return of an
$11,560,000 transfer made in error on September 19.

After a proceeding was commenced for LBI under the Securities
Investor Protection Act of 1970, on Sept. 19, 2008, a wire
transfer of $11,560,000 was made from Credit Suisse Collateral
Management Americas, on behalf of Harbinger Capital Partners
Special Situations Fund, L.P., into LBI Account #30635285.

On Sept. 26, 2008, Harbinger notified the Trustee and
represented that the Transfer had been made in error due to
Credit Suisse's failure to properly follow updated wiring
instructions, and was intended to be transferred to another
account.

The Trustee conducted an investigation and, in consultation with
Deloitte & Touche LLP, determined that the Transfer had in fact
been misdirected and that LBI should return the Transfer.

In a stipulation presented in LBI's SIPA case before the U.S.
Bankruptcy Court for the Southern District of New York, the
parties agree that

   1. The Trustee will return the Transfer in accordance with
      wire instructions provided by Harbinger within three
      business days of the Court's approval of their
      stipulation;

   2. Upon the Trustee's wiring the Transfer in accordance with
      instructions received from Harbinger, Harbinger will waive
      all claims in connection with the Transfer; and

   3. The Trustee and Harbinger expressly reserve all of their
      rights and defenses with respect to any other claims each
      might have against the other.

                    About Lehman Brothers

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

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

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

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

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

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

               International Operations Collapse

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

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


LEHMAN BROTHERS: Wants to File Statements Until January 13
---------------------------------------------------------
Lehman Brothers Holdings, Inc., asked the U.S. Bankruptcy Court
for the Southern District of New York for permission to
file until Jan. 13, 2009, its statement of financial affairs and
schedules.

Shai Waisman, Esq., at Weil Gotshal & Manges, in New York, said
the bankrupt company may not be able to complete the financial
documents until Nov. 14, the deadline the Court previously
approved for filing the documents.

Mr. Waisman explained that Lehman Brothers has been busy in the
first few weeks implementing the assets sales and doing other
tasks to preserve the value of its assets.

He further said that the process of gathering and consolidating
the information needed to prepare the documents has also become
more difficult since the company no longer manages its assets
under a single unified network after its units were sold or
placed under administration.

                    About Lehman Brothers

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

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

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

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

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

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

               International Operations Collapse

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

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


LIN TV: S&P Puts 'B+' Corp. Rating on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Providence, Rhode Island-based LIN TV Corp., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications.  LIN TV is a TV broadcaster that operates 29
stations servicing 9% of U.S. TV households.  The company had
total debt of approximately $761 million as of Sept. 30, 2008.

The CreditWatch placement comes in response to the company's
disclosure that, because of current economic pressures, it does
not anticipate receiving cash distributions from its joint venture
with General Electric Co. unit NBC Universal in the fourth quarter
of 2008.  The company also stated that it could take a write-down
on the value of its 20.38% investment in the joint venture.

"We are concerned about the possibility that the company, as the
guarantor of the joint venture's debt, could face the prospect of
covering any cash flow shortfalls at the joint venture to meet
debt-servicing payments over the coming quarters," said Standard &
Poor's credit analyst Deborah Kinzer.

Meeting a possible interest shortfall would avoid a potential
downside scenario of servicing the guarantee of the entire
$815 million of joint-venture debt.  Extreme downside consequences
could include an acceleration of the company's credit facility.

In resolving S&P's CreditWatch listing, S&P will assess the
performance and outlook of LIN TV and its joint venture, the
probability that the company will need to cover any shortfalls in
interest payments on behalf of the joint venture, and the
company's ability to maintain a comfortable cushion of compliance
with its bank covenants.


MARVEL FINANCE: Moody's Junks Rating on $5 Million Class II Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Marvel Finance 2007-2 LLC (Class II Interest Only
Notes):

Class Description: $5,000,000 Class II Secured Interest Only Notes
due 2017

  -- Prior Rating: Ba2
  -- Prior Rating Date: Sept. 27, 2007
  -- Current Rating: Ca

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on Sept. 15, 2008, Fannie Mae and
Freddie Mac, which were placed into the conservatorship of the
U.S. government on Sept. 8, 2008.


MARVEL FINANCE: Moody's Junks Rating on $20 Million Class I Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Marvel Finance 2007-2 LLC (Class I Interest Only Notes):

Class Description: $20,000,000 Class I Secured Interest Only Notes
due 2017

  -- Prior Rating: Baa2
  -- Prior Rating Date: Sept. 27, 2007
  -- Current Rating: Caa1

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on Sept. 15, 2008, Fannie Mae and
Freddie Mac, which were placed into the conservatorship of the
U.S. government on Sept. 8, 2008.



MECACHROME INT'L: Management Changes Prompts Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded Mecachrome International
Inc.'s corporate family rating and probability of default rating
to Caa3 from Caa1.  At the same time, Moody's downgraded
Mecachrome's senior secured rating to B2 from B1 and senior
subordinate rating to Ca from Caa2, affirmed the company's SGL-4
liquidity rating, indicating weak liquidity, and maintained the
negative rating outlook.

The downgrade follows the company's recent announcement that it
has effected further management changes to deal with its
significant challenges related to key aerospace program delays, a
challenging economic backdrop and a sharp deterioration in the
auto sector, all of which have caused results to weaken.

Furthermore, the company announced it would delay the release of
its Q3/08 financial statements in order to complete the
preparation and review of the results.  Moody's believes the
company's actions are likely evidence that the challenging
operating environment has caused its already weak liquidity
position to deteriorate further since its ratings were last
downgraded to Caa1 from B2 on Aug. 15, 2008.  Lead analyst Darren
Kirk stated "the potential for Mecachrome to maintain compliance
with its bank covenants has reduced and ongoing tight credit
conditions will constrain the company's ability to receive
covenant relief and/or gain access to additional external capital
needed to funded expected cash consumption".  As a result, Moody's
views the probability of default as having elevated in recent
weeks, contributing to the ratings downgrade.

The negative outlook reflects the potential for further downward
rating pressure.  Kirk added, "additional negative rating action
would occur should it be clear that the company would be unable to
maintain access to sufficient capital to fund its cash
requirements through the next few quarters."

Downgrades:

Issuer: Mecachrome International Inc.

  -- Probability of Default Rating, Downgraded to Caa3 from Caa1

  -- Corporate Family Rating, Downgraded to Caa3 from Caa1

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to Ca
     from Caa2

  -- Senior Secured Bank Credit Facility, Downgraded to B2 from B1

Mecachrome International Inc., headquartered in Montreal Canada,
is a leading designer, manufacturer and assembler of precision-
engineered industrial components and systems, including aircraft
engine components and structural components, and motor racing
engines.


MORGAN STANLEY: Fitch Downgrades Ratings on Two Classes of Notes
----------------------------------------------------------------
Fitch Ratings downgrades these classes of Morgan Stanley Capital I
Inc., series 2006-XLF:

  -- $27.8 million class M to 'B-/DR1' from 'BB+';
  -- $9.2 million class N-RQK to 'B' from 'BB-'; Outlook Negative.

In addition, Fitch affirms and assigns Rating Outlooks to these
classes:

  -- $47.6 million class E at 'AAA'; Outlook Stable;
  -- $23.7 million class F at 'AAA'; Outlook Stable;
  -- $23.7 million class G at 'AAA'; Outlook Stable;
  -- $23.7 million class H at 'AA+'; Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable;
  -- $23.3 million class J at 'A'; Outlook Stable;
  -- $6.8 million class K at 'BBB+'; Outlook Stable;
  -- $18.5 million class L at 'BBB'; Outlook Negative;
  -- $2 million class N-SDF at 'A'; Outlook Stable;
  -- $10.9 million class N-LAF at 'A-'; Outlook Stable;
  -- $7.9 million class O-LAF at 'BBB-'; Outlook Stable.

Classes A-1, A-2, B, C, D and the non-rated N - W40 have paid in
full.

The downgrades and assignment of the Distressed Recovery ratings
reflect the declining performance of the Holiday Inn - Columbus
(10.9%), the ResortQuest Kauai (19.2%) and Laurel Mall (7.3%)
loans since the last rating action.  The three loans loan are no
longer considered investment grade.  The Rating Outlooks reflect
the likely direction of any rating changes over the next one to
two years.  The Negative Rating Outlooks on the two classes
represent the possible further deterioration of the loans of
concern.

The Holiday Inn - Columbus loan is secured by a 337-key hotel and
indoor water resort located in Columbus, Ohio.  The loan
transferred to special servicing due to default of the franchise
agreement, and has accrued interest shortfalls to class M.  As of
May 31, 2008, occupancy was 32.5%.

The ResortQuest Kauai loan is secured by a 311-key hotel and
resort located in Kapa'a, Hawaii.  The hotel has exhibited
declining performance since issuance due to the decline in the
Hawaiian tourist industry, continued competition from competitors
and increased food expenses.  Occupancy at June 30, 2008 was 59.5%
compared to 66.1% at year end 2007 and 79.0% at issuance.  In
addition, the outdoor Luau (which brought in $2 million per year)
burned down. The luau is now being held in a tent, and a permanent
replacement structure is under construction.

The Laurel Mall loan is secured by a 501,432 square foot regional
shopping center located in Laurel, Maryland.  The mall is
undergoing extensive renovations and will continue through 2009.
The redevelopment includes new retail and entertainment options as
well as residential rental units above the retail space.
Occupancy is down 27% since YE 2007 to 60.2% from 87.2% as a
result of the ongoing renovations.  The loan is in its only
extension option, which lasts for one year and matures Feb. 9,
2009.

As of the October 2008 remittance date, the transaction's
principal balance had decreased by 85.4% to $224.9 million from
$1.6 billion at issuance.  Eight of the original 14 loans have
paid in full.

The largest loan in the transaction is the $60.2 million (26.8%)
loan on the Lafayette Estates multifamily housing complex in the
Bronx, New York City.  The collateral consists of 1,872 rental
apartments that are undergoing conversion to individually-owned
co-operative units.  The interest-only loan's initial maturity
date was Jan. 9, 2008.  Its current maturity date is July 9, 2008.
The loan is within the second of six 6-month extension options.
The second-largest loan is the $50.5 million (22.5%) loan secured
by Market Post Tower, a 309,579 sf office / telecom building
located in San Jose, California. As of March 31, 2008, occupancy
was 94.4%, compared to 95.1% at issuance.  The Fitch-stressed debt
service coverage ratio on the trust balance was 1.77 times as of
YE 2007, compared to 1.41x at issuance.  The loan's initial
maturity date was Nov. 9, 2007.  The loan is in the second year of
its extension options and has one remaining one-year extension
option.


MXENERGY HOLDINGS: Waiver From Lenders Cues S&P to Junk Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered natural gas
retail marketer MXEnergy Holdings Inc.'s corporate credit rating
to 'CCC+' and its senior unsecured rating to 'CCC-'.  S&P also
placed the ratings on CreditWatch with negative implications.  At
the same time, S&P maintained S&P's '6' recovery rating on
MXEnergy's notes, indicating that lenders can expect negligible
(0%-10%) recovery in the event of a payment default.

The actions follow the company's Nov. 12 announcement that it
received a waiver from the lenders under its credit facility to
allow for an increase in the amount of letters of credit it can
issue.  As of June 30, 2008, MXEnergy had $163 million of debt
outstanding.

The lower rating is due to S&P's expectation that the company's
liquidity position will deteriorate due to a decline in its
borrowing base, and thus credit facility availability.  This
contributes to S&P's view that the company's viability may be
endangered throughout the winter heating season if the
borrowing base further declines and additional waivers, if
necessary, are not granted.  S&P believes the decline in the
borrowing base is due to a reduction in the value of the company's
inventory, which is valued at the lower of cost or market and is
being affected by recent declines in natural gas prices.  In
connection and as a condition of the waiver, the company received
$10 million of additional debt financing from significant
stockholders of the company.

The 'CCC+' corporate credit rating on MXEnergy reflects its
vulnerable business risk profile and highly leveraged financial
profile.  Credit risks include management's acquisitive nature, a
highly leveraged capital structure, the lack of significant
barriers to entry or any major competitive advantages in the
retail marketing segment.  Furthermore, relatively flat
participation in retail choice programs across the country and
newly implemented internal controls and procedures continue to
weaken the company's business position.  MXEnergy has an advantage
in that it is one of the largest players in retail gas marketing
with consistent customer growth and an experienced management
team with a sizable ownership stake.  At the same time, improved
risk-management systems and policies, minimal counterparty credit
risk along with the absence of a need to post collateral against
mark-to-market fluctuations in hedging activities, and its focus
on more stable residential and small commercial customers help
temper the company's credit risks.

Stamford, Connecticut-based MXEnergy is an independent provider of
retail natural gas and electric power to residential and
commercial customers in deregulated markets in the U.S. and
Canada.  MXEnergy is one of the largest retail gas marketers in
the country, serving about 700,000 residential customer
equivalents (one RCE equals 100 million Btu per year of natural
gas consumption or 10 megawatt hours of electricity consumption)
in 28 local distribution company territories across 11 states and
Ontario.

S&P will resolve the CreditWatch listing as the company's
liquidity position unfolds throughout the winter heating season.

"We could lower the rating if liquidity materially weakens, with
the specific driver being the size of the company's credit
facility availability and borrowing base and whether additional
waivers under the credit facility are required," said Standard &
Poor's credit analyst William Ferara.

S&P could change the outlook to stable or raise the rating if
liquidity improves, with potential positive factors being an
increase in borrowing availability or an equity injection.


NORTHLAKE FOODS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Northlake Foods filed with the U.S. Bankruptcy Court for the
Middle District of Florida, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property
  B. Personal Property             $8,449,885
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $6,749,855
     Secured Claims
  E. Creditors Holding                               $13,754
     Unsecured Priority
     Claims
  F. Creditors Holding                            $2,607,220
     Unsecured Non-priority
     Claims
                                  -----------    -----------
     TOTAL                         $8,449,885     $9,370,829

Tampa, Florida-based Northlake Foods, Inc., operates a restaurant
chain.  The company filed for Chapter 11 relief on Sept. 15, 2008
(Bankr. M. D. Fla. Case No. 08-14131).  Lori V. Vaughan, Esq.,
Roberta A. Colton, Esq., and Stephanie C. Lieb, Esq., at Trenam,
Kemker, Scharf, Barkin, Frye, O'Neill & Millis, P.A., represent
the Debtor as counsel.


NPC INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit and other ratings on Pittsburg, Kansas-based NPC
International Inc.  The outlook is stable.

"The ratings on NPC reflect its competition in the highly
competitive quick-service pizza industry, the weak consumer
spending trends and cost pressures facing the industry, and its
highly leveraged capital structure that limits cash flow
protection," noted Standard & Poor's credit analyst Charles
Pinson-Rose.

The affirmation comes after the company announced two separate
transactions with Pizza Hut Inc., whereby NPC will acquire a net
121 restaurants for a net $33.3 million dollars.  The company also
closed on a transaction to purchase 99 Pizza Hut restaurants from
another franchisee on Sept. 30, 2008, which was financed in part
with additional borrowings from the company's revolving credit
facility.

Subsequently, NPC utilized an accordion feature of its existing
term loan, borrowing an additional $40 million, which it used to
pay down borrowings from its revolving credit facility and also
increased cash reserves.  The company will use excess cash and
additional borrowing from its revolver to finance the transactions
with Pizza Hut.  Though the company primarily used debt to finance
these transactions, S&P estimates that pro forma credit metrics
are not materially changed as a result of the transactions and
also feel that the company still has adequate liquidity.

NPC has had strong comparable store sales in the past couple of
quarters, which were up 4.8% in the third quarter (ended Sept. 23,
2008) and up 7.1% in the second quarter and were a result of Pizza
Huts' various promotional activities and product role outs.  While
those increases are above historical averages, NPC does have a
strong history of comparable store sale increases, which have been
positive in 39 of the last 41 quarters, which reflects that many
of the company's restaurants are located in rural areas with
limited competition.  In the near future, however, S&P expects
weak consumer spending to constrain similar growth of comparable
store sales.  Nevertheless, profitability has declined modestly
year to date, largely as a result of increased food cost.  While
the cost pressures may moderate somewhat since commodity prices
are down, they are still generally above historical levels and may
trend upwards in the near to intermediate term.

Because S&P does not expect meaningful relief from cost pressures,
and because of very weak consumer spending, S&P does not expect
material improvements in credit metrics in 2009.  Conversely, the
operating income from the new stores and the company's cash flow
generation should allow for credit ratios to be roughly maintained
at current levels in the next year.

The outlook is stable and reflects S&P's belief that NPC can
maintain credit ratios and liquidity appropriate for the ratings
category.  S&P would consider revising the outlook to negative if
leverage (on a pro forma basis) was in the mid-6.0x area.  If the
company can improve credit metrics with improved profitability or
debt reduction, S&P may consider revising the outlook to positive
if leverage decreased to the mid to low-5.0x area.


PARMALAT SPA: Net Rises to EUR614MM on Settlements; Cuts Targets
----------------------------------------------------------------
Parmalat S.p.A. said its net profit for the nine months ended
Sept. 30, 2008 rose to EUR614.2 million, a EUR414.8 million
increase on the amount earned in the first nine months of 2007.
This improvement was made possible primarily by the settlements,
mentioned in the comments on the consolidated results, which, net
of applicable taxes, contributed EUR639 million.  The additional
benefit generated by increases in net financial income (EUR48.0
million) and dividend income from equity investments (EUR35.1
million) was offset by writedowns of goodwill and equity
investments.

PARMALAT said its net revenues totaled EUR677.5 in the first nine
months of 2008, a 4.9% increase of the EUR646.1 million reported
at September 30, 2007.

EBITDA was EUR40.1 million, a decrease of EUR12.4 million from the
EUR52.5 million earned in the first nine months of 2007. This
negative performance is mainly the result of the higher prices
paid for raw milk, which could be transferred only in part to list
prices; higher selling expenses; and an increase in labor costs
caused primarily by new laws enacted in 2007 that produced a
change in the
actuarial valuation of the provisions for severance indemnities.

EBIT totaled EUR551.1 million, EUR364.5 million more than the
EUR186.6 million reported at September 30, 2007.  Settlements
reached with some banks mainly account for this improvement.

                          Parmalat Group

On a consolidated basis, Parmalat Group -- which covers operations
in Italy, Canada, Australia, Africa, Europe, and Central and South
America -- said its net revenues totaled EUR2,876.1 million in the
first nine months of 2008, a gain of EUR78.7 million (+2.8%)
compared with EUR2,797.4 million in the same period last year.
Restated to eliminate the impact of the appreciation of the euro
versus other major currencies (EUR131.5 million), revenues showed
a gain of 7.5%.  This positive performance is the combined result
of increases in list prices, which were implemented to offset a
sharp rise in the cost of raw materials, and of a further
improvement in the sales mix, made possible by programs that
focused the Group's efforts and investments on products with a
high value added.

EBITDA, negatively impacted by strong external turbulence issues,
was EUR219.9 million, EUR34.2 million less (-13.5%) than the
EUR254.1 million earned in the first nine months of 2007.
Restated to eliminate the impact of the appreciation of the euro
versus other major currencies (EUR8.7 million), EBITDA was
EUR228.6 million, a decrease of EUR25.5 million (-10.0%).  The
Group however reacted by resisting against the volatility and rise
in raw milk price and the decreasing of the volumes, through a
policy of sales price and change in mix product.

                         Business Outlook

Parmalat Group said conditions in the global economy have had a
negative impact on its 2008 performance projections.

The adverse effects of this unfavorable business climate were
particularly severe in the case of the Australian and South
African operations, which reported worse results than in 2007,
while for the rest of the Group, the results at September 30, 2008
were in line with those achieved in 2007, with some areas
performing particularly well.

While the Australian subsidiary enjoyed a significant turnaround
in the third quarter of 2008, bringing reported EBITDA (EUR10
million) back to the previous year's level, the South African SBU
continues to face severe difficulties and is in the process of
developing a plan to restructure its operations and restore its
profitability, which will be implemented in the closing two months
of 2008 and in 2009.

As a rule, the final quarter of the year has a major positive
impact on the Group's full-year results.  However, as the world's
central banks have indicated, there is significant and justified
concern about the spending power of households and, consequently,
about the amount of income that will be available for spending
during the Christmas season.  During the past 30 days, the
International Monetary Fund further scaled back its macroeconomic
projections, both for the euro zone and the dollar zone, raising
the possibility of the start of a global recession.  Based on
these considerations and in the absence of extraordinary events,
Parmalat said it would seem prudent to revise the guidance to
revenue growth of 7.5% compared with 2007 including the impact of
currency translations (2.4% net of the impact of currency
translations) and full-year 2008 EBITDA in the range of EUR310
million to EUR315 million, net of the impact of currency
translations, compared to EUR350 million communicated on July 14,
2008.

Parmalat's Board of Directors, under the chairmanship of Raffaele
Picella, held a meeting Nov. 14 and reviewed and approved the
Third 2008 Interim Report on Operations at September 30, 2008.

                          About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case No.
04-10362, in the United States Bankruptcy Court for the Southern
District of New York.  In May 2006, the Cayman Island Court
appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PCS FINANCIAL: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: PCS Financial Corp.
        200 West Jackson Boulevard, Suite 710
        Chicago, IL 60606-6910

Bankruptcy Case No.: 08-30930

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Prime Acceptance Corp.                             08-30934

Chapter 11 Petition Date: November 13, 2008

Type of Business: The Debtors provide billing and payment
                  processing who purchased education products
                  and were paying on their account in
                  monthly installments.

                  See: http://www.pcsfinancial.com/

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: David K. Welch, Esq.
                  dwelch@craneheyman.com
                  Crane Heyman Simon Welch & Clar
                  135 S Lasalle St., Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Internal Revenue Service       income tax        $700,000
Kansas City, MO 64999

Lenore M. Sesner               note #0328        $580,881
6521 N. Newgard, Apt. 2F
Chicago, IL 60626

Peter W. Ewing, TTE            note #0389        $172,474
Christine E. Ewing Tr. Dtd
11/17/94
1104 Blackthorn Lane
Northbrook, IL 60062

SW Ewing TTE                   note #0388        $123,945

Illinois Department of         income tax        $48,000
Revenue

Stephen Alex Ewing             note #0391        $46,135

UCC Direct Services            UCC filings       $14,615

IBM                                              $11,690

Experian                       credit bureaus    $6,211

Selden Fox & Assoc., LTD       audit             $4,840

Comgraphics Inc.                                 $3,058

Burke Warren MacKay &                            $2,631
Serritella PC

LexisNexis                                       $1,350

Midwest Laser Specialists Inc.                   $1,191

Search America Inc.            collection        $764
                               expense

North America Press Inc.                         $600

Corporate Express                                $525

Trans Union LLC                credit bureau     $383
                               reports

Alternative Mailing Systems    equipment         $230
                               maintenance


PEOPLE AGAINST DRUGS: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
People Against Drugs Affordable Public Housing Agency filed with
the U.S. Bankruptcy Court for the Northern District of Texas, its
schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $11,859,460
  B. Personal Property               $656,829
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $11,618,216
     Secured Claims
  E. Creditors Holding                              $435,926
     Unsecured Priority
     Claims
  F. Creditors Holding                              $561,565
     Unsecured Non-priority
     Claims
                                  -----------    -----------
     TOTAL                        $12,516,289    $12,615,708

Garland, Texas-based People Against Drugs Affordable Public
Housing Agency -- http://www.peopleagainstdrugs.org/-- was a
nonprofit corporation founded in 1991 to help schools and police
highlight the dangers of drug abuse and to offer "gang-and-
drug free living environments," according to Bloomberg News,
quoting what Texas state officials said in a statement in June.

The company filed for Chapter 11 protection on Sept. 17, 2008
(Bankr. N. D. Tex. Case No. 08-34696).  Christina Walton
Stephenson, Esq., Gerrit M. Pronske, Esq., and Rakhee V. Patel,
Esq., at Pronske & Patel, P.C., represent the Debtor as counsel.


PEOPLE AGAINST DRUGS: May Use Cash Collateral Until November 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
authorized People Against Drugs Affordable Public Housing Agency,
on an interim basis, to use Cash Collateral held by PNC Bank and
NexBank, SSC, the Debtor's prepetition lenders, to fund payroll,
satisfy employee obligations, pay suppliers and other vendors, and
meet other on-going business obligations through Nov. 30, 2008, in
accordance with a budget.

This is the Court's third interim order authorizing the use of
Cash Collateral.  A final hearing on the Debtor's Motion is
scheduled for Dec. 1, 2008.

The Debtor tells the Court that the use of Cash Collateral is
necessary on an interim basis to avoid immediate and
irreparable harm to it, its estate, and all of its creditors.

As adequate protection for the Use of Cash Collateral, the
Debtor's pre-petition lenders are granted a replacement lien on
and security interest in the same types and items of the Debtor's
property acquired or arising post-petition in which the particular
lender held an interest pre-petition, which Replacement Lien will
have the same extent, validity, effect and priority as the
respective lien held by a lienholder as of the Petition Date and
will secure the same respective obligations as are secured by the
pre-petition liens, but only to the extent of any diminution in
value of lender's collateral position.

No replacement lien granted herein shall prime the pre- and post-
petition ad valorem property tax liens of Dallas County, if any.

The Debtor's obligations to its pre-petition lenders are:

  PNC Bank,                Promissory Note     $10,763,694
    National Association
  NexBank, SSB             Credit Line            $355,126

Garland, Texas-based People Against Drugs Affordable Public
Housing Agency -- http://www.peopleagainstdrugs.org/-- was a
nonprofit corporation founded in 1991 to help schools and police
highlight the dangers of drug abuse and to offer "gang-and-
drug free living environments," according to Bloomberg News,
quoting what Texas state officials said in a statement in June.

The company filed for Chapter 11 protection on Sept. 17, 2008
(Bankr. N. D. Tex. Case No. 08-34696).  Christina Walton
Stephenson, Esq., Gerrit M. Pronske, Esq., and Rakhee V. Patel,
Esq., at Pronske & Patel, P.C., represent the Debtor as counsel.
In its schedules, the Debtor listed total assets of $12,516,289
and total debts of $12,615,708.


PHARMACY DISTRIBUTOR: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Pharmacy Distributor Services, Inc.
        112 Intracoastal Pointe Drive
        Jupiter, FL 33477
        Tel: (800) 440-2417
        Fax: (800) 590-3441

Bankruptcy Case No.: 08-27284

Chapter 11 Petition Date: November 13, 2008

Type of Business: The Debtor sells medical device for diabetes.
                  See: http://www.pharmacydistributorservices.com/

Court: Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Eric A. Rosen, Esq.
                  erosen@ericrosenlaw.com
                  2925 PGA Blvd., Ste. 200
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 296-3030
                  Fax: (561) 515-1401

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

Estimated Debts: $1 million to $10 million

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

           http://bankrupt.com/misc/flsb08-27284.pdf


PLIANT CORP: Liquidity Issues Cue Moody's to Junk Ratings
---------------------------------------------------------
Moody's Investors Service downgraded Pliant Corporation's
corporate family and probability of default ratings to Caa2 from
B3 and changed the ratings outlook to negative from stable.

Moody's took these rating actions:

  -- $359 million senior secured 1st lien 11.85% PIK notes due
     6/15/09 to Caa1 (LGD3, 40%) from B2 (LGD3, 38%)

  -- $7.8 million senior secured 1st lien 11.35% notes due
     6/15/09, to Caa1 (LGD3, 40%) from B2 (LGD3, 38%)

  -- $250 million senior secured 2nd lien 11.125% notes due
     9/1/09, to Caa3 (LGD 5, 79%) from Caa1 (LGD5, 77%)

  -- Corporate Family Rating to Caa2 from B3

  -- Probability of Default Rating to Caa2 from B3

  -- Speculative Grade Liquidity Rating, SGL-4 from SGL-3

  -- Ratings outlook to negative from stable

The downgrade of the Corporate Family Rating and revision of the
outlook reflect the company's potential near-term liquidity
issues, looming debt maturities and weak credit metrics.  Cash
flow has declined and credit metrics deteriorated as the company
has been negatively impacted by rising costs, competitive
conditions and a slowing economy.  The majority of Pliant's debt
matures next year and the company has limited availability
remaining on its credit facility and free cash flow is negative.
The rating is supported by the company's size, prevalence of
value-added products in its product mix and expanded capacity to
substitute resins.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  Revenue for the twelve months ended June 30, 2008
was approximately $1.133 billion.


POMARE LTD: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Pomare, Ltd. filed with the U.S. Bankruptcy Court for the District
of Hawaii, its schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property
  B. Personal Property            $15,825,657
  C. Property Claimed as
     Exempt
  D. Creditors Holding                             $3,955,874
     Secured Claims
  E. Creditors Holding                             $1,019,139
     Unsecured Priority
     Claims
  F. Creditors Holding                             $8,792,034
     Unsecured Non-priority
     Claims
                                  -----------     -----------
     TOTAL                        $15,825,657     $13,767,047

Based in Honolulu, Hawaii, Pomare Ltd. dba. Hilo Hattie, makes and
sells men's clothing.  The company filed for Chapter 11 relief on
Oct. 2, 2008 (Bankr. D. Hawaii Case No. 08-01448).  Chuck C. Choi,
Esq., at Wagner Choi & Evers, and James A. Wagner, Esq., at Wagner
Choi & Verbrugge, represent the Debtor as counsel.  Alexis M.
McGinness, Esq., and Ted N. Pettit, Esq. represent The Official
Committee of Unsecured Creditors as counsel.


POMARE LTD: Gets Interim Ok to Obtain $500,000 of DIP Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii has granted
Pomare, Ltd, pending a final hearing, to obtain interim post-
petition financing from North Tustin Partners, Inc., in an amount
not to exceed $500,000, as limited by the new budget,

The Debtor may, however, with the written consent of the Official
Committee of Unsecured Creditors, obtain interim advances under
the Agreement in an amount not to exceed $1,000,000, as limited by
the new budget.

Subject to the "Carve Out" and to any prior valid, perfected and
non-avoidable liens encumbering the Nimitz Property as of the date
of the entry of this Order, all advances made by the Lender to the
Debtors shall:

  a. be granted super-priority administrative expense status with
     priority over all administrative expenses of and unsecured
     claims against the Debtor.

  b. be secured by a first priority, fully perfected security
     interest in and lien, on all pre-petition and post-
     petition personal property of the Debtor's estate, whether
     existing or acquired after the entry of this Order, that is
     not subject to a prior valid, perfected and non-avoidable
     liens, provided that the liens granted hereunder shall be
     subordinate to: (a) the pre-petition liens held by certain
     "Purchase Money Secured Creditors" and (b) post-petition
     liens granted to the Purchase Money Secured Creditors" under
     the terms of the Court's Final Order Authorizing Debtor to
     Use Cash Collateral on a Permanent Basis.

  c) be secured by a first priority security interest in the
     Debtor's leasehold interest in the "Nimitz property".

This order shall expire on the earlier of (a) Nov. 30,2008, if the
Final Order has not been entered by the Court and (b) such earlier
date on which the obligations ahall become due and payable (the
"Termination Date").  Unless the Final Order approving Motion has
been entered, on the Termination Date, any interim advances made
under this Order shall mature and, together with all interest
thereon, will become due and payable.  On the Termination Date,
the Lender shall have no further obligation to provide financing
under the Agreeement.

A summary of the proposed terms of the final DIP financing is
presented below:

     Lender:       North Tustin Partners, Inc.

     Amount:       Advances up to $5,000,000

     Term:         24 months

     Purpose:      working capital and other budgeted expenses

     Collateral
     and Priority: 1) First Mortgage on Debtor's leasehold
                      interest in the Nimittz Property;

                   2) Security interest in all other unencumbered
                      personal property assets of the Debtor
                      pursuant to Sec. 364(c)(2) of the
                      Bankruptcy Code; and

                   3. Super-priority over all administrative
                      laims pursuant to Sec. 364(c)(2) of the
                      Bankruptcy Code.

     Iterest Rate:  Fixed at 7%.

     Borrowing
     Base:          Equal to the sum of (i) $2,500,000; (ii) 80%
                    of Eligible Receivables, plus (iii) 70% of
                    Eligible Inventory.

     Loan Fee:      $10,000

     Monthly
     Servicing
     Fee:           $1,000

     Carve-Out:     For the unpaid professional fees and expenses
                    incurred by the Debtor, and the Committee of
                    Unsecured Creditors, if any, as and when
                    allowed on a final basis pursuant to Sec. 330
                    of the Bankruptcy Code, in an aggregate
                    not to exceed $250,000, (ii) fees payable to
                    the United States Trustee and (iii) unpaid
                    fees and expenses of a Chapter 7 trustee
                    appointed following conversion of the Chapter
                    11 Case to cases under Chapter 7 of the
                    Bankruptcy Code.

    Indemnification:
                    Debtor shall indemnify and hold Lender
                    harmless from any and all liability arising
                    from the extension of the DIP Loan, or the
                    relationship created between Borrower and
                    Lender, including all awards, judgments,
                    orders, costs, expenses and attorneys' fees
                    reasonably incurred by Lender, provided that
                    the Debtor shall not be liable to Lender for
                    any protion of such liability resulting from
                    Lender's gross negligence or willful
                    misconduct.

Based in Honolulu, Hawaii, Pomare Ltd. dba. Hilo Hattie, makes and
sells men's clothing.  The company filed for Chapter 11 relief on
Oct. 2, 2008 (Bankr. D. Hawaii Case No. 08-01448).  Chuck C. Choi,
Esq., at Wagner Choi & Evers, and James A. Wagner, Esq., at Wagner
Choi & Verbrugge, represent the Debtor as counsel.  Alexis M.
McGinness, Esq., and Ted N. Pettit, Esq. represent The Official
Committee of Unsecured Creditors as counsel.


QUEBECOR WORLD: Posts $64 Million Net Loss in Third Quarter 2008
----------------------------------------------------------------
Quebecor World Inc. continues to make sustained progress towards
exiting creditor protection in the United States and Canada as a
strong participant in its industry.  In the third quarter, the
Company continued its focus on renewing major customers, gaining
new ones and improving efficiency across all its business groups
by reducing costs, improving processes and maximizing the
performance of its manufacturing platform.  In the third quarter,
the company and its advisors met with various stakeholders,
including creditors' committees, as it forged ahead with its
plans towards developing a plan of arrangement to exit creditor
protection under the CCAA and Chapter 11 processes.  On Sept. 29,
2008, the company received court approval to proceed with the
Claims process.  The Claim Bar date is Dec. 5 by which time
creditor claims must be received.

The company has been operating under creditor protection since its
initial filing on Jan. 21, 2008 in the U.S. and Canadian courts.
As stated in the Monitor's report of Sept. 23, 2008, the company
had an unrestricted cash balance of $125 million at Sept. 14,
2008, which is $41 million higher than its forecast from the
Monitor's report of July 14, 2008.  In addition, the company
has $105 million of restricted cash balances.  The company
continues to have access to the Revolving Loan Facility of up to
$400 million and has drawn only $25 million.

Quebecor World's results in the third quarter 2008 are based on
continuing operations following the sale of its European business
on June 26, 2008.  In the third quarter, the company generated
consolidated revenues from continuing operations of $1.0 billion
compared to $1.2 billion in 2007.  Operating income before
impairment of assets, restructuring and other charges (IAROC) in
the third quarter was $33.7 million compared to $57.9 million in
the third quarter of 2007.  Adjusted EBITDA was $94.2 million in
the third quarter of 2008 compared to $123.5 million in the third
quarter of 2007.  The lower adjusted EBITDA in 2008 is principally
due to decreased volumes, plant closures and also due to the
economic slowdown affecting all of our sectors.  Despite a lower
level of activity than planned, the company's adjusted EBITDA
results in the third quarter and year-to-date continue to be in
line with management's expectations and with the projections for
the DIP financing.  The company generated $4.1 million of positive
free cash flow in the third quarter and $88.7 million year-to-date
compared to negative free cash flow during the same periods in
2007.  This was achieved despite substantial costs for
professional fees and other expenses related to the creditor
protection process.  In the quarter, the company continued to look
for additional means to reduce costs to offset lower volumes due
to the challenging economic environment.  In the third quarter,
selling, general and administrative expenses decreased by 18.4%,
excluding the unfavorable impact of foreign exchange, compared to
the same period last year.

"We continue to work towards our stated goal of exiting creditor
protection as a strong participant in our industry.  In the third
quarter, we made additional progress in this regard while at the
same time maintaining a determined focus on customer service and
improving operations through cost reductions and a comprehensive
review of our administrative services," commented Jacques Mallette
President and CEO Quebecor World Inc.  "This year we have made
substantial efforts to renew our customers to multi-year
agreements by demonstrating to them the value of our
comprehensive, full-service offering to help them meet their
advertising and publishing needs from concept to delivery.  In the
third quarter we continued to build on our earlier successes by
extending our relationship with Parade, one of the premier Sunday
magazine publishers in the U.S. In addition, we were pleased to be
the recipient of a significant number of Gold Ink and Golden
Cylinder Awards which are well-established industry recognitions
for quality achievement.  This is a clear indication of our
employees' dedication to customer service."

Also in the third quarter, the company continued to focus on
providing its customers with the ability to use brands and
identifying marks on their products to show they are being
produced in an environmentally responsible manner.  Quebecor
World recently began offering its customers the option to use an
Enviroink(TM) logo on their printed products to signify they are
using heatset inks that contain a minimum of 20 percent by weight
renewable resources.  The Enviroink(TM) logo is another
identifying mark Quebecor World customers can use on their
products in addition to the Chain of Custody Certification for
the world's three leading forest management programs.  These are
the Forest Stewardship Council (FSC), Sustainable Forestry
Initiative (SFI) and the Program for the Endorsement of Forest
Certification (PEFC).  Quebecor World was first, among the top
North American printers, to offer these three progressive chains
of custody certification programs.

              Third quarter per share information
                   and restructuring charges

In the third quarter, Quebecor World reported a net loss from
continuing operations of $63.6 million or ($0.35) per share
compared to $55.3 million or ($0.45) per share in the third
quarter of last year.  Third quarter results included IAROC net
of income taxes of $5.1 million or $0.03 per share, compared to
$35.7 million or $0.27 per share in the same period in 2007.

For the first nine months of 2008, Quebecor World reported a
net loss from continuing operations of $289.9 million or ($1.72)
per share, compared to a net loss from continuing operations of
$34.8 million or ($0.39) per share for the same period in 2007.
The results for the first nine months of 2008 incorporate IAROC
net of taxes of $47.8 million or $0.27 per share compared to
$66.1 million or $0.50 per share in 2007.  Excluding IAROC,
adjusted diluted loss per share from continuing operations was
$1.45 for the first nine months of 2008 compared to adjusted
diluted earnings per share from continuing operations of $0.11 in
the same period of 2007.  On the same basis, adjusted operating
income in the first nine months of 2008 was $70.7 million
compared to $144.4 million in 2007.  Consolidated revenues for
the first nine months of 2008 were $3.0 billion compared to $3.4
billion in the same period of 2007.

                   Use of Non-GAAP Measures

In the discussion of our 2008 results, we use certain financial
measures that are not calculated in accordance with Canadian
generally accepted accounting principles (GAAP) or United States
GAAP to assess our financial performance, including EBITDA
(earnings before interest, tax, depreciation and amortization),
Adjusted EBITDA and operating income before IAROC (impairment of
assets, restructuring and other charges) and goodwill impairment.
We use such non-GAAP financial measures because we believe that
they are meaningful measures of our performance.  Our method of
calculating these non-GAAP financial measures may differ from the
methods used by other companies and, as a result, the non-GAAP
financial measures presented in this press release may not be
comparable to other similarly titled measures disclosed by other
companies.  We provide a reconciliation of these non-GAAP
financial measures to the most directly comparable GAAP financial
measures in Figure 5, "Reconciliation of non-GAAP Measures" of our
third quarter 2008 management's discussion and analysis filed with
the Canadian securities regulatory authorities at
http://www.sedar.com/and with the United States Securities and
Exchange Commission at http://www.sec.gov/ A copy of our third
quarter 2008 management's discussion and analysis is also
available on the Company's Web site at
http://www.quebecorworld.com/

A full-text copy of QWI's Third Quarter Financial Results is
available for free at http://ResearchArchives.com/t/s?34bc

       Quebecor World Inc. and its Subsidiaries
               Consolidated Balance Sheet
                 At September 30, 2008
                     (In millions)

Assets

Current assets:
Cash and cash equivalents                          US$208.5
Accounts receivable                                   715.1
Receivables from related parties                       41.5
Inventories                                           259.4
Income taxes receivable                                 7.8
Future income taxes                                    20.7
Prepaid expenses                                       43.1
                                                  ----------
Total current assets                                  1,296.1

Property, plant and equipment                         1,388.4
Goodwill                                                342.0
Restricted cash                                         106.0
Receivables from related parties                          4.5
Future income taxes                                       5.9
Other assets                                            291.5
                                                  ----------
Total assets                                       US$3,434.4
                                                  ==========

Liabilities and Shareholders' Equity
Current liabilities:
Bank indebtedness                                     $4.8
Trade payables and accrued liabilities               533.1
Payables to related parties                           21.2
Income and other taxes payable                        48.3
Future income taxes                                    0.8
Secured financing                                      0.0
Current portion of long-term debt                    587.7
Liabilities subject to compromise                  2,876.8
                                                 ----------
Total current liabilities                           $4,072.7

Long-term debt                                           7.3
Other liabilities                                      231.0
Future income taxes                                     97.3
Preferred shares                                        42.7

Shareholders' equity (deficit):
Capital stock                                      1,591.4
Contributed surplus                                  103.0
Retained earnings (deficit)                       (2,839.6)
Accumulated other comprehensive income (loss)        128.6

                                                   (1,016.6)
                                                 ----------
Total liabilities and shareholders'
  equity (deficit)                               US$3,434.4
                                                 ==========

            Quebecor World Inc. and its Subsidiaries
              Consolidated Statement of Operations
          For The Three Months Ended September 30, 2008
                          (In millions)

Operating revenues                                   US$993.6

Operating expenses:
Cost of sales                                         824.3
Selling, general and administrative                    78.8
Securitization Fees                                     0.0
Depreciation and amortization                          56.8
Impairment of assets, restructuring and
    other charges                                        6.7
                                                     -------
                                                       966.6
                                                     -------
Operating income (loss)                                  27.0

Financial expenses                                       72.7
Dividends on preferred shares classified as
  liability                                              0.9
Reorganization items                                     26.4
                                                     -------
Loss from continuing operations before income taxes     (73.0)
Income taxes                                             (9.4)
                                                     -------
Income (loss) from continuing operations
  before minority                                      (63.6)
Minority interest                                         0.0
                                                     -------
Net income (loss) from continuing operations            (63.6)
Loss from discontinued operations (net of tax)           (0.6)
                                                     -------
Net income (loss)                                    (US$64.2)
                                                     =======

            Quebecor World Inc. and its Subsidiaries
              Consolidated Statement of Cash Flows
       For The Three-Month Period Ended September 3, 2008
                          (In millions)

Cash flows from operating activities:
Net income (loss)                                  (US$64.2)
Adjustments for:
  Reorganization items                                   2.0
   Depreciation of property, plant and equipment        56.8
   Impairment of assets and non-cash portion
      of restructuring and other charges                 0.0
   Future income taxes                                   0.0
   Goodwill impairments                                (29.8)
   Amortization of other assets                         (3.7)
   Amortization of financing costs                       0.0
  Change in fair value of restricted cash                0.0
   Loss on business disposals                            0.6
   Prepayment premium on early redemption of debts       0.0
   Other                                                14.0
                                                    --------
                                                       (16.9)

Net changes in non-cash balances related to operations
   Accounts receivable                                 (39.3)
   Inventories                                         (32.1)
   Trade payables and accrued liabilities              103.8
   Other current assets and liabilities                 51.2
   Other non-current assets and liabilities            (47.0)
                                                    --------
                                                        36.6
                                                    --------
Cash flows provided by operating activities            19.7

Cash flows from financing activities:
Net change in bank indebtedness                        (8.0)
Issuance of long-term debt net of issuance costs        0.0
Issuance of DIP Term Loan, net of issuance costs        0.0
Repayment of DIP Term Loan                              0.0
Net borrowing under revolving DIP Facility             10.6
Repayments of long-term debt                           (4.1)
Redemption of convertible notes                         0.0
Net borrowings under revolving bank facility            0.3
Net change in secured financing                         0.0
Repayment of North American securitization program
    Subsequent to insolvency proceedings                 0.0
Net proceeds from issuance of equity shares             0.0
Dividends on preferred shares                           0.0
                                                    --------
Cash flows provided by (used in) financing activities    (1.2)

Cash flows from investing activities:
Business acquisitions, net of cash & cash equivalents   0.0
Proceeds from business disposals, net of cash          (0.6)
Additions to property, plant and equipment            (18.0)
Net proceeds from disposal of assets                    3.0
Proceeds from disposal of derivative fin'l. instrument  0.0
Restricted cash                                        (1.6)
                                                    --------
  Cash flows used in investing activities               17.2
                                                    --------
Effect of foreign currency                              0.2

Net changes in cash and cash equivalents                  1.1
Cash and cash equivalents, beginning of year            207.4
                                                    --------
Cash and cash equivalents, end of year               US$208.5
                                                    ========

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW) -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of $3,412,100,000 total
liabilities of $4,326,500,000 preferred shares of $62,000,000
and total shareholders' deficit of $976,400,000.

The Hon. Robert Mongeon of the Quebec Superior Court has extended
until Dec. 14, 2008, the stay under the Canadian Companies'
Creditors Arrangement Act.

(Quebecor World Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


REYNA SANCHEZ: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Reyna Maria Sanchez
        740 Brewington Avenue
        Watsonville, CA 95076

Bankruptcy Case No.: 08-56493

Chapter 11 Petition Date: November 12, 2008

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Judson T. Farley, Esq.
                  judsonfarley@sbcglobal.net
                  Law Offices of Judson T. Farley
                  830 Bay Ave. #B
                  Capitola, CA 95010-2173
                  Tel: (831)476-1766

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

           http://bankrupt.com/misc/califnb08-56493.pdf


RH DONNELLEY: Decline in Sales Spurs Moody's Rating Cuts to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded R.H. Donnelley Corporation's
Corporate Family and Probability of Default ratings to B2 from B1
based upon Moody's expectation that the yellow pages publishing
sector will likely face a more severe and potentially protracted
downturn than previously anticipated, which in turn could increase
the probability of covenant pressure and tightened liquidity, the
latter being underscored by the revision of the company's
liquidity rating to SGL-2.

These rating actions follow R.H. Donnelley's recent disclosure
that for the quarter ended September 30, 2008, its advertising
sales continued to decline in the 8% range while its free cash
flow declined by 30% over the prior year period.

The downgrade of the Corporate Family rating reflects Moody's view
that an increase in the pace of decline of R.H. Donnelley's
advertising sales would likely lead to covenant pressure under the
company's financial covenants over the near term, unless allayed
by the successful conclusion of a voluntary debt prepayment
transaction as recently approved by its lenders.  Moody's
considers that lenders may be amenable to accommodate an amendment
request, if required, however the company's debt service costs may
increase accordingly should currently very tight credit market
conditions continue to prevail.

The downgrades incorporate Moody's view that continued erosion of
R.H. Donnelley's cash flow generating ability is increasingly
likely to preclude the company's ability to reduce its debt burden
below the prior 6.5 times target multiple of EBITDA, even assuming
the successful completion of the voluntary debt prepayment
transaction.

The downgrade of the liquidity rating to SGL-2 largely results
from the potential risk of near-term covenant pressure (Moody's
estimates of covenant compliance recognizes contractual, but not
elective reductions of debt according to its SGL methodology).
Moody's notes that R.H. Donnelley faces a substantial
intermediate-term funding gap posed by approximately $1.4 billion
of debt maturing during 2010, and as such its liquidity profile
may erode further with the mere passage of time (unless a
refinancing transaction transpires).

The B2 Corporate Family rating incorporates R.H. Donnelley's
persistently high leverage, its vulnerability to weakened market
conditions facing the directory publishing business, the
increasing threat posed by competing directory publishers and web-
based directory service providers in virtually all its markets, a
recent erosion of equity support provided to debtholders
(following a substantial decline in the market value of the
company's equity), and the dependence of the holding companies (R.
H. Donnelley Corporation and Dex Media, Inc.) upon the receipt of
continued covenant-compliant restricted payments from the three
major operating companies in order to service the holdco debt
obligations.

The rating is supported, nonetheless, by R.H. Donnelley's scale
and the strong market position conferred by its exclusive
publishing agreements with Embarq Corporation, Qwest
Communications, and AT&T Inc. as the "official" yellow pages
directory within a number of their incumbent markets.  In
addition, the rating reflects R.H. Donnelley's good liquidity
profile, its diversified customer and geographic market base, and
the still relatively healthy free-cash-flow generating ability of
its properties.

The continuing negative rating outlook underscores Moody's concern
that, through the intermediate term, R.H. Donnelley may experience
advertising sales which are weaker than Moody's revised estimates,
due largely to cuts in customer spending on yellow pages print
advertising in most of its markets, especially hard-hit sub-prime
markets in Florida, Arizona and Nevada.

Details of the rating action are:

Ratings downgraded:

R. H. Donnelley Corporation

  -- Corporate Family rating - to B2 from B1

  -- PDR - to B2 from B1

  -- Speculative Grade Liquidity rating -- to SGL-2 from SGL-1

  -- 6.875% senior notes due 2013 - to Caa1, LGD5, 87% from B3,
     LGD5, 87%

  -- 6.875% Series A-1 senior discount notes due 2013 - to Caa1,
     LGD5, 87% from B3, LGD5, 87%

  -- 6.875% Series A-2 senior discount notes due 2013 - to Caa1,
     LGD5, 87% from B3, LGD5, 87%

  -- 8.875% Series A-3 senior notes due 2016 - to Caa1, LGD5, 87%
     from B3, LGD5, 87%

  -- 8.875% series A-4 senior notes due 2017 - to Caa1, LGD5, 87%
     from B3, LGD5, 87%

R.H. Donnelley Inc.

  -- Senior secured revolving credit facility due 2009/2011- to
     Ba2, LGD2, 15% from Ba1, LGD2, 15%

  -- Senior secured term loan D due 2011- to Ba2, LGD2, 15% from
     Ba1, LGD2, 15%

Dex Media East LLC

  -- Senior secured revolving credit facility due 2013 - to Ba2,
     LGD2, 15% from Ba1, LGD2, 15%

  -- Senior secured term loan A due 2013 - to Ba2, LGD2, 15% from
     Ba1, LGD2, 15%

  -- Senior secured term loan B due 2014 - to Ba2, LGD2, 15% from
     Ba1, LGD2, 15%

Dex Media West LLC

  -- Senior secured revolving credit facility due 2013 - to Ba2,
     LGD2, 15% from Ba1, LGD2, 15%

  -- Senior secured term loan A due 2013 - to Ba2, LGD2, 15% from
     Ba1, LGD2, 15%

  -- Senior secured term loan B due 2014 - to Ba2, LGD2, 15% from
     Ba1, LGD2, 15%

  -- 9.875% senior subordinated notes due 2013 - to B2, LGD4, 54%
     from B1, LGD4, 55%

Dex Media Inc.

  -- 8% senior unsecured global notes due 2013 - to B3, LGD4, 66%
     from B2, LGD4, 67%

  -- 9% senior discount global notes due 2013 - to B3, LGD4, 66%
     from B2, LGD4, 67%

Ratings Affirmed:

R.H. Donnelley Inc.

  -- 11.75% senior unsecured notes due 2015 - B1, LGD3, 43%
      (Revised from 44%)

Dex West LLC

  -- 5.875% senior unsecured notes due 2011 - B1, LGD3, 43%
      (Revised from 44%)

  -- 8.5% senior unsecured notes due 2010 - B1, LGD3, 43% (Revised
     from 44%)

The rating outlook remains negative.

Moody's noted that affirmation of the Dex Media West and R.H.
Donnelley Inc. senior unsecured debt principally reflects a
reduced amount of senior unsecured borrowings overall relative to
prior assumptions when the R.H. Donnelley Inc. debt was rated
earlier this year.  These ratings remain very close to the
requisite expected loss rate to yield a lower (B2) rating; hence,
any further increase in secured borrowings (i.e. to potentially
term out the maturing Dex West LLC debt due 2010), albeit
unexpected, would likely precipitate lower ratings for this debt.

On May 9, 2008, Moody's assigned a B1 rating to R.H. Donnelley
Inc.'s proposed senior unsecured notes and Ba1 ratings to Dex
Media West LLC's senior secured facilities.  At the same time,
Moody's affirmed R.H. Donnelley Corporations's B1 Corporate Family
rating.

Headquartered in Cary, North Carolina, R.H. Donnelley is one of
the largest US yellow page directory publishing companies.  The
company reported revenues of approximately $2.7 billion for the
LTM period ended Sept. 30, 2008.


SALEM COMMS: Weak Revenues Cue Moody's to Junk Sr. Notes Rating
---------------------------------------------------------------
Moody's Investors Service downgraded Salem Communications Holding
Corporation's Corporate Family Rating to B2 from B1, Probability
of Default Rating to B3 from B1 and downgraded its 7-3/4% Senior
Subordinated Notes due 2010 to Caa1 from B3.  The outlook is
negative.  This concludes Moody's review initiated on October 15,
2008.

The downgrade reflects continued weakness in Salem's national and
local advertising revenue due to the current weak economic
conditions and a pullback by several advertising categories
including automotive and financial services.  While the company's
block programming revenue has been relatively resilient (but not
completely immune to the current downturn), Moody's believes the
company's advertising revenue will continue to be pressured by the
weak economy and advertising climate.  As a result, Moody's
expects Salem's cash flow will likely come under increasing
pressure, cost cuts notwithstanding, such that debt-to-EBITDA
leverage will not be sustained at a level commensurate with the
former B1 rating.

Additionally, the downgrades and negative outlook also reflect
Moody's belief that the company's covenant compliance cushion
remains extremely thin and that the company will be challenged to
comply with its financial covenants, particularly total debt-to-
EBITDA leverage when the covenant steps down to 5.75x at March 31,
2009.  Moody's believes any potential covenant waiver/amendment is
likely to result in increased pricing thereby further pressuring
cash flow.  In addition, Salem faces the upcoming maturity of its
revolving credit facility in March 2009 and absent asset sale
proceeds, will be solely reliant on mainly internal cash flow to
fund its operating and debt service requirements.  Notably, Salem
also has significant refinancing needs over the intermediate term
related to the 2010 maturity of its bank credit facility and
senior subordinated notes.

Moody's has taken these ratings actions:

Salem Communications Holding Corporation

  -- Corporate Family Rating: downgraded to B2 from B1

  -- Probability of Default Rating: downgraded to B3 from B1

  -- Senior Subordinated Bond: downgraded to Caa1 (LGD 5, 70%)
     from B3 (LGD 5, 88%)

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

Salem's rating reflects its high debt to EBITDA leverage of 6.7x
at March 30, 2008, and lower EBITDA margin compared to peers
mainly due to spending associated with the company's "development
stage" stations and the news talk stations, as well as spending
and investments related to the company's non-broadcast businesses.
While Moody's expects the company to largely cover operational
requirements from cash flows generated over the next twelve
months, any requisite covenant waiver/amendment will likely result
in increased pricing and weakened free cash flow.  Lack of strong
balance sheet cash and absence of external liquidity (when the
revolver matures) could adversely impact Salem's financial
flexibility and further weaken its liquidity profile.  The ratings
are supported by the company's geographically diversified station
portfolio, presence in the top 25 markets, leading position in the
religious format niche and lack of significant competition within
the format and the relative stability of the revenue stream from
its block programming sales.

Salem Communications Holding Corporation, headquartered in
Camarillo, California, is a religious programming radio
broadcaster, which, upon the close of all announced transactions,
will own and operate 95 radio stations, including 60 stations in
23 of the nation's top 25 markets.  Revenues and EBITDA (Moody's
adjusted) for the LTM period ended March 30, 2008, were
$227 million and $61 million respectively.


SERIES 2007-1: S&P Withdraws Notes' Ratings on Event of Default
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the A-1
and A-2 notes issued by Series 2007-1 Federation A-1 Segregated
Portfolio of Securitized Product of Restructured Collateral Ltd.
SPC.

The rating withdrawals on the notes follow early terminations of
the notes, triggered by an event of default pursuant to portfolio
swap agreement, following Lehman Bros. Holdings Inc.'s bankruptcy
filing on Sept. 15, 2008.  Upon liquidation, the interest and
principal due on the notes was paid back in full.

                     Ratings Withdrawn

    Series 2007-1 Federation A-1 Segregated Portfolio of
   Securitized Products of Restructured Collateral Ltd. SPC

                              Rating
                              ------
          Class           To          From
          -----           --          ----
          A-1             NR          CCC-/Watch Neg
          A-2             NR          CCC-/Watch Neg

                NR - Not rated.


TRIBUNE CO: To Extend Nov. 27 Deadline for Chicago Cubs Bids
------------------------------------------------------------
Matthew Futterman at The Wall Street Journal reports that Tribune
Co. will extend its Nov. 27 deadline for bids and financing plans
for its baseball franchise, Chicago Cubs.

According to WSJ, instability in the credit markets is making the
process more difficult, and two people familiar with the sale said
that groups interested in Chicago Cubs learned that the deadline
is now considered "soft."  Uncertainty among major lenders has
made determining the value of Chicago Cubs and the costs of bids
more difficult and time-consuming, making the
Nov. 27 deadline impossible to meet, WSJ says, citing bidders.

WSJ relates that Tribune's offer to keep as much as 50% of the
team for an undetermined period would make purchasing Chicago Cubs
more affordable, but Tribune's debt problems have increased the
risk of a potential leveraged partnership with the company.

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
is a media company, operating businesses in publishing,
interactive and broadcasting, including ten daily newspapers and
commuter tabloids, 23 television stations, WGN America, WGN-AM and
the Chicago Cubs baseball team.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
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'.

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Fitch Ratings downgraded Tribune Company's Issuer Default Rating
to 'CCC' from 'B-'; senior guaranteed revolving credit facility to
'CCC/RR4' from 'B/RR3'; senior guaranteed term loan to 'CCC/RR4'
from 'B/RR3'; senior unsecured bridge loan to 'CC/RR6' from
'CCC/RR6'; senior unsecured notes to 'CC/RR6' from 'CCC/RR6'; and
subordinated exchangeable debentures due 2029 to 'CC/RR6' from
'CCC-/RR6'.  Fitch said that about $13.4 billion of debt is
affected by this action and that the rating outlook is negative.

As of March 30, 2008, Tribune's balance sheet indicates that the
company has  $12.9 billion in assets, $14.6 billion in debts, and
$1.7 billion in total shareholders' deficit.


TWEETER HOME: Opco Gets Access to Cash Collateral
-------------------------------------------------
Judge Mary F. Walrath of the United States Bankruptcy Court for
the District of Delaware authorizes the Tweeter Opco LLC and its
three debtor affiliates to use the cash collateral of their
Prepetition Lenders, on an interim basis, in accordance with a
prepared budget.

The Prepetition Lenders are granted replacement liens, junior
only to the DIP Liens, the Permitted Prior. Liens and the Carve
Out, solely to the extent of the diminution of the value of their
interests in the Prepetition Collateral.


                      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: Court Grants Interim OK to Access $20MM DIP Funding
-----------------------------------------------------------------
Judge Mary F. Walrath of the United States Bankruptcy Court for
the District of Delaware permits Tweeter Opco LLC and its debtor
affiliates to obtain credit, on an interim basis, from Wells Fargo
Retail Finance LLC, as administrative agent, and certain lenders,
of up to $20,000,000.

The Opco Debtors are directed to perform all acts, pay the
principal, interest and other fees described in the DIP Credit
Agreement with Wells Fargo, including closing gees,
administrative fees, commitment fees, letter of credit fees and
reasonable attorneys' fees.

The DIP Lenders are granted priming first priority, continuing,
valid, binding, enforceable, non-avoidable and perfected
postpetition security interests and liens on all of the Opco
Debtors' real and personal property.

A full-text copy of the Tweeter Opco Interim DIP Order is
available for free at:

                http://ResearchArchives.com/t/s?34e5
                http://ResearchArchives.com/t/s?34e6

The Court is set to consider the Opco Debtors' request on
Dec. 1, 2008, on a final basis.  Objections from any party-
in-interest must be filed no later than November 24.


                       About Tweeter Home

Based in Canton, Massachusetts, 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.  (Tweeter
Bankruptcy News, Issue No. 28, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TWEETER HOME: U.S. Trustee Picks 5 to Opco Creditors Committee
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appoints five members to the Official Committee of Unsecured
Creditors of the Chapter 11 cases of Tweeter Opco, LLC, and its
three debtor affiliates.

The Committee members are:

  Member                            Representative
  ------                            --------------
  Sony Electronics Inc.             Timothy Griebert
  1 Sony Drive, Park Ridge
  NJ 07656,
  Tel: (201) 930-7026
  Fax: (201) 930-7783

  Panamax, Inc.                      Andrew W. Prete
  c/o Nortek, Inc.,
  50 Kennedy Plaza, Providence
  RI 02903
  Tel: (401) 751-1600
  Fax: (401) 751-9844

  The Quest Group aka Audioquest     Mike McConnell
  2621 White Road, Irvine
  CA 92614
  Tel: (949) 790-6033
  Fax: (949) 585-0444

  Ryder Truck Rental, Inc.           Kevin P. Sauntry
  6000 Windward Parkway
  Alpharetta, GA 30005
  Tel: (770) 569-6511
  Fax: (770) 569-6712

  RR Donnelley Receivables Inc.      Dan Pevonka
  3075 Highland Pkway,
  Donners Grove, IL 60515
  Tel: (630) 322-6931
  Fax: (630) 322-6052


                      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).


TYSON FOODS: Moody's Downgrades Corporate Family Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of Tyson Foods, Inc. to Ba3 from
Ba1, based on Moody's concern that the company will be challenged
to significantly boost in the near term the profitability of its
chicken segment, its largest business.  Tyson's speculative grade
liquidity rating was also lowered to SGL-4 from SGL-3.  The rating
actions conclude the review for possible downgrade that began on
August 29, 2008, which was Moody's most recent prior rating action
for Tyson. The rating outlook is negative.

Ratings downgraded, and LGD adjusted:

Tyson Foods, Inc.

  -- Corporate family rating to Ba3 from Ba1

  -- Probability of default rating to Ba3 from Ba1

  -- $1 billion senior secured bank revolving credit agreement,
     guaranteed by material operating subsidiaries, to Ba2
     (LGD3,31%) from Ba1 (LGD3,45%)

  -- $960 million senior unsecured notes due 2016, guaranteed by
     Tyson Fresh Meats, Inc., to Ba3 (LGD4,54%) from Ba1
     (LGD3,45%)

  -- Senior unsecured unguaranteed debt to B2 (LGD5,85%) from Ba2
     (LGD5,87%)

  -- Senior unsecured unguaranteed shelf to (P)B2 (LGD5,85%) from
     (P)Ba2 (LGD5,87%)

  -- Senior secured industrial revenue bonds, guaranteed by Tyson
     Foods, Inc., to Ba2 (LGD3,31%) from Baa2 (LGD2,18%)

  -- Speculative grade liquidity rating to SGL-4 from SGL-3

Tyson Fresh Meats, Inc.

  -- Senior debt, guaranteed by Tyson Foods, Inc., to Ba2
     (LGD3,31%) from Ba1 (LGD3,45%)

Tyson's chicken segment, approximately one-third of consolidated
revenues, incurred a reported operating loss in fiscal 2008 of
$94 million, pro forma for charges, a steep drop from 2007's
$315 million profit, pro forma for a gain.  Incremental grain
costs, net of hedging benefits, were approximately $466 million
over the prior fiscal year.  Thus, despite robust growth in
profits in beef and pork -- segments that have benefited from
rising market prices -- consolidated reported operating profit in
fiscal 2008 was only $331 million, pro forma for charges and gains
on sale, a modest 1.45% of revenues.  With market prices for
breast meat and leg quarters still low, Tyson anticipates a
significant operating loss in chicken during the current quarter,
and potentially an operating loss on a consolidated basis.
Profitability in chicken is strained at a time when Tyson's
acquisition strategy could preclude material debt reduction.
The negative rating outlook incorporates Moody's concern that
Tyson will be challenged to boost chicken margins significantly in
the near term, despite lower grain prices, due to anemic market
prices.

The downgrade in the ratings of the senior $1 billion revolving
credit facility and the Tyson Fresh Meats' bonds was less severe
than those of other long term ratings.  In September 2008, the
revolving credit received upstream guarantees from additional
operating subsidiaries, and a pledge of certain assets.  The Tyson
Fresh Meats' bonds share in the collateral.

The lowering of Tyson's speculative grade liquidity rating to SGL-
4 reflects the challenges to generating stable and solid operating
cash flow in the chicken segment in the short run, as well as the
likelihood that covenant cushion will not be abundant until
consolidated margins rebound.  Moody's notes that liquidity was
enhanced in September by net proceeds from the issuance of common
equity ($274 million) and a convertible bond ($396 million) due in
2013.  Upon conversion of the new bond (face $450 million), Tyson
must settle any converted principal with cash.  At this time,
trading conditions for conversion have not been met and would
require a significant increase in Tyson's stock price.
Nevertheless, at the point at which conversion becomes economic
for holders, the conversion of the bond would represent a material
cash outflow.

Tyson maintains a $1 billion five year revolving credit facility
expiring in September 2010 and two $375 million accounts
receivable securitization facilities expiring in August 2009 and
August 2010 respectively.  The securitization facilities contain a
rating trigger stipulating that if the rating on Tyson's five year
bank credit agreement (now rated Ba2 after this action) falls to
Ba3 or below from Moody's or BB- or below from S&P, then, barring
an amended facility, the banks sponsoring the program could refuse
to purchase any additional receivables from Tyson and the program
could unwind.  Tyson's does have unencumbered assets and it could
sell a number of operations and facilities to raise cash and
improve liquidity if necessary; however, the level of unencumbered
assets has been reduced by the recent pledge of certain assets to
certain debt instruments.

Tyson Foods, Inc. is the world's largest meat protein processor in
terms of revenues, with operations in beef, chicken and pork
processing, as well as branded packaged foods.  Sales for the
fiscal year ended Sept. 27, 2008 exceeded $26.8 billion.


VERASUN ENERGY: To Report $1-Bil. Gross Loss in Late 10-Q
---------------------------------------------------------
VeraSun Energy Corporation notified the U.S. Securities and
Exchange Commission on Nov. 12, 2008, that it will be unable
to timely file its Form 10-Q for the quarterly period ended
Sept. 30, 2008.  The SEC gave VeraSun until Nov. 10, 2008, to file
the Form
10-Q.

VeraSun's vice president, finance, and chief accounting officer,
states that the "extraordinary and critical demands" in the
company and its debtor-affiliates' bankruptcy filings, including
their efforts to obtain debtor-in-possession financing, have
placed on the time and attention of the company's senior
management and staff.  The company, he says, was unable to
complete all work necessary to file the Form 10-Q by the filing
deadline without unreasonable effort or expense.

Bryan D. Meier as vice president, finance and chief accounting
officer assures the SEC that VeraSun will file the Form 10-Q on or
before Nov. 17, 2008.

                    VeraSun to Report Increased
                    Net Sales, but Wider Losses

VeraSun expects to report net sales for the three and nine months
ended Sept. 30, 2008 of $1,084,500,000 and $2,616,100,000.
Net sales for the same period in 2007 were $221,900,000 and
$535,900,000.

Mr. Meier explains that the difference between the expected
September 2008 net sales and the September 2007 net sales is
primarily the result of production increases in VeraSun's newly-
constructed facilities and VeraSun's acquisition of US BioEnergy
Corporation, which was completed on April 1, 2008.

VeraSun expects to report a $1,084,500,000 gross loss for the
three months ended September 30, 2008, and a $2,616,100,000 gross
loss for the nine months ended September 30.  For the three
months ended period in 2007, VeraSun posted a $23,400,000 net
profit, and a $65,100,000 net profit for the nine months ended
period.

According to Mr. Meier, the difference between the expected third
quarter 2008 gross loss and the 2007 gross profit is primarily
due to an increase in average corn cost, inventory valuation
adjustments, and market-to-market and realized hedge losses,
partially offset by increased ethanol volumes sold and increased
ethanol prices in the 2008 period compared to the 2007 period.
He adds that there is also an expected gross profit of $7,500,000
related to the sale of corn inventory for the three months ended
Sept. 30, 2008, and an expected gross profit of $15,600,000
related to the sale of corn inventory for the nine months ended
Sept. 30, 2008.

VeraSun also expects to report a substantial operating loss for
the 2008 Period compared to the corresponding periods in 2007
where it reported operating income of $11,900,000 for the three
months ended and $33,700,000 for the nine months ended.

VeraSun is currently evaluating potential impairment of its
intangible and long-lived assets as of Sept. 30, 2008,
Mr. Meier reveals.

"Depending on the outcome of this evaluation, the Company
believes that its reported operating loss for the three and nine
months ended September 30, 2008 would be as much as approximately
$637,000,000 and $591,000,000, respectively," Mr. Meier says.

VeraSun further discloses that it will report corresponding net
losses of approximately $464,000,000 and $433,000,000.  Mr. Meier
notes that the amounts reflect, among other things, an expected
tax benefit.  For the three and nine months ended September 30,
2007, VeraSun reported net income of $7,800,000 and $22,600,000.

VeraSun, the second U.S. largest ethanol producer, tumbled to
bankruptcy on Oct. 31, 2008, due to volatile corn prices and
bad bets on corn futures.  VeraSun, the International Herald
Tribune reports, produces about 13% of the country's ethanol
capacity.  The Des Moines Register says that VeraSun, with total
capacity of 550,000,000 gallons, accounts for more than 20% of
the 2,500,000 gallons of ethanol produced annually at 32 ethanol
plants in Iowa.

The Herald Tribune says VeraSun, in mid-September 2008,
forecasted a quarterly loss of $63,000,000 to $103,000,000.

                  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. 5; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Wants Schedules Filing Extended until January 14
----------------------------------------------------------------
Pursuant to Section 521 of the Bankruptcy Code and Rule 1007(b) of
the Federal Rules of Bankruptcy Procedure, VeraSun Energy Corp.
and its debtor-affiliate are required to file (i) schedules of
assets and liabilities, (ii) schedules of executory contracts and
unexpired leases, and (iii) statements of financial affairs by
Nov. 30, 2008.

By this motion, the Debtors seek an extension of their deadline to
file their Schedules and Statements from Nov. 30, 2008,  through
and including Jan. 14, 2009.

Pursuant to Rule 1007-1(b) of the Local Rules of Bankruptcy
Procedures for the District of Delaware, the deadline for filing
Schedules and Statements is automatically extended to the date
that is 30 days after the Petition Date if (i) the debtor's
petition is accompanied by a list of all the debtor's creditors
and their addresses, in accordance with Local Rule 1007-2; and
(ii) the total number of creditors in the debtor's case exceeds
200.

The Debtors' proposed counsel, Mark S. Chehi, Esq., at Skadden
Arps Slate Meagher & Flom LLP, in Wilmington, Delaware, relates
that the Debtors' bankruptcy petitions are accompanied by a
consolidated list of creditors and their addresses.  The Debtors
listed in excess of 15,000 creditors.

"Given the size and complexity of the Debtors' businesses and the
fact that certain prepetition obligations have not yet been
identified or entered into the Debtors' financial accounting
systems, the Debtors do not believe that they will be in a
position to accurately complete their Schedules and Statements
within Nov. 30, 2008," tells the United States Bankruptcy Court
for the District of Delaware.

Mr. Chehi contends that the Debtors' business operations require
them to maintain voluminous books and records and complex
accounting systems.  He notes that to prepare the Schedules and
Statements, the Debtors and their advisors must gather, review,
and assemble information from books, records, and documents
related to thousands of transactions.

"Consequently, collecting the information necessary to complete
the Schedules and Statements will require substantial time and
effort on the part of the Debtors' employees," Mr. Chehi says.

In light of the amount of work entailed in completing the
Schedules and Statements, as well as the size of the Debtors'
cases, the substantial burdens already imposed on management by
the commencement of the Chapter 11 cases, the limited number of
employees available to collect the required information, the
competing demands upon such employees, and the time and attention
the Debtors must devote to the restructuring process, the Debtors
submit that "cause" exists to extend the deadline by 45 days.

Mr. Chehi assures that Court that the Debtors intend to complete
the Schedules and Statements as quickly as possible under the
circumstances because the Debtors recognize the Schedules'
importance.

The Court will convene a hearing on Dec. 2, 2008, at 10:00 a.m.,
to consider the Debtors' request.  By application of Rule
9006-2 of the Local Rules of Bankruptcy Practice and Procedures
of the United States Bankruptcy Court for the District of
Delaware, the Removal Period is automatically extended through
the conclusion of that hearing.

                  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. 5; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Wants to Hire Skadden Arps as Bankruptcy Counsel
----------------------------------------------------------------
VeraSun Energy Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Skadden, Arps, Slate, Meagher & Flom, LLP, as bankruptcy
counsel, under a general retainer.

Mark D. Dickey, senior vice president, general counsel, and
corporate secretary of the Debtors, relates that before the
Petition Date, Skadden has represented US BioEnergy Corporation
and its subsidiaries with respect to a wide range of corporate
matters, including the representation of US BioEnergy in its
merger with VeraSun Energy Corporation.

Thereafter, Mr. Dickey says, Skadden has continued to represent
the Debtors in various corporate matters.  He adds that in the
period preceding the Chapter 11 cases, the Debtors sought the
services of Skadden with respect to, among other things, advice
regarding restructuring matters in general and preparation for
the Chapter 11 cases.  "In this regard, Skadden has performed
extensive legal work for the Debtors in connection with their
ongoing restructuring efforts including, but not limited to,
financing and creditor issues," Mr. Dickey points out.

As a result, Mr. Dickey contends that Skadden has acquired
extensive knowledge of the Debtors and their businesses and is
familiar with the Debtors' capital structure, corporate
structure, financing documents and other material agreements.

The Debtors believe that continued representation by Skadden is
critical to their efforts to restructure their businesses because
Skadden is extremely familiar with their businesses and legal
financial affairs.

Mr. Dickey adds that Skadden has vast experience and knowledge in
the field of debtors' and creditors' rights and business
reorganizations under Chapter 11 of the Bankruptcy Code.  He also
points out that Skadden maintains an office in the District of
Delaware so that the Debtors will be able to minimize the
duplication of effort in their cases and avoid the expense of
retaining local counsel.

As the Debtors' bankruptcy counsel, Skadden will:

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

  (b) attend meetings and negotiating with representatives of
      creditors and other parties-in-interest and provide advice
      and consultation on the conduct of the Chapter 11 Cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11;

  (c) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      behalf of the Debtors' estates, the defense of any actions
      commenced against those estates, negotiations concerning
      litigation in which the Debtors may be involved, and
      objections to claims filed against the estates;

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

  (e) prepare and negotiate on the Debtors' behalf plan of
      reorganization, disclosure statement and all related
      agreements and documents and taking any necessary action
      on behalf of the Debtors to obtain confirmation of the
      reorganization plan;

  (f) advise the Debtors in connection with any sale of assets;

  (g) perform other necessary legal services and provide other
      necessary legal advice to the Debtors in connection with
      the Chapter 11 Cases; and

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

For professional services, Skadden's fees will be based in part
on its guideline hourly rates.  Skadden will be providing
professional services to the Debtors under its bundled rate
schedules and, therefore, will not be seeking separate
compensation for certain staff and clerical personnel who also
record time spent working on matters.

Skadden's hourly rates under the bundled rate structure range
from $665 to $950 for partners and of counsel and $325 to $610
for counsel, special counsel and associates.

Before the Petition Date, the Debtors were invoiced and rendered
a payment of $3,860,834 to Skadden in the ordinary course of
business on account of fees and expenses incurred between
April 1, 2008 and Sept. 30, 2008.  On Oct. 30, 2008, the
Debtors paid $1,800,000 to Skadden on account of estimated
unposted fees and expenses incurred between Oct. 1, 2008, and
Oct. 31, 2008, for which the Debtors had not yet been billed.

Skadden issued a final billing statement of $1,749,659 for the
actual fees, charges, and disbursements for the period before the
Petition Date.  Mr. Dickey relates that Skadden will hold the
excess payment of $50,341 in a retainer account to pay any fees,
charges and disbursements which remain unpaid at the end of the
reorganization cases.

The Debtors submit that members, counsel and associates of
Skadden do not have any connection with any of the Debtors, their
creditors or any other party in interest, including the United
States Trustee.  They tell the Court that Skadden and its members
are "disinterested persons" as the term is defined in Section
101(14) of the Bankruptcy Code, and do not hold or represent any
interest adverse to the estates.

                  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. 5; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VLADIMIR TEMKIN: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Vladimir Temkin
        17937 Magnolia Blvd.,  Apt. 18
        Encino, CA 91316-3341

Bankruptcy Case No.: 08-19084

Chapter 11 Petition Date: November 13, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Peter T. Steinberg, Esq.
                  mr.aloha@sbcglobal.net
                  Steinberg, Nutter and Brent Law Corp.
                  23801 Calabasas Rd Ste 2031
                  Calabasas, CA 91302
                  Tel: (818) 876-8535
                  Fax: (818) 876-8536

Total Assets: $1,486,020

Total Debts: $1,444,475

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

          http://bankrupt.com/misc/califcb08-19084.pdf


WACHOVIA 2006-WHALE 7: Fitch Downgrades Ratings on 10 Classes
-------------------------------------------------------------
Fitch Ratings downgrades and assigns Rating Outlooks to these
classes of Wachovia 2006-Whale 7:

  -- $64.9 million class H to 'BBB' from 'A-'; Outlook Stable;
  -- $21.9 million class J to 'BB+' from 'BBB+'; Outlook Stable;
  -- $25.4 million class K to 'BB' from 'BBB'; Outlook Stable;
  -- $28.3 million class L to 'BB-' from 'BBB-'; Outlook Negative.

Additionally, Fitch downgrades and assigns Rating Outlooks to
these rake classes:

  -- $68.9 million class KH-1 to 'BB' from 'BBB-'; Outlook
     Negative;

  -- $54.1 million class KH-2 to 'BB-' from 'BB+'; Outlook
     Negative;

  -- $3.3 million class WA to 'B' from 'A'; Outlook Negative;

  -- $2 million class BP-1 to 'BB+' from 'BBB'; Outlook Negative;

  -- $2.2 million class BP-2 to 'BB' from 'BBB-'; Outlook
     Negative;

  -- $1.2 million class CM to 'BB+' from 'BBB-'; Outlook Negative.

Fitch also affirms these classes and assigns Rating Outlooks:

  -- $1,180.5 million class A-1 at 'AAA'; Outlook Stable;
  -- $573.5 million class A-2 at 'AAA'; Outlook Stable;
  -- Interest-only class X-1A at 'AAA'; Outlook Stable;
  -- Interest-only class X-1B at 'AAA'; Outlook Stable;
  -- $98.6 million class B at 'AA+'; Outlook Stable;
  -- $95 million class C at 'AA'; Outlook Stable;
  -- $76.8 million class D at 'AA'; Outlook Stable;
  -- $75.2 million class E at 'AA-'; Outlook Stable;
  -- $70.4 million class F at 'A+'; Outlook Stable;
  -- $71.8 million class G at 'A'; Outlook Stable.

Additionally, Fitch affirms these rake classes and assigns Rating
Outlooks:

  -- $18 million class BH-1 at 'A-'; Outlook Stable;
  -- $28 million class BH-2 at 'BBB+'; Outlook Stable;
  -- $56 million class BH-3 at 'BBB-'; Outlook Stable;
  -- $46 million class BH-4 at 'BB+'; Outlook Stable;
  -- $5 million class WB at 'BB'; Outlook Stable;
  -- $2.3 million class MB-1 at 'BBB+'; Outlook Stable;
  -- $2.6 million class MB-2 at 'BBB'; Outlook Stable;
  -- $2.6 million class MB-3 'BBB-'; Outlook Stable;
  -- $2.5 million class MB-4 at 'BBB-'; Outlook Stable.

Rake class UV has paid in full.

The downgrade of class L is a result of lowering the shadow
ratings on these four Fitch Loans of Concern: Kyo-Ya Hotel Pool
(39.4%), Westin Aruba (3.7%), Broadreach Office Portfolio (2.4%),
and Colonial Mall Myrtle Beach (1.4%).

The downgrade of class WA is a result of lowering the shadow
rating on Westin Aruba.  The Westin Aruba loan is secured by a 478
room hotel in Palm Beach, Aruba.  The loan was foreclosed upon by
the mezzanine position in May 2007.  In addition, the property
failed to meet the requirements for a loan extension at its
initial maturity date (April 2008).  Negotiations are still
underway for potential extension and modification of the loan
agreement.  Fitch believes that losses are likely on this loan.

The downgrade of classes KH-1 and KH-2 is a result of lowering the
shadow rating on the Kyo-Ya Hotel Pool loan due to slower than
expected recovery from ongoing renovations as well as associated
renovation cost overruns at certain properties.  The loan is
secured by six hotels; five in Hawaii and one in San Francisco.
Substantial renovations are yet to be completed and the expected
revenue increases after renovations are not likely to occur given
current market conditions.

The downgrade of classes BP-1 and BP-2 is a result of lowering the
shadow rating on the Broadreach Office Portfolio loan.  The loan
is secured by nine office properties in several submarkets of Los
Angeles and San Diego, California.  The portfolio's occupancy
levels have historically been below market levels.  As of June
2008, the portfolio was 77% occupied.  Given current market
conditions, it may be difficult for the portfolio to stabilize as
expected at issuance.

The rating affirmations are due to the remaining properties
performing as expected at issuance.  As of the October 2008
distribution date, the transaction's aggregate certificate balance
has decreased 17.1% to $2,677 million from $3,231 million at
issuance.

The Rating Outlooks reflect the likely rating changes over the
next one to two years.  Negative Outlooks reflect loans that are
behind on their stabilization plans or where economic pressures
may make execution of the original business plans less feasible.
The transaction had nineteen interest only (IO) loans in the pool
at issuance.  To date, seven loans have paid off: the Albertsons
Pool loan, the 1450 Broadway loan, the Longhouse Hospitality Pool
loan, the Holiday Inn Soho loan, the James Chicago Loan, the
University Village loan, and the Market Place I and II loan.
Three loans, Kyo-ya Hotel Pool, Jameson Inns Pool and Broadreach
Office Portfolio, had partial releases, which have reduced the
outstanding balance of the loans.

There are twelve loans remaining in the pool.  The collateral
includes loans on hotels (76.6%), office (22.2%), and retail
(1.2%) properties.  Eight pooled senior participations included in
the trust are shadow rated investment-grade.  The non-pooled
participation interests of seven loans in the trust, Kyo-ya Hotel
Pool, Boca Resorts Hotel Pool, Westin Aruba, Broadreach Office
Portfolio, 6300 Wilshire Boulevard, 4000 MacArthur Boulevard, and
Colonial Mall Myrtle Beach are structured as stand-alone raked
classes.


WACHOVIA BANK: Fitch Puts Ratings of Six Classes on Negative Watch
------------------------------------------------------------------
Fitch Ratings places six classes of Wachovia Bank Commercial
Mortgage Trust, series 2007-WHALE 8, commercial mortgage pass-
through certificates on Rating Watch Negative:

  -- $10,138,000 class J 'BBB+';
  -- $5,197,000 class K 'BBB';
  -- $12,503,000 class L 'BBB-';
  -- $53,020,858 class LXR-1 'BBB+';
  -- $70,759,454 class LXR-2 'BBB-';
  -- $3,300,000 class FSN-1 rated 'BB+'.

In addition, Fitch affirms and assigns Rating Outlooks to these
classes:

  -- $776,288,203 class A-1 'AAA'; Outlook Stable;
  -- $345, 361,000 class A-2 'AAA'; Outlook Stable;
  -- Interest only classes X-1A and X-1B 'AAA'; Outlook Stable;
  -- $61,593,000 class B 'AA+'; Outlook Stable;
  -- $47,506,000 class C 'AA+'; Outlook Stable;
  -- $71,159,000 class D 'AA'; Outlook Stable;
  -- $46,604,000 class E 'AA-'; Outlook Stable;
  -- $46,604,000 class F 'A+'; Outlook Stable;
  -- $46,605,000 class G 'A'; Outlook Stable;
  -- $30,448,000 class H 'A-'; Outlook Stable;
  -- $2,452,364 class AP-1 'BBB'; Outlook Stable;
  -- $6,359,036 class AP-2 'BBB-'; Outlook Stable;
  -- $3,800,000 class LP-1 'BBB'; Outlook Stable;
  -- $9,100,000 class LP-2 'BBB-'; Outlook Stable;
  -- $2,100,000 class LP-3 'BB+'; Outlook Stable;
  -- $3,800,000 class HH-1 'BBB-'; Outlook Stable;
  -- $3,600,000 class MH-1 'BBB-'; Outlook Negative.

Fitch does not rate the non-pooled AP-3, AP-4, HH-2, FSN-2 and MH-
2 classes. Class FA has paid in full.

The Rating Watch Negative placements for classes J, K, L, LXR-1,
and LXR-2 are due to concern surrounding the stabilization of LXR
Hospitality Pool (63.9%), the largest loan in the pool, based on
the expected impact of the current market conditions on hotel
performance, as well as future casino revenue.

The Rating Watch Negative placement for class FSN-1 is a result of
the transfer to special servicing of the seventh largest loan in
the pool (3.5%), Four Seasons Nevis.  The property suffered damage
and flooding from Hurricane Omar on Oct. 15, 2008 and is currently
closed.  The loan had a scheduled maturity date of Oct. 9, 2008;
however, it transferred to special servicing on Oct. 23, 2008
after failing to meet the extension conditions in light of the
hotel's closure.  An estimate of the damage is not currently
known. Fitch will monitor the damage reports and insurance claims
as they become available.

The rating affirmations are the result of the remaining assets
performing as expected at issuance.  Class MH-1 has been assigned
a Negative Outlook due to slower than expected stabilization for
the Mondrian Hotel than Fitch assumed at issuance.  The Rating
Outlooks reflect the likely direction of any rating changes over
the next one to two years.

As of the October 2008 distribution, the transaction's aggregate
certificate balance has decreased 14.8% to $1.678 billion from
$1.968 billion at issuance.  The nine remaining loans in the
transaction are interest-only, and the 14.8% pay down is due to
the fourth largest loan, 717 Fifth Avenue paying in full, and the
release of collateral from three loans, LXR Hospitality, Ashford
Hospitality and Southeast Multifamily Pool.

Currently, hotel assets collateralize seven loans or 95% of the
pool, and a portfolio of multifamily properties and a golf course
represent 3% and 2% of the pool, respectively.  All pooled senior
participations included in the trust are shadow rated investment
grade.  The non-pooled participation interest of seven loans in
the trust, LXR Hospitality Pool, Ashford Hospitality Pool,
Longhouse Hospitality Pool, Hudson Hotel, Four Seasons Nevis, and
Mondrian Hotel, are structured as rake classes.

LXR Hospitality Portfolio, the largest loan, has paid down
principal due to release of collateral.  The loan is currently
collateralized by a portfolio of 12 hotels representing 4,742
rooms located in Florida, California, Arizona, New York, Puerto
Rico and Jamaica. The unadjusted servicer provided combined
occupancy for the trailing twelve months ending July 2008 was
63.5% while the average daily rate was $217.04 and RevPAR was
$137.76.  This is comparable to Fitch expectations.  However, the
three properties located in Puerto Rico derive a portion of their
revenue from casino income and have suffered significant declines
in casino revenue.  Fitch will review details regarding the casino
revenue declines.  Downgrades are likely if current lower revenues
are expected to continue.  In addition, Fitch will monitor the
performance of the portfolio in light of expected stress on the
hotel industry due to current market conditions. The loan has a
May 9, 2009 maturity date with three one-year extension options.
Longhouse Portfolio, the second largest loan (10%), is secured by
42 extended-stay hotels representing 5,600 rooms located in 11
states.  The August 2008 servicer provided portfolio occupancy was
69.4%, ADR was $45 and RevPAR was $31, comparable to Fitch
expectations. The loan has a June 9, 2009 maturity with three one-
year extension options.

The third largest loan, Hudson Hotel, is collateralized by an 805-
room hotel located in New York.  The July 2008 servicer provided
portfolio occupancy was 89.9%, ADR was $270 and RevPAR was $243,
compared with 87.1%, $262, and $229, respectively, at issuance.
The loan has a July 12, 2010 maturity with one 15-month extension
option.

The remaining balance of the scheduled maturities is 82.7% in 2009
and 13.8% in 2010, and all have extension options, except Troon
North Golf (2%) which matures in 2010.


WASHINGTON MUTUAL: Can't File 3rd Quarter Report On Time
--------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated Nov. 11, 2008, William Kosturos, chief
restructuring officer of Washington Mutual, Inc., disclosed that
WaMu is not able to file its quarterly report on Form 10-Q for
the quarter ending Sept. 30, 2008, on time.

WaMu is currently unable to complete the preparation of its
consolidated financial statements for the Quarter, as it does not
have access to the necessary personnel and to major components of
its books, records and systems,  Mr. Kosturos explained, citing
the seizure of Washington Mutual Bank by the Federal Deposit
Insurance Corporation and its subsequent sale to JPMorgan Chase
Bank.

WaMu does not have the capacity to have its consolidated
financial statements reviewed by independent auditors and
certified by its current executive officers, Mr. Kosturos added.

Based on currently available information, WaMu's results of
operations for the Third Quarter will be "significantly different
from those for the corresponding period for the last fiscal year
due to significant developments that have occurred," particularly
the sale of WMB to the JPMorgan Chase on September 25.

WaMu, however, is "unable to provide a reasonable estimate of its
results," Mr. Kosturos told the SEC.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.


WASHINGTON MUTUAL: Court Moves Schedules Deadline to December 1
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
will continue to a later date the hearing with respect to
Washington Mutual, Inc., and WMI Investment Corp.'s request to
extend the deadline for the filing of their schedules of assets
and liabilities; schedules of current income and expenditures;
schedules of executory contracts and unexpired leases; and
statements of financial affairs.

Pending court ruling on the Debtors' request, Judge Mary Walrath
extends the Schedules Filing Deadline, through and including
Dec. 1, 2008.

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.


WASHINGTON MUTUAL: Incurs $45.6BB Asset Writedowns, Credit Losses
-----------------------------------------------------------------
Washington Mutual, Inc., incurred $45.6 billion in asset
writedowns and credit losses, landing fifth among more than
100 of the world's biggest banks and securities firms, according
to a Bloomberg News report on Nov. 12, 2008.

WaMu's writedowns, which forms part of the $704.3 billion
aggregate loss of the companies, stem from the collapse of the
U.S. subprime-mortgage market, and reflect (i) credit losses or
writedowns of mortgage assets that aren't subprime, and (ii)
charges taken on leveraged-loan commitments since the beginning
of 2007, Bloomberg noted.

The credit losses include increase in the provisions for bad
loans, as impacted by the rising defaults in mortgage payments,
according to the report.

Bloomberg's listing showed that WaMu raised a capital of $12.1
billion to cope with the Losses.  The Capital the Company raised,
which accounted for data beginning in July 2007, includes common
stock, preferred shares, subordinated debt and hybrid securities,
Bloomberg said.

Wachovia Corporation topped the list with $96.5 billion in
writedowns and losses, and enlisted a raised capital of $11
billion.  Other companies which also incurred billions of dollars
in losses are Citigroup Inc., Merrill Lynch & Co., UBS AG, HSBC
Holdings Plc, Bank of America Corp., National City Corp.,
JPMorgan Chase & Co., Wells Fargo & Company, Morgan Stanley,
Royal Bank of Scotland Group Plc, and Lehman Brothers Holdings
Inc.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.


WELLMAN INC: Court Finally Sends Plan to Creditors for Voting
-------------------------------------------------------------
The Bankruptcy Court has approved Wellman, Inc.'s Amended
Disclosure Statement and authorized the company to begin
soliciting votes on its plan of reorganization.

The Plan contemplates the:

   -- The debt of the first and second lien holders will be
      converted into equity of the reorganized company --
      "Reorganized Wellman".  The first lien holders will receive
      70%, and the second lien holders will receive 30% of the
      common stock of Reorganized Wellman on the Plan's effective
      date, subject to dilution by the conversion of the newly
      issued convertible notes.

   -- The company will receive $90 million in cash in exchange for
      $120 million of convertible notes issued through a rights
      offering, which will be offered to the first and second lien
      holders.  These notes can be converted into 60% of the
      common stock of Reorganized Wellman.  The $90 million will
      be used to repay amounts borrowed under its Debtor in
      Possession Credit Agreement and pay certain deferred
      financing fees, administrative expenses, priority claims,
      cure payments and professional fees.

   -- The first lien holders will receive the proceeds from the
      sale of the property, plant, and equipment associated with
      the company's Palmetto facility.

   -- The second lien holders will receive approximately 80% of
      the proceeds, if any, of a litigation trust and the general
      unsecured creditors will receive the remainder.

The Plan provides that the company will emerge from Bankruptcy
provided these three events occur:

   -- The company receives $90 million in cash proceeds from the
      rights offering;

   -- The first and second lien holder classes both vote to accept
      the plan of reorganization; and

   -- Payments required for certain administrative expenses,
      priority claims and cure claims do not exceed $28 million.

If any of the three events listed above does not occur, the
company will immediately begin the process of liquidating its
remaining assets in cooperation with its DIP Lenders.  It is
likely that the operations of the company's Pearl River facility
located in Hancock County, MS would be shut down as part of this
process.

The company has obtained an amendment of its DIP Facility, which
provides that the company must achieve the following milestones in
order to remain in compliance with the DIP Facility:

   -- Receive an acceptable backstop commitment for the rights
      offering on or before Nov. 25, 2008;

   -- Obtain an order confirming the Plan by Dec. 16, 2008; and

   -- Emerge from bankruptcy prior to Dec. 31, 2008.

Mark Ruday, Wellman's chief executive officer, stated:  "We have
worked very hard in extremely difficult economic times to
preserve value for all of our stakeholders.  Based on our current
situation, we believe the Plan provides the best opportunity for
our creditors to maximize their recoveries in these Chapter 11
cases. We look forward to working with our customers, vendors,
employees and other stakeholders to emerge from bankruptcy as a
stronger, more profitable and highly competitive company."

                        About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.  Lazard Freres & Co., LLC, acts as
the Debtors' financial advisors and investment bankers.  Conway,
Del Genio, Gries & Co., LLC, was also retained as the Debtors'
chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets of
$124,277,177 and total liabilities of $600,084,885, as of Dec. 31,
2007, on a stand-alone basis.  Debtor-affiliate ALG, Inc., listed
assets between $500 million and $1 billion on a stand-alone basis
at the time of the bankruptcy filing.  Debtor-affiliates Fiber
Industries Inc., Prince Inc., and Wellman of Mississippi Inc.,
listed assets between $100 million and $500 million at the time of
their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WORLDSPACE INC: Quest Turnaround Okayed as Restructuring Advisor
----------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware authorized WorldSpace Inc. and its
debtor-affiliates to employ Quest Turnaround Advisors LLC as their
restructuring advisor.

Judge Walsh appointed Robert A. Schmitz as chief restructuring
officer.

The firm is expected to (i) market the assets of the Debtors and
their non-debtor affiliates; (ii) pursue alternative forms of
financing for the Debtors; and (iii) pursue all other general
reorganization objectives.  In addition, Mr. Schmitz will, among
other things:

   a) manage the legal aspects of the Chapter 11 cases in
      conjunction with the Debtors' counsel;

   b) monitor potential conflicts of interest related to these
      Chapter 11 cases and in connection with any proposed asset
      sales;

   c) recommend to the Debtors' board of directors certain
      bankruptcy objectives, including:

      -- distributing proceeds of asst recoveries to secured
         creditors;

      -- developing and negotiating a Chapter 11 plan;

      -- undertaking and completing a claims reconciliation
         process including claims by one Debtor against another
         Debtor;

      -- negotiating with the secured lenders, any creditors'
         committee after its information, and other committees or
         other parties in interest that may be formed or appear
         throughout the cases; and

      -- supervising other professionals that may be employed
         throughout the Chapter 11 cases;

   d) provide the Debtors' board with information of the Debtors'
      and their business and affairs as may be required for the
      due performance of its duties and functions; and

   e) undertake other reasonable actions requested by the Board
      that are consistent with the Bankruptcy Code and the
      Debtors' charters, bylaws and other governing Documents.

Mr. Schmitz will be paid $90,000 per month.

Jeffrey A. Brodsky, co-founder and managing director of the firm,
assured the Court that the firm is a "disinterest person" as
defined in Section 101(14) of the Bankruptcy Code.

                         About WorldSpace

WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- was
organized on July 29, 1990, and incorporated in the State of
Maryland on November 5, 1990. WorldSpace, Inc. and subsidiaries is
engaged in the design, development, construction, deployment and
financing of a satellite-based radio and data broadcasting
service, which serve areas of the world where traditional
broadcast media or internet services are limited. The Company,
which operates in 10 countries, has one satellite in orbit over
Africa, another over Asia and a completed third satellite
currently in storage. This satellite, which can be used to replace
either of the company's two operational satellites may also be
modified and launched to provide DARS in Western Europe. The
Debtor and two of its affiliates filed for Chapter 11 bankruptcy
protection on Oct. 17, 2008 (Bankr. D.Del., Case No. 08-12412 -
08-12414). Laura Davis Jones, Esq., at Pachulski Stang Ziehl
&Jones, LLP, and Shearman & Sterling LLP, are the Debtors'
counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors. The Committee selects
Elliot Greenleaf as its counsel. When the Debtors filed for
bankruptcy, they listed total assets of $307,382,000 and total
debts of $2,122,904,000.


WORLDSPACE INC: Gets Final Approval to Use $13MM Citadel Facility
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware authorized WorldSpace Inc. and its
debtor-affiliates to obtain, on a final basis, up to $13 million
in postpetition financing from a syndicate of financial
institution including Citadel Energy Holdings LLC, Highbridge
International LLC, OZ Master Fund Ltd., and AG Offshore
Convertibles Ltd under a secured superpriority priming debtor-in-
possession facility agreement dated Nov. 5, 2008, as amended

According to the Troubled Company Reporter on Nov. 4, 2008,
the Debtors were allowed to access up to $6.5 million in financing
from the lenders on an interim basis.  The Court authorized the
Debtors to access cash collateral securing repayment of secured
loans to the lender in accordance with the DIP budget.

The Debtor said they need access to cash to meet their ongoing
liquidity needs.  Other than de minimis amounts of cash remaining
from the emergency fund, the Debtors do not have any available
sources of funds.  The Debtors argued that they have an urgent
need for additional working capital to continue their operations
and to facilitate a sale of their estate.

The proceeds of the loan will be used to pay specific asset
preservation disbursements limited to:

  a) regional operating centers in Silver Spring and Melbourne,
     BOCs in London, Johannesburg and Singapore, TCR facilities
     in Bangalore, Mauritius and Melbourne, satellite storage,
     insurance for satellites and related facilities and other
     fees including orbit support and license fees;

  b) pay specific payroll disbursements for the CRO, certain
     essential non-ROC employees, employees in Australia,
     Singapore, UK and South Africa;

  c) pay certain agreed expenses for certain critical vendors;
     and

  d) pay Chapter 11 and restructuring related costs and
      professionals fees.

The lenders agreed to provide to the Debtors, on a final basis, up
to $13 million in financing that matures 90 days after their
bankruptcy filing.  The facility will incur interest at LIBOR plus
2%, with a LIBOR minimum of 3.5%.

The facility is subject to carve-outs for payment of statutory
fees payable to the U.S. Trustee and allowed fees and expenses of
professionals retained by the Debtors and any committee.  There is
a $150,000 carve-out in the aggregate for payment to allowed fees
and expenses of professional advisors employed by the Debtors.

The DIP loan contains customary and appropriate events of default
including, among other things, failure to pay interest, principal
and fees when they became due.

To secure their DIP obligations, the lenders will be granted
superpriority administrative expense status over all and any
administrative expense and unsecured claims against the Debtors.

A full-text copy of the Debtors' DIP budget is available for free
at http://ResearchArchives.com/t/s?3479

A full-text copy of the Debtors and lenders' secured superpriority
priming debtor-in-possesion facility agreement is available for
free at http://ResearchArchives.com/t/s?347b

                         About WorldSpace

WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- was
organized on July 29, 1990, and incorporated in the State of
Maryland on November 5, 1990. WorldSpace, Inc. and subsidiaries is
engaged in the design, development, construction, deployment and
financing of a satellite-based radio and data broadcasting
service, which serve areas of the world where traditional
broadcast media or internet services are limited. The Company,
which operates in 10 countries, has one satellite in orbit over
Africa, another over Asia and a completed third satellite
currently in storage. This satellite, which can be used to replace
either of the company's two operational satellites may also be
modified and launched to provide DARS in Western Europe. The
Debtor and two of its affiliates filed for Chapter 11 bankruptcy
protection on Oct. 17, 2008 (Bankr. D.Del., Case No. 08-12412 -
08-12414). Laura Davis Jones, Esq., at Pachulski Stang Ziehl
&Jones, LLP, and Shearman & Sterling LLP, are the Debtors'
counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors. The Committee selects
Elliot Greenleaf as its counsel. When the Debtors filed for
bankruptcy, they listed total assets of $307,382,000 and total
debts of $2,122,904,000.


YELLOWSTONE CLUB: Court Okays $4.5MM Loan From Credit Suisse
------------------------------------------------------------
The Associated Press reports that the Hon. Ralph Kirscher of the
U.S. Bankruptcy Court for the District of Montana has issued an
interim order approving Yellowstone Club's requested $4.5 million
loan.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club was seeking the Court's approval of a $4.5
million loan to open for the winter season.

The AP relates that Credit Suisse will provide the loan.  Judge
Kirscher, according to the report, said that the loan will give
Yellowstone Club enough money to operate only for the next three
weeks.

Robert Struckman at Newwest.net relates that loan will allow
Yellowstone Club managers and its creditors to work out a long-
term plan to save club.  The report says that Yellowstone Club had
been operating without cash for a week or more.

Court documents say that Yellowstone Club's debts now total
$399 million -- about $56 million more than previously estimated.
According to the documents, the firm no has $599 million in
assets.

Newwest.net states that Judge Kirscher has set the next hearing
for Nov. 25, 2008.

According to Newwest.net, Credit Suisse -- Yellowstone Club's
long-time lender which is owed $307 million -- and CrossHarbor
Capital Partners, a Boston-based hedge fund led by investor and
club member Sam Byrne, are seeking to acquire Yellowstone Club.
CrossHarbor Capital, says Newwest.net, negotiated for more than a
year to purchase Yellowstone Club before its financial problems.
CrossHarbor Capital loaned Yellowstone Club owner Edra Blixseth
about $35 million to help her buy out ex-husband and founder Tim
Blixseth, and had offered a $18 million loan to keep Yellowstone
Club open until Feb. 13, 2008, the report states.

Yellowstone Club's members demand to know what happened to $463
million in club dues and past loans, The AP reports.

                    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.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.


* McCarter & English Adds Robert J. Hoelscher as Partner
--------------------------------------------------------
McCarter & English disclosed that bankruptcy and commercial
workout lawyer Robert J. Hoelscher has joined the Philadelphia
office as a partner.

Formerly assistant general counsel for Wachovia Corporation and,
before that, in private practice in Philadelphia, Mr. Hoelscher
has over 20 years experience in commercial bankruptcy and
creditors' rights matters, with an emphasis on restructuring and
exercising remedies on credit facilities involving both personal
property and real estate collateral.  He has also litigated
foreclosures, lender liability claims, and other commercial
disputes.

"We are delighted that [Mr. Hoelscher] is joining us," said
Alexander Kerr, managing partner of McCarter's Philadelphia
office.  "The debtor-creditor practice has always been an
important one for the firm.  We're particularly happy, given
today's economy, to add such a seasoned bankruptcy and workout
professional here in Philadelphia."

Mr. Hoelscher is a graduate of Harvard Law School (J.D. cum laude,
1977) and Pennsylvania State University (B.A. with highest
distinction, 1974).  He is admitted to practice in Pennsylvania
and New Jersey and before the U.S. Court of Appeals, Third
Circuit; U.S. District Court, District of New Jersey; and U.S.
District Court, Middle and Eastern Districts of Pennsylvania.  A
Certified Mediator for the United States Bankruptcy Court for the
Eastern District of Pennsylvania, Mr. Hoelscher serves as a
Discussion Leader for the Eastern District of Pennsylvania
Bankruptcy Conference. He is also a member of the Board of
Directors of the Consumer Bankruptcy Assistance Project.

                  About McCarter & English LLP

Headquartered in Newark, New Jersey, McCarter & English LLP --
http://www.mccarter.com/-- established more than 160 years ago,
represents Fortune 500 and middle-market companies in their
national, regional and local litigation and on important
transactions.  Its 400 attorneys are based in offices in Boston,
Hartford, New York, Newark, Philadelphia, Stamford and Wilmington.


* Moody's Monitors BANs as Notes Reach Maturity in Unsure Market
----------------------------------------------------------------
In response to recent disruptions in the credit market, Moody's
Investors Service has intensified its surveillance of municipal
rated bond anticipation notes (BANs) and, in a new report,
outlines conditions that would prompt concern about an issuer's
ability to repay notes that are nearing maturity.

"There have been no defaults on Moody's-rated BANs due to the
failure of an issuer to access markets on a timely basis to retire
maturing notes," said Moody's Vice President Henrietta Chang,
author of the report.  "If Moody's believe there are any material
concerns about the likelihood or timeliness of payment about a
particular BAN, the rating is likely to be placed on Watchlist for
possible downgrade."

Short-term notes, BANs are generally repaid from the proceeds of
the issuance of another series of BANs or of permanent long-term
debt.  The majority of BAN ratings are based on the likelihood
that maturing notes will be refinanced with either a replacement
note or long-term bond issue at the time of issue, making market
access a critical issue for credit analysis.

"However, credit turmoil in the municipal market has reduced
investor demand for municipal short- and long-term debt," said
Chang.  "Although investor demand has partially recovered in
recent weeks, market access remains significantly disrupted for
many local government issuers in the U.S., making financing and
refinancing for BANs very challenging."

She said Moody's is assessing outstanding BAN ratings to determine
whether the issuer has fully prepared for payment on the notes,
including contingency planning and providing for alternative
funding in the event that they cannot execute their initial plans
for market access.

Moody's has also recently updated its methodology for assigning
ratings to new BANs.  One of the key methodology changes is that,
in order to obtain a MIG 1 BAN rating, an issuer must carry a
general obligation, have an issuer rating of A3 or higher on the
municipal rating scale, or demonstrate other factors that would
ensure note repayment if market access is limited.


* Moody's Says Homebuilders' Bond Treaties Offer More Protection
----------------------------------------------------------------
Homebuilder bond covenants generally offer bondholders better-
than-average protection against actions by issuers that could hurt
their investment, such as a merger with a weaker company or piling
on additional debt, according to a new study from Moody's
Investors Service.

"Homebuilder bonds show superior protection because the trend
toward issuing 'covenant-lite' speculative-grade bonds Moody's saw
in recent years was somewhat less prevalent among homebuilders
than in other corporate sectors," said Alex Dill, Senior Covenant
Officer and head of Moody's Covenant Quality Assessment service.
Key creditor protections typical in speculative-grade bonds issued
by homebuilders include the right to put the bonds back to the
company in the event of a merger or other change in control, and
caps on additional debt the issuers can incur or cash they can pay
out relative to their total assets and income.

The homebuilding sector has suffered repeated and continuous
ratings downgrades since the onset of the credit turmoil.  The
strength of covenants can become a critical factor in creditors'
ability to curtail issuers from taking on more risk -- market
conditions and liquidity permitting.  Strong covenants can also
improve creditors' ultimate recovery in the event of a default,
because bond issuers subject to tight covenants typically have
more assets left at the time of a default than those not subject
to debt incurrence covenants.

Change of control puts offer important protection.  The change of
control put option was included in 53% of the bonds in Moody's
assessed homebuilder population. Among those bonds with investor
puts, 78% have no ratings downgrade condition, placing this
covenant in Moody's highest level of covenant protection.

"Covenants that allow investors to put their bonds back to the
company if a change in control that hurts their interests occurs
can provide important event-risk protection," Dill said.  "This
will be particularly important if Moody's see consolidation in the
homebuilding sector."

The key source of covenant strength among homebuilders' bonds
relative to other corporate sectors is the lower prevalence of
'covenant-lite' bonds, which are bonds that were speculative-grade
at issuance, but nevertheless had the weak covenant protections
typical of investment-grade bonds.

For example, 55% of homebuilders' bonds in Moody's covenant
database that were rated in the Ba rating category (the upper-end
of speculative-grade) at issuance had the protective covenants
traditionally attached to high-yield bonds, compared to just 27%
of Ba bonds issued in non-homebuilding sectors.

Moody's covenant commentary is based on its experience in
evaluating bondholder protections in connection with its Covenant
Quality Assessment Service.  By subscribing to Moody's Covenant
Service, users gain access to Moody's team of covenant experts,
Covenant Quality Assessment reports on over 400 issuers, and a
database containing information on 1,500 individual bonds.


* Standard and Poor's Reports on Rising CMBS Delinquencies
----------------------------------------------------------
Despite its steady increase throughout the first three quarters of
this year, the delinquency rate among commercial mortgage-backed
securities remained low at 0.56% at the end of the third quarter,
according to a new report published by Standard & Poor's Ratings
Services.  At the end of October, the amount delinquent had
increased to $3.54 billion.

"We've observed that U.S commercial real estate fundamentals are
weakening, albeit from healthy levels across all of the major
property types" said credit analyst Larry Kay.  "We expect renters
to delay their leasing decisions in a slowing economy, pressuring
occupancies and rents to go even lower.  Weakening property
fundamentals, coupled with reduced liquidity for commercial real
estate, will continue to affect credit performance of rated CMBS
throughout the remainder of 2008 and into 2009."

Lodging delinquencies were flat in the quarter, and remain at low
levels.  "We do wonder, however, if lodging's current state is the
calm before the storm," said credit analyst Eric Thompson.  With
revenue per available room decelerating, it appears that recent-
vintage year lodging loans may have been originated at peak
operating levels.  "Based on the amount of outstanding CMBS
lodging principal balance for the more recent vintages, there
could be significant credit implications if the sector weakens
significantly."

Mortgage maturity refinancing trends remained positive in the
third quarter, as 90% of the fixed-rate maturing loans were
successfully refinanced.  Floating-rate loan mortgage refinancings
also held up well in the quarter.

The recent report also highlights the quarter's ratings activity
as well as several rent stabilization projects that generated
rating actions and commentaries during the quarter.


* S&P Downgrades Ratings on 22 Classes From Alt-A RMBS Deals
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 22
classes from Alternative Loan Trust 2005-AR1 and CWABS Asset-
Backed Certificates Trust 2005-AB5, which are both U.S.
Alternative-A residential mortgage-backed securities transactions.
S&P removed the ratings on 17 of the lowered ratings from
CreditWatch, where they were placed with negative implications on
July 29, 2008.  In addition, S&P affirmed its ratings on four
classes from these transactions.  In addition, S&P removed one of
the affirmed ratings from Alternative Loan Trust 2005-AR1 from
CreditWatch negative.

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 has seen a rise
in the level of delinquencies among the mortgage loans supporting
these transactions.  As of the October 2008 distribution period,
severely delinquent loans (90-plus days, foreclosures, and real
estate owned) for the affected transactions averaged 37.52% of the
current pool balances, which is an increase of about 6.0% since
June 2008.  Cumulative losses averaged 4.06% of the original pool
balances, which is an increase of 122.47% since June 2008.  This
increase in elinquencies and losses, along with S&P's projection
of future losses, prompted us to lower the ratings on these
classes.

As part of S&P's analysis, it considered the characteristics of
the underlying mortgage collateral as well as S&P's view of
macroeconomic influences.  For example, S&P's view of the risk
profile of the underlying mortgage pools influences S&P's default
projections, while S&P's outlook for housing price declines and
S&P's view of the health of the housing market influence S&P's
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 considers 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
expects 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.

                       Rating Actions

               Alternative Loan Trust 2005-AR1
                     Series    2005-AR1

                                      Rating
                                      ------
        Class      CUSIP         To             From
        -----      -----         --             ----
        1-A        12668A4P7     B              AAA/Watch Neg
        2-A-1      12668A4Q5     AAA            AAA/Watch Neg
        2-A-2      12668A4R3     A              AAA/Watch Neg
        2-A-3A     12668A4S1     BBB            AAA
        2-A-3B     12668BDB6     B              AAA/Watch Neg
        M-1        12668A4T9     CCC            AA+/Watch Neg
        M-2        12668A4U6     CCC            AA/Watch Neg
        M-3        12668A4V4     CCC            AA/Watch Neg
        M-4        12668A4W2     CC             A+/Watch Neg
        M-5        12668A4X0     CC             BB+/Watch Neg
        M-6        12668A4Y8     D              BB-/Watch Neg
        M-7        12668A4Z5     D              CCC

          CWABS Asset-Backed Certificates Trust 2005-AB5
                      Series    2005-AB5

                                      Rating
                                      ------
        Class      CUSIP         To             From
        -----      -----         --             ----
        1-A-1M     126670SA7     A              AAA
        2-A-2M     126670RQ3     A              AAA
        2-A-3M     126670RR1     A              AAA
        M-1        126670QD3     B              AA+/Watch Neg
        M-2        126670QE1     CCC            AA+/Watch Neg
        M-3        126670QF8     CCC            AA/Watch Neg
        M-4        126670QG6     CCC            AA-/Watch Neg
        M-5        126670QH4     CC             A+/Watch Neg
        M-6        126670QJ0     CC             A-/Watch Neg
        M-7        126670QK7     D              BBB-/Watch Neg
        M-8        126670QL5     D              B+/Watch Neg

                       Ratings Affirmed

          CWABS Asset-Backed Certificates Trust 2005-AB5
                      Series    2005-AB5

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A-1      126670PZ5     AAA
                 2-A-2      126670QB7     AAA
                 2-A-3      126670QC5     AAA


* S&P Downgrades Ratings on 23 Tranches From 11 Hybrid CDO Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 23
tranches from 11 hybrid collateralized debt obligation
transactions.  S&P moved the ratings on 15 of these tranches to
CreditWatch developing, while four ratings remain on CreditWatch
negative.  S&P removed the four remaining lowered ratings from
CreditWatch negative.  At the same time, S&P revised the
CreditWatch status of S&P's ratings on 48 tranches from 15 hybrid
CDO transactions to developing from negative.  All of the tranches
have exposure to Lehman Bros. Holdings Inc. as either a credit
support provider or a guarantor to various Lehman Bros. entities
acting as credit default swap counterparty.

The rating actions on these transactions follow analysis performed
since rating actions were taken on various Lehman Bros. entities.

All 15 transactions have issued both funded and unfunded
liabilities and have entered into portfolio credit default swaps
referencing either corporate bonds or loans.  While the bankruptcy
filing of Lehman Bros. Holdings on Sept. 15, 2008, did constitute
an event of default under the respective CDS, none of the swaps
had been terminated as of.  However, according to the trustee for
the transactions, the swap counterparty has stopped paying
premiums and is not seeking any payment for credit events that
have taken place under the CDS.

While it appears that the noteholders will no longer be exposed to
the credit risk of the reference portfolios, the noteholders also
no longer enjoy the benefit of the spread generated by the premium
paid per the CDS, causing the transactions to rely exclusively on
their eligible investments to make interest and principal payments
on the notes.

Standard & Poor's noted that 13 of the transactions hold their
eligible investments in the Lehman Bros.  ABS Enhanced LIBOR Fund.
Two additional transactions were initially invested in this fund
but have since liquidated those investments and invested them into
the Milestone Offshore Funds-Daily Dollar Portfolio.  Because
these eligible investments are subject to market value risk, the
net asset value of the transactions' eligible investments could
decline further.

Since the CDOs are no longer receiving premiums from the CDS
counterparty, S&P has analyzed the transactions to determine if
the eligible investments will generate sufficient cash to pay
interest on the funded notes and the commitment fee on the
unfunded notes.  Additionally, S&P performed market value analysis
to estimate the likelihood that proceeds from liquidation of the
eligible investments would be sufficient to fully pay off the
principal balances of the funded tranches, as well as any deferred
interest that accrues on the funded notes.

The swap agreements for these transactions are no longer effective
but have not yet been terminated.  As such, it is possible, but in
S&P's view unlikely, that the deals could find a replacement
counterparty and again be exposed to the credit risk of the
underlying portfolio of synthetically referenced loans and bonds.
S&P placed the ratings on some of the tranches on CreditWatch
developing to account for this, as well as the possibility that
the CDS will be terminated and the market value of the eligible
investment funds would be more than sufficient to cover the
principal and deferred interest on the notes.

S&P downgraded tranches in cases where the current level of credit
enhancement appeared inconsistent with the previous rating level,
largely due to an increased reliance on investments with market
value risk.

Standard & Poor's will continue to monitor these transactions to
ensure that the ratings currently assigned to the notes remain
consistent with the credit enhancement available to support them.

                         Rating Actions

                                           Rating
                                           ------
Transaction                    Class To             From
-----------                    ----- --             ----
Airlie CDO I Ltd               C     BB/Watch Dev   BBB/Watch Neg
Airlie CDO I Ltd               D     B/Watch Dev    BB/Watch Neg
Airlie LCDO I Ltd              B-1   AA/Watch Dev   AAA/Watch Neg
Airlie LCDO I Ltd              B-2   AA/Watch Dev   AAA/Watch Neg
Airlie LCDO I Ltd              C     BB/Watch Dev   BBB-/Watch Neg
Airlie LCDO I Ltd              D     CCC            B+/Watch Neg
Airlie LCDO II                 D     B/Watch Dev    BB/Watch Neg
Aviv LCDO 2006-1, Limited      B     A/Watch Dev    AAA/Watch Neg
Aviv LCDO 2006-1 Limited       C     B/Watch Dev    A/Watch Neg
Aviv LCDO 2006-1 Limited       D     CCC            BBB/Watch Neg
Exum Ridge CBO 2006-1 Ltd      D     BB/Watch Dev   BBB/Watch Neg
Exum Ridge CBO 2006-1 Ltd      E     CCC            BB/Watch Neg
Exum Ridge CBO 2006-5 Ltd      E     B/Watch Dev    BB/Watch Neg
Exum Ridge CBO 2007-2 Ltd      D     B/Watch Dev    BB/Watch Neg
Pebble Creek LCDO 2006-1 Ltd   D     BB/Watch Dev   BBB/Watch Neg
Pebble Creek LCDO 2007-3 Ltd   E     B/Watch Dev    BB/Watch Neg
SGS HY CREDIT FUND I 2006-3    E-1   B/Watch Dev    BB/Watch Neg
SGS HY CREDIT FUND I 2006-3    E-2   B/Watch Dev    BB/Watch Neg
White Marlin CDO 2007-1 Ltd    B-1   BB/Watch Neg   AAA/Watch Neg
White Marlin CDO 2007-1 Ltd    B-2   BB/Watch Neg   AAA/Watch Neg
White Marlin CDO 2007-1 Ltd    C-1   B/Watch Neg    A+/Watch Neg
White Marlin CDO 2007-1 Ltd    C-2   B/Watch Neg    A+/Watch Neg
White Marlin CDO 2007-1 Ltd    D     CCC            BBB-/Watch Neg

            Ratings Placed on Credit Watch Developing

Airlie CDO I Ltd               B     A/Watch Dev    A/Watch Neg
Airlie LCDO II                 C     BBB+/Watch Dev BBB+/Watch Neg
Aviv LCDO 2006-2 Limited       C     A/Watch Dev    A/Watch Neg
Aviv LCDO 2006-2 Limited       D     BBB/Watch Dev  BBB/Watch Neg
Exum Ridge CBO 2006-1 Ltd.     B     AA/Watch Dev   AA/Watch Neg
Exum Ridge CBO 2006-1, Ltd.    C     A/Watch Dev    A/Watch Neg
Exum Ridge CBO 2006-2, Ltd.    B     A-/Watch Dev   A-/Watch Neg
Exum Ridge CBO 2006-2, Ltd.    C     BB/Watch Dev   BB/Watch Neg
Exum Ridge CBO 2006-2, Ltd.    D     B-/Watch Dev   B-/Watch Neg
Exum Ridge CBO 2006-4 Ltd      B     AA/Watch Dev   AA/Watch Neg
Exum Ridge CBO 2006-4 Ltd      C     A/Watch Dev    A/Watch Neg
Exum Ridge CBO 2006-4 Ltd      D     BBB/Watch Dev  BBB/Watch Neg
Exum Ridge CBO 2006-4 Ltd      E     BB/Watch Dev   BB/Watch Neg
Exum Ridge CBO 2006-5 Ltd      B-1   AA/Watch Dev   AA/Watch Neg
Exum Ridge CBO 2006-5 Ltd      B-2   AA/Watch Dev   AA/Watch Neg
Exum Ridge CBO 2006-5 Ltd      C-1   A/Watch Dev    A/Watch Neg
Exum Ridge CBO 2006-5 Ltd      C-2   A/Watch Dev    A/Watch Neg
Exum Ridge CBO 2006-5 Ltd      D     BBB/Watch Dev  BBB/Watch Neg
Exum Ridge CBO 2007-1 Ltd      B     A/Watch Dev    A/Watch Neg
Exum Ridge CBO 2007-1 Ltd      C     BBB/Watch Dev  BBB/Watch Neg
Exum Ridge CBO 2007-1 Ltd      D     BB/Watch Dev   BB/Watch Neg
Exum Ridge CBO 2007-2 Ltd      B     A/Watch Dev    A/Watch Neg
Exum Ridge CBO 2007-2 Ltd      C     BBB/Watch Dev  BBB/Watch Neg
Pebble Creek LCDO 2006-1 Ltd   C     A/Watch Dev    A/Watch Neg
Pebble Creek LCDO 2007-3, Ltd  C     A/Watch Dev    A/Watch Neg
Pebble Creek LCDO 2007-3, Ltd  D     BBB/Watch Dev  BBB/Watch Neg
SGS HY CREDIT FUND I 2006-3    B     AA/Watch Dev   AA/Watch Neg
SGS HY CREDIT FUND I 2006-3    C     A/Watch Dev    A/Watch Neg
SGS HY CREDIT FUND I 2006-3    D     BBB/Watch Dev  BBB/Watch Neg

                     Other Ratings Reviewed

Airlie CDO I Ltd               A     AAA/Watch Neg  AAA/Watch Neg
Airlie LCDO II                 B     AAA/Watch Neg  AAA/Watch Neg
Aviv LCDO 2006-2 Limited       B     AAA/Watch Neg  AAA/Watch Neg
Exum Ridge CBO 2006-1, Ltd.    A     AAA/Watch Neg  AAA/Watch Neg
Exum Ridge CBO 2006-2, Ltd.    A     AAA/Watch Neg  AAA/Watch Neg
Exum Ridge CBO 2006-2, Ltd.    E-1   CCC-/Watch Neg CCC-/Watch Neg
Exum Ridge CBO 2006-2, Ltd.    E-2   CCC-/Watch Neg CCC-/Watch Neg
Exum Ridge CBO 2006-4 Ltd      A     AAA/Watch Neg  AAA/Watch Neg
Exum Ridge CBO 2006-5 Ltd      A     AAA/Watch Neg  AAA/Watch Neg
Exum Ridge CBO 2007-1 Ltd      A     AAA/Watch Neg  AAA/Watch Neg
Exum Ridge CBO 2007-2 Ltd      A     AAA/Watch Neg  AAA/Watch Neg
Pebble Creek LCDO 2006-1 Ltd   B     AAA/Watch Neg  AAA/Watch Neg
Pebble Creek LCDO 2007-3, Ltd  B     AAA/Watch Neg  AAA/Watch Neg
SGS HY CREDIT FUND I 2006-3    A     AAA/Watch Neg  AAA/Watch Neg
SGS HY CREDIT FUND I 2006-3    X     AAA/Watch Neg  AAA/Watch Neg
White Marlin CDO 2007-1 Ltd    A     AAA/Watch Neg  AAA/Watch Neg


* S&P Downgrades Ratings on 75 Classes of Securities to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
75 classes of asset-backed certificates from 62 U.S. subprime
residential mortgage-backed securities transactions.  One of these
classes was on CreditWatch with negative implications before the
rating action.

S&P downgraded the affected classes to 'D' because they
experienced principal write-downs.

Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  The collateral for these
deals originally consisted primarily of fixed- and adjustable-rate
mortgage loans secured primarily by one- to four-family
residential properties.

                          Rating Actions

                       ABFC 2005-HE1 Trust
                       Series     2005-HE1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-3        04542BLD2     D              CC

                      ABFC 2005-OPT 1 Trust
                      Series     2005-OPT1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B1         04542BPV8     D              CC

                     ABFC 2005-WMC1 Trust
                     Series     2005-WMC1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-9        04542BPM8     D              CCC

                    ABFC 2006-HE1 Trust
                    Series     2006-HE1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B          00075WAQ2     D              CC

    Asset Backed Securities Corporation Home Equity Loan Trust
                Series     MO2006-HE6

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M11        04544NAQ7     D              CC

   Asset Backed Securities Corporation Home Equity Loan Trust
                 Series     2004-HE8

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M7         04541GMU3     D              CCC

    Bear Stearns Asset Backed Securities I Trust 2004-BO1
                Series     2004-BO1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-9A       073879JU3     D              CCC
         M-9B       073879JV1     D              CCC

    Bear Stearns Asset Backed Securities I Trust 2004-HE8
                Series     2004-HE8

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-7B       073879HW1     D              B

    Bear Stearns Asset Backed Securities I Trust 2005-AQ2
                   Series     2005-AQ2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-9        0738792Q0     D              CC
         M-10       0738792R8     D              CC

    Bear Stearns Asset Backed Securities I Trust 2005-HE2
                   Series     2005-HE2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-8        073879RG5     D              CC

    Bear Stearns Asset Backed Securities I Trust 2005-HE5
                   Series     2005-HE5

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-8        073879WH7     D              CCC

    Bear Stearns Asset Backed Securities I Trust 2005-HE6
                   Series     2005 HE6

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----

         M-8A       073879YF9     D              CCC
         M-8B       073879ZV3     D              CCC

    Bear Stearns Asset Backed Securities I Trust 2005-HE9
                   Series     2005-HE9

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-7        073879S25     D              CCC

    Bear Stearns Asset Backed Securities I Trust 2006-AQ1
                   Series     2006-AQ1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         I-M-9      07389PAN0     D              B/Watch Neg
         I-M-10     07389PAP5     D              CCC

    Bear Stearns Asset Backed Securities I Trust 2006-EC1
                    Series     2006-EC1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-9        07387UAM3     D              CCC

    Bear Stearns Asset Backed Securities I Trust 2006-EC2
                    Series     2006-EC2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-10       07387UEA5     D              CCC

    Bear Stearns Asset Backed Securities I Trust 2006-HE2
                    Series     2006-HE2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-10       07387UEW7     D              CCC

    Bear Stearns Asset Backed Securities I Trust 2006-HE3
                   Series     2006-HE3

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-10       07387UJB8     D              CCC

    Bear Stearns Asset Backed Securities I Trust 2006-HE4
                  Series     2006-HE4

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-7        07388AAL8     D              CCC

    Bear Stearns Asset Backed Securities I Trust 2006-HE5
                 Series     2006-HE5

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-9        07388CAN0     D              CCC
         M-10       07388CAP5     D              CCC

    Bear Stearns Asset Backed Securities I Trust 2006-HE6
                   Series     2006-HE6

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         I-M-9      07388UAM2     D              CC
         II-M-9     07388UAZ3     D              CC

    Bear Stearns Asset Backed Securities I Trust 2006-HE7
                   Series     2006-HE7

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         II-M-9     07388HBA6     D              CCC

    Bear Stearns Asset Backed Securities I Trust 2006-HE8
                   Series     2006-HE8

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         I-M-10     07388JBB0     D              CC

    Bear Stearns Asset Backed Securities I Trust 2007-FS1
                  Series     2007-FS1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-10       073855AQ1     D              CC

                 BNC Mtg Ln Trust 2006-2
                   Series     2006-2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M9         055683AP1     D              CC
         B1         055683AQ9     D              CC

              BNC Mortgage Loan Trust 2007-1
                   Series     2007-1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B2         05569GAR7     D              CC

           Lehman ABS Mortgage Loan Trust 2007-1
                     Series     2007-1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M11        52521MAR3     D              CC

          Meritage Mortgage Loan Trust 2004-2
                     Series     2004-2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-8        59001FBM2     D              CCC

    Securitized Asset Backed Receivables LLC Trust 2005-HE1
                   Series     2005-HE1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-4        81375WGQ3     D              CC

    Securitized Asset Backed Receivables LLC Trust 2006 FR2
                   Series     2006-FR2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-2        81376VAH0     D              CC

    Securitized Asset Backed Receivables LLC Trust 2006-FR1
                   Series     2006-FR1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-3        81375WJZ0     D              CC

    Securitized Asset Backed Receivables LLC Trust 2006-FR3
                   Series     2006-FR3

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-1        813765AG9     D              CC
         B-2        813765AH7     D              CC

    Securitized Asset Backed Receivables LLC Trust 2006-HE1
                    Series     2006-HE1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-1        81376YAJ0     D              CC

    Securitized Asset Backed Receivables LLC Trust 2006-HE2
                    Series     2006-HE2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-3        81377AAN2     D              CC

    Securitized Asset Backed Receivables LLC Trust 2006-NC2
                   Series     2006-NC2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-3        81376EAJ4     D              CC

    Securitized Asset Backed Receivables LLC Trust 2006-NC3
                  Series     2006-NC3

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B3         81377CAL2     D              CC

    Securitized Asset Backed Receivables LLC Trust 2006-WM1
                   Series     2006-WM1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-1        81375WKH8     D              CC

    Securitized Asset Backed Receivables LLC Trust 2006-WM2
                  Series     2006-WM2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-4        81376GAJ9     D              CC

             Soundview Home Loan Trust 2006-2
                  Series     2006-2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-3        83611MNV6     D              CC

             Soundview Home Loan Trust 2006-3
                    Series     2006-3

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-9        83612HAN8     D              CC

             Soundview Home Loan Trust 2006-EQ2
                   Series     2006-EQ2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-10       83611XAP9     D              CC

             Soundview Home Loan Trust 2006-NLC1
                   Series     2006-NLC1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-6        83611DAK4     D              CC
         M-7        83611DAL2     D              CC

       Structured Asset Investment Loan Trust 2003-BC8
                    Series     2003-BC8

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M5         86358EEE2     D              CCC

      Structured Asset Investment Loan Trust 2004-11
                    Series     2004-11

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M9         86358EPY6     D              B

       Structured Asset Investment Loan Trust 2004-4
                     Series     2004-4

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M7         86358EHX7     D              CCC

      Structured Asset Investment Loan Trust 2005-10
                   Series     2005-10

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M9         86358EZG4     D              CC

       Structured Asset Investment Loan Trust 2005-2
                   Series     2005-2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M9         86358ERJ7     D              CC

       Structured Asset Investment Loan Trust 2005-3
                   Series     2005-3

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M8         86358ESC1     D              CCC

       Structured Asset Investment Loan Trust 2005-5
                   Series     2005-5

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M9         86358ETP1     D              CC

       Structured Asset Investment Loan Trust 2005-6
                   Series     2005-6

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M8         86358EUH7     D              CC

       Structured Asset Investment Loan Trust 2005-7
                   Series     2005-7

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M9         86358EWL6     D              CC

       Structured Asset Investment Loan Trust 2006-2
                    Series     2006-2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M5         86358EF43     D              CC

       Structured Asset Investment Loan Trust 2006-3
                    Series     2006-3

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M7         863587AN1     D              CC

       Structured Asset Investment Loan Trust 2006-4
                   Series     2006-4

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M6         86360WAL6     D              CC

       Structured Asset Investment Loan Trust 2006-BNC1
                  Series     2006-BNC1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M4         86358ED52     D              CC

       Structured Asset Investment Loan Trust 2006-BNC3
                  Series     2006-BNC3

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M7         86361KAM9     D              CC
         M8         86361KAN7     D              CC

Washington Mutual Asset Backed Certificates WMABS Series 2007-HE2
                         Trust
                  Series     2007-HE2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-9        93934TAN2     D              CC

Washington Mutual Asset-Backed Certificates WMABS Series 2006-HE2
                         Trust
                  Series     2006-HE2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-8        93934JAM6     D              CCC
         M-9        93934JAN4     D              CCC
         M-10       93934JAP9     D              CCC

Washington Mutual Asset-Backed Certificates WMABS Series 2006-HE3
                        Trust
                  Series     2006-HE3

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-2        93934MAR8     D              CC

Washington Mutual Asset-Backed Certificates WMABS Series 2006-HE4
                        Trust
               Series     WMABS 2006-HE4

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-9        93934QAM0     D              CC

Washington Mutual Asset-Backed Certificates WMABS Series 2006-HE5
                        Trust
                  Series     2006-HE5

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-2        93934XAQ6     D              CC

Washington Mutual Asset-Backed Certificates WMABS Series 2007-HE1
                        Trust
               Series     WMABS 2007-HE1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-1        93935KAP5     D              CC
         B-2        93935KAQ3     D              CC


* S&P Downgrades Ratings on 102 Tranches From 25 Hybrid CDO Deals
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 102
tranches from 25 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 51 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P placed six ratings from Newcastle CDO X Ltd. on CreditWatch
with negative implications.  The ratings on 50 of the downgraded
tranches are on CreditWatch with negative implications, indicating
a significant likelihood of further downgrades.  The CreditWatch
placements primarily affect transactions for which a significant
portion of the collateral assets currently have ratings on
CreditWatch with negative implications or have significant
exposure to assets rated in the 'CCC' category.

The 102 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $15.703 billion.  Thirteen of the 25 affected
transactions are mezzanine structured finance CDOs of asset-backed
securities, which are collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.  The other twelve transactions are high-grade SF CDOs
of ABS that were collateralized at origination primarily by 'AAA'
through 'A' rated tranches of RMBS and other SF securities.  CDO
downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS.

In addition, Standard & Poor's reviewed the ratings assigned to
ACA ABS 2004-1 Ltd., Belle Haven ABS CDO Ltd., and Pascal CDO
Ltd., and has left the ratings at their current levels based on
the current credit support available to the tranches.

To date, including the CDO tranches listed and including actions
on both publicly and confidentially rated tranches, S&P has
lowered its ratings on 4,006 tranches from 891 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 1,066 ratings from 438 transactions are
currently on CreditWatch with negative implications for the
same reasons.  In all, S&P has downgraded $478.154 billion of CDO
issuance.  Additionally, S&P's ratings on $12.284 billion of
securities have not been lowered but are currently on CreditWatch
with negative implications, indicating a high likelihood of future
downgrades.

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

                          Rating Actions

                                         Rating
                                         ------
Transaction              Class      To              From
-----------              -----      --              ----
ACA ABS 2003-2, Ltd.     A-1SD      BBB-/Watch Neg  A-/Watch Neg
ACA ABS 2003-2, Ltd.     A-1SU      BBB-/Watch Neg  A-/Watch Neg
ACA ABS 2003-2, Ltd.     A-1SW      BBB-/Watch Neg  A-/Watch Neg
ACA ABS 2005-1 Ltd.      A-2        AA/Watch Neg    AAA
ACA ABS 2005-1 Ltd.      B          BB-/Watch Neg   BBB+/Watch Neg
ACA ABS 2005-1 Ltd.      C          CC              B/Watch Neg
ACA ABS 2005-2 Ltd.      A-1S       B-/Watch Neg    A/Watch Neg
ACA ABS 2005-2 Ltd.      A-1J       CC              B-/Watch Neg
ACA ABS 2005-2 Ltd.      A-2F       CC              CCC/Watch Neg
ACA ABS 2005-2 Ltd.      A-2V       CC              CCC/Watch Neg
Barrington CDO Ltd.      A-1J       CCC-            BBB+/Watch Neg
Barrington CDO Ltd.      A-1M(A)    BB/Watch Neg    AA/Watch Neg
Barrington CDO Ltd.      A-1M(B)    BB/Watch Neg    AA/Watch Neg
Barrington CDO Ltd.      A-1Q(A)    BB/Watch Neg    AA/Watch Neg
Barrington CDO Ltd.      A-1Q(B)    BB/Watch Neg    AA/Watch Neg
Barrington CDO Ltd.      A-2        CC              BB/Watch Neg
Bernoulli High
Grade CDO I              A-1A       BB-/Watch Neg   AA-/Watch Neg
Bernoulli High
Grade CDO I              A-2        CC              CCC-/Watch Neg
Capmark VI Ltd           CreditFaci BB+/Watch Neg   A/Watch Neg
Capmark VI Ltd           A-1        B/Watch Neg     BBB/Watch Neg
Capmark VI Ltd           A-2        CCC-            B/Watch Neg
Capmark VI Ltd           B          CC              CCC/Watch Neg
Commodore CDO III, Ltd.  A-2        A-              A+/Watch Neg
Davis Square Fdg I       A-1MM-a    BB+/B/Neg       A+/A-1+/Neg
Davis Square Fdg I       A-1MM-b    BB+/B/Neg       A+/A-1+/Neg
Davis Square Fdg I       A-1MM-c    BB+/B/Neg       A+/A-1+/Neg
Davis Square Fdg I       A-1MM-d    BB+/B/Neg       A+/A-1+/Neg
Davis Square Fdg I       A-1MM-e    A-/A-1/Neg      A+/A-1+/Neg
Davis Square Fdg I       A-1MM-s    BB+/B/Neg       A+/A-1+/Neg
Davis Square Fdg I       A-1MM-t    BB+/B/Neg       A+/A-1+/Neg
Davis Square Fdg I       A-1MT-a    BB+/Watch Neg   A+/Watch Neg
Davis Square Fdg I       A-1MT-b    BB+/Watch Neg   A+/Watch Neg
Davis Square Fdg I       A-1MT-c    BB+/Watch Neg   A+/Watch Neg
Davis Square Fdg I       A-1MT-d    BB+/Watch Neg   A+/Watch Neg
Davis Square Fdg I       A-1MT-e    BB+/Watch Neg   A+/Watch Neg
Davis Square Fdg I       A-1LT-a    BB+/Watch Neg   A+/Watch Neg
Davis Square Fdg I       A-1LT-b    BB+/Watch Neg   A+/Watch Neg
Davis Square Fdg I       A-1LT-c    BB+/Watch Neg   A+/Watch Neg
Davis Square Fdg I       A-1LT-c    BB+/Watch Neg   A+/Watch Neg
Davis Square Fdg I       A-1LT-d    BB+/Watch Neg   A+/Watch Neg
Davis Square Fdg I       A-1LT-e    BB+/Watch Neg   A+/Watch Neg
Davis Square Fdg I       A-2        CCC-            BBB-/Watch Neg
Fort Duquesne CDO
2006-1                   A-1B       B-/Watch Neg    BB-/Watch Neg
Fort Duquesne CDO
2006-1                   X          B-/Watch Neg    BB-/Watch Neg
Gemstone CDO V Ltd.      A-1        BB-/Watch Neg   A-/Watch Neg
Gemstone CDO V Ltd.      A-2        CC              B+/Watch Neg
Gemstone CDO V Ltd.      A-3        CC              CCC/Watch Neg
Gemstone CDO V Ltd.      A-4        CC              CCC/Watch Neg
Ischus High Grade
Fdg I                    A1 S       B+/Watch Neg    AA/Watch Neg
Ischus High Grade
Fdg I                    A1 J       CCC-            BBB-/Watch Neg
Ischus High Grade
Fdg I                    A2         CC              BB-/Watch Neg
Ischus High Grade
Fdg I                    A3         CC              CCC/Watch Neg
Ischus Mezzanine
CDO IV Ltd               X          A/Watch Neg     AAA
Ischus Mezzanine
CDO IV Ltd               SprSrSwap  CCC-srs         BBBsrs/Neg
Ischus Mezzanine
CDO IV Ltd               A-1        CC              CCC/Watch Neg
Lancer Fdg Ltd.          A1S1       BB-/Watch Neg   AA/Watch Neg
Lancer Fdg Ltd.          A1S2       CCC-            BBB/Watch Neg
Lancer Fdg Ltd.          A1J        CC              BB/Watch Neg
Lancer Fdg Ltd.          A2         CC              B/Watch Neg
Madaket Fdg I Ltd        A1M        BB-/Watch Neg   AA/Watch Neg
Madaket Fdg I Ltd        A1Q        BB-/Watch Neg   AA/Watch Neg
Madaket Fdg I Ltd        A2         CCC-            A/Watch Neg
Madaket Fdg I Ltd        A3         CC              BB+/Watch Neg
Madaket Fdg I Ltd        A4         CC              B+/Watch Neg
Madaket Fdg I Ltd        B          CC              CCC-/Watch Neg
Margate Fdg I Ltd        A1J        A+/Watch Neg    AA+/Watch Neg
Margate Fdg I Ltd        A2         BB-/Watch Neg   A-/Watch Neg
Margate Fdg I Ltd        A3         CCC-/Watch Neg  BB+/Watch Neg
Margate Fdg I Ltd        Income Nts CC              CCC/Watch Neg
MKP CBO III Ltd          C          B+              B+/Watch Neg
Monterey CDO Ltd         A-1A       B/Watch Neg     AA/Watch Neg
Monterey CDO Ltd         A-1B       B/Watch Neg     AA/Watch Neg
Monterey CDO Ltd         A-2        CCC-            BBB/Watch Neg
Monterey CDO Ltd         A-3        CC              BB/Watch Neg
Monterey CDO Ltd         B          CC              CCC+/Watch Neg
Monterey CDO Ltd         C          CC              CCC-/Watch Neg
Newcastle CDO X Ltd.     A-3        AAA/Watch Neg   AAA
Newcastle CDO X Ltd.     B          AA/Watch Neg    AA
Newcastle CDO X Ltd.     C          A/Watch Neg     A
Newcastle CDO X Ltd.     D          BBB/Watch Neg   BBB
Newcastle CDO X Ltd.     E          BBB-/Watch Neg  BBB-
Newcastle CDO X Ltd.     F          BB/Watch Neg    BB
Pine Mountain CDO Ltd    A-1        CCC+            AA-/Watch Neg
Pine Mountain CDO Ltd    A-2        CC              BBB-/Watch Neg
Pine Mountain CDO Ltd    A-3        CC              B+/Watch Neg
Pine Mountain CDO Ltd    B          CC              CCC/Watch Neg
Porter Square CDO
III Ltd                  A-1        B/Watch Neg     AA-/Watch Neg
Porter Square CDO
III Ltd                  A-2        CC              BBB-/Watch Neg
Porter Square CDO
III Ltd                  B          CC              B/Watch Neg
Porter Square CDO
III Ltd                  C          CC              CCC-/Watch Neg
Saturn Ventures II, Ltd. B          B               BB-
Summer Street 2005-HG1   A-1        A/Watch Neg     AA/Watch Neg
Summer Street 2005-HG1   A-2        BB/Watch Neg    BBB-/Watch Neg
Summer Street 2005-HG1   B          CCC             B+/Watch Neg
Summer Street 2005-HG1   C          CC              CCC-/Watch Neg
Tierra Alta Fdg I, Ltd.  A-1        CCC-            A-/Watch Neg
Tierra Alta Fdg I, Ltd.  A-2        CC              BB-/Watch Neg
Tierra Alta Fdg I, Ltd.  A3A        CC              CCC+/Watch Neg
Tierra Alta Fdg I, Ltd.  A3B        CC              CCC+/Watch Neg
Tierra Alta Fdg I, Ltd.  F          B-/Watch Neg    AA-/Watch Neg
Trainer Wortham First    A-2        CC              B+/Watch Neg
Republic CBO III, Ltd.
Vertical ABS CDO 2005-1  A-1        B/Watch Neg     AA+/Watch Neg
Vertical ABS CDO 2005-1  A-2        CC              BBB-/Watch Neg
Vertical ABS CDO 2005-1  B          CC              B+/Watch Neg
Vertical ABS CDO 2005-1  C          CC              CCC-/Watch Neg
West Coast Fdg I Ltd     A-1a       A/Watch Neg     AA+/Watch Neg
West Coast Fdg I Ltd     A-1b       CCC-            B-/Watch Neg
West Coast Fdg I Ltd     A-1v       CCC-            B-/Watch Neg
West Coast Fdg I Ltd     A-2        CC              CCC-/Watch Neg

                     Other Ratings Removed

       Transaction                    Class      Rating
       -----------                    -----      ------
       ACA ABS 2003-2, Ltd.           A-1J       CC
       ACA ABS 2003-2, Ltd.           A-2        CC
       ACA ABS 2003-2, Ltd.           A-3        CC
       ACA ABS 2003-2, Ltd.           B-F        CC
       ACA ABS 2003-2, Ltd.           B-V        CC
       ACA ABS 2003-2, Ltd.           C          CC
       ACA ABS 2004-1 Ltd.            A-1        AAA
       ACA ABS 2004-1 Ltd.            A-2        AAA
       ACA ABS 2004-1 Ltd.            B          AA
       ACA ABS 2004-1 Ltd.            C-1        BBB
       ACA ABS 2004-1 Ltd.            C-2        BBB
       ACA ABS 2005-1 Ltd.            A-1        AAA
       ACA ABS 2005-2 Ltd.            A-3        CC
       ACA ABS 2005-2 Ltd.            B          CC
       ACA ABS 2005-2 Ltd.            Combo Secs CC
       Barrington CDO Ltd.            B          CC
       Barrington CDO Ltd.            C          CC
       Barrington CDO Ltd.            D          CC
       Barrington CDO Ltd.            X          AAA
       Belle Haven ABS CDO, Ltd.      A1SB-1     BBB-/Watch Neg
       Belle Haven ABS CDO, Ltd.      A1SB-2     BBB-/Watch Neg
       Belle Haven ABS CDO, Ltd.      A1ST       BBB-/Watch Neg
       Belle Haven ABS CDO, Ltd.      A1J        CCC/Watch Neg
       Belle Haven ABS CDO, Ltd.      A2         CC
       Belle Haven ABS CDO, Ltd.      A3         CC
       Belle Haven ABS CDO, Ltd.      Com Sec    AAA
       Belle Haven ABS CDO, Ltd.      Sub Nts    CC
       Bernoulli High Grade CDO I     A-1B       BB/Watch Neg
       Bernoulli High Grade CDO I     B          CC
       Bernoulli High Grade CDO I     C          CC
       Bernoulli High Grade CDO I     D          CC
       Capmark VI Ltd                 C          CC
       Commodore CDO III, Ltd.        A-1A       AAA
       Commodore CDO III, Ltd.        A-1B       AAA
       Commodore CDO III, Ltd.        A-1C       AAA
       Commodore CDO III, Ltd.        B          CC
       Commodore CDO III, Ltd.        C-1        CC
       Commodore CDO III, Ltd.        C-2        CC
       Fort Duquesne CDO 2006-1       A-1A       AAA/Watch Neg
       Fort Duquesne CDO 2006-1       A-2        CC
       Fort Duquesne CDO 2006-1       B          CC
       Fort Duquesne CDO 2006-1       C          CC
       Fort Duquesne CDO 2006-1       D          CC
       Gemstone CDO V Ltd.            B          CC
       Gemstone CDO V Ltd.            C          CC
       Gemstone CDO V Ltd.            D          CC
       Gemstone CDO V Ltd.            E          CC
       Ischus High Grade Fdg I        B          CC
       Ischus High Grade Fdg I        C          CC
       Ischus Mezzanine CDO IV Ltd    A-2        CC
       Ischus Mezzanine CDO IV Ltd    A-3        CC
       Ischus Mezzanine CDO IV Ltd    B          CC
       Ischus Mezzanine CDO IV Ltd    C          CC
       Ischus Mezzanine CDO IV Ltd    D          CC
       Lancer Fdg Ltd.                A3         CC
       Lancer Fdg Ltd.                B          CC
       Madaket Fdg I Ltd              C          CC
       Madaket Fdg I Ltd              D          CC
       Margate Fdg I Ltd              A1S        AAA
       Margate Fdg I Ltd              Combo Nts  AAA
       MKP CBO III Ltd                A Combo    AAA
       MKP CBO III Ltd                A-1        AAA
       MKP CBO III Ltd                A-2        AAA
       MKP CBO III Ltd                B          AA-
       MKP CBO III Ltd                B/C Combo  BBB
       Monterey CDO Ltd               D          CC
       Monterey CDO Ltd               E          CC
       Newcastle CDO X Ltd.           S          AAA
       Newcastle CDO X Ltd.           A-1        AAA
       Newcastle CDO X Ltd.           A-2        AAA
       Pascal CDO, Ltd.               A          CCC-/Watch Neg
       Pascal CDO, Ltd.               B          CC
       Pascal CDO, Ltd.               C          CC
       Pascal CDO, Ltd.               Combo Nts  AAA
       Pine Mountain CDO Ltd          C          CC
       Pine Mountain CDO Ltd          D          CC
       Porter Square CDO III Ltd      D          CC
       Saturn Ventures II, Ltd.       A-1        AAA/A-1+
       Saturn Ventures II, Ltd.       A-2        AA-
       Saturn Ventures II, Ltd.       A-3        BBB+
       Summer Street 2005-HG1         D          CC
       Tierra Alta Fdg I, Ltd.        B1A        CC
       Tierra Alta Fdg I, Ltd.        B1B        CC
       Tierra Alta Fdg I, Ltd.        C          CC
       Trainer Wortham First          A-1        AAA
        Republic CBO III, Ltd.
       Trainer Wortham First          B          CC
        Republic CBO III, Ltd.
       Trainer Wortham First          C          CC
        Republic CBO III, Ltd.
       Trainer Wortham First          D          CC
        Republic CBO III, Ltd.
       Trainer Wortham First          Pre.Shares CC
        Republic CBO III, Ltd.
       Vertical ABS CDO 2005-1        Combo Sec  AAA
       Vertical ABS CDO 2005-1        D          CC
       West Coast Fdg I Ltd           A-3        CC
       West Coast Fdg I Ltd           B          CC
       West Coast Fdg I Ltd           C          CC
       West Coast Fdg I Ltd           D          CC


* S&P Puts Ratings on North American Auto Suppliers on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on several
North American auto suppliers on CreditWatch with negative
implications as a result of their significant exposure to General
Motors Corp. (CCC+/Negative/--), Ford Motor Co. (B-/Watch Neg/--),
and Chrysler LLC (CCC+/Negative/--).  Other auto suppliers were
already on CreditWatch, in part because of their exposure to the
three automakers.

At the same time, S&P also lowered the long-term corporate credit
ratings on Dana Holding Corp. (to 'B+' from 'BB-') and Magna
International Inc. (to 'A-' from 'A') and placed these ratings on
CreditWatch negative as well.

The CreditWatch listings reflect the increasingly beleaguered
state of the Michigan-based automakers and the multiple scenarios-
-almost all of them negative--that could play out over the next
few weeks or months.  S&P expects the result to adversely affect
the business and financial risk profiles of the rated North
American auto suppliers enough in some cases to result in
downgrades.

GM has stated that, in the absence of substantial federal
government support, it may run out of cash to operate its business
beyond the end of 2008.  Chrysler does not report financial
results to the public, but S&P believes its cash balances are well
below the $11 billion reported as of June 30, 2008, given that the
company relies almost exclusively on the North American auto
market.  Ford used $7.7 billion in cash in its global automotive
operations in the third quarter.  Although it has $10.7 billion
available under its revolving credit facility, the company could
face significant liquidity challenges late in 2009, given its
increased cash outflows.

The automakers may receive increased or expedited U.S. government
assistance, although the form, timing, and magnitude of such
assistance are difficult to predict.  Financial restructurings or
bankruptcy filings are also possible, with or without government
aid.  Also, given the very weak credit markets and grim economic
outlook, S&P cannot rule out the possibility, however remote, that
one or more of the automakers might be forced to cease operations.
Even with sufficient financial support to avoid a financial
restructuring, some or all of the U.S. automakers are unlikely to
avoid further sweeping changes to their product lines, market
focus, or possibly their status as independent entities.
Accordingly, S&P is likely to reevaluate the business risk
profiles of many rated suppliers, in addition to S&P's financial
analysis, in connection with determining a supplier's rating.

The suppliers placed on CreditWatch span a wide range of credit
quality and have varying degrees of exposure to the Michigan-based
automakers.  S&P believes certain companies would be able to
withstand the liquidity shock of a sudden bankruptcy filing by one
or more of the manufacturers, but they may not be able to do so
and remain at current rating levels.  S&P has taken
numerous rating actions in the supplier sector this year; however,
the looming potential for changes in the structure and fundamental
composition of the domestic automaker customer base will be more
sharply reflected in the resolution of CreditWatch actions.

Several other rated companies have not been placed on CreditWatch,
including those with a relatively minor percentage of sales to the
Michigan-based automakers, and certain aftermarket parts
producers, truck suppliers, and auto retailers.  Still, S&P
believes many of these companies face business and financial
challenges that, although not directly related to the domestic
automakers' production schedules, reflect the broader challenges
affecting vehicle demand in the U.S. and Europe.  Accordingly,
their respective ratings could be placed on CreditWatch or lowered
as a result of S&P's ongoing surveillance process.

S&P expects to resolve the CreditWatch listings within the next 90
days.  Given the potential for immense structural and near-term
changes to the industry, S&P would likely resolve the CreditWatch
listings as S&P receives more information on potential U.S.
government assistance to the automakers, or lack thereof.  S&P's
reviews will include assessments of any potential effect on the
suppliers' liquidity, including their ability to remain in
compliance with financial covenants, and prospects for the
viability of their businesses more broadly, including future
incremental revenue and profitability declines.  S&P may resolve
the reviews for certain less-affected suppliers more quickly than
for others.

     Ratings Lowered and Placed on CreditWatch with Negative
                          Implications

Dana Holding Corp.        B+/Watch Neg/--     BB-/Negative/--
Magna International Inc.  A-/Watch Neg/--     A/Negative/--

     Ratings Placed on CreditWatch With Negative Implications

                                 To                From
                                 --                ----
ArvinMeritor Inc.                B+/Watch Neg/--   B+/Negative/--
BorgWarner Inc.                  A-/Watch Neg/--   A-/Stable/--
Cooper-Standard Automotive Inc.  B/Watch Neg/--    B/Stable/--
Federal-Mogul Corp.              BB-/Watch Neg/--  BB-/Negative/--
Goodyear Tire & Rubber Co. (The) BB-/Watch Neg/--  BB-/Stable/--
Hayes Lemmerz International Inc. B/Watch Neg/--    B/Stable/--
Johnson Controls Inc.*            A-/Watch Neg/A-2 A-/Stable/A-2
Lear Corp.                       B/Watch Neg/--    B/Negative/--
MetoKote Corp.                   B+/Watch Neg/--   B+/Negative/--
Shiloh Industries Inc.           BB-/Watch Neg/--  BB-/Stable/--
Stoneridge Inc.                  B+/Watch Neg/--   B+/Stable/--
Tenneco Inc.                     BB-/Watch Neg/--  BB-/Stable/--
Visteon Corp.                    B-/Watch Neg/--   B-/Negative/--

         * The short-term rating is not on CreditWatch.

    Existing Ratings on CreditWatch With Negative Implications

American Axle & Manufacturing Holdings Inc.       B/Watch Neg/--
TRW Automotive Inc.                               BB+/Watch Neg/--


* S&P Says Global Investment Banks and Brokers Face Tough Times
---------------------------------------------------------------
Standard & Poor's Ratings Services believes that, while mid-2007
through mid-2008 was generally difficult for global investment
banks and brokers, the subsequent period appears to have been
markedly more difficult, especially since mid-September, according
to an industry report card.

The downturn in the credit cycle that began with problems in the
U.S. subprime residential mortgage sector has developed into a
much larger-scale global financial crisis.  Following the collapse
of Lehman Brothers, it became apparent that widespread selling of
securities sparked a search for liquidity and safety, caused sharp
price declines in virtually all financial asset classes other than
government bonds, and led to a seizing-up of funding markets.

"As credit conditions have tightened, developments in the
financial sector have been increasingly weighing on the general
economy, with what appear to us to be clear indications of a
severe downturn emerging.  There are now initial signs that the
many extraordinary measures taken by governments, central banks,
and regulators across the globe are starting to ease the extreme
conditions in the credit markets.  However, in S&P's opinion,
fully restoring confidence will be a long-term process and many
primary financial market segments, including medium- and long-term
funding, remain essentially closed," said Standard & Poor's credit
analyst Scott Sprinzen.

A severe and extended global downturn now seems likely, in S&P's
view.  This will likely weigh heavily on global investment banks
and brokers.  Near-term earnings prospects in volatile and
illiquid markets appear dim, and, S&P believes, there is
significant uncertainty as to the medium-term earnings levels and
future risk profiles.  S&P has revised further downward S&P's
earnings expectations for the industry as revenues (after
adjustments for major markdowns and fair value gains on the
companies' own debt) from sales and trading are expected to
decline 30%-40% and investment banking down 50%-60% from 2007
levels, peak-to-trough, compared with S&P's previous estimate for
2008 of a 20%-30% decline for the combined securities businesses.

"We also forecast more weakening of revenues from asset management
and, to a lesser degree, from private wealth management and retail
brokerage.  Nevertheless, over time, the current shakeout in the
securities industry, along with the ongoing market repricing of
risk, in S&P's view, bodes well for an easing of price competition
in investment banking and trading among those securities firms
still remaining in business," added Mr. Sprinzen.


* S&P Says Risk Reassessment Helps Securitization Market Revival
----------------------------------------------------------------
It may take a year, or maybe more, but U.S. securitizations of
esoteric assets are expected to return.  However, the dynamics of
how these types of bonds come to market may dramatically change.

These were among the points industry panelists made at a recent
Standard & Poor's Ratings Services conference on new assets and
commercial assets securitizations, which include aircrafts,
catastrophe risk, franchise loans, triple-net leases, insurance
premium loans, life settlements, patent and trademark royalties,
film revenues, music royalties, oil and gas production payments,
timber assets, small business loans, structured settlements,
tobacco settlements and related legal fees, corporate
securitization, shipping containers, railcars, and equipment loans
and leases.

"Clearly, the market is going to come back," said Usama Ashraf,
senior vice president at CIT Group, an issuer of structured bonds.
"It's certainly not going to be in the next couple of months.
It's a fundamental question of how long will it take to get
through all the issues that we're dealing with, like
deleveraging," at the banks.  Also, "everyone's very conscious of
their own liquidity positions, and the fact that there might not
be a ready market for them to get out of that position," he said.

For now, many asset classes appear to be nearly inactive.  In
response to a question as to whether they would participate in the
new issue market given the attractive spreads available in the
secondary markets, Ed Fitzgerald, managing director at New York
Life Investment Management LLC and an investor of structured debt,
indicated that they have been working on several transactions but
that the ongoing market volatility continues to derail
transactions.  In essence, "We didn't leave the new issue market.
It left us."

In this environment, the securitization market--the issuers,
chiefly--has to be "tremendously flexible," said Mr. Ashraf.  That
means being open to reversing the traditional issuance process by
determining investors' appetite for a particular bond before that
bond has even been structured.  "You may find that a deal that
makes sense to one investor doesn't make sense to another," he
said, noting that "the game around structuring and negotiating
deals has completely changed."

According to Mr. Ashraf, some of the major changes in the new
assets sector result from a turn away from their earlier reliance
on monoline insurance.  And now that the monolines have been more
removed from the securitization process, the fundamental
assessment of risk is "coming back in-house," he said, with
investors increasingly taking on the responsibility of due
diligence and risk analysis to better understand their
investments.

Now, it comes down to whether investors are comfortable with that
particular asset class, Mr. Ashraf said, and if "they don't
fundamentally understand the risk, they are probably going to stay
on the sidelines because the last thing a lender or investor wants
in this market is the risk of principal loss."

Part of the reason investors are moving toward their own risk
analysis is not just the need for increased disclosure and
transparency of the underlying assets, but to ensure the
timeliness of obtaining that information, according to Russell J.
Burns, managing director at Credit Suisse.  "These are the
absolutely critical things to restore confidence" in the market.
"How do you trade a bond if you don't know the underlying
information? How are you supposed to get comfortable?"

Nevertheless, Mr. Fitzgerald said that although his team performs
their own credit and risk analysis as part of their due diligence
process, investors still reach out to securitization industry
groups and rating agencies because they've been a "very good
sounding board to talk through the types of analysis they've done,
and also the stress work they've done.  It's an extra group of
people to work with to discuss the risk and rewards of the
transaction."

Mr. Burns said "securitization is a taboo word right now in a lot
of different quarters," but he added that securitization is a
necessary part of the U.S. economy.  "At the end of the day,
banks' balance sheets are not going to be large enough and there
are not going to be enough banks to finance these assets, whether
they're financial assets or hard assets.  You could call it asset-
based lending, or call it securitization, or whatever you want to
call it. This plays a very key and critical role in financing a
lot of businesses in America."


* BOND PRICING: For the Week of Nov. 10 - Nov. 14, 2008
-------------------------------------------------------

   Company              Coupon        Maturity     Bid Price
   -------              ------        --------     ---------
AIRTRAN HOLDINGS            7%        7/1/2023            56
ABITIBI-CONS FIN         7.88%        8/1/2009            75
BOWATER INC                 9%        8/1/2009         51.82
BOWATER INC               6.5%       6/15/2013         20.76
ANTIGENICS               5.25%        2/1/2025         22.54
ATHEROGENICS INC          4.5%        9/1/2008          11.5
ATHEROGENICS INC          4.5%        3/1/2011          7.88
ATHEROGENICS INC          1.5%        2/1/2012          8.25
ASSURED GUARANTY          6.4%      12/15/2066            15
AHERN RENTALS            9.25%       8/15/2013            28
AMER GENL FIN               3%      11/15/2008          98.9
AMER GENL FIN            3.75%      12/15/2008         95.06
AMER GENL FIN            3.75%      12/15/2008         92.25
AMER GENL FIN            3.88%      12/15/2008            92
AMER GENL FIN             4.3%       3/15/2009          77.5
AMER GENL FIN            4.75%       3/15/2009            50
AMER GENL FIN             3.8%       4/15/2009            72
AMER GENL FIN            3.35%       5/15/2009            36
AMER GENL FIN             4.4%       5/15/2009         25.26
AMER GENL FIN            4.63%       5/15/2009         82.04
INTL LEASE FIN            5.6%       5/15/2009            70
AMER GENL FIN             3.1%       6/15/2009            16
AMER GENL FIN               4%       6/15/2009         53.13
AMER GENL FIN            4.35%       6/15/2009         70.09
AMER GENL FIN            5.15%       6/15/2009          80.9
AMER GENL FIN             3.1%       7/15/2009            50
AMER GENL FIN             4.4%       7/15/2009            41
AMER GENL FIN             4.5%       7/15/2009            80
AMER GENL FIN               4%       8/15/2009            63
AMER GENL FIN             4.2%       8/15/2009            45
INTL LEASE FIN           5.25%       8/15/2009         46.03
AMER GENL FIN            5.38%        9/1/2009            69
AMER GENL FIN            3.85%       9/15/2009            50
AMER GENL FIN             4.3%       9/15/2009         50.03
AMER GENL FIN             4.5%       9/15/2009          59.5
AMER GENL FIN               5%       9/15/2009         64.05
AMER GENL FIN            5.15%       9/15/2009          61.5
AMER GENL FIN            5.45%       9/15/2009            66
AMER GENL FIN            3.88%       10/1/2009         62.39
AMER GENL FIN             4.2%      10/15/2009         60.09
AMER GENL FIN            4.55%      10/15/2009          47.5
AMER GENL FIN            8.45%      10/15/2009          71.5
AMER GENL FIN            3.88%      11/15/2009         38.96
AMER GENL FIN               4%      11/15/2009         60.07
AMER GENL FIN               4%      11/15/2009            50
AMER GENL FIN               4%      11/15/2009         64.93
AMER GENL FIN             4.2%      11/15/2009          34.5
AMER GENL FIN             4.6%      11/15/2009            44
INTL LEASE FIN           4.95%      11/15/2009         70.75
AMER GENL FIN               4%      12/15/2009         52.21
INTL LEASE FIN           5.05%       3/15/2010         40.02
INTL LEASE FIN           5.15%       3/15/2010         60.26
AMER GENL FIN            4.75%       4/15/2010          47.5
AMER GENL FIN            4.05%       5/15/2010            36
AMER GENL FIN             4.1%       5/15/2010          40.1
AMER GENL FIN            4.88%       5/15/2010            60
AMER GENL FIN             3.3%       6/15/2010         50.78
AMER GENL FIN             4.3%       6/15/2010            55
AMER GENL FIN            4.75%       6/15/2010          52.7
AMER GENL FIN            4.88%       6/15/2010         37.63
AMER GENL FIN             5.2%       6/15/2010          51.5
AMER GENL FIN             4.3%       7/15/2010            45
AMER GENL FIN            5.35%       7/15/2010          36.5
AMER GENL FIN            6.25%       7/15/2010         50.15
AMER GENL FIN             4.5%       8/15/2010         38.25
AMER GENL FIN            4.75%       8/15/2010            30
INTL LEASE FIN           7.45%       8/15/2010         49.98
AMER GENL FIN               8%       8/15/2010         51.75
AMER GENL FIN            4.63%        9/1/2010          46.4
AMER GENL FIN             4.6%       9/15/2010         44.06
AMER GENL FIN               5%       9/15/2010            33
AMER GENL FIN             5.2%       9/15/2010         26.01
AMER GENL FIN            4.25%      10/15/2010         50.91
AMER GENL FIN             4.6%      10/15/2010         34.02
AMER GENL FIN               5%      10/15/2010            50
AMER GENL FIN            4.15%      11/15/2010         29.13
AMER GENL FIN               5%      11/15/2010         35.31
AMER GENL FIN               5%      11/15/2010         40.25
AMER GENL FIN             4.4%      12/15/2010         45.25
AMER GENL FIN               5%      12/15/2010         30.25
AMER GENL FIN               5%      12/15/2010            21
AMER GENL FIN               5%      12/15/2010          29.5
AMER GENL FIN             5.5%      12/15/2010            45
AMER GENL FIN               5%       1/15/2011            31
AMER GENL FIN               4%       3/15/2011            40
AMER GENL FIN               5%       3/15/2011         39.13
AMER GENL FIN             5.1%       3/15/2011            39
AMER GENL FIN            5.25%       4/15/2011         25.01
INTL LEASE FIN           5.35%       4/15/2011            15
AMER GENL FIN             5.5%       4/15/2011         35.31
AMER GENL FIN             5.2%       5/15/2011         44.88
AMER GENL FIN               5%       6/15/2011          29.1
AMER GENL FIN             5.6%       6/15/2011            40
INTL LEASE FIN           5.65%       6/15/2011            35
AMER GENL FIN               6%       7/15/2011            45
AMER GENL FIN            6.25%       7/15/2011         12.05
AMER GENL FIN            6.25%       7/15/2011            43
AMER GENL FIN            6.75%       7/15/2011            35
AMER GENL FIN            8.15%       8/15/2011          20.1
AMER GENL FIN            5.63%       8/17/2011            44
AMER GENL FIN            5.35%       9/15/2011            15
AMER INTL GROUP          5.38%      10/18/2011            69
AMER GENL FIN             4.5%      11/15/2011            25
AMER GENL FIN               5%      12/15/2011            29
AMER GENL FIN             5.2%      12/15/2011         42.75
AMER GENL FIN            4.63%       3/15/2012          30.6
AMER GENL FIN             4.9%       3/15/2012            29
INTL LEASE FIN            5.5%       4/15/2012          22.5
AMER GENL FIN             5.2%       5/15/2012            29
INTL LEASE FIN              5%       6/15/2012            20
AMER GENL FIN             4.1%       7/15/2012         30.26
AMER GENL FIN            4.88%       7/15/2012            42
AMER GENL FIN               5%       8/15/2012            30
AMER GENL FIN            5.25%       9/15/2012         15.25
AMER GENL FIN            5.85%       9/15/2012            25
AMER GENL FIN            5.38%       10/1/2012            44
AMER GENL FIN             5.5%       1/15/2013            34
AMER GENL FIN            4.25%       3/15/2013         29.66
INTL LEASE FIN           5.95%       4/15/2013         22.25
AMER GENL FIN             5.4%       5/15/2013            26
AMER GENL FIN            5.75%       5/15/2013         23.89
AMER GENL FIN             5.5%       5/15/2014            11
AMER GENL FIN             5.7%       7/15/2014          20.5
AMER GENL FIN               6%      12/15/2014            25
LUCENT TECH               5.5%      11/15/2008         99.25
AMES TRUE TEMPER           10%       7/15/2012            41
AMBASSADORS INTL         3.75%       4/15/2027            27
AMER MEDIA OPER         10.25%        5/1/2009            60
AMER MEDIA OPER          8.88%       1/15/2011          52.5
ARVIN INDUSTRIES         7.13%       3/15/2009         88.78
ALERIS INTL INC            10%      12/15/2016         30.25
METALDYNE CORP             11%       6/15/2012             5
METALDYNE CORP             10%       11/1/2013         20.75
AVENTINE RENEW             10%        4/1/2017            25
AMER AXLE & MFG          5.25%       2/11/2014          26.5
BANK NEW ENGLAND         8.75%        4/1/1999          7.75
BANK NEW ENGLAND         9.88%       9/15/1999          4.38
BURLINGTON COAT         11.13%       4/15/2014            33
BALLY TOTAL FITN           13%       7/15/2011          1.25
BANKUNITED CAP           3.13%        3/1/2034            10
BON-TON DEPT STR        10.25%       3/15/2014          12.5
BRODER BROS CO          11.25%      10/15/2010         46.25
BEAZER HOMES USA         4.63%       6/15/2024            47
CATERP FIN SERV             5%      11/15/2008         99.87
COMPUCREDIT              3.63%       5/30/2025          21.5
CLEAR CHANNEL            6.25%       3/15/2011            36
CLEAR CHANNEL             4.4%       5/15/2011          43.5
CLEAR CHANNEL               5%       3/15/2012          25.5
CLEAR CHANNEL            5.75%       1/15/2013            20
CLEAR CHANNEL             5.5%       9/15/2014          21.4
CLEAR CHANNEL             4.9%       5/15/2015         23.38
CLEAR CHANNEL            7.25%      10/15/2027            15
COEUR D'ALENE            1.25%       1/15/2024            23
COEUR D'ALENE            3.25%       3/15/2028         32.25
CELL GENESYS INC         3.13%       11/1/2011         39.75
CHAMPION ENTERPR         2.75%       11/1/2037            15
CHARTER COMM HLD           10%        4/1/2009         88.84
CHARTER COMM HLD        11.13%       1/15/2011            51
CHARTER COMM HLD           10%       5/15/2011            54
CCH I LLC                9.92%        4/1/2014         27.92
CCH I LLC                  10%       5/15/2014         28.13
CHARTER COMM INC          6.5%       10/1/2027         16.13
CIT GROUP INC               5%      12/15/2008         96.86
CIT GROUP INC               5%       9/15/2009         78.25
CIT GROUP INC            6.25%       9/15/2009         75.38
CIT GROUP INC            5.25%       9/15/2010            57
CIT GROUP INC            6.75%       3/15/2011          43.5
CIT GROUP INC             5.2%       9/15/2011         42.02
CIT GROUP INC            5.25%      11/15/2011         39.01
CIT GROUP INC            7.25%       3/15/2012            39
CIT GROUP INC            7.75%       3/15/2013          36.5
CIT GROUP INC             7.9%       3/15/2013         37.94
CLAIRE'S STORES          9.25%        6/1/2015         23.94
CLAIRE'S STORES          10.5%        6/1/2017            24
CMP SUSQUEHANNA          9.88%       5/15/2014         20.75
NEW PLAN EXCEL            7.4%       9/15/2009            50
NEW PLAN REALTY          7.97%       8/14/2026            20
NEW PLAN REALTY          7.65%       11/2/2026            16
NEW PLAN REALTY           6.9%       2/15/2028            15
NEW PLAN EXCEL            7.5%       7/30/2029            15
CONSTAR INTL               11%       12/1/2012            14
CONEXANT SYSTEMS            4%        3/1/2026         49.75
CARAUSTAR INDS           7.38%        6/1/2009            65
CELL THERAPEUTIC         5.75%      12/15/2011             1
DAIGR-CALL12/08           5.5%       5/15/2018         65.26
DILLARDS INC             6.63%      11/15/2008          97.5
DELTA MILLS INC          9.63%        9/1/2007             9
DUNE ENERGY INC          10.5%        6/1/2012            44
DELPHI CORP               6.5%       8/15/2013           4.5
DAYTON SUPERIOR            13%       6/15/2009            60
EOP OPERATING LP          4.1%      12/15/2008         95.95
EQUINIX INC               2.5%       2/15/2024         75.75
FORD MOTOR CRED             5%      11/20/2008          98.5
FORD MOTOR CRED           5.1%      12/22/2008         96.25
FORD MOTOR CRED           5.8%       1/12/2009          90.5
FORD MOTOR CRED          4.25%       1/20/2009            78
FORD MOTOR CRED           4.4%       1/20/2009            83
FORD MOTOR CRED           4.6%       1/20/2009         92.94
FORD MOTOR CRED          4.35%       2/20/2009            73
FORD MOTOR CRED          4.35%       2/20/2009         90.74
FORD MOTOR CRED           4.5%       2/20/2009         84.26
FORD MOTOR CRED           4.3%       3/20/2009          82.1
FORD MOTOR CRED           4.5%       3/20/2009         82.17
FORD MOTOR CRED          4.45%       4/20/2009          79.8
FORD MOTOR CRED           4.7%       4/20/2009         81.19
FORD MOTOR CRED           4.9%       5/20/2009         54.36
FORD MOTOR CRED          5.35%       5/20/2009         78.62
FORD MOTOR CRED          5.25%       6/22/2009            72
FORD MOTOR CRED           5.4%       6/22/2009         52.39
FORD MOTOR CRED           5.5%       6/22/2009            67
FORD MOTOR CRED           5.5%       6/22/2009         70.57
FORD MOTOR CRED           4.8%       7/20/2009          54.5
FORD MOTOR CRED           5.1%       7/20/2009         59.66
FORD MOTOR CRED           5.2%       7/20/2009         76.78
FORD MOTOR CRED             5%       8/20/2009          72.6
FORD MOTOR CRED             5%       8/20/2009            58
FORD MOTOR CRED           5.1%       8/20/2009         48.25
FORD MOTOR CRED           4.9%       9/21/2009         54.88
FORD MOTOR CRED             5%       9/21/2009            73
FORD MOTOR CRED             5%       9/21/2009          72.5
FORD MOTOR CRED             5%       9/21/2009         73.31
FORD MOTOR CRED          5.05%       9/21/2009         71.11
FORD MOTOR CRED           4.9%      10/20/2009         74.11
FORD MOTOR CRED           4.9%      10/20/2009         45.04
FORD MOTOR CRED          4.95%      10/20/2009         61.24
FORD MOTOR CRED          7.38%      10/28/2009            69
FORD MOTOR CRED           5.1%      11/20/2009         64.25
FORD MOTOR CRED          5.15%      11/20/2009          55.1
FORD MOTOR CRED          5.15%      11/20/2009            69
FORD MOTOR CRED          5.15%      11/20/2009         41.65
FORD MOTOR CRED          5.25%      12/21/2009         40.85
FORD MOTOR CRED          5.25%      12/21/2009         40.85
FORD MOTOR CRED          5.35%      12/21/2009          62.1
FORD MOTOR CRED           5.4%      12/21/2009         69.25
FORD MOTOR CRED           5.7%       1/15/2010          64.9
FORD MOTOR CRED          5.25%       1/20/2010            60
FORD MOTOR CRED           5.5%       1/20/2010         38.72
FORD MOTOR CRED          5.75%       1/20/2010         38.58
FORD MOTOR CRED           5.5%       2/22/2010            32
FORD MOTOR CRED           5.5%       2/22/2010         59.17
FORD MOTOR CRED           5.5%       2/22/2010         36.46
FORD MOTOR CRED             6%       2/22/2010          44.5
FORD MOTOR CRED           5.7%       3/22/2010         49.51
FORD MOTOR CRED          5.75%       3/22/2010            42
FORD MOTOR CRED           6.3%       3/22/2010          42.5
FORD MOTOR CRED          6.95%       4/20/2010            43
FORD MOTOR CRED          5.85%       5/20/2010          39.5
FORD MOTOR CRED          5.95%       5/20/2010         60.06
FORD MOTOR CRED           6.3%       5/20/2010            50
FORD MOTOR CRED          7.88%       6/15/2010          58.5
FORD MOTOR CRED          5.55%       6/21/2010         54.45
FORD MOTOR CRED          5.75%       6/21/2010         31.47
FORD MOTOR CRED          5.85%       6/21/2010          41.5
FORD MOTOR CRED             6%       6/21/2010         31.81
FORD MOTOR CRED          5.85%       7/20/2010         52.65
FORD MOTOR CRED          6.05%       7/20/2010         45.61
FORD MOTOR CRED          6.15%       7/20/2010            40
FORD MOTOR CRED             7%       7/20/2010         51.09
FORD MOTOR CRED           6.4%       8/20/2010         35.46
FORD MOTOR CRED           6.5%       8/20/2010         45.15
FORD MOTOR CRED          6.55%       8/20/2010            45
FORD MOTOR CRED          7.15%       8/20/2010            53
FORD MOTOR CRED          7.15%       8/20/2010            52
FORD MOTOR CRED          9.75%       9/15/2010         64.06
FORD MOTOR CRED          6.05%       9/20/2010         52.97
FORD MOTOR CRED          6.15%       9/20/2010            49
FORD MOTOR CRED          6.35%       9/20/2010            51
FORD MOTOR CRED          6.35%       9/20/2010         31.22
FORD MOTOR CRED          5.75%      10/20/2010         55.67
FORD MOTOR CRED             6%      10/20/2010         49.56
FORD MOTOR CRED             6%      10/20/2010         49.84
FORD MOTOR CRED          8.63%       11/1/2010          61.5
FORD MOTOR CRED           5.8%      11/22/2010          49.5
FORD MOTOR CRED           5.6%      12/20/2010         53.31
FORD MOTOR CRED             6%      12/20/2010          26.5
FORD MOTOR CRED             5%       1/20/2011         39.75
FORD MOTOR CRED          5.15%       1/20/2011         28.16
FORD MOTOR CRED          7.38%        2/1/2011          52.6
FORD MOTOR CRED           5.1%       2/22/2011         51.87
FORD MOTOR CRED          5.25%       2/22/2011          35.6
FORD MOTOR CRED          5.35%       2/22/2011            45
FORD MOTOR CRED           5.2%       3/21/2011         26.11
FORD MOTOR CRED           5.2%       3/21/2011            47
FORD MOTOR CRED          5.25%       3/21/2011         32.75
FORD MOTOR CRED           5.3%       3/21/2011          35.7
FORD MOTOR CRED           5.3%       4/20/2011            41
FORD MOTOR CRED          5.45%       4/20/2011          46.5
FORD MOTOR CRED          5.65%       5/20/2011          44.5
FORD MOTOR CRED           5.7%       5/20/2011            42
FORD MOTOR CRED          6.15%       5/20/2011         25.76
FORD MOTOR CRED           6.2%       5/20/2011            44
FORD MOTOR CRED          6.05%       6/20/2011         42.06
FORD MOTOR CRED           6.1%       6/20/2011         48.15
FORD MOTOR CRED           6.2%       6/20/2011         23.94
FORD MOTOR CRED          6.25%       6/20/2011          27.5
FORD MOTOR CRED          6.25%       6/20/2011         24.76
FORD MOTOR CRED          5.65%       7/20/2011         26.56
FORD MOTOR CRED           5.9%       7/20/2011         17.03
FORD MOTOR CRED          5.55%       8/22/2011         26.76
FORD MOTOR CRED           5.6%       8/22/2011         21.56
FORD MOTOR CRED          5.75%       8/22/2011         46.56
FORD MOTOR CRED           5.8%       8/22/2011            33
US LEASING INTL             6%        9/6/2011          29.2
FORD MOTOR CRED           5.5%       9/20/2011         39.74
FORD MOTOR CRED           5.6%       9/20/2011          19.5
FORD MOTOR CRED           5.4%      10/20/2011            22
FORD MOTOR CRED          5.45%      10/20/2011         35.38
FORD MOTOR CRED           5.5%      10/20/2011         27.75
FORD MOTOR CRED          7.25%      10/25/2011         47.75
FORD MOTOR CRED           5.6%      11/21/2011         12.98
FORD MOTOR CRED          5.65%      11/21/2011         39.68
FORD MOTOR CRED          5.65%      11/21/2011         21.68
FORD MOTOR CRED             7%      11/26/2011         25.31
FORD MOTOR CRED           5.7%      12/20/2011         21.88
FORD MOTOR CRED          5.75%      12/20/2011            44
FORD MOTOR CRED          5.85%       1/20/2012            33
FORD MOTOR CRED             6%       1/20/2012         36.83
FORD MOTOR CRED           7.3%       1/23/2012         31.06
FORD MOTOR CRED          5.75%       2/21/2012         30.28
FORD MOTOR CRED           7.8%        6/1/2012            52
FORD MOTOR CRED             7%       8/15/2012         24.25
FORD MOTOR CRED          6.85%       9/20/2013            20
FORD MOTOR CRED          7.05%       9/20/2013            16
FORD MOTOR CRED           7.1%       9/20/2013          29.1
FORD MOTOR CRED          6.75%      10/21/2013         14.77
FORD MOTOR CRED             6%       1/21/2014            26
FORD MOTOR CRED          5.75%       2/20/2014            18
FORD MOTOR CRED             6%       3/20/2014            21
FORD MOTOR CRED             6%       3/20/2014         16.75
FORD MOTOR CRED             6%       3/20/2014            15
FORD MOTOR CRED          6.05%       4/21/2014         12.89
FORD MOTOR CRED           6.2%       4/21/2014         14.88
FORD MOTOR CRED          6.25%       4/21/2014         16.88
FORD MOTOR CRED          6.35%       4/21/2014         29.25
FORD MOTOR CRED           6.3%       5/20/2014            27
FORD MOTOR CRED          6.85%       5/20/2014            21
FORD MOTOR CRED          6.65%       6/20/2014          25.1
FORD MOTOR CRED          6.75%       6/20/2014         13.34
FORD MOTOR CRED           6.8%       6/20/2014         16.75
FORD MOTOR CRED           6.8%       6/20/2014          26.1
FORD MOTOR CRED          6.55%       7/21/2014          26.1
FORD MOTOR CRED             6%      11/20/2014          25.1
FORD MOTOR CRED             6%      11/20/2014          25.1
FORD MOTOR CRED             6%      11/20/2014            18
FORD MOTOR CRED          6.05%      12/22/2014            21
FORD MOTOR CRED          6.05%      12/22/2014            17
FORD MOTOR CRED          6.15%       1/20/2015            20
FORD MOTOR CRED          6.25%       1/20/2015            17
FORD MOTOR CRED          6.05%       2/20/2015            21
FORD MOTOR CRED          7.35%       3/20/2015         18.76
FORD HOLDINGS            9.38%        3/1/2020         24.98
FORD MOTOR CO            9.22%       9/15/2021         29.88
FORD HOLDINGS             9.3%        3/1/2030            25
FORD MOTOR CO             8.9%       1/15/2032          22.5
FORD MOTOR CO            9.98%       2/15/2047         27.55
FIRST DATA CORP          5.63%       11/1/2011          30.1
FIRST DATA CORP           4.7%        8/1/2013            22
FIRST DATA CORP          4.95%       6/15/2015            19
FLEETWOOD ENTERP            5%      12/15/2023            73
FREMONT GEN CORP         7.88%       3/17/2009            50
FINLAY FINE JWLY         8.38%        6/1/2012         16.54
FREESCALE SEMICO        10.13%      12/15/2016            34
FIBERTOWER CORP             9%      11/15/2012         30.25
ROUSE COMPANY            5.38%      11/26/2013            22
GGP LP                   3.98%       4/15/2027           8.8
GENERAL MOTORS            7.2%       1/15/2011         30.56
GENERAL MOTORS           9.45%       11/1/2011         30.46
GENERAL MOTORS           7.13%       7/15/2013          22.5
GENERAL MOTORS            7.7%       4/15/2016          27.5
GENERAL MOTORS            8.8%        3/1/2021         24.38
GENERAL MOTORS            9.4%       7/15/2021            21
GENERAL MOTORS           8.25%       7/15/2023            22
GENERAL MOTORS            8.1%       6/15/2024            20
GENERAL MOTORS           8.38%       7/15/2033         22.03
GMAC LLC                 4.65%      11/15/2008         99.88
GMAC LLC                  4.7%      11/15/2008         99.88
GMAC LLC                 6.13%      11/15/2008          98.5
GMAC LLC                 6.25%      11/15/2008         98.88
GMAC LLC                  6.5%      11/15/2008         98.88
GMAC LLC                 4.25%       3/15/2009            60
GMAC LLC                 5.63%       5/15/2009            71
GMAC LLC                  6.7%       6/15/2009         72.63
GMAC LLC                  6.9%       6/15/2009         51.34
GMAC LLC                 5.05%       7/15/2009         40.68
GMAC LLC                  5.1%       7/15/2009         36.25
GMAC LLC                 5.25%       7/15/2009         39.88
GMAC LLC                 5.25%       7/15/2009         40.96
GMAC LLC                  6.7%       7/15/2009         41.66
GMAC LLC                  6.8%       7/15/2009         68.43
GMAC LLC                 6.85%       7/15/2009         65.94
GMAC LLC                    7%       7/15/2009            50
GMAC LLC                    5%       8/15/2009            40
GMAC LLC                    5%       8/15/2009         37.26
GMAC LLC                  5.1%       8/15/2009         37.96
GMAC LLC                 5.25%       8/15/2009            53
GMAC LLC                 5.25%       8/15/2009         37.88
GMAC LLC                    7%       8/15/2009          60.8
GMAC LLC                 7.13%       8/15/2009         38.24
GMAC LLC                 7.15%       8/15/2009         45.23
GMAC LLC                  7.2%       8/15/2009         42.83
GMAC LLC                    5%       9/15/2009         46.95
GMAC LLC                    5%       9/15/2009         39.68
GMAC LLC                    5%       9/15/2009         37.43
GMAC LLC                  5.1%       9/15/2009          42.5
GMAC LLC                    7%       9/15/2009         59.86
GMAC LLC                    7%       9/15/2009         63.55
GMAC LLC                  4.9%      10/15/2009         46.23
GMAC LLC                  4.9%      10/15/2009            45
GMAC LLC                 4.95%      10/15/2009         66.74
GMAC LLC                    5%      10/15/2009            51
GMAC LLC                 6.85%      10/15/2009          67.5
GMAC LLC                    7%      10/15/2009            51
GMAC LLC                    7%      10/15/2009          68.2
GMAC LLC                 7.05%      10/15/2009            55
GMAC LLC                  5.2%      11/15/2009            62
GMAC LLC                  5.2%      11/15/2009            45
GMAC LLC                 5.25%      11/15/2009            34
GMAC LLC                 5.25%      11/15/2009            35
GMAC LLC                 5.35%      11/15/2009         33.91
GMAC LLC                 6.75%      11/15/2009         33.65
GMAC LLC                  6.8%      11/15/2009         65.91
GMAC LLC                    7%      11/15/2009            48
GMAC LLC                    7%      11/15/2009         58.34
GMAC LLC                 7.25%      11/15/2009         34.96
GMAC LLC                 5.35%      12/15/2009            48
GMAC LLC                 5.35%      12/15/2009            48
GMAC LLC                  5.4%      12/15/2009            35
GMAC LLC                  5.4%      12/15/2009          25.9
GMAC LLC                    7%      12/15/2009          70.2
GMAC LLC                  5.3%       1/15/2010         31.88
GMAC LLC                  5.5%       1/15/2010         32.28
GMAC LLC                 5.75%       1/15/2010         35.05
GMAC LLC                    6%       1/15/2010            48
GMAC LLC                    7%       1/15/2010         55.68
GMAC LLC                 7.25%       1/15/2010            47
GMAC LLC                 5.85%       2/15/2010         56.76
GMAC LLC                    6%       2/15/2010         38.75
GMAC LLC                    6%       2/15/2010         31.75
GMAC LLC                 6.05%       3/15/2010         31.93
GMAC LLC                 6.15%       3/15/2010            44
GMAC LLC                  6.5%       3/15/2010         30.96
GMAC LLC                    7%       3/15/2010         31.29
GMAC LLC                 8.05%       4/15/2010          60.1
GMAC LLC                  8.4%       4/15/2010          38.9
GMAC LLC                  8.5%       5/15/2010         60.21
GMAC LLC                    8%       6/15/2010         39.84
GMAC LLC                    8%       6/15/2010         27.15
GMAC LLC                    8%       6/15/2010         37.09
GMAC LLC                    8%       7/15/2010         57.54
GMAC LLC                    8%       7/15/2010         57.78
GMAC LLC                  8.2%       7/15/2010            56
GMAC LLC                 7.15%       8/15/2010         53.72
GMAC LLC                  7.7%       8/15/2010          57.7
GMAC LLC                 7.85%       8/15/2010         56.24
GMAC LLC                    8%       9/15/2010          57.5
GMAC LLC                  8.5%      10/15/2010            35
GMAC LLC                  8.5%      10/15/2010          40.5
GMAC LLC                    6%        4/1/2011          42.5
GMAC LLC                 6.75%       9/15/2011         21.42
GMAC LLC                 6.63%      10/15/2011         20.05
GMAC LLC                 6.75%      10/15/2011          19.5
GMAC LLC                 6.75%      10/15/2011          42.7
GMAC LLC                    7%      10/15/2011         21.31
GMAC LLC                    6%      12/15/2011            43
GMAC LLC                  6.5%       7/15/2012         26.95
GMAC LLC                 6.75%       7/15/2012         17.29
GMAC LLC                 7.13%       8/15/2012         24.75
GMAC LLC                 7.25%       8/15/2012         17.38
GMAC LLC                 6.88%       8/28/2012          37.9
GMAC LLC                 6.75%       9/15/2012          33.5
GMAC LLC                 6.75%       9/15/2012         19.88
GMAC LLC                    7%       9/15/2012          17.5
GMAC LLC                  7.1%       9/15/2012          27.3
GMAC LLC                 6.75%      10/15/2012         15.62
GMAC LLC                 6.88%      10/15/2012         20.75
GMAC LLC                    7%      10/15/2012         25.35
GMAC LLC                  7.5%      10/15/2012         29.85
GMAC LLC                 7.75%      10/15/2012         15.65
GMAC LLC                    7%      11/15/2012          16.4
GMAC LLC                 7.15%      11/15/2012            37
GMAC LLC                 7.63%      11/15/2012            25
GMAC LLC                 7.88%      11/15/2012          33.5
GMAC LLC                    7%      12/15/2012         24.88
GMAC LLC                 7.25%      12/15/2012            25
GMAC LLC                 7.25%      12/15/2012         16.44
GMAC LLC                    7%       1/15/2013         24.38
GMAC LLC                  7.1%       1/15/2013          14.9
GMAC LLC                  7.1%       1/15/2013          20.1
GMAC LLC                 6.45%       2/15/2013            16
GMAC LLC                  6.5%       2/15/2013         26.39
GMAC LLC                  6.8%       2/15/2013            16
GMAC LLC                  6.3%       3/15/2013          22.1
GMAC LLC                  6.4%       3/15/2013         20.75
GMAC LLC                  6.5%       3/15/2013         24.24
GMAC LLC                  6.5%       4/15/2013            30
GMAC LLC                 6.75%       4/15/2013         25.87
GMAC LLC                 6.75%       4/15/2013          22.1
GMAC LLC                  6.8%       4/15/2013            18
GMAC LLC                 6.88%       4/15/2013         20.75
GMAC LLC                 5.85%       5/15/2013            25
GMAC LLC                  6.1%       5/15/2013            25
GMAC LLC                 6.35%       5/15/2013         19.46
GMAC LLC                  5.7%       6/15/2013         24.27
GMAC LLC                 5.85%       6/15/2013            26
GMAC LLC                 5.85%       6/15/2013         24.92
GMAC LLC                    6%       7/15/2013         32.36
GMAC LLC                 6.25%       7/15/2013         32.54
GMAC LLC                  5.7%      10/15/2013            25
GMAC LLC                 6.25%      10/15/2013          18.5
GMAC LLC                  6.3%      10/15/2013          20.1
GMAC LLC                    6%      11/15/2013          16.6
GMAC LLC                  6.2%      11/15/2013         25.25
GMAC LLC                  6.3%      11/15/2013            18
GMAC LLC                  5.7%      12/15/2013            19
GMAC LLC                  5.9%      12/15/2013            21
GMAC LLC                  5.9%      12/15/2013         16.84
GMAC LLC                 5.35%       1/15/2014         16.33
GMAC LLC                  6.7%       5/15/2014            16
GMAC LLC                    9%       7/15/2015         18.39
GMAC LLC                    8%       8/15/2015            16
GMAC LLC                  8.4%       8/15/2015          25.1
GMAC LLC                 6.75%       7/15/2016            19
GMAC LLC                  6.6%       8/15/2016         17.75
GMAC LLC                  6.7%       8/15/2016            16
GMAC LLC                 6.75%       8/15/2016          18.5
GMAC LLC                 6.88%       8/15/2016            16
GMAC LLC                 6.75%       9/15/2016            17
GMAC LLC                 7.38%      11/15/2016          18.7
GMAC LLC                  7.5%      11/15/2016         15.75
GMAC LLC                  6.9%       6/15/2017          19.5
GMAC LLC                    7%       6/15/2017            19
GMAC LLC                  7.5%       8/15/2017          19.5
GMAC LLC                 7.25%       9/15/2017         14.69
GMAC LLC                 7.25%       9/15/2017         14.69
GMAC LLC                 7.25%       9/15/2017            22
GMAC LLC                 7.13%      10/15/2017         16.88
GMAC LLC                  7.2%      10/15/2017          16.5
GMAC LLC                 7.75%      10/15/2017            21
GMAC LLC                    8%      10/15/2017         14.75
GMAC LLC                  7.5%      11/15/2017          16.5
GMAC LLC                  7.5%      11/15/2017            21
GMAC LLC                    8%      11/15/2017         24.25
GMAC LLC                 8.13%      11/15/2017         16.79
GMAC LLC                  7.4%      12/15/2017            19
GMAC LLC                  7.5%      12/15/2017            19
GMAC LLC                 7.25%       1/15/2018          21.1
GMAC LLC                  7.3%       1/15/2018         17.05
GMAC LLC                  7.3%       1/15/2018            19
GMAC LLC                    7%       2/15/2018          10.5
GMAC LLC                    7%       2/15/2018            19
GMAC LLC                    7%       2/15/2018            15
GMAC LLC                 6.75%       3/15/2018            16
GMAC LLC                    7%       3/15/2018            17
GMAC LLC                 7.05%       3/15/2018            21
GMAC LLC                 7.05%       3/15/2018         15.65
GMAC LLC                 7.25%       4/15/2018            16
GMAC LLC                 7.25%       4/15/2018         20.33
GMAC LLC                 7.35%       4/15/2018          13.6
GMAC LLC                  6.6%       5/15/2018            21
GMAC LLC                    7%       5/15/2018          19.5
GMAC LLC                 6.65%       6/15/2018            21
GMAC LLC                  6.7%       6/15/2018            20
GMAC LLC                  6.7%       6/15/2018          16.5
GMAC LLC                 6.75%       7/15/2018            18
GMAC LLC                  6.9%       7/15/2018            19
GMAC LLC                  6.9%       8/15/2018            19
GMAC LLC                 7.25%       8/15/2018            19
GMAC LLC                 7.25%       8/15/2018         17.73
GMAC LLC                 6.75%       9/15/2018         17.75
GMAC LLC                  6.8%       9/15/2018          14.8
GMAC LLC                 7.15%       9/15/2018            20
GMAC LLC                 7.25%       9/15/2018         16.63
GMAC LLC                 6.65%      10/15/2018         21.02
GMAC LLC                  6.5%      11/15/2018         13.77
GMAC LLC                  6.7%      11/15/2018            19
GMAC LLC                  6.5%      12/15/2018            20
GMAC LLC                    6%       2/15/2019         16.75
GMAC LLC                    6%       2/15/2019            17
GMAC LLC                    6%       3/15/2019         17.55
GMAC LLC                    6%       3/15/2019         16.75
GMAC LLC                    6%       3/15/2019            18
GMAC LLC                    6%       3/15/2019         16.55
GMAC LLC                    6%       4/15/2019            15
GMAC LLC                  6.2%       4/15/2019            17
GMAC LLC                 6.25%       4/15/2019            15
GMAC LLC                 6.25%       5/15/2019            12
GMAC LLC                  6.5%       5/15/2019            19
GMAC LLC                 6.75%       5/15/2019         17.88
GMAC LLC                  6.6%       6/15/2019         12.18
GMAC LLC                 6.35%       7/15/2019         14.36
GMAC LLC                 6.13%      10/15/2019         17.63
GMAC LLC                 6.15%      10/15/2019         15.75
GMAC LLC                  6.4%      11/15/2019          19.5
GMAC LLC                    9%       7/15/2020         23.52
GMAC LLC                    7%      11/15/2024          15.8
GMAC LLC                    7%      11/15/2024          18.5
GMAC LLC                    7%      11/15/2024         14.75
GMAC LLC                 7.25%       1/15/2025            15
GMAC LLC                    8%       3/15/2025            17
GENWORTH FINL            4.75%       6/15/2009            80
GENWORTH FINL            6.15%      11/15/2066         10.25
GLOBALSTAR INC           5.75%        4/1/2028         17.15
GENCORP INC                 4%       1/16/2024         65.75
REALOGY CORP             10.5%       4/15/2014          32.8
REALOGY CORP            12.38%       4/15/2015            21
HERBST GAMING            8.13%        6/1/2012          0.88
PARK PLACE ENT            7.5%        9/1/2009          35.1
PARK PLACE ENT           7.88%       3/15/2010            52
HARRAHS OPER CO           5.5%        7/1/2010          51.5
PARK PLACE ENT           8.13%       5/15/2011            35
HARRAHS OPER CO          5.38%      12/15/2013            19
HARRAHS OPER CO          5.63%        6/1/2015          14.5
HARRAHS OPER CO         10.75%        2/1/2016         33.14
HARRAHS OPER CO           6.5%        6/1/2016         14.75
HARRAHS OPER CO          5.75%       10/1/2017            15
HILTON HOTELS             7.2%      12/15/2009            71
HINES NURSERIES         10.25%       10/1/2011            12
K HOVNANIAN ENTR            8%        4/1/2012          34.5
K HOVNANIAN ENTR         8.88%        4/1/2012          37.5
K HOVNANIAN ENTR          6.5%       1/15/2014            29
HSBC FINANCE CRP          5.1%      11/15/2008         99.75
HAWAIIAN TELCOM          9.75%        5/1/2013             9
HAWAIIAN TELCOM          12.5%        5/1/2015            13
BORDEN INC               8.38%       4/15/2016            20
BORDEN INC               7.88%       2/15/2023            12
INN OF THE MOUNT           12%      11/15/2010            40
KEMET CORP               2.25%      11/15/2026         26.74
KEMET CORP               2.25%      11/15/2026         27.75
KIMBALL HILL INC         10.5%      12/15/2012          4.25
KELLWOOD CO              7.88%       7/15/2009            58
LAZYDAYS RV             11.75%       5/15/2012            21
PIEDMONT AVIAT          10.35%       3/28/2011             1
US AIRWAYS GROUP            7%       9/30/2020            59
LEAR CORP                 8.5%       12/1/2013          33.5
LEHMAN BROS HLDG            4%        8/3/2009            10
LEHMAN BROS HLDG          7.2%       8/15/2009            10
LEHMAN BROS HLDG        12.12%       9/11/2009          8.63
LEHMAN BROS HLDG         7.88%       11/1/2009         11.63
LEHMAN BROS HLDG         3.95%      11/10/2009         12.75
LEHMAN BROS HLDG         4.25%       1/27/2010         12.75
LEHMAN BROS HLDG          4.5%       7/26/2010          12.2
LEHMAN BROS HLDG         7.88%       8/15/2010         12.75
LEHMAN BROS HLDG         4.38%      11/30/2010         12.05
LEHMAN BROS HLDG            5%       1/14/2011          12.5
LEHMAN BROS HLDG            6%        4/1/2011            12
LEHMAN BROS HLDG         5.75%       4/25/2011         11.25
LEHMAN BROS HLDG         5.75%       7/18/2011         10.88
LEHMAN BROS HLDG          4.5%        8/3/2011          9.35
LEHMAN BROS HLDG         6.63%       1/18/2012         10.45
LEHMAN BROS HLDG         5.25%        2/6/2012            11
LEHMAN BROS HLDG         0.25%       6/29/2012          8.63
LEHMAN BROS HLDG            6%       7/19/2012          10.5
LEHMAN BROS HLDG            5%       1/22/2013          9.53
LEHMAN BROS HLDG         5.63%       1/24/2013         12.75
LEHMAN BROS HLDG          5.1%       1/28/2013             9
LEHMAN BROS HLDG            5%       2/11/2013            10
LEHMAN BROS HLDG          4.8%       2/27/2013           7.5
LEHMAN BROS HLDG          4.7%        3/6/2013          9.61
LEHMAN BROS HLDG            5%       3/27/2013           8.2
LEHMAN BROS HLDG         5.75%       5/17/2013            11
LEHMAN BROS HLDG            2%        8/1/2013          8.63
LEHMAN BROS HLDG         5.25%       1/30/2014            20
LEHMAN BROS HLDG          4.8%       3/13/2014         12.75
LEHMAN BROS HLDG            5%        8/3/2014          8.25
LEHMAN BROS HLDG          6.2%       9/26/2014         12.75
LEHMAN BROS HLDG         5.15%        2/4/2015          7.06
LEHMAN BROS HLDG         5.25%       2/11/2015             6
LEHMAN BROS HLDG          8.8%        3/1/2015         11.38
LEHMAN BROS HLDG          8.5%        8/1/2015            10
LEHMAN BROS HLDG            5%        8/5/2015           7.5
LEHMAN BROS HLDG            5%      12/18/2015           8.5
LEHMAN BROS HLDG          5.5%        4/4/2016            11
LEHMAN BROS HLDG           11%      10/25/2017             6
LEHMAN BROS HLDG         5.88%      11/15/2017            14
LEHMAN BROS HLDG          5.6%       1/22/2018             8
LEHMAN BROS HLDG          5.7%       1/28/2018          8.17
LEHMAN BROS HLDG          5.5%        2/4/2018          9.27
LEHMAN BROS HLDG         5.55%       2/11/2018           9.1
LEHMAN BROS HLDG          5.5%       2/19/2018          4.52
LEHMAN BROS HLDG         5.35%       2/25/2018           8.9
LEHMAN BROS HLDG         6.88%        5/2/2018         12.63
LEHMAN BROS HLDG          5.5%       11/4/2018          8.06
LEHMAN BROS HLDG         8.05%       1/15/2019           7.1
LEHMAN BROS HLDG            4%       4/16/2019          6.97
LEHMAN BROS HLDG            6%       1/22/2020           9.6
LEHMAN BROS HLDG            6%       2/12/2020             5
LEHMAN BROS HLDG          5.1%       2/15/2020          4.13
LEHMAN BROS HLDG          5.5%       2/27/2020           8.5
LEHMAN BROS HLDG          5.4%        3/6/2020           5.5
LEHMAN BROS HLDG         5.25%        3/8/2020           2.6
LEHMAN BROS HLDG         5.35%       3/13/2020         13.06
LEHMAN BROS HLDG          5.4%       3/20/2020           9.5
LEHMAN BROS HLDG          5.2%       5/13/2020         10.93
LEHMAN BROS HLDG          5.5%       8/19/2020          7.85
LEHMAN BROS HLDG          5.8%        9/3/2020          6.25
LEHMAN BROS HLDG            6%       1/29/2021           8.4
LEHMAN BROS HLDG         6.25%        2/5/2021           6.5
LEHMAN BROS HLDG          8.5%       6/15/2022          6.38
LEHMAN BROS HLDG         6.75%        7/1/2022           8.1
LEHMAN BROS HLDG          6.6%       10/3/2022          6.41
LEHMAN BROS HLDG          6.4%      10/11/2022           6.5
LEHMAN BROS HLDG            9%      12/28/2022          8.63
LEHMAN BROS HLDG          9.5%      12/28/2022          8.95
LEHMAN BROS HLDG          9.5%       1/30/2023          8.75
LEHMAN BROS HLDG         6.25%       2/22/2023             7
LEHMAN BROS HLDG          9.5%       2/27/2023             7
LEHMAN BROS HLDG          6.5%        3/6/2023           5.5
LEHMAN BROS HLDG           10%       3/13/2023           8.4
LEHMAN BROS HLDG          5.5%       3/14/2023           9.1
LEHMAN BROS HLDG            8%       3/17/2023          8.63
LEHMAN BROS HLDG         5.75%       3/27/2023             8
LEHMAN BROS HLDG          5.5%        4/8/2023          9.35
LEHMAN BROS HLDG          5.5%       4/15/2023             7
LEHMAN BROS HLDG          5.5%       4/23/2023             8
LEHMAN BROS HLDG         5.38%        5/6/2023         11.03
LEHMAN BROS HLDG            7%       5/12/2023          8.25
LEHMAN BROS HLDG         5.25%       5/20/2023          3.56
LEHMAN BROS HLDG            5%       5/28/2023          7.88
LEHMAN BROS HLDG            5%       5/30/2023           8.9
LEHMAN BROS HLDG            5%       6/17/2023            11
LEHMAN BROS HLDG          4.8%       6/24/2023          8.98
LEHMAN BROS HLDG          5.5%        8/5/2023          4.41
LEHMAN BROS HLDG          6.1%       8/12/2023          5.25
LEHMAN BROS HLDG         5.75%       9/16/2023          8.56
LEHMAN BROS HLDG          5.6%       9/23/2023            10
LEHMAN BROS HLDG          5.5%       10/7/2023             8
LEHMAN BROS HLDG         5.75%      10/15/2023             5
LEHMAN BROS HLDG         7.73%      10/15/2023           9.5
LEHMAN BROS HLDG         5.75%      10/21/2023             5
LEHMAN BROS HLDG         5.75%      11/12/2023          9.17
LEHMAN BROS HLDG         5.75%      11/25/2023           6.5
LEHMAN BROS HLDG        10.38%       5/24/2024          10.5
LEHMAN BROS HLDG         5.45%       3/15/2025          7.76
LEHMAN BROS INC           7.5%        8/1/2026            14
LEHMAN BROS HLDG          6.2%       6/15/2027             8
LEHMAN BROS HLDG          6.6%       6/18/2027           8.1
LEHMAN BROS HLDG         6.63%       7/27/2027            10
LEHMAN BROS HLDG          6.5%       9/20/2027           7.8
LEHMAN BROS HLDG            7%       9/27/2027            12
LEHMAN BROS HLDG          6.5%      10/18/2027           8.9
LEHMAN BROS HLDG          6.5%      10/25/2027          7.63
LEHMAN BROS HLDG           11%       3/17/2028           6.5
LEHMAN BROS HLDG            6%      10/23/2028             7
LEHMAN BROS HLDG            6%      11/18/2028          8.94
LEHMAN BROS HLDG         5.75%      12/16/2028             8
LEHMAN BROS HLDG         5.75%      12/23/2028           9.3
LEHMAN BROS HLDG          5.5%       1/27/2029          7.06
LEHMAN BROS HLDG          5.5%        2/3/2029             5
LEHMAN BROS HLDG          5.7%       2/10/2029             6
LEHMAN BROS HLDG          5.6%       2/17/2029           5.5
LEHMAN BROS HLDG          5.6%       2/24/2029          6.75
LEHMAN BROS HLDG          5.6%        3/2/2029          7.05
LEHMAN BROS HLDG         5.55%        3/9/2029           8.4
LEHMAN BROS HLDG          5.4%       3/30/2029          7.06
LEHMAN BROS HLDG         5.45%        4/6/2029             5
LEHMAN BROS HLDG          5.7%       4/13/2029             8
LEHMAN BROS HLDG          5.9%        5/4/2029           8.1
LEHMAN BROS HLDG            6%       5/11/2029           8.9
LEHMAN BROS HLDG          6.2%       5/25/2029          1.26
LEHMAN BROS HLDG         6.05%       6/29/2029          8.95
LEHMAN BROS HLDG            6%       7/20/2029           5.3
LEHMAN BROS HLDG         5.75%       8/24/2029           8.1
LEHMAN BROS HLDG         5.75%       9/14/2029          8.95
LEHMAN BROS HLDG         5.75%      10/12/2029          4.56
LEHMAN BROS HLDG         5.65%      11/23/2029           8.4
LEHMAN BROS HLDG          5.7%      12/14/2029             6
LEHMAN BROS HLDG         5.55%       1/25/2030          7.63
LEHMAN BROS HLDG         5.45%       2/22/2030          8.65
LEHMAN BROS HLDG          5.6%       2/25/2030           6.5
LEHMAN BROS HLDG         5.63%       3/15/2030          4.13
LEHMAN BROS HLDG         5.75%       3/29/2030           8.5
LEHMAN BROS HLDG          5.6%        5/3/2030             8
LEHMAN BROS HLDG         5.35%       6/14/2030           8.4
LEHMAN BROS HLDG          5.4%       6/21/2030          3.52
LEHMAN BROS HLDG         5.45%       7/19/2030          9.95
LEHMAN BROS HLDG          5.5%        8/2/2030           9.5
LEHMAN BROS HLDG         5.65%       8/16/2030          1.35
LEHMAN BROS HLDG         5.45%       9/20/2030             6
LEHMAN BROS HLDG         5.55%       9/27/2030          2.99
LEHMAN BROS HLDG          5.8%      10/25/2030           7.5
LEHMAN BROS HLDG         5.85%       11/8/2030         13.75
LEHMAN BROS HLDG         5.95%      12/20/2030             9
LEHMAN BROS HLDG          5.9%        2/7/2031           5.5
LEHMAN BROS HLDG            6%       3/21/2031           7.7
LEHMAN BROS HLDG         6.15%       4/11/2031           8.4
LEHMAN BROS HLDG            6%        5/3/2032          0.15
LEHMAN BROS HLDG         6.85%       8/16/2032           7.6
LEHMAN BROS HLDG          6.9%        9/1/2032           7.7
LEHMAN BROS HLDG          6.8%        9/7/2032           8.9
LEHMAN BROS HLDG            7%       10/4/2032           7.5
LEHMAN BROS HLDG          6.5%      11/15/2032          6.75
LEHMAN BROS HLDG          6.5%       1/17/2033             5
LEHMAN BROS HLDG            6%       4/30/2034          9.17
LEHMAN BROS HLDG            6%       7/30/2034             5
LEHMAN BROS HLDG         5.55%      12/31/2034          6.02
LEHMAN BROS HLDG         5.65%      12/31/2034          8.05
LEHMAN BROS HLDG            6%       2/21/2036           6.5
LEHMAN BROS HLDG            6%       2/24/2036             9
LEHMAN BROS HLDG          6.9%       6/20/2036           7.5
LEHMAN BROS HLDG          6.4%      12/19/2036             7
LEHMAN BROS HLDG          6.5%      12/22/2036           7.5
LEHMAN BROS HLDG            6%       2/12/2037          8.95
LEHMAN BROS HLDG          6.5%       2/13/2037           8.9
LEHMAN BROS HLDG          6.3%       3/27/2037          10.1
LEHMAN BROS HLDG          6.5%       6/21/2037           8.1
LEHMAN BROS HLDG          6.5%       7/13/2037          3.62
LEHMAN BROS HLDG            7%       7/27/2037           8.9
LEHMAN BROS HLDG            7%       9/28/2037          4.95
LEHMAN BROS HLDG         6.75%      10/26/2037             7
LEHMAN BROS HLDG            7%      11/16/2037           9.5
LEHMAN BROS HLDG            7%      12/28/2037           8.9
LEHMAN BROS HLDG            7%       1/31/2038             7
LEHMAN BROS HLDG            7%        2/7/2038             7
LEHMAN BROS HLDG            7%        2/8/2038           8.4
LEHMAN BROS HLDG         7.05%       2/27/2038          4.95
LEHMAN BROS HLDG         7.25%       2/27/2038          7.25
LEHMAN BROS HLDG          7.1%       3/25/2038             9
LEHMAN BROS HLDG            7%       4/22/2038          5.04
LEHMAN BROS HLDG         7.25%       4/29/2038          8.63
LEHMAN BROS HLDG         7.35%        5/6/2038            10
CHENIERE ENERGY          2.25%        8/1/2012            22
LIFECARE HOLDING         9.25%       8/15/2013            35
CREDENCE SYSTEM           3.5%       5/15/2010            35
LEVEL 3 COMM INC         11.5%        3/1/2010          57.2
LEVEL 3 COMM INC            6%       3/15/2010         60.25
LEVEL 3 COMM INC         2.88%       7/15/2010         53.13
MILLENNIUM AMER          7.63%      11/15/2026            20
MAJESTIC STAR             9.5%      10/15/2010          37.5
MAJESTIC STAR            9.75%       1/15/2011           3.5
MAGNA ENTERTAINM         7.25%      12/15/2009            51
MAGNA ENTERTAINM         8.55%       6/15/2010          46.2
MERRILL LYNCH              11%       4/28/2009         17.44
MERRILL LYNCH              12%       3/26/2010         19.08
MERRILL LYNCH            8.06%        3/9/2011          90.5
MERISANT CO               9.5%       7/15/2013            36
MERIX CORP                  4%       5/15/2013            25
MANDALAY RESORTS         9.38%       2/15/2010         66.94
MGM MIRAGE               8.38%        2/1/2011          60.1
MASONITE CORP              11%        4/6/2015         14.75
MICHAELS STORES         11.38%       11/1/2016            28
MORRIS PUBLISH              7%        8/1/2013         10.03
MORGAN ST DEAN W         1.25%      12/30/2008         74.25
MUZAK LLC/FIN              10%       2/15/2009          79.5
NORTH ATL TRADNG         9.25%        3/1/2012            41
NCI BLDG SYSTEMS         2.13%      11/15/2024         71.22
NCI BLDG SYSTEMS         2.13%      11/15/2024         70.16
NEFF CORP                  10%        6/1/2015          15.5
NEWARK GROUP INC         9.75%       3/15/2014            10
NTK HOLDINGS INC            0%        3/1/2014            31
NORTEK INC                8.5%        9/1/2014          33.5
LEINER HEALTH              11%        6/1/2012            21
OSCIENT PHARM             3.5%       4/15/2011         13.25
OSI RESTAURANT             10%       6/15/2015            18
PHH CORP                 6.45%       4/15/2010          55.5
PHH CORP                  6.7%       4/15/2010         63.38
PALM HARBOR              3.25%       5/15/2024         40.25
PIERRE FOODS INC         9.88%       7/15/2012             5
PLIANT CORP             11.13%        9/1/2009            31
PLY GEM INDS                9%       2/15/2012         30.25
PINNACLE AIRLINE         3.25%       2/15/2025         64.75
PORTOLA PACKAGIN         8.25%        2/1/2012            40
PILGRIM'S PRIDE          7.63%        5/1/2015            24
PILGRIM'S PRIDE          8.38%        5/1/2017          16.2
PROVIDENCE SERV           6.5%       5/15/2014         18.35
PRIMUS TELECOM          12.75%      10/15/2009         69.89
PRIMUS TELECOM           3.75%       9/15/2010         51.75
PRIMUS TELECOM              8%       1/15/2014            20
POPE & TALBOT            8.38%        6/1/2013           1.1
NUTRITIONAL SRC         10.13%        8/1/2009          21.5
POWERWAVE TECH           1.88%      11/15/2024            14
QUALITY DISTRIBU            9%      11/15/2010         34.75
RITE AID CORP            6.88%       8/15/2013         36.88
RITE AID CORP             8.5%       5/15/2015          28.5
RAFAELLA APPAREL        11.25%       6/15/2011         38.75
COLLEGIATE PAC           5.75%       12/1/2009          70.5
RESIDENTIAL CAP          8.38%       6/30/2010          2.97
RESIDENTIAL CAP             8%       2/22/2011            20
RESIDENTIAL CAP           8.5%        6/1/2012         10.92
RESIDENTIAL CAP           8.5%       4/17/2013           4.3
RESIDENTIAL CAP          8.88%       6/30/2015            19
RH DONNELLEY             6.88%       1/15/2013          20.5
RH DONNELLEY             6.88%       1/15/2013            20
RH DONNELLEY             6.88%       1/15/2013            25
DEX MEDIA WEST           9.88%       8/15/2013            32
DEX MEDIA INC               8%      11/15/2013         19.26
RH DONNELLEY             8.88%       1/15/2016          19.5
RH DONNELLEY             8.88%      10/15/2017            20
ROTECH HEALTHCA           9.5%        4/1/2012         29.88
RADIO ONE INC            8.88%        7/1/2011            53
ISTAR FINANCIAL          5.38%       4/15/2010            52
ISTAR FINANCIAL             6%      12/15/2010            46
ISTAR FINANCIAL          5.13%        4/1/2011         41.75
ISTAR FINANCIAL          5.65%       9/15/2011         40.84
SEARS ROEBUCK AC            6%      11/20/2008          99.5
SEARS ROEBUCK AC            6%      11/24/2008          98.6
SEARS ROEBUCK AC          7.5%       1/15/2013         31.02
SEARS ROEBUCK AC         7.15%       3/15/2013            35
SIRIUS SATELLITE          2.5%       2/15/2009         83.75
XM SATELLITE               10%       12/1/2009         39.13
SIRIUS SATELLITE         9.63%        8/1/2013         29.72
XM SATELLITE             9.75%        5/1/2014         29.38
SIX FLAGS INC            8.88%        2/1/2010         25.73
SIX FLAGS INC            9.75%       4/15/2013            11
SIX FLAGS INC            9.63%        6/1/2014          14.5
SIX FLAGS INC             4.5%       5/15/2015           7.5
SLM CORP                  4.4%       9/15/2011            22
STANLEY-MARTIN           9.75%       8/15/2015            25
ST JUDE MEDICAL           2.8%      12/15/2035          96.6
STATION CASINOS             6%        4/1/2012         34.75
STATION CASINOS           6.5%        2/1/2014            10
STATION CASINOS          6.88%        3/1/2016            10
STATION CASINOS          6.63%       3/15/2018            10
TEKNI-PLEX INC          12.75%       6/15/2010            65
TEMPLE-INLAND            6.75%        3/1/2009         91.42
THORNBURG MTG               8%       5/15/2013         19.63
TOUSA INC                   9%        7/1/2010          17.5
TOUSA INC                   9%        7/1/2010          12.5
TOUSA INC                 7.5%       3/15/2011           0.5
TOYOTA-CALL11/08         5.35%      11/20/2013         99.81
TOYOTA-CALL11/08         5.45%      11/20/2014         97.77
TOYOTA-CALL11/08         5.45%      11/21/2016            98
TRIBUNE CO               4.88%       8/15/2010         36.25
TIMES MIRROR CO          7.25%        3/1/2013         19.75
TRIBUNE CO               5.25%       8/15/2015           8.5
TIMES MIRROR CO           7.5%        7/1/2023          8.88
TRUMP ENTERTNMNT          8.5%        6/1/2015            19
WIMAR OP LLC/FIN         9.63%      12/15/2014           4.5
TRUE TEMPER              8.38%       9/15/2011            34
TRONOX WORLDWIDE          9.5%       12/1/2012          21.5
JAZZ TECHNOLOGIE            8%      12/31/2011            40
SABRE HOLDINGS           7.35%        8/1/2011          49.5
SABRE HOLDINGS           8.35%       3/15/2016            26
RJ TOWER CORP              12%        6/1/2013             2
UAL CORP                    5%        2/1/2021         38.65
UAL CORP                  4.5%       6/30/2021         39.51
VISTEON CORP             8.25%        8/1/2010            43
VISTEON CORP                7%       3/10/2014            11
VION PHARM INC           7.75%       2/15/2012            22
VICORP RESTAURNT         10.5%       4/15/2011            10
VERENIUM CORP             5.5%        4/1/2027         19.09
VERASUN ENERGY           9.38%        6/1/2017          9.75
SOUTHTRUST BK AL            7%      11/15/2008         99.34
WCI COMMUNITIES          9.13%        5/1/2012            15
WCI COMMUNITIES          7.88%       10/1/2013          14.5
WCI COMMUNITIES          6.63%       3/15/2015         16.13
WILLIAM LYON             7.63%      12/15/2012            23
WILLIAM LYON            10.75%        4/1/2013         31.78
WILLIAM LYON              7.5%       2/15/2014            19
WOLVERINE TUBE           10.5%        4/1/2009            79
WASH MUTUAL INC             4%       1/15/2009            62
WASH MUTUAL INC           4.2%       1/15/2010            62
WASH MUTUAL INC          8.25%        4/1/2010         20.55
WASH MUT BANK NV         5.55%       6/16/2010         28.75
WASH MUTUAL INC          4.63%        4/1/2014          22.5
YOUNG BROADCSTNG           10%        3/1/2011          8.25
YOUNG BROADCSTNG         8.75%       1/15/2014          8.25
USFREIGHTWAYS             8.5%       4/15/2010            60



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Luke Caballos, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***