TCR_Public/081118.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 18, 2008, Vol. 12, No. 275

                             Headlines



AGRIPROCESSORS INC: May Find Financial Help From Outside Investors
ALDERSGATE FINANCE: Moody's Junks Ratings on Five Classes of Notes
ALICE BAUMFALK: Case Summary & 6 Largest Unsecured Creditors
AMERICAN INTERNATIONAL: Federal Reserve Will Hire Advisers
AMERICAN APPAREL: Violates SOF Loan Covenant, Negotiates Terms

AMERICAN MEDIA: Defers Interest Payment on 2009 Sr. Sub. Notes
ASHLAND INC: Moody's Pares Rating to 'Ba2' on Hercules Acquisition
ASHLAND INC: S&P Cuts Corporate Rating to 'BB-' on Hercules Merger
ATILLWATER MINING: S&P Puts 'B+' Rating on CreditWatch Negative
BEAR STEARNS: S&P Affirms Low-B Ratings on 6 Classes of Certs.

BEAR STEARNS: S&P Pares 25 Classes' Ratings on Projected Losses
BEAZER HOMES: Reports 38.2% Decline in Home Closings for Sept. Qtr
BORGER ENERGY: Moody's Reviews 'Ba3' Rating for Possible Upgrade
BOWNE & CO: Poor Performance Prompts Moody's Rating Downgrades
BRADLY VAUGHAN: Case Summary & 36 Largest Unsecured Creditors

BUILDERS FIRSTSOURCE: Moody's Junks Corporate Family Rating
BUILDING MATERIALS: Q3 Sales Down 39%; To Close 34 Ailing Units
CASEY TOOL: Case Summary & 20 Largest Unsecured Creditors
CHAPARRAL ENERGY: S&P Changes CreditWatch Implication to Negative
CHRYSLER LLC: PBGC Wants More Information on Retirement Plans

CITIGROUP INC: To Cut 50,000 Jobs, Raise Credit Card Rates
CITIGROUP MORTGAGE: Fitch Puts Low-B Ratings on Two Note Classes
CITY OF ATLANTA: Wants TARP Funds Due to Dire Fiscal Situation
COEUR D'ALENE: S&P Puts 'B+' Rating on Negative Watch
CPG MARKETING: Voluntary Chapter 11 Case Summary

CS FIRST: Fitch Takes Rating Actions on Various Classes of Notes
CULPEPER CROSSROADS: Asks Court to Dismiss Chapter 11 Case
DBP EXPLORATION: Case Summary & 20 Largest Unsecured Creditors
DBSI INC: Taps Young Conaway Stargatt as Attorney
DBSI INC: Blames Rising Operating Costs for Bankruptcy

DELPHI CORP: Cancels Dec. 31 Bankruptcy Emergence Timetable
DELPHI CORP: Signs 2 Gm Deals For Liquidity Until Mid-2009
DELPHI CORP: To Sell Exhaust Biz.; Mexican Firm is Lead Bidder
DELPHI CORP: To Seek 6-Month Extension of $4.35-Bil. DIP Loan
DOWNSTREAM DEVELOPMENT: Moody's Junks Corporate Family Rating

ENOSH DEVELOPMENT: Voluntary Chapter 11 Case Summary
ENTERCOM COMMUNICATIONS: Narrow Margins Cue S&P's Rating Cut to B+
EVEREST ENTERPRISES: Voluntary Chapter 11 Case Summary
FEDERAL-MOGUL: Releases Status Report of Chapter 11 Cases
FIRST NATIONAL: Moody's Rates Class D Notes at 'Ba2'

FIRST UNION: S&P Downgrades Ratings on Four Classes of Certs.
FLAGSTAR BANK: Moody's Downgrades Deposit Ratings to 'Ba1'
FORD CREDIT: Fitch Affirms 'BB' Rating on Class D Notes
FORD MOTOR: PBGC Wants More Information on Retirement Plans
FREDDIE MAC: Moody's Says Ratings Unaffected by $25.3-BB Net Loss

GENERAL GROWTH: Strained Liquidity Cues Moody's to Junk Ratings
GENERAL MOTORS: Approval of Bailout for Automakers Uncertain
GENERAL MOTORS: Sells 3% Stake in Suzuki to Raise Cash
GENERAL MOTORS: Snobs PBGC's Request for Info on Pensions
GENERAL MOTORS: Will Postpone Reimbursement to Dealers

GENTIVA HEALTH: Moody's Maintains 'Ba3' Corporate Family Rating
GEORGIA MAINTENANCE: Case Summary & 20 Largest Unsec. Creditors
GETRAG TRANSMISSION: Case Summary & 20 Largest Unsec. Creditors
GETRAG TRANSMISSION: Chrysler Dispute Cues Bankruptcy Filing
GLACIER FUNDING: Eroding Credit Quality Cues Moody's Rating Cuts

GLOBAL CREDIT: S&P Downgrades Ratings on Preferred Shares to 'CCC'
GREEKTOWN HOLDINGS: Exclusive Plan Filing Period Extended Dec. 15
GREENWICH CAPITAL: Fitch Takes Various Rating Actions on Certs.
GWLS HOLDINGS: Court OKs Jan. 9 Auction for All Assets
HARRAH'S ENTERTAINMENT: Bondholders to Get Cents in Debt Swap

HERCULES INC: Ashland Merger Cues S&P's Rating Downgrades
HOMESTAR MORTGAGE: High Delinquency Rates Cues Moody's Rating Cuts
HOSPITAL PARTNERS: Wants Case Converted to Chapter 7 Liquidation
HRP MYRTLE: To Sell Assets for at Least $35-Mil. at Auction
IMMUNICON CORP: Court Confirms 4th Amended Plan of Liquidation

JEM YELKOVAN: Case Summary & 20 Largest Unsecured Creditors
JL BUILDING: Case Summary & 20 Largest Unsecured Creditors
JOHN KRETCHMAR: Files Schedules of Assets and Liabilities
JOHNSON MEMORIAL: Case Summary & 20 Largest Unsecured Creditors
JP MORGAN: Moody's Reviews Ratings on Certs. for Possible Cuts

JUPITER HIGH-GRADE: Moody's Downgrades Ratings on Three Classes
LAS VEGAS SANDS: Removes Going Concern Doubt After Fund Raising
LB-UBS 2007-C6: Fitch Affirms & Puts Low-B Ratings on 6 Classes
LIGHTPOINT CLO: S&P Puts Ratings on Two Notes on Negative Watch
LSP ENERGY: Moody's Cuts Senior Secured Bond Rating to B3

LYONDELL BASELL: Moody's Downgrades Rating to B3 on High Leverage
MACGREGOR DEVELOPMENT: Case Summary & 19 Largest Unsec. Creditors
MEHDY GHARACHEHDAGHY: Case Summary & 17 Largest Unsec. Creditors
MERVYN'S LLC: Files Schedules of Assets and Liabilities
MERVYN'S LLC: Wants to Plan Filing Period Extended Until Feb. 24

MGM MIRAGE: Fitch Assigns 'BB' Rating on $750 Mil. Senior Notes
MIDORI CDO: Moody's Downgrades Ratings on Four Classes of Notes
MODERN CONTINENTAL: Will Pay $21MM in Damages From Tunnel Collapse
MONROE CENTER: Case Summary & 19 Largest Unsecured Creditors
MORGAN STANLEY: Moody's Pares Rating on $14.75 Mil. Notes to Ba2

MORGAN STANLEY: Moody's Junks Ratings on $10 Mil. Notes From Ba1
MORGAN STANLEY: Moody's Downgrades Ratings on Two Classes of Notes
MORGAN STANLEY: Moody's Downgrades Ratings on $240 Million Notes
MORGAN STANLEY: Moody's Downgrades Ratings on Various Note Classes
MORGAN STANLEY: Moody's Junks Rating on $50 Million Notes

MORGAN STANLEY: Moody's Downgrades Ratings on Two Classes of Notes
MORGAN STANLEY: Moody's Junks Ratings on Two Classes of Notes
MORRIS PUBLISHING: S&P Downgrades Corporate Credit Rating to 'CCC'
MOTOR COACH: Wants Court to Set Jan. 7, 2009, as Claims Bar Date
MPC COMPUTRES: Court Approves Logan and Company as Claims Agent

NATIONAL WHOLESALE: To Liquidate Stores If It Fails to Find Buyer
NORMA CDO: Fitch Downgrades & Withdraws All Classes of Notes
NORTEL NETWORKS: May Go Bankrupt Without Cash Injection
NORTHLAKE FOODS: Amends List of 20 Largest Unsecured Creditors
NR GROUP: Case Summary & 9 Largest Unsecured Creditors

PARK VIEW INN: Case Summary & 12 Largest Unsecured Creditors
PHILADELPHIA: Wants TARP Funds Due to Dire Fiscal Situation
PHOENIX: Wants TARP Funds Due to Dire Fiscal Situation
POMARE LTD: May Employ Wagner Choi as Bankruptcy Counsel
POMARE LTD: Obtains Final Approval to Use Cash Collateral

POMARE LTD: Panel May Employ Thomas T. Ueno as Financial Advisor
POMARE LTD: Panel May Employ Case Lombardi as Bankruptcy Counsel
POMARE LTD: Taps McCorriston Miller as Special Corporate Counsel
RADIO ONE: Moody's Downgrades Corporate Family Rating to 'B3'
SCARLET HOTELS: Case Summary & 16 Largest Unsecured Creditors

REALOGY CORP: S&P Cuts Ratings to 'CC' on $500 Mil. Note Offering
SEAHAWK PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
SIMMONS COMPANY: Talks on Forbearance Prompts S&P's Junk Ratings
SITE & PIPE: Case Summary & 20 Largest Unsecured Creditors
SOLOMONS HOMES: Case Summary & 20 Largest Unsecured Creditors

SPANKEY'S AUTO: Voluntary Chapter 11 Case Summary
SPARKS REGIONAL: Moody's Slashes Ratings to 'B2' on Cash Decline
STEPHEN HUEFFED: Case Summary & 18 Largest Unsecured Creditors
STRUCTURED ASSET: Moody's Downgrades Ratings on 75 Tranches
SUN MICROSYSTEMS: Will Lay Off Up to 18% of Workforce

SUNCAL CENTURY: Involuntary Chapter 11 Case Summary
SUNWEST MANAGEMENT: Five Star May Buy 7 Retirement Communities
SUPERIOR PLUS: S&P Changes Outlook to Negative; Keeps BB+ Rating
SYNTAX-BRILLIAN: Taps Huron Consulting as Forensic Accountants
SYNTAX-BRILLIAN: Wants ACT Litigation Agreement Rejected

TALLSHIPS FUNDING: Fitch Cuts Ratings on 4 Classes of Notes to 'C'
TEXAS FLANGE: Case Summary & 20 Largest Unsecured Creditors
Theodore Reece: Case Summary & 20 Largest Unsecured Creditors
TOMMY MILLS: Voluntary Chapter 11 Case Summary
TRIBUNE CO: S&P Downgrades Ratings on Sr. Unsecured Debt Issues

TROPICANA ENTERTAINMENT: Court Extends Removal Period to Dec. 3
TROPICANA ENTERTAINMENT: NJ Commission Extends Sale until Jan. 21
TROPICANA INN: Ct Orders Examination of High Ridge Under Rule 2004
TUBE CITY: S&P Puts 'B+' Corporate Rating on Negative Watch
VANGEANT INC: S&P Holds 'B+' Rating & Changes Outlook to Stable

VERSANT PROPERTIES: Involuntary Chapter 11 Case Summary
VIRGIN MOBILE: Cuts 10% of Workforce in New Jersey and California
WYNN RESORTS: Amendment to $1-BB Loan Won't Affect S&P 'BB' Rating

* Fitch Provides Update on Recent Gaming Liquidity Trends
* Moody's Cuts Ratings on 3 Tranches From Two Transactions
* PBGC Reduces FY08 Deficit to $10.7 Billion
* S&P Comments on Freddie Mac's $25.3 Billion Third-Quarter Loss
* S&P Downgrades Ratings on 60 Tranches From 20 Hybrid CDO Deals

* S&P Says Economic Data More Clearly Point to a Recession

* Large Companies with Insolvent Balance Sheets



                             *********

AGRIPROCESSORS INC: May Find Financial Help From Outside Investors
------------------------------------------------------------------
Agriprocessors Inc. could find financial aid through outside
investors, Jens Manuel Krogstad at WCFcourier.com reports, citing
a company employee.

The source said that a group of investors toured the plant shortly
before Agriprocessors filed for Chapter 11 protection on Nov. 4,
2008, WCFcourier.com relates.  Another group will arrive this
week, says the report.

A deal could be reached within December 2008, WCFcourier.com
states, citing the employee.

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.

The company 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.


ALDERSGATE FINANCE: Moody's Junks Ratings on Five Classes of Notes
------------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Aldersgate Finance Ltd.:

Class Description: EUR 39,500,000 Class A (Senior) Floating Rate
Credit-Linked Notes

  -- Prior Rating: Aaa
  -- Prior Rating Date: Oct. 23, 2003
  -- Current Rating: Aa3

Class Description: EUR 100,000,000 Class A Floating Rate Credit-
Linked Notes

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: June 25, 2008
  -- Current Rating: Ba2

Class Description: EUR 38,000,000 Class B Floating Rate Credit-
Linked Notes

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: June 25, 2008
  -- Current Rating: Ca

Class Description: EUR 36,000,000 Class C Floating Rate Credit-
Linked Notes

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: June 25, 2008
  -- Current Rating: Ca

Class Description: EUR 14,500,000 Class D Floating Rate Credit-
Linked Notes

  -- Prior Rating: A3, on review for possible downgrade
  -- Prior Rating Date: June 25, 2008
  -- Current Rating: Ca

Class Description: EUR 14,000,000 Class E Floating Rate Credit-
Linked Notes

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: June 25, 2008
  -- Current Rating: Ca

Class Description: EUR 7,500,000 Class F Floating Rate Credit-
Linked Notes

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Prior Rating Date: June 25, 2008
  -- Current Rating: Ca

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which consists of structured finance and corporate
securities including but not limited to Lehman Brothers Holdings
Inc., which filed for protection under Chapter 11 of the U.S.
Bankruptcy Code on Sept. 15, 2008 and Washington Mutual Inc.,
which was seized by federal regulators on Sept. 25, 2008 and
subsequently virtually all of its assets were sold to JPMorgan
Chase.


ALICE BAUMFALK: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Alice Marie Baumfalk
        11193 Orchard Dr
        Cheyenne, Wy 82009

Bankruptcy Case No.: 08-20718

Chapter 11 Petition Date: November 14, 2008

Court: U.S. Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

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

Total Assets: $3,549,004

Total Debts:  $1,141,807

A list of the Debtor's 6 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/wyb08-20718.pdf


AMERICAN INTERNATIONAL: Federal Reserve Will Hire Advisers
----------------------------------------------------------
Hugh Son and Scott Lanman at Bloomberg News report that the
Federal Reserve Bank of New York is seeking advisers to manage
$58.5 billion in securities held or guaranteed by American
International Group Inc.

According to Bloomberg, the Federal Reserve's board of governors
said in a report filed to Congress on Monday that the AIG assets
will be managed to maximize repayment on the securities "with
minimum disruption to financial markets."

Bloomberg relates that the government increased its financial aid
on AIG last week to more than $150 billion to protect customers
who purchased insurance for fixed-income investments and borrowed
securities from the company.  The report says that the government,
under the new bailout, will set up entities to buy $35 billion in
securities guaranteed by AIG and $23.5 billion in residential
mortgage-related assets.

              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 Sept. 8, 2008, to $4.76
on Sept. 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 Sept. 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 Sept. 30, 2008, amounts owed under the facility created
pursuant to the Fed Credit Agreement totaled $63 billion,
including accrued fees and interest.

Since Sept. 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 Sept. 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 Nov. 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 Sept. 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 APPAREL: Violates SOF Loan Covenant, Negotiates Terms
--------------------------------------------------------------
American Apparel, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that it has determined that it
violated a covenant in its SOF Credit Agreement that prohibited it
from making capital expenditures in excess of $50 million for the
fiscal year ending December 31, 2008.  The default under the SOF
Credit Agreement also resulted in a cross default under the
revolving credit facility with LaSalle Bank.

On November 7, 2008, the company, in its capacity as a facility
guarantor under the SOF Credit Agreement, American Apparel (USA),
LLC, in its capacity as a borrower, and certain other subsidiaries
of the company, in their capacities as facility guarantors under
the SOF Credit Agreement, entered into Amendment No. 8 and Waiver
to Credit Agreement with SOF Investments, L.P.-Private IV, as
lender, to amend the SOF Credit Agreement.  The Eighth Amendment
waived, as of September 30, 2008, any defaults arising out of the
failure to comply with the capital expenditures covenant under the
SOF Credit Agreement for the fiscal year ending December 31, 2008,
and amended the capital expenditures covenant under the SOF Credit
Agreement to increase the limit on the capital expenditures
covenant for the fiscal year ending December 31, 2008 to $74
million.  The company believes that the increase to the limit on
capital expenditures will be sufficient to enable the company to
complete planned capital expenditures through the end of the
current fiscal year, including capital expenditures expected to be
incurred in the fourth quarter of 2008 for new store openings.
The Eighth Amendment also cured the cross default under the
revolving credit facility.

American Apparel completed the $41.0 million secured debt
financing from SOF Investments L.P. - Private IV on January 18,
2007.  The loan proceeds were used to repay American Apparel's
subordinated notes payable held by C3 Capital Partners, L.P., of
$15.0 million (including principal, interest and fees), and to
repay bank term loans of $5.6 million.  Net proceeds related to
the secured debt financing amounted to approximately $18.0
million.  On July 2, 2007, the company obtained an additional
$10.0 million secured debt financing with SOF Investments under
the same terms as the original agreement dated January 18, 2007.
Indebtedness under the agreement bears interest at 16% per annum,
payable monthly and matures on January 18, 2009.  The agreement
requires the company to meet certain financial covenants. In the
event the company is in default under the agreement, the interest
rate increases to 21% per annum and the lender has the right to
demand payment in full of all outstanding indebtedness. Any
prepayment must include a prepayment premium equal to 3% of the
amount prepaid.

On June 20, 2008, the company, in its capacity as a Facility
Guarantor, American Apparel (USA), LLC, in its capacity as
Borrower, and certain other subsidiaries of the company, in their
capacities as Facility Guarantors, entered into Amendment No. 7 to
Credit Agreement with SOF Investments to amend the Credit
Agreement, dated as of July 18, 2007.  The Seventh Amendment
amended the SOF Credit Agreement to, among other things (i)
measure financial covenants at the level of the company instead of
American Apparel (USA), LLC; (ii) delete the financial covenant
relating to Consolidated Fixed Charge Coverage ratio; (iii)
increase the Permitted Indebtedness threshold for capital leases
from $15.0 million to $20.0 million; (iv) permit the repurchase of
up to $30.0 million of the Loan Parties' capital stock if certain
conditions are met; (v) provide additional flexibility for
investing in foreign subsidiaries; (vi) add the Registrant as a
Facility Guarantor; increase the limit on Annual Capital
Expenditures to $50.0 million; and (viii) increase the level of
Consolidated EBITDA required by the minimum Consolidated EBITDA
covenant.

The company is evaluating various alternatives to extend, renew or
refinance the SOF Credit Agreement, which currently matures on
January 18, 2009. If by December 19, 2008, the company is unable
to extend or renew the SOF Credit Agreement, or refinance the SOF
Credit Agreement on terms acceptable to the lenders under the
LaSalle Credit Agreement, all outstanding obligations under the
LaSalle Credit Agreement will become due on December 19, 2008.

If acceleration of debt obligations were to occur, the company
said it cannot be assured that it would be able to obtain
alternative financing or that its assets would be sufficient to
repay in full its obligations under the debt instruments. The
acceleration of any or all amounts due under the SOF loan or other
credit facilities could have a material adverse impact on the
company's operations which could result in the need for the
company to modify its current business plan, curtail operations or
affect the company's ability to continue operations as a going
concern.

At September 30, 2008, the company's revolving credit facility
with LaSalle Bank provided for borrowings up to $75.0 million.
Borrowings under the facility are subject to certain advance
provisions established by the bank and are collateralized by
substantially all assets of American Apparel. Interest under the
agreement is at LIBOR (3.93% at September 30, 2008) plus 2.5% or
the bank's prime rate (5.0% at September 30, 2008) plus 0.5%, at
the company's option. The facility expires at the earlier of July
2, 2012 or 30 days prior to the maturity date of the loan
agreement with the private investment firm (January 18, 2009)
unless it is refinanced on terms acceptable to the bank. The
average borrowings under this facility during the nine months
ended September 30, 2008 were $51.8 million.

On June 20, 2008, the company, in its capacity as Facility
Guarantor, American Apparel (USA), LLC, a subsidiary of the
company, in its capacity as Lead Borrower, and certain other
subsidiaries of the company, in their capacities as Borrowers or
Facility Guarantors, entered into a Fourth Amendment to Credit
Agreement with LaSalle Business Credit, LLC, LaSalle Bank National
Association, Wells Fargo Retail Finance, LLC and the lenders party
to the Credit Agreement, dated as of July 2, 2007.

The Fourth Amendment amended the LaSalle Credit Agreement to,
among other things (i) delete financial covenants relating to
minimum Consolidated EBITDA, maximum Capital Expenditures,
Consolidated Fixed Charge Coverage Ratio, Senior Debt to
Consolidated EBITDA ratio and Adjusted Debt to EBITDAR ratio; (ii)
increase Minimum Excess Availability from $3 million to 10% of the
lesser of the Borrowing Base and the Revolving Credit Ceiling;
(iii) increase the Permitted Indebtedness threshold for capital
leases from $15.0 million to $20.0 million; (iv) permit the
repurchase of up to $30.0 million of the Loan Parties' capital
stock if certain conditions are met; (v) provide additional
flexibility for investing in foreign subsidiaries; (vi) add the
Registrant as a Facility Guarantor; and (vii) increase from 2.00%
to 2.50% the applicable margin for LIBOR-based borrowings and
increase from zero to 0.50% the applicable margin for borrowings
based on the bank's prime rate.

                      About American Apparel

American Apparel, Inc. (NYSE Alternext US: APP) --
http://store.americanapparel.net-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel based in downtown Los Angeles, California.  As of October
31, 2008, American Apparel employed more than 10,000 people and
operated more than 230 retail stores in 19 countries, including
the United States, Canada, Mexico, United Kingdom, Belgium,
France, Germany, Italy, the Netherlands, Spain, Sweden,
Switzerland, Israel, Australia, Japan, South Korea, Austria,
China, and Brazil.  American Apparel also operates a leading
wholesale business that supplies T-shirts and other casual wear to
distributors and screen printers.  In addition to its retail
stores and wholesale operations, American Apparel operates an
online retail e-commerce Web site at
http://store.americanapparel.net.

American Apparel reported net sales for the quarter ended
September 30, 2008, of $154.8 million, a 45.2% increase over net
sales of $106.6 million for the quarter ended September 30, 2007.
Total retail sales increased 65.3% to $97.4 million from $58.9
million for the prior year third quarter, with comparable store
sales for stores open at least 12 months rising 24%.  American
Apparel ended the third quarter of 2008 with 228 stores, having
opened 33 stores in the period.  The Company operated 163 stores
at the end of the third quarter of 2007.  Total wholesale sales
increased to $46.4 million for the third quarter of 2008, as
compared to $41.3 million for the third quarter of 2007, an
increase of 12.3%.  Online consumer sales increased to $11.0
million from $6.4 million for the prior year third quarter, an
increase of 72.0%.

The company had $329.0 million in total assets, including $201.3
million in current assets; and $196.3 million in total debts,
including $172.1 million in current debts as of September 30,
2008.


AMERICAN MEDIA: Defers Interest Payment on 2009 Sr. Sub. Notes
--------------------------------------------------------------
American Media, Inc., said last week its subsidiary, American
Media Operations, Inc., decided to further defer until Dec. 1,
2008, its decision whether to make the interest payment that was
due on Nov. 1, 2008, in respect of its 10-1/4% Series B Senior
Subordinated Notes due 2009 (CUSIP Nos. 02744RAH0 and 02744RAM9),
taking advantage of a 30-day grace period provided for under the
terms of the Notes.  Deferment beyond the 30-day grace period
could result in a default under the terms of the Notes, as well as
a default under AMOI's credit facilities.

David Pecker, the Chief Executive Officer of American Media,
stated, "We are continuing our discussions with lenders holding
more than a majority of the borrowings under our credit facilities
and bondholders holding more than a majority of each series of our
bonds and believe substantial progress has been made.  Therefore,
we are deferring the decision whether to make the interest payment
until Dec. 1, 2008, and expect to launch an amendment to our
senior credit facility by the end of this week as part of this
process.  Our Board of Directors and our existing equityholders
remain fully supportive of these discussions to achieve a
financial restructuring of American Media and significantly
delever the company."

AMOI had earlier deferred interest payment until Nov. 10, 2008.

The company's revolving credit commitment under the bank credit
agreement entered into by the company on Jan. 30, 2006, matures in
January 2012 and the company's term loan under the 2006 Credit
Agreement matures in January 2013.  The Revolving Facility and the
Term Facility both will mature on Feb. 1, 2009, if the company
does not refinance at least $389.5 million of its outstanding
10.25% Series B Senior Subordinated Notes due May 1, 2009, on or
prior to Feb. 1, 2009.  In addition, the Revolving Facility and
the Term Facility both will mature on Oct. 15, 2010, if the
company does not refinance at least $145.5 million of its
outstanding 8.875% Senior Subordinated Notes due Jan. 15, 2011, on
or prior to Oct. 15, 2010.  The company believes that it is
probable that it will be able to complete a refinancing of the
2009 Notes on or prior to Feb. 1, 2009.

According to the Troubled Company Reporter on Nov. 3, 2008, AMOI
extended the expiration date for, and amended its cash tender
offers and consent solicitations in respect of, an aggregate of
around $570 million of its outstanding senior subordinated notes.
The Tender Offers and Consent Solicitations are being further
extended until 5:00 p.m., New York City time, on Nov. 21, 2008,
unless further extended.  In addition, AMOI amended the terms of
the Tender Offers and Consent Solicitations to provide that the
Tender Offers and Consent Solicitations are being made to holders
of record of Existing Notes as of 5:00 p.m. on Nov. 17, 2008.
AMOI also said that it continues to be engaged in discussions with
an ad hoc committee of holders of Existing Notes regarding the
possible amendment of the Tender Offers and Consent Solicitations.
J.P. Morgan Securities Inc. is acting as the Dealer Manager for
the Tender Offers and Solicitation Agent for the Consent
Solicitations.  MacKenzie Partners, Inc. is acting as the
Information Agent for the Tender Offers and Consent Solicitations
as well as Tabulation Agent for the Consent Solicitations.

On Nov. 5, 2008, AMOI said it would host a conference call to
update the lenders under its credit facilities with respect to its
business.  As part of the conference call, the company said it
would discuss its financial results for certain completed
financial periods and certain other financial information
regarding the company, as well as the proposal from the holders of
the company's senior subordinated notes regarding restructuring
the company.

                 AMI Liquidity -- Fiscal Year 2009

   Cash and Debt Service
      Cash balance @ Nov. 3, 2008       $34,600,000
      Term loan principal payments       $1,100,000 Due quarterly
      Indenture interest payments       $21,200,000 Due
                                                    Nov. 1, 2008

   Total Debt
      Credit facility balance
        @ November 3, 2008             $439,600,000
      Revolver balance
        @ November 3, 2008              $60,000,000 Fully Drawn
      2009 Senior subordinated
        note balance @ Nov. 3, 2008    $414,500,000
      2011 Senior subordinated note
        balance @ November 3, 2008     $155,500,000
                                    ---------------
            Total Debt               $1,069,600,000
                                    ===============

With respect to its discussions with bondholders, AMOI disclosed
it proposes to issue in $350 million in new senior subordinated
notes due April 30, 2013, to participating bondholders.
Bondholders will get four board seats.

                       About American Media

Headquartered in Boca Raton, Florida, American Media, Inc., is a
publisher of celebrity journalism and health and fitness magazines
in the U.S., including Star, Shape, Men's Fitness, Fit Pregnancy,
Natural Health, and The National Enquirer.  In addition to print
properties, AMI owns Distribution Services, Inc., the country's
number one in-store magazine merchandising company.

American Media Operations disclosed in a Securities and Exchange
Commission filing that as of June 30, 2008, it balance sheet
showed $891.6 million in total assets, $1.29 billion in total
liabilities, resulting to $398.7 million in shareholders' deficit.
AMOI posted $388,000 in net profit on $118.8 million in net
revenues for quarter ended June 30, 2008, compared with $123,000
in net losses on $121.1 million in net revenues for quarter ended
June 30, 2007.  As of June 30, 2008, the company had cash and cash
equivalents of $19.6 million, $26.0 million outstanding on its
revolving credit facility, and a working capital deficit of
$467.0 million.


ASHLAND INC: Moody's Pares Rating to 'Ba2' on Hercules Acquisition
------------------------------------------------------------------
Moody's Investors Service lowered Ashland Inc.'s Corporate Family
Rating to Ba2 (from Ba1) following the closing of Ashland's
acquisition of Hercules Incorporated.  The single notch downgrade,
a result of the company's higher leverage, was anticipated when
Moody's rated Ashland's proposed acquisition debt in Sept. 2008.
The ratings outlook is negative, reflecting Ashland's lower third
quarter earnings, lowered expectations for fourth quarter and full
year 2009 performance, and uncertainty over the length and depth
of the slowdown in the global economy. This completes the review
commenced July 11, 2008, after Ashland announced its intention to
acquire Hercules.

The negative outlook reflects the expectation that Ashland's
operating performance in 2009 and 2010 will be weaker than
previously anticipated.  The Ba2 CFR incorporates the expectation
that Ashland will generate at least 5% Free Cash Flow/Debt
(including Moody's standard analytical adjustments) and keep its
Debt/EBITDA ratio below 3.8x over the next twelve months.  Moody's
could downgrade the company's ratings if it is unable to adhere to
the aforementioned metrics, encounters difficulty in successfully
integrating the acquired businesses, or its major end-markets fail
to recover over the next two to three years.

Moody's confirmed the ratings for the new revolving credit
facility and term loans used to finance the Hercules acquisition,
which were assigned on Sept. 12, 2008.  The Hercules' debt assumed
by Ashland was downgraded - 6.5% junior subordinated notes due
2029 to B1 (from Ba2) and 6.60% notes due 2027 to Ba1 (from Baa2).
The ratings on Hercules' other debt obligations were confirmed and
will be withdrawn upon repayment.

Ashland financed part of the acquisition purchase price with a
$750 million bridge loan that was previously expected to be
refinanced through the issuance of unsecured notes.  Given current
market conditions, Moody's withdrew the rating on the proposed
unsecured notes due 2016 since Ashland will likely maintain the
bridge facility; this facility has a term-out option that Ashland
can exercise if the high yield market does not recover within the
next year.

The ratings are:

Issuer: Ashland Inc.

These ratings were downgraded:

  -- Corporate Family Rating, Ba2 (from Ba1)

  -- Probability of Default Rating, Ba2 (from Ba1)

  -- Senior Unsecured Medium-Term Note Program, Ba3 (from Ba1)
     6.86% Senior Unsecured Medium Term Notes due May 1, 2009, Ba3
     (LGD5, 76%) from Ba1 (LGD4, 60%)

  -- 7.72% Senior Unsecured Medium Term Notes due July 15, 2013,
     Ba3 (LGD5, 76%) from Ba1 (LGD4, 60%)

  -- 8.38% Senior Unsecured Medium Term Notes due April 1, 2015,
     Ba3 (LGD5, 76%) from Ba1 (LGD4, 60%)

  -- Senior Unsecured Regular Bond/Debenture

  -- 8.8% Senior Unsecured Debentures due Nov. 15, 2012, Ba3
     (LGD5, 76%) from Ba1 (LGD4, 60%)

These ratings were affirmed:

  -- $400mm sr sec revolving credit facility due 2013, Ba1 (LGD2,
     24%) from Ba1 (LGD2, 25%)

  -- $400mm sr sec term loan A due 2013, Ba1 (LGD2, 24%) from Ba1
     (LGD2, 25%)

  -- $850mm sr sec term loan B due 2015, Ba1 (LGD2, 24%) from Ba1
     (LGD2, 25%)

This rating was withdrawn:

  -- $750mm sr sec notes due 2016, WR from Ba3 (LGD5, 72%)

Issuer: Hercules Incorporated

These Hercules Incorporated debt assumed by Ashland was
downgraded:

  -- 6.60% Notes due 2027, Ba1 (LGD2, 24%) from Baa2 (LGD2, 15%)

  -- 6.50% Jr sub debentures due 2029, B1 (LGD6, 91%) from Ba2
     (LGD6 92%)

These ratings were withdrawn:

  -- Corporate Family Rating, WR from Ba1
  -- Probability of Default Rating, WR from Ba1
  -- Senior Secured Bank Credit Facility, WR from Baa2 (LGD2, 15%)

These ratings were confirmed and will be withdrawn when
repaid:

  -- Senior Unsecured Regular Bond/Debenture, Ba1 (LGD4, 62%)
  -- Subord. Conv./Exch. Bond/Debenture, Ba2 (LGD6, 92%)

Hercules Incorporated is a leading global supplier of specialty
chemicals and related services for the paper, paint, consumer
products, construction materials and energy markets.  Hercules
operates through two business segments the Paper Technologies and
Ventures segment and the Aqualon Group and owns a minority
interest in FiberVisions, a maker of polyolefin staple fibers,
fibers, and yarn as well as polypropylene fibers for the use in
such products as personal care, diapers, and wipes.  The company
had revenues of $2.3 billion for the LTM ended Sept. 30, 2008.

Ashland, headquartered in Covington, Kentucky, is a distributor of
chemicals and plastics, a manufacturer of specialty chemicals with
a focus on performance materials and water technologies and,
through its Valvoline brand, a marketer of premium-branded
automotive and commercial lubricants.  Ashland Inc. and Sud-Chemie
AG announced in June 2008 their intention to form a new 50/50
global joint venture to serve foundries that will include
Ashland's Casting Solutions business group, the foundry-related
businesses of Sud-Chemie and Ashland-Sudchemie-Kernfest GmbH.
Ashland had revenues of $8.2 billion for the LTM ended Sept. 30,
2008.


ASHLAND INC: S&P Cuts Corporate Rating to 'BB-' on Hercules Merger
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Ashland
Inc. and Hercules Inc., including S&P's corporate credit ratings
to 'BB-' from 'BB+', upon completion of Ashland's acquisition of
Hercules.  S&P removed the ratings from CreditWatch where they had
been placed on July 11, 2008 with negative implications.  The
outlook is stable.

S&P assigned a 'BB-' senior unsecured debt rating and a recovery
rating of '4' to Ashland's $750 million one-year senior unsecured
interim credit facility.  This indicates S&P's expectation of
average (30% to 50%) recovery for these lenders.

The lower rating is based on S&P's current expectation of somewhat
weaker earnings and cash flow in 2009 than in 2008, versus S&P's
earlier expectation that earnings and credit measures would begin
to strengthen in 2009.  In addition, financing terms are more
onerous than indicated in the preliminary plans.  Ashland will
incur significantly higher borrowing costs than initially
expected, and required term loan amortization during the next few
years will be somewhat higher.

Proceeds of the new credit facilities, along with proceeds from a
new $200 million accounts receivable program, cash on hand, and
about $180 million of new common equity were used to fund the
approximately $3.5 billion acquisition (including fees and
expenses) of Hercules.

The stable outlook reflects S&P's expectation that following the
acquisition of Hercules, Ashland should be more profitable and
exhibit more stable financial results.  Although discretionary
cash flow is likely to be thin during the next two years, S&P
expects the majority to be used to reduce debt, and S&P believes
financial policies will remain supportive of credit quality.
Business challenges include weak economic conditions, volatile raw
material costs, and the risk that asbestos or environmental trends
could turn negative.


ATILLWATER MINING: S&P Puts 'B+' Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Billings, Montana-based
Stillwater Mining Co. on CreditWatch with negative implications.

"The CreditWatch listing reflects S&P's assessment that the
company's near-term operating results will be hurt by the weak
global economic conditions and substantially reduced demand from
the U.S. automotive industry, a key end market for the company,"
said Standard & Poor's credit analyst Maurice Austin.

The U.S. automotive sector consumes virtually 100% of the
company's palladium production and 70% of its platinum production
through contracts with Ford Motor Co. and General Motors Corp.
The CreditWatch listing also reflects S&P's concerns about the
company's reduced mine production as a result of operational
inefficiencies and declining metal prices, a trend S&P expects
will persist in the near term.

In resolving the CreditWatch listing, S&P will reevaluate its
expectations for Stillwater's operating performance given
challenging operating conditions, including its expected liquidity
position.


BEAR STEARNS: S&P Affirms Low-B Ratings on 6 Classes of Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Trust 2002-TOP6.
Concurrently, S&P affirmed S&P's ratings on 13 other classes from
this series.

The upgrades are due to increased credit enhancement levels
resulting from a 17% reduction in the mortgage pool balance, as
well as the defeasance of the collateral securing 14%
($126.6 million) of the pool.  The affirmations reflect credit
enhancement levels that provide adequate support through various
stress scenarios.

As of the Oct. 15, 2008, remittance report, the trust collateral
consisted of 133 loans with an aggregate principal balance of
$932.6 million, compared with 150 loans totaling $1.118 billion at
issuance.  The master servicer, Wells Fargo Bank N.A., reported
financial information for 98% of the loans in the pool, excluding
the defeased loans.  Ninety-eight percent of the servicer-reported
information was year-end 2007 data.  Based on this information,
Standard & Poor's calculated a weighted average debt service
coverage of 1.84x, up from 1.71x at issuance.  All of the loans in
the trust are current, and no loans are with the special servicer.
The trust has not incurred any losses to date.

The top 10 exposures secured by real estate have an aggregate
principal balance of $377.5 million (40%) and a weighted average
DSC of 1.65x, up from 1.56x at issuance.  Standard & Poor's
reviewed the property inspection reports provided by Wells Fargo
for the assets underlying the top 10 exposures, which
characterized the properties as "good."

The credit characteristics for four loans were consistent with
those of investment-grade rated obligations at issuance.  With the
exception of one loan, the Regent Court, the loans continue to do
so.  Details of the three loans that have credit characteristics
consistent with investment-grade rated obligations are:

  -- The Coliseum Centre loan, the largest exposure in the pool
     ($66.8 million, 7%), is secured by six class A suburban
     office buildings totaling 974,300 sq. ft. in Charlotte, North
     Carolina.  Wells Fargo reported a 1.33x DSC for the six
     months ended June 30, 2008, and 86% occupancy as of September
     2008.  Standard & Poor's adjusted valuation has declined 15%
     since issuance due to lower occupancy and lower average
     rental rates.

  -- The Broadcom Corp. loan, the eighth-largest exposure in the
     pool ($21.9 million, 2%), is secured by a 200,000-sq.-ft.
     suburban office/research and development building in San
     Jose, California.  The building is 100% occupied by a single
     tenant until March 2010.  Wells Fargo reported a 2.90x DSC
     for the 12 months ended Dec. 31, 2007.  S&P's adjusted
     valuation has increased 17% since issuance.

  -- The Overton Park Plaza loan, the ninth-largest exposure in
     the pool ($18.3 million, 2%), is secured by a 350,900-sq.-ft.
     grocery-anchored retail strip center in Fort Worth, Texas.
     Wells Fargo reported a 2.68x DSC and 96% occupancy for the
     six months ended June 30, 2008.  The loan was paid in full
     subsequent to the October 2008 remittance report (on Nov. 3,
     2008).

  -- The Regent Court loan, the second-largest exposure in the
     pool ($64.1 million, 7%), is secured by a class A office
     complex totaling 566,650 sq. ft. in Dearborn, Michigan.  The
     complex is 100% occupied under a 15-year bondable triple-net
     lease with Ford Motor Co. (B-/Watch Neg/--).  The lease
     allows Ford to terminate only in the event of casualty or
     condemnation, and Ford must also prepay the loan in full.
     Wells Fargo reported a 1.28x DSC for the six months ended
     June 30, 2008.  Although the loan has de-leveraged, Standard
     & Poor's reanalyzed the loan using market data and
     information, and $5.9 million of proceeds (9% of the loan
     balance) are no longer consistent with those of investment-
     grade rated obligations.  S&P considered the current credit
     rating on Ford in S&P's analysis.  Should the rating on Ford
     continue to decline further, S&P will reexamine the
     transaction.

S&P has credit concerns with the five loans in the pool that
reported DSCs below 1.0x.  These loans ($12.5 million, 1%) are
secured by retail, office, industrial, and self-storage
properties.  They have an average balance of $2.5 million and have
experienced a weighted average decline in DSC of 46% since
issuance.  Most of the properties securing these five loans have
experienced a decline in net cash flow due to low occupancies
and/or decreased rental rates.  All five of the loans appear on
Wells Fargo's watchlist.

Wells Fargo reported a watchlist of 12 loans totaling
$41.5 million (4%).  The largest loan on the watchlist is the New
Haven at the Park Apartments ($13.5 million, 1%), which is secured
by a 369-unit garden-style apartment complex in Durham, North
Carolina.  This loan appears on the watchlist because of a low DSC
of 1.10x for the 12 months ended Dec. 31, 2007.  The property was
89% occupied as of April 2008, and the reported DSC had improved
to 1.20x for the six months ended June 30, 2008.  The remaining
loans are on the watchlist due to declines in DSC since issuance
and/or low occupancy.

Standard & Poor's identified three nondefeased loans totaling
$29.2 million that are secured by properties in areas affected by
Hurricane Ike.  Wells Fargo indicated that none of the properties
securing the three loans incurred any damage.

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

                          Ratings Raised

   Bear Stearns Commercial Mortgage Securities Trust 2002-TOP6
        Commercial mortgage pass-through certificates
                  Rating
      Class         To           From     Credit enhancement
      -----         --           ----     ------------------
      C             AA-          A+                  11.09%
      D             A+           A                    9.74%

                       Ratings Affirmed

   Bear Stearns Commercial Mortgage Securities Trust 2002-TOP6
        Commercial mortgage pass-through certificates

          Class         Rating     Credit enhancement
          -----         ------     ------------------
          A-1           AAA                   17.68%
          A-2           AAA                   17.68%
          B             AA+                   14.38%
          E             BBB+                   7.04%
          F             BBB                    5.99%
          G             BB+                    4.64%
          H             BB                     3.60%
          J             BB-                    2.70%
          K             B+                     2.10%
          L             B                      1.50%
          M             B-                     1.20%
          X-1           AAA                     N/A
          X-2           AAA                     N/A

                    N/A - Not applicable.



BEAR STEARNS: S&P Pares 25 Classes' Ratings on Projected Losses
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 25
classes issued by Bear Stearns Alt-A Trust 2005-10.  S&P removed
18 of the lowered ratings from CreditWatch with negative
implications.  Additionally, S&P affirmed S&P's ratings on four
other classes and removed one of the affirmed ratings from
CreditWatch negative.  S&P placed the ratings on CreditWatch on
July 29, 2008.

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.  For this
transaction, S&P is projecting a lifetime loss of 12.92% for
structure 1 (original balance of $766.048 million).  For structure
2 (original balance of $1,931.59 million), S&P is projecting a
lifetime loss f 9.12%.

The affirmed ratings reflect S&P's belief that the classes have a
sufficient amount of credit enhancement available to maintain the
current ratings.

As of the Oct. 25, 2008, distribution date, cumulative losses, as
a percentage of the original pool balance, totaled 5.60% for
structure 1 and 3.00% for structure 2.  Severely delinquent loans
(90-plus days, foreclosures, and real estate owned {REO}), as a
percentage of the current balance, totaled 34.53% for structure 1
and 18.28% for structure 2.

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 its default
projections, while its outlook for housing price declines and its
view of the health of the housing market influence its loss
severity assumptions.

To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in what S&P 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

       Bear Stearns ALT-A Trust 2005-10
                Series      2005-10

                                 Rating
                                 ------
   Class      CUSIP         To             From
   -----      -----         --             ----
   I-1A-1     07386HYW5     A              AAA
   I-1A-2     07386HYX3     BB             AAA
   I-M-1      07386HYY1     CC             BBB/Watch Neg
   I-M-2      07386HYZ8     D              BB/Watch Neg
   I-B-1      07386HZA2     D              B/Watch Neg
   I-B-2      07386HZB0     D              CCC
   I-B-3      07386HZY0     D              CCC
   II-1A-2    07386HZD6     B              AAA/Watch Neg
   II-2A-1    07386HZE4     A              AAA/Watch Neg
   II-2A-2    07386HZF1     B              AAA
   II-3A-2    07386HZH7     B              AAA/Watch Neg
   II-4A-2    07386HZK0     B              AAA/Watch Neg
   II-4X-1    07386HZL8     AAA            AAA/Watch Neg
   II-5A-1    07386HZM6     B              AAA/Watch Neg
   II-5X-1    07386HZN4     B              AAA/Watch Neg
   II-B-1     07386HZP9     CCC            AA-/Watch Neg
   II-B-2     07386HZQ7     CCC            BBB+/Watch Neg
   II-B-3     07386HZR5     CCC            BB/Watch Neg
   II-B-4     07386HZS3     CC             BB/Watch Neg
   II-B-5     07386HZT1     CC             B/Watch Neg
   II-B-6     07386HZU8     CC             B/Watch Neg
   II-B-7     07386HZV6     D              B/Watch Neg
   II-B-8     07386HZW4     D              B/Watch Neg
   II-B-9     07386HZX2     D              B/Watch Neg
   II-B-10    07386HA50     D              CCC
   II-B-11    07386HA68     D              CCC

                  Ratings Affirmed

         Bear Stearns ALT-A Trust 2005-10
                Series      2005-10

         Class      CUSIP         Rating
         -----      -----         ------
         II-1A-1    07386HZC8     AAA
         II-3A-1    07386HZG9     AAA
         II-4A-1    07386HZJ3     AAA


BEAZER HOMES: Reports 38.2% Decline in Home Closings for Sept. Qtr
------------------------------------------------------------------
Beazer Homes USA, Inc., last week provided preliminary fourth
quarter home closings and new home orders and its fiscal year
ended cash balance.

The company's practice is to release the information as part of
its quarterly financial reporting, but it provided this
information in advance of an upcoming investor conference and
investor meetings.  The company expects to announce its financial
results for the fourth quarter and fiscal year ended Sept. 30,
2008, on Dec. 2, 2008, to provide sufficient time for the company
to complete its analysis of whether an 'ownership change' has
occurred under Internal Revenue Code Section 382, and the possible
impact on the application of the company's net operating loss
carryforwards.

Home closings for the quarter ended Sept. 30, 2008, totaled 2,441,
a 38.2% decline from the same period in the prior fiscal year.
Net new home orders totaled 1,083 for the quarter, an increase of
10.3% from the same period in the prior fiscal year.  This year-
over-year increase was driven largely by a lower cancellation rate
of 45.7% during the fourth quarter, compared to 68.1% in the same
period of the prior year.  The increase in net orders year-over-
year was also achieved through a 17.2% increase in net orders in
markets where the company maintains a presence, partially offset
by a 31.7% decline in net orders in markets the company had
previously announced it was exiting.

The company noted, however, that the fourth quarter cancellation
rate of 45.7% was sequentially higher than the 36.8% cancellation
rate for the third quarter of this year, as market conditions
continued to deteriorate during the fourth quarter amid further
erosion of consumer confidence, heightened concerns about the
overall economy, and disruptions in the financial and credit
markets.

With respect to the company's cash position, at Sept. 30, 2008,
the company had a cash balance of $584.3 million, compared to
$314.2 million at June 30, 2008 and $454.3 million at Sept. 30,
2007.

The Board of Directors of Beazer Homes has set Feb. 5, 2009, as
the date for the company's next annual meeting of stockholders.
The company set Dec. 8, 2008, as the record date for determining
those stockholders entitled to vote at the Stockholder Meeting.

Stockholder proposals that are intended to be included in the
company's proxy statement relating to the Stockholder Meeting, as
well as other stockholder proposals for items of business to be
brought before the Stockholder Meeting that are not to be included
in the company's proxy statement, must be received by the company
no later than Nov. 22, 2008, the date set by the company in
accordance with the company's bylaws.

To obtain a copy of the relevant bylaw provision or to submit a
proposal, a stockholder must submit such a request or proposal in
writing to:

     Beazer Homes USA, Inc.
     c/o Peggy Caldwell, Acting General Counsel
     1000 Abernathy Road, Suite 1200
     Atlanta, GA 30328

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, New York, North Carolina, Pennsylvania,
South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is
listed on the New York Stock Exchange under the ticker symbol
"BZH."

                          *     *     *

As disclosed in the Troubled Company Reporter on June 12, 2008,
Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer Default
Rating to 'B' from 'B+'; Secured revolving credit facility to 'BB-
/RR1' from 'BB/RR1'; Senior notes to 'B-/RR5' from 'B/RR5';
Convertible senior notes to 'B-/RR5' from 'B/RR5'; and Junior
subordinated debt to 'CCC/RR6' from 'CCC+/RR6'.


BORGER ENERGY: Moody's Reviews 'Ba3' Rating for Possible Upgrade
----------------------------------------------------------------
Moody's Investors Service reviews the Ba3 rating of Borger Energy
Associates L.P.'s 7.26% first mortgage bonds due 2022 for possible
upgrade.

The rating review is prompted by an improvement in operational and
financial performance at the plant.  Availability at the plant
under the terms of the PPA has averaged 93% from 2006 through
Sept. 2008 and the debt service coverage ratio calculated by
Moody's has improved steadily year over year from 1.29x in 2006 to
1.42x for the trailing 12-months ended Sept. 30, 2008, due at
least in part to higher steam sales to ConocoPhillips.  The
challenges at Borger's facility in 2005 and 2006, which saw much
reduced coverage ratios due to the combination of unplanned
outages and a reduction in steam revenues, appear to be behind
them.

The review will focus on whether the improved operating and
financial performance is expected to continue.  First, the review
will specifically address the improved steam sales to
ConocoPhillips and whether this is sustainable.  Second, the
review will assess the prospects for improved cash flow coverage
under different scenarios for plant dispatch, gas prices and steam
sales. Borger had experienced a downward trend in steam sales
beginning in 2005 and by February 2007 the steam sales reached a
nadir of 560.62klbs/hr.  Since February 2007, Borger's steam sales
have increased steadily and have averaged roughly 1,000 klbs/hr
over the last twelve months.  Third, the review will assess the
plant's improved operating performance, resulting from the
completion of overhauls and major maintenance activities in 2006,
as well as future maintenance requirements, including the possible
replacement of the Unit #1 generator in the 2009/2010 timeframe.
Finally, the review will assess the 2009 budget and future
expected performance of the plant.

Borger Energy Associates, L.P. is a limited partnership that owns
and operates a 230-megawatt, gas-fired cogeneration facility
located near Borger, Texas.  Power generated by the project is
sold to Southwestern Public Service Company (SPS: Baa1; senior
unsecured), a wholly-owned utility operating subsidiary of Xcel
Energy (Baa1 senior unsecured), and steam is sold ConocoPhillips
Company (ConocoPhillips: A1; senior unsecured).

Borger is 100% wholly-owned by affiliates of Energy Investors
Funds.


BOWNE & CO: Poor Performance Prompts Moody's Rating Downgrades
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Bowne & Co., Inc. to Ba3 from Ba2 and the rating on its
convertible subordinated notes to B2 from B1.  The downgrade
incorporates the negative impact of the deteriorating performance
in Bowne's Capital Markets segment on credit metrics, as well as a
weakened liquidity profile.  Moody's expected the company's
business diversification to enable it to withstand a downturn in
the capital markets, but the severity and prolonged nature of the
current decline exceeds previous expectations.

Furthermore, Bowne utilized its revolver to fund the repayment of
the majority of its bonds when bondholders exercised put rights in
October.  While total debt increased only modestly (due to
acquisitions), the revolver usage has reduced external liquidity
sources, and the weak operating performance, combined with use of
cash for acquisitions, has eroded Bowne's internal sources.

Moody's also placed ratings under review for further downgrade. In
resolving the review, Moody's will evaluate the cash costs and
potential benefits of management's restructuring plans, the
outlook for its business in 2009, and the impact of these on the
liquidity profile.  Given the company's seasonal pattern of cash
usage in the first half of the year, Moody's will focus on the
company's plans to manage cash needs during this time.

Bowne & Co., Inc.

  -- Probability of Default Rating, Downgraded to Ba3 from Ba2

  -- Corporate Family Rating, Downgraded to Ba3 from Ba2

  -- Subordinate Convertible Bonds, Downgraded to B2, LGD6, 96%
     from B1, LGD5, 88%

  -- Outlook, Changed To Rating Under Review From Stable

Bowne's Ba3 corporate family rating reflects the seasonality and
volatility of its cash flow and exposure to the capital markets
cycle, which has depressed already modest EBITDA margins, as well
as some vulnerability to the reduction in demand for printed
products.  Its moderate debt level, management's track record of
successful integration of acquisitions and implementation of cost
cutting initiatives, and the considerable stream of recurring
revenue support the ratings.

In April 2008, Moody's upgraded Bowne's corporate family rating to
Ba2 from Ba3, based on improved free cash flow, some margin
improvement, and a moderation in the share repurchase program, as
well as expectations that adequate business diversification would
enable the company to withstand a downturn in capital markets.

Bowne & Co., Inc. provides global shareholder and marketing
communications services, including capital markets communications,
assistance with the preparation and filing of regulatory and
shareholder communications online and in print, and the creation
and distribution of customized communication on demand.  With
headquarters in New York, New York, Bowne maintains 60 offices
around the globe and has approximately 3,200 employees.  Its
annual revenue is approximately $800 million.


BRADLY VAUGHAN: Case Summary & 36 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Bradly E. Vaughan
         Gail M. Vaughan
           aka dba Shell Superstop
           aka dba Interstate Shell
         76 Alta Vista Drive
         Marion, AR 72364

Bankruptcy Case No.: 08-17120

Chapter 11 Petition Date: November 14, 2008

Court: U.S. Bankruptcy Court
       Eastern District of Arkansas (Jonesboro)

Judge: Audrey R. Evans

Debtors' Counsel: A. Jan Thomas, Aty, Jr., Esq.
                  306 West Bond Avenue
                  West Memphis, AR 72301-3912
                  (870) 735-7700
                  Fax: (870) 735-7438
                  Email: ajt827@comcast.net

Total Assets: $1,494,611

Total Debts:  $1,981,939

A list of the Debtors' 36 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/akeb08-17120.pdf


BUILDERS FIRSTSOURCE: Moody's Junks Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service lowered Builders FirstSource, Inc.'s
corporate family rating to Caa1 from B2 and the company's second
lien floating rate notes to Caa2 from B3.  Moody's also lowered
the company's speculative grade liquidity rating to SGL-4 from of
SGL-2.  The ratings outlook is negative.

These ratings and assessments have been affected:

  -- Corporate family rating, downgraded to Caa1 from B2;

  -- Probability of default rating, downgraded to Caa1 from B2;

  -- $275 million guaranteed 2nd priority senior secured floating
     rate notes due 2012, downgraded to Caa2 (LGD5, 77%) from B3
     (LGD5, 77%);

  -- Speculative grade liquidity rating, downgraded to SGL-4 from
     SGL-2.

The downgrade results from the company's ongoing losses, high
financial leverage, negative revenue and earnings trends, and
tightening liquidity.  The company continues to suffer from the
effects of the severe slowdown in new home construction.  Moody's
currently anticipates the company's EBITDA coverage and free cash
flow metrics to deteriorate further in 2009.

The negative outlook reflects the potential for additional credit
deterioration in 2009, as the company faces slowing demand,
continued cash losses, tightening covenants, and a dwindling cash
position.

The downgrade in the company's SGL rating to SGL-4 from an SGL-2
liquidity rating primarily reflects the expectation that the
company will continue to lose cash in 2009, which will reduce the
headroom that the company has under its financial covenant on its
$350 million borrowing base based revolving credit agreement.  The
agreement requires it to maintain $35 million of liquidity,
defined as cash plus borrowing capacity, or exceed 1.0x EBITDA to
Fixed Charges.  Based on Moody's estimates this covenant will
become increasingly tight by the latter part of 2009
Builders FirstSource, Inc., headquartered in Dallas, Texas, is
engaged in the supply and manufacture of structural and related
building products to homebuilders for residential new construction
in the United States.  Its products include prefabricated
components, windows and exterior doors, lumber and lumber sheet
goods, millwork products, and other building products and
services.  Builders FirstSource, Inc. was founded as BSL Holdings,
Inc. in 1998 by former CEO John Roach and private equity firm JLL
Partners.  The company went public in June, 2005. Revenues for the
LTM period ending in Sept. 2008 were $1.3 billion.


BUILDING MATERIALS: Q3 Sales Down 39%; To Close 34 Ailing Units
---------------------------------------------------------------
Building Materials Holding Corporation reported that sales for the
third quarter of 2008 decreased 39% to $364 million from $594
million in the same quarter a year ago.  For the nine months ended
September 30, 2008, sales decreased 39% to $1.1 billion from $1.8
billion in the same period of 2007.  The company said net loss for
the third quarter 2008 was $45.2 million compared to net income of
$4.2 million in the same quarter a year ago.  For the nine months
ended September 30, 2008, net loss was $111.0 million compared to
net income of $18.6 million in the same period of 2007.

Building Materials reported $736.4 million in total assets,
including $426 million in current assets; and $588.8 million in
total debts, including $239.4 million in current debts as of
September 30, 2008.

Building Materials obtained waivers for financial covenants
related to its credit facility due to lower than planned operating
performance as of both June 2008 and December 2007.

On September 30, 2008, Building Materials entered into an
amendment to its credit facility with its lenders. The amended
credit facility continues to provide a $200 million revolver
subject to borrowing base limitations and a $340 million term note
maturing in November 2011. As of September 30, 2008, $29.2 million
was outstanding under the revolver and $328.9 million was
outstanding under the term note.

Building Materials' amended credit facility requires monthly
compliance with financial covenants including minimum liquidity
and adjusted earnings before interest, taxes, depreciation and
amortization (monthly Adjusted EBITDA) at least through 2010.  If
the company's leverage ratio is at a certain maximum as of
September 30, 2010, the monthly Adjusted EBITDA may be replaced
with quarterly compliance with a leverage ratio and interest
coverage ratio. Operating results, particularly income from
continuing operations, are a primary factor for the covenants and
Building Materials' ability to comply with these covenants depends
on its operating performance. The significant and ongoing
correction in single-family housing starts has negatively impacted
and may continue to negatively impact the company's operating
performance.

Building Materials noted that the continued challenges in the
homebuilding industry may impact its ability to comply with the
covenants in the future. If it fails to comply with covenants,
Building Materials said it may be in default and the lenders may
have the right to cause all amounts borrowed to become due and
payable immediately. Reduced operating cash flow and revolver
borrowing base limitations may adversely affect its ability to
finance operations or capital needs.

In May 2008, Building Materials initiated a comprehensive analysis
of its businesses operations to improve cash flow and
profitability as well as rationalize its operations for the
current conditions of the homebuilding industry. The plan places a
priority on efficient use of capital and higher returns and
focuses on closing and consolidating underperforming business
units as well as improving business processes.  As a result, by
the end of the fourth quarter of 2008, Building Materials said it
expects to:

   -- close 34 underperforming units,

   -- consolidate 12 underperforming units with other business
      units, and

   -- consolidate administrative functions of information systems,
      reporting, accounts payable and human resources.

Building Materials said its restructuring plans do not include
formal severance plans for employees affected by the closures and
consolidations of underperforming business units or enhancements
to administrative functions.

Commenting on third quarter results, Robert E. Mellor, Chairman
and Chief Executive Officer, stated, "As the unprecedented
volatility in the capital markets and the downturn in the
homebuilding industry persisted, we remained focused on our goal
of realigning our business to the current environment. We made
significant progress on our restructuring program during the third
quarter, executing on a wide range of operational and financial
actions designed to address the impact of the homebuilding
industry downturn. Importantly, we successfully negotiated an
amendment to our $540 million secured credit facility. Year-to-
date, we have reduced selling, general and administrative expenses
by $51.2 million, or 16 percent. We continued to enhance our
liquidity during the quarter through the wind-down of certain
operations and the sale of underperforming business units and
excess assets. We remain on track for these and other
restructuring initiatives."

Mr. Mellor concluded, "While our third quarter financial results
continued to be significantly impacted by the difficult operating
environment, we are seeing an improvement in our ongoing
operations and we comfortably met the bank covenants at the end of
the quarter."

                      About Building Materials

Based in San Francisco, California, Building Materials Holding
Corporation -- http://www.bmhc.com-- provides residential
construction services and building products to professional
homebuilders and contractors in western and southern regions of
the United States.  It operates through two business segments:
SelectBuild and BMC West. SelectBuild provides framing and other
construction services to high-volume homebuilders in key markets.
BMC West markets and sells building materials, manufactures
building components and provides construction services to
professional builders and contractors through a network of 41
distribution facilities and 60 manufacturing facilities.  It
provides construction services and building products in 16 single-
family residential construction markets.  In November 2006,
SelectBuild acquired the remaining 49% interest in BBP companies.
In March 2007, BMHC's subsidiary, SelectBuild Construction Inc.,
acquired the remaining 27% of Riggs Plumbing LLC.

The company's shares were suspended from trading on the New York
Stock Exchange in October 2008 as its market capitalization was
less than $25 million for a 30 trading-day period. The shares
currently trade on the Over-The-Counter Bulletin Board with the
symbol "OTCBB: BLGM".

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 13, 2008,
Standard & Poor's Ratings Services lowered its ratings on San
Francisco, Ca.-based Building Materials Holding Corp.,
including the corporate credit rating, to 'CCC+' from 'B-'. The
ratings remain on CreditWatch with negative implications, where
S&P placed them on July 30, 2008.


CASEY TOOL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Casey Tool and Machine Co., Inc.
        400 West Delaware
        Casey, IL 62420

Bankruptcy Case No.: 08-91913

Debtor-affiliates filing separate chapter 11 petitions:

   Debtor                                 Case No.
   ------                                 --------
   Consolidated Technology, LLP           08-91914
   ICT Mexico, Inc.                       08-91915

Related Information:  Casey Tool and Machine Co., Inc. and its
                      affiliates manufacture, among other things,
                      residential lighting products -- including
                      indoor and outdoor recessed lighting --
                      and a successful line of emergency lighting
                      products. Although the lighting portion of
                      the company's business accounts for roughly
                      85% of total sales, the company also
                      specializes in precision metal stamping and
                      injection molding.  The company has roughly
                      218 employees at four facilities in
                      Illinois, Arizona, and Mexico.  In 2007,
                      it had a combined sales of roughly
                      $79,617,635.

Chapter 11 Petition Date: November 4, 2008

Court: Central District of Illinois (Danville)

Judge: Gerald D. Fines

Debtor's Counsel: Harley J. Goldstein, Esq.
                  Matthew E. McClintock, Esq.
                  BELL, BOYD & LLOYD LLP
                  70 West Madison Street, Suite 3100
                  Chicago, Illinois 60602-4207
                  Tel: (312) 372-1121
                  Fax: (312) 827-8000

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

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

Debtor's list of 20 largest unsecured creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Consolidated Technology LLP                          $4,160,000
400 West Delaware
Casey, IL 62420

GS Battery                                            539,163
1000 Mansell Excange W., Suite 350
Alpharetta, GA 30022-1501

BYD America Corp.                                     513,774
1420 Howard St.
Elk Grove Village, IL 60007-2221

Westaff                                               363,649

Blue Cross Blue Shield of Illinois                    356,880

B&B Battery (USA) Inc.                                340,661

Brecon Ridge Mfg Solutions Corp.                      299,661

Ilsung Moolsan Co. Ltd.                               296,848

PACINTREX                                             284,624

Evco Plastics USA Inc.                                283,172

Whitehead Die Casting                                 241,227

Feralloy Corp.                                        226,784

ISMLL -- Ilsung Moolsan Co. Ltd                       191,004

Image Air                                             168,420

Central Steel & Wire Co.                              166,828

Cra Wal Container                                     164,785

Evans Tool & Die, Inc.                                155,414

Clayton Metals, Inc.                                  136,668

GE Lighting, Inc.                                     117,664

SAFT America Inc.                                     128,770


CHAPARRAL ENERGY: S&P Changes CreditWatch Implication to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on exploration and production company Chaparral
Energy Inc. to negative from developing.  S&P initially placed the
ratings on CreditWatch on July 15, 2008, following its proposed
merger with Edge Petroleum Corp.

The CreditWatch revision follows the announcement on Chaparral's
third-quarter earnings conference call that it may not meet the
debt incurrence test of its senior notes, resulting in severely
restricted ability to draw from its credit facility after Dec. 31,
2008.  If crude oil and natural gas prices stay at current levels,
Chaparral's Dec. 31, 2008 SEC PV-10 value could be insufficient to
support additional secured debt per the incurrence test.  As a
result, if the Edge merger is not consummated, S&P would lower
ratings as liquidity would be very limited despite Chaparral's
goal to live within cash flows.  Additionally, if Chaparral fails
to sufficiently increase its existing borrowing base, it could
potentially be in violation of the working capital covenant in its
credit facility.

An Edge Petroleum shareholder vote on the merger is scheduled for
December 4, at which time Chaparral is aiming to arrange the
necessary financing to close the transaction.  Specifically, the
merger is contingent on a successful refinancing of Chaparral's
existing $600 million borrowing-based revolver to $1 billion and a
$150 million preferred equity infusion from private equity firm
Magnetar Financial LLC.  Because of uncertain capital markets and
falling commodity prices, Chaparral has struggled to increase its
facility to $1 billion and achieve minimum pro forma availability
of $325 million, which Magnetar Financial requires as a condition
for its $150 million equity injection.

In addition, to complete the merger, the NYSE must approve the
listing of new shares of Chaparral common stock, which requires a
minimum price of $4 per share among other conditions.  However,
based on Edge's current stock price of around 43 cents, the
combined company may have trouble meeting the $4 threshold,
particularly in light of the current market malaise and slumping
crude oil prices.

Chaparral hopes to have the merger financing in place by the
December 4 shareholder meeting.  S&P will resolve the CreditWatch
listing when information regarding progress of the financing and
merger become available.  A stable outlook would require Chaparral
to successfully close the merger with Edge without significantly
altering its projected debt leverage or expected liquidity.
However, if the merger fails to be completed, S&P would likely
lower ratings given expectations of weakened liquidity.


CHRYSLER LLC: PBGC Wants More Information on Retirement Plans
-------------------------------------------------------------
Cary O'Reilly at Bloomberg News reports that the Pension Benefit
Guaranty Corp. spokesperson Gary Pastorius said that the agency
wants detailed data on the retirement plans of Ford Motor Co.,
Chrysler LLC, and General Motors Corp., in case it becomes
responsible for the plans.

According to Bloomberg News, Mr. Pastorius said in a telephone
interview on Monday, "This is pretty much routine" for financially
troubled companies with thousands of workers.  "We want to be sure
we have the latest information," Mr. Pastorius added.

Bloomberg relates that GM said on Nov. 7 that it may run short of
operating cash by year-end unless the auto market improves or it
adds capital and the company, along with Ford and Chrysler, and
the Congress is debating a request by the company, Ford Motor, and
Chrysler for $25 billion in bridge loans.

The PBGC, Bloomberg reports, said in February that it had an
accumulated deficit of $14 billion due to an increase in corporate
bankruptcies, and declining premium payments as more companies
shift from traditional defined-benefit programs to uninsured
plans.

                    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.


CITIGROUP INC: To Cut 50,000 Jobs, Raise Credit Card Rates
----------------------------------------------------------
Citigroup Inc. plans to cut more than 50,000 jobs or about 14% of
its workforce, Bloomberg TV reports.  The report says Citigroup
plans to reduce its workforce to 300,000.  The bank's headcount
peaked at 375,000, according to the report.

According to a Marketplace(R) report, Citigroup CEO Vikram Pandit
on November 17, 2008, told employees in a company-wide email that
he wants to talk about the bank's accomplishment since he took
over.

Marketplace also reported that the bank may raise credit card
rates to certain customers.  Marketplace's Jeremy Hobson said the
move is intended to make up for a decline in credit card revenue
due to fewer offers going out and smaller payments coming in.

Citigroup posted a copy of a slide presentation shown to employees
at a town hall meeting on Monday.  According to the slide show,
Citigroup is going into 2009 stronger than 2008, and that its
underlying business remains strong, and revenues have been stable.
Management expects expenses to be down 20% from peak levels; and
that headcount is  expected to be down 20% in the near-term from
peak levels.

A full-text copy of Citigroup's slide presentation is available at
no charge at:

        http://www.citigroup.com/citi/fin/data/p081117a.pdf

In October, Citigroup reported a net loss for the 2008 third
quarter of $2.8 billion.  Results included $4.4 billion in net
pre-tax write-downs in Securities and Banking, $4.9 billion in net
credit losses, and a $3.9 billion net charge to increase loan loss
reserves.

Highlights of the third quarter included:

    * Net interest revenue up 13% and net interest margin up 79
      basis points versus the third quarter 2007.

    * Lower write-downs in Securities and Banking for the third
      consecutive quarter.

    * Total expenses declined for the third consecutive quarter,
      down $1.2 billion since the second quarter 2008.

    * Headcount reduced by approximately 11,000 since the second
      quarter 2008 and approximately 23,000 in the first nine
      months of 2008.

    * Retail and corporate deposits in the U.S. increased 6%
      versus second quarter 2008 and 11% versus third quarter
      2007.

    * Total assets declined by $50 billion since second quarter
      2008 and by $308 billion since third quarter 2007.

    * Legacy assets declined by approximately $48 billion since
      second quarter 2008.

    * Capital strength maintained with Tier 1 Capital ratio at
      8.2%.

    * Closed sale of CitiStreet; announced sale of Citi Global
      Services Limited; sale of the German retail banking
      operations on track for the fourth quarter.

In October, Citigroup was foiled in its bid to acquire all of the
banking subsidiaries of Wachovia Corporation after Wells Fargo &
Co. came into the picture to snag Wachovia.  Citi sued for more
than $60 billion in damages, citing that it entered into the deal
announced September 29, after Wachovia was hit by a $5 billion run
on deposits in late September after the failure of Washington
Mutual Inc., an Associated Press report says.  Citigroup later
abandoned talks with Wachovia.

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  Citi had $2.0 trillion in total
assets on $1.9 trillion in total liabilities as of September 30,
2008.


CITIGROUP MORTGAGE: Fitch Puts Low-B Ratings on Two Note Classes
----------------------------------------------------------------
Fitch Ratings downgrades these classes of Citigroup Commercial
Mortgage Trust, series 2007-FL3, commercial mortgage pass-through
certificates:

  -- $19,923,000 class K to 'BB' from 'BBB-'; Outlook Negative;
  -- $1,504,921 class WES to 'BB+' from 'BBB-'; Outlook Negative.

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

  -- $369,037,174 class A-1 at 'AAA'; Outlook Stable;
  -- $164,608,000 class A-2 at 'AAA'; Outlook Stable;
  -- $796,900,000 class X-2 at 'AAA'; Outlook Stable;
  -- $24,903,000 class B at 'AA+'; Outlook Stable;
  -- $19,923,000 class C at 'AA'; Outlook Stable;
  -- $12,949,000 class D at 'AA-'; Outlook Stable;
  -- $11,954,000 class E at 'A+'; Outlook Stable;
  -- $12,950,000 class F at 'A'; Outlook Stable;
  -- $11,953,000 class G at 'A-'; Outlook Stable;
  -- $11,954,000 class H at 'BBB+'; Outlook Negative;
  -- $11,953,000 class J at 'BBB'; Outlook Negative;
  -- $3,800,000 class THH-1 at 'BBB-'; Outlook Stable;
  -- $2,900,000 class INM at 'BBB-'; Outlook Stable;
  -- $3,600,000 class MLA-1 at 'BBB'; Outlook Negative;
  -- $3,200,000 class MLA-2 at 'BBB-'; Outlook Negative;
  -- $1,900,000 class HTT-1 at 'BBB-'; Outlook Stable;
  -- $3,000,000 class VSM-1 at 'BBB-'; Outlook Stable;
  -- $1,000,000 class VSM-2 at 'BBB-'; Outlook Stable;
  -- $1,200,000 class RSI-1 at 'BBB+'; Outlook Negative;
  -- $1,600,000 class RSI-2 at 'BBB-'; Outlook Negative;
  -- $1,900,000 class AVA at 'BBB-'; Outlook Negative;
  -- $800,000 class MOF at 'BBB-'; Outlook Stable.

Classes X-1, HOA-1, HOA-2, HFS-1, HFS-2, and HFS-3 have all paid
in full.

The downgrade of class K reflects the lowering of the shadow
rating of the Fairmont Scottsdale Princess (19.9%), the largest
loan in the pool.  The Fairmont Scottsdale Princess (19.9%) is a
651-key resort located in Scottsdale, Arizona.  Performance at the
hotel has weakened as a result of recent renovations and given the
current operating conditions, significant performance gains
expected at issuance are unlikely to be achieved.  The borrower
recently exercised one extension option, extending the loan
through Sept. 29, 2009 and there are two remaining one-year
extension options.

The downgrade of class WES reflects the weaker performance of the
Westmont Hotel Portfolio following the release of two of the
portfolio's larger assets, the Marriott Buffalo and the Marriott
Cleveland Airport.

The rating affirmations are the result of the remaining assets
performing as expected at issuance.  The Rating Outlooks reflect
the likely direction of 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.

Classes MLA-1 and MLA-2 have been assigned Negative Outlooks as a
result of slower than expected stabilization for the Mondrian
Hotel than Fitch assumed at issuance.

The Negative Outlook on classes RSI-1 and RSI-2 reflect ongoing
weaknesses in the Residence Inn - White Plains' performance
following the conclusion of renovations earlier in the year.
While the hotel's occupancy and room revenues have improved,
operating expenses have risen above expectations at issuance.  The
Negative Outlook of class AVA-1 reflects deterioration in the
Hotel Avalon's performance due to rising operating expenses.

As of the October 2008 distribution date, the transaction has paid
down by 16.6% to $705.3 million from $845.8 million at issuance.
All of the loans are secured by hotel properties, and apart from
the Fairmont Scottsdale Princess, all pooled senior participations
included in the trust maintain investment-grade shadow ratings.
The non-pooled participations interest of nine loans in the trust,
The Hudson Hotel, Intercontinental Miami, The Mondrian Hotel,
Hotel Thirty-Thirty, Viceroy Santa Monica, The Westmont Portfolio,
Residence Inn-White Plains, Hotel Avalon and Maison 140, are
structured as rake classes.  The thirteen remaining loans in the
pool are interest only.  The principal reduction since issuance
reflects the full payment of Hotel on the Avenue, Holiday Inn Soho
and Hotel 57 loans.

The second-largest loan is secured by the Radisson Lexington Hotel
(14.2%), a 705-key hotel located in New York City, New York.  For
the trailing twelve month period ending 9/08, the Fitch-stressed
DSCR had improved to 3.03 times, compared to 2.35x at issuance.
Nearly 80% of the pool's loans mature in 2009 and all have at
least one remaining extension option.


CITY OF ATLANTA: Wants TARP Funds Due to Dire Fiscal Situation
--------------------------------------------------------------
Kris Maher and Paulo Prada at The Wall Street Journal report that
the mayors of Philadelphia, Phoenix, and Atlanta asked the
Treasury Department on Friday to allocate $50 billion of the $700
billion Troubled Asset Relief Program for infrastructure
investment to create jobs and lift local economies.

WSJ relates that the mayors also asked for loans to cover short-
term borrowing needs and to meet payroll.

According to WSJ, the mayors said in a letter to Treasury
Secretary Henry Paulson that the cities' dire fiscal situations
would result in layoffs and tax increases.  WSJ says that the
cities had a remote chance to get TARP funding.  Mr. Paulson said
on Wednesday that the focus of TARP is "to stabilize financial
institutions and strengthen the financial system," rather than to
provide assistance to state and local governments, according to
the report.

WSJ states that Philadelphia Mayor Michael Nutter is leading the
campaign for federal aid and said that the mayors are targeting
TARP because the Congress already approved the program.

Many mayors are hoping that the Congress will take some action
soon on a "stimulus package" that would include aid to cities, WSJ
relates, citing Tom Cochran, the U.S. Conference of Mayors chief.

WSJ reports that Philadelphia has a $4 billion budget for next
year, faces a $108 million shortfall -- almost half from slower
business activity and a decline in sales taxes, and the rest from
lower real-estate-transfer and wage taxes.  The report quoted the
city's budget director Stephen Agostini as saying, "Our revenues
have fallen off the table."  The report says that Philadelphia's
$4 billion pension plan covers 33,000 retirees and had losses of
more than $600 million through September 2008.

Mayor Shirley Franklin of Atlanta, according to WSJ, told city
workers that an expected shortfall of $60 million this year would
result in a hiring freeze and a 10% cut in wages and work hours of
municipal workers from December 2008 to June 2009.  The city
already laid off about 350 employees earlier this year, the report
states.

According to WSJ, Phoenix Mayor Phil Gordon said that his city is
facing a $250 million shortfall in its yearly general-fund budget
of $1.5 billion.  WSJ states that about 60% of the city's budget
comes from sales-tax revenue.  Phoenix has $250 million of
federally approved capital projects, like runway work at the
airport and local mass-transit projects, which the city government
could have already started if the money were available, the report
says, citing Mayor Gordon.


COEUR D'ALENE: S&P Puts 'B+' Rating on Negative Watch
-----------------------------------------------------
Standard & Poor's Ratings Service placed its ratings, including
its 'B?' corporate credit rating, on Coeur d'Alene, Idaho-based
Coeur d'Alene Mines Corp. on CreditWatch with negative
implications.

"The CreditWatch placement follows S&P's assessment that Coeur
d'Alene's currently strained liquidity position will worsen
dramatically over the next few quarters," said Standard & Poor's
credit analyst Sherwin Brandford.  "This will create a significant
funding gap beginning in the first quarter of 2009 as the company
continues to spend aggressively on the development of its new San
Bartolome and Palmarejo mines."

As a result, S&P expects the company's cash balances to decrease
in the near term.  In addition, the company's is in danger of
being delisted by the NYSE as a result of the significant decline
in its equity price, which would be an event of default under its
$50 million senior secured notes due 2012.

In resolving S&P's CreditWatch, it will meet with the company to
discuss its near-term liquidity position in light of the
challenging operating conditions.


CPG MARKETING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: CPG Marketing, Inc.
        4904 Eisenhower Boulevard, Suite 250
        Tampa, FL 33634

Bankruptcy Case No.: 08-18095

Chapter 11 Petition Date: November 14, 2008

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: Cheryl Thompson, Esq.
                  cthompson@gray-robinson.com
                  Stephenie Biernacki Anthony, Esq.
                  sbiernacki@gray-robinson.com
                  Gray Robinson, PA
                  201 North Franklin Street, Suite 2200
                  Tampa, FL 33602
                  Tel: (813) 273-5076
                  Fax: (813) 221-4113

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

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

The petitions was signed by the company's president and chief
executive officer Daniel D. Granger.


CS FIRST: Fitch Takes Rating Actions on Various Classes of Notes
----------------------------------------------------------------
Fitch Ratings downgrades and maintains the Rating Watch Negative
on the following non-pooled classes of CS First Boston Mortgage
Securities Corp., pass-through certificates, series 2007-TFL2 as:

  -- $8.9 million class BSL-A at 'BB'; Rating Watch Negative;
  -- $9.0 million class BSL-B at 'BB'; Rating Watch Negative;
  -- $8.9 million class BSL-C at 'BB'; Rating Watch Negative;
  -- $8.9 million class BSL-D at 'BB'; Rating Watch Negative;
  -- $7.9 million class BSL-E at 'B'; Rating Watch Negative;
  -- $9.9 million class BSL-F at 'B'; Rating Watch Negative.

In addition, Fitch affirms the following classes:

  -- $521.3 million class A-1 at 'AAA'; Outlook Stable;
  -- $100 million class A-2 at 'AAA'; Outlook Stable;
  -- $207 million class A-3 at 'AAA'; Outlook Stable;
  -- Interest-only class A-X-1 at 'AAA'; Outlook Stable;
  -- Interest-only class A-X-2 at 'AAA'; Outlook Stable;
  -- $45.7 million class B at 'AA+'; Outlook Stable;
  -- $42.6 million class C at 'AA'; Outlook Stable;
  -- $33.5 million class D at 'AA-'; Outlook Stable;
  -- $36.6 million class E at 'A+'; Outlook Stable;
  -- $36.5 million class F at 'A'; Outlook Stable;
  -- $33.5 million class G at 'A-'; Outlook Stable;
  -- $39.6 million class H at 'BBB+'; Outlook Negative;
  -- $36.6 million class J at 'BBB'; Outlook Negative;
  -- $39.6 million class K from 'BBB-'; Outlook Negative;
  -- $33.5 million class L at 'BB-'; Outlook Negative.
Fitch also affirms these non-pooled components of the related
trust assets:

  -- $90.7 million class CSP-A1 at 'AAA'; Outlook Stable;
  -- $33.6 million class CSP-A2 at 'AAA'; Outlook Stable;
  -- Interest-only class CSP-AX at 'AAA'; Outlook Stable;
  -- $10.6 million class CSP-B at 'AA+'; Outlook Stable;
  -- $11.5 million class CSP-C at 'AA'; Outlook Stable;
  -- $9.9 million class CSP-D at 'AA-'; Outlook Stable;
  -- $10 million class CSP-E at 'A+': Outlook Stable;
  -- $9.7 million class CSP-F at 'A'; Outlook Stable;
  -- $19.9 million class CSP-G at 'BBB+'; Outlook Stable;
  -- $9.9 million class CSP-H at 'BBB'; Outlook Stable;
  -- $15.9 million class CSP-J at 'BBB-'; Outlook Stable; and
  -- $18 million class CSP-K at 'BB+'; Outlook Stable.

The downgrades of the non-pooled classes reflect the lowering of
the shadow ratings of Biscayne Landing.  Biscayne Landing (10.9%)
was transferred to special servicing for default in January 2008
as the borrower failed to meet the mandatory prepayment of

$17 million.  An additional payment of $95 million is coming due
on Dec. 31, 2008.  Fitch considers it unlikely that this payment
will be made as scheduled.  Any resolution costs or potential
losses could be incurred by one or more of the BSL rake classes,
which are collateralized by the non-pooled senior portions of the
Biscayne Landing loan and are subordinate to the pooled senior
portion.

The Biscayne Landing loan is secured by a ground lease on the
largest undeveloped parcel of urban land in South Florida,
consisting of 188 acres in North Miami.  While the borrower's
original development plan revolved around a master planned
community, it has recently gained permission by the city to expand
the potential uses for the land to include a greater portion of
commercial or hotel space.  The Biscayne Landing loan matures on
May 9, 2009 and has two one-year extension options.

The affirmations are due to expected performance and continued
stabilization of the remaining loans since issuance.  The Rating
Outlooks reflect the likely direction of 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.
As of the October 2008 distribution date, the transaction's
aggregate principal balance has decreased 0.69%.  All of the
original eight loans remain in the trust.  Of the loans scheduled
to mature in 2008, all have extension options ranging from two to
three years.

The largest loan in the pool, Planet Hollywood Resort and Casino
(30.7% of the pool) is a hotel and casino in Las Vegas, Nevada,
previously operated as the Aladdin.  The property is in the midst
of a $178 million renovation and re-development project that
includes substantial improvements to the facade, casino,
restaurants, and guestrooms.  Renovations are nearing completion,
with the final 1,076 guestrooms on schedule to be completed prior
to the 2008 holiday season.  Fitch will closely monitor the
stabilization of this asset following the conclusion of
renovations.  The loan was recently extended through 2009 and
there are two remaining one-year extension options.

The Resorts Atlantic City (11.7%), which was downgraded to below
investment grade in August, continues to be a concern.  The
Resorts Atlantic City is a 942-room casino/hotel located in
Atlantic City, New Jersey.  Total debt on the loan is
$360 million, which consists of a $175 million senior component
which is held in the trust and a $185 million junior component
held outside the trust.  The property's weak performance 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. Fitch does
not expect the cash flow to reach the same levels as at issuance.
The transaction consists of loans collateralized by hotel
properties (49.1%), office (24%), healthcare (16%), and land
(10.9%).  All of the loans in the pool mature within the next year
but have at least one remaining extension option.


CULPEPER CROSSROADS: Asks Court to Dismiss Chapter 11 Case
----------------------------------------------------------
Culpeper Crossroads, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of Virginia to dismiss its Chapter 11 case.  The
Debtor tells the Court that despite considerable effort, it has
been unable to propose a confirmable plan of reorganization.

The Debtor tells the Court that it owns 6 parcels of contiguous
real property located in Culpeper, Virginia, valued at
$10,900,000, certain of which are encumbered to Millennium Bank,
which is owed $2,745,987.  The parcels are also subject to a
second trust in favor of Agpro Land, LLC (securing seller
financing), which is owed approximately $3,796,466.

The Debtor tells the Court that the only firm offer it obtained
would have provided Millennium 90% of its outstanding principal
while Agro Land would have received $1,000,000 over time.
Millennium made it clear, however, that it will not vote to accept
any plan which does not provide for full payament of its debt,
plus interests and charges.

In view of the foregoing, the Debtor has determined that it no
longer needs the protection of the Bankruptcy Code, and that it is
in its best interests to move to dismiss this bankruptcy case.

Headquartered in Warrenton, Virginia, Culpeper Crossroads LLC
filed for Chapter 11 protection on May 27, 2008 (Bankr. E.D. Va.
Case No. 08-12990).  Jennifer D. Larkin, Esq., at Linowes &
Blocher LLP, represents the Debtor as counsel.  The Debtor's
summary of schedules showed total assets of $10,914,099 and total
debts of $7,009,841.


DBP EXPLORATION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: DBP Exploration Inc.
        P.O. Box 1271
        Perryton, TX 79070

Bankruptcy Case No.: 08-35815

Chapter 11 Petition Date: November 4, 2008

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Susan B. Hersh, Esq.
                  Susan B. Hersh, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 503-7070
                  E-mail: susan@susanbhershpc.com

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

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

Debtor's list of 20 largest unsecured creditors:

   Entity                                          Claim Amount
   ------                                          ------------
First Bank Southwest                                 $830,797
P.O. Box 929
Perryton, TX 79070

First State Bank-Spearman, Texas                      736,611
P.O. Box 247
Spearman, TX 79081

Schlumberger Technology Corp.                         593,572
P.O. Box 201556
Houston, TX 77216-1556

Schlumberger Technology                               131,808
P.O. Box 201193
Houston, TX 77216-1193

Bronco Drilling Co., Inc.                             573,354

Boom Drilling, LLC                                    412,333

Petro-Suisse, Ltd.                                    412,333

Winter Mud                                            334,332

Arkhoma Transports, Inc.                              136,838

Golden Spread Sales                                   127,971

Holman Services, Inc.                                 117,094

Smith International, Inc.                             116,412

James W. Clark Dirt Contractor, Inc.                  111,865

Hays Trucking Co., LLC                                103,268

Trencor Enterprises Inc.                              84,232

Western Hot Oil Service, Inc.                         70,971

CASE Wireline Services, Inc.                          70,645

Joe E. Curtis Production Co., LTD                     60,000

Kruse Farms, LP                                       60,000

Nabors Well Services Co.                              56,927


DBSI INC: Taps Young Conaway Stargatt as Attorney
-------------------------------------------------
DBSI Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for permission to
employ Young Conaway Stargatt & Taylor LLP as their attorney.

The firm is expected to:

   a) provide legal advice with respect to the Debtors' powers
      and duties as debtors in possession in the continued
      operation of their business, management of their properties
      and sale of their assets;

   b) prepare and pursue confirmation of a plan and approval of
      a disclosure statement;

   c) prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports and other legal papers;

   d) appear in Court and protect the interest of the Debtors
      before the Court; and

   e) perform all other legal advice for the Debtors which may be
      necessary and proper in these proceedings.

The firm's professionals and their compensation rates are:

   Professionals                  Hourly Rates
   -------------                  ------------
   James L. Patton, Jr., Esq.     $750
   Michael R. Nestor, Esq.        $505
   Joseph M. Barry, Esq.          $390
   Kenneth J. Enos, Esq.          $290
   Nathan D. Grow, Esq.           $260
   Robert F. Poppiti, Jr., Esq.   $240
   Kim Beck                       $175

Michael R. Nestor, Esq., a partner of the firm, assures the Court
that the firm does not hold any interests adverse to the Debtors'
estate and their creditors, and is a "disintereste person" as
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Meridian, Idaho, DBSI Inc. -- http://www.dbsi.com
-- operates a real estate company.  The company and 145 of its
affiliates filed for Chapter 11 protection on Nov. 10, 2008
(Bankr. D. Del. Lead Case No. 08-12687).  Kurztman Carson
Consultants LLC represents as the Debtors' notice claims and
balloting agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million and
$500 million each.


DBSI INC: Blames Rising Operating Costs for Bankruptcy
------------------------------------------------------
DBSI Inc.'s CEO Douglas Swenson blamed the company's bankruptcy on
increasing operating costs, weakness in leasing, and the
"unprecedented events" in the real-estate and financial markets,
court documents say.

Alex Frangos at The Wall Street Journal reports that DBSI's
bankruptcy has tossed at least 8,500 investors and almost 240
commercial properties valued at $2.4 billion in over 30 states.

WSJ quoted Stephen Burr -- the attorney for DBSI -? as saying,
"The bankruptcy filing was necessary to create an orderly process
for the maximum return for all DBSI's creditors including its
investors."

According to WSJ, DBSI operated under names like Spectrus Real
Estate and For 1031 LLC, and guaranteed returns that investors
would receive from properties -- 6.5% and growing over time to 12%
yearly.  WSJ relates that under the DBSI arrangement, if one
property wasn't performing well, the company could use profits
from another to make up the difference.  The company, says the
report, could use the fees and markups it made arranging new
tenant-in-common (TIC) deals to feed the older ones.  There wasn't
enough cash to meet the company's obligations when the market
seized, according to the report.

WSJ relates that DBSI stopped making monthly distributions in
October 2008, panicking its TIC investors.  The report quoted Ruth
Cook, a 72-year-old widow from College Park, Maryland, as saying,
"It really is devastating for a lot of us that trusted them."
Mrs. Cook, according to the report, relied on a $440,000 DBSI
investment to generate $2,000 per month -- about half her living
expenses.

Court documents and people familiar with the matter say that it
isn't clear yet how much money people will lose through DBSI.
According to WsJ, some investors will be forced to inject more
capital or lose their properties to foreclosure.

WSJ says that each TIC investment contains as many as 35 investors
who must make all major decisions unanimously.  WSJ relates that
DBSI collected more than $1 billion in investor equity through TIC
offerings, amassing a portfolio of office buildings, strip malls,
medical buildings, and apartments.  DBSI, according to the report,
also had investments in raw land and development projects and
raised about $275 million from thousands of small investors
through private bond placements.  The company has several small
technology firms, the report states.

According to WSJ, Paul Mangiantini, an attorney representing
investors who sued DBSI in Idaho State Court, said, "The way their
real-estate TIC offerings were made...was unsustainable."  Mr.
Mangiantini alleged that DBSI collapsed when real-estate markets
prevented the firm from "sourcing new deals to feed what it owed
on the old ones," WSJ states.

                              About DBSI

Idaho-based DBSI Inc. -- http://www.dbsi.com-- is a privately
held real-estate firm.  The company was founded in 1980.  It was a
leader in tenant-in-common, or TIC, real-estate transactions.

The company filed for Chapter 11 protection on Nov. 10, 2008
(Bankr. D. Delaware Case No. 08-12687).  James L. Patton, Esq.,
Joseph M. Barry, Esq., and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor LLP represent the company in its
restructuring effort.  Kurztman Carson at Consultants LLC is the
claims agent.  The company listed assets of $100 million to
$500 million and debts of $100 million to $500 million.


DELPHI CORP: Cancels Dec. 31 Bankruptcy Emergence Timetable
-----------------------------------------------------------
Delphi Corp. has signed deals with General Motors Corp. and its
DIP Lenders, led by JPMorgan Chase Bank, N.A., in order to have
access to borrowed cash until mid-2009.  The Debtors' financing
deals mature Dec. 31, 2008.

As previously reported, on Oct. 3, the Debtors submitted proposed
modifications to their Plan of Reorganization.  Under the
modified plan, the Debtors targeted a Dec. 17 confirmation
hearing, and a Chapter 11 exit by year-end.   The modified plan
does not require, in addition to $4,700,000,000 of debt exit
financing, a $2,550,000,000 cash-for-equity investment by
Appaloosa Management, L.P., and other "plan investors", which
were the highlight of the Court-confirmed, but unconsummated,
Jan. 25, 2008 PoR.  The modified plan requires debt exit
financing of $2.75 billion plus a $1,000,000,000 raised through a
rights offering.

The preliminary hearing to consider approval to the Modified Plan
has been adjourned for the second time -- to November 21, 2008.
The hearing was originally scheduled for October 23, 2008.

Delphi, however, has said that "in the face of the current
unprecedented turbulence in the credit markets and uncertainty in
the automobile industry," it does not anticipate emerging from
chapter 11 prior to December 31, 2008, when its financing deals
mature.

"Despite the efforts of the federal government to provide
stability to the capital markets and banks, the markets have
remained extremely volatile and liquidity in the capital markets
has been nearly frozen, resulting in an unprecedented challenge
for the Debtors to successfully attract emergence capital funding
for their Modified Plan, particularly in light of the current
conditions in the global automotive industry," John Wm. Butler,
Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois, said, in a court filing.

In its third quarter report on Form 10-Q, General Motors Corp.,
Delphi's primary customer, admitted, "Given the current credit
markets and the challenges facing the automotive industry, there
can be no assurance that Delphi will be successful in obtaining
$3.8 billion in exit financing to emerge from bankruptcy."

GM has recorded Delphi-related charges $4.1 billion for nine
months ended Sept. 30, 2008.  GM recorded a net loss of
$2,542,000,000 on $37,503,000,000 of revenues for three months
ended Sept. 30, 2008, compared with a net loss of $38,963,000,000
on $43,002,000,000 of sales during the same period in 2007.

General Motors, along with Ford Motor Company and Chrysler LLC,
has asked Congress to grant the U.S. carmakers access to
$25 billion of the $700 billion Troubled Asset Relief Program
approved by Congress to bail out financial institutions.
Congress is expected to tackle on Nov. 18 and 19 the proposed
bailout, which, according to reports, may be necessary to save
the U.S. automakers from collapse or bankruptcy.

A bankruptcy filing for GM could shatter its former unit Delphi's
plans to finally exit bankruptcy this year or early next year,
according to a report by Bloomberg News.  "If GM fails, it's
likely the Delphi reorganization fails, and Delphi converts to a
case under Chapter 7 -- a liquidation," Nancy Rapoport, a law
professor at the University of Nevada-Las Vegas, in an e-mail,
according to Bloomberg News.  "For the creditors of Delphi, this
of course isn't optimal, and the usual issues in Chapter 7,
determining the liquidation value of the company, will apply."

                      About Delphi Corp.

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

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

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


DELPHI CORP: Signs 2 Gm Deals For Liquidity Until Mid-2009
----------------------------------------------------------
Delphi Corp. and its affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to enhance
their liquidity through June 30, 2009 by entering into two
agreements with General Motors Corp.  First, the Debtors seek
authority to amend and extend, through June 30, 2009, their
current arrangement with GM pursuant to which GM has agreed to
provide up to $300 million of liquidity enhancement.  Second, the
Debtors seek authority to enter into a new agreement with GM
whereby GM would provide an additional aggregate $300 million
during the second quarter of 2009 through a temporary acceleration
of its accounts payable to the Debtors.

The two agreements will afford the Debtors additional liquidity of
up to $600 million through the end of the second quarter of
2009.  This will also provide the Debtors the time to seek
sufficient emergence funding capital to allow them to emerge from
chapter 11 as soon as practicable.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in Chicago, Illinois, relates that through the Second
Amendment Agreement and the Partial Temporary Accelerated Payment
Agreement, GM would provide additional liquidity to the Debtors
through the second quarter of 2009, during the period covered by
the accommodation agreement with certain of the DIP Lenders.

The Debtors believe that the liquidity provided by the agreements
with GM should help facilitate their plan modifications and
emergence strategy while addressing the concerns of Delphi's
customers and suppliers.

The Court will convene a hearing to consider the Debtors'
proposal on November 24, 2008 at 10:00 a.m.  Objections are due
November 20, 2008 at 4:00 p.m.

                   More GM Support to Delphi

According to Mr. Butler, the relief sought by Delphi reflects
GM's further support for the Debtors' reorganization efforts.  GM
has already made significant and substantial contributions to the
Debtors' reorganization efforts.  On September 26, 2008, the
Debtors received the authority to implement the Amended GSA and
the Amended MRA, which agreements became effective on September
29, 2008.  The Amended GSA and Amended MRA, among other things,
produced $4.6 billion in incremental net contributions to Delphi
from GM (resulting in an expected net contribution from GM in the
approximate amount of $10.6 billion), pulled forward GM's
financial obligations under the global settlement agreement and
master restructuring agreement approved as part of the Plan to
the effective date of the Amended GSA and Amended MRA, made all
of GM's incremental financial contributions in the Amended GSA
and Amended MRA immediately and unconditionally effective on the
effective date of the Amended GSA and Amended MRA, eliminated
substantially all of GM's termination rights, and eliminated
substantial conditional aspects of the Original GSA and Original
MRA.  The agreements became effective on September 29, 2008, and
the Debtors and GM executed the first step of the section 414(l)
transfer on that date, transferring approximately $2.1 billion of
the Debtors' net unfunded hourly pension liabilities to GM's
pension plan.

              Delphi Couldn't Find Exit Financing
                     Amid Worst Bear Market

Following the implementation of the Amended GSA and the Amended
MRA, the Debtors continued to take steps toward emergence from
chapter 11.  On October 3, 2008, the Debtors filed the Plan
Modification Approval Motion which included the Debtors' revised
emergence business plan and enterprise valuation.  That same day,
the United States House of Representatives approved the federal
bailout plan, now known as the Troubled Asset Relief Program or
"TARP."  However, on the following Monday, and for much of the
rest of the month of October, the global credit markets seized up
and experienced one of the five worst bear markets in history.

Despite the efforts of the federal government to provide
stability to the capital markets and banks, the markets have
remained extremely volatile and liquidity in the capital markets
has been nearly frozen, resulting in an unprecedented challenge
for the Debtors to successfully attract emergence capital funding
for their Modified Plan, particularly in light of the current
conditions in the global automotive industry, Mr. Butler
explains.

"Nevertheless, assuming that this Court approves this Motion and
the Accommodation Motion, the Debtors will continue to work with
their stakeholders in an effort to emerge from chapter 11 as
quickly as practicable despite the difficult economic
environment," Mr. Butler avers.

                     Amended GM Arrangement

The Amended GM Arrangement, as modified by the Second Amendment
Agreement, functions as an adjunct to the Debtors' $4-billion DIP
financing facility, effectively providing Delphi with
$300 million in additional unsecured, subordinated advancements
from GM, thereby continuing a definite and reliable source of
liquidity during an extended period of uncertainty in the capital
markets generally and the automotive industry in particular.

Under the terms of the Second Amendment Agreement, GM has agreed,
subject to this Court's approval, to make available to the
Debtors up to $300 million through the maturity date of the
Second Amendment Agreement, subject to certain modified borrowing
mechanics and provided that certain conditions are met.  The
maturity date for the Second Amendment Agreement will be the
earliest of:

   (i) June 30, 2009,

  (ii) the date on which Delphi or any guarantor of the GM
       Arrangement files any motion or other pleading seeking to
       amend the Plan or Disclosure Statement filed by the
       Debtors on October 3, 2008 in a manner not reasonably
       acceptable to GM,

(iii) the DIP Termination Date,

  (iv) on or after January 1, 2009, the expiration or
       termination of the Accommodation Agreement or the
       Accommodation Period, and

   (v) the occurrence of the effective date of the Plan.

In addition, certain modifications were made to the Amended GM
Arrangement that protects GM in the event the Accommodation
Agreement is modified in a manner adverse to GM.  In such
circumstance, to the extent that Delphi seeks continued access to
the Second Amended GM Arrangement, GM would have approval rights
with respect to such modifications to the Accommodation
Agreement.  Other proposed modifications to the Amended
GM Arrangement are largely technical and conforming changes.

Effectiveness of the Second Amendment Agreement is conditioned
on, among other things, (i) the Debtors having no Automatic
Accommodation Termination Default and no Accommodation Default
and (ii) entry of a final, non-appealable order by the Court
approving the Accommodation Agreement and the Second Amendment
Agreement on or prior to December 31, 2008.

Upon the effectiveness of the Second Amendment Agreement, the
terms and conditions of the Amended GM Arrangement will remain in
full force and effect, including the provisions that GM and its
relevant Affiliates will have (a) allowed claims with
administrative expense priority pursuant to Section 503(b)(1) of
the Bankruptcy Code against Delphi and the GM Guarantors under and
as defined in the DIP Credit Agreement for all Obligations owing
to GM or any applicable GM Affiliates and (b) all other rights
under the Amended GM Arrangement and the Second Amendment
Agreement, including, without limitation, the ability to exercise
the right to set off and apply, subject to the terms of the
Amended GM Arrangement and the Second Amendment Agreement, any
indebtedness or liabilities owing by GM or the GM Affiliates to or
for the credit or the account of Delphi or the GM Guarantors
against any and all GM Arrangement Obligations of Delphi or the GM
Guarantors without the need to seek additional modification of the
automatic stay imposed pursuant to Section 362 of the Bankruptcy
Code and without further order of the Court.

Pursuant to a side letter between Delphi and GM, GM has agreed
that prior to the earlier of (i) the occurrence of the DIP
Termination Date, (ii) the effectiveness of the Debtors' plan of
reorganization, or (iii) the receipt of DIP Agent consent, GM
will not assert or exercise against any of the GM GSA Claims any
setoff of any amounts payable by GM or any of its Affiliates to
Delphi or any of its affiliates.  The GM GSA Claims are the First
Net Liability Transfer Claim, the Second Net Liability Transfer
Claim, and the GM Unsecured Claim.  The Side Letter does not
prejudice other parties' rights to contest GM's setoff rights if
(a) the Side Letter does not become effective or (b) one of the
events set forth in clauses (i)-(iii) above has occurred.  The
Side Letter will become effective on the date when all of the
conditions precedent set forth in section 3 of the Second
Amendment Agreement have been satisfied or waived.

Copies of the New GM Agreements are available at no charge at
http://bankrupt.com/misc/Delphi_GM_DealsNov08.pdf

                      About Delphi Corp.

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

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

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


DELPHI CORP: To Sell Exhaust Biz.; Mexican Firm is Lead Bidder
--------------------------------------------------------------
Delphi Corp., and its debtor affiliates Delphi Automotive Systems
LLC, and Delphi Technologies, Inc., seek the U.S. Bankruptcy Court
for the Southern District of New York's approval to sell their
exhaust business to Bienes Turgon S.A. de C.V., subject to further
market test through an auction on December 11.

The Court will convene a hearing on Nov. 24 to Delphi's request to
pursue a bidding process for its exhaust business.  Objections are
due November 20, 2008 at 4:00 p.m.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that as part of its
transformation plan, Delphi has identified its exhaust business
as a non-core business subject to disposition.  Accordingly,
following broad marketing efforts, on November 10, 2008, Delphi
Corp. and its debtor and non-debtor affiliates entered into a
Master Sale and Purchase Agreement with Bienes Turgon S.A. de
C.V.

The Agreement contemplates a global divestiture of the Exhaust
Business to Bienes Turgon for a purchase price of $17 million,
subject to certain adjustments.

                  Sale of Global Exhaust Biz.

Delphi's global exhaust emissions business produces a broad array
of catalytic converters and related assemblies that are sold
globally and used in a variety of gas and diesel emissions
control applications. The company began making catalytic
converters in 1974 as the AC Spark Plug division of GM and at the
time of the Spin-Off, the operations became part of Delphi. The
Exhaust Business is part of Delphi's Powertrain business, a core
business of the Company.  The Exhaust Business has a global
platform with operations at six primary manufacturing sites in
Australia, China, India, Mexico, Poland, and South Africa, all
of which -- other than the Mexican and South African sites --
also manufacture other Delphi products.

Except for the Mexican site where Delphi Entities hold a minority
interest in one joint venture, Katcon S.A. de C.V., all sites are
wholly-owned or controlled by the Delphi Entities.  Sixty percent
of the Katcon joint venture is owned by Bienes Turgon and 40% is
owned by Delphi Corp's non-Debtor affiliate, Delphi Controladora,
S.A. de C.V.  Delphi Automotive Systems (Holding), Inc. owns
99.99% of DCSA, and Delphi International Holdings Corp. owns .01%
of DCSA.  Both DASHI and DIH are Debtors.  Pursuant to this
transaction, the applicable non-Debtor Seller will be selling its
equity interest in Katcon.

In addition to certain engineering capabilities at the
manufacturing sites, the Exhaust Business also has engineering
resources located at technical centers in Luxembourg and Michigan
where engineering personnel carry out their responsibilities to
develop and test the Exhaust Business' products and associated
processes.

The dedicated workforce for the Exhaust Business is comprised of
approximately 135 salaried and 158 hourly employees.  Of these
employees, 23 are U.S. employees, all of whom are salaried
employees (primarily engineers).

The Exhaust Business is benefiting because of increasingly
stringent regulatory exhaust emission requirements in the global
market which aim to reduce noxious emissions. For the year ended
December 31, 2007, the Exhaust Business achieved revenue of
$294.4 million and EBITDA of $19.1 million on a pro-forma basis,
excluding certain Delphi

Because of the increasingly stringent environmental requirements,
the company believes that with the right buyer, the Exhaust
Business has strong growth prospects.  The revenue from the
Exhaust Business is comprised of two different value streams: (i)
76% is through a customer-directed purchase process through which
the Delphi Entities obtain catalyst material from a specified
supplier and pass it to the customer, receiving a handling fee
but not otherwise adding value to the product and (ii) 24% is
generated from sale of product to which Delphi has added content,
thereby increasing its value.

Nearly two-thirds of the Exhaust Business sales are to GM and its
affiliates, virtually all of which is sold outside of the U.S.
In addition to its customer relationship with GM, the Exhaust
Business has customer relationships with many other leading
original equipment manufacturers, including AvtoVAZ, Brilliance,
Ford, and Renault.

                Marketing Efforts Began in June

Delphi has actively marketed the Exhaust Business since June
2008.  As part of this process, the Company contacted more than
200 potential global buyers, distributed over 50 confidential
information memorandums, and provided a number of parties with
additional information about the Exhaust Business.

In their business judgment the Delphi Entities concluded that the
proposal from Bienes Turgon offered the most advantageous terms
and the greatest economic benefit.  This decision was based in
part on the Delphi Entities' ability to maximize the value of the
business line as a going concern and their belief that Bienes
Turgon would continue to provide quality products to the
Company's customers, many of whom buy other products from Delphi.
The Buyer is a well-established private investment company based
in Mexico.  Among its portfolio companies, the Buyer is currently
partnered with a non-debtor affiliate of Delphi in the Katcon
joint venture, a manufacturer of catalytic converters (the 40%
non-Debtor ownership interest of which is being sold pursuant to
the Agreement).  Importantly, Bienes Turgon has enough available
cash to close the transaction and has required no financing
conditions in the Agreement.

                       Bidding Procedures

The Sale of the Exhaust Business would be subject to higher or
otherwise better offers.

The Debtors propose a December 8, 2008 at 11 a.m. (prevailing
Eastern time) deadline to submit bids for the Exhaust Business.
In light of the short timeframe, the Debtors are commencing the
process of contacting potential bidders and will open the virtual
data room to such parties even prior to Nov. 24 hearing.

Bids must at least have a value equal to the purchase price plus
the amount of the Break-Up Fee, plus $650,000 (approximately
$18,160,000).

If the Selling Debtor Entities receive at least one "qualified
bid" in addition to that of the Bienes Turgon, they would conduct
an auction on December 11, 2008.

Delphi will seek approval of the sale to Bienes Turgon or to the
winning bidder on December 17, 2008 at 10:00 a.m.  Objections are
due December 10, 2008 at 4:00 p.m.

                      About Delphi Corp.

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

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

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


DELPHI CORP: To Seek 6-Month Extension of $4.35-Bil. DIP Loan
-------------------------------------------------------------
Delphi Corporation said in a regulatory filing two weeks ago that
it is seeking to amend and extend until the earlier of June 30,
2009, or the effective date of its reorganization plan, its
existing debtor-in-possession credit facility.

The Debtors have filed with the U.S. Bankruptcy Court for the
Southern District of New York a motion seeking authority to
continue their use of the proceeds from their DIP Facility through
June 30, 2009 by entering into an accommodation agreement with
JPMorgan Chase Bank, N.A., as administrative agent, and certain
lenders.

A full-text copy of the Accommodation Agreement also signed by,
among others, Bank of America, N.A., General Electric Capital
Corporation and Wachovia Capital Finance Corporation, as lender
parties, is available for free at:

     http://bankrupt.com/misc/Delphi_DIP_AccomDeals.pdf

The Court will convene a hearing to consider the Debtors'
proposal on November 24, 2008 at 10:00 a.m.  Objections are due
November 20, 2008 at 4:00 p.m.

To recall, the Debtors' $4,350,000,000 DIP facility comprises:

    Tranche        Facility
    -------        --------
       A           $1,100,000,000 first priority revolving
                   Credit facility

       B           $500,000,000 first priority term loan

       C           Approximately $2,750,000,000 second priority
                   term loan.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in Chicago, Illinois, relates that the Accommodation
Agreement reflects the support of JPMorgan and the anticipated
support of the requisite lenders for the Debtors' turnaround
efforts, despite the current economic downturn and the
unprecedented turmoil in the capital markets.  The Accommodation
Agreement implements provisions of the DIP Facility previously
negotiated by the Debtors to be used in the event that extension
of the DIP Facility was not practical, available, or desirable.

The Debtors believe that it is necessary and appropriate to enter
into the Accommodation Agreement and pay the fees associated with
the agreement to preserve their liquidity while they seek
sufficient emergence capital funding so that they can emerge from
chapter 11 as soon as practicable.

Through the Accommodation Agreement, certain Tranche A Lenders
and Tranche B Lenders would agree to, among other things, allow
the Debtors to continue using the proceeds of the DIP Facility
notwithstanding, among other things, the DIP Facility's maturity
date of December 31, 2008.  The terms of the Second Amended and
Restated DIP Credit Agreement, the Debtors are not required to
seek an accommodation agreement with the Tranche C Lenders.  The
Debtors are nevertheless seeking the Court's approval of certain
incentives for the Tranche C Lenders to participate in the
Accommodation Agreement.

The Debtors are working to emerge from chapter 11 and believe
that they have taken all appropriate steps to facilitate
emergence as quickly as possible in the face of the current
unprecedented turbulence in the credit markets and uncertainty in
the automobile industry.  The Debtors nonetheless believe that it
is prudent to take steps at this time to preserve liquidity
because they do not anticipate emerging from chapter 11 prior to
the current Maturity Date on December 31, 2008.

The Debtors do not believe that all of the DIP Lenders would
agree to a further extension of the Maturity Date on terms that
would be reasonably acceptable to the Debtors and their other
stakeholders.  "Indeed, it is unclear whether certain DIP Lenders
would grant a further six-month maturity extension under any
conditions," Mr. Butler avers.

The Debtors have negotiated an agreement whereby JPMorgan and the
requisite Tranche A Lenders and Tranche B Lenders as set forth in
the Second Amended and Restated DIP Credit Agreement would agree
to, among other things, accommodate the Debtors by allowing the
Debtors to continue use the proceeds of the DIP Facility, to the
extent already drawn by the Maturity Date, notwithstanding the
passing of the Maturity Date of December 31, 2008).

Mr. Butler contends that entry into the Accommodation Agreement
is necessary to enable the Debtors to operate with sufficient and
uninterrupted liquidity to continue to work towards emergence
while the capital markets stabilize.  Further, the protections
and incentives that the Accommodation Agreement should provide
substantial assurance to the Debtors' stakeholders and should
help facilitate the Debtors' efforts to satisfy their emergence
capital funding needs as contemplated under the Modified Plan.

                  The Accommodation Agreement

To extend the Maturity Date of the DIP Facility, the Debtors are
required to obtain the unanimous consent of the DIP Lenders.
Thus, to protect the Debtors and their stakeholders, the Debtors
negotiated an accommodation agreement that will allow them to
preserve liquidity under the DIP Facility without the unanimous
consent of all of the DIP Lenders.

The term of the Accommodation Agreement would be from January 1,
2009 through and including June 30, 2009, unless certain
milestones are not satisfied.  Specifically, the Accommodation
Period may be shortened to May 5, 2009 if the Debtors have not
met one of the following conditions.  The Debtors must either

  (a) have received binding commitments, subject to customary
      conditions, on or prior to February 27, 2009, for debt and
      equity financing sufficient for them to emerge from
      chapter 11 pursuant to the Modified Plan or any other plan
      of reorganization that provides the DIP Lenders with the
      same treatment as that set forth in the Modified Plan or

  (b) have (i) filed, on or prior to February 27, 2009,
      modifications to the Modified Plan or any other plan of
      reorganization with respect to which the Agent does not
      submit a notice, within 10 business days of such filing,
      informing the Debtors that the Required Lenders
      affirmatively oppose such modifications or plan of
      reorganization, and (ii) on or prior to March 31, 2009,
      the Debtors must have obtained entry of this Court's order
      approving modifications to the disclosure statement with
      respect to the Modified Plan, as may have been further
      modified, or such other plan of reorganization.

The Accommodation Agreement provides, as a precondition to its
effectiveness, that GM waive its setoff rights and related
adequate protection liens with respect to GM's prepetition claims
granted by the current DIP Refinancing Order

The terms of the Accommodation Agreement are:

  Accommodation    The Participating Lenders agree to forbear
                   from exercising certain remedies (including
                   with respect to Hedging Agreements subject to
                   certain conditions) that arise from any
                   Specified Default

  Interest Rate
       On
  Drawn Amounts    From the effective date of the Accommodation
                   Agreement through the Maturity Date, these
                   interest rates apply to amounts drawn under
                   the DIP Facility:

                    -- Tranche A Borrowings: Increased from
                           L+400 to L+600
                    -- Tranche B Borrowings: Increased from
                           L+400 to L+600
                    -- Tranche C Borrowings: Increased from
                       L+525 to L+725

                    After the Maturity Date, default interest
                    rates apply, increasing otherwise currently-
                    existing applicable interest rates by 200
                    basis points

  Pledge Of
  Foreign Stock     Pledge of 100% equity interests in first-
                    tier Foreign Subsidiaries.  Under the Second
                    Amended and Restated DIP Credit Agreement,
                    pledges of equity in first-tier Foreign
                    Subsidiaries were capped at 65%.

  Fees              The Debtors would pay Participating Lenders
                    an accommodation fee in consideration for
                    entering into the Accommodation Agreement.
                    Specifically, those Participating Lenders
                    that submit a consent to the Accommodation
                    Agreement by November 14, 2008 would receive
                    an Accommodation Fee equal to 200 basis
                    points of such Participating Lender's loan.
                    Other fee provisions would be contained in a
                    separate fee letter, which the parties have
                    agreed will be kept confidential.

  Covenants         Include a Minimum Global EBITDAR for Delphi,
                    Minimum Borrower Liquidity Availability of
                    $100 million, and Mandatory prepayment for
                    Borrowing Base insufficiency.

                      About Delphi Corp.

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

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

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


DOWNSTREAM DEVELOPMENT: Moody's Junks Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service lowered the Downstream Development
Authority's corporate family rating, probability of default rating
and senior notes rating to Caa1 from B3.  The outlook is negative.
The rating action is based on the expectation of weak fixed charge
coverage after one year of operations, considering the challenging
economic conditions.

Absent strong demographics within a 50-mile radius, the Downstream
Casino Resort is likely to suffer weaker visitation and spending
than initially expected due to recessionary conditions.  In
Moody's opinion, EBITDA might not fully cover the fixed charges
consisting of interest, equipment loan amortization, maintenance
capex and tribal distributions in the next twelve months.
Additionally, total debt/EBITDA could be near 6 times after one
year of operations, a higher level than originally expected.  On a
more positive note, an interest reserve covers the next semi-
annual April 15, 2009 interest payment related to the $197 million
12% senior notes.  Still, the liquidity cushion for the payment of
the Oct. 15, 2009 senior note interest might be relatively tight.
Moody's assigned a B3 corporate family rating to the Authority on
July 13, 2007.

These ratings have been downgraded to Caa1 from B3:

  - Corporate Family Rating

  - Probability of Default Rating

  - Senior Note Rating (LGD assessment revised to LGD3/47% from
    LGD4/50%)

The Downstream Development Authority is a wholly owned
unincorporated instrumentality of the Quapaw Tribe of Oklahoma, a
federally-recognized Native American tribe with approximately
3,400 enrolled members.  The Authority operates the Downstream
Casino Resort, a destination casino resort located at the spot
where Kansas, Missouri and Oklahoma meet.


ENOSH DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Enosh Development, LLC
        17114 York Road
        Parkton, MD 21120

Bankruptcy Case No.: 08-24801

Chapter 11 Petition Date: November 11, 2008

Court: District of Maryland (Baltimore)

Debtor's Counsel: Michael G. Rinn, Esq.
                  rinnoffice@rinn-law.com
                  Law Offices of Michael G. Rinn
                  111 Warren Rd., Ste. 4
                  Cockeysville, MD 21030-2429
                  Tel: (410) 683-1040
                  Fax: (410) 683-1044

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

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

The Debtor doesn't have any creditor who is an insider.

The petition was signed by Geraldine Forti, Managing Member of
Geraldine Forti firm.


ENTERCOM COMMUNICATIONS: Narrow Margins Cue S&P's Rating Cut to B+
------------------------------------------------------------------
Standard & Poor's Rating Services lowered its long-term corporate
credit rating on Bala Cynwyd, Pennsylvannia-based radio
broadcaster Entercom Communications Inc. to 'B+' from 'BB-'.  The
rating outlook is stable.

At the same time, Standard & Poor's lowered its issue-level rating
on Entercom Radio LLC's $150 million 7.625% notes due 2014, to
'B-' (two notches lower than the corporate credit rating on
Entercom Communications Inc.), from 'B'.  The '6' recovery rating
remains unchanged, indicating S&P's expectation of negligible
(0%-10%) recovery in the event of a payment default.

"The downgrade reflects the company's narrow margin of covenant
compliance and S&P's concern that despite cost cutting initiatives
and Entercom's recent termination of its dividend, currently weak
advertising demand will continue to pressure earnings and cash
flow over the intermediate term," said Standard & Poor's credit
analyst Michael Altberg.

As of Sept. 30, 2008, leverage per lenders was 5.3x versus a 6.0x
net leverage covenant, which has no scheduled stepdowns.  The
company currently has roughly a 12% cushion against EBITDA
declines.  The leverage covenant allows excess cash more than
$3 million and up to $25 million to be netted against gross debt.
Although S&P expects the company will continue to generate healthy
discretionary cash flow in 2009, which can be used for debt
repayment and to replenish cash balances, S&P expects its current
margin of covenant compliance could narrow further under adverse
business conditions.

Entercom is the fourth-largest radio broadcaster in the U.S. based
on revenue.  The company has grown by acquiring radio stations in
large markets, which are typically more cash generative, due to
their lower ratio of capital spending needs to revenue, than
smaller market stations.  The majority of the company's radio
station clusters are ranked No. 1 or No. 2 in their markets,
providing the company a greater share of market revenue
opportunities and overhead efficiencies.

The stable outlook reflects S&P's expectation that the company
will continue to generate healthy discretionary cash flow and
reduce debt balances over the near term.  S&P could revise the
outlook to negative if credit metrics deteriorate to the point
that Entercom risks violating its net leverage covenant.  More
specifically, S&P expects that a roughly 10% decline in trailing-
12-month EBITDA, in the absence of additional debt reduction or
meaningful rise in cash balances, could lead to a negative
outlook.  At this point, S&P would expects the company to
articulate a plan to reduce leverage or to seek covenant relief.
The company currently has adequate interest coverage metrics, and
S&P believe the rating could withstand a moderate increase in
interest rates that could accompany a potential amendment, barring
meaningful further EBITDA deterioration.  Conversely, an outlook
revision to positive, which S&P views as unlikely over the
intermediate term, would require the company to reduce adjusted
leverage to about 5.5x and re-establish adequate headroom against
covenants.


EVEREST ENTERPRISES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Everest Enterprises, Inc.
        P. O. Box 4438
        Wichita Falls, TX 76308

Bankruptcy Case No.: 08-70472

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Texas (Wichita Falls)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Monte J. White, Esq.
                  Monte J. White & Associates, P.C.
                  1106 Brook Avenue
                  Wichita Falls, TX 76301
                  Tel: (940) 723-0099
                  Fax: (940) 723-0096
                  E-mail: legal@montejwhite.com

Estimated Assets: $0 to $50,000

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

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


FEDERAL-MOGUL: Releases Status Report of Chapter 11 Cases
---------------------------------------------------------
At the directive of Judge Judith Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware, Federal-Mogul Corp. and its
debtor-affiliates delivered to the Court on Nov. 6, 2008, a
status report of their Chapter 11 cases.

As a result of the Debtors' Fourth Amended Joint Plan of
Reorganization, which became effective on Dec. 27, 2007, and
the U.S. Bankruptcy for the District of Delaware's ruling on the
Plan A Settlement, most matters in the Debtors' Chapter 11 cases
have been resolved, says James E. O'Neill, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware.

The only matters presently open before the Bankruptcy Court and
the U.S. District Court for the District of Delaware, according
to Mr. O'Neill, are:

  (1) two adversary proceedings;

  (2) four outstanding claims objections, as well as various
      unresolved unsecured claims and administrative expense
      claims that are not presently the subject of an objection;

  (3) an appeal pending before the District Court concerning
      certain insurance assignment and preemption issues, which
      appeal is scheduled for a hearing on November 12, 2008,
      before the District Court; and

  (4) certain causes of action belonging to the Debtors'
      bankruptcy estates that are not yet the subject of pending
      actions.

The two adversary proceedings that remain open:

  * Federal-Mogul Corporation, et al., v. Bobby Whitley, et al.,
    Case No. 05-30785, commenced December 28, 2005; and

  * Federal-Mogul Asbestos Personal Injury Trust v. Larry Joe
    Floyd, et al., Case No. 08-50569, commenced April 14, 2008.

In the Bobby Whitley action, Federal-Mogul seeks declaratory and
injunctive relief under Sections 362 and 105 of the Bankruptcy
Code enjoining certain individual asbestos personal injury
claimants from pursuing certain PI Claims against Cooper
Industries, Ltd., Cooper Industries, LLC, PCT International
Holdings, Inc., and Pneumo Abex Corporation, together with
certain of their affiliates.  The adversary proceeding is the
subject of a motion to dismiss filed on Oct. 10, 2008, which
has been noticed for the Nov. 24, 2007, omnibus hearing, and
has an objection deadline of Nov. 7, 2008.  As of Nov. 11, no
objection has been filed.

In the Larry Joe Floyd action, the PI Trust sought declaratory
and injunctive relief under Sections 362 and 105 enjoining
certain individual PI Claimants from Cooper Ltd., Cooper LLC,
PCT, Pneumo Abex and their affiliates.  The Bankruptcy Court
denied the preliminary injunction sought by the PI Trust.  The
Debtors, Mr. O'Neil relates, have contacted counsel for the PI
Trust to advise them that the action remains pending and should
be closed or otherwise resolved.

The Debtors have four objections to claims on file with the
Bankruptcy Court that have not been resolved:

  * The Debtors' objection to the amended proofs of claim filed
    by PepsiAmericas, Inc., is awaiting adjudication by the
    Bankruptcy Court.  The Debtors submitted a motion for
    summary judgment with respect to PepsiAmericas' claims on
    March 28, 2007.  Following extensive briefing, the Court
    head oral argument on the Debtors' motion on June 7, 2007.
    On July 24, 2008, at the Bankruptcy Court's request, counsel
    for the Debtors filed with the Bankruptcy Court a notice of
    completion of briefing with respect to the matter.

  * The Debtors have three ongoing objections to unsecured
    claims asserted by American International Group, Inc.
    Attempts to resolve those objections are ongoing, and the
    Debtors have continued those objections while those efforts
    are pursued.

Moreover, the Debtors are continuing to evaluate and resolve the
remaining 130 outstanding prepetition and administrative claims
against their estates.  The Debtors are presently required to
submit objections to all unresolved prepetition and
administrative expense claims on or before Dec. 27, 2008.

Given the ongoing efforts to resolve many of the claims
consensually, Mr. O'Neill says the Debtors anticipate requesting
from the Bankruptcy Court an extension of the Dec. 27, 2008,
Claims Objection Deadlines.

Presently, the Debtors have filed a stipulation with Richard
Snell, FMC's former president and chief executive officer, which
resolves $7,700,000 in claims asserted against the Debtors.  The
Debtors anticipate filing with the Bankruptcy Court additional
stipulations or other pleadings resolving other claims against
their estates in the near term, Mr. O'Neil says.

On March 20, 2008, the Bankruptcy Court issued a Memorandum
Opinion and Order concerning certain insurance-related assignment
and preemption issues.  That order was appealed by certain
insurance companies to the District Court.  The Debtors believe
that briefing on that appeal in the District Court has been
completed, and the District Court has scheduled oral argument on
the appeal for November 12, 2008.  The Debtors believe this is
the only matter outstanding on appeal in their chapter 11 cases.

Mr. O'Neill relates that the Debtors are continuing to evaluate
and resolve consensually certain causes of action belonging to
their estates.  FMC has entered into a settlement agreement with
L. Tersigni Consulting CPA, P.C., relating to Tersigni's services
as financial advisor to the Official Committee of Asbestos
Claimants.  The Debtors intend to file a request seeking the
Bankruptcy Court's approval of the settlement no later than
November 10, 2008, so that the settlement may be noticed for the
December 15, 2008, omnibus hearing.

With the exception of the Tersigni settlement, the Debtors do not
anticipate presenting to the Court any settlements of causes of
action belonging to their estates in the near future, Mr. O'Neill
says.

A full-text copy of the Nov. 2008 Status Report is available for
free at http://ResearchArchives.com/t/s?34eb

                 About Federal-Mogul Corporation

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
November 14.  Federal-Mogul emerged from chapter 11 on Dec. 27,
2007.

(Federal-Mogul Bankruptcy News, Issue No. 175; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FIRST NATIONAL: Moody's Rates Class D Notes at 'Ba2'
----------------------------------------------------
Moody's Investors Service assigned ratings to three classes of
First National Master Note Trust, VFN Series 2008-3 asset-backed
notes.  The notes are backed by a certificate interest issued by
First Bankcard Master Credit Card Trust to the issuer, which in
turn is backed by a pool of receivables generated by First
National Bank of Omaha Visa and MasterCard credit card accounts.

The complete rating action is:

Issuer: First National Master Note Trust

  -- Up to $44,000,000 Class B Asset Backed Notes, VFN Series
     2008-3, rated A2

  -- Up to $42,625,000 Class C Asset Backed Notes, VFN Series
     2008-3, rated Baa2

  -- Up to $11,000,000 Class D Asset Backed Notes, VFN Series
     2008-3, rated Ba2

The ratings are based on the quality of the trust assets, the
transaction's legal and structural protections, including early
amortization triggers and credit enhancement in the form of
subordination and, in the case of the Class C and Class D notes,
an excess spread account, and the expertise of FNBO as originator
of the accounts and servicer of the receivables.

FNBO is one of the first institutions to enter the credit card
market, having issued its first credit cards in 1953.  FNBO has a
long-term bank deposit rating of A3, a short-term deposit rating
of P-2, and a bank financial strength rating of C.


FIRST UNION: S&P Downgrades Ratings on Four Classes of Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
First Union National Bank Commercial Mortgage Trust's series 2002-
C1.  At the same time, S&P affirmed S&P's ratings on 12 other
classes from this series.

The lowered ratings reflect the anticipated losses and credit
support erosion upon the eventual resolution of one asset and one
loan with the special servicer, CWCapital Asset Management.  S&P
downgraded the class N certificate to 'D' due to recurring
interest shortfalls.  The downgrades also reflect credit concerns
regarding three of the six loans in the pool that have reported
debt service coverage of less than 1.0x.

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

The asset and loan ($5.6 million, 0.9%) with the special servicer
are:

  -- The Amaretto at North Tampa asset has a total exposure of
     $3.7 million (0.6%) and is secured by a 96-unit multifamily
     property in Tampa.  The asset was transferred to CWCapital on
     Oct. 18, 2007, and is classified as real estate owned.  There
     is significant deferred maintenance associated with the
     property, which is currently being addressed.  Occupancy was
     78% as of October 2008.  A $1.8 million appraisal reduction
     amount is in effect for this asset.  Standard & Poor's
     expects that the resolution of the asset will result in a
     significant loss.

  -- The Western Heights loan has a total exposure of $1.9 million
      (0.3%) and is secured by a 100-unit multifamily property in
     Detroit.  The loan was transferred to CWCapital on March 5,
     2008, due to payment default.  The loan is 90-plus-days
     delinquent, and CWCapital expects it to become REO by the end
     of the year.  In addition, there is deferred maintenance
     associated with the property.  Occupancy was approximately
     60% as of October 2008, and it will decline further as the
     receiver continues evicting tenants that are not currently
     paying rent.  An $857,562 ARA in effect for this loan.
     Standard & Poor's expects that the resolution of the loan
     will result in a significant loss.

Excluding the Amaretto at North Tampa asset and the Western
Heights loan, which are with the special servicer, there are six
loans in the pool ($36.4 million, 5.9%) that have reported DSCs of
less than 1.0x.  The loans are secured by multifamily, industrial,
and retail properties and have an average balance of $6.1 million.
These loans have seen an average decline in DSC of 61% since
issuance.  Three of the six loans are credit concerns. Two of the
properties (1.3%) securing loans that are credit concerns
experienced declining occupancies.  One loan, Rittenhouse 222
Apartments (2.2%), is the largest loan on the watchlist.  The
remaining three loans are not currently credit concerns because
occupancies at these properties have rebounded from declines that
resulted from the loss of major tenants.

As of the Nov. 12, 2008, remittance report, the collateral pool
consisted of 94 loans with an aggregate trust balance of
$613.3 million, compared with 106 loans totaling $728.3 million at
issuance.  The master servicer, Wachovia Bank N.A., reported
financial information for 98% of the pool, excluding defeased
loans ($247.5 million, 40%).  Ninety-three percent of the
servicer-provided information was full-year 2007 data.  Standard &
Poor's calculated a weighted average DSC of 1.46x for the pool, up
from 1.35x at issuance.  As discussed above, there is one REO
asset and one delinquent loan with the special servicer.  The
trust has experienced seven losses totaling $13.6 million to date.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $168.8 million (27.5%) and a weighted
average DSC of 1.55x, up from 1.35x at issuance.  Standard &
Poor's reviewed the property inspections provided by the master
servicer for the properties underlying the top 10 exposures.  All
of the assets were characterized as either "good" or "excellent."

Wachovia reported a watchlist of 10 loans ($55.2 million, 9.0%).
The Rittenhouse 222 Apartments loan ($13.3 million, 2% of pool) is
the largest loan on the watchlist and the sixth-largest exposure
in the pool.  The loan is secured by a 95-unit multifamily
property in the Center City submarket of Philadelphia.  The
property, built in 1925, is in the beginning stages of being
repositioned from corporate rentals to a luxury residential
building.  The loan appears on the watchlist because of a decline
in occupancy due to the change in use and renovations.  As of the
October 2008 rent roll, the property was 71% occupied.  The DSC as
of year-end 2007 was 1.14x but has dropped below 1.0x due to the
repositioning.

Standard & Poor's identified two collateral properties
($9.5 million, 1.5%) in areas affected by Hurricane Ike.  These
loans do not appear on the watchlist. One property, U-Haul Center
Alief ($1.3 million allocated balance, 0.2% of the pool balance),
experienced minor damage that has already been repaired.  In
addition the property that secures the Belaire Atrium I & II loan
($8.2 million, 1.3%) sustained major damage, totaling
approximately $1 million.  Property and business interruption
insurance is available for both loans.

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

                        Ratings Lowered

     First Union National Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2002-C1

                     Rating
                     ------
          Class    To      From       Credit enhancement
          -----    --      ----       ------------------
          K        BB      BB+                   3.07%
          L        B       B+                    2.20%
          M        CCC-    CCC+                  1.03%
          N        D       CCC-                  0.44%

                       Ratings Affirmed

      First Union National Bank Commercial Mortgage Trust
  Commercial mortgage pass-through certificates series 2002-C1

         Class    Rating            Credit enhancement
         -----    ------            ------------------
         A-1      AAA                         24.56%
         A-2      AAA                         24.56%
         B        AAA                         20.32%
         C        AAA                         15.06%
         D        AA+                         13.60%
         E        AA                          12.28%
         F        AA-                         10.23%
         G        A-                           8.63%
         H        BBB+                         6.29%
         J        BBB-                         3.95%
         IO-I     AAA                           N/A
         IO-II    AAA                           N/A

                  N/A - Not applicable.


FLAGSTAR BANK: Moody's Downgrades Deposit Ratings to 'Ba1'
----------------------------------------------------------
Moody's Investors Service downgraded the long- and short-tem
deposit ratings of Flagstar Bank, FSB to Ba1/Not-Prime from
Baa3/Prime-3, and placed the long-term deposit and bank financial
strength (D+) ratings under review for possible downgrade.  The
holding company, Flagstar Bancorp, Inc., is unrated.

The downgrade reflects the ongoing deterioration in Flagstar's
residential mortgage and commercial real estate portfolios and the
resultant increase in Moody's expectations of credit costs related
to these portfolios.  In Moody's view, these credit costs, which
have the potential to negatively impact Flagstar's earnings for
some time, could significantly weaken the thrift's regulatory
capital position.  Additionally, Moody's noted that Flagstar's
reliance on high cost CDs and Federal Home Loan Bank advances
leaves it vulnerable to rising funding costs that could further
hamper earnings and capital formation.

During its review Moody's will focus on Flagstar's options for
strengthening its capital base.  Flagstar has indicated that it is
considering participation in the U.S. Treasury's Capital Purchase
Program.  If Flagstar is approved to participate in the program,
Moody's expects the ratings to remain at their current levels
following action.  If Flagstar is unsuccessful in obtaining a
capital injection from the U.S. Treasury, Moody's will consider
the thrift's other options for raising capital, which Moody's
believes are limited due to Flagstar's recent performance and the
ongoing deterioration in the credit markets.

Downgrades:

Issuer: Flagstar Bank, FSB

  -- Issuer Rating, Downgraded to Ba1 from Baa3
  -- OSO Rating, Downgraded to NP from P-3
  -- Deposit Rating, Downgraded to NP from P-3
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba1 from Baa3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba1 from Baa3

On Review for Possible Downgrade:

Issuer: Flagstar Bank, FSB

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently D+

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently Ba1

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Downgrade, currently Ba1

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently Ba1

Outlook Actions:

Issuer: Flagstar Bank, FSB

  -- Outlook, Changed To Rating Under Review From Negative

Flagstar Bancorp, Inc., headquartered in Troy, Michigan, reported
total assets of $14.2 billion at Sept. 30, 2008.


FORD CREDIT: Fitch Affirms 'BB' Rating on Class D Notes
-------------------------------------------------------
Fitch Ratings upgrades three classes and affirms 14 classes of two
Ford Credit Auto Owner Trusts as part of its on going surveillance
process.

The rating actions are:

2006-C

  -- Class A-2a notes affirmed at 'AAA';
  -- Class A-2b notes affirmed at 'AAA';
  -- Class A-3 notes affirmed at 'AAA';
  -- Class A-4a notes affirmed at 'AAA';
  -- Class A-4b notes affirmed at 'AAA';
  -- Class B notes upgraded to 'AA' from 'A';
  -- Class C notes upgraded to 'A' from 'BBB+';
  -- Class D notes upgraded to 'BBB' from 'BB+'.

2007-B

  -- Class A-2a notes affirmed at 'AAA';
  -- Class A-2b notes affirmed at 'AAA';
  -- Class A-3a notes affirmed at 'AAA';
  -- Class A-3b notes affirmed at 'AAA';
  -- Class A-4a notes affirmed at 'AAA';
  -- Class A-4b notes affirmed at 'AAA';
  -- Class B notes affirmed at 'A';
  -- Class C notes affirmed at 'BBB';
  -- Class D notes affirmed at 'BB'.

The upgrades are a result of continued available credit
enhancement in excess of stressed remaining losses.  The
collateral continues to perform within Fitch's base case
expectations.  Currently, under the credit enhancement structure,
the securities can withstand stress scenarios consistent with the
upgraded rating categories and still make full payments of
interest and principal in accordance with the terms of the
documents.

As before, the ratings reflect the quality of Ford Motor Credit
Co.'s retail auto loan originations, the sound financial and legal
structure of the transactions, and servicing provided by FMCC.


FORD MOTOR: PBGC Wants More Information on Retirement Plans
-----------------------------------------------------------
Cary O'Reilly at Bloomberg News reports that the Pension Benefit
Guaranty Corp. spokesperson Gary Pastorius said that the agency
wants detailed data on the retirement plans of Ford Motor Co.,
Chrysler LLC, and General Motors Corp., in case it becomes
responsible for the plans.

According to Bloomberg News, Mr. Pastorius said in a telephone
interview on Monday, "This is pretty much routine" for financially
troubled companies with thousands of workers.  "We want to be sure
we have the latest information," Mr. Pastorius added.

Bloomberg relates that GM said on Nov. 7 that it may run short of
operating cash by year-end unless the auto market improves or it
adds capital and the company, along with Ford and Chrysler, and
the Congress is debating a request by the company, Ford Motor, and
Chrysler for $25 billion in bridge loans.

The PBGC, Bloomberg reports, said in February that it had an
accumulated deficit of $14 billion due to an increase in corporate
bankruptcies, and declining premium payments as more companies
shift from traditional defined-benefit programs to uninsured
plans.

                  About Ford Motor Co.

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

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

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 11,
2008, Moody's Investors Service lowered the debt ratings of
Ford Motor Company, Corporate Family and Probability of
Default Ratings to Caa1 from B3.  The company's Speculative
Grade Liquidity rating remains at SGL-3 and the rating outlook
is negative.  In a related action Moody's also lowered the
long-term rating of Ford Motor Credit Company to B3 from B2.
The outlook for Ford Credit is negative.

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


FREDDIE MAC: Moody's Says Ratings Unaffected by $25.3-BB Net Loss
------------------------------------------------------------------
Moody's Investors Service affirmed all ratings of the Federal Home
Loan Mortgage Corporation, including its Aaa senior long-term
debt, Prime-1 short-term debt, Aa2 subordinated debt, Ca preferred
stock and E+ Bank Financial Strength Ratings.  All ratings have a
stable outlook.

Moody's rating affirmation follows Freddie Mac's announcement of a
$25.3 billion net loss for the third quarter of 2008.  The
company's net loss was driven by a $14.1 billion valuation
allowance established for its deferred tax asset, $12.7 billion of
mark-to-market losses primarily on mortgage securities, as well as
$6.0 billion of credit-related expenses.  Freddie Mac's net worth
was a negative $13.7 billion as of the quarter ended Sept. 30,
2008 and the company announced that the Federal Housing Finance
Agency has requested $13.8 billion in funding from the U.S.
Treasury under the previously approved $100 billion Senior
Preferred Stock Purchase Agreement.  Freddie Mac's draw represents
a substantial amount of the SPSPA and Moody's will continue to
evaluate the sufficiency of the $100 billion SPSPA commitment to
cover the company's capital needs.

Moody's Aaa senior long-term, Prime-1 short-term and Aa2
subordinated ratings of Freddie Mac's debt reflect Moody's view of
the very high degree of systemic support enjoyed by the company.
This assumed level of systemic support is based upon the company's
central role in mortgage finance in the United States, as well as
the importance of housing within the U.S. economy.

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

However, in October 2008, the FHFA, Freddie Mac's regulator,
suspended the company's capital classifications during
conservatorship.  This action effectively eliminated the
triggering event for subordinated debt interest deferral.  Moody's
affirmation of the Aa2 subordinated debt rating with a stable
outlook reflects the rating agency's view that under the
circumstances deferral is highly unlikely.

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


GENERAL GROWTH: Strained Liquidity Cues Moody's to Junk Ratings
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on General
Growth Properties, Inc., certain of its subsidiaries and The Rouse
Company LP (to Caa2 from B3 senior secured bank debt; to Caa2 from
B3 senior unsecured debt).  The ratings remain on review for
further possible downgrade.  The rating action reflects deepening
concerns in the REIT's ability to meet its near term debt
obligations and funding needs.

General Growth's severely strained liquidity position coupled with
earnings pressure due to distressed and weakening retail economic
conditions, along with a difficult capital market environment are
also contributing factors to the rating.  Fast approaching
maturities for the REIT include $900 million of property secured
debt that matures on November 28 and $600 million in unsecured
Rouse bonds due within six months.  The earnings pressures have
eroded General Growth's credit metrics and the cushion for both
the secured debt and interest coverage covenants for the Rouse
debt.

The REIT has been exploring several alternatives to meet their
urgent capital needs, including, but not limited to, working on
extending the maturity date of their mortgage loans due at the end
of this month and also marketing for sale their premier Las Vegas
malls.  The outcome is still uncertain.

Moody's review will continue to focus on the REIT's ability to
manage through its substantial funding needs in the near term, as
well as its ultimate capital structure, asset composition, and
earnings strength and stability.  The Caa2 rating reflects the
company's liquidity position and current credit metrics.  A
further downgrade would likely reflect any refinancing missteps,
any weakening of current credit metrics and an acute reversal in
earnings strength or stability, or a breach in bond covenants.  A
return to a stable outlook would be contingent upon the REIT's
ability to successfully refinance or extend on a long term basis
(for at least 2 years) its near term debt maturities, maintain
good operating performance at its retail centers, preserve current
credit metrics on a consolidated basis, and compliance with bond
covenants.

These ratings were downgraded and continue to be under review down
for possible downgrade:

  -- GGP Limited Partnership - Senior secured bank debt to Caa2
     from B3, and senior unsecured debt shelf to (P)Caa2 from
     (P)B3.

  -- General Growth Properties, Inc. - Senior secured bank debt to
     Caa2 from B3, and preferred stock shelf to (P)Ca from
     (P)Caa2.

The Rouse Company LP - Senior unsecured debt to Caa2 from B3.
General Growth Properties, Inc. is headquartered in Chicago,
Illinois, and is one of the largest owners and operators of
regional malls in the United States.  The REIT reported assets of
$29.7 billion, and equity of $1.8 billion, at Sept. 30, 2008.


GENERAL MOTORS: Approval of Bailout for Automakers Uncertain
------------------------------------------------------------
Josh Mitchell at WSJ reports that approval of the U.S. Senate
Democrats' bill for a financial aid to auto makers remained
uncertain.  As reported by the Troubled Company Reporter, the bill
will be introduced by Senate Majority Leader Harry Reid and would
provide about $25 billion in low-cost loans to GM, Ford Motor Co.,
and Chrysler LLC.  The report says that the bill calls for the
money to come from the government's $700 billion rescue fund for
financial institutions.

WSJ relates that the Bush administration and some Republicans have
opposed using money from the $700 billion bailout fund on auto
makers, because it was meant for banking institutions.

According to WSJ, the administration and congressional Republicans
insist that the financial aid for automakers be taken from $25
billion loan program approved by Congress in September to help the
industry develop more fuel-efficient vehicles.

Josh Mitchell at Dow Jones states that Senate Minority Whip Jon
Kyl, criticized the bailout plan for automakers, while Democratic
leaders on Capitol Hill called a session to consider a second
economic-stimulus package and whether to rush $25 billion in
emergency loans to the automakers.

Deborah Solomon at WSJ relates that Treasury Secretary Henry
Paulson is unlikely to use the remaining $410 billion of the $700
billion rescue fund to launch any substantial new programs.
According to the report, he prefers to keep some money in reserve
and preserve flexibility for the incoming Obama administration.
Mr. Paulson said that he doesn't plan to tap it unless a need
arises, says the report.

According to Bloomberg News, senators from southern states with
factories owned by Asian and European car manufacturers oppose a
bailout of U.S. automakers, saying the industry can thrive without
the Big 3.

"We have a number of profitable automakers in America, and they
shouldn't be disadvantaged for making wise business decisions
while failure is rewarded," Republican Senator James DeMint of
South Carolina said.  Munich-based Bayerische Motoren Werke AG
employs about 4,500 people at a Spartanburg, South Carolina,
assembly plant.

"If the Big Three can't make it with their current structure, they
can protect jobs by reorganizing under bankruptcy protection," Mr.
DeMint said.


                    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: Sells 3% Stake in Suzuki to Raise Cash
------------------------------------------------------
Kenneth Maxwell at The Wall Street Journal reports that General
Motors said on Monday that it sold its remaining 3% stake in
Japan's Suzuki Motor Corp. on the Tokyo stock market for about
$230 million, or $14.03 per share, to raise cash for its
operations.  The report says that the amount matched Monday's
closing price on the Tokyo Stock Exchange, but is almost 5% below
the stock's 25-day moving average, and less than half its high for
the year.

According to WSJ, GM said the move was "based on a mutual
agreement."  Suzuki Motor said that it was mindful of GM's need to
secure funds, WSJ relates.  "This action will have no impact on
our existing bilateral business relationships," GM's CEO Rick
Wagoner said in a statement.

GM and Suzuki Motor said that GM could return as a Suzuki investor
at some point in the future, WSJ states.

WSJ says that GM had owned more than 20% of Suzuki, in which it
took an initial stake in 1981.  GM, says the report, sold a 17%
stake in 2006 to raise cash for restructuring, leaving it with
just 3%.

             Suzuki to Buy Back Shares in Open Market

In connection with GM's plans to sell 16,413,000 Suzuki shares, on
the open market on November 18, Suzuki said today it will utilize
the TSE-sanctioned TosTNET-2 (pre-announcement based, treasury
stock purchasing system) to purchase the equivalent number of
shares to be sold by GM as its treasury stock through the open
market.

Suzuki said they have mutual agreement with GM to continue the
implementation and expansion of the business relationship between
the two carmakers.  Suzuki, in its statement said it has a
constructive business relationship with GM that dates back to
August 1981.  The companies have agreed to be committed to
continue promoting and implementing not only our existing
projects, including development collaboration on advanced
automotive technologies, but also collaboration on entries in new
existing markets.

Rick Wagoner, Chairman and CEO, General Motors Corporation, and
Osamu Suzuki, Chairman and CEO, Suzuki Motor Corporation have
engaged in a dialogue regarding GM's sale of its Suzuki stake.
The sale has been supported and already approved by both GM and
Suzuki boards by today.  They also confirmed to give positive
consideration on a possibility for GM to repurchase Suzuki shares
in the future.

The purchasing price will be the closing price today of
JPY1,363/share.  The total amount is estimated to be
JPY22,370,919,000. The funds required to purchase the stock will
come out of Suzuki's own internal reserve.

"Suzuki and GM have been constantly exchanging frank opinions on
various topics as business partners," said Suzuki. "As GM taking
this particular step to sell the shares it owns as a step toward
strengthening its balance sheet is very understandable, we wanted
to support GM's decision. We confirmed each other in a conference
call with Wagoner-san and me that all individual initiatives will
be pursued as they are today. There will be no impact on Suzuki's
current business plan."

                        About Suzuki

The Brea, Calif.-based Operations of American Suzuki Motor
Corporation (ASMC) was founded in 1963 by parent company Suzuki
Motor Corporation (SMC) and currently markets its vehicles in the
United States through a network of approximately 400 automotive
dealerships and numerous other motorcycle, ATV and marine
distributors in 49 states.  With global headquarters in Hamamatsu,
Japan, SMC is a diversified worldwide automobile, motorcycle, and
outboard motor manufacturer. In 2007, SMC sold more than two
million new cars and trucks and more than three million
motorcycles and ATVs.  Founded in 1909 and incorporated in 1920,
SMC has operations in 193 countries and regions.  For more
information, visit www.media.suzuki.com.

                    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: Snobs PBGC's Request for Info on Pensions
---------------------------------------------------------
Darrell A. Hughes at Dow Jones Newswires reports that the U.S.
Pension Benefit Guaranty Corp. said on Monday that GM hasn't
responded to its request for updated financial information on the
automaker's two pension programs.

PBGC spokesperson Marc Hopkins, according to Dow Jones, said that
the PBGC is looking for a "more accurate" picture of GM's pension
programs stability, so that it can effectively monitor the
financial health of auto makers.

"We are currently aware of the status of the other auto makers,"
Dow Jones quoted Mr. Hopkins as saying.

Dow Jones relates that GM spokesperson Renee Rashid-Merem said
last week that:

     -- the company's pension program for hourly workers is
        underfunded by $500 million,

     -- the company's plan for salaried workers is overfunded,
        and

     -- the company doesn't expect its two pension programs to
        become government liabilities in the short term.

Liabilities from the programs could cause a significant increase
in PBGC's $14 billion deficit once GM collapses and becomes unable
to fund its pensions, Dow Jones states.



                    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: Will Postpone Reimbursement to Dealers
------------------------------------------------------
The Associated Press reports that General Motors Corp. said on
Monday that it will delay reimbursing its dealers for rebates and
other sales incentives by two weeks.

Payments due Nov. 28 will be made on Dec. 11, while those due Dec.
4 will be paid Dec. 18, The AP relates, citing GM spokesperson
John McDonald.  The report says that the normal weekly schedule
will resume after that.   Mr. McDonald said that he assumed that
GM's legal department approved the move as legal, according to the
report.

The AP states that Van Conway -- mergers and acquisitions expert
and partner Conway & MacKenzie ? said that the reimbursement delay
means that GM knows it will run low on cash, and dealers may be
most able to take the hit without hurting the firm.  The report
quoted Mr. Conway as saying, "They must have weekly projections
here that show them bumping on their minimums.  I think they're
scraping the bottom of the barrel here."

                    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.


GENTIVA HEALTH: Moody's Maintains 'Ba3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Gentiva Health
Services, Inc. including the Ba3 Corporate Family Rating and Ba3
rating on the senior secured credit facility.  Moody's also
affirmed the Speculative Grade Liquidity rating of SGL-2.  The
rating outlook remains stable.

The rating affirmation follows Gentiva's sale of 69% of its
CareCentrix business unit for total consideration of approximately
$135 million and subsequent repayment of approximately $80 million
of debt using both the sale proceeds and free cash flow.  Moody's
believes the divestiture improves the company's financial
flexibility and should allow for increased focus on the company's
core home health business.  The affirmation of the SGL-2 reflects
Moody's belief that the company will continue to have good
liquidity over the next twelve months, benefiting from the
CareCentrix sale and free cash flow which allowed the company to
repay amounts outstanding on its revolver and increase its cash
balance.

The Ba3 Corporate Family Rating reflects risks inherent in the
home healthcare business including: high exposure to Medicare and
Medicaid and vulnerability to potential unfavorable regulatory or
reimbursement changes; and challenges hiring and retaining
qualified nurses and therapists, of which there are nationwide
shortages.  The ratings are currently constrained by Moody's
expectation that the company will likely continue to be
acquisitive which could potentially result in increased financial
leverage and/or integration risk.  The Ba3 Corporate Family rating
is supported by Gentiva's position as one of the largest home
healthcare providers in the US, its good geographic diversity
within the US and financial metrics that are generally in-line
with the Current Rating.

Ratings Affirmed; LGD point estimates revised

  ? $96.5 million Senior Secured Revolver, due 2012, rated Ba3,
    LGD3, 32% (from Ba3, LGD3, 34%)

  ? $251 million Senior Secured Term Loan B, due 2013, rated Ba3,
    LGD3, 32% (from Ba3, LGD3, 34%)

  ? Corporate Family Rating, rated Ba3

  ? Speculative Grade Liquidity Rating, SGL-2

The outlook is stable.

Moody's Prior Rating action was on Feb. 8, 2006 when Moody's
assigned first time ratings to Gentiva.

Gentiva is a leading provider of comprehensive home health
services in the US.  The company offers direct home nursing and
therapies, including specialty programs, as well as hospice, home
infusion and respiratory therapy and durable medical equipment
products.  Pro forma for the divestiture of CareCentrix, Moody's
estimates that Gentiva would have generated approximately
$1.0 billion in revenue for the twelve months ended Sept. 28,
2008.


GEORGIA MAINTENANCE: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Georgia Maintenance and Contracting, Inc.
        2435 Rock Springs Road
        Buford, GA 30519

Bankruptcy Case No.: 08-95017

Chapter 11 Petition Date: November 12, 2008

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: Paul Reece Marr
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  770-984-2255
                  Fax : (770) 984-0044
                  Email: pmarr@mindspring.com

Total Assets: $1,988,400

Total Debts:  $3,382,515

A list of the Debtor's 20 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/ganb08-95017.pdf


GETRAG TRANSMISSION: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Getrag Transmission Manufacturing LLC
        35533 Mound Road
        Sterling Heights, MI 48310

Bankruptcy Case No.: 08-68112

Type of Business: The Debtor designs and makes dual clutch
                  transmission its facility in Tipton, Indiana.
                  http://www.getrag.de

Chapter 11 Petition Date: November 17, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Marci B McIvor

Debtor's Counsel: Jayson Ruff, Esq.
                  jruff@mcdonaldhopkins.com
                  Jeffrey S. Grasl, Esq.
                  jgrasl@mcdonaldhopkins.com
                  Stephen M. Gross, Esq.
                  sgross@mcdonaldhopkins.com
                  39533 Woodward Avenue, Suite 318
                  Bloomfield Hills, MI 48304
                  Tel: (248) 646-5070

Estimated Assets: $100 million to $500 million

Estimated Debts: $500 million to $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Conti Temic microlectronic     trade debt        $99,120,000
GmbH
Attn: Arthur Kohapka
Sieboldstrabe 19 90411
Numberg, Germany
Tel: (499) 119-5262 872

BorgWarner Transmission        trade debt        $60,956,522
Systems
Attn: Pete Manos
3800 Automation Ave., Ste. 500
Auburn Hills, MI 48326
Tel: (248) 754-0519

Walbridge Aldinger Company     trade debt        $43,758,752
Attn: Mickey O'Hearn
777 Woodward Ave., Ste. 300
Detroit, MI 48226
Tel: (313) 442-1215

LSW Mashinenfabrik GmbH        trade debt        $31,283,333
Attn: Erwin Lowenstein
Uhthoffstrasse 1, D-28757
Bremen, Germany
Tel: (494) 216-6021 34

Selzer Fertigungstechnik       trade debt        $25,111,032
GmbH
Attn: Tobias Selzer
Bahnhhofstrabe 1 35759
Driedorf-Roth, Germany 35757
Tel: (491) 757-2691 55

ThyssenKrupp EGM GmbH          trade debt        $24,629,853
Attn: Heiko Breitbeck
Bayernstrabe 17 D-30855
Langenhagen, Germany
Tel: (495) 117-4091-502

ALD Vacuum Technologies GmbH   trade debt        $17,392,077
Attn: Gerald Hiller
Wilhelm Rohn Str. 35, D-63450
Hanu, Germany
Tel: (496) 181-3073 508

Thomas Magnete GmbH            trade debt        $16,109,130
Attn: Dietrich Thomas
San Fernando 35 D-57562
Herdorf Germany
Tel: (492) 744-9290

Assembly & Test Europe GmbH    trade debt        $15,161,143
Attn: Thomas Wildt
Carl-Borgward-Strabe 11 D-56566
Neuweid Germany
Tel: (492) 631-3821 50

Felsomat GmbH & Cie KG         trade debt        $14,581,000
Attn: Uwe King
Gutenbergstrabe 12, D-75203
Konigsbach-Stein, Germany
Tel: (497) 232-4012 49

Industrial Power Systems Inc.  trade debt        $8,728,561
Attn: John Gray
410 Ryder Road
Toledo, OH 43607
Tel: (419) 531-3121

Unior d.d.                     trade debt        $7,401,482
Attn: Bostjan Leskovar
Kovaska Cesta 10, SL-3214
Zrece, Slovenija
Tel: (386) 375-7847 2

Prawema Antriebstechnik GmbH   trade debt        $6,603,800
Attn: Jorg Schieke
Hessenring 4, D-37269
Echwega/Werra, Germany
Tel: (495) 651-8008 27

Moorehead Electric Co. Inc.    trade debt        $6,350,421
Attn: Tom Brodt
PO Box 427
1702 W. Jeffras Ave.
Marion, IN 46952
Tel: (765) 669-8139

JG Weisser Sohne GmbH & Co. KG trade debt        $5,735,629
Attn: Helmut Weisser
Bundesstrasse 1, D-78112
St. Georgen, Germany
Tel: (490) 772-4881-222

Metia Corporation              trade debt        $5,981,581
Attn: Myung-ho Kim
750-1 Hyomun-Dong, Buk-Gu
Ulsan 683-360, Korea
Tel: (822) 516-0184

Stelko Electric Inc.           trade debt        $4,494,000
Attn: Scott Becker
2529 N. Washington St.
Kokomo, IN 46901
Tel: (765) 452-2090

Klingelnberg GmbH              trade debt        $4,431,640
AttnL Gerhard Mohr
Peterstrabe 45 D-42499
Huckeswagen, Germany
Tel: (492) 192-8150 9

ABB Inc.                       trade debt        $4,284,279
Attn: John Maloney
1250 Brown Road
Auburn Hills, MI 48326
Tel: (248) 393-4616

Buderus Schleiftechnik GmbH    trade debt        $4,086,600
Attn: Gunter Spreemann
Indusriestr 3, D-35614
Ablar, Germany
Tel: (496) 441-8006-24

The petition wa signed by the company's chief executive officer
James Shoup.


GETRAG TRANSMISSION: Chrysler Dispute Cues Bankruptcy Filing
------------------------------------------------------------
GETRAG Transmission Manufacturing LLC has filed for protection
under chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Eastern District of
Michigan for its Tipton, Indiana facility.  The company's
Tipton facility was being constructed for the sole purpose of
manufacturing dual clutch transmissions for Chrysler LLC.

The company said it owes $500 million to over 200 parties related
to the cost of construction of the plant, many of whom asserted
liens against the project under Indiana law.

The Chapter 11 filing is a direct result of a recent termination
by Chrysler of contractual agreements related to the construction
and operation of a dual clutch transmission manufacturing facility
in Tipton.  Also as a result of Chrysler's actions, the company
has been forced to terminate its operations in Tipton and cancel
the project.

In addition, the filing will enable the company to deal with all
claims related to the project in an orderly and equitable fashion.
The company and its German affiliate also filed a countersuit on
Oct. 30, 2008, against Chrysler to recover, among other elements,
costs associated with the project and reimbursement of all
expenses incurred by the company and its suppliers in connection
with the project.

"We recognize these developments have had significant impact on
all of our stakeholders, including employees, suppliers and the
Tipton community," said Jim Shoup, GTM LLC Chief Executive
Officer.  "We ask for their patience and understanding as we
manage through this process." Shoup also indicated the
organization will continue to update the creditors of GTM LLC
throughout the process.

            Transmission Supply Agreement With Chryler

Chrysler was required to purchase from the company all of its
annual requirements for dual clutch transmissions up to certain
volumes through model year 2020, with production to commence
October 2009 under the Transmission Supply Agreement between the
parties.  The agreement also required Chrysler to reimburse the
company for up to $305 million for machinery and equipment and
tooling costs.  Moreover, the agreement allowed the company to
obtain from banks or financial institutions senior debt financing
from the supply of the DCT to Chrysler.

Simultaneously with the TSA agreement, Chrysler and the comnpany
entered into a limited company agreement as a joint venture
company for overight of the project.  The LLC agreement set
procedures for resolution of disputes arising out of the TSA.  The
company's German affiliate GETGRAG KG aslo entered into a guaranty
agreement, wherein GETRAG will contribute $140 million in cash as
capital for the company towards project.

Along with the two agreements, the company, GETRAG KG and Chrysler
entered into a finance option agreement dated March 11, 2008 for
the purpose of governing the financing project.  Under the FOA,
the company and GETRAG KG agreed to use up to $300 million in debt
financing to fund the design, construction, equipment and
operation of the plant.  Financing for the project was to have
been arranged within 90 days of the execution of the FOA, subject
of adequate assurance by Chrysler; However, no financing was able
to be secured as Chrysler failed to give adequate assurances to
lenders as required by the FOA.

The FOA contemplated that debtor financing may not be obtained.
As a result, Chrysler agree to backstop the company's and GETRAG
KG's investment in and financial commitment to the project.  As of
July 2008, Chrysler had authorized project costs and expenses in
excess of $437 million.

                     Termination of Agreements

Chrysler said in a letter on Oct. 17, 2008, it was terminating the
FOA, TSA and all other related agreements with respect to the
project, and commenced litigation against the company and GETRAG
KG in the 6th Judicial Circuit Court for the state of Michigan
seeking a determination that Chrysler is not obliged to perform
under the projects agreements due to alleged contract breach and
fraud but the company and GETRAG KG denied all allegations.

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.getrag.de?- designs and makes
dual clutch transmission its facility in Tipton, Indiana.


GLACIER FUNDING: Eroding Credit Quality Cues Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Glacier Funding CDO I
Limited:

Class Description: U.S.$44,000,000 Class A-2 Second Priority
Senior Floating Rate Notes Due 2039

  -- Prior Rating: Aaa
  -- Prior Rating Date: 3/31/2004
  -- Current Rating: Aa2, on review for possible downgrade

Class Description: $43,500,000 Class B Third Priority Senior
Floating Rate Notes Due 2039

  -- Prior Rating: Aa2
  -- Prior Rating Date: 3/31/2004
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: U.S.$9,000,000 Class C Mezzanine Floating Rate
Notes Due 2039

  -- Prior Rating: Baa2
  -- Prior Rating Date: 3/31/2004
  -- Current Rating: C

According to Moody's, these rating changes are the result of the
deterioration in the credit quality of the transaction's
underlying collateral pool, consisting primarily of structured
finance securities.  Moody's notes that principal proceeds were
drawn upon to pay required interest due on the Class B Notes on
the recent payment date due to inadequate interest proceeds.
Moreover, collateral par has continued to deteriorate and WARF has
increased since the prior Moody's rating action.

Moody's also notes that the Class C Notes are deferring interest
and the junior test of overcollateralization is failing.


GLOBAL CREDIT: S&P Downgrades Ratings on Preferred Shares to 'CCC'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Global
Credit Pref. Corp.'s preferred shares.  The ratings remain on
CreditWatch with negative implications, where they were placed
Sept. 25, 2008.

The lowering of the ratings and the CreditWatch placement mirrors
the lowering of the rating and the CreditWatch placement on the
credit-linked note to which the preferred shares are linked.

                          Ratings List
                     Global Credit Pref Corp.

         Ratings Lowered, Remaining On CreditWatch Negative

                             To                   From
                             --                   ----
   Preferred shares
    Global scale             CCC/Watch Neg        B/Watch Neg
    National scale           P-5/Watch Neg      P-4/Watch Neg

(Related CLN: The Toronto-Dominion Bank C$48,031,000 Portfolio
Credit-Linked Notes.)


GREEKTOWN HOLDINGS: Exclusive Plan Filing Period Extended Dec. 15
------------------------------------------------------------------
Greektown Holdings LLC and its debtor-affiliates currently have
the exclusive right to file a plan of reorganization through
Dec. 15, 2008.  They also have the exclusive right to solicit
acceptances of that plan through Feb. 16, 2009.

According to Daniel J. Weiner, Esq., at Schafer and Weiner PLLC,
in Bloomfield Hills, Michigan, the Debtors need a 60-day
extension of their Exclusivity Period to allow for the completion
of the process demanded by their major creditors and key parties-
in-interest and approved by the the United States Bankruptcy Court
for the Eastern District of Michigan, namely the retention of
Moelis & Company LLC as their investment banker; the completion
by the investment banker of a data room by Nov. 17, 2008; and
the generation of expressions of interest for either a sale or
reorganization of the Debtors' estates.

Thus, by this motion, the Debtors seek to further extend:

   (a) their Exclusive Plan Filing Period through Feb. 15,
       2009; and

   (b) their Exclusive Solicitation Period through April 16,
       2009.

Mr. Weiner informs the Court that Moelis has been working
diligently to adhere to the benchmarks established by the
settlement with the Objecting Parties to the original Exclusivity
Motion.

The Debtors also disclose that they are nearing completion of the
permanent Greektown Casino entertainment complex, which includes
the permanent casino, a 400-room luxury hotel, exhibit and
banquet rooms and a theatre venue.  As part of the Entertainment
Complex, the Debtors are opening a new Pantheon Room and new
private valet entrance for high-stakes patrons and a new buffet.
Mr. Weiner says completion and opening of the Amenities is
expected by early December 2008.  It is expected to strengthen
the Debtors' position in the Detroit marketplace as well as
increase revenues, he avers.

The Debtors expect to open the first 200 rooms of the Hotel
beginning in January 2009, in time for the North American
International Auto Show scheduled for mid-January 2009 and to
accept reservations for the 2009 NCAA Final Four playoffs
scheduled for early April 2009.  The entire Hotel is scheduled to
open on Feb. 12, 2008.

The Debtors add that they are in the process of making certain
management changes, including:

   -- A reduction of the Board of Directors members from 12 to
      five to be selected and approved through an intensive
      process that includes the input of key parties-in-interest
      in the Debtors' bankruptcy case.

      Four of the Board members will be independent and new to
      the Board.  Three proposed independent Board members are
      currently in the Michigan Gaming Control Board approval
      process and will take their seats on the Board if approved
      by the MGCB.  A fourth independent Board member is
      currently being sought by the Debtors.

   -- Craig Ghelfi, the Debtors' chief executive officer, has
      announced his resignation effective October 31, 2008.  The
      Debtors are currently undertaking a process to identify a
      replacement CEO, and have sought and received input
      regarding a suitable replacement CEO from key parties-in-
      interest.

Furthermore, Mr. Weiner contends that the national, regional, and
local economic environments have substantially changed since the
Petition Date, presenting additional challenges to the Debtors'
ongoing restructuring efforts in general and to the efforts of
Moelis in particular.

Mr. Weiner also avers that the Debtors' request is warranted for
these reasons:

   -- The Debtors' cases are large and complex, with multiple
      Debtor estates, hundreds of creditors, complex loan and
      other agreements, multiple regulatory agencies and
      municipalities, and unique issues related to gaming;

   -- The Debtors are paying all of their bills as they come due;

   -- The Debtors are continuing to make progress in negotiations
      with its creditors, meeting regularly with the DIP Lenders
      and other creditors towards the shared goal of a
      reorganization that represents the best outcome for the
      estate and all of its creditors and parties in interest;
      and

   -- The Debtors seek a modest extension of the Exclusivity
      period so as to give meaning to, the process put in place
      by the Settlement and the Exclusivity Order.

"Adherence to the Current Plan Period date of December 15, 2008
would . . . ignore the realities of, and in fact impede, the
process that was instituted at the behest of all the key parties-
in-interest in this case, a process which is well underway," Mr.
Weiner argues.

A hearing on the Debtors' request was held on Nov. 17, 2008, at
11:00 a.m., before Judge Shapero.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operates world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

(Greektown Casino Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


GREENWICH CAPITAL: Fitch Takes Various Rating Actions on Certs.
---------------------------------------------------------------
Fitch Ratings downgrades one class of Greenwich Capital Commercial
Funding Corporation, series 2006-FL4, commercial mortgage pass-
through certificates:

  -- $7.2 million class K to 'BB' from 'BBB-'; Outlook Negative;

Fitch also downgrades these rakes:

  -- $2.3 million class N-NZH to 'BB-' from 'BBB-'; Outlook
     Negative

  -- $1.6 million class N-NW to 'B+' from 'A-'; Outlook Negative;

  -- $899,005 class O-NW to 'B' from 'BBB+'; Outlook Negative;

  -- $961,005 class P-NW to 'B' from 'BBB'; Outlook Negative;

  -- $1.2 million class Q-NW to 'B' from 'BBB-'; Outlook Negative;

  -- $993,129 class N-WYN to 'BB-' from 'BBB-'; Outlook Negative.

In addition, Fitch downgrades and removes from Rating Watch
Negative these rakes:

  -- $1.4 class N-2600 to 'BB+' from 'AA-'; Outlook Stable;

  -- $2.0 million class O-2600 to 'BB' from 'A-'; Outlook Stable;

  -- $1.3 million class P-2600 to 'BB' from 'BBB'; Outlook Stable;

  -- $1.7 million class Q-2600 to 'BB-' from 'BBB-'; Outlook
     Stable;

Also, Fitch affirms these classes:

  -- $104.3 million class A-1 at 'AAA'; Outlook Stable;
  -- $230.4 million class A-2 at 'AAA'; Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- $35.4 million class B at 'AA+'; Outlook Stable;
  -- $30.7 million class C at 'AA'; Outlook Stable;
  -- $18.0 million class D at 'AA-'; Outlook Stable;
  -- $16.7 million class E at 'A+'; Outlook Stable;
  -- $11.3 million class F at 'A'; Outlook Stable;
  -- $15 million class G at 'A-'; Outlook Negative;
  -- $17.6 million class H at 'BBB+'; Outlook Negative;
  -- $14.2 million class J at 'BBB'; Outlook Negative;
  -- $17.8 MM class L at 'BB-'; Outlook Negative.

Fitch also affirms these non-pooled trust assets (rakes):

  -- $2.2 million class N-MET 'BBB'; Outlook Stable;
  -- $6.6 million class O-MET 'BBB-'; Outlook Stable;
  -- $770,025 class N-E161 'BBB-'; Outlook Stable;
  -- $894,087 class N-SCR 'BBB'; Outlook Stable;
  -- $1.4 million class O-SCR 'BBB-'; Outlook Stable.

The rake classes N-LAX, N-CPH, O-CPH, P-CPH, Q-CPH, S-CPH, N-LDC,
O-LDC, P-LDC, N-LJS, N-HAP, O-HAP, P-HAP, N-444, and O-444 have
paid in full.

The downgrade of class K is a result of lowering the shadow
ratings on the following six loans in the pool: PGA National
Resort and Spa (13.7%), ResortQuest Waikiki Beach (11.4%),
NineZero Hotel (5.7%), Mondrian - Scottsdale (4.2%), Wyndham Hotel
- Orange County (2.73%), and Northwest Plaza Shopping Center
(4.53%).  The Galleria Sheraton - Metairie loan (1.52%) was
downgraded in Fitch's previous review in July, 2008.

The downgrade of class N-NZH is due to the declining performance
at the Nine Zero Hotel property, located in Boston, Massachusetts.
The decline in the performance at the property is attributed to a
general increase in expenses, both departmental and variable.
Occupancy and revenue per average room have remained stable since
issuance at 76.5% and $212.77, respectively.

The downgrade to classes N-NW, O-NW, P-NW and Q-NW is attributed
to the significantly declining performance of the Northwest Plaza
Shopping Center.  One of the anchor tenants, Steve and Barry's,
has recently filed for bankruptcy and will be vacating the
property.  Rental revenue at the property will be significantly
impacted by the loss of the anchor tenant, following an otherwise
steady decline of occupancy and performance since issuance.  In
addition, many of the in-line tenants have co-tenancy provisions
in the leases which are currently not being met.  The borrower
will not proceed with the original redevelopment plans of the
property.  The loan recently transferred to the special servicer
who has began negotiations with the borrower.  Fitch expects some
losses to the pool upon the resolution of this asset.

The downgrade to classes N-2600, O-2600, P-2600 and Q-2600 is
attributed to the decline in the performance of the 2600 West
Olive Avenue loan.  At last review, Fitch placed the four rake
classes on Rating Watch Negative to reflect the lack of leasing
activity at the property.  Performance has not improved since last
review with no additional leases signed to date.  Occupancy
remains at 46%.  In addition, the local market outlook for rental
rates and occupancy is less favorable than at the time of
issuance.  The borrower continues to market the vacancies.
The downgrade to the N-WYN class is attributed to the decline in
performance of the Wyndham Hotel Orange County.  While revenues
from operations have remained stable since issuance, there has
been an overall increase in expenses resulting in a decline in
operating cash flow.  Occupancy and RevPAR have remained stable
since issuance at 78.6% and $91, respectively.

The affirmations are due to expected performance since issuance.
As of the November 2008 remittance, the transaction has paid down
by 45.9%.  Fourteen loans have paid in full.

The transaction consists of loans collateralized by hotel
properties (41.9%), office (36.6%), retail (9.2%), condominium
conversion (4.6%), multifamily (3.1%) and mixed use (1.4%).  At
issuance, 15.3% of the pool was collateralized by condominium
conversion loans and 3.6% by land.

The largest loan remaining in the transaction is Metropolitan
Tower (13%).  The loan is secured by the condominium ownership of
the first 18 stories of a 66-story office & residential building
located on West 57th Street between 6th and 7th Avenue in
Manhattan.  The property has been undergoing renovations.  The
building was over 60% vacant at issuance but having undergone
extensive renovations, the vacant space is being marketed and
leased.  Occupancy as of November 2008 is approximately 91%.  The
property continues to perform inline with the business plan
presented at issuance.


GWLS HOLDINGS: Court OKs Jan. 9 Auction for All Assets
------------------------------------------------------
The Hon. Peter Walsh of the United States Bankruptcy Court for
the District of Delaware approved bidding procedure for the sale
of substantially all of the assets of GWLS Holdings Inc. and its
debtor-affiliates.

According to Bloomberg, lender made a bid in exchange for
$370 million the Debtors' are owed for ownership of the trucking
and warehousing company.

Offer for the Debtors' assets along with a $3.75 million minimum
good faith deposit must be delivered by Jan. 6, 2008, at 12:00
noon (prevailing Eastern Time).  An auction will take place on
Jan. 9, 2009, at 10:00 a.m. (prevailing Eastern Time) at the
offices of Young Conaway Stargatt & Taylor LLP followed by a sale
hearing on Jan. 15, 2009, at 3:00 p.m. (prevailing Eastern Time).

Objections to the sale of the purchase assets, if any, are due
Jan. 12, 2009, by 4:00 p.m. (prevailing Eastern Time).

The lenders will be paid $7.5 million in the event the Debtors
consummates the sale to another party.

A full-text copy of the asset purhcase agreement with the lender
is available for free at http://ResearchArchives.com/t/s?34e9

                        About GWLS Holdings

Headquartered in Dallas, Texas, GWLS Holdings Inc. --
http://www.greatwide.com/-- operate trucking and logistics
company.  The company and 50 of its affiliates filed for Chapter
11 protection on Oct. 20, 2008 (Bankr. D. Del. Lead Case No.
08-12430).  Robert S. Brady, Esq., and Matthew B. Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP; Matt A. Feldman, Esq., Paul
V. Shalhoub, Esq., and Robin Spigel, Esq., at Willkie Farr
Gallagher LLP, represent the Debtors' as co-counsel.  Miller
Buckfire & Co., LLC, is the Debtors' financial advisor.  When the
Debtors filed sought bankruptcy protection from their creditors,
they listed assets and debts between $500 million and $1 billion
each.


HARRAH'S ENTERTAINMENT: Bondholders to Get Cents in Debt Swap
-------------------------------------------------------------
Harrah's Entertainment, Inc. said on Friday that its direct
wholly-owned subsidiary, Harrah's Operating Company, Inc., is
commencing private exchange offers to exchange certain of its
outstanding debt securities for up to $2.1 billion aggregate
principal amount of (i) new 10.00% Second-Priority Senior Secured
Notes due 2015, for Old Notes maturing between 2010 and 2013, and
(ii) new 10.00% Second-Priority Senior Secured Notes due 2018, for
Old Notes maturing between 2015 and 2018.

                                                   Acceptance
   CUSIP/ISIN    Old Notes                         Priority Level
   ----------    ---------                         --------------
   413627AQ3/    5.50% Senior Notes due 2010                  1
   US413627AQ32
   ______________________________________________________________
   700690AQ3/    7.875% Senior Subordinated Notes due 2010    1
   US700690AQ34
   ______________________________________________________________
   413627AH3/    8.0% Senior Notes due 2011                   1
   US413627AH33
   ______________________________________________________________
   700690AL4/    8.125% Senior Subordinated Notes due 2011
   US700690AL47

   700690AK6/
   US700690AK63

   U70230AA2/
   USU70230AA22
   ______________________________________________________________
   413627AN0/    5.375% Senior Notes due 2013                 1
   US413627AN01
   ______________________________________________________________
   413627AU4/    5.625% Senior Notes due 2015                 2
   US413627AU44
   ______________________________________________________________
   413627AX8/    6.5% Senior Notes due 2016                   2
   US413627AX82
   ______________________________________________________________
   413627AW0/    5.75% Senior Notes due 2017                  2
   US413627AW00
   ______________________________________________________________
   413627AZ3/    10.75%/11.5% Senior Toggle Notes due 2018    3
   US413627AZ31

   U24658AK9/
   USU24658AK95
   ______________________________________________________________
   U24658AJ2/    10.75% Senior Notes due 2016                 4
   USU24658AJ23

   413627AY6/
   US413627AY65
   ______________________________________________________________

The New Second Lien Notes will be guaranteed by Harrah's and will
be secured on a second-priority basis by substantially all of the
assets of HOC and the assets of HOC's wholly-owned domestic
subsidiaries that have pledged their assets to secure HOC's
obligations under its senior secured credit facilities to the
extent such assets secure obligations under such senior secured
credit facilities. The New Second Lien Notes will not, however, be
secured by liens on HOC's or any of HOC's subsidiaries' capital
stock.

The purpose of the Exchange Offers is to reduce the outstanding
principal amount of indebtedness of HOC and to extend the weighted
average maturity of HOC's outstanding indebtedness.

In addition to the issuance of New Second Lien Notes, holders of
Old Notes maturing in 2010 and 2011 participating in the Exchange
Offers may elect to receive cash in lieu of New 2015 Second Lien
Notes that they would otherwise receive in the Exchange Offers
pursuant to a "Modified Dutch Auction" process.  The company has
prepared a confidential offering memorandum in connection with the
Exchange Offers.  Only holders of Old 2010-2011 Notes
participating in the Exchange Offers may participate in the
Auction Process. Participation in the Auction Process is optional.
Accordingly, holders of Old 2010-2011 Notes may participate in the
Exchange Offers without participating in the Auction Process. HOC
will not pay more than $325 million to auction participants in
lieu of New 2015 Second Lien Notes that such participants would
otherwise receive in exchange for Old 2010-2011 Notes.

Subject to the terms and conditions of the Exchange Offers,
including the proration terms, Old Notes properly tendered (and
not withdrawn) will be accepted in order of the Acceptance
Priority Levels, with Level 1 being the highest priority level.
The aggregate principal amount of Old Notes with an Acceptance
Priority Level of 2 that are validly tendered (and not withdrawn)
and accepted in the Exchange Offers will not exceed $875 million
and the aggregate principal amount of Old Notes with an Acceptance
Priority Level of 3 that are validly tendered (and not withdrawn)
and accepted in the Exchange Offers will not exceed $462 million.
In addition, the aggregate principal amount New Second Lien Notes
issued in the Exchange Offers will not exceed the lesser of (i)
the Maximum Exchange Amount and (ii) an amount that would result
in the estimated cancellation of indebtedness income, as
determined immediately following the Expiration Date, attributable
to the Old Notes properly tendered and not withdrawn and accepted
in the exchange offers to exceed $1.8 billion.

Holders who validly tender their Old Notes on or prior to 5:00
p.m., New York City time, on November 28, 2008, and whose Old
Notes are accepted by HOC in the Exchange Offers will receive an
early participation consideration of $30.00 in principal amount of
New Second Lien Notes per $1,000 principal amount of Old Notes.

Bloomberg News' Caroline Salas says holders of Harrah's $1 billion
of 5.625% senior notes due in 2015, its $750 million of 6.5%
securities maturing in 2016 and its $750 million of 5.75% debt due
in 2017 will receive 40 cents-on-the-dollar's worth of new 2018
notes.  Those who tender after 5 p.m. on Nov. 28 and by Dec. 12
will receive 37 cents worth of new debt, Bloomberg says.

Ms. Salas also notes that holders of Harrah's $718 million of 5.5%
notes due in 2010 and its $363 million of 7.875% senior
subordinated notes due in 2010 will receive as much as 100 cents
on the dollar worth of 2015 notes.  Harrah's $328 million of
8.125% senior subordinated notes due 2011 and its $500 million of
5.375% senior notes due in 2013 will be exchanged at a rate of 80
cents and 50 cents of new 2015 debt, according to Ms. Salas.

The Exchange Offers are not conditioned on a minimum principal
amount of Old Notes being tendered or the issuance of a minimum
principal amount of New Second Lien Notes. However, the Exchange
Offers are subject to certain other conditions. In addition, HOC
has the right to terminate or withdraw any of the Exchange Offers
at any time and for any reason, including if any of the conditions
described in the Offering Memorandum are not satisfied.

Each of the Exchange Offers will expire at midnight, New York City
time, on December 12, 2008, unless any of them is extended.

Tenders may be withdrawn prior to 5:00 p.m., New York City time,
on November 28, 2008 unless extended by HOC. Holders may withdraw
tendered Old Notes at any time prior to the Withdrawal Deadline
but holders may not withdraw tendered Old Notes on or thereafter.

The New Second Lien Notes will accrue interest from and including
the settlement date. Holders who exchange Old Notes that pay cash
interest for New Second Lien Notes will receive accrued and unpaid
interest to, but not including, the settlement date. Accrued pay-
in-kind interest on HOC's 10.75%/11.5% Senior Toggle Notes due
2018 will not be included in determining the principal amount of
any such Old Toggle Notes tendered in the exchange offers, but an
estimate of the accrued interest through the anticipated
Settlement Date has been included in the consideration being
offered in the Exchange Offers for the Old Toggle Notes.

The New Second Lien Notes have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable
exemption from registration requirements.

According to Ms. Salas, the $1.4 billion of PIK toggle notes
maturing in 2018 and the $4.9 billion of 10.75% senior notes due
in 2016 will be swapped for new 2018 notes at rates of 57 cents
and 70 cents on the dollar.  She says Harrah's will give the about
$2 billion of eligible 2010, 2011 and 2013 notes first priority in
the exchange. The 2015, 2016 and 2017 notes being swapped at a
rate of 40 cents will be given second priority, with up to $875
million in principal amount accepted, followed by up to $462
million in face value of the toggle notes, which have third
priority, she adds.

Ms. Salas says holders of old notes who don't tender their debt
will be subordinated to the new second lien notes in a bankruptcy.

According to Reuters' Dena Aubin, fixed-income research service
CreditSights said in a report that if all of its legacy notes are
exchanged for new notes, the company would save about $70 million
annually on interest expense.

The Exchange Offers are being made only to qualified institutional
buyers and to certain non-U.S. investors located outside the
United States. The Exchange Offers are made only by, and pursuant
to, the terms set forth in the offering memorandum, and the
information in this press release is qualified by reference to the
offering memorandum and the accompanying letter of transmittal.
Subject to applicable law, HOC may amend, extend or terminate the
Exchange Offers.

Documents relating to the Exchange Offers will only be distributed
to holders who complete and return a letter of eligibility
confirming that they are within the category of eligible investors
for this private offer. Noteholders who desire a copy of the
eligibility letter should contact Global Bondholder Service
Corporation, the information agent for the offers, at (866) 736-
2200 (Toll-Free) or (212) 925-1630 (Collect).

Ms. Salas says Bank of America Corp. and Citigroup Inc. are
managing the exchange. She adds that Danielle Romero-Apsilos,
spokeswoman for Citigroup, didn't immediately return a call
seeking comment; and Louise Hennessy, spokeswoman for Bank of
America, declined to immediately comment.

                    About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.


HERCULES INC: Ashland Merger Cues S&P's Rating Downgrades
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Ashland
Inc. and Hercules Inc., including S&P's corporate credit ratings
to 'BB-' from 'BB+', upon completion of Ashland's acquisition of
Hercules.  S&P removed the ratings from CreditWatch where they had
been placed on July 11, 2008 with negative implications.  The
outlook is stable.

S&P assigned a 'BB-' senior unsecured debt rating and a recovery
rating of '4' to Ashland's $750 million one-year senior unsecured
interim credit facility.  This indicates S&P's expectation of
average (30% to 50%) recovery for these lenders.

The lower rating is based on S&P's current expectation of somewhat
weaker earnings and cash flow in 2009 than in 2008, versus S&P's
earlier expectation that earnings and credit measures would begin
to strengthen in 2009.  In addition, financing terms are more
onerous than indicated in the preliminary plans.  Ashland will
incur significantly higher borrowing costs than initially
expected, and required term loan amortization during the next few
years will be somewhat higher.

Proceeds of the new credit facilities, along with proceeds from a
new $200 million accounts receivable program, cash on hand, and
about $180 million of new common equity were used to fund the
approximately $3.5 billion acquisition (including fees and
expenses) of Hercules.

The stable outlook reflects S&P's expectation that following the
acquisition of Hercules, Ashland should be more profitable and
exhibit more stable financial results.  Although discretionary
cash flow is likely to be thin during the next two years, S&P
expects the majority to be used to reduce debt, and S&P believes
financial policies will remain supportive of credit quality.
Business challenges include weak economic conditions, volatile raw
material costs, and the risk that asbestos or environmental trends
could turn negative.


HOMESTAR MORTGAGE: High Delinquency Rates Cues Moody's Rating Cuts
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 14 tranches
from 4 transactions issued by Homestar Mortgage Acceptance Corp.
Additionally, the ratings on 7 tranches were confirmed.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, Alt-A mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.
Also, step-down, or the possibility thereof, is likely to cause
further erosion of credit support from subordination.

The actions described below are a result of Moody's on-going
review process.

Complete rating actions are:

Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-1

  -- Cl. M-6, Downgraded to Baa1 from A3
  -- Cl. M-7, Downgraded to Baa2 from Baa1

Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-2

  -- Cl. M-5, Confirmed at B1

Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-3

  -- Cl. M-1, Downgraded to Aa3 from Aa2
  -- Cl. M-2, Downgraded to Baa2 from A2
  -- Cl. M-3, Downgraded to Ba1 from A3
  -- Cl. M-4, Downgraded to B2 from Baa1
  -- Cl. M-5, Downgraded to Ca from Ba3

Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-4
  -- Cl. M-1, Confirmed at Aa2
  -- Cl. M-2, Confirmed at Aa3
  -- Cl. M-3, Confirmed at A2
Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-5

  -- Cl. M-1, Confirmed at Aa1
  -- Cl. M-2, Confirmed at Aa2
  -- Cl. M-3, Confirmed at A1
  -- Cl. M-6, Downgraded to Baa2 from Baa1
  -- Cl. M-7, Downgraded to Ba1 from Baa3

Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-6

  -- Cl. M-4, Downgraded to Baa1 from A2
  -- Cl. M-5, Downgraded to Baa3 from A3
  -- Cl. M-6, Downgraded to Ba1 from Baa1
  -- Cl. M-7, Downgraded to B3 from Baa2
  -- Cl. M-8, Downgraded to Ca from Baa3


HOSPITAL PARTNERS: Wants Case Converted to Chapter 7 Liquidation
----------------------------------------------------------------
Dawn McCarty of Bloomberg News reports that Hospital Partners of
America asked the United States Bankruptcy Court for the District
of Delaware to convert its Chapter 11 reorganization case to a
Chapter 7 liquidation proceeding.

According to Bloomberg, the Debtor's lender refused to extend the
debtor-in-possession financing that becomes payble on Friday on
Nov. 21, 2008.  The Debtor said it is unable to repay the facility
or fund these Chapter 11 case going forward, relates Bloomberg
citing papers filed with the Court.


HRP MYRTLE: To Sell Assets for at Least $35-Mil. at Auction
-----------------------------------------------------------
Ben Fidler at the Deal reports that HRP Myrtle Beach Holdings LLC
asked the United States Bankruptcy Court for the District of
Delaware to hold an auction for the sale of its assets.

According to Mr. Fidler, the company set $35 million as minimum
offer.  The company is selling its assets without a stalking-
horse bidder, he notes.

The proceeds of the sale will pay the company's prepetition
senior revolving debt, debtor-in-possession loan and certain
administrative expense, the Deal relates.  Remaining proceeds
will be placed in escrow, the report notes.

Bids for the company's assets must be delivered by Dec. 12, 2008,
at the offices of Paul, Hasting , Janofsky & Walker LLP followed
by a sale hearing on Dec. 18, 2008, Mr. Fidler says.

The Court set Nov. 20, 2008, to consider approval of the motion,
Mr. Fidler notes.

                      About HRP Myrtle

Based in Myrtle Beach, South Carolina, HRP Myrtle Beach Holdings,
LLC -- owns and operates Hard Rock Park, a rock-n-roll theme park
in Myrtle Beach, South Carolina, under a long-term license
agreement with Hard Rock Cafe International (USA), Inc.  The
company and six of its affiliates filed for Chapter 11 protection
on Sept. 24, 2008 (Bankr. D. Del. Lead Case No.
08-12193).  Steven Goodwin will serve as the Debtors' chief
executive officer.  The U.S. Trustee for Region 3 has not
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed assets and debts of between $100 million
and $500 million each


IMMUNICON CORP: Court Confirms 4th Amended Plan of Liquidation
--------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware confirmed a fourth amended Chapter 11
plan of liquidation dated Oct. 13, 2008, filed by Immunicon
Corporation and its debtor-affiliates.

Judge Carey found that the amended plan of liquidation met the
requirements under Section 1129 of the United States Bankruptcy
Code.

Robert F. Troisio will serve as liquidating trustee under the
plan.  On the plan's effective date, all of the Debtors' assets
and liabilities -- including claims against the Debtors -- will be
consolidated and no distirbutions will be made under the plan on
account of any intercompany claims, among other things.

                 Treatment of Interests and Claims

                    Type
    Class         of Claims           Treatment    Status
    -----         ---------           ---------    ------
    unclassified  administrative and  unimpaired   Deemed to
                  priority tax                     accept

    1             priority            unimpaired   Deemed to
                                                   accept

    2             general unsecured   impaired     Entitled to
                                                   vote

    3             director & officer  impaired     Entitled to
                  liability                        vote

    4             existing common     impaired     Entitled to
                  stock                            vote

    5             existing options    imparied     Deemed to
                  and warrants                     reject

The holder of allowed Class 1 claims will be paid the full amount
with interest from Class 1 available cash by the distribution date
and 15 days after the date on which the claim becomes an allowed
priority claim.

Holders of Class 2 claims will receive its pro rata share of the
Class 2 available cash plus postpetition interest while holder of
Class 3 claims will also receive its pro rata share from the
director and officer reserve in the maximum amount of up to
$500,000.

Class 4 and 5 will be cancelled under the plan.

A full-text copy of the Debtors' fourt amended Chapter 11 plan of
liquidation is available for free at:

               http://ResearchArchives.com/t/s?34e7


JEM YELKOVAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: JEM YELKOVAN
        547 E ROCKWOOD BLVD
        SPOKANE, WA 99202

Bankruptcy Case No.: 08-04758

Chapter 11 Petition Date: November 14, 2008

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C Williams

Debtor's Counsel: John F Bury
                  Murphy Bantz Bury PS
                  818 W Riverside #631
                  Spokane, WA 99201-0989
                  509 838-4458
                  Fax: 509 838-5466
                  Email: jbury@mbandbps.com

Total Assets: $1,395,858

Total Debts:  $1,735,058

A list of the Debtor's 20 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/waeb08-04758.pdf


JL BUILDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: JL Building, LLC
        7613 South Jordan Landing Blvd.
        West Jordan, UT 84084

Bankruptcy Case No.: 08-27671

Chapter 11 Petition Date: November 3, 2008

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

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

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

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

A copy of the Debtor's list of unsecured creditors is available
for free at http://bankrupt.com/misc/utdb08-27671.pdf

The Debtor's petition was signed by Steven R. Bates, Manager.


JOHN KRETCHMAR: Files Schedules of Assets and Liabilities
---------------------------------------------------------
John Kretchmar filed with the U.S. Bankruptcy Court for the
Northern District of Illinois, his schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                 $3,949,000
  B. Personal Property               $839,990
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $15,076,220
     Secured Claims
  E. Creditors Holding                               $77,143
     Unsecured Priority
     Claims
  F. Creditors Holding                           $17,606,388
     Unsecured Non-priority
     Claims
                                  -----------    -----------
     TOTAL                        $ 4,788,990    $32,759,751

Based in Chicago, John Kretchman -- http://hohnkretchmar.com/--is
a broker.  The Debtor filed for Chapter 11 relief on Sept. 15,
2008 (Bankr. N.D. Ill. Case No. 08-24430).  Chester H. Foster,
Jr., and Justin B. Foster, Esq., at Foster, Kallen & Smith
represent the Debtor as counsel.


JOHNSON MEMORIAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Johnson Memorial Hospital, Inc.
        201 Chestnut Hill Road
        Stafford Springs, CT 06076

Bankruptcy Case No.: 08-22187

Chapter 11 Petition Date: November 4, 2008

Debtor-affiliates filing separate chapter 11 petitions:

   Entity                                       Date Filed
   ------                                       ----------
   Johnson Memorial Corporation Connecticut     October 31, 2008
   The Johnson Evergreen Corp. Connecticut      October 31, 2008

Court: District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

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

Estimated Assets: $0 to $50,000

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

Debtor's list of 20 largest unsecured creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Key Government Finance Inc.                        $5,741,316
ATTN: Pres.
PO Box 1187
Englewood, CO 80150-1187

National City Healthcare                            1,700,376
Finance
ATTN: Pres.
Attn-Lease Serv/Set Up
995 Dalton Ave
Cincinnati, OH 45203

Eastern Rehab. Network                              717,428
ATTN: Pres.
181 Patricia M. Genova Dr.
5Th Floor
Newington, CT 06111

CHA                                                 481,368

Conn Light & Power Co.                              340,543

GE Healthcare Financial                             307,888

Conn Hospital Association                           295,459

Medline Industries, Inc.                            273,436

Depuy Orthopaedics, Inc                             266,545

Transcanada PO wer                                  259,198

McKesson-Paragon Vendor                             257,605

Daly, James W. Inc.                                 217,489

Saxe Doernberger & Vita, P.C.                       185,111

Banc of America Leasing                             179,802

North Central Counseling Services                   157,505

Hartford Hospital                                   132,207

Somerset Capital Group,Ltd                          125,486

UMS Connecticut Lithotripsy, LP                     114,550

Beckman Coulter, Inc.                               111,591

Unidine Corp                                        105,388


JP MORGAN: Moody's Reviews Ratings on Certs. for Possible Cuts
--------------------------------------------------------------
Moody's Investors Service placed these certificates on review for
possible downgrade from the J.P. Morgan MBS, Series 2005-R1
resecuritization transaction;

  -- Cl. B-1, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B-2, Placed on Review for Possible Downgrade, currently
     Ba1

  -- Cl. B-3, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. B-4, Placed on Review for Possible Downgrade, currently
     Ba3

  -- Cl. B-5, Placed on Review for Possible Downgrade, currently
     B3

The certificates are backed by various residential mortgage-backed
securities backed by mortgage loans.  The ratings on the
resecuritization certificates are based primarily on Moody's
ratings on the underlying securities.  The various underlying
securities were downgraded from their initial ratings.  The
ratings review has been triggered by the rating action on the
underlying securities.

Moody's will resolve the ratings of the resecuritization
certificates after a complete review of the capital structure of
the J.P. Morgan MBS, Series 2005-R1 resecuritization transaction


JUPITER HIGH-GRADE: Moody's Downgrades Ratings on Three Classes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings of these two classes of notes
issued by Jupiter High-Grade CDO Ltd:

Class Description: U.S. $82,500,000 Class A-2 Second Priority
Senior Floating Rate Notes Due 2041

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: A1, on review for possible downgrade

Class Description: U.S. $41,250,000 Class B Third Priority
Floating Rate Notes Due 2041

  -- Prior Rating: A1, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Baa1, on review for possible downgrade

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

Class Description: U.S. $14,250,000 Class C Fourth Priority
Mezzanine Floating Rate Notes Due 2041

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

According to Moody's the rating changes are the result of
deterioration in the credit quality of the underlying pool of
collateral, which consists in large measure of subprime RMBS, Alt-
A RMBS and ABS CDOs.  Moody's notes that among the factors
indicating credit quality decline are continuing par
deterioration, the failure of two tests of overcollateralization
and an increase in the collateral weighted average rating factor
since the last rating action was taken.


LAS VEGAS SANDS: Removes Going Concern Doubt After Fund Raising
---------------------------------------------------------------
Las Vegas Sands Corp. said in a regulatory filing with the
Securities and Exchange Commission that based on the actions that
management has taken subsequent to November 5, 2008, together with
net proceeds obtained from the transactions, management has
concluded that the substantial doubt about the company's ability
to continue as a going concern has been removed.

PricewaterhouseCooppers, Las Vegas Sands' auditors, previously
concluded that there was substantial doubt about the company's
ability to continue as a going concern.  As a result of recent
management actions, PwC said it has removed that substantial
doubt.

As reported by the Troubled Company Reporter, commencing
September 30, 2008, Las Vegas Sands' U.S. senior secured credit
facility and FF&E financings require the company's Las Vegas
operations to comply with certain financial covenants, including
to maintain a maximum leverage ratio of net debt, as defined, to
trailing 12-month adjusted earnings before interest, income taxes,
depreciation and amortization.  To comply with the maximum
leverage ratio as of December 31, 2008, and subsequent quarterly
periods, the company initially concluded that it would need to (i)
achieve increased levels of Adjusted EBITDA at its Las Vegas
properties; (ii) decrease the rate of spending on its development
projects; (iii) obtain additional financing at the parent company
level, the proceeds from which could be used to reduce its Las
Vegas operations' net debt; (iv) elect to contribute up to $50.0
million of capital from its cash on hand to its Las Vegas
operations -- such contribution having the effect of increasing
Adjusted EBITDA by up to $50.0 million per quarter for purposes of
calculating maximum leverage; or in some cases (v) a combination
thereof.

As the Las Vegas properties did not achieve the levels of Adjusted
EBITDA necessary to maintain compliance with the maximum leverage
ratio for the quarterly period ending September 30, 2008, the
company completed a private placement of $475.0 million in
convertible senior notes with the company's principal stockholder,
Sheldon Adelson, and his family and used a portion of the proceeds
to exercise the EBITDA true-up provision.  The EBITDA true-up, by
itself, would not have been sufficient to maintain compliance with
the maximum leverage ratio as of September 30, 2008. Accordingly,
the entire proceeds from the offering were immediately contributed
to LVSLLC to reduce the net debt of the parties to the domestic
credit facilities to maintain compliance with the maximum leverage
ratio for the quarterly period ending September 30, 2008.

Prior to their conversion, the Convertible Senior Notes bore
interest at 6.5% per annum, payable in quarterly installments, and
were scheduled to mature on October 1, 2013, unless earlier
converted or repurchased by the company, with an initial
conversion rate of 20.141 shares of common stock per $1,000
principal amount. Following any fundamental change that might have
occurred prior to the maturity date, the company would have been
required to make an offer to repurchase the Convertible Senior
Notes at 101% of the then outstanding principal amount. The
Adelson family was granted pre-emptive rights with respect to any
future proposed issuance or sale by the company of equity
interests (including convertible or exchangeable securities),
pursuant to which they would have been able to purchase a portion
of the offered equity interests based on their fully diluted
common stock ownership in the company.

The company initially concluded that if the capital raising
program was unsuccessful and the company did not have access to
the available borrowings under the U.S. senior secured credit
facility, the company would need to immediately suspend portions,
if not all, of its ongoing global development projects and
consider other alternatives.  The company raised substantial doubt
about its ability to continue as a going concern.

On November 10, 2008, Las Vegas Sands announced its revised
development plans and capital raising program. Given current
conditions in the capital markets and the global economy and their
impact on the company's ongoing operations, the company
temporarily or indefinitely suspended portions of its global
development projects to focus its development efforts on those
projects with the highest rates of expected return on invested
capital given the liquidity and capital resources available to the
company.

On November 14, the company completed the sale of 200,000,000
shares of its common stock and 10,446,300 shares of its 10% Series
A Cumulative Perpetual Preferred Stock with warrants to purchase
up to an aggregate of 174,105,348 shares of common stock,
resulting in net proceeds of approximately $2.1 billion.

The company sold 5,250,000 shares of Preferred Stock with Warrants
to purchase up to 87,500,175 shares of its common stock to the
Adelson family.  The Adelson family converted their $475.0 million
of Convertible Senior Notes into 86,363,636 shares of the
company's common stock at a conversion price of $5.50 per share --
a conversion rate of approximately 181.818 shares per $1,000
principal amount.  The company received proceeds from the sale of
the Preferred Stock to the public and the Adelson family of $504.0
million and $525.0 million, respectively, net of underwriter's
discounts and commissions. The company also received net proceeds
from the sale of its common stock of $1.06 billion.  If the
holders of the Preferred Stock exercise the cash settlement
feature provided under the Warrants on or prior to their
expiration date, the company could receive additional proceeds of
up to $1.04 billion from the issuance of shares of its common
stock.

                     About Las Vegas Sands

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

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


LB-UBS 2007-C6: Fitch Affirms & Puts Low-B Ratings on 6 Classes
---------------------------------------------------------------
Fitch Ratings affirms and assigns Outlooks for LB-UBS 2007-C6,:

  -- $19.6 million class A-1 at 'AAA', Outlook Stable;
  -- $455 million class A-2 at 'AAA', Outlook Stable;
  -- $169 million class A-3 at 'AAA', Outlook Stable;
  -- $67 billion class A-AB at 'AAA', Outlook Stable;
  -- $910.4 million class A-4 at 'AAA', Outlook Stable;
  -- $422.8 million class A-1A at 'AAA', Outlook Stable;
  -- $40.0 million class A-2FL at 'AAA', Outlook Stable;
  -- $70.0 million class A-MFL at 'AAA', Outlook Stable;
  -- $227.9 million class A-M at 'AAA', Outlook Stable;
  -- $156.4 million class A-J at 'AAA', Outlook Stable;
  -- Interest-only class X at 'AAA', Outlook Stable;
  -- $33.5 million class B at 'AA+', Outlook Stable;
  -- $37.2 million class C at 'AA', Outlook Stable;
  -- $33.5 million class D at 'AA-', Outlook Stable;
  -- $29.8 million class E at 'A+', Outlook Stable;
  -- $29.8 million class F at 'A', Outlook Stable;
  -- $33.5 million class G at 'A-', Outlook Stable;
  -- $37.2 million class H at 'BBB+', Outlook Stable;
  -- $41.0 million class J at 'BBB', Outlook Stable;
  -- $29.8 million class K at 'BBB-', Outlook Stable;
  -- $44.7 million class L at 'BB+', Outlook Negative;
  -- $14.9 million class M at 'BB', Outlook Negative;
  -- $11.2 million class N at 'BB-', Outlook Negative;
  -- $3.7 million class P at 'B+', Outlook Negative;
  -- $7.4 million class Q at 'B', Outlook Negative;
  -- $7.4 million class S at 'B-', Outlook Negative.

Fitch does not rate the $44.7 million class T.

The rating affirmations are the result of stable performance and
minimal paydown since issuance in August 2007.  The affirmations
of classes A-2FL and A-MFL reflect the fact that the ratings on
these two classes only address receipt of the underlying fixed
rate coupon and do not address the receipt of a floating rate
coupon or any potential costs associated with a floating rate
swap.  Therefore the ratings are unaffected by the fact that the
guarantor of the two floating rate swaps, Lehman Brothers Holding
Inc., declared bankruptcy Sept. 14, 2008 and was in default as of
Sept. 29, 2008 according to the trust documents.  Fitch notes that
the A-2FL swap default has been resolved as the trustee has
terminated the swap per the direction of the bondholders who will
receive interest payments at a fixed rate.  The trustee is
currently pursuing resolution to the A-MFL swap default, including
termination of the swap agreement and the replacement of the swap
counterparty.

Both classes maintain their payment priority.  Rating outlooks
reflect the likely direction of rating changes over the next one
to two years.  As of the September 2008 distribution date, the
pool's aggregate certificate balance has decreased 0.05% to
$2.98 billion from $2.98 billion at issuance.

Fitch has identified 17 loans of concern (11.3% of the pool),
including two delinquent loans (0.17%), one of which is specially
serviced (0.09% of the pool).  The specially serviced loan is
collateralized by a 94 unit apartment located in Lubbock, Texas
that is 90+ days delinquent and transferred to special servicing
in November 2007.

The largest Fitch loan of concern (2.47%) is Islandia Shopping
Center in Islandia, New York.  Servicer reported debt service
coverage ratio is 0.97 times as of year-end 2007. Occupancy as of
year-end 2007 is 99.0% compared to 99.2% at issuance.  The loan
had a Fitch stressed DSCR of 0.94x at issuance and is currently
stabilizing operations.

The 707 Broad Street loan maintains an investment-grade shadow
rating.  Servicer reported year-end occupancy of 95.0% and DSCR of
3.65x.

The transaction has minimal near-term maturity risk as only 20.5%
of the loans mature in 2012, and 69.7% mature in 2017.


LIGHTPOINT CLO: S&P Puts Ratings on Two Notes on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
D and E notes issued by LightPoint CLO 2004-1 Ltd., an arbitrage
high-yield collateralized loan obligation managed by Lehman Bros.
Asset Management, on CreditWatch with negative implications.  At
the same time, S&P affirmed its ratings on all of the other
classes from this transaction.

The CreditWatch placements primarily reflect deterioration in the
credit quality of the underlying collateral pool supporting the
rated notes.  In addition, volatile market conditions have
affected the calculation of the transaction's
overcollateralization ratios.  Lower market values have caused the
overcollateralization ratio with respect to the class A-1A notes
to fall below 103%, thus triggering an event of default.  The
rating affirmations reflect sufficient credit to support the
ratings at the current levels.

Standard & Poor's will review the transaction and examine the
results of current cash flow runs to determine the level of future
defaults the rated classes can withstand under various stressed
default timing and interest rate scenarios while still paying all
of the interest and principal due on the notes.  S&P will compare
the results of these cash flow runs with the projected default
performance of the performing assets in the collateral pool to
determine whether the ratings currently assigned to the notes
remain consistent with the credit enhancement available.

               Ratings Placed on CreditWatch Negative

                     LightPoint CLO 2004-1 Ltd.
                        Rating
                        ------
        Class      To             From      Balance (million)
        -----      --             ----      -----------------
        D          BBB/Watch Neg  BBB                 $8.500
        E          BB/Watch Neg   BB                 $11.000

                       Ratings Affirmed

                  LightPoint CLO 2004-1 Ltd.

        Class         Rating               Balance (million)
        -----         ------               -----------------
        A-1A          AAA                          $204.384
        A-1B          AAA                           $22.000
        B             AA+                           $26.000
        X             A                              $9.840
        C             A-                             $8.500

Transaction Information
-----------------------
Issuer:             LightPoint CLO 2004-1 Ltd.
Co-issuer:          LightPoint CLO 2004-1 Corp.
Underwriter:        Links Securities LLC
Collateral manager: Lehman Brothers Asset Management LLC
Trustee:            LaSalle Bank N.A.


LSP ENERGY: Moody's Cuts Senior Secured Bond Rating to B3
---------------------------------------------------------
Moody's Investors Service downgraded LSP Energy Limited
Partnership's rating on its senior secured bonds to B3 from B1.
The rating outlook remains negative.

The rating action reflects the Project's debt service coverage
ratios which have remained significantly below 1 times since 2007
and the Moody's expectation that the Project is likely to draw
upon its debt service reserve in January 2009 if LSP's sponsor
does not contribute additional capital.  In 2007 and early 2008,
the Project met with operational problems which caused reduced
payments through the middle of 2008 under the PPA with J Aron.
Also contributing to lower cash flows in 2008 were higher than
expected costs and payments to J Aron according to a PPA amendment
executed in 2007.

The rating action also considers Moody's expectation that LSP's
DSCR is unlikely to improve beyond approximately 1 times even if
the Project is able to resolve its near term liquidity problems
and avoid further operating issues.  Moody's notes LSP's cash
flows are likely to be pressured by rising payments to J Aron
under the PPA amendment.  These payments terminate with the
maturity of the J Aron PPA in 2013 when the project will be
exposed to merchant energy market for 67% of its capacity.

The negative outlook considers the Project's exposure to potential
operating problems, its modest cash flow cushion against higher
than expected operating costs, as well as uncertainties as to
whether the Project's sponsor will be able to contribute
additional equity to resolve the Project's near term liquidity
problems.  If LSP is unable to manage these challenges or draw
more than currently anticipated from the debt service reserve, the
Project's rating could face additional negative pressure.

LSP's ratings could face positive rating pressure if the Project
is able to sustain improved operating performance, resolve near
term liquidity problems as well as achieve DSCR above 1.05 times
on a sustainable basis.

LSP Energy Limited Partnership is a limited partnership that owns
and operates an 837 MW combined-cycle natural gas-fired electric
generating facility located in Batesville, Mississippi.  LSP is
96% owned by Complete Energy Holdings, a privately held operator
of electric generation. Complete is headquartered in Houston,
Texas and is approximately 100% owned by individuals.  On May 12,
2008, CEH announced that the company will merge with GSC
Acquisition Company.


LYONDELL BASELL: Moody's Downgrades Rating to B3 on High Leverage
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Lyondell Basell Industries AF SCA to B3 from B1.  The ratings
on the first lien facilities have been downgraded to B1/ LGD 2(27)
and the ratings on the legacy notes of Basell and Lyondell have
been downgraded to Caa2, with various LGD rates.  LBI has
rearranged its USD 8 billion second lien facility into
USD 5.5 billion second lien facilities and USD 2.5 billion third
lien facility.  The new facilities have been rated Caa1/ LGD 5
(73) and Caa2/ LGD 5 (86) respectively.  The outlook on the
ratings remains negative.

The rating action takes into account LBI's elevated leverage and
the resulting limited financial flexibility, exacerbated by the
conditions of the current cyclical downturn and unusually high
volatility in feedstock prices.  The rating action acknowledges
the likely challenges in managing the leveraged position and
covenant compliance through a downturn in the cycle,
notwithstanding a number of cure measures that is available to the
company.

The positioning of the rating in the single-B rating category and
potential stabilization of the outlook will need to be supported
by the demonstrated availability of shareholders support and/or
accessibility of sufficient cure measures to support LBI's
compliance with covenants through a downturn in the cycle, while
the company is expected to continue managing its liquidity
position and remain at least FCF neutral in the medium term.
Should the operating performance of the company deteriorate
substantially further, Moody's may review its assumptions behind
the corporate family recovery rates.

LBI performance in the nine months of 2008 remained behind the
original expectation for the year reflecting the unprecedented
volatility in the oil prices that reduced profitability in the
Chemical and Fuels segments, while the refining business also
experienced some operational issues.  While profitability of the
Chemicals segment restored following the decline in raw material
prices in the third quarter, both olefins and polyolefins are
enduring declining volumes as a result of a broad de-stocking in
anticipation of a slowdown in demand and pending the readjustment
in prices that is likely to follow the recent decline in oil
prices.  Consequently, LBI's cash flow generation remains behind
the expectations in 2008.  Moody's estimates that LBI's
consolidated adjusted leverage is likely to exceed x6.5 times on
LTM 2008 basis, with FFO + Interest/Interest likely below x1.5
times.

In the environment of higher oil prices, LBI took proactive
measures to strengthen its liquidity.  The group arranged a
USD 750 million unsecured revolver provided by its shareholder,
and negotiated a USD 600 million extension to its asset-backed
inventory facility raised against the assets of its U.S. chemicals
and refinery businesses.  At the end of the third quarter 2008,
LBI had USD 623 million in unrestricted cash, USD 750 million
available under its USD 750 million Access Revolver, USD 119
million available under its USD 1 billion senior secured revolver,
and USD 84 million under its accounts receivable securitization
facility and its senior secured inventory-based credit facility,
after giving effect to a total minimum unused availability
requirement of $100 million under the accounts receivable
securitization facility and the senior secured inventory-based
credit facility.

These ratings are affected by this action:

  - B3 Corporate Family Rating at LyondellBasell Industries AF
    SCA;

  - B1 / LGD 2 (27) rating on the Senior Secured 1st lien
    facilities;

  - Caa1 / LGD 5 (73) rating on Senior Secured 2d lien facility at
    Lyondell Basell Finance Company;

  - Caa2 / LGD 5 (86) rating on Senior Secured 3d lien facility at
    Lyondell Basell Finance Company;

  - Caa2 / LGD 6 (94) rating on 2015 8.375% notes at Basell AF
    SCA;

  - Caa2 / LGD 6 (94) rating on 2027 8.1% notes at Basell Finance
    Company;

  - Caa2 / LGD 5 (86) rating on 2026 7.55% notes at Lyondell
    Chemical Company (Assumed by Equistar LP);

  - Caa2 / LGD 6 (94) rating on 2026 7.625% notes at Millennium
    America Inc.;

  - Caa2 / LGD 5 (86) rating on 2010 10.25% notes at Lyondell
    Chemical Worldwide, Inc.;

  - Caa2 / LGD 5 (86) rating on 2020 9.8% notes at Lyondell
    Chemical Worldwide, Inc.

Following the acquisition of Lyondell in 2007, LyondellBasell
became the world's largest independent producer of polypropylene
and advanced polyolefins products, a leading supplier of
polyethylene, and a global leader in the development and licensing
of polypropylene and polyethylene processes and related catalyst
sales.  The group is estimated to generate 2007 revenues of
USD 44 billion and EBITDA of USD 4.1 billion reflecting strong
performance of Lyondell and Basell businesses at the top of the
cycle.


MACGREGOR DEVELOPMENT: Case Summary & 19 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: MacGregor Development Company
        201 Shannon Oaks Circle, Suite 201
        Cary, NC 27511

Bankruptcy Case No.: 08-08089

Type of Business: The Debtor operates a home building company.

Chapter 11 Petition Date: November 14, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtor's Counsel: Gregory B. Crampton, Esq.
                  gcrampton@nichollscrampton.com
                  Nicholls & Crampton, P.A.
                  P. O. Box 18237
                  Raleigh, NC 27619
                  Tel: (919) 781-1311
                  Fax: (919) 782-0465

Total Assets: $23,794,523

Total Debts: $41,388,434

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
BB&T                           guaranty of over  $14,250,000
P.O. Box 27961                 Jordan LLC debt
Raleigh, NC 27611

SunTrust Bank                  guaranty of       $3,412,683
700 Spring Forest Road         Sheron Road
Suite 125                      Ventures LLC
Raleigh, NC 27609              secured debt

KB Homes                       lot purchase      $1,800,190
1155 Mt. Vernon Highway        agreement
Suite 800
Atlanta, GA 30338

Insco Dico                     surety bond       $460,000

Trisure Corporation            insurance         $21,124

Winstar Development Co. Inc.   consultant        $17,750

Thomass Judy & Tucker          audit             $15,000

Shannon Oaks Partnership       office rent       $10,116

Lunsford & Strickland PA       legal             $8,225

Alan R. Cox                                      $5,520

GMAC                           lease             $4,085

Metrostudy                     research          $3,228

Actuarial Consulting Group     consultant        $2,853
Inc.

Blue Cross Blue Shield of NC   insuance          $2,475

Manning Fulton                 legal             $2,453

Lester Stancil & Associates    Sorrel Pointe     $1,874
                               Eng,

Bruce Herber                   benefits          $2,081

Mechant's Tire & Auto Centers  repairs           $673

The petition was signed by the company's president Michael F.
Whitehead


MEHDY GHARACHEHDAGHY: Case Summary & 17 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Mehdy Gharachehdaghy
        aka Mike Gharach
        dba M & M & M Plastering
        Mahnaz Aalam
        18747 Wells Drive
        Tarzana, CA 91356

Bankruptcy Case No.: 08-19090

Chapter 11 Petition Date: November 13, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Steven M. Gluck, Esq.
                  sgluck@juno.com
                  1313 Post Avenue
                  Torrance, CA 90501
                  Tel: (818) 887-8205

Total Assets: $16,181,850

Total Debts: $13,686,706

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
First Regional Bank            bank loan;        $4,264,720
1801 Century Park East         collateral:
Los Angeles, CA 90067          $4,000,000;
                               unsecured:
                               $264,720

National City Mortage          bank loan;        $740,000
                               collateral:
                               $300,000;
                               unsecured:
                               $160,000

Farhad Salehsari                                 $325,000
11300 W. Olympic Blvd., #870
Los Angeleis, CA 90064

Devries Diversified                              $105,000

Chase Auto                      bank loan        $71,160

Dovecreek Wood Products Inc.                     $65,000

Cal Paving & Grading                             $65,000

Associated Ready Mix                             $37,145

Simon Mehrabian                                  $35,000

GMAC                            bank loan;       $23,075
                                collateral:
                                $18,000,000;
                                unsecured:
                                $5,075

Phoenix Paving Co.                               $23,000

Full Penwelding                                  $20,000

Michael M. Meshabi                               $14,500

Chase Bankcard                                   $9,700

HSBC                            bank loan        $1,313

Capital One                     bank loan        $1,143

Bally Total Fitness             bank loan        $1,058


MERVYN'S LLC: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Mervyn's LLC delivered to the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

A.   Real Property
       Capital Lease Property                        $27,820,121
       Capitalized Interest                            1,469,472
       InlandCtr                                       4,674,463
       Newark                                          6,274,881
       Florin                                          3,572,641
       Conveyer                                        1,419,694
       NDC Flow Improvement                            2,187,414
       M-324 San Jose, CA                              4,577,991
       M-323 National City, CA                         5,793,093
       M-031 Pleasant Hill Remodel                     1,131,111
       M-031 Pleasant Hill Remodel                       130,006
       M-326 Brownsville, TX                             600,426
       Drywall                                           764,100
       Ceramic Tile                                      172,770
       Drywall                                           699,520
       Ceramic Tile-Installation                         199,697
       Carpet                                            104,871
       LHI                                               739,896
       LHI                                               130,824
       Drywall                                           726,409
       Drywall                                           159,702
       Drywall                                           672,657
       Drywall                                           295,290
       2005 Application Hardware CPR                     119,325
       2006 Collage Frames CPR                           472,914
       Lightning Retroit-GE Loan                         303,296
       NDC Parking Lot Replacement                       870,932
       HVAC Units                                        292,773
       HVAC Units                                        313,529
       Ceramic Tile-Installation                         211,362
       Asphalt Paving                                    214,749
       HVAC Units                                        113,772
       Service Distribution                              302,170
       2005 Mervyn's Accessibility                       185,265
       NDC Flow Improvement                            2,187,414
       NDC Flow Improvement                              412,408
       Others                                         30,962,319

B.   Personal Property
B.1  Cash on hand
       140 Ingram                                         14,700
       142 South Pk                                       15,500
       143 Santa Fe                                       14,700
       146 San Rafael                                     15,500
       147 Montebello                                     19,800
       149 Odessa                                         14,700
       150 Lubbock                                        14,700
       153 Canoga Pk                                      14,700
       154 Chandler                                       15,500
       157 Midland                                        14,700
       165 Woodland                                       14,700
       166 Victorville                                    19,000
       167 Mira Mesa                                      14,700
       168 Huntington CT                                  14,700
       183 Turlock                                        17,800
       184 Chino                                          18,200
       185 Valencia                                       16,700
       189 Nellis Crsing                                  18,600
       193 Cerritos                                       15,100
       194 Irvine                                         14,700
       195 Escondido                                      18,600
       206 Eureka                                         14,700
       214 Moreno Valley                                  17,400
       216 Clovis                                         18,200
       217 East Hills                                     16,600
       219 Santa Maria                                    14,700
       220 Boise                                          15,900
       224 Morgan Hill                                    15,500
       225 Sunland Park                                   15,100
       226 El Cajon                                       17,400
       230 Terra Vista                                    17,400
       231 Ukiah                                          13,900
       232 Madera                                         16,600
       233 Ridgecrest                                     13,900
       234 Superstition                                   15,900
       235 Temecula                                       17,900
       236 Burbank                                        17,400
       248 Westchester                                    19,400
       249 No Fullerton                                   14,700
       250 Tulare                                         15,100
       251 Porterville                                    15,100
       261 Sctsdale PAV                                   14,700
       262 Miss Ridge PL                                  16,300
       263 Fred War Plz                                   14,700
       264 Lompoc                                         14,700
       265 Palmdale                                       15,900
       266 Anaheim Hills                                  16,300
       267 Mission Viejo                                  14,700
       268 Vacaville Com                                  15,500
       269 San Francisco                                  18,600
       270 MC Allen                                       18,600
       271 Harlingen                                      14,700
       272 N. Star Mall                                   15,100
       276 Livermore                                      15,900
       277 Hanford                                        16,200
       278 Carmel Mtn.                                    13,100
       282 Arrowhead Mal                                  16,700
       283 Sonora                                         14,700
       284 Elk Grove                                      19,400
       285 Arbor Faire                                    17,800
       288 Chula Vista                                    17,800
       289 Highland                                       15,900
       290 Silver Creek                                   14,700
       291 Foothill Ranc                                  14,700
       292 Laguna Niguel                                  14,700
       294 S Town Center                                  14,700
       296 Laredo                                         18,200
       298 Thousand Oaks                                  15,500
       310 Henderson                                      17,100
       313 Cottonwood                                     16,700
       317 Lakewood                                       19,000
       318 Reno                                           14,700
       319 S LS VGS                                       15,100
       320 Folsom                                         16,700
       321 Slatten Ranch                                  16,700
       323 Sweetwater National City                       13,000
       324 San Jose                                       15,400
       325 Crossroads Twn Cntr Gilbert                    15,100
       326 Las Tiendas Plzabrownsville                    12,300
       327 Rocklin                                        15,500
       328 Florin                                         19,000
       329 Newark                                         19,000
       330 Goodyear                                       17,500
       331 Apple Valley                                   17,900
       332 Calexico                                       18,600
       333 South Phoenix                                  17,400
       001 Southland                                      21,000
       004 Prn Plz                                        20,200
       005 Cupertno                                       17,500
       006 Pinole                                         17,800
       007 Dublin                                         18,300
       008 Napa                                           17,400
       009 Modesto                                        19,400
       010 Petaluma                                       15,500
       011 Antioch                                        15,500
       013 Campbell                                       17,100
       014 Serrmont                                       19,000
       Others                                          1,305,800
B.2  Bank Accounts
       Wachovia Bank, NA                                  86,097
       Bank of America                                 4,668,290
       Bank of America                                 1,004,041
       Bank of America                                   283,277
       US Bank                                           212,144
       US Bank                                         1,000,000
       JP Morgan Chase Bank                              461,592
B.3  Security Deposits
       Sedgwick Escrow for General Liability             100,000
       Traveler's Escrow for Worker's Com-Past Years'    231,000
       Traveler's Escrow for Worker's Com-losses          41,400
       Utility Deposit for 1240 E Main St Arizona Store   30,500
       Utility Deposit for Gas & Electric for New Store   33,890
       Utility Deposit for 1869 E Camelback Rd Co Arizona 25,104
       Deposit for Electric & Water Services-New Store    15,025
       Others                                            179,689
B.13 Business Interests and stocks
         Mervyn's Brands, LLC                         44,701,669
B.16 Accounts Receivable
       Visa/MC Receivable                              1,540,590
       Debit Card Receivable                           1,978,629
       GE Receivable                                   7,520,380
       Others                                          3,605,119
B.18 Other Liquidated Debts
       Tax Refund - Texas sales tax
        related to June 2008 activity                    197,591
       Tax Refund - Texas sales tax
        related to July 2008 activity                    256,616
B.21 Other Contingent & Unliquidated claims
       Mervyns Holdings, LLC et. al.v. Lubert-Adler
       and Klaff Partners, LP et. al.               Unliquidated
B.23  Licenses, franchises, and other intangibles
        Credit Card Program                            2,783,525
B.24  Customer lists or other compilations          Not Included
B.25  Vehicles
        Sun Acquisition-trailers                         141,862
        Sun Acquisition-trailers                          63,057
        Sun Acquisition-trailers                         158,899
        Others                                            72,161
B.28 Office equipment, furnishings and supplies
       Livermore Concept Research & D                     58,606
       M-323 National City, CA                           188,443
       M-324 San Jose, CA                                166,498
       M-325 Gilbert, AZ                                 221,426
       M-326 Brownsville, TX                             252,644
       Carpet Installation                                76,720
       Carpet Installation                                77,276
       Carpet                                             66,149
       Furnitures and Equipment                           35,563
       Furnitures and Equipment                           39,868
       Others                                        137,691,013
B.30 Inventory
       Skechers Womens                                    12,307
       Ellemenno                                          18,159
       Mens CAS Shoes                                     17,458
       Mens Nike Shoes                                    30,371
       Levi 501 PS Jean                                   33,535
       Docker Pants                                       35,370
       Mens Hanes UW                                      32,277
       Southpole                                          25,146
       7 16 Market                                        33,856
       Jansport                                           25,459
       Playtex                                            25,160
       Others                                        340,947,173
B.35 Other Personal Property
       Prepaid Rent                                   11,228,428
       Other Prepaid Expense                           5,809,201
       Prepaid Unitary Leases                          3,660,504
       Prepaid Other Insurance                         1,829,777
       Lease Acquisition Costs Net of
        Accumulated Amortization                       2,408,611
       Others                     ...

                          About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyn's has 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

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


MERVYN'S LLC: Wants to Plan Filing Period Extended Until Feb. 24
---------------------------------------------------------------
Pursuant to Section 1121(b) of the Bankruptcy Code, a debtor has
the exclusive right to file a plan of reorganization for a period
of 120 days after the Petition Date.  If a debtor files a plan
within that period, Section 1121(c)(3) provides 60 additional
days during which the debtor has the exclusive right to solicit
votes with respect to that plan.  "The purpose of the exclusive
periods is to permit debtors in possession time postpetition to
stabilize their operations, formulate a reorganization plan and
negotiate with creditors based on the theory that the debtor is
in the best position, given its knowledge of the business and the
creditor base, to propose a workable plan," Mark D. Collins,
Esq., at Richards Layton & Finger PA, in Wilmington, Delaware,
relates citing In re Clamp-All Corp., 233 B.R. 198, 207 (Bankr.
D. Mass. 1999).

Mervyn's LLC' exclusive plan filing period will expire on
Nov. 26, 2008, while their exclusive solicitation period will
expire on Jan. 26, 2009.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to extend their Exclusive Filing Period
through and including Feb. 24, 2009, and their Exclusive
Solicitation Period through and including March 26, 2009.

Mr. Collins notes that the liquidation process is only just
beginning.  "While the Debtors have acknowledged that their
estates could be administratively insolvent, [that]
administrative expense shortfall is subject to various events and
uncertainties, and could be narrowed or possibly eliminated
depending on the course of the liquidation and the value that the
Debtors are able to realize for their assets, including causes of
action.  Moreover, the DIP Agent has agreed to fund wind-down
expenses as they come due in accordance with an agreed budget,
such that, so long as receipts are in line with projections,
during the period covered by the Final Store Closing Sales, the
Debtors should be cash flow positive."

Thus, Mr. Collins says, the Debtors are seeking an extension of
their Exclusive Periods, not for purposes of delay, but rather to
provide them with the necessary time and resources to liquidate
their assets in an orderly, efficient and cost-effective process
-- a process which all constituencies agree is best served in
Chapter 11 -- and then to determine whether a liquidating plan is
achievable.

"The smooth liquidation of the Debtors' tangible assets during
the next few months is critical to maximize value for all
creditors, and could enable the Debtors to file a viable
liquidating plan.  Thus, it is necessary to extend the Debtors'
Exclusive Periods to allow these assets sales to conclude in
Chapter 11, at which point, the Debtors can further evaluate
their status in consultation with the [Official Committee of
Unsecured Creditors] and other constituents," Mr. Collins says.

                          About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyn's has 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

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


MGM MIRAGE: Fitch Assigns 'BB' Rating on $750 Mil. Senior Notes
---------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB' to MGM MIRAGE's (NYSE:
MGM) 13% $750 million senior secured notes due 2013.  MGM's 'BB-'
issuer default rating, 'BB-' senior unsecured rating, and 'B'
senior subordinated rating were affirmed.  MGM's Rating Outlook is
Negative.

The $750 million issue was priced at 93.132% on Oct. 31, 2008; a
discount that resulted in a 15% yield and net proceeds to MGM of
$687 million, which will be used to repay a portion of MGM's
$7 billion credit facility and for general corporate purposes. The
transaction is expected to close on Nov. 14, 2008.  Separately, in
October 2008, MGM received notice of a put option from
substantially all holders of Mandalay Resort Group's $150 million
7% debentures due 2036, which requires MGM to repurchase the debt
on Nov. 15, 2008.  Therefore, MGM's net increase in liquidity
after consideration of the discount and bond repurchase is $537
million.  The 'BB' senior secured note rating reflects a one-notch
differential from MGM's 'BB-' IDR, which Fitch downgraded on
Oct. 22, 2008.  The one-notch differential incorporates the
issue's first lien security interest in MGM's New York-New York
property, which generated $126 million in LTM adjusted EBITDA as
of Sept. 30, 2008.  In addition, the secured notes will be
guaranteed by all domestic subsidiaries that provide guarantees
for MGM's bank facility, senior unsecured and subordinated debt.

MGM's ability to access capital markets and enhance its liquidity
somewhat mitigates Fitch's concern regarding debt maturities of
$1.3 billion in 2009 and near-term CityCenter funding
requirements.  However, MGM's longer-term liquidity profile and
near-term operating environment remain concerns, as indicated in
'Liquidity Focus: U.S. Gaming & Lodging', dated Oct. 23, 2008, and
'Fitch Downgrades MGM's IDR to 'BB-'; Outlook Remains Negative',
dated Oct. 22, 2008.  MGM reported an 18% decline in comparable
property EBITDA in Q3'08, following a 12% decline in Q2'08.  Fitch
expects the weak operating environment in Las Vegas to continue
for at least the next few quarters.

The second phase of the $3 billion CityCenter financing still
needs to be completed, as only $1.8 billion has been finalized to
date.  MGM has an additional $1.1 billion of bond maturities in
2010, prior to $532 million of bond maturities in 2011, and the
October 2011 expiration of its $7 billion credit facility, of
which $5.7 billion was outstanding as of Sept. 30, 2008.  It is a
credit positive that MGM was able to access the capital markets in
this environment.  However, Fitch believes the adverse terms,
including the high interest cost and required collateral, indicate
that MGM's access to capital on an unsecured basis remains
extremely limited, if not effectively closed.

MGM's credit facility permits liens on assets with a fair market
value of up to 5% consolidated net tangible assets.  The lien
carveout was reduced to 5% from 10% as part of MGM's credit
facility amendment dated Sept. 30, 2008, which provided MGM with
some covenant relief, as the permitted leverage ratio was
increased to 7.5 times through the end of 2009 from 6.5x.  Fitch
calculates MGM's consolidated net tangible assets balance as of
Sept. 30, 2008 was nearly $21 billion, so it can encumber assets
with a market value of roughly $1.05 billion.  Therefore, MGM's
ability to issue additional secured debt is limited by this
issuance, the extent depending on the market value assigned to New
York-New York.  MGM's bonds contain a 15% consolidated net
tangible asset carveout, so there could be additional secured debt
capacity if terms of the credit facility were revised.  MGM's
$7 billion credit facility expires in October 2011.


MIDORI CDO: Moody's Downgrades Ratings on Four Classes of Notes
---------------------------------------------------------------
Moody's Investors Service downgraded ratings of four classes of
notes issued by Midori CDO, Ltd.  The notes affected by rating
action are:

Class Description: U.S. $6,500,000 Class A-X Secured Notes Due
2047

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: Oct. 1, 2008

Class Description: U.S. $122,500,000 Class A-1 Secured Funded
Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: Oct. 1, 2008

Class Description: U.S. $202,500,000 Class A-1 Secured Unfunded
Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: Oct. 1, 2008

Class Description: U.S. $81,500,000 Class A-2 Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: Oct. 1, 2008

Midori CDO is a hybrid collateralized debt obligation that
references a portfolio of RMBS securities in the form of credit
default swaps.

The transaction experienced on Oct. 31, 2008, as reported by the
Trustee on, an event of default caused when the Super Senior
Overcollateralization Percentage is less than 103.5%, as described
in Section 5.1(j) of the Indenture dated August 24, 2006.  This
event of default is still continuing.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.  In this regard the Trustee reports it received on
November 5, 2008 written direction from a majority of the
Controlling Class to declare the principal of all of the Secured
Notes to be immediately due and payable.  Furthermore, according
to the Trustee, holders of at least two-thirds of the Aggregate
Principal Amount of the Controlling Class and the CDS Counterparty
directed the Trustee to liquidate of the Collateral in accordance
with relevant provisions of the transaction documents.

The rating downgrades taken reflect the increased expected loss
associated with each tranche and take into account the expected
liquidation proceeds on collateral of this type.  Losses are
attributed to diminished credit quality on the underlying
portfolio.


MODERN CONTINENTAL: Will Pay $21MM in Damages From Tunnel Collapse
------------------------------------------------------------------
Modern Continental Corp. agreed to a settlement of $21 million for
damages resulting from the collapse of ceiling panels in the I-90
connector tunnel on July 10, 2006, that killed Milena Del Valle, a
passenger in a car driven by her husband, Jonathan Saltzman, at
The Boston Globe reports, citing Attorney General Martha Coakley.

The Boston Globe relates that Modern Continental earned $3.2
billion on the I-90 tunnel.

Newman Associates Inc., which sold Modern Continental the epoxy
that was supposed to secure the ceiling panels, also agreed to pay
about
$5 million in damages, The Boston Globe says, citing prosecutors.

According to The Boston Globe, Leo V. Boyle, one of the lawyers
who negotiated settlements of more than $28 million for Del
Valle's family in a lawsuit against Modern Continental and other
defendants, said that the agreed sum was substantial, considering
Modern Continental's dire financial situation.

Once the U.S. Bankruptcy Court for the District of Massachusetts
approves the settlement, the $21 million will be taken from what
the state has withheld from Modern Continental on the Big Dig
tunnel construction contracts, The Boson Globe reports.  Modern
Continental, says the report, filed legal claims seeking $95
million for work performed, but the state -? which hasn't paid the
company in about a year -- said it owes less.

As part of the settlement, Modern Continental can't perform
further work on its Big Dig tunnel project, The Boston Globe
states.  About $2 billion in performance bonds on Modern
Continental's 14 remaining contracts -- mostly maintenance,
repairs, and finish work -- will run for six years, and will be
available to the Massachusetts Turnpike Authority to pay for costs
that arise as a result of hidden defects in Modern Continental's
work, according to The Boston Globe.

Modern Continental said in a statement that it was "pleased to
have reached this global settlement, which avoids the prospect of
years of protracted litigation and believes it to be in the best
interests of all of the parties and of the Commonwealth's
citizens."

The Boston Globe reports that the settlement also involved Modern
Continental's bonding companies and resolves tens of millions of
dollars in lawsuits that the company and the Turnpike Authority
have filed against each other, including claims concerning the
cost to repair leaks in Big Dig tunnels.

Modern Continental, according to The Boston Globe, didn't admit
liability for the ceiling collapse.

The Boston Globe states that U.S. Attorney Michael J. Sullivan
brought 49 criminal charges against Modern Continental on June 20,
alleging that the firm knew that bolts were coming loose in the
ceiling of the tunnel.  The report says that Modern Continental,
if convicted, could be fined up to $24.5 million, or $500,000 for
each of the charges of:

     -- making false statements,
     -- submitting phony time and materials slips, and
     -- wire fraud, or $24.5 million in all.

                      About Modern Continental

Modern Continental Construction Co. --
http://www.moderncontinental.com/-- of Cambridge, Massachusetts
was established in 1967 when its founders, Lelio "Les" Marino and
Kenneth Anderson, earned a small contract for the construction of
a sidewalk in the town of Peabody.  Since then, the company has
blossomed into a multi-faceted organization which is highly
respected throughout the construction industry, and is ranked
among the top contractors in the country.

The company filed for Chapter protection on June 23, 2008 (Bankr.
D. Mass. Case No. 08-14558).  Harold B. Murphy, Esq., at Hanify &
King P.C., represents the Debtor in its restructuring efforts.  An
Official Committee of Unsecured Creditors has been appointed in
the Debtor's bankruptcy case.

When the debtor filed for protection from its creditors, it listed
assets of $100 million to $500 million, and debts of $500 million
to $1 billion.


MONROE CENTER: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Monroe Center II Urban Renewal Company, LLC
        720 Monroe Street, Unit C308
        Hoboken, NJ 07030

Bankruptcy Case No.: 08-32556

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Monroe Center Management, LLC                      08-27104
Monroe Center, LLC                                 08-27203

Chapter 11 Petition Date: November 14, 2008

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Christine M. Gravelle, Esq.
                  cmgravelle@mgs-law.com
                  Markowitz Gravelle, LLP
                  3131 Princeton Pike
                  Lawrenceville, NJ 08648
                  Tel: (609) 896-2660

Estimated Assets: Less than $50,000

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Montroy Anderson                                 $197,305
99 Madison Avenue
14th Floor
NY, NY 10016

Sadat Associates                                 $172,468
1545 Lamberton Rd
Trenton, NJ 08610

McManimon & Scotland LLC                         $114,809
1 Riverfront Plaza
Newark, NJ 07102

New Jersey Dep of                                89,378

MG Forge Construction                            88,627

George Langer Associates                         70,185

Excel Environmental                              54,000

Farer Fersko                                     44,932

Ecol Sciences                                    36,655

Marketing Directors                              35,000

Till Design LLC ( phase II )                     34,020

Nacamuli Associates                              33,750

Herrick                                          19,953

Marcia Barkan Associates                         18,556

I/F Tec                                          15,687

VJ Associates                                    12,500

Cahn Communications                              8,320

Walker Parking                                   6,817

TCRM Commercial Corp                             Unknown

The petition was signed by Dil Hoda, a member of the company.


MORGAN STANLEY: Moody's Pares Rating on $14.75 Mil. Notes to Ba2
----------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Morgan Stanley Managed ACES SPC AB SCDO 2007-20:

Class Description: U.S. $14,750,000 Class I Sr A Secured Floating
Rate Notes due 2017

  -- Prior Rating: A3
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Ba2

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


MORGAN STANLEY: Moody's Junks Ratings on $10 Mil. Notes From Ba1
----------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Morgan Stanley Managed ACES SPC AB SCDO Series 2007-15:

Class Description: U.S. $10,000,000 Class IIIA Secured Floating
Rate Notes due 2017

  -- Prior Rating: Ba1
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa1

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


MORGAN STANLEY: Moody's Downgrades Ratings on Two Classes of Notes
------------------------------------------------------------------
Moody's Investors Service downgraded its ratings on these notes
issued by Morgan Stanley Managed ACES SPC AB SCDO Series 2007-11:

Class Description: U.S. $20,000,000 Class IA Secured Floating Rate
Notes due 2017

  -- Prior Rating: Baa1
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Ba3

Class Description: U.S. $21,000,000 Class IIIA Secured Floating
Rate Notes due 2017

  -- Prior Rating: Ba1
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa1

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


MORGAN STANLEY: Moody's Downgrades Ratings on $240 Million Notes
----------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Morgan Stanley Managed ACES SPC AB SCDO 2007-13:

Class Description: U.S. $240,000,000 Class I SrA Secured Floating
Rate Notes due 2017

  -- Prior Rating: A3
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Ba2

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


MORGAN STANLEY: Moody's Downgrades Ratings on Various Note Classes
------------------------------------------------------------------
Moody's Investors Service downgraded its ratings on these notes
issued by Morgan Stanley Managed ACES SPC AB SCDO Series 2007-5:

Class Description: JPY 1,000,000,000 Class III SrB Secured
Floating Rate Notes due 2017

  -- Prior Rating: Ba1
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa1

Class Description: $50,000,000 Class IIIA Secured Floating Rate
Notes due 2017

  -- Prior Rating: Ba1
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa1

Class Description: $21,700,000 Class IIIF Secured Floating Rate
Notes due 2017

  -- Prior Rating: Ba1
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa1

Class Description: $15,000,000 Class IIIH Secured Fixed Rate Notes
due 2017

  -- Prior Rating: Ba1
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa1

Class Description: SGD 15,300,000 Class IIII Secured Fixed Rate
Notes due 2017

  -- Prior Rating: Ba1
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa1

Class Description: AUD 13,000,000 Class IIIJ Secured Fixed Rate
Notes due 2017

  -- Prior Rating: Ba1
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa1

Class Description: JPY 1,000,000,000 Class IV SrB Secured Floating
Rate Notes due 2017

  -- Prior Rating: Ba3
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa3

Class Description: JPY 1,000,000,000 Class IV SrD Secured Floating
Rate Notes due 2017

  -- Prior Rating: Ba3
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa3

Class Description: JPY 1,000,000,000 Class IV SrF Secured Fixed
Rate Notes due 2017

  -- Prior Rating: Ba3
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa3

Class Description: JPY 1,000,000,000 Class V SrB Secured Floating
Rate Notes due 2017

  -- Prior Rating: B2
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Ca

Class Description: JPY 1,000,000,000 Class V SrC Secured Floating
Rate Notes due 2017

  -- Prior Rating: B2
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Ca

Class Description: $100,000,000 Class VA Secured Floating Rate
Notes due 2017

  -- Prior Rating: B2
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Ca

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




MORGAN STANLEY: Moody's Junks Rating on $50 Million Notes
---------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Morgan Stanley Managed ACES SPC AB SCDO Series 2007-10:

Class Description: U.S. $50,000,000 Class IIIA Secured Floating
Rate Notes due 2014

  -- Prior Rating: Ba2
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa3

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


MORGAN STANLEY: Moody's Downgrades Ratings on Two Classes of Notes
------------------------------------------------------------------
Moody's Investors Service downgraded its ratings on these notes
issued by Morgan Stanley Managed ACES SPC AB SCDO Series 2007-6:

Class Description: JPY 100,000,000 Class I SrB Secured Fixed Rate
Notes due 2014

  -- Prior Rating: Baa1
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: B1

Class Description: JPY 300,000,000 Class IV SrB Secured Floating
Rate Notes due 2014

  -- Prior Rating: Ba3
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa3

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


MORGAN STANLEY: Moody's Junks Ratings on Two Classes of Notes
-------------------------------------------------------------
Moody's Investors Service downgraded its ratings on these notes
issued by Morgan Stanley Managed ACES SPC AB SCDO Series 2007-1:

Class Description: U.S.$45,000,000 Class IA Secured Floating Rate
Notes due 2014

  -- Prior Rating: Baa1
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: B1

Class Description: EUR7,500,000 Class IC Secured Floating Rate
Notes due 2014

  -- Prior Rating: Baa1
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: B1

Class Description: U.S.$100,000,000 Class ID Secured Floating Rate
Notes due 2014

  -- Prior Rating: Baa1
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: B1

Class Description: U.S.$40,000,000 Class IIIA Secured Floating
Rate Notes due 2014

  -- Prior Rating: Ba2
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa3

Class Description: U.S.$5,000,000 Class IVA Secured Floating Rate
Notes due 2014

  -- Prior Rating: Ba3
  -- Prior Rating Date: Oct. 10, 2008
  -- Current Rating: Caa3

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


MORRIS PUBLISHING: S&P Downgrades Corporate Credit Rating to 'CCC'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Augusta, Georgia-based Morris Publishing Group LLC to
'CCC' from 'CCC+'.  The rating outlook is negative.

At the same time, S&P revised the recovery rating on the company's
senior secured credit facilities to '2', indicating S&P's
expectation for substantial (70% to 90%) recovery in the event of
a payment default, from '1'.  The issue-level rating on the credit
facilities was lowered to 'CCC+' from 'B', reflecting the revised
recovery rating and lower corporate credit rating.

The issue-level rating on the company's subordinated debt was
lowered to 'CC' from 'CCC-', in conjunction with the lowering of
the corporate credit rating.  The recovery rating on this debt
remains at '6', indicating that lenders can expect negligible (0%
to 10%) recovery in the event of a payment default.

"The corporate credit rating downgrade reflects S&P's concern
that, even with the covenant relief provided in the most recent
executed amendment, the company will be unable to sustain its
current capital structure over the next several quarters," said
Standard & Poor's credit analyst Liz Fairbanks.

The amendment stipulates that the company's parent, Morris
Communications Co. LLC, must sign a letter of intent to consummate
a transaction that would generate sufficient funds to prepay all
loans under the credit agreement or refinance the facility.  On
its earnings call on Wednesday, the company gave no indication
that it was negotiating the sale of any assets; S&P's ratings,
therefore, do not incorporate the expectation that the company
will consummate a transaction that will generate funds to repay
the credit facility.  S&P is concerned that the company may file
for bankruptcy protection to reduce its debt outstanding.

Moreover, S&P expects that the current economic environment will
continue to exacerbate secular rates of ad revenue decline over
the next year.  S&P's ratings incorporate an expectation that
revenue and EBITDA at Morris Publishing will decline in the mid-
teens percentage area and by more than 30%, respectively, in 2009.
S&P are concerned that EBITDA at Morris Publishing will decline to
about $46 million in 2008, which would result in debt to EBITDA
(both measures adjusted for operating leases) increasing to almost
10x.  In a third amendment to its credit facility, lenders agreed
to ease financial maintenance covenant levels until the filing
date of financial statements for the quarter ending June 30, 2009,
and S&P does not expect the company to be in compliance with
covenants at that time.

The rating on Morris Publishing is based on the consolidated
credit quality of Morris Communications Co. LLC and its restricted
subsidiaries, which guarantee Morris Publishing's senior secured
credit facilities.  (Morris Publishing's subordinated notes,
however, are not guaranteed by the parent company.) Morris
Publishing accounts for the majority of Morris Communications'
cash flow.  In addition to Morris Publishing, other restricted
subsidiaries are involved in outdoor advertising and radio
broadcasting, as well as magazine, book, and specialty publishing.


MOTOR COACH: Wants Court to Set Jan. 7, 2009, as Claims Bar Date
----------------------------------------------------------------
Motor Coach Industries International Inc. and its debtor-
affiliates ask the United States Bankruptcy Court for the District
of Delaware to establish Jan. 7, 2009, as deadlines for the
Debtors' creditors to file proofs of claim.

The Debtors seek March 16, 2009, as deadline for governmental
units.

All proofs of claim must be delivered to Motor Coach claims
Processing Center c/o Kurztman Carson Consultants LLC at 2335
Alaska Avenue in El Segundo, California.


MPC COMPUTRES: Court Approves Logan and Company as Claims Agent
---------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware authorized MPC Computers LLC and its
debtor-affiliates to employ Logan and Company as claims, noticing,
and balloting agent.

The firm will:

   a) prepare and serve required notices in these cases,
      including, without limitation notice of commencement of the
      cases and the initial meeting of creditors, notice of the
      claims bar date, notice of objections to claims, and notices
      of hearings on a disclosure statement or plan of
      reorganization;

   b) prepare for filing with the clerk's office an affidavit of
      service for notices served by the firm;

   c) maintain copies of all proofs of claim and proofs of
      interest filed in these cases;

   d) maintain an official claims register by docketing all proofs
      of claims and proofs of interest in a claims database that
      include the name and address of the claimant or interest
      holder, date the proof of claim or proof of interest was
      received, claim number assigned to the proof of claim or
      proof of interest, the amount asserted in the proof of claim
      or proof of interest, and the classification of the claim;

   e) maintain a current mailing list for all entities that have
      filed proofs of claim or proofs of interest;

   f) record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and give notice of the transfers as required by
      Bankruptcy Rule 3001(e);

   g) provide balloting and solicitation services, including
      preparing ballots, producing personalized ballots and
      tabulating ballots; and

   h) provide other claim, noticing, and balloting services as may
      be requested by the Debtors or the clerk from time to time.

The Debtor will pay the firm's standard prices for its services,
expenses and supplies.  The firm will be paid an advance payment
of $5,000.

To the best of the Debtors' knowledge, the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.


NATIONAL WHOLESALE: To Liquidate Stores If It Fails to Find Buyer
-----------------------------------------------------------------
Court documents say that National Wholesale Liquidators told its
lenders that it will liquidate its stores if it doesn't find a
buyer in the next two weeks.

Chelsea Emery at Reuters relates that National Wholesale has been
trying to find a buyer since 2006.

National Wholesale cited economic slowdown and difficulty with
obtaining credit as reasons for its Chapter 11 filing, Reuters
relates.  According to court documents, National Wholesale has
received $7 million in debtor-in-possession financing from General
Electric Capital Corp GEA.N and Wells Fargo Retail Finance, which
will be used to pay for general operations.

National Wholesale, court documents state, said that it has
"agreed with the DIP lenders that they shall effectuate either a
sale or liquidation of the debtors' business on or before Nov. 26,
2008."

                     About National Wholesale

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

The company filed for Chapter 11 protection on Nov. 10, 2008
(Bankr. D. Delaware Case No. 08-12847).  Dreier LLP assists the
company in its restructuring effort.  The company listed assets of
$100 million to $500 million and debts of $100 million to
$500 million.


NORMA CDO: Fitch Downgrades & Withdraws All Classes of Notes
------------------------------------------------------------
Fitch Ratings downgrades one class and withdraws ratings on all
classes of notes issued by Norma CDO I, Ltd.  These rating actions
are effective immediately:

  -- $937,528,491 class A-1 notes downgraded to 'C/DR6' from
     'CCC/DR5' and withdrawn;

  -- $150,000,000 class A-2 notes remain at 'C/DR6' and withdrawn;

  -- $86,000,000 class B notes remain at 'C/DR6' and withdrawn;

  -- $50,000,000 class C notes remain at 'C/DR6' and withdrawn;

  -- $74,000,000 class D notes remain at 'C/DR6' and withdrawn;

  -- $63,758,133 class E notes remain at 'C/DR6' and withdrawn;

  -- $11,770,732 class F notes remain at 'C/DR6' and withdrawn;

  -- $14,713,415 class G notes remain at 'C/DR6' and withdrawn;

  -- $22,560,570 class H notes remain at 'C/DR6' and withdrawn.

Norma triggered an event of default as a result of the class A
overcollateralization ratio falling below 100% on March 10, 2008.
Fitch received the Notice of Liquidation on Aug. 4, 2008 and the
Notice of Status of Liquidation and Distribution on Oct. 6, 2008
stating that the liquidation of collateral was completed.  The
final distribution was made on Oct. 31, 2008.  The proceeds from
liquidation were insufficient to pay the Hedge Counterparties in
full.  Therefore, the rated notes did not receive any proceeds on
the final distribution date.


NORTEL NETWORKS: May Go Bankrupt Without Cash Injection
-------------------------------------------------------
Nortel Networks Corp. may have to file for Chapter 11 protection
by 2011 if it doesn't get cash injection, Vivek Shankar and John
Kipphoff at Bloomberg News report, citing RBC Capital Markets.

According to Bloomberg, RBC Capital analyst Mark Sue said that
Nortel Networks is "overwhelmed with debt and burning cash."  Mr.
Sue, says the report, cut his price target on the Nortel Network
stock to $0 from $1.50.

Bloomberg relates that Nortel Networks has lost 95% of its market
value in 2008 as clients reined in spending and switched to newer
technology from Cisco Systems Inc.  RBC Capital, according to the
report, said that Nortel Networks might have to sell its Metro
Ethernet unit, which is used to deliver Internet, TV and telephone
service, at a fraction of the intended price.  The report quoted
Mr. Sue as saying, "Assets sales couldn't have come at a worse
time.  The world moved on while Nortel was stuck in restructuring
mode."

Nortel Networks may have $1.6 billion in cash at the end of 2009,
about the amount it needs to run its business for 12 months,
Bloomberg states, citing Mr. Sue.  Nortel Networks, says the
report, has about $1 billion in debt due in 2011.

Nortel Networks said in a statement, "Cost reduction and cash
preservation are priorities, both to stabilize our financial
footing as well as to provide funds for growth investments."

Bloomberg reports that Nortel Networks said that it will lay off
about 1,300 workers.  Nortel Networks' CEO Mike Zafirovski has
laid off 18% of its workforce since taking over three years ago,
and the company has lost about $3.66 billion so far this year,
Bloomberg states.

Nortel Networks could sell its Code Division Multiple Access unit,
Bloomberg relates, citing Mr. Sue.

Too many asset sales could conflict with Nortel Networks' debt
covenants, Bloomberg reports, citing Mr. Sue.

Bloomberg states that Nortel Networks is reducing its four
business units to three and splitting up the services unit into
groups that support companies and phone carriers.  Nortel Networks
expects revenue to decline 4% this year, according to the report.

Bloomberg says that Nortel Networks expects to have $2.3 billion
in cash at the end of 2008.  The company, according to the report,
owes $4.47 billion in long-term debt.

Himanshu Shah -- founder and chief investment officer of Shah
Capital Management, which is buying Nortel Networks shares ?-
believes that Nortel Networks will be able to refinance its debt
and won't go bankrupt, Bloomberg reports.

                   About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 25, 2008,
Moody's Investors Service revised its ratings outlook for the
Nortel Networks Corporation group of companies to negative from
stable.  The group's corporate family rating was affirmed as B3 as
were the senior unsecured ratings for debt instruments issued by
Nortel and its wholly-owned subsidiaries, Nortel Networks Limited
and Nortel Networks Capital Corporation.


NORTHLAKE FOODS: Amends List of 20 Largest Unsecured Creditors
--------------------------------------------------------------
Northlake Foods, Inc. submitted to the U.S. Bankruptcy Court for
the Middle District of Florida an amended list of its 20 largest
unsecured creditors:

     Entity                        Claim Amount
     ------                        ------------
Waffle House                         $551,579
5986 Financial Drive
Norcross, GA 30071

North Star Foodservice               $410,678
(PYA/Monarch/US Foods)
P.O. Box 291427
Port Orange, FL
32129-1427

Blue Cross/Blue Shield                $90,268
of Florida
P.O. Box 105358
Atlanta, GA
30348-5358

R.C.G.I., Inc.                        $90,268
7950 Asheville Hwy.
Spartanburg, SC
29303

Sfassie Family Ltd.                   $39,473
Partnership II
5395 W. Irlo Bronson Hwy.
Orlando, FL 34746

Boswell Supply Limited                $19,838
80 W. Wieuca Road
Suite 202A
Atlanta, GA 30342

Liberty Property Trust                $18,294
P.O. Box 828438
hiladelphia, PA
19182-8438

Miller, South,                        $17,650
Milhausen & Carr, P.A.
1000 Legion Court, Suite 1200
Orlando, FL 32801

Progresss Energy                      $16,496
Florida, Inc.
P.O. Box 33199
St. Petersburg, FL
33733-8199



Gazaway, Shirley                      $16,405
Waffle Properties
4920 Hyde Court
Cumming, GA 30040

Sfassie Family Ltd.                   $15,390
Partnership III
5395 W. Irlo Bronson
Hwy.
Orlando, FL 34746

CNL APF Partners, LP                  $14,933
P.O. Box 100327
Atlanta, Ga
30384-0327

WAVANLF, LLC                          $14,566
1866 Vermack Court
Atlanta, GA 30338

Ganaway, Nick B.                      $13,317
1866 Venmack Court
Atlanta, GA 30338

Waffle House                          $12,900
5986 Financial Drive
Norcross, GA 30071

WWSPNLF, LLC                          $12,475
1866 Vermack Court
Atlanta, GA 30338

Chaistain Fields Group                $12,229
P.O. Box 880908
Port St.Lucie, FL
34988-0908

Sognier L B and                       $11,838
Wilkiemeyer A B
(Trustees)
80 W. Wieuca Road
Suite 202A
Atlanta, Ga 30342

NUCO2, LLC                            $11,457
P.O. Box 9011
Stuart, FL 34995-9011

Darling International, Inc.           $11,006
P.O. Box 552210
Detroit, MI
48255-2210

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.  In its schedules, it listed total assets
of $8,449,885 and total debts of $9,370,829.


NR GROUP: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------
Debtor: NR Group, LLC
        701 Fourth Street
        Alexandria, LA 71301

Bankruptcy Case No.: 08-81329

Chapter 11 Petition Date: November 14, 2008

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Alexandria)

Judge: Henley A. Hunter

Debtor's Counsel: Wade N. Kelly
                  1777 Ryan Street
                  P.O. Box 2065
                  Lake Charles, LA 70601
                  (337) 433-0234
                  Fax : 337-433-1274
                  Email: wnkellylaw@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 9 Largest Unsecured Creditors is
available for free at:

      http://bankrupt.com/misc/lawb08-81329.pdf


PARK VIEW INN: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Park View Inn, LLC
        350 Washington Street
        Norwell, MA 02061

Bankruptcy Case No.: 08-18684

Chapter 11 Petition Date: November 14, 2008

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

Judge: Joan N. Feeney

Debtor's Counsel: David C. Levin
                  Levin and Levin, LLP
                  875 Southern Artery
                  Quincy, MA 02169
                  (617) 471-5700
                  Fax: (617) 770-9031
                  Email: dclevin@levinandlevin.com


Total Assets: $900,000

Total Debts:  $1,019,878

A list of Debtor's 12 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/mab08-18684.pdf


PHILADELPHIA: Wants TARP Funds Due to Dire Fiscal Situation
-----------------------------------------------------------
Kris Maher and Paulo Prada at The Wall Street Journal report that
the mayors of Philadelphia, Phoenix, and Atlanta asked the
Treasury Department on Friday to allocate $50 billion of the $700
billion Troubled Asset Relief Program for infrastructure
investment to create jobs and lift local economies.

WSJ relates that the mayors also asked for loans to cover short-
term borrowing needs and to meet payroll.

According to WSJ, the mayors said in a letter to Treasury
Secretary Henry Paulson that the cities' dire fiscal situations
would result in layoffs and tax increases.  WSJ says that the
cities had a remote chance to get TARP funding.  Mr. Paulson said
on Wednesday that the focus of TARP is "to stabilize financial
institutions and strengthen the financial system," rather than to
provide assistance to state and local governments, according to
the report.

WSJ states that Philadelphia Mayor Michael Nutter is leading the
campaign for federal aid and said that the mayors are targeting
TARP because the Congress already approved the program.

Many mayors are hoping that the Congress will take some action
soon on a "stimulus package" that would include aid to cities, WSJ
relates, citing Tom Cochran, the U.S. Conference of Mayors chief.

WSJ reports that Philadelphia has a $4 billion budget for next
year, faces a $108 million shortfall -- almost half from slower
business activity and a decline in sales taxes, and the rest from
lower real-estate-transfer and wage taxes.  The report quoted the
city's budget director Stephen Agostini as saying, "Our revenues
have fallen off the table."  The report says that Philadelphia's
$4 billion pension plan covers 33,000 retirees and had losses of
more than $600 million through September 2008.

Mayor Shirley Franklin of Atlanta, according to WSJ, told city
workers that an expected shortfall of $60 million this year would
result in a hiring freeze and a 10% cut in wages and work hours of
municipal workers from December 2008 to June 2009.  The city
already laid off about 350 employees earlier this year, the report
states.

According to WSJ, Phoenix Mayor Phil Gordon said that his city is
facing a $250 million shortfall in its yearly general-fund budget
of $1.5 billion.  WSJ states that about 60% of the city's budget
comes from sales-tax revenue.  Phoenix has $250 million of
federally approved capital projects, like runway work at the
airport and local mass-transit projects, which the city government
could have already started if the money were available, the report
says, citing Mayor Gordon.


PHOENIX: Wants TARP Funds Due to Dire Fiscal Situation
------------------------------------------------------
Kris Maher and Paulo Prada at The Wall Street Journal report that
the mayors of Philadelphia, Phoenix, and Atlanta asked the
Treasury Department on Friday to allocate $50 billion of the $700
billion Troubled Asset Relief Program for infrastructure
investment to create jobs and lift local economies.

WSJ relates that the mayors also asked for loans to cover short-
term borrowing needs and to meet payroll.

According to WSJ, the mayors said in a letter to Treasury
Secretary Henry Paulson that the cities' dire fiscal situations
would result in layoffs and tax increases.  WSJ says that the
cities had a remote chance to get TARP funding.  Mr. Paulson said
on Wednesday that the focus of TARP is "to stabilize financial
institutions and strengthen the financial system," rather than to
provide assistance to state and local governments, according to
the report.

WSJ states that Philadelphia Mayor Michael Nutter is leading the
campaign for federal aid and said that the mayors are targeting
TARP because the Congress already approved the program.

Many mayors are hoping that the Congress will take some action
soon on a "stimulus package" that would include aid to cities, WSJ
relates, citing Tom Cochran, the U.S. Conference of Mayors chief.

WSJ reports that Philadelphia has a $4 billion budget for next
year, faces a $108 million shortfall -- almost half from slower
business activity and a decline in sales taxes, and the rest from
lower real-estate-transfer and wage taxes.  The report quoted the
city's budget director Stephen Agostini as saying, "Our revenues
have fallen off the table."  The report says that Philadelphia's
$4 billion pension plan covers 33,000 retirees and had losses of
more than $600 million through September 2008.

Mayor Shirley Franklin of Atlanta, according to WSJ, told city
workers that an expected shortfall of $60 million this year would
result in a hiring freeze and a 10% cut in wages and work hours of
municipal workers from December 2008 to June 2009.  The city
already laid off about 350 employees earlier this year, the report
states.

According to WSJ, Phoenix Mayor Phil Gordon said that his city is
facing a $250 million shortfall in its yearly general-fund budget
of $1.5 billion.  WSJ states that about 60% of the city's budget
comes from sales-tax revenue.  Phoenix has $250 million of
federally approved capital projects, like runway work at the
airport and local mass-transit projects, which the city government
could have already started if the money were available, the report
says, citing Mayor Gordon.


POMARE LTD: May Employ Wagner Choi as Bankruptcy Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii granted
Pomare, Ltd. permission to employ Wagner Choi & Verburgge as its
bankruptcy counsel, effective as of Oct. 2, 2008.

As the Debtor's bankruptcy counsel, Wagner Choi is expected to:

  a) advise the Debtor with respect to the requirements and
     provisions of the Bankruptcy Code, the Federal Rules of
     Bankruptcy Procedure, Local Bankruptcy Rules, United States
     Trustee Guidelines and any other bankruptcy-related law,
     rules, United States Trustee Guidelines and any other
     bankruptcy-related laws, rules or regulations which may
     affect the Debtor;

  b) assist the Debtor in an analysis of bankruptcy-related
     options and preparation of a disclosure statement and
     formulation of a Chapter 11 plan of reorganization;

  c) advise the Debtor concerning the rights and remedies of the
     estate and of the Debtor in regard to adversary proceedings
     which may be removed to, or initiated in, the Bankruptcy
     Court, and

  d) represent the Debtor in any proceeding or hearing in the
     Bankruptcy Court in any action where the rights of the estate
     Debtor may be litigated, or affected.

James A. Wagner, a partner at Wagner Choi, assured the Court that
the firm does not have any interest materially adverse to the
Debtor or its estate.  To the best of the Debtor's knowledge, the
firm qualifies as a "disinterested person" as that term is defined
in Sec. 101(14) of the Bankruptcy Code.

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

     Professional                Hourly Rate
     -----------                 -----------
     James A. Wagner, Esq.          $425
     Chuck C. Choi, Esq.            $300
     Neil J. Verbrugge, Esq.        $220
     Paralegals                      $75

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).  Alexis M.
McGinness, Esq., and Ted N. Pettit, Esq. represent The Official
Committee of Unsecured Creditors as counsel.  In its schedules,
the Debtor listed total assets of $15,825,657, and total debts of
$13,767,047.


POMARE LTD: Obtains Final Approval to Use Cash Collateral
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii granted, on a
permanent basis, Pomare, Ltd.'s request for authority to use Cash
Collateral held by Tori Richards, Ltd., Iolani Sportswear, Inc.,
and DBI Hawaii, Ltd. (collectively, "Purchase Money Secured
Creditors") through and including July 31, 2009, to pay reasonable
and ordinary operating expenses, in accordance with a revised
budget.  The Court also allowed the Debtor to exceed any
particular line item in the budget by 15%.

Tori Richards, Ltd. holds a Purchase Money Security Interest in
Hilo Hattie inventory comprised of: women's and men's apparel
bearing the Tori Richards, kahala, Nani, Pau Hana, and Hilo Hattie
marks manufactured by Tori Richards.  The book vlaue of the Tori
Richards collateral as of the Petition Date is approximately
$261,000.

DBI-Hawaii, Ltd. holds a Purchase Money Security Interest in Hilo
Hattie inventory comprised of: home products (pillows, shams,
quilts, bedspreads, etc.) bearing the DBI-Hawaii, Kenue quilts,
Mustard Seed Moments, and other marks manufactured by DBI-Hawaii,
with a book value of $55,600.

Iolani Sportswear, Ltd. asserts an interest in Hilo Hattie
inventory comprised of: women's and men's apparel bering the
Iolani Sportswear, Ltd. and Hilo Hattie marks manufactured by
Iolani Sportswear, Ltd, with a book value as of the Petition Date
of approximately $29,500.

As adequate protection for the Debtor's use of the Purchase Money
Secured Creditors' Cash Collateral, the Purchase Money Secured
Creditors are granted replacement liens having the same validity,
priority and extent as the respective Purchase Money Secured
Creditors' existing security interests in the Cash Collateral in
the Debtor's post-petition cash on hand, receivables and
inventory, together with other newly acquired assets of the
Debtor, with the same priority and extent as their existing
security interests in the Cash Collateral.

The amount secured by each Purchase Money Secured Creditor's
Replacement Lien shall be equal to any actual net diminution of
the Purchase Money Secured Creditors' interest, existing as of the
petition date, in the Debtor's assets, due to the Debtor's actual
use thereof.

With regard to post-petition deliveries of goods by the Purchase
Money Secured Creditors to the Debtor, the Purchase Money Secured
Creditors are granted post-petition purchase money security
interests in their respective Post-petiton Collateral, including
all proceeds thereof, to secure the Debtor's payment for the Post-
petition Collateral.  This security interest shall be senior to
the Post-petition liens granted to North Tustin Partners, Inc.

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.  In its schedules,
the Debtor listed total assets of $15,825,657, and total debts of
$13,767,047.


POMARE LTD: Panel May Employ Thomas T. Ueno as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Pomare,
Ltd.'s bankruptcy case asks the U.S. Bankruptcy Court for the
District of Hawaii for permission to employ Thomas T. Ueno, CPA,
as financial advisor for the Committee.

As the Creditors Committee's financial advisor, Mr. Ueno will
provide the following accounting and consulting services:

  a) analysis of the Debtor's finances, including review and
     analysis of the Debtor's financial statements:

  b) analysis of cash flow projections and review of monthly
     operating reports;

  c) analysis of the proposed business plan that includes
     assumption of the Royal Hawaiian Shopping Center lease,
     including analysis of the projections and construction costs;
     and

  d) analysis of financial consequences associated with operating
     decisions.

Mr. Ueno and his employees presently bill:

                              Hourly Rate
                              -----------
    Thomas T. Ueno               $315
    Carole Ueno                  $245
    Garret Hoe                   $225
    Yoshiro Mishina              $205

Mr. Ueno assured the Court that he neither holds nor represents
any interest materially adverse to these proceedings and that he
is a "disinterested person" as that term is defined in Sec.
101(14) of the Bankruptcy Code.

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.  In its schedules,
the Debtor listed total assets of $15,825,657, and total debts of
$13,767,047.


POMARE LTD: Panel May Employ Case Lombardi as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii granted the
Official Committee of Unsecured Creditors appointed in Pomare,
Ltd.'s bankruptcy case authority to retain Case Lombardi & Pettit
as its counsel, effective as of Oct. 29, 2008.

As the Creditors Committee's bankruptcy counsel, Case Lombardi is
expected to:

  a) advise the Committee as to its rights and duties;

  b) investigate the actions of the Debtor and assets and
     liabilities of the estate;

  c) advise the Committee in connection with negotiations and
     formulation of a plan of reorganization;

  d) consult with the Debtor concerning administration of the
     case; and

  e) perform such services as are in the interest of unsecured
     creditors.

Compensation and reimbursement for expenses are subject to further
court approval under Sec. 330 of the Bankruptcy Code and
applicable local rules and guidelines.

Ted N. Pettit, Esq., an attorney at Case Lombardi, assured the
Court that the firm represents no interest adverse to the
Committee, the Debtor or the Debtor's estate in the matters upon
which it is to be engaged and that the employment of the firm is
in the best interests of the estate.

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.  In its
schedules, the Debtor listed total assets of $15,825,657, and
total debts of $13,767,047.


POMARE LTD: Taps McCorriston Miller as Special Corporate Counsel
----------------------------------------------------------------
Pomare, Ltd. asks the U.S. Bankruptcy Court for the District of
Hawaii for authority to employ McCorriston Miller Mukai MacKinnon,
as special corporate counsel, nunc pro tunc to Oct. 2, 2008.

The Debtor wishes to retain the McCorriston Firm as special
corporate counsel for general corporate matters, contracts,
leases, and such other additional corporate and transactional
matters as designated by the Debtor.

Nancy Grekin, Esq., a partner at the McCorriston Firm, assures the
Court that the firm does not hold or represent any interest
adverse to the Debtor with respect to the matters for which the
firm is to be employed.

The McCorriston Firm will apply for compensation for services
performed for, and reimbursement of expenses incurred by the firm
on behalf of the Debtor in accordance with the provisions of the
Bankrupcy Code and will accept such compensation and reimbursement
of expenses as the Court allows.

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.  In its
schedules, the Debtor listed total assets of $15,825,657, and
total debts of $13,767,047.


RADIO ONE: Moody's Downgrades Corporate Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded Radio One, Inc.'s Corporate
Family Rating to B3 from B2 and its Probability of Default rating
to Caa1 from B2.  In addition, Moody's confirmed the Ba3 rating on
the company's senior secured bank credit facilities and downgraded
its senior subordinated notes to Caa2 from Caa1.  The rating
outlook is negative.  This concludes Moody's review initiated on
Nov. 3, 2008.

The rating downgrades reflect Moody's concerns regarding continued
softness in the company's operating performance and Moody's belief
that Radio One's revenue, cash flow and credit metrics will likely
deteriorate in the face of a further slowdown in the economy.

Moody's expects radio broadcast revenues, which are highly reliant
on cyclical advertising, to come under increasing pressure due to
the slowdown in consumer spending, its impact on corporate
profits, and the resulting cutbacks in advertising and marketing
budgets by several industries.  Moody's believes that Radio One's
revenue and cash flow could deteriorate such that debt-to-EBITDA
leverage exceeds 9.0x over the next 12-to-18 months.

The negative outlook reflects Moody's concerns regarding the
company's ability to remain in compliance with its financial
maintenance covenants over the next twelve months, especially
after the total leverage covenant steps down to 7.25x from 7.50x
in Q4 2008.  While Moody's expect the company to generate positive
free cash flow, that ability remains susceptible to likely
increased pricing should the company require a covenant waiver
and/or amendment.

Moody's has taken these rating actions:

Radio One, Inc.

  -- Corporate Family Rating: downgraded to B3 from B2

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

  -- $500 million Secured revolver: confirmed Ba3 (to LGD 2, 13%
     from LGD 2, 24%)

  -- $300 million Secured term loan: confirmed Ba3 (to LGD 2, 13%
     from LGD 2, 24%)

  -- $200 million 6 3/8% senior subordinated notes: downgraded to
     Caa2 (LGD 4, 63%) from Caa1 (LGD 5, 80%)

  -- $300 million 8 7/8% senior subordinated notes: downgraded to
     Caa2 (LGD 4, 63%) from Caa1 (LGD 5, 80%)

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

Radio One, Inc.'s rating reflects significant financial leverage
and Moody's expectation that the company will be challenged in its
ability to remain in compliance with its financial maintenance
covenants as continued weakness in the U.S. economy negatively
affects cash flow.  In addition, the rating incorporates Radio
One's soft operating performance in several of its largest markets
and Moody's expectation that debt-to-EBITDA leverage will increase
above 9.0x over the next 12-to-18 months (incorporating Moody's
standard adjustments) as margins and free cash flow continue to
come under increasing pressure.

The rating is supported, nonetheless, by the company's diverse
geographic presence (albeit tempered by concentration of 50% of
revenues in four of its markets), its complementary properties
targeting the African-American audience and meaningful proportion
of local advertising revenue.

Radio One, Inc., headquartered in Lanham, Maryland is a radio
broadcaster that primarily targets African-American and urban
listeners.  The company owns 52 radio stations located in 16 urban
markets in the U.S. Radio One also owns a publishing business,
interests in a cable/satellite network, REACH Media and Community
Connect Inc., an online social networking company.  The company
generated revenues of approximately $317 million (pro forma for
the sale of KRBV-FM in Los Angeles) for the trailing twelve months
ended Sept. 30, 2008.


SCARLET HOTELS: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Scarlet Hotels, LLC
        2227 Old Fort Parkway
        Murfreesboro, TN 37129

Bankruptcy Case No.: 08-10704

Chapter 11 Petition Date: November 14, 2008

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Debtor's Counsel: BRUCE C BAILEY
                  CHAMBLISS BAHNER & STOPHEL PC
                  TWO UNION SQ STE 1000
                  CHATTANOOGA, TN 37402-2500
                  423 757-0209
                  Fax: 423 265-9574
                  Email: bbailey@cbslawfirm.com

Total Assets: $9,052,500

Total Debts:  $4,814,061

A list of Debtor's 16 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/tnmb08-10704.pdf


REALOGY CORP: S&P Cuts Ratings to 'CC' on $500 Mil. Note Offering
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Realogy Corp. to 'CC' from 'CCC'.  In addition, S&P
lowered the rating on the company's 10.5% senior notes due 2014,
senior toggle notes due 2014, and 12.375% subordinated notes due
2015 to 'C' from 'CC'.  All ratings were placed on CreditWatch
with negative implications.

These actions follow the company's announcement that it would
offer to exchange up to $500 million of new second-lien
incremental term loans potentially for a portion of each series of
notes.  Realogy is offering to exchange term loans that represent
up to 50% of par for the 10.5% notes, up to 47% of par for the
senior toggle notes, and up to 36% of par for the 12.375%
subordinated notes.  As a result, and given S&P's previously
stated view that Realogy's ability to service its current capital
structure over the intermediate term will be challenged, S&P views
the exchanges as being tantamount to default given the distressed
financial condition of the company.  Upon consummation of the
transactions, S&P would lower the notes ratings to 'D' and the
corporate credit rating to 'SD' for selective default.  In the
event the senior toggle notes holders do not participate in the
exchange, given the acceptance priority favors participation by
the 10.5% senior notes and 12.375% subordinated notes holders, S&P
would not lower the toggle notes rating to 'D' following the close
of the exchanges.  As soon as is practical thereafter, S&P will
reassess Realogy's capital structure and assign new ratings based
on the amount of notes successfully tendered.

"It is S&P's preliminary expectation that Realogy's corporate
credit rating would be at best 'CCC' following the consummation of
the exchange transactions, as maximum cash interest savings due to
the exchanges would not meaningfully increase Realogy's ability to
service its revised capital structure over the intermediate term,"
said Standard & Poor's credit analyst Emile Courtney.  "We expect
that the issue rating on the company's existing first-lien senior
secured credit facility will remain at 'CCC+' (one notch above the
expected corporate credit rating following the completion of the
exchanges).  This rating was placed on CreditWatch because S&P
could lower it further if the exchange offers are not completed."

In addition, S&P assigned its 'CC' rating (two notches below the
expected 'CCC' corporate credit rating) to Realogy's proposed
$500 million incremental second-lien senior secured term loan
facility.  This rating was also placed on CreditWatch with
negative implications because it could be lowered if the exchange
offers are not completed.  S&P also assigned the facility a
recovery rating of '6', indicating the expectation for negligible
(0% to 10%) recovery in the event of a payment default.


SEAHAWK PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Seahawk Properties, LLC
        P.O. Box 12350
        Wilmington, NC 28405-0110

Bankruptcy Case No.: 08-07940

Chapter 11 Petition Date: November 10, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Larry E. Norman, Esq
                  Lynn@normanandgardner.com
                  Norman & Gardner
                  P. O. Box 566
                  Louisburg, NC 27549
                  Tel: (919) 496-6003
                  Fax: (919) 496-4270

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

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

A copy of the Debtor's list of largest unsecured creditors is
available for free at http://bankrupt.com/misc/nceb08-07940.pdf

The Debtor's petition was signed by AllenGardner, Jr. at Norman
and Gardner.


SIMMONS COMPANY: Talks on Forbearance Prompts S&P's Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Atlanta,
Ga.-based Simmons Company, including its corporate credit rating,
to 'CCC' from 'B-'.  At the same time, S&P revised the CreditWatch
listing to developing from negative.  S&P originally placed the
company's ratings on CreditWatch with negative implications on
Aug. 12, 2008, following the company's drawdown of its revolving
credit facility after the end of the second quarter, and
subsequently lowered the rating to 'B-' from 'B' on Oct. 22, 2008.
As of Sept. 27, 2008, Simmons had close to $1.3 billion in total
debt, including debt at its holding company, Simmons Super Holding
Co.

The downgrade follows Simmons' announcement that it is currently
in discussions with its senior lenders with respect to a
forbearance agreement related to its senior credit facility.  The
company is seeking the forbearance agreement to have more time to
negotiate an amendment to relax its financial covenants into 2010.
The company also announced that it will be delaying its earnings
release for the third quarter ended Sept. 27, 2008, pending
resolution of the amendment process.

"Although Simmons currently has adequate cash on its balance
sheet, and interest payments on its subordinated notes are not due
until Jan. 15, 2009, S&P is concerned about the difficult
operating environment that Simmons faces, as well as its ability
to obtain a waiver and bank amendment in a timely manner," noted
Standard & Poor's credit analyst Rick Joy.  If Simmons cannot
secure a covenant amendment and waiver in the forbearance period,
S&P could consider lowering the ratings further.  "If the company
successfully negotiates a waiver and amendment and restores
adequate liquidity and cushion on its financial covenants, S&P
would remove the ratings from CreditWatch and review the ratings
for an upgrade," he continued.


SITE & PIPE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Site & Pipe, LLC
        aka Site & Pipe
        aka Site & Pipe, Inc.
        6825 E. 34th Street
        Indianapolis, IN 46226
        County: Marion

Bankruptcy Case No.: 08-14302

Chapter 11 Petition Date: November 14, 2008

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: Jeffrey M. Hester
                  Tucker Hester, LLC
                  429 N Pennsylvania St Ste 100
                  Indianapolis, IN 46204-1816
                  317-833-3030
                  Fax: 317-833-3031
                  Email: jeff@tucker-hester.com

Total Assets: $4,358,846

Total Debts:  $3,547,805

A list of the Debtor's 20 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/insb08-14302.pdf


SOLOMONS HOMES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Solomons Homes and Marina, LLC
        Suite 314, 14405 Laurel Place
        Laurel, MD 20707

Bankruptcy Case No.: 08-24797

Chapter 11 Petition Date: November 11, 2008

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Janet M. Nesse, Esq.
                  jnesse@stinson.com
                  Stinson Morrison Hecker LLP
                  1150 18th Street, NW, Suite 800
                  Washington, DC 20036
                  Tel: (202) 785-9100

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

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

A copy of the Debtor's list of unsecured creditors is available
for free at http://bankrupt.com/misc/mdb08-24797.pdf

The Debtor's petition was signed by J. Hutchins Haese, Manager/
CFO.


SPANKEY'S AUTO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Spankey's Auto Sales, Inc.
        701 E. Locust Street
        Mechanicsburg, PA 17055

Bankruptcy Case No.: 08-04267

Chapter 11 Petition Date: November 14, 2008

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E Chernicoff
                  Cunningham and Chernicoff PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  717 238-6570
                  Fax: 717 238-4809
                  Email: rec@cclawpc.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.


SPARKS REGIONAL: Moody's Slashes Ratings to 'B2' on Cash Decline
----------------------------------------------------------------
Moody's Investors Service has downgraded Sparks Regional Medical
Center's bond rating to B2 from Baa3.  The bonds are issued by the
Sebastian Cnty Pub. Health Fac. Brd., AR.  The multi-notch
downgrade is attributable to a significant decline in SRMC's
unrestricted cash position following wider than expected losses in
fiscal year 2008.  At this time Moody's are renewing Moody's
Watchlist for possible downgrade.  Moody's review will focus on
actions management has taken in recent months to improve financial
performance, cash flow, and to strengthen the balance sheet.

Additionally, Moody's believes there is a significant chance that
SRMC's cash position could decline further over the coming months.
Moody's expect to conclude Moody's review within 90 days.

Legal Security: The bonds are secured by a lien on the hospital
and a gross revenue pledge of SRMC and are further secured by a
joint and several guaranty of the Sparks Health System and Sparks
Medical Foundation (an affiliated physician organization).

Interest Rate Derivatives: None

                            Strengths

* Management has implemented several operational and financial
  changes that are expected to improve operating income by as much
  as $10 million in FY 2009.  Changes include: 1) opening of an
  inpatient rehabilitation unit, 2) reduction of physician
  salaries and transformation of employed physicians to Provider
  Based Clinic model, and 3) qualifying for the 340B drug purchase
  program for FY 2009.

* Obligated group does not include Sparks Medical Foundation
  (employed physicians) which accounted for approximately $12
  million of the $16 million consolidated loss in FY 2008.  Due to
  the exclusion of the Sparks Medical Foundation from the
  obligated group, management believes it is probable that SRMC
  met its rate covenant of 1.2 times coverage.

* SRMC will curtail capital expenditures significantly in FY 2009
  to conserve cash.

* Fully funded debt service reserve fund.

                            Challenges

* Significant reduction in unrestricted cash to a current balance
  of $9.6 million (as of November 12, 2008), from a much stronger
  $50.0 million at FYE 2007.  The current level of cash translates
  into a weak 14 days cash on hand and provides very thin 15%
  coverage of debt.  The decline in cash is due to material
  operating losses in FY 2008 accompanied by high capital
  expenditures, and a billing system conversion that has tied up
  an additional $4.2 million in accounts receivable.

* Sizeable operating lease commitments of nearly $5 million
  annually (for medical office buildings, improvements to SRMC's
  information system, and other technological equipment for
  service improvement).  Conversion of operating lease commitments
  to debt equivalents stresses debt measures further.

* Significant and continued decline in surgical volumes during FY
  2008 as competition from a physician owned ambulatory surgery
  center continues to take volume away from Sparks.

* Challenging operating results in recent years, including
  negative cash flow generation in FY 2008 (-0.5% operating cash
  flow margin).

* The majority of SRMC's medical staff is employed and is
  comprised of physician practices purchased from Phycor 10 years
  ago.  Although the physicians are employed by SRMC, the medical
  departments have not traditionally operated as an integrated
  health system, which has over time, contributed to significant
  volume declines (in FY 1998 the hospital admitted 17,195
  patients, in FY 2008 only 12,776).  SRMC has implemented
  management and compensation changes to improve the operational
  and financial performance of the Medical Foundation.  The
  financial changes (including the establishment of Provider Based
  Clinics and a reduction in physician compensation) relate
  directly to reimbursement and expense and can reasonably be
  expected to improve operating results in FY 2009, if there is
  not further volume decline.  Other changes relating to
  management and culture of the Medical Foundation will take some
  time before they are effective and may not reverse the volume
  declines that are at the heart of SRMC's current challenges.

                 Recent Developments and Results

FY 2008 was a challenging year as volume declines severely
affected profitability leading to a consolidated unaudited loss of
$16.0 million (-6.6% operating margin).  Losses were most
pronounced at Sparks Medical Foundation (which employ's the
hospital's physicians and has since been renamed Sparks Clinic),
which accounted for $12.5 million of the loss.  Operating losses
at the hospital were largely due to surgical volume that was
significantly below budget while losses at the Medical Foundation
grew as a result of compensation structures that were not
completely tied to productivity.  Although inpatient admissions
were flat, outpatient surgeries declined 29.1% to 7,993 as a
physician owned ambulatory surgery center continues to draw volume
from the hospital.  Additional surgeries were lost due to
physician departures.  Consolidated operating performance was
significantly off budget, which had called for an operating loss
of $6.5 million.

Management has taken several steps to enhance SRMC's financial
performance.  The hospital has qualified for the 340B drug
purchase program, reorganized the structure of some employed
physicians by appointing new directors and organizing them as
Provider Based Clinics (essentially hospital departments) thereby
allowing them to qualify for higher reimbursement, reduced
physician expense through a salary reduction while remaining
competitive in the market, and opened a new inpatient
rehabilitation unit.  Management believes these changes could
improve operating income by as much as $10 million in FY 2009,
although SRMC is still budgeting for a consolidated loss of
$3.5 million.  These projections reflect improved reimbursement
from the Provider Based Clinics and other initiatives.

The decline in cash over the past year is a material credit
concern.  The decline was largely the result of significant
operating losses, capital spending at levels above depreciation
expense, and the build up of accounts receivable following the
conversion of the hospital's billing system and opening of the
aforementioned inpatient rehabilitation unit.  Cash currently
totals $16.8 million, although $7.8 million of that is held at the
Sparks Foundation (a subsidiary of SRMC) and is restricted.

Management reports that it can access Foundation cash if
necessary, but Moody's have not included it in Moody's analysis.
In FY 2008, SRMC also opened the Renaissance building, an
outpatient center that includes a new emergency department sized
for significantly greater visits and shelled space for future
expansion of operating rooms.  This project began in 2006 and was
funded through bond funds and fundraising.

Over the near term SRMC must work to preserve cash.  Volumes in
December and early January are typically slow as patients and
physicians take vacations.  Management believes unrestricted cash
(excluding the Foundation funds) could decline to as low as
$2-3 million over this period before the operational changes
described above generate sufficient cash flow to replenish
reserves.  At current levels, unrestricted cash provides thin
coverage at 14 days cash on hand and only 15% cash-to-debt; at FYE
2007 these levels were 78 days cash on hand and 74% cash-to-debt.
Moody's will monitor SRMC's cash position closely in the coming
months.

                             Outlook

The rating is on Watchlist for possible downgrade.  During the
Watchlist period Moody's will review management's success in
implementing its turnaround plans and monitor the balance of cash.
The rating could be downgraded further if SRMC is unable to
generate additional cash flow following its operational changes.

                 What could change the rating--UP

Rebuild of unrestricted cash and investment balances; growth in
surgeries and admissions driving an increase in revenue

                What could change the rating--DOWN

Further deterioration of cash balances; further decline in
surgeries or admissions; inability to generate higher cash flow
from operational changes; loss of physicians

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Sparks Health System
  -- First number reflects audit year June 30, 2007
  -- Second number reflects un-audited year ended June 30, 2008
  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 12,774; 12,776

* Total operating revenues: $234.3 million; $244.0 million

* Moody's-adjusted net revenue available for debt service:
  $5.0 million; ($0.4) million

* Total debt outstanding: $67.7 million; $65.0 million

* Maximum annual debt service (MADS): $6.3 million; $6.3 million

* MADS Coverage with reported investment income: 0.8 times; (0.2)
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 0.8 times; (0.1) times

* Debt-to-cash flow: 24.2 times; (25.5) times

* Days cash on hand: 78 days; 37 days

* Cash-to-debt: 74%; 38%

* Operating margin: (5.2%); (6.6%)

* Operating cash flow margin: (0.6%); (0.5%)

Rated Debt (debt outstanding as of June 30, 2008)

  -- Series 2001A; fixed rate ($55.8 million outstanding) rated B2


STEPHEN HUEFFED: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Stephen J. Hueffed
           dba La Ferme de Metras, LLC
         Amy D. Turnbull
           dba Amy D. Hueffed
         POB 274
         Doty, WA 98539

Bankruptcy Case No.: 08-46005

Chapter 11 Petition Date: November 14, 2008

Court: U.S. Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Shelly Crocker
                  Crocker Kuno LLC
                  720 Olive Wy Ste 1000
                  Seattle, WA 98101
                  206-624-9894
                  Email: scrocker@crockerkuno.com

Total Assets: $2,899,346

Total Debts: $2,743,064

A list of the Debtors' 18 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/wawb08-46005.pdf


STRUCTURED ASSET: Moody's Downgrades Ratings on 75 Tranches
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 75
tranches from 6 transactions issued by Structured Asset Securities
Corporation.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, Alt-A mortgage
loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.
The actions are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: Structured Asset Securities Corp Trust 2005-11H

  -- Cl. A1, Downgraded to Baa1 from Aaa
  -- Cl. A2, Downgraded to A3 from Aaa
  -- Cl. A3, Downgraded to Baa2 from Aaa
  -- Cl. A-IO, Downgraded to A3 from Aaa
  -- Cl. A-IO1, Downgraded to A3 from Aaa
  -- Cl. PO, Downgraded to Baa1 from Aaa

Issuer: Structured Asset Securities Corp Trust 2005-14

  -- Cl. 1-A3, Downgraded to Aa2 from Aaa
  -- Cl. 1-A4, Downgraded to Aa2 from Aaa
  -- Cl. 1-A5, Downgraded to Aa2 from Aaa
  -- Cl. 1-A6, Downgraded to Aa2 from Aaa
  -- Cl. 2-A3, Downgraded to Aa2 from Aaa
  -- Cl. 2-A4, Downgraded to Aa2 from Aaa
  -- Cl. 2-A5, Downgraded to Aa2 from Aaa
  -- Cl. 2-A6, Downgraded to Aa2 from Aaa
  -- Cl. 3-A1, Downgraded to Aa2 from Aaa
  -- Cl. AX, Downgraded to Aa2 from Aaa
  -- Cl. AP, Downgraded to Aa2 from Aaa
  -- Cl. 1-A2, Downgraded to Aa3 from Aa1
  -- Cl. 2-A2, Downgraded to Aa3 from Aa1
  -- Cl. 4-A2, Downgraded to Aa3 from Aa1
  -- Cl. B1, Downgraded to Baa3 from Aa3
  -- Cl. B2, Downgraded to B2 from A3
  -- Cl. B3, Downgraded to Ca from Baa2
  -- Cl. B4, Downgraded to C from Baa3

Issuer: Structured Asset Securities Corp Trust 2005-15

  -- Cl. 1-A2, Downgraded to Aa1 from Aaa
  -- Cl. 1-A3, Downgraded to Aa1 from Aaa
  -- Cl. 1-A4, Downgraded to Aa1 from Aaa
  -- Cl. 1-A5, Downgraded to Aa1 from Aaa
  -- Cl. 2-A2, Downgraded to Aa1 from Aaa
  -- Cl. 2-A3, Downgraded to Aa1 from Aaa
  -- Cl. 2-A4, Downgraded to Aa1 from Aaa
  -- Cl. 2-A5, Downgraded to Aa1 from Aaa
  -- Cl. 2-A7, Downgraded to Aa1 from Aaa
  -- Cl. 2-A8, Downgraded to Aa1 from Aaa
  -- Cl. 5-A1, Downgraded to Aa1 from Aaa
  -- Cl. AP, Downgraded to Aa1 from Aaa
  -- Cl. 1-A6, Downgraded to Aa2 from Aa1
  -- Cl. 2-A9, Downgraded to Aa2 from Aa1
  -- Cl. 3-A2, Downgraded to Aa2 from Aa1
  -- Cl. 4-A2, Downgraded to Aa2 from Aa1
  -- Cl. M, Downgraded to A2 from Aa2

Issuer: Structured Asset Securities Corp Trust 2005-16

  -- Cl. 1-A4, Downgraded to Baa1 from Aaa
  -- Cl. 2-A2, Downgraded to A3 from Aaa
  -- Cl. 2-A3, Downgraded to Baa1 from Aaa
  -- Cl. 3-A1, Downgraded to Aa1 from Aaa
  -- Cl. 3-A2, Downgraded to Baa1 from Aaa
  -- Cl. 4-A1, Downgraded to A3 from Aaa
  -- Cl. B1, Downgraded to B2 from Aa2
  -- Cl. B2, Downgraded to B3 from Aa3
  -- Cl. B3, Downgraded to Caa1 from Baa2
  -- Cl. B4, Downgraded to Ca from Ba1
  -- Cl. B5, Downgraded to Ca from B1
  -- Cl. B6, Downgraded to Ca from B2

Issuer: Structured Asset Securities Corp Trust 2005-17

  -- Cl. 1-A1, Downgraded to Aa3 from Aaa
  -- Cl. 1-A2, Downgraded to Aa3 from Aaa
  -- Cl. 1-A3, Downgraded to Aa3 from Aaa
  -- Cl. 1-A4, Downgraded to Aa3 from Aaa
  -- Cl. 1-A5, Downgraded to Aa3 from Aaa
  -- Cl. 1-A6, Downgraded to Aa3 from Aaa
  -- Cl. 2-A1, Downgraded to Aa3 from Aaa
  -- Cl. 3-A1, Downgraded to Aa3 from Aaa
  -- Cl. 4-A6, Downgraded to A1 from Aaa
  -- Cl. AP, Downgraded to Aa3 from Aaa
  -- Cl. 5-A2, Downgraded to A1 from Aa1

Issuer: Structured Asset Securities Corp Trust 2006-3H

  -- Cl. 1-A1, Downgraded to Aa1 from Aaa
  -- Cl. 1-A2, Downgraded to Aa1 from Aaa
  -- Cl. 1-A3, Downgraded to Aa1 from Aaa
  -- Cl. 2-A1, Downgraded to Aa1 from Aaa
  -- Cl. A-IO, Downgraded to Aa1 from Aaa
  -- Cl. PO, Downgraded to Aa1 from Aaa
  -- Cl. B1, Downgraded to Baa3 from Aa2
  -- Cl. B2, Downgraded to B3 from A2
  -- Cl. B3, Downgraded to Ca from Ba1
  -- Cl. B4, Downgraded to Ca from B1
  -- Cl. B5, Downgraded to Ca from Caa1


SUN MICROSYSTEMS: Will Lay Off Up to 18% of Workforce
-----------------------------------------------------
Don Clark at The Wall Street Journal reports that Sun Microsystems
Inc. said it will lay off 5,000 to 6,000 workers, or about 15% to
18% of its workforce.

WSJ quoted Cowen & Co. analyst Lou Miscioscia as saying, "They are
finally realizing they have to get a lot more aggressive in
bringing cost down."  According to WSJ, some analysts have been
pushing for actions like selling some or all of the company.

Sun Microsystems' restructuring, say WSJ, would cut expenses by
$700 million to $800 million per year.  The company expects total
restructuring charges between $500 million to $600 million over
the next 12 months, WSJ states.

WSJ relates that Sun Microsystems' has made these organizational
changes aimed at increasing open-source software sales:

     -- Anil Gadre will run Sun Microsystems' new "application
        platform" group;

     -- other software will come under the control of the systems
        group, led by Executive Vice President John Fowler;

     -- a third group, under Senior Vice President Dave Douglas,
        will focus on "cloud computing" that generally relates to
        computer-services delivered through the Web.

Rich Green will leave Sun Microsystems as its Executive Vice
President of Software because many of his products will be
transferred to the systems group, WSJ reports, citing the
company's CEO Jonathan Schwartz.

According to WSJ, Mr. Schwartz said that sales of another line of
machines based on a line of Sparc chips would remain Sun
Microsystems' key focus.  "We are focused on growing long-term
shareholder value," the report quoted Mr. Schwartz as saying.

                     About Sun Microsystems

Headquartered in Santa Clara, California, Sun Microsystems Inc.
(NASDAQ: JAVA) -- http://sun.com/-- provides network computing
infrastructure product and service solutions worldwide.  Sun
Microsystems conducts business in 100 countries around the
globe, including Brazil, Argentina, India, Hungary, United
Kingdom, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2008,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit and senior unsecured ratings on Santa Clara, California-
based Sun Microsystems Inc.  In addition, S&P revised the outlook
to negative from stable.

As reported in the Troubled Company Reporter on Aug. 13, 2008,
Moody's Investors Service affirmed its Ba1 corporate family rating
as well as the Ba1 rating on Sun Microsystems Inc.'s $550 million
senior unsecured notes due 2009, and revised the outlook to
negative from stable.


SUNCAL CENTURY: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: SunCal Century City LLC
                2392 Morse
                Irvine, CA 92614

Case Number: 08-17458

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
SunCal PSV LLC                                     08-17465
Raven Estates LLC                                  08-17466
Delta Coves Venture LLC                            08-17470
SunCal Torrance Properties LLC                     08-17472

Involuntary Petition Date: November 14, 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
   -----------                 ---------------      ------------
Scott Baugh                    fees                 $15,000
4070 MacArthur, N.B., CA
92660


SUNWEST MANAGEMENT: Five Star May Buy 7 Retirement Communities
--------------------------------------------------------------
Sunwest Management Inc. has reached a tentative deal with Boston-
based senior housing company Five Star Quality Care, The Oregonian
reports.

The Associated Press relates that the deal is for the acquisition
of Sunwest Management's seven retirement communities in North and
South Carolina.

The price is far short of the $56 million Sunwest Management owes
to its largest lender, GE Business Financial Services Inc., The
Oregonian states.

According to The AP, dozens of individual investors who put more
than $11 million into the retirement homes in the Carolinas are
fighting the plan in the U.S. Bankruptcy Court for the Middle
District of Tennessee.

The AP says that most of Sunwest Management's 280 retirement homes
aren't under bankruptcy, but many are struggling with the economic
downturn.

Salem, Oregon-based Sunwest Management Inc. --
http://www.sunwestmanagement.com/-- manages 275 assisted-living
facilities in 36 states.  Sunwest Management was founded in 1991
with a portfolio of three properties: two retirement communities
and one skilled nursing community.  It has a network of regional
managers that handles various services from accounting to
operations.

Sunwest Management has put 10 assisted living centers ?- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


SUPERIOR PLUS: S&P Changes Outlook to Negative; Keeps BB+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Superior
Plus L.P. to stable from negative.  At the same time S&P affirmed
all the ratings, including the 'BB+' long-term corporate credit
rating on the company.

"We base the outlook revision on what S&P view as the less severe
impact than expected of the weak U.S. housing construction market
on the construction distribution business," said Standard & Poor's
credit analyst Jatinder Mall.  "Furthermore, the chemicals
business has been performing well and shouldn't be affected by
recent softness in the pulp markets," Mr. Mall added.

The ratings on Alberta-based Superior Plus reflect the company's
dominant market position in the Canadian propane distribution
business, its product diversification, and its ability to generate
strong stable cash flows.  Offsetting these factors in S&P's
opinion are the company's high leverage and weak business risk
profile for its construction distribution and energy management
businesses.

Superior Plus is a wholly owned subsidiary of Superior Plus Income
Fund (SPIF or the fund), a limited-purpose, unincorporated trust.
The fund recently announced its intent to convert to a corporation
by the end of 2008 through a plan of arrangement with Ballard
Power Systems Inc.  Standard & Poor's takes a consolidated
approach to the ratings and focuses on the fund's consolidated
financial results.  All of SPIF's revenues and cash flows come
from Superior Plus and its subsidiaries and these cash flows
service the fund's consolidated debt, including the rated secured
debt at Superior Plus and SPIF's convertible debentures, as well
as its trust unit distributions.  The company owns and operates
four distinct business divisions: Superior Propane, the largest
propane distributor in Canada; ERCO Worldwide, a specialty
chemicals producer of sodium chlorate and chloralkali products;
Winroc, a North American construction products distributor; and
Superior Energy Management, a fixed-price natural gas and
electricity marketer.

The stable outlook reflects S&P's expectations that Superior Plus
will continue generating stable cash flows, and while debt will
increase in 2009, the cash flows in 2010 will increase as well.
The chemicals business should not be affected by the recent
softness in the pulp markets given contracted volumes, while
construction products distribution business volumes should not be
affected too severely given this business' regional
diversification.  S&P could lower the ratings if additional cash
flow generation from the Port Edwards facility does not
materialize leading to a leverage ratio of closer to 4x.  For
Standard & Poor's to upgrade the company, Superior Plus would have
to improve and sustain adjusted leverage to about 2.5x-3.0x.


SYNTAX-BRILLIAN: Taps Huron Consulting as Forensic Accountants
--------------------------------------------------------------
Syntax-Brillian Corporation and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
permission to employ Huron Consulting Services LLC as their
forensic acountants.

The firm is expected to (i) assist the Debtors' counsel in
developing factual information, accounting expertise, and
financial analysis related to certain independent audit committee
investigations; and (ii) other services as may be reasonable
requested in writing from time to time by the Debtors and the
firm.

The firm's professionals and their compensation rates are:

   Designation                 Hourly Rate
   -----------                 -----------
   managing director           $695
   director                    $540
   manager                     $440
   associate                   $320
   analyst                     $230

Jeffrey Szafran, managing director of the firm, assures the Court
that the firm is a "disintereste person" as defined in Section
101(14) of the Bankruptcy Code.


SYNTAX-BRILLIAN: Wants ACT Litigation Agreement Rejected
--------------------------------------------------------
Syntax-Brillian Corporation Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
authority to reject proposed statement of work agreement with
ACT Litigation Services Inc.

Under the agreement, ACT Litigation manges electronically store
information for the Debtors and provides related web hosting
services.  The Debtors used these services to respond information
request related to certain investigation and litigation including
the informal investigation of the Securities and Exchange
Commission.

The Debtors tell the Court that ACT Litigation's services
no long provide an efficient, cost-effective solution to manage
investigation and litigation.  The Debtor contends the rejection
of the agreement will allow the Debtors to avoid further
administrative expense claims.

A hearing is set for Dec. 8, 2008, at 11:00 a.m., to consider the
motion.  Objections, if any, are due Dec. 1, 2008, by 4:00 p.m.


TALLSHIPS FUNDING: Fitch Cuts Ratings on 4 Classes of Notes to 'C'
------------------------------------------------------------------
Fitch Ratings downgrades four classes and withdraws ratings on all
classes of notes issued by Tallships Funding, Ltd./Corp.:

  -- $683,139,946 advance swap downgraded to 'C' from 'CCC' and
     withdrawn;

  -- $239,407,529 revolving credit agreement downgraded to 'C'
     from 'CCC' and withdrawn;

  -- $357,716,917 class A-1 notes downgraded to 'C' from 'CC' and
     withdrawn;

  -- $64,587,777 class A-2 notes downgraded to 'C' from 'CC' and
     withdrawn;

  -- $50,973,806 class B notes remain at 'C', and withdrawn;

  -- $39,432,476 class C notes remain at 'C', and withdrawn;

  -- $31,009,538 class D notes remain at 'C', and withdrawn.

Tallships triggered an Event of Default as a result of the class A
Principal Coverage Ratio falling below 100% on April 3, 2008.
Fitch received the Notice of Acceleration and Liquidation on
Aug 25, 2008, and the Notice of Completion of Liquidation on
Oct. 24, 2008.  The proceeds from the liquidation were distributed
on Oct. 27, 2008 to pay taxes and fees, and interest on the
advance swap, revolving credit agreement, class A-1 and A-2 notes.

All of the notes had received a pro rata payment on the first
payment date in April 2007 that reduced their principal balance;
however, since then classes B, C and D have paid in kind,
resulting in an ending balance higher than their original
outstanding balance.


TEXAS FLANGE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Texas Flange, Inc.
        218 Park Avenue
        Odessa, TX 79761

Bankruptcy Case No.: 08-70210

Chapter 11 Petition Date: November 6, 2008

Court: Western District of Texas (Midland)

Judge: Ronald B. King

Debtor's Counsel: Michael G. Kelly, Esq.
                  mkelly@rkmfirm.com
                  P.O. Box 1311
                  Odessa, TX 79760-1311
                  Tel: (432) 367-7271
                  Fax: (432) 363-9121

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

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

A copy of the Debtor's list of largest unsecured creditors is
available for free at http://bankrupt.com/misc/txwb08-70210.pdf

The Debtor's petition was signed by Vernon Williams, President.


Theodore Reece: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Theodore J. Reece
         202 Cook St.
         Denver, CO 80206-5305

Bankruptcy Case No.: 08-27856

Chapter 11 Petition Date: November 10, 2008

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Kenneth J. Buechler, Esq.
                  Ken.Buechler@Sendwass.com
                  Ste. 2200, 1660 Lincoln St.
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: 303-296-7600

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

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

A copy of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/codb08-27856.pdf

The Debtor's petition was signed by Theodore J. Reece.


TOMMY MILLS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Tommy Ray Mills
        1138 N. Germantown Parkway No. 101332
        Cordova, TN 38016

        Ellen Mills
        11888 George R. James Road
        Eads, TN 38028

Bankruptcy Case No.: 08-31904

Chapter 11 Petition Date: November 6, 2008

Court: Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtor's Counsel: James E. Bailey, III, Esq.
                  jbailey@farris-law.com
                  Farris Mathews
                  One Commerce Square
                  40 South Main, Suite 2000
                  Memphis, TN 38103
                  Tel: (901) 259-7100
                  Fax: (901) 259-7150

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

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

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

The petition was signed by Tommy Ray Mills and Nancy Ellen Mills.


TRIBUNE CO: S&P Downgrades Ratings on Sr. Unsecured Debt Issues
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned to Tribune Co.'s
senior unsecured and subordinated debt issues its recovery rating
of '6', indicating that lenders can expect negligible (0% to 10%)
recovery in the event of a payment default.  S&P lowered the
issue-level rating on this debt to 'CC' (two notches lower than
the 'CCC' corporate credit rating on Tribune) from 'CCC' on
Nov. 11.

                           Ratings List

                            Tribune Co.

Corporate Credit Rating              CCC/Negative/--
Secured                              CCC
   Recovery Rating                    4
Unsecured                            CC
   Recovery Rating (newly assigned)   6


TROPICANA ENTERTAINMENT: Court Extends Removal Period to Dec. 3
---------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend to
April 2, 2009, the period within which they may remove civil
actions pursuant to Section 1452 of the Judiciary and Judicial
Procedures Code and Rules 9006 and 9027 of the Federal Rules of
Bankruptcy Procedure.

The Debtors' current Removal Period will expire on Dec. 3, 2008.

At this stage of their Chapter 11 cases, the Debtors have not had
an opportunity to determine conclusively which Actions they will
seek to remove, according to Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware.

Since July 9, 2008, through Oct. 31, 2008, the Debtors relate
that together with their advisors, they have focused on
addressing numerous time-critical matters, including:

   -- developing a comprehensive business plan;

   -- drafting and filing a petition with the Supreme Court of
      New Jersey for certification of their appeal regarding the
      loss of their operating license for the Tropicana Casino
      and Resort of Atlantic City, which has been granted and
      set for oral argument on November 17, 2008;

   -- communicating with the New Jersey regulatory authorities
      and the Tropicana Atlantic City conservator, Gary Stein;

   -- filing a motion to establish a process for the marketing
      and sale of their casino in Evansville, Indiana, in
      accordance with Section 363 of the Bankruptcy Code, and
      communicating with Indiana regulators regarding that
      process;

   -- reviewing and assessing unexpired real property leases to
      determine which leases to assume or reject before the
      Dec. 1, 2008 deadline; and

   -- developing a plan of reorganization.

Mr. Collins tells the Court that the Debtors and their advisors
need additional time to analyze the Actions and make the
appropriate determinations concerning their removal.

He assures the Court that the rights of parties to the Actions
will not be unduly prejudiced by the requested extension.  If the
Debtors ultimately seek to remove Actions pursuant to Bankruptcy
Rule 9027, counterparties to the Actions retain their rights to
have the Actions remanded pursuant to Section 1452(b) of the
Judiciary and Judicial Procedures Code.

                  About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.
(Tropicana Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENTERTAINMENT: NJ Commission Extends Sale until Jan. 21
-----------------------------------------------------------------
The New Jersey Casino Control Commission has extended the deadline
for the sale of Tropicana Casino and Resort of Atlantic City to
Jan. 21, 2009, according to newsday.com.

The extension gives the New Jersey Supreme Court time to hear
Tropicana Entertainment LLC's appeal, newsday reported.  Oral
arguments before the Supreme Court will begin on Nov. 17, 2008.

The state court has upheld the NJ Commission's decision to revoke
the casino's gaming license.  Tropicana Entertainment LLC is
seeking to regain control of the Tropicana Atlantic City.

According to various reports, Retired Supreme Court Justice Gary
S. Stein, appointed overseer of the Tropicana Atlantic City
casino sale, will not make further efforts to sell the casino
until the case is decided.

"Tropicana Entertainment still must submit key disclosure forms
before its request to take back operating control can even be
considered," thepressofAtlanticCity.com quoted NJ Commission
Chair Linda M. Kasserkert in a separate report.

Tropicana Entertainment will receive proceeds of the Tropicana
Atlantic City sale, if any, as part of the ruling in the loss of
its gaming license, PAC said.  Tropicana Entertainment "plans to
use the money to pay down a portion of its $2,800,000,000 debt,"
according to PAC.

                  About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.
(Tropicana Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA INN: Ct Orders Examination of High Ridge Under Rule 2004
------------------------------------------------------------------
The U.S Bankruptcy Court for the District of Nevada has ordered
the Custodian of Records of High Ridge Partners, Inc., to appear
at the law offices of Foley & Lardner LLP, at 321 North Clark
Street, Suite 2800, in Chicago, commencing Nov. 20, 2008 at 10:00
a.m., and continuing, if necessary, from time to time until
completed, and to be examined by counsel for Marshall Investment
Corp., a creditor in Tropicana Inn Investors, LLC's Chapter 11
case, and other interested parties, regarding matters affecting
the Debtor's estate, including:

  (i) documents supporting the claim of High Ridge in the Debtor's
      case, and

(ii) documents supporting Debtor's claims against Perlman Design
      Group, LLC and Jeffrey C. Stone Inc., dba. Summit Builders
      of Nevada or any of Summit's subcontractors arising out of
      services and materials provided on The Onyx condominium
      project.

                           About Onyx

Las Vegas, Nevada-based Onyx, f.k.a. Tropicana Inn Investors, LLC,
owns a 2-acre, 63-unit condominium project.  The $28 million mid-
rise project was announced in 2005 as an affordable alternative to
the high rises that were being constructed near the Strip.  Units
at Onyx ranged from 740 square feet to 2,300 square feet and were
priced from $400,000 to more than $900,000.

The company filed for Chapter 11 protection on Aug. 4, 2008
(Bankr. D.Nev. Case No. 08-18719).  David E. Doxey, Esq., and
David J. Winterton, Esq., at David J. Winterton & Assoc., Ltd.
represent the Debtor as counsel.


TUBE CITY: S&P Puts 'B+' Corporate Rating on Negative Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Glassport, Pennsylvania-based
Tube City IMS Corp. on CreditWatch with negative implications.

"The CreditWatch listing reflects S&P's concerns regarding Tube
City's operating performance and cash flow generating ability for
the remainder of 2008 and full-year 2009," said Standard & Poor's
credit analyst Maurice Austin.  "Given the current economic
environment and contraction of the U.S. steel market, S&P is
concerned that profitability will meaningfully decline."

Despite a recent commitment from its equity sponsor, Onex Partners
II, to make an investment of up to $50 million in the aggregate to
shore up liquidity, the company's credit profile may be inadequate
to support the current rating.

In resolving the CreditWatch listing, S&P will meet with
management and will evaluate Tube City's near-term operating and
financial strategies in light of the recent downturn in global
steel production.


VANGEANT INC: S&P Holds 'B+' Rating & Changes Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Arlington, Virginia-based Vangent Inc. to stable from
negative.  At the same time, Standard & Poor's affirmed its
ratings on the company, including the 'B+' corporate credit
rating.

"The outlook revision is a result of moderate improvement in
leverage and continued solid performance at the company," said
Standard & Poor's credit analyst David Tsui.  "The ratings on
Vangent reflect its relatively modest position in a fragmented
government IT industry, highly leveraged financial profile, and
concentrated customer base."  These negative factors are offset
somewhat by the firm's established niche market position in a
favorable government IT outsourcing industry and fairly stable
revenue base from long-term contracts.

Continued consolidation within the government IT industry has left
Vangent facing many larger competitors with greater financial
resources and broader technical capabilities as the company
competes for new contracts.  Vangent's ability to maintain its
currently strong win rate on re-compete contracts will be
important as it faces increasingly competitive bidding.

Vangent has a relatively modest presence in the highly competitive
and consolidating government IT services market and a concentrated
customer base.  The company focuses on the U.S. Department of
Health and Human Services, the Department of Education, and the
Department of Labor, and its top 10 customers constitute about 70%
of total revenues.  However, partially offsetting these factors
are a predictable revenue stream based on embedded customer
relationships, the expectation that government-related IT
outsourcing services business will remain fairly solid over the
intermediate term, and a significant contract backlog.  As of
Sept. 30, 2008, the company had approximately $1.6 billion of
total backlog, or 3x its current revenue level.

Revenues for the 12 months ended Sept. 30, 2008, were
$548 million, up 13% from the same period of last year, due to new
contract awards from government agencies and an increase in
prescription drug enrollment volume under continuing Medicare-
related outsourcing contracts.

The outlook is stable, reflecting good revenue visibility from
long-term contracts and a strong contract backlog.  S&P could
revise the outlook to negative if Vangent experiences any loss of
significant contracts or fails to maintain its current
profitability level, leading to leverage returning to the mid-6x
level.  While unlikely in the near term, S&P could revise the
outlook to positive if Vangent continues to lower debt and is able
to sustain debt leverage at the 4x level as the company continues
to improve its new contract win rate and, at the same time,
maintain its win rate on re-compete contracts, leading to stable
cash flow generation for debt reduction.


VERSANT PROPERTIES: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Versant Properties, LLC
                225 East Worthington Ave, Suite 102
                Charlotte, NC 28203

Case Number: 08-10930

Petitioning Creditors:

(1) Civil Design Concepts, P.A.
    200 Swannanoa River Road
    Asheville, NC 28805

    Counsel: Armistead M. Long, Esq.
             Van Winkle, Buck, Wall, Starnes & Davis
             11 N. Market Street
             P.O. Box 7376
             Asheville, NC 28802
             828-258-2991
             Fax: 828-257-2767
             Email: along@vwlawfirm.com

(2) Haynes Electric Utility Corporation
    P.O. Box 16589
    Asheville, NC

    Counsel: Armistead M. Long, Esq.
             Van Winkle, Buck, Wall, Starnes & Davis
             11 N. Market Street
             P.O. Box 7376
             Asheville, NC 28802
             828-258-2991
             Fax: 828-257-2767
             Email: along@vwlawfirm.com

(3) Huntley Construction Co.
    121 Charlotte Highway
    Asheville, NC 28803

    Counsel: T. Douglas Wilson, Jr., Esq.
             McGuire, Wood & Bissette, P.A.
             P. O. Box 3180
             Asheville, NC 28802-3180
             (828) 254-8800

(4) APAC-Atlantic, Inc.
    1188 Smokey Park Highway
    Candler, NC 28715

    Counsel: Douglas J. Tate
             McGuire, Wood & Bissette, P.A.
             P. O. Box 3180
             Asheville, NC 28802
             (828) 254-8800
             Email: dtate@mwbavl.com

Involuntary Petition Date: November 14, 2008

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

  Petitioners                 Nature of Claim      Claim Amount
  -----------                 ---------------      ------------
  Huntley Construction        Contract               $2,757,120
  APAC-Atlantic               Contract                  783,088
  Civil Design Concepts       Contract                  166,062
  Haynes Electric Utility     Contract                  103,589


VIRGIN MOBILE: Cuts 10% of Workforce in New Jersey and California
-----------------------------------------------------------------
Virgin Mobile USA will eliminate approximately 45 positions in its
New Jersey and California offices, which represents approximately
10% of its workforce.

In a memo to employees on Nov. 17, Virgin Mobile USA's CEO Dan
Schulman explained that the company had identified continued
synergies associated with the transition of IT services to IBM and
the acquisition of Helio.

"We have assessed the status of the company post-integration and
have identified some remaining duplication of assignments.  Our
intent is to expand our investment in both our prepaid and new
postpaid business and, in order to do so profitably, we must
continue to identify opportunities to reduce operating costs
across all areas.  Virgin Mobile USA is well positioned to weather
these tough times and build our business in 2009.  Our value
proposition and wide range of products and services are more
relevant than ever in an environment where consumers are looking
for value and flexibility," Mr. Schulman said.

Virgin Mobile USA also said on Friday that John Feehan, its
current CFO who had previously announced intentions to leave the
Company this month, will be continuing in his role.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

According to Virgin Mobile's unaudited balance sheet on Sept. 30,
2008, the company has $395,989,000 in assets, $695,081,000 in
liabilities and $355,482,000 stockholders' deficit.


WYNN RESORTS: Amendment to $1-BB Loan Won't Affect S&P 'BB' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' corporate
credit rating and stable outlook on Las Vegas-based Wynn Resorts
Ltd. and its wholly owned subsidiary, Wynn Las Vegas LLC (jointly
"Wynn"), would not be affected by the amendment to its $1 billion
senior unsecured term loan (issued by Wynn Resorts Ltd.) announced
on Nov. 13, 2008.  The amendment permits the repurchase of up to
$650 million principal value of its term loan.  In addition, the
company's plans to issue up to 9.2 million shares of common stock
at a price of $43.50 per share, the proceeds of which could be
applied toward the repurchase of the term loan debt.

According to the terms of the amendment, the company has the
option to conduct a Dutch tender auction to be completed on or
before March 31, 2009.  This would represent up to 13% of Wynn's
total consolidated debt as of Sept. 30, 2008.  Although this
transaction could result in Wynn redeeming a portion of its bank
debt at less than par, which, in S&P's opinion, diverges from the
original obligation terms, S&P acknowledge that the company will
be voluntarily making these payments with excess liquidity,
including proceeds from the planned public offering of common
stock, and that lenders are not obligated to accept.  In addition,
S&P assumes specific lenders that choose to accept are most likely
doing so for their own liquidity needs in the currently tight
credit environment, as they could potentially have commitments to
other, less liquid deals.

In addition to proceeds from the issuance of new common stock,
Wynn had approximately $1.7 billion of cash on its balance sheet
as of Sept. 30, 2008, although a substantial portion is earmarked
for ongoing developments in Las Vegas and Macau.  In addition,
nearly $500 million remains available under a revolving credit
facility at its Macau subsidiary.  While consolidated leverage
was 6.5x as of Sept. 30, 2008, S&P expects that, notwithstanding
currently challenging market conditions in both Las Vegas and
Macau, Wynn is near its peak leverage, and that credit measures
will improve over the intermediate term, helped, in part, by the
opening of Encore next month.


* Fitch Provides Update on Recent Gaming Liquidity Trends
---------------------------------------------------------
Since Fitch Ratings published its sector liquidity report on
Oct. 23, 2008, most companies have reported Q3'08 results and
there have been some notable liquidity-related events.

In its Oct. 23, 2008 report, Fitch indicated that the most
concerning liquidity profiles amongst corporate gaming operators
in the review included Trump Entertainment Resorts, Inc., Station
Casinos, Inc., Las Vegas Sands Corp. and MGM MIRAGE.  All of these
gaming operators addressed liquidity concerns to some degree in
the last few weeks, which Fitch discusses:

  -- MGM issued $750 million of senior secured notes;

  -- LVS raised $2.1 billion of equity/junior capital;

  -- Trump revised terms of the Trump Marina sale;

  -- Station noted it is in discussions to revise its credit
     facility covenants.

As expected, Q3'08 industry wide operating results were very weak,
and indications of forward trends support Fitch's view that the
soft operating results are likely to persist for at least the next
few quarters.  While anecdotal evidence indicates that early Q4'08
trends are tracking slightly better than September 2008, September
2008 was likely one of the worst months the industry has
experienced.  In addition, while it is a credit positive that MGM
and LVS were able to access the capital markets and improve their
liquidity profiles, the terms and costs associated with both
transactions were highly unfavorable, in Fitch's view.  Fitch's
concerns regarding Trump and Station did not center around access
to capital.  Rather, Trump's outlook relies on closing the Trump
Marina sale, while Station's outlook relies on successful
negotiations with its bank lenders.

   * MGM: Near-term liquidity improvement, long-term concern
          remains:

MGM priced a $750 million senior secured note issue at 93.132% on
Oct. 31, 2008, a discount that resulted in a 15% yield and net
proceeds to MGM of $687 million.  The transaction is expected to
close on Nov. 14, 2008.  Separately, in October 2008, MGM received
notice of a put option from substantially all holders of Mandalay
Resort Group's $150 million 7% debentures due 2036, which requires
MGM to repurchase the debt on Nov. 15, 2008.  Therefore, MGM's net
increase in liquidity after consideration of the discount and bond
repurchase is $537 million.

MGM's ability to close the transaction and enhance its liquidity
somewhat mitigates Fitch's concern regarding debt maturities of
$1.3 billion in 2009 and near-term CityCenter funding
requirements.  However, MGM's longer-term liquidity profile and
the weak near-term operating environment remain concerns.  MGM
reported a decline in comparable property EBITDA of 18% in Q3'08,
following a 12% decline in Q2'08.  Fitch expects the weak
operating environment in Las Vegas to continue for at least the
next few quarters.

It is a credit positive that MGM was able to access the capital
markets in this environment.  However, Fitch believes the adverse
terms, including the high interest cost and required collateral,
indicate that MGM's access to capital on an unsecured basis
remains extremely limited, if not effectively closed.  MGM's
ability to issue additional secured debt is limited by this
issuance, the extent depending on the market value assigned to
collateral, which is the New York-New York property.

   * LVS: Capital raise averts near-term covenant violations;
          suspension of projects reduces longer-term capex:

LVS took the most aggressive action to enhance its liquidity
position, as its needs were more immediate due to potential
covenant violations on its credit facility in upcoming quarters.
In order to maintain compliance with its U.S. credit facility, on
Sept. 30, 2008 LVS used a $475 million investment by Chairman and
CEO Sheldon Adelson to reduce net debt at Las Vegas Sands LLC, its
U.S. subsidiary.  In addition, it used a $50 million EBITDA 'true-
up', or equity cure, which has the effect of increased adjusted
EBITDA for the purposes of the calculation, an option that can be
used for only two consecutive quarters until the leverage covenant
is satisfied.  However, the true-up by itself would not have been
sufficient to maintain compliance, and given the continued
operating pressure in Las Vegas, the company needed additional
capital.

As a result, LVS raised an additional $2.1 billion of
equity/junior capital at heavily discounted levels, including
another $525 million from Adelson, which will significantly
improve the company's liquidity profile.  The transaction is
expected to close on Nov. 14, 2008 and was approved without
shareholder approval pursuant to an exception in the NYSE's
shareholder approval policy, indicating that a delay caused by
securing shareholder approval would seriously jeopardize the
ability to complete the offerings and the financial viability of
the company.

In addition, LVS significantly pulled back on development plans in
both the U.S and Macau.  In the U.S. it suspended its St. Regis
condo tower in Las Vegas indefinitely and scaled back on the Sands
Bethlehem project in Pennsylvania that is expected to open in
2Q'09.  In Macau, LVS is significantly slowing development on the
Cotai Strip, including suspending developments of sites five and
six.  The company will proceed with its Singapore development,
which will be fully funded with existing availability under its
Singapore bank facility and the additional capital.

In Fitch's view, the capital infusion alleviates near-term
concerns regarding a covenant violation on its U.S. bank facility,
which is cross defaulted with its US airplane financing and U.S.
notes.  In addition, although it will be spending a significant
amount of capital just to mothball projects in the near-term, by
meaningfully reducing longer-term capital expenditures and
reducing the scope of some projects, LVS has accelerated its
ability to self-fund a portion of its development plans.  Coupled
with limited debt maturities until portions of the Macau credit
facility come due in 2011, LVS' actions greatly increase its
financial flexibility.  However, Fitch continues to be concerned
regarding the Las Vegas operating environment in 2009, which will
be very challenging for LVS, given the economic environment and
the imminent opening of Wynn's Encore property.

   * TRUMP: Overall profile remains dependant on closing the Trump
            Marina sale:

Fitch continues to believe that near-term stabilization of Trump's
weak liquidity profile is highly dependent on the completion of
the Trump Marina sale to Coastal Development, LLC and the success
of the Chairman Tower at the Taj Mahal.

On Oct. 28, 2008, the deadline for Coastal to provide financing
commitments to Trump, the parties mutually amended the Trump
Marina purchase agreement.  The purchase price was revised to
$270 million from $316 million with no provision for a decrease
based on property performance, a termination date of May 28, 2009
was set, and the purchase deposit was increased to $17 million, of
which $15 million has been released to Trump.  In Fitch's view,
the amended agreement provides more time for financial markets to
improve, which could provide greater ability to close the
transaction.

Trump expects to draw the remaining $25 million available on its
credit facility in Q4'08 to help fund the completion of the
Chairman Tower.  After fully drawing on the credit facility, Trump
will have little to no access to committed external funds.  Since
the Chairman Tower's partial opening on Labor Day, the Taj has
outperformed the market on a revenue basis, which is positive.
However, given Trump's heavy debt load and the expected operating
pressure in Atlantic City over the next 12 months, it is crucial
for Trump to close the Trump Marina sale in order to avoid a
restructuring, in the absence of another transaction, in Fitch's
view.

   * STATION: Outlook relies on successful negotiation with banks:

The company needs to amend its bank facility financial covenants
(outlined in Fitch's Oct. 23 report), as it will likely not be in
compliance as of Dec. 31, 2008.  As such, Station noted it is
currently negotiating with lenders, but if it can not reach a
successful resolution, it would result in an event of default.
In addition, Fitch remains concerned regarding Station's ability
to generate cash on an operating basis after maintenance capex,
given the continued deterioration in the Las Vegas locals market
and the heavy debt load from its LBO transaction.  Adjusted EBITDA
in Q3'08 declined 13%, which was worse than the 11% declines
experienced in Q1'08-Q2'08.  Early Q4'08 revenue declines were
greater than Q3, likely due to increased competition, as Fitch
outlined in its Oct. 23, 2008 report.  While the Nov. 11, 2008
opening of the 50%-owned Aliante Station will help operating
performance, it will likely cannibalize Santa Fe Station's results
to some degree.


* Moody's Cuts Ratings on 3 Tranches From Two Transactions
----------------------------------------------------------
Moody's has downgraded three tranches from two transactions backed
by recreational vehicle loans.  The two transactions include the
CIT RV Trust 1999-A and the SSB RV Trust 2001-1.  The rating
actions reflect higher than expected losses and continued
deterioration of performance.

As a result of the losses incurred to date, the CIT RV Trust
1999-A transaction is undercollateralized by approximately
$13,687,090 and the Certificates are accruing interest shortfalls.
The Class B notes and Certificates of this transaction were
previously downgraded on July 11, 2006, to B2 from Ba2 and Ca from
Caa1 respectively.

As a result of the losses, the reserve fund in the SSB RV Trust
2001-1 transaction has decreased to $46,684 and will likely be
fully depleted in the short term.  The Class C and Class D notes
of this transaction were previously downgraded on Aug. 29, 2005 to
A3 from A2 and Ba3 from Baa3 respectively.

Complete rating actions are:

  -- Issuer: CIT RV Trust 1999-A
  -- Class B, Downgraded to Caa2 from B2
  -- Certificates, Downgraded to C from Ca

Issuer: SSB RV Trust 2001-1

  -- Cl. D, Downgraded to Ca from Ba3


* PBGC Reduces FY08 Deficit to $10.7 Billion
--------------------------------------------
WASHINGTON? The Pension Benefit Guaranty Corporation ended fiscal
year 2008 with its overall deficit reduced by nearly $3 billion,
according to the agency's Annual Management Report submitted to
Congress today.

The PBGC's insurance program for single-employer pension plans
reported a deficit of $10.7 billion, a $2.4 billion improvement
over last year's $13.1 billion shortfall. The deficit of the
insurance program for multiemployer pension plans was cut in half
to $473 million, a $482 million improvement from the $955 million
deficit reported a year earlier.

"The PBGC's lower deficit is good news, although it is important
to remember that the deficit number is only a snapshot of where we
stood on September 30," said Director Charles E.F. Millard.
"Successful negotiations with companies in bankruptcy protected
workers' pensions and sliced hundreds of millions of dollars in
liabilities off our books.  Favorable interest rate changes
reduced liabilities, and our careful stewardship of the PBGC's
investments limited losses to 6.5 percent of assets.

Although the current turbulence in our economy will mean a
challenging environment in 2009, the PBGC has the resources to
meet its commitments to America's retirees for many years to
come."

The decline in the deficit in the single-employer program was
primarily due to a $7.6 billion actuarial credit from a favorable
change in interest factors, $1.4 billion in premium income,
credits of $826 million from completed and probable terminations
and $649 million in favorable actuarial adjustments. These amounts
were offset by investment losses of $4.2 billion and a $3.4
billion actuarial charge to passage of time. Total return on
invested funds was -6.5 percent.

As of September 30, the single-employer program reported assets of
$61.6 billion and liabilities of $72.3 billion. The Employee
Retirement Income Security Act of 1974 (ERISA), which established
the PBGC, explicitly says that the United States government does
not stand behind these liabilities.

The single-employer program posted premium income of about $1.40
billion in 2008, a slight decrease from $1.48 billion in 2007.
Congress currently has authority for setting the premium rates
companies pay to the PBGC. To help the PBGC attain solvency and
pay benefits to future retirees, the Administration has proposed
granting the Corporation the ability to set premiums, just as
private-sector insurers do.

In 2008, no new large pension plans were classified as probable
losses on the PBGC balance sheet. The Annual Management Report
also shows the PBGC's potential exposure to future pension losses
from financially weak companies decreased to $47 billion, compared
to $66 billion in 2007.

During the year, the single-employer program took in 67 newly
terminated pension plans. The program is directly responsible for
the benefits of about 1.2 million workers and retirees in 3,850
pension plans. Overall benefit payments remained relatively flat
at $4.3 billion from 2007 to 2008. The program insures the
pensions of 33.8 million Americans in about 27,900 ongoing plans
sponsored by private-sector employers.

PBGC's separate insurance program for multiemployer pension plans
has about $1.3 billion in assets to cover about $1.8 billion in
liabilities. The PBGC does not become trustee of multiemployer
plans, but instead offers financial assistance to insolvent plans.
In 2008 such assistance totaled $85 million to 42 plans. Overall,
the multiemployer program insures the pensions of more than 10
million Americans in some 1,500 plans.

PBGC's financial statements are prepared in accordance with
accounting principles generally accepted in the United States of
America. The financial statements for fiscal year 2008 received an
unqualified audit opinion for the 16th consecutive year. Clifton
Gunderson LLP performed the audit under contract with the
Corporation's Inspector General, who oversees the audit.

PBGC is a federal corporation created under ERISA. It currently
insures the basic pension benefits of almost 44 million American
workers and retirees in more than 29,000 private-sector defined
benefit pension plans. The Corporation receives no funds from
general tax revenues. Operations are financed largely by insurance
premiums paid by companies that sponsor pension plans and by
PBGC's investment returns


* S&P Comments on Freddie Mac's $25.3 Billion Third-Quarter Loss
----------------------------------------------------------------
Freddie Mac reported a sizable $25.3 billion loss in third-quarter
2008 primarily due to a noncash charge of $14.3 billion related to
its establishment of a partial valuation allowance for its
deferred tax-asset.  Other sizeable charges in the quarter include
$9.1 billion of security impairment charges taken on its nonagency
mortgage-backed securities and sizeable credit-related expenses
totaling $6 billion.  This quarterly loss, although significant,
will not at this time lead Standard & Poor's Ratings Services' to
change its ratings on Freddie Mac's 'AAA/A-1+' senior debt, 'A'
subordinated debt, or 'C' preferred stock, due to S&P's assessment
of Freddie Mac's current operation under a regulatory
conservatorship.

The establishment of the valuation allowance for the deferred tax
asset reflects the high degree of uncertainty surrounding Freddie
Mac's earnings as it operates under conservatorship.  S&P believes
that Freddie Mac's business plan while under conservatorship will
be geared primarily to fulfilling its public policy role of
providing mortgage liquidity to the U.S. housing markets.  With
this as its main business focus, S&P believe Freddie Mac's core
profitability metrics will suffer and any initiatives to improve
its core earnings will be of secondary importance.  The remaining
deferred tax asset represents the tax effect of unrealized losses
on available for sale securities, since Freddie Mac has the intent
and the ability to hold these securities until maturity.

Credit-related expenses were high compared with prior periods due
to the allocation of $6 billion to the loan-loss provision as the
guaranteed mortgage portfolio continues to show credit
deterioration.  Delinquencies are higher, and losses on the
disposition of foreclosed properties are now trending higher as
well.  S&P expects Freddie Mac's net credit losses will peak in
2009 and that they will be twice as high as 2008's net credit
losses.

In S&P's opinion, this sizeable GAAP (generally accepted
accounting principles) loss in the quarter has severely impaired
Freddie Mac's capital position, as it ended the quarter with a
capital deficit of $13.79 billion.  Under Freddie Mac's Senior
Preferred Stock Purchase Agreement with the U.S. Treasury, the
Director of the Federal Housing Finance Agency has submitted a
request to the Treasury under the purchase agreement in the amount
of $13.8 billion, which will allow for the maintenance of a
positive GAAP net worth position.  This will be Freddie Mac's
first request for senior preferred stock under the Treasury's
senior preferred stock purchase program.


* S&P Downgrades Ratings on 60 Tranches From 20 Hybrid CDO Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 60
tranches from 20 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 28 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P placed three ratings from two transactions on CreditWatch with
negative implications.  In addition, S&P affirmed one rating from
MKP CBO IV Ltd. and removed it from CreditWatch with negative
implications.  The ratings on 27 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 60 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $6.219 billion.  Sixteen of the 20 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.  Three of the 20 affected 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.  The other transaction is a CDO of CDOs that was
collateralized at origination primarily by notes from other CDOs,
as well as by tranches from RMBS and other SF transactions.  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
Independence I CDO Ltd., Independence II CDO Ltd., and Stack
2004-1 Ltd. and has left the ratings at their current levels based
on the current credit support available to support the tranches.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered S&P's ratings on 4,024 tranches from 897 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, 1,054 ratings from 442 transactions
are currently on CreditWatch with negative implications for the
same reasons.  In all, S&P has downgraded $479.494 billion of CDO
issuance.  Additionally, S&P's ratings on $12.584 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
-----------               -----      --             ----
Acacia CDO 10, Ltd.       A-1        BBB-/Watch Neg A+/Watch Neg
Acacia CDO 10, Ltd.       A-2        B+/Watch Neg   BBB+/Watch Neg
Acacia CDO 10, Ltd.       B          CCC+           BB+/Watch Neg
Acacia CDO 10, Ltd.       C          CC             B-/Watch Neg
Acacia CDO 7 Ltd          A          AA+/Watch Neg  AAA
Acacia CDO 7 Ltd          B          A-/Watch Neg   AA
Acacia CDO 7 Ltd          C          BBB/Watch Neg  A
Acacia CDO 7 Ltd          D          B+/Watch Neg   BBB
Acacia CDO 7 Ltd          E          CCC            BB
Bleecker Structured       A-1        B-/Watch Neg   B-
  Asset Funding Ltd.
Bleecker Structured       A-2        B-/Watch Neg   B-
  Asset Funding Ltd.
CAMBER 3 plc              S          A/Watch Neg    AA-/Watch Neg
CAMBER 3 plc              A-1        BB/Watch Neg   BBB/Watch Neg
CAMBER 3 plc              A-2        BB-/Watch Neg  BBB-/Watch Neg
CAMBER 3 plc              B          CC             CCC/Watch Neg
Dunhill ABS CDO Ltd       A-2        BBB-/Watch Neg AA/Watch Neg
Dunhill ABS CDO Ltd       B          CC             CCC/Watch Neg
Fort Point CDO II Ltd.    A-1        BBB/Watch Neg  AA-/Watch Neg
Fort Point CDO II Ltd.    A-2        CC             B-/Watch Neg
Fort Sheridan ABS CDO Ltd A-1        B+/Watch Neg   A+/Watch Neg
Fort Sheridan ABS CDO Ltd A-2        CCC            BBB+/Watch Neg
Fort Sheridan ABS CDO Ltd B          CC             BB-/Watch Neg
Fort Sheridan ABS CDO Ltd C-1        CC             CCC-/Watch Neg
Fort Sheridan ABS CDO Ltd C-2        CC             CCC-/Watch Neg
Fort Sheridan ABS CDO Ltd C-3        CC             CCC-/Watch Neg
Galleria V Ltd            A-1        A+/Watch Neg   AAA/Watch Neg
Galleria V Ltd            A-2        A+/Watch Neg   AAA/Watch Neg
Galleria V Ltd            B          BB-/Watch Neg  BBB+/Watch Neg
Galleria V Ltd            C-1        CCC-           CCC/Watch Neg
Galleria V Ltd            C-2        CCC-           CCC/Watch Neg
Glacier Funding CDO I Ltd B          A+/Watch Neg   AA
Glacier Funding CDO I Ltd C          B/Watch Neg    BBB/Watch Neg
Glacier Funding CDO I Ltd Pref Shrs  CC             B/Watch Neg
G-STAR 2005-5 Ltd         A-1        AA             AAA/Watch Neg
G-STAR 2005-5 Ltd         A-2        A-             AA/Watch Neg
G-STAR 2005-5 Ltd         A-3        BBB/Watch Neg  A/Watch Neg
G-STAR 2005-5 Ltd         B          BB/Watch Neg   BBB/Watch Neg
G-STAR 2005-5 Ltd         C          CCC+           BB+/Watch Neg
G-STAR 2005-5 Ltd         Income Not CC             CCC-/Watch Neg
Helios Series I Multi     A          AA+/Watch Neg  AA+
  Asset CBO, Ltd
Helios Series I Multi     B          BB+/Watch Neg  BBB+
  Asset CBO, Ltd
Independence III CDO Ltd  B          BBB            A+
Independence III CDO Ltd  C-1        CCC-           CCC
Independence III CDO Ltd  C-2        CCC-           CCC
Independence V CDO Ltd    A-1        BBB/Watch Neg  AA
Lakeside CDO II Ltd       B          CCC            B/Watch Neg
Longport Funding II, Ltd. A1S        AA+            AAA
Longport Funding II, Ltd. A1J        A/Watch Neg    AA-/Watch Neg
Longport Funding II, Ltd. A2         BB/Watch Neg   BBB+/Watch Neg
Longport Funding II, Ltd. A3         CCC-           B/Watch Neg
Longport Funding II, Ltd. Combo Sec  CCC-           B/Watch Neg
Longshore CDO Funding
  2006-1  A-1             B-/Watch Neg   A+/Watch Neg
Longshore CDO Funding
  2006-1  A-2             CC             BB-/Watch Neg
MKP CBO IV, Ltd.          A-2        A-             A+/Watch Neg
MKP CBO IV, Ltd.          B          CCC-           CCC-/Watch Neg
Porter Square CDO I, Ltd  C          B+/Watch Neg   BBB-/Watch Neg
River North CDO Ltd       A-1        A              A+/Watch Neg
River North CDO Ltd       A-2        BB-/Watch Neg  BB+/Watch Neg
River North CDO Ltd       B          CC             CCC-/Watch Neg
Sherwood Funding CDO II   A-1        B/Watch Neg    A/Watch Neg
Sherwood Funding CDO II   A-2        CC             B+/Watch Neg
Sherwood Funding CDO II   B          CC             CCC-/Watch Neg
TABS 2005-2 Oakville Ltd  A-1        CCC+           A/Watch Neg
TABS 2005-2 Oakville Ltd  A-2        CC             BB+/Watch Neg

                     Other Ratings Reviewed

          Transaction                   Class      Rating
          -----------                   -----      ------
          Acacia CDO 10, Ltd.           D          CC
          CAMBER 3 plc                  C          CC
          CAMBER 3 plc                  D          CC
          Dunhill ABS CDO Ltd           A-1NV      AAA
          Dunhill ABS CDO Ltd           A-1VA      AAA
          Dunhill ABS CDO Ltd           A-1VB      AAA
          Dunhill ABS CDO Ltd           C          CC
          Fort Point CDO II Ltd.        A-3        CC
          Fort Point CDO II Ltd.        B          CC
          Fort Point CDO II Ltd.        C          CC
          Galleria V Ltd                Pref Share CC
          Glacier Funding CDO I, Ltd.   A-1        AAA
          Glacier Funding CDO I, Ltd.   A-2        AAA
          Independence I CDO Ltd.       A          A-
          Independence II CDO Ltd.      A          A+
          Independence III CDO, Ltd.    A-1        AAA
          Independence III CDO, Ltd.    A-2        AAA
          Independence V CDO, Ltd.      A-2A       CC
          Independence V CDO, Ltd.      A-2B       CC
          Independence V CDO, Ltd.      B          CC
          Independence V CDO, Ltd.      C          CC
          Independence V CDO, Ltd.      Ser 1 Pref CC
          Independence V CDO, Ltd.      Ser 2 Pref CC
          Lakeside CDO II Ltd           A-1        AAA
          Lakeside CDO II Ltd           C          CC
          Longport Funding II, Ltd.     B          CC
          Longport Funding II, Ltd.     Income Nts CC
          Longshore CDO Funding 2006-1  B          CC
          Longshore CDO Funding 2006-1  C          CC
          Longshore CDO Funding 2006-1  D          CC
          MKP CBO IV, Ltd.              A-1        AAA
          MKP CBO IV, Ltd.              C          CC
          Porter Square CDO I, Ltd      A-2        AAA
          Porter Square CDO I, Ltd      A-3        AAA
          Porter Square CDO I, Ltd      B          AAA
          River North CDO Ltd           C          CC
          River North CDO Ltd           D-1        CC
          River North CDO Ltd           D-2        CC
          Sherwood Funding CDO II, Ltd. C          CC
          Sherwood Funding CDO II, Ltd. D          CC
          Stack 2004-1 Ltd              A          AAA
          Stack 2004-1 Ltd              B          AA
          Stack 2004-1 Ltd              C          A
          Stack 2004-1 Ltd              D          BB+
          TABS 2005-2 Oakville Limited  B          CC
          TABS 2005-2 Oakville Limited  C          CC
          TABS 2005-2 Oakville Limited  D          CC


* S&P Says Economic Data More Clearly Point to a Recession
----------------------------------------------------------
The recession is unfortunately becoming a lot clearer, said
Standard & Poor's Chief Economist David Wyss in a Web cast made.
The latest economic data are showing that the economy is
continuing to head downward.

Consumer spending is on the decline, which doesn't bode well as
S&P enter the holiday shopping season.  But the biggest news was
the employment report, with payrolls declining for the 10th
consecutive period.  Moreover, the unemployment rated jumped to
6.5%, the highest rate since the last recession in 1991-1992.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                  Total        Total     Working
                                 Assets       Equity     Capital
Company            Ticker         ($MM)        ($MM)       ($MM)
-------            ------        ------       ------     -------
APP PHARMACEUTIC   APPX US        1,105      (41.69)     259.64
ARBITRON INC       ARB US        162.41       (9.33)     (39.23)
BARE ESCENTUALS    BARE US       272.49      (24.77)     125.37
BLOUNT INTL        BLT US        485.28      (20.09)     119.08
CABLEVISION SYS    CVC US      9,716.99   (4,965.85)  (1,583.16)
CENTENNIAL COMM    CYCL US     1,393.93   (1,025.77)      86.00
CHENIERE ENERGY    CQP US      2,020.62     (311.81)     178.97
CHENIERE ENERGY    LNG US      2,832.34     (202.04)     293.30
CHOICE HOTELS      CHH US        349.93      (90.51)      (7.61)
CLOROX CO          CLX US      4,587.00     (364.00)    (396.00)
CV THERAPEUTICS    CVTX US       391.99     (225.60)     285.98
CYBERONICS         CYBX US       143.73       (6.63)     118.57
DELTEK INC         PROJ US       187.99      (61.84)      34.16
DISH NETWORK-A     DISH US     7,177.25   (2,129.50)  (1,318.20)
DOMINO'S PIZZA     DPZ US        440.85   (1,437.39)      84.39
DUN & BRADSTREET   DNB US      1,642.30     (554.20)    (205.90)
DYAX CORP          DYAX US        91.03      (27.97)      32.66
ENERGY SAV INCOM   SIF-U CN      437.86     (248.49)     (86.87)
EXELIXIS INC       EXEL US       254.76      (23.45)      (1.44)
EXTENDICARE REAL   EXE-U CN    1,529.85      (19.85)     117.94
GARTNER INC        IT US       1,115.42      (14.96)    (253.32)
GENCORP INC        GY US       1,014.00      (22.00)      65.50
GENERAL MOTORS C   GMB BB    110,425.00  (58,994.00) (18,461.00)
HEALTHSOUTH CORP   HLS US      1,980.50     (874.10)    (217.90)
INCYTE CORP        INCY US       204.74     (237.20)     152.40
INTERMUNE INC      ITMN US       205.78      (92.04)     151.36
IPCS INC           IPCS US       559.43      (43.57)      47.56
KNOLOGY INC        KNOL US       646.88      (43.63)      12.89
LINEAR TECH CORP   LLTC US     1,664.87     (377.94)   1,108.62
MEDIACOM COMM-A    MCCC US     3,687.57     (279.31)    (311.33)
MOODY'S CORP       MCO US      1,694.30     (893.80)    (331.00)
NATIONAL CINEMED   NCMI US       540.10     (474.80)      58.00
NAVISTAR INTL      NAV US     11,557.00     (228.00)   1,501.00
NEWCASTLE INVT C   NCT US      5,785.23     (340.10)        -
NPS PHARM INC      NPSP US       201.96     (207.84)      90.48
OCH-ZIFF CAPIT-A   OZM US      2,224.17     (172.89)        -
OSIRIS THERAPEUT   OSIR US        28.55       (8.19)     (14.45)
OVERSTOCK.COM      OSTK US       145.46       (3.68)      33.49
PROTECTION ONE     PONE US       653.82      (51.85)       3.66
REGAL ENTERTAI-A   RGC US      2,557.50     (223.90)    (111.90)
REVLON INC-A       REV US        876.60     (999.30)       8.10
ROTHMANS INC       ROC CN        535.56     (209.44)      99.72
SALLY BEAUTY HOL   SBH US      1,495.77     (694.90)     412.63
SONIC CORP         SONC US       836.31      (64.12)     (13.12)
SUCCESSFACTORS I   SFSF US       167.82       (2.93)       3.97
SYNTA PHARMACEUT   SNTA US        90.76      (34.61)      57.71
TAUBMAN CENTERS    TCO US      3,181.86      (20.38)        -
THERAVANCE         THRX US       255.26     (125.15)     208.02
UAL CORP           UAUA US    20,731.00   (1,282.00)  (1,583.00)
UST INC            UST US      1,402.19     (325.57)     236.75
WARNER MUSIC GRO   WMG US      4,519.00      (99.00)    (750.00)
WEIGHT WATCHERS    WTW US      1,110.40     (900.83)    (269.75)
WESTERN UNION      WU US       5,504.20      (90.20)     318.90
WR GRACE & CO      GRA US      3,754.20     (178.90)     970.10


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***