TCR_Public/081119.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, November 19, 2008, Vol. 12, No. 276

                             Headlines


ACA ABS: S&P Downgrades Rating on Class B Notes to 'BB+' From A-
AGRIPROCESSORS INC: Halts Production in Iowa Facility
ALITALIA SPA: Creditors Barred From Seizing U.S. Assets
ALLIANCE LAUNDRY: S&P Keeps 'B-' Rating; Outlook Negative
AMERICAN AXLE: Fitch Puts 'B' Issuer Rating on Negative Watch

AMERICAN AXLE: S&P Upgrades Issue-Level Rating on $250 Mil. Loan
ARLO LTD: S&P Junks Rating on Series 2006 on Poor Credit Quality
BAKER DEVELOPMENT: Files for Chapter 11 Protection
BILL HEARD: Names Lead Bidder for Chevrolet Dealership in Georgia
BLUMENTHAL PRINT: Examiner Appointed; Wants Access to Cash

BOSCOV INC: Sovereign Bank Objects to Asset Sale to Family Group
BRIGGS RANCH: Files Schedules of Assets and Liabilities
BRIGGS RANCH: U.S. Trustee Objects to Counsel Application
BRITTANIA BULK: Files for Chapter 15 Bankruptcy to Stem Lawsuits
BRITANNIA BULK: Voluntary Chapter 15 Case Summary

BUFFETS HOLDINGS: Panel Says Plan Wasn't Filed in Good Faith
CARUSO HOMES: Has Chapter 11 Bankruptcy Control Until May 1
CHRYSLER LLC: Seeks $7 Billion of Requested Auto Financial Aid
CHOCTAW RESORT: S&P Downgrades Corporate Credit Rating to 'BB-'
CIRCUIT CITY: Mexican Mogul Increases Stake to 47MM Shares

CIRCUIT CITY: Seeks to Reject $40-Mil. Store Leases
CIRCUIT CITY: May Close Another 150 Stores, Accdg. to Gizmodo
COMMERCIAL MORTGAGE: Reschedules Creditors Meeting on Dec. 12
CONVEYER CO: Sells ZMI/Portec Assets to Semcan Inc. for $1.95MM
CORRECTIONS CORP: Share Repurchase Won't Affect S&P's 'BB' Rating

CREDIT SUISSE: Fitch Downgrades Ratings on Six Cert. Classes
FANNIE MAE: Fails NYSE $1.00 Stock Price Criteria, Faces Delisting
FINLAY ENTERPRISES: S&P Downgrades Corporate Credit Rating to 'CC'
FORD MOTOR: Seeks Up to $8BB of Requested Auto Financial Aid
FORD MOTOR: To Reduce Equity Stake in Mazda to Raise Cash

FOUNDER'S PLAZA: Case Summary & 20 Largest Unsecured Creditors
FREDDIE MAC: Names Peter Federico as Treasurer
GATEWAY ETHANOL: Amends List of 20 Largest Unsecured Creditors
GATEWAY ETHANOL: May Obtain Up to $5,242,803 in Postpetition Debt
GATEWAY ETHANOL: Asks Court's Authority to Sell Corn and Milo

GATEWAY ETHANOL: Wants to Retain ICM to Evaluate its Ethanol Plant
GATEWAY ETHANOL: Court Approves Bid Procedures, Sale of Assets
GATEWAY ETHANOL: Files Amended Schedules of Assets & Liabilities
GENERAL MOTORS: Seeks Up to $12BB of Requested Auto Financial Aid
GIONI BROS: Credit Crisis Hinders Firm to Get Loans for Building

GREVING DAIRY: Case Summary & 20 Largest Unsecured Creditors
GWLS HOLDINGS: Gets Green Light to Sell Substantially All Assets
HELIOS FINANCE: Fitch Downgrades Ratings on Two Classes of Notes
HIGHLAND PARK: S&P Retains 'BB' Rating on Class F Notes
HOLLINGER INC: Settlement with Shareholders Gets Initial OK

HOME INTERIORS: May Employ Hilco as Asset Disposition Agent
HUGHES COMMUNICATIONS: S&P Assigns 'B' Corporate Credit Rating
IMPLANT SCIENCES: Earns $356,000 in Quarter ended September 30
JP MORGAN: S&P Downgrades Ratings on Three Series 2008-R3 Classes
KUSHNER LOCKE: Wants To Use JPMorgan Cash Collateral Until May 30

LAKE AT LAS VEGAS: Vineyard Wants to Abandon Falls Golf Course
LAMBERT EQUITIES: Case Summary & Three Largest Unsecured Creditors
LANDING DEVELOPMENT: Court Okays Reorganization Plan
LAND O'LAKES: Change in Earnings Won't Affect S&P's 'BB+' Rating
LAND RESOURCE: Supreme Court Rules in Favor of Firm in Land Row

LEHMAN BROTHERS: Asks Court to Approve Deal With European Units
LEHMAN BROTHERS: TPGI Compels Funding of Unit's $100MM Loan
MASONITE INT'L: Gets Lenders' Forbearance Amid Bankruptcy Talks
MEDCOMSOFT INC: September 30 Balance Sheet Upside-Down by $383,668
MGM MIRAGE: Names James Murren as Chairperson & CEO

MICHAEL VICK: Files Chapter 11 Plan and Disclosure Statement
MOULIN ROUGE: Case Summary & 15 Largest Unsecured Creditors
MOVIE GALLERY: Gets March 13 Extension of Admin. Claim Objections
MOVIE GALLERY: Hollywood Entertainment Balks at Boards Allegations
MOVIE GALLERY: Blackstone Wants $2.8MM in Fees And Expenses

NWL HOLDINGS: To Close Before Thanksgiving; $7MM DIP Loan Okayed
OMX TIMBER: S&P Downgrades Rating on $735 Million Notes to 'D'
PARADISE INVESTMENTS: Case Summary & 20 Largest Unsec. Creditors
PATRICk MUNDT: Case Summary & 17 Largest Unsecured Creditors
PAUL PARIZEK: Voluntary Chapter 11 Case Summary

PORTA SYSTEMS: Says Liquidity Concern May Lead to Bankruptcy
PR PHARMACEUTICAL: Case Summary & 14 Largest Unsecured Creditors
PR PHARMACEUTICALS: Files for Chapter 11 Protection
PYXIS ABS: S&P Withdraws Ratings on Classes S, A-1, A-2 & B Notes
QUIGLEY CO: Pfizer Asks Bankruptcy Court to Limit Discovery

REVLON CONSUMER: MacAndrews Deal Won't Affect S&P's 'B-' Rating
SECURITY BUILDERS: Case Summary & 20 Largest Unsecured Creditors
SEMGROUP LP: Presents White Cliffs Bidding Protocol
SEMGROUP LP: Energy Unit Probed on Parent's Liquidity Issues
SEMGROUP LP: Court Extends Examiner Plan Deadline to Nov. 24

SEMGROUP LP: Wants Former CEO, Execs to Appear for Examination
SEMGROUP LP: Committee Wants Time to Investigate Claims
SPORT-TECH IMAGING: Voluntary Chapter 11 Case Summary
STAR GAS: S&P Maintains 'B-' Corporate Credit Rating
THELEN LLP: Rival Firms Snap Up Laid Off Professionals

TURNKEY E&P: Case Summary & 20 Largest Unsecured Creditors
VERASUN ENERGY: U.S. Trustee Appoints Unsec. Creditors Committee
VERASUN ENERGY: Seeks to Hire McGladrey As Auditor
VERASUN ENERGY: Terminates Danny Herron as President & CFO
VERASUN ENERGY: 5,000 Iowa Farmers Facing Losses

WACHOVIA AUTO: Fitch Affirms Low-B Ratings on Two Classes
WADLEIGH ENERGY: Case Summary & 20 Largest Unsecured Creditors
WATERMARK MARINA: Voluntary Chapter 11 Case Summary
WELLMAN INC: Court to Holding Plan Confirmation Hearing Dec. 12
WELLMAN INC: Warburg, 50% Shareholder, Declares Stock as Worthless

WESTMINSTER CERAMICS: Voluntary Chapter 11 Case Summary
X-TRASOLUTIONS 1: Voluntary Chapter 11 Case Summary

* Fitch Reports EEI 2008 Wrap-Up; Cost of Capital Rising
* Penn Butler Joins Wendel Rosen From Squire Sanders
* S&P Downgrades Ratings on 32 Classes From 23 RMBS Deals to 'D'
* S&P Downgrades Ratings on 53 Classes From 36 RMBS Deals to 'D'
* S&P Puts Ratings on 300 European CDO Tranches on Negative Watch

* S&P Says Boston Medical's Likely Funding Loss Won't Move Rating
* S&P Says Pharma Outsource Providers to Capitalize on Challenges
* S&P Says REIT Ratings Unaffected by Circuit City Bankruptcy
* S&P Says Weak Links And Defaults Rise as Credit Quality Erodes
* Trumbull Group Exits Bankruptcy Administration Business

* Upcoming Meetings, Conferences and Seminars


                             *********


ACA ABS: S&P Downgrades Rating on Class B Notes to 'BB+' From A-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on ACA ABS
2002-1 Ltd.'s class B notes to 'BB+' from 'A-' and affirmed its
'AAA' rating on the class A notes.  The 'CC' rating on the class C
notes is unaffected by these actions.

ACA ABS 2002-1 Ltd. is a cash flow collateralized debt obligation
of asset-backed securities that was originated in July 2002.  The
lowered rating on the class B notes reflects a negative migration
in the credit quality of the underlying collateral and an increase
in defaults since S&P downgraded the class B and C notes in April
2008.

The class A notes have a current outstanding balance of
$52.532 million, which represents 17.22% of its original amount,
and the class continues to be paid down.  The class A notes have
paid down approximately $252.467 million since the transaction was
issued in July 2002.  S&P affirmed S&P's rating on this class
based on sufficient existing credit support.

                       Rating Lowered

                    ACA ABS 2002-1 Ltd.

                Rating
                ------
      Class   To      From      Current balance (million)
      -----   --      ----      -------------------------
      B       BB+     A-                         $64.000

                     Rating Affirmed

                   ACA ABS 2002-1 Ltd.

                      Class   Rating
                      -----   ------
                      A       AAA

                Other Outstanding Rating

                   ACA ABS 2002-1 Ltd.

        Class   Rating            Current balance (million)
        -----   ------            -------------------------
        C       CC                                  $16.380

     Transaction Information
     -----------------------
     Issuer:              ACA ABS 2002-1 Ltd.
     Co-issuer:           ACA ABS 2002-1 LLC
     Current manager:     FSI Capital LLC
     Underwriter:         Credit Suisse
     Trustee:             LaSalle Bank N.A.

     Industry Category                      (Total)
     -----------------                      -------
     RMBS B&C, HELs, HELOCs, & tax lien     30.67%
     Manufactured housing                   14.31%
     CMBS diversified (conduit & CTL)       12.25%
     RMBS A                                 10.60%
     ABS consumer                           10.17%
     Air transport                           6.92%
     ABS commercial                          6.20%
     CDO                                     5.10%
     CRE CDO/RE-REMIC                        3.77%

* Data based on the Oct. 27, 2008, trustee report.


AGRIPROCESSORS INC: Halts Production in Iowa Facility
-----------------------------------------------------
Jta.org reports that Agriprocessors Inc. spokesperson Chaim
Abrahams said that the company has suspended production at its
facility in Iowa.

Agriprocessors' executives were in New York for a hearing on the
company's bankruptcy filing and hoped to resume production on
Tuesday, Jta.org relates, citing Mr. Abrahams.

Jta.org relates that Agriprocessors' CEO Bernard Feldman said two
weeks ago that the plant in Postville wouldn't have "substantial
production of any kind in the near future."

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 assists the company in its
restructuring effort.  The company listed assets of $100 million
to $500 million and debts of $50 million to $100 million.


ALITALIA SPA: Creditors Barred From Seizing U.S. Assets
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted a preliminary injunction prohibiting creditors of Alitalia
SpA from seizing, enforcing or executing liens or judgments
against the Italian carrier's assets in the United States pending
a hearing on its Chapter 15 petition.

Judge Burton R. Lifland is scheduled to hear Alitalia's Chapter 15
petition on November 25, 2008.

Alitalia-Linee Aeree Italiane, S.p.A. filed for Chapter 15
protection with the U.S. Bankruptcy Court in the Southern District
of New York on October 29, 2008.  Italy's national airline
experienced financial difficulties for a number of years caused,
in large measure, by a combination of competition from low-cost
air carriers, poor management and onerous union obligations,
according to papers filed with the court.

The European Commission on Nov. 12 concluded that the sale of
Alitalia's assets does not constitute State aid provided that the
Italian authorities fully comply with the undertakings they have
given.  The sale is planned in the context of the special
administration procedure which will lead to the winding-up of the
Italian airline.  The Commission therefore gave Italy the go-ahead
to start selling the assets.

The decision follows the Commission's earlier decision to close
the official State aid investigation procedure it started June 11,
2008, to look into a EUR300 million loan from Italy to Alitalia.
The Commission's conclusion was that the loan was unlawful aid and
incompatible with the common market.

Unions representing Alitalia pilots and flight attendants have
planned to carry out a strike on November 25 to protest against a
plan by Italian investors to rescue the airline by laying off
workers and cutting routes, the Scotsman reported.  The unions,
the report said, also plan a total of 14 days of walkouts between
December and May despite warnings from Alitalia's bankruptcy
administrator against strikes.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million in
2000 and 2001 respectively.  Alitalia posted EUR93 million in net
profit in 2002 after a EUR1.4 billion capital injection.  The
carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, EUR625.6 million
in 2006, and EUR494.64 million in 2007.

In the chapter 15 petition, Prof. Augusto Fantozzi, the appointed
administrator, said the airline's financial difficulties have been
and exacerbated by spiraling fuel prices.

Within the last two years, Mr. Fantozzi stated that efforts were
made by Alitalia and the government of Italy to find a strategic
airline partner to purchase the airline or, alternatively, an
investor willing to recapitalize it.  As these efforts progressed,
Alitalia attempted to renegotiate its union contracts, a condition
imposed by all would-be strategic partners and potential
investors.

Mr. Fantozzi recalled that in April, one of the purchasers, Air
France/KLM, withdrew its offer to buy Alitalia when it was unable
to reach an agreement with Alitalia's several unions.

                    Investor Consortium Formed

Following Air France/KLM's withdrwal, a new Italian investor
consortium, Compagnia Aerea Italiana, was formed with the
expectations that it would invest approximately US$1.4 Billion to
buy many of Alitalia's assets and to relaunch a "new' Alitalia.
It likewise, however, initially ran into difficulties in reaching
a suitable agreement with many of Alitalia's unions, Mr. Fantozzi
noted.  By late August 2008, with time running out, it became
apparent to Alitalia's Board that, in the absence of immediate
success in the negotiations with the unions and the resultant
commitment of CAI to purchase its assets and assume its
operations, it would run out of cash, and would need to likely
wind down its operations and liquidate.

                         Bankruptcy Bill

To ensure continuity of Alitalia's operations, the government of
Italy adopted the Bankruptcy Bill which, broadly speaking, is the
rough equivalent of Chapter 11 of the Bankruptcy Code.  The bill,
among other things, allowed Alitalia to liquidate its assets and
lay off workers as it might deem necessary.

At or about the same time, the government relaxed certain
antitrust laws in order to permit the possibility of a partnership
or strategic alliance between Alitalia and Air One, Italy's second
largest carrier.

                    Italian Bankruptcy Filing

On Aug. 29, 2008, Alitalia declared insolvency and filed for
commencement of extraordinary administration procedure at the
Tribunal of Rome.  Italian Prime Minister Silvio Berlusconi
appointed Mr. Fantozzi as extraordinary commissioner.
Under the Bankruptcy Bill, the Administrator has supplanted the
directors and other management of Alitalia.

                        CAI Rescue Plan

In late September, CAI finally reached agreement with all of
Alitalia's major unions.  Specifically, CAI agreed to:

   -- continue its due diligence to purchase Alitalia's assets,

   -- negotiate with appropriate governmental authorities
      to acquire flight privileges and authority currently
      held by Alitalia,

   -- collect funds from its investors (approximately
      US$1.4 Billion) needed, and

   -- launch a newly created airline.

However, Mr. Fantozzi said that until this time, the future of
Alitalia itself continues to remain uncertain.

Mr. Fantozzi pointed out that to protect Alitalia's estate and
creditors and to keep it flying during this period, seeking relief
under Chapter 15 of the U.S. Bankruptcy Code is necessary.

The Chapter 15 petition, according to Mr. Fantozzi, will ensure
the preservation of the airline's assets in the United States.

Alitalia's property in the United States mainly consists of cash
in its operating bank accounts, furniture and fixtures in its
various offices and facilities located throughout the country (but
mostly in New York, New Jersey, Florida, Illinois and California),
and relatively modest amounts of equipment used in its air carrier
and air freight operations.  In sum, the value of this property is
approximately US$1,000,000.

Mr. Fantozzi further disclosed that upon information and belief,
similar relief is being sought in other countries where Alitalia
operates.

Kaplan, von Ohlen & Massamillo, LLC serves as Mr. Fantozzi's U.S.
Counsel.

                         About Alitalia

Based in Rome, Alitalia S.p.A. -- http://www.alitalia.it/--
provides air travel services for passengers and air transport of
cargo on national, international and inter-continental routes,
including United States, Canada, Japan and Argentina.  The Italian
government owns 49.9% of Alitalia.


ALLIANCE LAUNDRY: S&P Keeps 'B-' Rating; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Ripon, Wisconsin-based Alliance Laundry Systems LLC to negative
from developing and affirmed the ratings, including S&P's 'B-'
corporate credit rating, on the company.  Alliance Laundry had
about $335 million of reported debt as of Sept. 30, 2008.

"The outlook revision reflects the company's limited cushion under
its bank financial covenants and S&P's expectations that the
covenant cushion will remain pressured during the near term,
considering the negative effect the slowing economy will have on
stand-alone commercial laundry equipment sales," said Standard &
Poor's credit analyst Christopher Johnson.  Although the company's
credit measures remain stronger than the medians for a 'B-'
rating, S&P estimates the expected EBITDA cushion under Alliance
Laundry's maximum leverage ratio for the period ending Dec. 31,
2008, will be close to 5% of full-year EBITDA, given the stepdown
in this required ratio for the fourth quarter.

In addition, S&P is concerned about the company's ability to
meaningfully improve its EBITDA levels in the coming quarters
because of S&P's expectations for year-over-year unit volume
declines of at least 5% in the coming quarters.  The company
recently revised its full-year 2008 EBITDA forecast down to about
$74 million from more than $77 million.  Moreover, despite the
company's recent price increases, cost-saving initiatives, and
near-term downward pressure on raw material costs such as those
for steel, adjusted EBITDA margins are not likely to meaningfully
improve from recent levels of about 16% due to lower sales volumes
and higher fixed-cost absorption.

Alliance Laundry has a narrow product focus as a niche
manufacturer of stand-alone commercial laundry equipment.  The
company has strong, defendable leading market shares in the
approximately $550 million North American stand-alone commercial
laundry segment of the industry and will likely continue to expand
its international footprint.  But its sales are susceptible to raw
material cost pressures and meaningful volume declines during
economic downturns.  Approximately 70% of its sales are in the
United States.  The company's product line serves primarily three
end-user customer groups: laundromats, multihousing laundries, and
on-premise laundries.  Certain segments of the niche commercial
laundry equipment sector are somewhat recession-resistant, and
growth has been historically stable, at an approximate 3% compound
annual growth rate over the past five years.  But industry demand
declined by about 5% in the last economic downturn in 2001.

The outlook is negative, reflecting S&P's concerns that the
covenant cushion will become tight over the next several quarters.
Moreover, S&P is concerned about the company's ability to
meaningfully improve EBITDA levels in the near term under current
economic conditions.  S&P could lower the ratings in the near term
if operating performance is worse than S&P expects, thereby
resulting in a breach in financial covenants.  This could occur if
sales volume declines approach 10% and adjusted EBITDA margins on
a trailing-12-month basis fall by more than 1%.  Alternatively,
S&P could revise the outlook to stable if the company were to
improve its EBITDA cushion on its financial covenants to greater
than 10%.


AMERICAN AXLE: Fitch Puts 'B' Issuer Rating on Negative Watch
-------------------------------------------------------------
Fitch Ratings has placed American Axle's 'B' Issuer Default Rating
on Rating Watch Negative, reflecting the uncertainty of General
Motor's short-term operating and financial profile.

GM's IDR of 'CCC' was recently placed on Rating Watch Negative.
According to a Fitch press release, 'GM will require direct
federal assistance over the next quarter and the forbearance of
trade creditors in order to avoid default'.  The ratings for
American Axle currently assume that GM is provided with federal
assistance and continues to operate, in or outside of bankruptcy.
The bankruptcy of GM would result in a review of American Axle's
rating, with the expected result being a downgrade of one to two
notches.  GM accounted for 73% of Axle's total net sales in
through the first nine months of 2008.  Fitch would also review
the ratings in the event that Chrysler's pickup sales are
disrupted due to financial stresses.

The rating actions on Axle's bank agreement and unsecured debt
incorporate the recent amendment to Axle's bank and term loan
agreements. These facilities have been assigned ratings of
'BB-/RR2', reflecting the improved position of secured lenders due
to the granting of collateral.  The ratings on Axle's senior
unsecured debt have been downgraded to 'CCC+/RR6' due to the
weakened recovery prospects of the unsecured lenders.

The amended bank agreement reduces the amount of the facility from
$600 million to $477 million, while also increasing the pricing
(on the majority of the facility) and extending the maturity on
$369 million of the facility to December 2011.  The remaining
$108 million will retain the original maturity date of April 2010.
Collateral includes U.S. receivables and inventory, U.S. PP&E
(subject to indenture restrictions), intracompany notes, and a
pledge of 65% of the company's international subsidiaries.

Financial tests include a senior secured leverage test that
loosens through the first half of 2009, but then begins to tighten
as Axle realizes the benefits of new business wins, a completed
restructuring program, and as the impact of the second-quarter
2007 strike is removed from last-twelve-month calculations.  The
agreement also allows a basket for the incurrence of additional
U.S. secured and unsecured debt.  Fitch views the amendment as a
positive, solidifying the company's liquidity position over the
next several quarters.

Axle is in the midst of a restructuring effort that is
dramatically reducing the company's fixed cost structure through
headcount reductions, wage buy-downs, employee benefit reductions
and the migration to lower-cost facilities.  Sales related to GMs'
GMT-900 platform, the driver of Axle's operating performance, are
expected to remain at deeply depressed levels into 2009, with the
timing and extent of any rebound uncertain.  Fitch believes that
despite the expectation of continued weakness in the housing
market, industry sales of pickups may be approaching replacement
demand levels, thereby limiting material declines from GM pickup
truck production levels from those in the fourth quarter of 2008.
Operating results will continue to be pressured over the near term
by the sales environment and the limited availability of customer
financing.

Axle's liquidity is fairly healthy, aided by recent draws under
the company's revolving credit facility.  Cash was $454 million at
Sept. 30, 2008, excluding $117 million that is currently trapped
in an illiquid money-market account.  Negative cash flows related
to operating losses and restructuring costs have been partially
offset by $115 million provided by GM to facilitate the reduction
in labor costs.  Approximately half of the $450 million in total
restructuring costs will be borne by GM.  Cash drains in 2008 will
reflect these costs, with Axle's portion being felt most heavily
in the fourth quarter.  Cash outflows will be more limited in
2009, with GM payments roughly offsetting employee reduction
costs.  Cash is expected to be more than adequate to finance
expected negative cash flow, as long as covenant compliance is
maintained throughout the year.

The rating of 'BB-/RR2' indicates strong recovery of 70-90% in the
event of a bankruptcy filing.  This scenario (that includes GM as
a going concern) assumes that full recovery would not be realized
because the primary driver of a bankruptcy scenario would be
related to GM, and that recovery values would reflect the further
deterioration in asset values and in the enterprise value.
These ratings are placed on Rating Watch Negative:

American Axle & Manufacturing Holdings, Inc

  -- Long term IDR 'B'.

American Axle & Manufacturing, Inc.

  -- Long term IDR 'B';
  -- Senior Unsecured 'CCC+/RR6';
  -- Senior Secured 'BB-/RR2'.


AMERICAN AXLE: S&P Upgrades Issue-Level Rating on $250 Mil. Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on American Axle & Manufacturing Holdings Inc.'s $250 million
senior unsecured term loan to 'B+' (one notch above the 'B'
corporate credit rating on the company) from 'B' and revised the
recovery rating to '2' from '3'.  The recovery rating indicates
the expectation of substantial (70% to 90%) recovery in the event
of a payment default.  The action follows the company's 25%
reduction of its previous $600 million unsecured revolving credit
facility for lenders consenting to the restatement agreement,
which provides up to $476.9 million of revolving credit facility
commitments through April 2010 and $369.4 million of revolving
facility commitments through December 2011.  S&P are not assigning
a rating to the new senior secured revolving credit facility and
are withdrawing S&P's rating on the previous unsecured revolving
facility.

In addition, S&P lowered S&P's issue-level rating on American
Axle's senior unsecured notes to 'CCC+' (two notches below the
corporate credit rating) from 'B' and revised the recovery rating
to '6' from '3', indicating the expectation of modest (0 to 10%)
recovery in the event of a payment default.

                         Ratings List

        American Axle & Manufacturing Holdings Inc.

        Corporate credit rating         B/Watch Neg

                        Rating Raised

                                To                From
                                --                ----
Senior unsecured term loan     B+/Watch Neg      B/Watch Neg
  Recovery rating               2                 3

                        Rating Lowered

Senior unsecured                CCC+/Watch Neg    B/Watch Neg
  Recovery rating               6                 3

                       Rating Withdrawn

$600 mil. revolving credit facility
                                N.R.              B/Watch Neg


ARLO LTD: S&P Junks Rating on Series 2006 on Poor Credit Quality
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on ARLO Ltd.
Series 2006 (RoK-EULER-1) to 'CCC' from 'A-'.

The rating action reflects S&P's opinion of the deterioration in
the credit quality of the authorized investments that support the
transaction.

The rating action on the affected transaction is:

         Name              Rating To    Rating From
         ----              ---------    -----------
         ARLO Ltd.
          Series 2006
          (RoK-EULER-1)    CCC          A-


BAKER DEVELOPMENT: Files for Chapter 11 Protection
--------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Baker Development LLC of Aventura has filed for Chapter 11
protection, listing up to $50 million assets and $50 million
debts.

According to South Florida Business, Baker Development's manager
Amram Adar launched plans in 2006 for Navona Creek -- an 8,000-
unit home development, golf course, and business park near
Macclenny.  The report says that the plans fell apart.  On
Oct. 20, 2008, Baker Development was administratively dissolved by
the Secretary of State's office, according to the report.

South Florida Business relates that Baker Development's other
manager, Ariel Rodriguez, signed the company's bankruptcy filing.

Baker Development listed Baker Adar LLC as a managing member in
its last annual report, filed on April 2007, South Florida
Business states.  Baker Adar listed Aaron Lankry of Aventura as a
manager, the report says.

South Florida Business reports that Baker Development's top
unsecured creditors are almost all in central or northern Florida,
and include:

     -- Leftwich Consulting Engineers of Orlando, with a claim of
        $384,375;

     -- RJ Whidden & Associates of Kissimmee, with a claim of
        $77,800; and

     -- Environmental Resource Solutions of Jacksonville, with
        $15,576.

                     About Baker Development

Aventura, Florida-based Baker Development LLC was engaged in
property development in Baker County west of Jacksonville.  The
company filed for Chapter 11 protection on Nov. 13, 2008 (Bankr.
S. D. Fla. Case No. 08-27272).  Brian S. Behar, Esq., at Behar,
Gutt & Glazer, P.A., represents the company in its restructuring
effort.  The company listed assets of $10 million to $50 million
and debts of $10 million to $50 million.


BILL HEARD: Names Lead Bidder for Chevrolet Dealership in Georgia
-----------------------------------------------------------------
Bill Heard Chevrolet Company and Twentieth Century Land Corp.,
seek permission from the U.S. Bankruptcy Court for the Northern
District of Alabama, Northern Division, to sell their Chevrolet
motor vehicle dealership located at 3615 Manchester Expressway,
Columbus, GA 31909, to Legacy Automotive of Columbus, LLC, or to
the highest bidder at an auction.

The sale would include all of the Debtors' new and used vehicles,
demonstrators, parts, fixed assets such as furniture and computer
equipment, miscellaneous inventories, goodwill and intangibles.

Pre-petition, the Heard Entities owned and operated 14 automobile
dealerships in seven states and were one of the largest Chevrolet
dealers in the country based upon the volume of cars sold.  The
Debtors are in the process of liquidating their assets in order to
effectuate maximum distribution to their creditors.

Marc P. Solomon, Esq., at Burr & Forman LLP, in Birmingham,
Alabama, relates that the Debtors are pursuing the sale in
accordance with a bidding protocol approved by the Court on
October 15, 2008.

In accordance with the bidding protocol, if parties submit
qualified bids and reach purchase agreements with the Debtors, the
Debtors will conduct an auction on December 5, 2008 at 8:30 a.m.
central time, at the law offices of Burr & Forman LLP, 420 North
20th Street, Suite 3400, Birmingham, AL 35203, at which time the
best bidder will be selected.

Pursuant to an asset purchase agreement, the Debtors will sell the
Property to Legacy, as the stalking horse bidder, for the purchase
price consisting of:

   (1) the Debtors' net invoice amount for all new
       vehicles, less holdback, adjustments and
       incentives and subject to mileage restrictions;

   (2) the value of all used vehicles as agreed upon by
       the Debtors and the Stalking Horse;

   (3) the value of certain GM parts at the price in the
       current GM parts schedules and the value of
       certain non-GM parts at dealer cost;

   (4) other parts at a price negotiated by the Debtors
       and the Stalking Horse;

   (5) $1,000,000 for all "fixed assets";

   (6) the Debtors' net cost for miscellaneous inventories;

   (7) $1,000 for goodwill and intangibles; and

   (8) $11,488,500 for the real property.

The sale will be free and clear of all liens, claims, interests,
and encumbrances, but subject to better bids.

As a condition precedent to the sale, General Motors has to
approve the Stalking Horse or other successful bidder as a
replacement Chevrolet dealer.  In order to consummate the proposed
sale, the Dealer Sales and Service Agreement by and between the
Debtor and GM  must be terminated in order for the Stalking Horse
and GM to enter into a replacement Chevrolet dealer agreement upon
the closing of the Proposed Sale, Mr. Solomon relates.

The termination of the Dealership Agreement is contingent upon the
successful sale of the Subject Property, GM's approval of the
winning bidder, and GM's entering into a replacement Chevrolet
dealer agreement with the winning bidder.

Accordingly, the Debtors seek the Court's permission to terminate
the Dealership Agreement.

                        About Bill Heard

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


BLUMENTHAL PRINT: Examiner Appointed; Wants Access to Cash
----------------------------------------------------------
R. Michael Bolen, U.S. Trustee for Region 5, said that at the
instructions of Judge Elizabeth W. Wagner of the U.S. Bankruptcy
Court for the Eastern District of Louisiana, he has appointed an
examiner in the jointly administered Chapter 11 cases of
Blumenthal Print Works, Inc. and Blumenthal Mills, Inc.:

    Philip A. Garrett, Sr.
    Certified Public Accountant
    117 Fairgounds Blvd .
    Bush, Louisiana 7043 1

The Debtors recently filed a motion with the Court seeking
approval to use cash and inventory which may subject to security
interests asserted by Whitney National Bank.  The Debtors entered
into a credit facility with the Whitney National Bank on December
7, 2004, evidenced by a Master Note in the principal sum of $25
million.  The Debtors entered into a new $25 million Master note
in November 2005. As of the petition date, the balance due to
Whitney on account of the Loan was approximately $20,000,000
million, subject to claims, defenses and offsets.

Given that Whitney asserts liens on substantially all of the
Debtors' assets except certain cash held by BMI, the Debtors
propose to grant to Whitney a replacement lien on certain post-
Petition Date assets, having the same respective priority as their
pre-petition liens, to secure any post-petition diminution in the
value thereof to the extent such interests are entitled to
adequate protection against such diminution under the Bankruptcy
Code.

The Debtors have an immediate need to use cash collateral and
their Inventory for the purpose of meeting necessary expenses
incurred in the ordinary course of their businesses, including
payroll and the costs associated with their restructuring and
these proceedings, while they restructure and reorganize their
indebtedness and
businesses in a manner that maximizes value and is fair and
equitable to all parties in interest.

The Debtors have filed an application to employ Jan M. Hayden,
Esq., Bernard H. Berins, and Troy P. Majoue, Esq., at Helelr
Draper Hayden Patrick & Horn, LLC as bankruptcy counsel.  The
Court approved in part and denied in part the application on an
interim basis pending a hearing on Dec. 2, 2008.  However, based
upon comments by the Court regarding representation of the Debtors
by a single firm, the Debtors have since decided that each of them
should have separate counsel.  Accordingly, BMI has elected to
retain Heller Draper as its counsel, and BPW has contacted the Law
Firm of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP
as its counsel.

Blumenthal Print said that it had assets of $1 million to $10
million, and debts of $10 million to $50 million.

The lists of unsecured creditors were filed separately for
Blumenthal Mills and Blumenthal Print Works.  BPW list of its 20
largest unsecured creditors is available at:

http://bankrupt.com/misc/Blumenthal_20LargestCreditiors.pdf

According to Furniture Today, BMI said it owes over $22 million to
its top 20 unsecured creditors, which include:

     -- Unifi Inc., owed $255,054;
     -- Monarch Knitting Machinery, $208,770;
     -- Bostik, $140,478;
     -- Akra Polyester, $125,258;
     -- Basell USA, $95,048;
     -- Dillon Yarn Corp., $92,267;
     -- Drake Extrusion, $91,672; and
     -- Muehlstein, $86,473.

BPW and its predecessors have been a New Orleans based business
for 84 years.  The business was started in 1924 by Sydney
Blumenthal, the grandfather of BPW's current president Harry J.
Blumenthal, JR.  BPW is a premier weaver of home decorative
fabrics.  BMI, which is 100% owned by BPW, which has a mill in
South Carolina that BPW's jaquard designs for upholstery.
According to BPW, it owes BMI $6,390,690 as of the petition date.

Court documents say that BPW has suffered from a drop in orders,
especially mattress ticking, partly due to the advent of one-sided
mattresses.  BPW said that it has been impacted by foreign
manufacturing and imports, particularly from China, which cuased
declining prices at retail.

To assist the Debtors, Mr. Blumenthal, the Debtors' president, has
loaned BMI the sum of $2,525,000 on an unsecured basis.  Whitney
Bank, however, has filed a motion seeking to prohibit the Debtors
from receiving capital contributions from Mr. Blumenthal, because
the cash infusions will only increase his insolvency.  Mr.
Blumenthal is a guarantor of all of Debtors' indebtedness to
Whitney.  Whitney commenced a civil action against Mr. Blumenthal
in state court on October 21, 2008, to enforce the terms of the
guaranty  Mr.
Blumenthal has loaned approximately $8 million to $10 million to
BPW and $2 million to $3 million.  According to Mr. Whitney,
because Mr. Blumenthal's indebtedness to Whitney exceeded his
assets, he was insolvent and the loans to the Debtors increased
his insolvency.

                   About Blumenthal Print

New Orleans, Los Angeles-based Blumenthal Print Works, Inc. --
http://www.blumenthalprintworks.com/-- operates a home furnishing
and decorative fabric company.  The company and its affiliate,
Blumenthal Mills, Inc., sell jacquard, circular knits and velours.

The company filed for Chapter 11 protection on Oct. 20, 2008
(Bankr. E. D. La. Case No. 08-12532).  Blumenthal Mills also filed
for Chapter 11 protection.  Bernard H. Berins, Esq., and Jan Marie
Hayden, Esq., at Heller Draper Hayden Patrick & Horn LLC, assist
the companies in their restructuring efforts.  The debtors listed
assets of $1 million to $10 million and debts of $10 million to
$50 million.


BOSCOV INC: Sovereign Bank Objects to Asset Sale to Family Group
----------------------------------------------------------------
Bankruptcy Law360 reports that secured creditor Sovereign Bank has
objected to the sale of all or substantially all of the assets of
Boscov's, Inc., and its debtor-affiliates to BLF Acquisition, Inc.
The report says Boscov's reorganization may have hit a stumbling
block as a result.

As reported by the Troubled Company Reporter on November 7, 2008,
Boscov's signed an Asset Purchase Agreement to sell its assets to
a family group led by Albert Boscov and Edwin Lakin.  Boscov's
terminated its agreement with Versa Capital Management, Inc.  In a
news statement, Mr. Lakin, Chairman and CEO, said the APA has the
support of the Official Creditors Committee.  The Company hopes to
receive Bankruptcy Court approval and to close the transaction
prior to the end of November, the statement added.

The U.S. Bankruptcy Court for the District of Delaware had
adjourned the sale hearing to November 18, 2008.  Pursuant to a
minute entry, the Debtors and parties-in-interest held a status
conference on the supposed Sale Hearing on November 13, where they
have indicated to continue discussions on the motion and to
finalize the details of the matter on November 18.

Boscov's bankruptcy counsel, Brad Erens, Esq., at Jones Day, in
Chicago, Illinois, told Judge Kevin Gross that the Debtors are
close to completing the deal and that the Purchasers are
finalizing the commitment letters from lenders as required under
the Asset Purchase Agreement, Reuters and other news sources
report.

The Citizens Voice said Albert Boscov, one of the founder of BLF
Acquisition and former executive of the Debtors, is struggling to
assemble the final $35,000,000 of the $240,000,000 he needs to
complete the sale.  "We don't have much time," Mr. Boscov told
the news agency.  "We're making some progress, but . . . it's
very hard to get bank financing right now.  If we don't get it,
it's liquidation."

The APA conditions the consummation of the Sale on the
Purchaser's delivery of an equity commitment, as well as a debt
financing commitment, to Boscov's.  The Debt Financing Commitment
ensures that the Debtors' obligation under the First Lien DIP
Facility will be satisfied in view of the Sale.

The November 13 minute entry also disclosed that the hearing on
Bank of America, N.A.'s motion to file under seal its Merchant
Agreement with the Debtors has also been postponed to November 18.

           Debtors Disclose Rule 6004-1 Compliance

In a separate filing, the Debtors disclosed, pursuant to Rule
6004-1 of the Local Rules of the Delaware Bankruptcy Court, that
their Asset Purchase Agreement with BLF Acquisition, Inc.
complied with the requirements of Rule 6004-1.

To that end, the Debtors referred to sections in the APA
requiring disclosure, that:

  (a) the parties have the right to terminate the APA if the
      Sale does not close on or before November 26, 2008;

  (b) the Purchaser has made a good faith deposit of $7,000,000
      in connection with the Sale;

  (c) each of the Sellers and Purchaser generally are required
      to preserve their records for the assets to be sold for a
      period of three years after closing and to make those
      records available to the other party for that period of
      time.  Excluded from those records, however, are the
      Debtors' minute books, stock ledgers, corporate seals
      stock certificates and other similar books and records
      that any Seller is required by law to retain, and all tax
      returns, financial statement and corporate or entity
      filings; and

  (d) the Debtors are selling certain avoidance actions to the
      Purchaser and the Purchaser has agreed not to assert or
      prosecute any of the preference claims or actions against
      the Debtors' vendors.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, the Debtors' local Delaware counsel,
said that the Purchaser has required the sale of avoidance of
actions to maintain vendor relationships after consummation of
the Sale, and to ensure the receipt of inventory and payment
terms necessary to manage the Debtors' businesses.

In the same light, the Debtors intend to sell Chapter 5 cause of
actions to the Purchaser, Mr. DeFranceschi said.  He noted that,
as a result, the Debtors and the Official Committee of Unsecured
Creditors have asked the Court to approve a settlement agreement
with respect to potential Chapter 5 causes of action against
certain of their current and former shareholders.

The Debtors also made reference to the Sale Order in connection
with Rule 6004-1, that:

  (e) the Purchaser is provided with certain releases, as is
      standard in a sale transaction of the kind contemplated in
      the APA.  Moreover, the Purchaser required those releases
      as part of the Sale;

  (f) the Debtors are authorized and are directed to remit or
      cause to be remitted on the Sale Closing date from the
      cash payable to the Debtors pursuant to the APA amounts
      necessary to fully pay their First Lien DIP Lenders and
      Second Lien DIP Lenders;

  (g) contains anti-successor liability provisions for the
      benefit of the Purchaser, as is standard in sale
      transactions of the kind contemplated in the APA, and were
      necessary inducements for the Purchaser to move forward
      with the Sale;

  (h) the Debtors are selling unexpired real property leases to
      the Purchaser;

  (i) contains a waiver of the 10-day stay period, as well as
      the 10-day stay period provided for in Rule 6006(d) of the
      Federal Rules of Bankruptcy Procedure.

Mr. DeFranceschi said time is of the essence concerning the
consummation of the Sale given the current state of the retail
industry.  He told the Court that the Debtors currently intends to
retain most, if not all, of their current management and key
employees after closing the Sale with BLF.

                        About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com/-- is America's largest family-owned
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  The Debtors' financial
advisor is Capstone Advisory Group and their investment banker is
Lehman Brothers, Inc.  The Debtors' claims agent is Kurtzman
Carson Consultants L.L.C.

Boscov's listed assets of $538 million and liabilities of
$479 million in its bankruptcy filing.

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


BRIGGS RANCH: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Briggs Ranch Grand Vacation Club LP filed with the U.S. Bankruptcy
Court for the District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $14,440,000
  B. Personal Property               $874,088
  C. Property Claimed as
     Exempt
  D. Creditors Holding                             $3,705,000
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding                             $2,437,672
     Unsecured Non-priority
     Claims
                                  -----------      ----------
     TOTAL                        $15,314,088      $6,142,672

Palm Springs, California-based Briggs Ranch Grand Vacation Club LP
-- http://www.briggsranch.com/-- owns and operates a resort park.
The company filed for Chapter 11 protection on Oct. 6, 2008
(Bankr. C. D. Calif. Case No. 08-23655).  William G. Barrett,
Esq., at McInerney & Dillon, Professional Corporation, represents
the company in its restructuring efforts.


BRIGGS RANCH: U.S. Trustee Objects to Counsel Application
---------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for the Central District of
California objects to the Notice and Application by Briggs Ranch
Grand Vacation Club LP of William G. Barrett as general bankruptcy
counsel, as the Application was not properly served and filed
pursuant to Local Bankruptcy Rule 2014-1(1 and (2).

The U.S. Trustee for the Central District of California tells the
Court that on Oct. 24, 2008, it received the aforementioned
Notice.  To date, the U.S. Trustee has not received the
Application.  The Application is also not filed with the Debtor's
Pacer Docket Sheet.

Palm Springs, California-based Briggs Ranch Grand Vacation Club LP
-- http://www.briggsranch.com/-- owns and operates a resort park.
The company filed for Chapter 11 protection on Oct. 6, 2008
(Bankr. C. D. Calif. Case No. 08-23655).  William G. Barrett,
Esq., at McInerney & Dillon, Professional Corporation, represents
the company in its restructuring effort.  In its schedules, the
company listed total assets of $15,314,088 and total debts of
$6,142,672.


BRITTANIA BULK: Files for Chapter 15 Bankruptcy to Stem Lawsuits
----------------------------------------------------------------
Bloomberg News' Christopher Scinta reports that Britannia Bulk Plc
south protection under Chapter 15 of the United States Code in the
Bankruptcy Court for the Southern District of New York from its
creditors seeking to take its assets.

London-based Britannia Bulk Holdings Inc. asked the Court for
authority to allow its United Kingdom bankruptcy to govern its
american creditors and stop them from filing lawsuits, Mr. Scinta
says.  According the the company's website, Mark Shaw, Malcolm
Cohen and Shay Bannon of BDO Stoy Hayward LLP were named joint
administrators of Britannia Bulk on Oct. 31, 2008.

Bloomberg quoted Mr. Shaw as saying, "Since late September 2008,
certain counterparties to Britannia's freight forwarding contracts
have filed over 14 actions against Britannia or its affiliates
seeking attachment and garnishment over the U.S. assets."

Nordea Bank Denmark A/S and Lloyd's TSB Group Plc wanted an
immediate repayment of $158.7 million outstanding on a loan and
that it was in talks with the banks about an asset sale, Bloomberg
says.  The company defaulted on the loan when a record plunge in
shipping rates and wrong-way bets on prices and fuel costs, the
report adds.

The company listed assets between $10 million and $50 million, and
debt as much as $1 billion in its filing, Bloomberg notes.

Headquartered in London, England, Brittania Bulk Plc --
http://www.britbulk.com/-- operates more than 70 ships and
barges.


BRITANNIA BULK: Voluntary Chapter 15 Case Summary
-------------------------------------------------
Chapter 15 Debtor: Britannia Bulk Plc
                   London, England

Bankruptcy Case No.: 08-14543

Type of Business: The Debtor's affairs, business and assets are
                  managed by Mark Shaw, Malcolm Cohen and Shay
                  Bannon of BDO Stoy Hayward LLP at 55 Baker
                  Street in London, as the joint administrators.
                  The firm can be reached at (020) 7486-5888.

                  See: http://www.britbulk.com/

Chapter 15 Petition Date: November 15, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Brian W. Harvey, Esq.
                  bharvey@goodwinprocter.com
                  Goodwin Procter LLP
                  The New York Times Building
                  620 Eighth Avenue
                  New York, NY 10018
                  Tel: (212) 813-8829
                  Fax: (212) 355-3333

Estimated Assets: $10 million to $50 million

Estimated Debts: More than $1 billion

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


BUFFETS HOLDINGS: Panel Says Plan Wasn't Filed in Good Faith
------------------------------------------------------------
Bankruptcy Law360 says the unsecured creditors of Buffets Holdings
Inc., have objected to the Debtors' reorganization plan, arguing
that the plan has not been proposed in good faith.

As reported by the Troubled Company Reporter, Buffets Holdings
filed its proposed Plan of Reorganization and related Disclosure
Statement with the U.S. Bankruptcy Court for the District of
Delaware on October 30, 2008.  The key elements of the Plan
include:

   -- Holders of the Company's prepetition senior secured loans
      will receive, in aggregate, from 93.7% to 96.1% of the
      newly issued common stock in the reorganized company upon
      its emergence from Chapter 11.

   -- Holders of senior notes and deficiency claims related to
      the prepetition senior secured loans will receive, in
      aggregate, from 3.3% to 5.3% of the newly issued common
      stock.

   -- Holders of general unsecured claims will receive, in
      aggregate, from 0.6% to 1.0% of the newly issued common
      stock.  The estimated recovery for general unsecured claims
      is expected to be between 1.9% and 3.1% of allowed claims.

   -- Holders of general unsecured claims of $25,000 or less can
      participate in a convenience class in which they will
      receive cash equal to 8% of their allowed claims.  Holders
      of general unsecured claims of greater than $25,000 can
      elect to reduce their allowed claim to $25,000 so that they
      can participate in the convenience class.

   -- The Company's current common stock and warrants will be
      extinguished upon its emergence from Chapter 11.

   -- It is anticipated that the reorganized company will emerge
      from bankruptcy as a privately held enterprise, with an
      initial board of directors comprised of five directors,
      four of whom will be designated by the Company's
      prepetition lenders.  Current CEO Mike Andrews will
      continue to serve as a director.

The Disclosure Statement also includes information about financial
estimates regarding the Company's reorganized business enterprise
value, and a description of the events leading up to and during
Buffets Holdings' Chapter 11 cases.

With the filing of the Plan, Buffets Holdings said it is
positioned to emerge from Chapter 11 protection during the first
quarter of calendar 2009, with a stronger balance sheet,
significantly less debt and greater resources to operate
effectively and invest in its business.

Having now filed its Plan of Reorganization, the Buffets Holdings
said it will focus on securing exit financing to replace its
Debtor-in-Possession financing when the Company emerges from
Chapter 11 and to provide future working capital.

The Plan provides for the Company's existing lenders to become
significant shareholders of the Company upon emergence.

"The filing of our Plan of Reorganization and Disclosure Statement
marks a substantial achievement in the Chapter 11 process," said
Mike Andrews, Chief Executive Officer of Buffets Holdings.  "We
believe that all of the parties involved will agree that the
proposed Plan is a fair and reasonable settlement and compromise
of all outstanding issues and provides the best opportunity for
maximum recoveries for creditors."

"When we emerge from bankruptcy, Buffets Holdings will be stronger
and more financially secure," he continued.  "We will have
substantially less debt and the right level of resources to
operate effectively and make investments that ensure we can
continue to deliver the highest quality food, service, and value
to our guests."

Mr. Andrews concluded, "I want to thank our Team Members for their
hard work and steady support during this process.  Because of
their dedication to the Company, we have been able to continue
providing outstanding meals and service to our guests, and are now
well-positioned to succeed in the future. I would also like to
express our appreciation for the continued loyalty of our valued
customers, suppliers and business partners."

Over the past several months, Buffets Holdings has focused its
efforts on right-sizing the organization, including streamlining
its portfolio of restaurants and reducing operating expenses
across the business.

                     About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc.,  which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc. employs approximately 37,000
team members and serves approximately 200 million customers
annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., M. Blake Cleary, Esq., and
Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as claims and balloting
agent.  The U.S Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  The
Committee selected Otterbourg Steindler Houston & Rosen PC and
Pachulski Stang Ziehl Young &Jones as counsels.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CARUSO HOMES: Has Chapter 11 Bankruptcy Control Until May 1
-----------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the United States
Bankruptcy Court for the District of Maryland extended Caruso
Homes Inc.'s exclusive period of to file a Chapter 11 plan until
May 1, 2009.

Caruso Homes said it has difficulties scheduling meetings with its
nine secured lenders who are experiencing internal financial
crisis, Mr. Rochelle relates.

Headquartered in Crofton, Maryland, Caruso Homes Inc. --
http://www.carusohomes.com/-- is a custom home builder.  The
company and 24 of its debtor-affiliates filed for Chapter 11
protection on June 23, 2008 (D. Md. Lead Case No. 08-18254).  Joel
I. Sher, Esq., at Shapiro Sher Guinot & Sandler P.A, represents
the Debtors as counsel.  The Debtors' schedules showed assets of
$16,105,716 and liabilities of $115,809,357.


CHRYSLER LLC: Seeks $7 Billion of Requested Auto Financial Aid
--------------------------------------------------------------
Siobhan Hughes at Dow Jones Newswires reports that Chrysler LLC
CEO Robert Nardelli said that his company wants $7 billion of the
requested $25 billion in emergency funding from the government.

American Bankruptcy Institute reports that the U.S. Senate
Democrats released details of a $25 billion Auto Rescue Package.
The funding is part of an economic stimulus package carved from
the $700 billion financial market bailout, the report says.
Bankruptcy Law360 says top executives of U.S. automakers on
Tuesday made their case before a Senate panel, arguing that they
should be next in line to get government aid in the wake of the
financial crisis.

Dow Jones relates that General Motors CEO Rick Wagoner said that
the company wants $10 billion to $12 billion of the requested
funding.  According to Dow Jones, Mr. Wagoner told Sen. Bob Corker
at a Senate Banking Committee hearing, "We felt that we should get
our proportionate market share of that."

Ford Motor Co. CEO Alan Mulally said that his company is seeking
$7 billion to $8 billion, Dow Jones states.

                    Curbs in Executives' Pay

Matthew Dolan at The Wall Street Journal reports that GM and Ford
may set up caps on executive pay.  The report says that the bill
in the House of Representatives has provisions that would bar
bonuses for executives of companies receiving loans.  The report
states that the bill in the congress would demand:

     -- no bonuses to workers making more than $200,000,
     -- no "golden parachutes" payouts to fleeing executives, and
     -- "no compensation plan that could encourage manipulation
        of reported earnings to enhance compensation."

Chrysler said in a statement that it expected any loan package to
come with conditions "including taxpayers having equity.  We do
not expect that this is a final product.  The company is open to
further discussions with Congress."

Ford Motor and GM spokespersons said their companies are reviewing
the bills released on Monday, WSJ relates.  The companies are
already taking steps that would effectively institute similar
kinds of caps, the report says, citing the spokespersons.

WSJ states that Mr. Wagoner's salary was increased by 33% to about
$2.2 million this year -- compared to $1.65 million in 2007 -- and
equity compensation of at least $1.68 million for his performance
in 2007, even though GM has been losing money since 2005.
According to the report, Mr. Wagoner was also awarded 75,000
restricted stock units valued at $1.68 million, based on GM's
closing stock price in March, and given stock options representing
500,000 shares.

WSJ reports that GM officials insist those reported figures need
context.  Mr. Wagoner took a 50% cut in his base salary pay in
2006, the report states, citing GM spokesperson Tony Cervone.
Figures cited by the company indicate that Mr. Wagoner's overall
compensation is down from 2003 when he made $8.3 million in
compensation from salary and bonuses alone.  Mr. Cervone said that
much of Mr. Wagoner's overall compensation is also "at-risk," or
tied to the stock price of the company which has dropped.  GM,
according to the report, said that they would cut bonuses this
year.

Mr. Mulally, says WSJ, has also got "a rich pay package," while
Ford is losing money and even pulled back from a pledge to return
to profitability in 2009.  WSJ relates that Ford reported in April
2008 the Mr. Mulally received $2 million in base salary, a $4
million bonus and more than $11 million of stock and options last
year.  The report says that Mr. Mulally's base salary remained the
same over 2006.  According to the report, Mr. Mulally has earned
almost $50 million in compensation since leading Ford.


WSJ relates that after Mr. Mulally's pay package was disclosed,
Ford said that it will pay bonuses to hourly and salaried
employees despite its losses, partly to avoid any bitterness among
the rank and file.  Ford executives said in a conference call
earlier this month that those bonuses have now been cut.  Mr.
Mulally said in "Good Morning America" that Ford has stopped merit
raises, incentives and bonuses for top management.

Less is known about Chrysler CEO Robert Nardelli's package because
the company is privately held, WSJ says.

According to WSJ, Chrysler said it will keep multimillion dollar
retention bonuses promised to executives in 2007, when it was
taken over the private equity firm, Cerberus Capital Management.
A Chrysler spokesperson said that those bonuses will be paid out
in August 2009, the report says.  They were valued at $30 million,
but have been reduced because some executives have already left
the company without being able to cash out their bonus, the report
states, citing the spokesperson.

                   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.


CHOCTAW RESORT: S&P Downgrades Corporate Credit Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
Choctaw Resort Development Authority by one notch and placed them
on CreditWatch with negative implications.  The corporate credit
rating was lowered to 'BB-' from 'BB'.

"The ratings downgrade and CreditWatch listing reflect S&P's
concern with the continued deterioration in the CRDE's operating
performance and the rapid decline in EBITDA," said Standard &
Poor's credit analyst Michael Listner.

Based on the CRDE's debt level and management's expectation for a
violation of the total leverage covenant at the end of fiscal 2008
(ending Sept. 30), S&P expects that EBITDA in the fourth quarter
declined in excess of 35% from the prior-year period.  Given
performance through the first nine months of fiscal 2008, this
implies an EBITDA decline of approximately 35% to 40% on a full-
year basis, and total debt leverage of approximately 3.0x at
Sept. 30, 2008.  Despite the deterioration in operating
performance, S&P anticipates that a waiver and amendment would
likely be accommodated based on the CRDE's relatively conservative
approach to managing its balance sheet and the fact that total
leverage remains moderate.  Still, the ratings will remain on
CreditWatch with negative implications until S&P can better assess
the certainty with which an amendment will be executed and the
resulting terms of the agreement.

The return of gaming capacity to the Gulf Coast region, the
disruptions caused by this year's hurricane season, and the
current economic environment has greatly challenged the operations
of the CRDE.  Based on the assumption that consumer discretionary
spend will continue to be depressed through much of next year, S&P
expects similar EBITDA declines of up to 30% during fiscal 2009
(ending Sept. 30), resulting in total debt to EBITDA of
approximately 4.0x, assuming no additional debt repayment.

In resolving the CreditWatch listing, Standard & Poor's will
reassess the prospects for operating performance and monitor the
progress and resulting terms of an expected amendment to the
senior credit facility.  S&P will also assess the impact an
amendment will have on the CRDE's credit measures and liquidity
position.


CIRCUIT CITY: Mexican Mogul Increases Stake to 47MM Shares
----------------------------------------------------------
Mexican mogul, Pliego Ricardo Benjamin Salinas, acquired, and is
now deemed to own, 47,182,688 shares of Circuit City Store, Inc.
common stock, discloses attorney-in-fact, Jose Abraham Garfias,
in separate regulatory filings dated November 14 and 17, 2008,
with the Securities and Exchange Commission:

                   Securities            Amount of Securities
Transaction Date    Acquired    Price     Beneficially Owned
----------------   ---------    -----    ------------------
   11/12/2008      5,320,248   $0.2231       22,145,688
   11/13/2008     19,830,000   $0.2421       41,975,688
   11/14/2008      5,207,000    $0.263       47,182,688

Prior to the acquisition, Mr. Garfias said, Mr. Salinas owned
16,825,440 shares of Circuit City stock as of November 12, 2008.

Following the transactions, Mr. Salinas raised his stake in
Circuit City Stores to more than 13 percent to become the
electronics retailer's biggest shareholder, reports Bloomberg
News.

Mr. Salinas is the fourth-richest Mexican, with a net worth of
$6.3 billion, says Bloomberg, citing Forbes magazine.

Circuit City previously disclosed that HBK Investments is its
largest shareholder with an 8.7% stake.  Next on the list are
First Pacific Advisors and Mark Wattles.

According to The Wall Street Journal, Mr. Salinas -- whose
fortune comes from television, retail and cellular businesses --
controls Grupo Elektra, with electronics, appliance and furniture
stores in Mexico and Latin America; Mexico's No. 2 broadcaster,
TV Azteca SA; and Banco Azteca, one of Mexico's largest
microlenders.

                 About Circuit City Stores, Inc.

Headquartered in Richmond, Virginia, Circuit City Stores, Inc.
(NYSE: CC) is a leading specialty retailer of consumer electronics
and related services.  At Oct. 31, 2008, its domestic segment
operated 712 superstores and 9 outlet stores in 165 U.S. media
markets.  At Sept. 30, its international segment operated through
770 retail stores and dealer outlets in Canada.

Circuit City also operates Web sites at
http://www.circuitcity.com/, http://www.thesource.ca/and
http://www.firedog.com/.

The Debtor and 17 of it debtor-affiliates filed for Chapter 11
protection on November 10, 2008, (Bankr. E.D. Va. Case No.: 08-
35653) The Debtors' general restructuring counsel is consist of
Gregg M. Galardi, Esq., Ian S. Fredericks, Esq., Timothy G. Pohl,
Esq. and Chris L. Dickerson, Esq. at Skadden, Arps, Slate, Meagher
& Flom LLP.  The Debtors' local restructuring counsel is consist
of Dion W. Hayes, Esq. and Douglas M. Foley, Esq. at McGuireWoods
LLP.  The Debtors' special financing counsel is Kirkland & Ellis
LLP.  Their special securities counsel is Wilmer, Cutler,
Pickering, Hale and Dorr, LLP.  The Debtors' financial advisor is
FTI Consulting, Inc.  The Debtors' financial advisor is Rotschild
Inc.  The Debtors' Canadian gen. restructuring counsel is Osler,
Hoskin & Harcourt LLP.  Their claims agent is Kurtzman Carson
Consultants LLC.  At Aug. 31, 2008, the Debtor's financial
condition showed total assets of $3,400,080,000 and estimated
debts of $2,323,328,000.

(Circuit City Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).



CIRCUIT CITY: Seeks to Reject $40-Mil. Store Leases
---------------------------------------------------
Circuit City Stores, Inc., is a party to the Leases governing
premises, which were previously used by the Debtors as retail
stores or distribution centers.  Prior to the Petition Date, the
Debtors vacated the Premises, and surrendered possession to the
landlords.  The Debtors may continue, however, to be obligated to
pay rent under the Leases, even though they will have no
continuing operations in those facilities and no other productive
use for the Premises.  The estimated annual cost of the Leases is
approximately $40,000,000.

By this motion, the Debtors seek the Court's authority to (i)
reject the unexpired leases of nonresidential real property,
including any amendments, modifications or subleases, effective
as of the Petition Date, unless previously terminated by
agreement, and (ii) abandon any equipment, furniture, or fixtures
located at the premises on the Petition Date.

A schedule of the Leases' locations is available for free at:
http://bankrupt.com/misc/Leases_for_Rejection.pdf

The Debtors propose to offer the landlords associated with the
Leases an opportunity to object to the rejection following entry
of an order granting the request.

In considering their options, the Debtors believe that there
remains no other viable possibility other than rejection of the
Leases, says the Debtors' proposed counsel, Gregg M. Galardi,
Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in
Wilmington, Delaware.  He notes that the Debtors are in the
process of closing certain underperforming or unprofitable
stores, including those subject to the Leases.

Through the rejection of the Leases, the Debtors will be relieved
from paying the rent, as well as certain other costs, including
taxes, insurance, operating expenses, and other future related
charges associated with the Leases.  Moreover, the Debtors will
avoid incurring unnecessary administrative charges that provide
no tangible benefit to the Debtors' estates.  The resulting
savings from the rejection of the Leases will increase the
Debtors' future cash flow and assist the Debtors in managing
their estates, Mr. Galardi says.

"[R]ejection of the Leases and abandonment of the Abandoned
Property effective as of the Petition Date is necessary and
justified under the circumstances," Mr. Galardi says.  He
contends that the proposed rejection and abandonment will not
harm or prejudice the Landlords, and the Debtors propose to
provide the Landlords with an opportunity to object to the
request.

If objection is filed by a Landlord, the Debtors further request
that a hearing on the objection be held on or before December 1,
2008.

                         *     *     *

The Court has authorized the Debtors to reject the Leases,
effective as of the Petition Date, provided that the Debtors
surrendered possession of the Premises not later than
November 12, 2008.

Judge Huennekens, however, ruled that nothing in the order will
preclude a Landlord from seeking rejection damages against a
guarantor of a rejected guaranty, in addition to the Landlord's
right to seek lease rejection damages.

The Court has also allowed the Debtors to abandon all the
Abandoned Property located at the Premises.  The Landlords may,
in their sole discretion and without further notice, dispose of
the Abandoned Property without liability to the Debtors or any
third parties claiming an interest in the Abandoned Property.

Deadline for the Landlords to file an objection to the request is
on November 20, 2008.  If objections are filed, a hearing on the
objections will be held on December 5, at 10:00 a.m.


                 About Circuit City Stores, Inc.

Headquartered in Richmond, Virginia, Circuit City Stores, Inc.
(NYSE: CC) is a leading specialty retailer of consumer electronics
and related services.  At Oct. 31, 2008, its domestic segment
operated 712 superstores and 9 outlet stores in 165 U.S. media
markets.  At Sept. 30, its international segment operated through
770 retail stores and dealer outlets in Canada.

Circuit City also operates Web sites at
http://www.circuitcity.com/, http://www.thesource.ca/and
http://www.firedog.com/.

The Debtor and 17 of it debtor-affiliates filed for Chapter 11
protection on November 10, 2008, (Bankr. E.D. Va. Case No.: 08-
35653) The Debtors' general restructuring counsel is consist of
Gregg M. Galardi, Esq., Ian S. Fredericks, Esq., Timothy G. Pohl,
Esq. and Chris L. Dickerson, Esq. at Skadden, Arps, Slate, Meagher
& Flom LLP.  The Debtors' local restructuring counsel is consist
of Dion W. Hayes, Esq. and Douglas M. Foley, Esq. at McGuireWoods
LLP.  The Debtors' special financing counsel is Kirkland & Ellis
LLP.  Their special securities counsel is Wilmer, Cutler,
Pickering, Hale and Dorr, LLP.  The Debtors' financial advisor is
FTI Consulting, Inc.  The Debtors' financial advisor is Rotschild
Inc.  The Debtors' Canadian gen. restructuring counsel is Osler,
Hoskin & Harcourt LLP.  Their claims agent is Kurtzman Carson
Consultants LLC.  At Aug. 31, 2008, the Debtor's financial
condition showed total assets of $3,400,080,000 and estimated
debts of $2,323,328,000.

(Circuit City Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: May Close Another 150 Stores, Accdg. to Gizmodo
-------------------------------------------------------------
Circuit City is looking to close another 150 stores in the next
couple of weeks, reports Mark Wilson of Gizmodo, citing a
reliable industry source.

"As for which stores close, it'll be a simple question of which
locations remaining have the worst profitability," says Mr.
Wilson.  "Black Friday looks to be a large indicator of how this
whole scenario will play out."

As previously reported, Circuit City and a joint venture
comprised of Hilco Merchant Resources, LLC, and Gordon Brothers
Retail Partners, LLC, executed a Store Closing Agreement on
October 31, 2008, under which Hilco, as Agent, commenced Store
Closing Sales on November 5.

As a result of the Store Closing Sales, Circuit City laid-off
about 1,300 employees on November 7, 2008.

The Store Closing Sales is currently ongoing.

                 About Circuit City Stores, Inc.

Headquartered in Richmond, Virginia, Circuit City Stores, Inc.
(NYSE: CC) is a leading specialty retailer of consumer electronics
and related services.  At Oct. 31, 2008, its domestic segment
operated 712 superstores and 9 outlet stores in 165 U.S. media
markets.  At Sept. 30, its international segment operated through
770 retail stores and dealer outlets in Canada.

Circuit City also operates Web sites at
http://www.circuitcity.com/, http://www.thesource.ca/and
http://www.firedog.com/.

The Debtor and 17 of it debtor-affiliates filed for Chapter 11
protection on November 10, 2008, (Bankr. E.D. Va. Case No.: 08-
35653) The Debtors' general restructuring counsel is consist of
Gregg M. Galardi, Esq., Ian S. Fredericks, Esq., Timothy G. Pohl,
Esq. and Chris L. Dickerson, Esq. at Skadden, Arps, Slate, Meagher
& Flom LLP.  The Debtors' local restructuring counsel is consist
of Dion W. Hayes, Esq. and Douglas M. Foley, Esq. at McGuireWoods
LLP.  The Debtors' special financing counsel is Kirkland & Ellis
LLP.  Their special securities counsel is Wilmer, Cutler,
Pickering, Hale and Dorr, LLP.  The Debtors' financial advisor is
FTI Consulting, Inc.  The Debtors' financial advisor is Rotschild
Inc.  The Debtors' Canadian gen. restructuring counsel is Osler,
Hoskin & Harcourt LLP.  Their claims agent is Kurtzman Carson
Consultants LLC.  At Aug. 31, 2008, the Debtor's financial
condition showed total assets of $3,400,080,000 and estimated
debts of $2,323,328,000.

(Circuit City Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


COMMERCIAL MORTGAGE: Reschedules Creditors Meeting on Dec. 12
-------------------------------------------------------------
Samantha Ptashkin at WREX.com reports that Commercial Mortgage &
Finance Company has moved a meeting for its 1300 creditors to
Dec. 12, 2008.

WREX.com relates that the meeting was initially set for late last
week to inform Commercial Mortgage's creditors the status of their
investments.  According to the report, the meeting never occurred
because the venue at Stewart Square at 308 W. State Street could
only fit about 50 people.  The report says that hundreds of
investors packed the building that police had to come to monitor
the crowd.  The meeting will be held in a larger venue, the report
states.

The creditors must file their proofs of claim before the end of
the year, according to WREX.com.

WREX.com states that Commercial Mortgage will continue doing
business and the company aims to emerge from Chapter 11.  "I think
there are a great many performing mortgages and several important
real-estate investments in this immediate area and given time will
be converted in to money," the report quoted Creditors Committee
Chairperson Jim Larson as saying.

                  About Commercial Mortgage

Rockford, Illinois-based Commercial Mortgage & Finance Co. offers
promissory notes to customers on a nine- or 12-month term as an
investment opportunity.  The company filed for Chapter 11
protection on Oct. 7, 2008.  Gregory J. Jordan, Esq., at
Polsinelli Shalton Flanigan Suelthaus PC represents the Debtor in
its restructuring effort.  The company listed assets below $50,000
and liabilities below $50,000.


CONVEYER CO: Sells ZMI/Portec Assets to Semcan Inc. for $1.95MM
---------------------------------------------------------------
Semcan Inc. acquired certain assets of the ZMI/Portec division of
The Conveyer Company, an Iowa corporation which had been in
voluntary bankruptcy, for total consideration of $1.95 million.

The assets include accounts receivable, inventory, equipment and
proprietary information relating to ZMI's principal product, a
slaker device used in many of Semcan's engineered solutions.  The
ZMI slaker is considered to be the industry standard in systems
designed to perform flue gas desulphurization and water
remediation.  The acquisition gives Semcan control over this
critical piece of equipment and is expected to expand Semcan's
systems integration business.

Commenting on this acquisition, John Plaskon, president of Semco
Systems Limited said, "The acquisition of this intellectual
property relating to the ZMI Portec lime slaker gives us a real
competitive edge in our market places.  The strategic importance
of controlling these assets should not be understated -- it
secures our backlog levels and more importantly positions the
company as the leading supplier in Canada of engineered chemical
reagent delivery systems, to the power, mining and water treatment
industries."

Semcan financed the acquisition with a bridge loan of C$3,000,000
which bears interest at 1.66% per month and is repayable by
May 13, 2009.  The term of the bridge loan may be extended past
the initial maturity date for a second 6 month term at Semcan's
option.  If extended, the interest rate for the second term is
2.5% per month, and the lender will receive 600,000 common share
purchase warrants exercisable at $0.50 per share for a period of
2 years.  Semcan also paid the lender a $50,000 standby fee.
Semcan intends to refinance the bridge loan through a conventional
bank loan and/or equity to reduce the service costs.

Headquartered in Sibley, Iowa, The Conveyor Company filed for
Chapter 11 protection on September 24, 2008, (Bankr. N. D. Iowa
Case No.: 08-02058).  Jeana L. Goosmann, Esq. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed assets between
$1 million to $10 million and debts of $1 million to
$10 million.


CORRECTIONS CORP: Share Repurchase Won't Affect S&P's 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Nashville, Tennessee-based Corrections Corp. of America
(CCA; BB/Stable/--) are currently unaffected by the company's
announcement that it will commence a share repurchase program of
up to $150 million through 2009.  However, the company's
announcement signals a more aggressive policy toward shareholder
returns.  CCA's financial flexibility for future capacity
expansion could be reduced because of its use of expected modest
free cash flow, plus some additional debt, for share repurchases;
the company's free cash flow is not expected to turn positive
until 2009.

S&P expects CCA to maintain credit measures near current levels,
including about 3x adjusted leverage.  However, S&P would consider
revising the outlook to negative if adjusted leverage reached
3.5x, or if the company's credit measures weaken because of a
continuation of largely debt-financed share repurchases in
combination with higher than expected capital expenditures.  An
outlook revision to positive is unlikely in the near term, given
the company's more aggressive policy toward shareholder returns.


CREDIT SUISSE: Fitch Downgrades Ratings on Six Cert. Classes
------------------------------------------------------------
Fitch Ratings downgrades and maintains the Rating Watch Negative
on these non-pooled classes of CS First Boston Mortgage Securities
Corp., pass-through certificates, series 2007-TFL2:

  -- $8.9 million class BSL-A to 'BB' from 'AA-'; Rating Watch
     Negative;

  -- $9.0 million class BSL-B to 'BB' from 'A+'; Rating Watch
     Negative;

  -- $8.9 million class BSL-C to 'BB' from 'A'; Rating Watch
     Negative;

  -- $8.9 million class BSL-D to 'BB' from 'A-'; Rating Watch
     Negative;

  -- $7.9 million class BSL-E to 'B' from 'BBB+'; Rating Watch
     Negative;

  -- $9.9 million class BSL-F to 'B' from 'BBB'; Rating Watch
     Negative.

In addition, Fitch affirms these 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.


FANNIE MAE: Fails NYSE $1.00 Stock Price Criteria, Faces Delisting
------------------------------------------------------------------
Fannie Mae received a notification from the New York Stock
Exchange saying that the company has failed to satisfy one of the
stock exchange's standards for continued listing of its common
stock.

The NYSE advised Fannie Mae that it was below the exchange's price
criteria for common stock because the average closing price of
Fannie Mae's common stock for the 30 consecutive trading days
ended Nov. 12, 2008, was less than $1.00 per share.  As a result,
the company's common stock and each of its listed series of
preferred stock are subject to suspension and delisting unless the
company notifies the NYSE by Nov. 26, 2008, of its intent to cure
this deficiency.  If the company provides this notice, it will
have six months from Nov. 12, 2008, subject to monitoring by the
NYSE, to bring its common stock share price and average share
price for 30 consecutive trading days above $1.00.

Dow Jones Newswires relates that if Fannie Mae is able to inform
NYSE of a "cure," Fannie Mae will have until May 12, 2009, to cure
the deficiency before it is suspended.

Fannie Mae is currently working with its conservator, the Federal
Housing Finance Agency, to explore options relating to this
deficiency and has not yet determined its response or any specific
action that it will take as a result of the exchange's notice.


Fannie Mae's common stock and each of the company's listed series
of preferred stock currently remain listed on the exchange under
the symbol or prefix "FNM," and will trade on the main platform.
Further, each will be assigned a ".BC" indicator by the NYSE to
indicate to investors that the company is not currently in
compliance with the exchange's continued listing standards.

        Fannie Mae Returns to Long-term Debt Market

Prabha Natarajan at Dow Jones reports that Fannie Mae returned to
the long-term debt market and raised $2 billion on Monday.

Dow Jones relates that Fannie Mae had canceled its scheduled
fundraising in debt markets in October 2008, relying instead on
using short-term debt to finance its longer-term mortgage asset
purchases.

Fannie Mae, according to Dow Jones, had to pay a higher risk
premium than it had when it sold similar securities earlier this
year.  Dow Jones says that banks were the main buyers of the
$1 billion of five-year notes and $1 billion of three-year notes,
that carried the same maturity and terms of existing debt sold
earlier this year.  Fannie Mae "paid a risk premium of 1.43
percentage point over comparable U.S. Treasurys on its three-year
note offering for a yield of 2.948%," Dow Jones relates.  The
report says that the bond fetched a risk premium of 1.23
percentage point when it was sold in August 2008.

According to Dow Jones, Fannie Mae sold the $1 billion of five-
year notes with a risk premium of 1.28 percentage point for a
yield of 3.59%, about a half-percentage point higher than the
premium charged in June 2008 for the same bonds.

                   Fannie Mae Redemption

Fannie Mae will redeem the principal amount indicated for these
securities issue on the redemption dates indicated below at a
redemption price equal to 100% of the principal amount redeemed,
plus accrued interest thereon to the date of redemption:

Principal     Security  Interest
Amount         Type  Rate    Maturity  CUSIP       Redemption
Date                  Date
$200,000,000   MTN   4.970%  Nov. 28,  31398AJW3   Nov. 28,
                             2012                  2008

James R. Hagerty at The Wall Street Journal reports that the
National Association of Home Builders CEO Jerry Howard said that
Fannie and Freddie "are teetering on the brink" as losses increase
and borrowing costs rise, and called for the government to
guarantee their debt.  Mr. Howard also asked the Congress to come
up with a new structure and better-defined role for Fannie Mae and
Freddie Mac, the report says.

Bank of America Corp. CEO Kenneth Lewis, according to WSJ, called
for scrapping Fannie Mae and Freddie Mac's business model, saying
that the U.S. should "move in the direction of a system that
relies more on private-sector institutions," without government
guarantees, to channel money from investors to home-mortgage
lenders.

The government should make its support of Fannie Mae and Freddie
Mac "more explicit" to increase investor confidence and push down
mortgage interest rates, WSJ states, citing Mr. Lewis.

According to WSJ, trade group Mortgage Bankers Association will
hold a meeting of lenders, real-estate brokers, and academics in
Washington on Wednesday to discuss how Freddie Mac and Fannie Mae
might be reshaped, and how the U.S. could best guarantee a steady
flow of money into home mortgages.

                        About Fannie Mae

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

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

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

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


FINLAY ENTERPRISES: S&P Downgrades Corporate Credit Rating to 'CC'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on New York City-based Finlay Enterprises Inc., and
its wholly owned subsidiary Finlay Fine Jewelry, to 'CC' from
'CCC' and placed the ratings on CreditWatch with negative
implications.

This action follows the announcement that Finlay has concluded
discussions with certain holders of its 8 3/8% senior notes due
June 2012 related to a financial recapitalization of the company.
At the same time, S&P has lowered the issue-level rating on these
notes to 'C' from 'CCC-'.  The recovery rating on the notes
remains unchanged at '5'.

"If the offer is completed," said Standard & Poor's credit analyst
David Kuntz, "we will lower the corporate credit rating to 'SD'
and the rating on the notes to 'D'."  S&P will then reevaluate the
corporate credit rating based on the new capital structure.


FORD MOTOR: Seeks Up to $8BB of Requested Auto Financial Aid
------------------------------------------------------------
Siobhan Hughes at Dow Jones Newswires reports that Ford Motor Co.
CEO Alan Mulally said that his company is seeking $7 billion to $8
billion of the requested $25 billion in emergency funding from the
government.

American Bankruptcy Institute reports that the U.S. Senate
Democrats released details of a $25 billion Auto Rescue Package.
The funding is part of an economic stimulus package carved from
the $700 billion financial market bailout, the report says.
Bankruptcy Law360 says top executives of U.S. automakers on
Tuesday made their case before a Senate panel, arguing that they
should be next in line to get government aid in the wake of the
financial crisis.

Dow Jones relates that General Motors CEO Rick Wagoner said that
the company wants $10 billion to $12 billion of the requested
funding.  According to Dow Jones, Mr. Wagoner told Sen. Bob Corker
at a Senate Banking Committee hearing, "We felt that we should get
our proportionate market share of that."

Chrysler LLC CEO Robert Nardelli said that his company wants
$7 billion, Dow Jones states.

                    Curbs in Executives' Pay

Matthew Dolan at The Wall Street Journal reports that GM and Ford
may set up caps on executive pay.  The report says that the bill
in the House of Representatives has provisions that would bar
bonuses for executives of companies receiving loans.  The report
states that the bill in the congress would demand:

     -- no bonuses to workers making more than $200,000,
     -- no "golden parachutes" payouts to fleeing executives, and
     -- "no compensation plan that could encourage manipulation
        of reported earnings to enhance compensation."

Chrysler said in a statement that it expected any loan package to
come with conditions "including taxpayers having equity.  We do
not expect that this is a final product.  The company is open to
further discussions with Congress."

Ford Motor and GM spokespersons said their companies are reviewing
the bills released on Monday, WSJ relates.  The companies are
already taking steps that would effectively institute similar
kinds of caps, the report says, citing the spokespersons.

WSJ states that Mr. Wagoner's salary was increased by 33% to about
$2.2 million this year -- compared to $1.65 million in 2007 -- and
equity compensation of at least $1.68 million for his performance
in 2007, even though GM has been losing money since 2005.
According to the report, Mr. Wagoner was also awarded 75,000
restricted stock units valued at $1.68 million, based on GM's
closing stock price in March, and given stock options representing
500,000 shares.

WSJ reports that GM officials insist those reported figures need
context.  Mr. Wagoner took a 50% cut in his base salary pay in
2006, the report states, citing GM spokesperson Tony Cervone.
Figures cited by the company indicate that Mr. Wagoner's overall
compensation is down from 2003 when he made $8.3 million in
compensation from salary and bonuses alone.  Mr. Cervone said that
much of Mr. Wagoner's overall compensation is also "at-risk," or
tied to the stock price of the company which has dropped.  GM,
according to the report, said that they would cut bonuses this
year.

Mr. Mulally, says WSJ, has also got "a rich pay package," while
Ford is losing money and even pulled back from a pledge to return
to profitability in 2009.  WSJ relates that Ford reported in April
2008 the Mr. Mulally received $2 million in base salary, a $4
million bonus and more than $11 million of stock and options last
year.  The report says that Mr. Mulally's base salary remained the
same over 2006.  According to the report, Mr. Mulally has earned
almost $50 million in compensation since leading Ford.


WSJ relates that after Mr. Mulally's pay package was disclosed,
Ford said that it will pay bonuses to hourly and salaried
employees despite its losses, partly to avoid any bitterness among
the rank and file.  Ford executives said in a conference call
earlier this month that those bonuses have now been cut.  Mr.
Mulally said in "Good Morning America" that Ford has stopped merit
raises, incentives and bonuses for top management.

Less is known about Chrysler CEO Robert Nardelli's package because
the company is privately held, WSJ says.

According to WSJ, Chrysler said it will keep multimillion dollar
retention bonuses promised to executives in 2007, when it was
taken over the private equity firm, Cerberus Capital Management.
A Chrysler spokesperson said that those bonuses will be paid out
in August 2009, the report says.  They were valued at $30 million,
but have been reduced because some executives have already left
the company without being able to cash out their bonus, the report
states, citing the spokesperson.

                 About Ford Motor Co.

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

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

                       *     *     *

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

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


FORD MOTOR: To Reduce Equity Stake in Mazda to Raise Cash
---------------------------------------------------------
Ford Motor Company will sell a portion of its 33.4% ownership
stake in Mazda Motor Corp. in order to raise cash.  Ford's stake
in Mazda will be reduced to just over 13% following the sale.

"The action is in line with Ford's plan to strengthen its balance
sheet and ensure it has the resources to fund its product-led
transformation plan focusing on the Ford brand worldwide," the
U.S. automaker said in a Nov. 18 statement.

The divestiture of Ford's shares in Mazda will be accomplished
both through the sale of shares to Mazda and the sale of shares to
a group of Mazda's strategic business partners.  The sales of the
Mazda shares will net Ford approximately $540 million.

"This agreement allows Ford to raise capital that will help fund
our product-led transformation, and at the same time, allows Ford
and Mazda to continue our successful strategic relationship in the
best interest of both companies," said Ford President and CEO Alan
Mulally.  "Ford will continue to focus on the Ford brand worldwide
and deliver the products our customers really want and value."

According to Bloomberg News, Ford is raising additional funds
after burning through $7.7 billion in cash during the third
quarter.

As reported by the Troubled Company Reporter yesterday, General
Motors announced it will sell 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.  Both Ford and GM, along with Chrysler LLC, are
seeking approval of a $25 billion government bailout that,
according to reports, will save them from collapse or bankruptcy.

                   Mazda to Buy Back 6.9% Stake

Mazda Motor Corp., according to a statement, will buy back
96,802,000 of its shares on the Tokyo Stock Exchange in off-hours
trading (through the ToSTNeT-3 trading system) at 8:45 a.m. on
November 19, 2008, at today's (Nov. 18) closing price of JPY184
per share.

Mazda said that depending on market trends and other factors,
there is a possibility that a portion of the acquisition or entire
acquisition may be cancelled.

The acquisition results will be announced after the completion of
the time specified for trading at 8:45 a.m. on Nov. 19, 2008.

Ford has said that the divestiture of its shares in Mazda will be
accomplished "both through the sale of shares to Mazda and the
sale of shares to a group of Mazda's strategic business partners."

                      30-Year Relationship

Despite Ford ceding effective control of Mazda with the shares
disposal, both Ford and Mazda, Japan's fifth largest automaker,
assured investors that they will continue their 30-year
relationships, including their ongoing joint ventures, as well as
the sharing of platforms and powertrains.

According to the parties' agreement, Ford will remain Mazda's
largest shareholder and will maintain a seat on Mazda's Board of
Directors.  Mazda announced changes to its board of directors
Mazda veterans Masaharu Yamaki and Kiyoshi Ozaki joining the
board.  Mazda executives David E. Friedman and Daniel T. Morris
will be leaving their posts.

"The sale of Mazda shares by our partner, Ford, will not result in
any change in Mazda's strategic direction and we will continue to
accelerate our product-led brand improvement and cost innovation
initiatives," said Mazda Chairman, President and CEO Hisakazu
Imaki.  "We will continue our strategic relationship through our
ongoing joint ventures with Ford, as well as the sharing of
platforms and powertrains."

Bloomberg News recalls that Ford formed an automatic-transmission
joint venture with Mazda in 1969 and acquired a 25% ownership in
the Japanese automaker 10 years later.  Ford took effective
control of Mazda in May 1996, raising its stake to 33.4%.

                       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-'.


FOUNDER'S PLAZA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Founder's Plaza, LLC
        3333 Founder's Rd.
        Indianapolis, IN 46268

Bankruptcy Case No.: 08-14160

Related Information: The Debtor operates a single asset real
                     estate.

Chapter 11 Petition Date: November 12, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: James J. Ammeen, Jr., Esq.
                  jammeen@ammeen-law.com
                  Ammeen & Associates, P.C.
                  Barrister Building, Suite 860
                  155 E. Market St.
                  Indianapolis, IN 46204-3257
                  Tel: (317) 423-7505
                  Fax: (317) 423-7506

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/insb08-14160.pdf

The Debtor's petition was signed by James J. Ammeen, Jr., Esq. at
Ammeen & Associates, P.C.


FREDDIE MAC: Names Peter Federico as Treasurer
----------------------------------------------
James R. Hagerty at The Wall Street Journal reports that a Freddie
Mac spokesperson said that the company has appointed Peter
Federico to take Timothy Bitsberger's place as treasurer.

Citing the Freddie Mac spokesperson, WSJ relates that Mr.
Bitsberger left the company "within the past few days."  Mr.
Bitsberger was a former U.S. Treasury official who had a role in
Freddie Mac's struggle to keep the confidence of foreign-debt
investors.  Mr. Bitsberger's resignation is the latest in a series
of senior management changes since federal regulators took control
of Freddie Mac and its sister company, Fannie Mae, in September
2008.

According to WSJ, Mr. Federico had been Freddie Mac's senior vice
president for asset and liability management.  The report says
that Mr. Bitsberger held senior Wall Street posts, including
senior vice president of investments at Salomon Smith Barney --
now part of Citigroup Inc. -- and then served as assistant
secretary for financial markets at the U.S. Treasury Department,
before joining Freddie Mac in 2005.

James R. Hagerty at WSJ reports that the National Association of
Home Builders CEO Jerry Howard said that Fannie and Freddie "are
teetering on the brink" as losses increase and borrowing costs
rise, and called for the government to guarantee their debt.  Mr.
Howard also asked the Congress to come up with a new structure and
better-defined role for Fannie Mae and Freddie Mac, the report
says.

Bank of America Corp. CEO Kenneth Lewis, according to WSJ, called
for scrapping Fannie Mae and Freddie Mac's business model, saying
that the U.S. should "move in the direction of a system that
relies more on private-sector institutions," without government
guarantees, to channel money from investors to home-mortgage
lenders.

The government should make its support of Fannie Mae and Freddie
Mac "more explicit" to increase investor confidence and push down
mortgage interest rates, WSJ states, citing Mr. Lewis.

According to WSJ, trade group Mortgage Bankers Association will
hold a meeting of lenders, real-estate brokers, and academics in
Washington on Wednesday to discuss how Freddie Mac and Fannie Mae
might be reshaped, and how the U.S. could best guarantee a steady
flow of money into home mortgages.

                      About Freddie Mac

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

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


GATEWAY ETHANOL: Amends List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Gateway Ethanol LLC filed an amended list of creditors holding the
20 largest unsecured claims, disclosing:

    Creditor                  Nature of Claim     Amount of Claim
    --------                  ---------------     ---------------
Cargill Inc                    Trade Debt           $7,379,326.01
P O Box 9300 MS 19
Minneapolis, MN 55440-9300

Noble Americas Corp.           Loan and             $3,981,282.95
333 Ludlow Street              Trade Debt
Suite 1230
Stamford, CT 06902

Indeck Power Equipment Co.     Trade Debt             $954,228.47
1111 S Willis Ave
Wheeling, IL 60090

Trinity Industries Leasing     Trade Debt             $709,305.31
2525 Stemmons Freeway
Dallas, TX 75207

Victory Energy                 Trade Debt             $281,957.28
1070 E 126th St North
Collinsville, OK 74021

Union Pacific Railroad         Trade Debt              $64,390.00
1400 Douglas Street
Omaha, NE 68179

Jeff Spencer & Associates      Trade Debt              $50,049.66
LLC
10305 E. 19th St. N.
Wichita, KS 67206

Indeck Keystone Energy         Trade Debt              $31,950.06
1111 S Willis Ave
Wheeling, IL 60090

City of Pratt, Kansas          Trade Debt              $28,761.78
P O Box 807
Pratt, KS 67124

Trace Environmental            Trade Debt              $27,087.76
39A Kennedy Rd
P O Box 518
Tranquility, NJ 07879

RC Holdings-Pratt, LLC         Real Property           $20,800.00
6079 E 300 South               Lease
Franklin, IN 46131

R & J Material Handling        Trade Debt              $20,715.00
1864 Kountry Lane
Fort Dodge, IA 50501

Ascendant Partners, Inc.       Professional            $10,383.75
5555 DTC Parkway               Services
Suite A-4000
Greenwood Village, CO
80111

White Barron, LLC              Trade Debt               $8,100.71
307 S. Main St.
Pratt, KS 67124

Lawson Products                Trade Debt               $7,616.95
2689 Paysphere Circle
Chicago, IL 60674

Stull Law Office, P.A.         Professional             $6,778.25
1320 E. 1st St.                Services
Pratt, KS 67124

Stanion Wholesale Electric     Trade Debt               $5,416.35
Co.
Pratt, KS 67124

IBM Corporation                Trade Debt               $4,644.36
P O Box 676673
Dallas, TX 75267

Hammel Scale Co, Inc.          Trade Debt               $3,567.69
1530 N. Mosley
Wichita, KS 67214-1342

CB Properties                  Real Property            $3,400.00
307 S. Main St.                Lease
Pratt, KS 67124

                      About Gateway Ethanol

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The company filed for bankruptcy
protection on Oct. 5, 2008 (Bankr. D. Ks. Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GATEWAY ETHANOL: May Obtain Up to $5,242,803 in Postpetition Debt
-----------------------------------------------------------------
On Oct. 30, 2008, the U.S. Bankruptcy Court for the District of
Kansas entered its Stipulated Final Order authorizing Gateway
Ethanol LLC to obtain secured postpetition financing in a maximum
principal amount of $5,242,803 from Dougherty Funding LLC, the
Debtor's prepetition senior lender.

The proceeds of the postpetition facility will be used to maintain
and protect the assets of the Borrower and to pay real estate
taxes that, if not paid, would become a tax lien senior to all
other existing real estate liens securing not only the original
tax obligation but all interest and penalties.

The financing may be increased by a further $500,000, with the
express written consent of Dougherty, and with three business days
prior notice to Noble Americas Corp.  Pursuant to an Intercreditor
and Collateral Priority Agreement, Dougherty subordinated its
security interests in the Collateral to Noble's security interest.

The Debtor told the Court that it is unable to obtain unsecured
credit allowable under Sec. 503(b)(1) as an administrative
expense.

                          DIP Loan Terms

Maximum Principal Amount:          $5,242,803, subject to increase
                                   with the consent of the DIP
                                   Lender

Interest Rate:                     200 basis points plus prime
                                   rate

Maturity                           Financing terminates on
                                   earliest to occur of 17
                                   conditions, including if asset
                                   has not closed by Dec. 31,
                                   2008

Post-petition financing fee        All fees specified in the Loan
                                   Documents including, without
                                   limitation, a payment of
                                   $104,856

                     Post-Petition Collateral

Subject to the "carve-out" for the payment of any unpaid fees,
Dougherty is granted a perfected first priority senior security
interest in and lien upon all property of the Debtor of any kind
or nature, whether existing on the petition date of thereafter
acquired, a perfected first priority senior priming lien on all
the postpetition facility collateral, including the creditors'
prepetition collateral, which shall be senior to all other
security interest and liens in property of the Debtor's estate,
except only Noble security interest and lien in the Noble Priority
Collateral and the prepetition TIF collateral insofar as such
security interests and liens were valid and properly perfected
liens on the petition date, and are not subject to avoidance or
subordination.

           Superpriority Administrative Expense Status

Dougherty is granted superpriority administratitive expense status
pursuant to Sec. 364(c)(1) of the Bankruptcy Code.  The
postpetition financing also provides adequate protection of the
liens of the prepetition senior lender, Lurgi (both as the holder
of the prepetition subordinated obligations and of the Lurgi
mechanic's lien claim to the extent allowed as a secured claim),
the prepetition TIF lender, Interstates and Mansel interests in
their respective prepetition collateral by paying expenses
necessary to maintain and preserve the prepetition collateral.

A table of Gateway Ethanol's prepetition debt is as shown below:

                                                      Amount
    Prepetition Lenders   Facility      Principal     Outstanding
    -------------------   --------      ---------     -----------
Dougherty Funding      Senior Loan    $54,300,000    $53,032,368
                        TIF Loan       $11,340,000     $9,740,224


Lurgi Inc.             Subordinated    $7,000,000     $8,668,991
                        Loan

Noble Americas         LOC Loan        $7,500,000       $282,946

In addition, Interstates Construction Services, Inc., an Iowa
corporation, asserts a mechanic's lien of $81,254 against the
Premises, while Mansel Construction, Inc., a Kansas corporation,
asserts a mechanic's lien of $421,821.  Lurgi Inc. also asserts a
mechanic's lien of $14,027,796 against the Premises, which was
subsequently reduced to $5,000,000.  The Lurgi mechanic's Lien is
disputed and is subject to further challenges by the Debtor.B

                      About Gateway Ethanol

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks. Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GATEWAY ETHANOL: Asks Court's Authority to Sell Corn and Milo
-------------------------------------------------------------
Gateway Ethanol LLC asks the U.S. Bankruptcy Court for the
District of Kansas for authority to sell approximately 7,500
bushels of corn and approximately 10,000 bushels of milo located
inits grain bins at its facility in Pratt, Kansas.  Debtor
proposes to segregate the net sale proceeds (purchase
price of the grain less potential shipping charges) in a bank
account pending a determination of the proper party entitled to
the proceeds of the sale.

Debtor believes that the corn may be worth approximately $3.00 per
bushel. Because the milo is mixed with dust, Debtor believes that
the milo may be worth at most approximately $1.00 to $1.50 per
bushel.

The Debtor tells the Court that its ethanol plant is currently not
operating.  The Debtor says that the sale of the grain before it
deteriorates further in quality and value will be in the best
interests of its estate, creditors, and all parties in interest.

The Debtors proposes to segregate the net proceeds from the sale
of the grain in a bank account pending a determination of the
proper party entitled to the proceeds of the grain sale.  Two of
its secured credtiors have a potential glaim to the net proceeds:
Dougherty Funding LLC, its primary secured lender, and Noble
Americas Corp.

Any and all alleged liens on the corn and milo shall be
transferred, affixed, and attached to the net proceeds of the sale
of the grain, with the same validity, priority, force, and
effect as such liens had upon the grain immediately prior to the
sale.

                      About Gateway Ethanol

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks. Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GATEWAY ETHANOL: Wants to Retain ICM to Evaluate its Ethanol Plant
------------------------------------------------------------------
Gateway Ethanol LLC asks the U.S. Bankruptcy Court for the
District of Kansas for authority to employ ICM, Inc., to evaluate
the current condition of its ethanol plant located in Pratt,
Kansas, and to determine what modifications would be required to
put the plant into an operating condition that would allow it to
meet its nameplate 55 million gallons per year capacity.  The
Debtor tells the Court that an evaluation of the plant by ICM will
facilitate bidding on the plant in connection with the sale of its
assets.

On Oct. 23, 2008, the Debtor signed an Asset Purchase Agreement
with Dougherty Funding LLC, its principal secured lender, as the
stalking horse.  Pursuant to the Purchase Agreement, Dougherty
agrees to credit bid substantially all of the Debtor's assets.  A
hearing to approve the sale of the Debtor's assets will be held on
Dec. 18, 2008.  Dougherty will pay ICM's fees and expenses through
draws on the DIP financing, which was approved by the Court on
Oct. 30, 2008.

ICM will render the following services:

   a) visit the site and determine what modifications would be
      required and file its report within one week following the
      site visit.  The cost of the site visit and intial report
      will be between $10,000 and $15,000 on a time and material
      (T&M) basis at ICM's current standard rate schedule.

   b) within 30 days of the plant visit, prepare a report
      containing a detailed cost estimate for the engineering and
      construction of the proposed plant modifications, including
      an estimate of the cost for commissioning the facility,
      start-up, training of the new operators and assisting with
      operations through performance testing of the plant.  The
      cost of the cost extimate report will be between $25,000 and
      $30,000, also on a T&M type basis.

The Debtor tells the Court that ICM has extensive experience in
the designing, specifying instrumentation and automated systems,
programming, startup, and long-term support of ethanol plants.

Dave Vander Griend, the chief executive officer of ICM Inc.,
assures the Court that ICM does not represent any interest adverse
to the Debtor's estate, and that ICM is a "distinterested person"
as that term is defined pursuant to Sec. 101(14) of the Bankruptcy
Code.

                      About Gateway Ethanol

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks. Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GATEWAY ETHANOL: Court Approves Bid Procedures, Sale of Assets
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas approved
on Oct. 28, 2008, among among other things, the auction and bid
procedures, and the sale of substantially all of the assets of
Gateway Ethanol Inc., free and clear of all interests, liens,
claims, and encumbrances, to Dougherty Funding, LLC, subject to
better and higher offers.  Such interests, liens, claims, and
encumbrances shall attach to the sales proceeds with the same
extent, validity, priority, force and effect as exists at the time
of the auction.

                     Asset Purchase Agreement

On Oct. 23, 2008, the Debtor entered into an asset purchase
agreement with Dougherty Funding LLC for the purchase and sale of
the Debtor's assets for $59,931,224.  The purchase price of
$59,931,224 is the sum of all prepetition senior obligations owing
to Dougherty pursuant to the prepetition senior loan documents at
the Closing Date.

                    Expense Reimbursement Fee

Purchaser shall be entitled, as provided in and subject to the
terms and conditions set forth in the Purchase Agreement, to an
expense reimbursement not to exceed the amount of $250,000.  This
expense reimbursement shall service termination of the Purchase
Agreement and shall constitute a superpriority administrative
claim expense of the Debtor under Section 364(c)(1) of the
Bankruptcy Code.

                      Competing Bid Deadline

Under the auction and bid procedures, the competing bid deadline
is Dec. 12, 2008.  If there are any qualified bidders, as defined
in the auction and bid procedures, an auction will be held on
Dec. 15, 2008.

                          Final Hearing

The Court has set a December 18 final hearing to approve the sale
of Debtor's assets to the successful bidder or bidders.

                      About Gateway Ethanol

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks. Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GATEWAY ETHANOL: Files Amended Schedules of Assets & Liabilities
----------------------------------------------------------------
Gateway Ethanol LLC filed with the U.S. Bankruptcy Court for the
District of Kansas, its amended schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $15,760,844
  B. Personal Property            $78,784,177
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $77,212,061
     Secured Claims
  E. Creditors Holding                                 $5,001
     Unsecured Priority
     Claims
  F. Creditors Holding                            $16,136,591
     Unsecured Non-priority
     Claims
                                  -----------     -----------
     TOTAL                        $94,545,022     $93,353,654

                      About Gateway Ethanol

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The company filed for bankruptcy
protection on Oct. 5, 2008 (Bankr. D. Ks. Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.


GENERAL MOTORS: Seeks Up to $12BB of Requested Auto Financial Aid
-----------------------------------------------------------------
Siobhan Hughes at Dow Jones Newswires reports that General Motors
CEO Rick Wagoner said that the company wants $10 billion to
$12 billion of the requested $25 billion in emergency funding from
the government.

According to Dow Jones, Mr. Wagoner told Sen. Bob Corker at a
Senate Banking Committee hearing, "We felt that we should get our
proportionate market share of that."

Dow Jones relates that Ford Motor Co. CEO Alan Mulally said that
his company was seeking $7 billion to $8 billion.  Chrysler LLC
CEO Robert Nardelli, according to Dow Jones, said that his company
wants $7 billion.

American Bankruptcy Institute reports that the U.S. Senate
Democrats released details of a $25 billion Auto Rescue Package.
The funding is part of an economic stimulus package carved from
the $700 billion financial market bailout, the report says.
Bankruptcy Law360 says top executives of U.S. automakers on
Tuesday made their case before a Senate panel, arguing that they
should be next in line to get government aid in the wake of the
financial crisis.

                    Curbs in Executives' Pay

Matthew Dolan at The Wall Street Journal reports that GM and Ford
may set up caps on executive pay.  The report says that the bill
in the House of Representatives has provisions that would bar
bonuses for executives of companies receiving loans.  The report
states that the bill in the congress would demand:

     -- no bonuses to workers making more than $200,000,
     -- no "golden parachutes" payouts to fleeing executives, and
     -- "no compensation plan that could encourage manipulation
        of reported earnings to enhance compensation."

Chrysler said in a statement that it expected any loan package to
come with conditions "including taxpayers having equity.  We do
not expect that this is a final product.  The company is open to
further discussions with Congress."

Ford Motor and GM spokespersons said their companies are reviewing
the bills released on Monday, WSJ relates.  The companies are
already taking steps that would effectively institute similar
kinds of caps, the report says, citing the spokespersons.

WSJ states that Mr. Wagoner's salary was increased by 33% to about
$2.2 million this year -- compared to $1.65 million in 2007 -- and
equity compensation of at least $1.68 million for his performance
in 2007, even though GM has been losing money since 2005.
According to the report, Mr. Wagoner was also awarded 75,000
restricted stock units valued at $1.68 million, based on GM's
closing stock price in March, and given stock options representing
500,000 shares.

WSJ reports that GM officials insist those reported figures need
context.  Mr. Wagoner took a 50% cut in his base salary pay in
2006, the report states, citing GM spokesperson Tony Cervone.
Figures cited by the company indicate that Mr. Wagoner's overall
compensation is down from 2003 when he made $8.3 million in
compensation from salary and bonuses alone.  Mr. Cervone said that
much of Mr. Wagoner's overall compensation is also "at-risk," or
tied to the stock price of the company which has dropped.  GM,
according to the report, said that they would cut bonuses this
year.

Mr. Mulally, says WSJ, has also got "a rich pay package," while
Ford is losing money and even pulled back from a pledge to return
to profitability in 2009.  WSJ relates that Ford reported in April
2008 the Mr. Mulally received $2 million in base salary, a $4
million bonus and more than $11 million of stock and options last
year.  The report says that Mr. Mulally's base salary remained the
same over 2006.  According to the report, Mr. Mulally has earned
almost $50 million in compensation since leading Ford.


WSJ relates that after Mr. Mulally's pay package was disclosed,
Ford said that it will pay bonuses to hourly and salaried
employees despite its losses, partly to avoid any bitterness among
the rank and file.  Ford executives said in a conference call
earlier this month that those bonuses have now been cut.  Mr.
Mulally said in "Good Morning America" that Ford has stopped merit
raises, incentives and bonuses for top management.

Less is known about Chrysler CEO Robert Nardelli's package because
the company is privately held, WSJ says.

According to WSJ, Chrysler said it will keep multimillion dollar
retention bonuses promised to executives in 2007, when it was
taken over the private equity firm, Cerberus Capital Management.
A Chrysler spokesperson said that those bonuses will be paid out
in August 2009, the report says.  They were valued at $30 million,
but have been reduced because some executives have already left
the company without being able to cash out their bonus, the report
states, citing the spokesperson.

                   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.


GIONI BROS: Credit Crisis Hinders Firm to Get Loans for Building
----------------------------------------------------------------
Tricia Bishop at Baltimoresun.com reports that the credit crisis
has made it difficult for Gioni Brothers Inc., doing business as
Italian Inn, to get small-business capital improvement loans.

Baltimoresun.com relates that Italian Inn's building is older and
needs work.

Gioni Brothers, according to Baltimoresun.com, filed for Chapter
11 protection in August 2008, hoping to find a way to pay the
restaurant's debts and 30 workers, and to restructure the
business.

Baltimoresun.com relates that that some of Italian Inn's customers
no longer go to the restaurant.  The report quoted Christos Gioni,
one of the owners, as saying, "People are not coming out as
frequently as they used to.  We're having to give discounts and
coupons just to get people to come out a bit more often, and
people are just not spending as much as they were before."

Gioni Brothers Inc., dba Italian Inn, filed for Chapter 11
protection on Aug. 25, 2008 (Bankr. D. Md. Case No. 08-20838).
The company listed assets below $1,000,000 and debts below
$1,000,000.


GREVING DAIRY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Greving Dairy LLP
        5205 South 100 East
        Huntington, IN 46750

Bankruptcy Case No.: 08-13938

Chapter 11 Petition Date: November 12, 2008

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  djs@sak-law.com
                  Scot T. Skekloff
                  sts@sak-law.com
                  Skekloff, Adelsperger & Kleven, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260)407-7000
                  Fax: (260)407-7137

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/innb08-13938.pdf

The Debtor's petition was signed by Evert Jan Greving, President.


GWLS HOLDINGS: Gets Green Light to Sell Substantially All Assets
----------------------------------------------------------------
Bankruptcy Law360 says the U.S. Bankruptcy Court for the District
of Delaware approved GWLS Holdings Inc.'s proposed procedures
related to its proposal to sell substantially all its assets to
its first-lien lenders.  According to the report, the Court
overruled objections by creditors, which argued that GWLS Holdings
is rushing the sale without seriously considering other bids.

The Debtors seek to sell substantially all of their assets, free
and clear of liens, claims, encumbrances, and interests.  As
reported in the Troubled Company Reporter on Oct. 27, 2008,
pursuant to the terms of the asset purchase agreement with the
Debtor's first lien lenders, NEWCO LLC, an acquisition vehicle to
be formed by the lenders, will credit bid up to 90% of the
Debtors' outstanding principal, interest and Letters of Credit
issued under the first lien credit agreement.

According to the TCR, the Debtors entered into a first lien credit
agreement dated Dec. 19, 2006, in the aggregate amount of
$370 million, comprised of (i) a $300 million term loan; and
$70 million revolving credit facility, secured by all of the
Debtors' assets.

The TCR said the Debtors previously negotiated a restructuring
plan with the First Lien Lenders and certain of the lenders who
funded their $117-million secured second-lien credit facility.
The Debtors, however, elected to pursue a sale process, given the
inability of their lenders to agree on the terms of a consensual
restructuring, and increasing concerns and rumors of the
deterioration of their business.

UBS AG, Stamford Branch, is the administrative agent for the First
Lien Facility.  UBS also previously represented, as administrative
agent, the Second Lien Lenders but resigned.

In their request, the Debtors proposed that bids along with a
$7.5-million minimum good-faith deposit must be submitted by
Dec. 15, 2008.  All bids must exceed NEWCO's offer by
$3.5 million.  NEWCO will be entitled to seek reimbursement of up
to $1.5 million in the event the Debtors select another bidder.

An auction will take place on Dec. 19, 2008, at 10:00 a.m., at the
Offices of Young Conaway Stargatt & Taylor, LLP, at 1000 West
Street, 17th Floor in Wilmington, Delaware.

The Debtors expect the sale hearing to occur by Dec. 31, 2008.
NEWCO may terminate the Stalking Horse Agreement if closing of the
sale is not consummated by Jan. 31, 2009.

The First Lien Lenders will be paid at least $7.5 million in fee
in the event the sale agreement is terminated, and $1.5 million in
expense reimbursement.

A full-text copy of the Asset Purchase Agreement between the
Debtors and NEWCO LLC is available for free at:

               http://ResearchArchives.com/t/s?3429

NEWCO LLC is represented by:

   Latham & Watkins LLP
   885 Third Avenue
   New York, New York 10010
   Attn: David Heller
   Attn: Howard Sobel
   Facsimile No.: 212-751-4864

   - and -

   Paul, Hastings, Janofsky & Walker LLP
   600 Peachtree Street, N.E.
   Twenty-Fourth Floor
   Atlanta, GA 30308
   Attn: Frank Layson
   Facsimile NO.: 404-685-5206

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.


HELIOS FINANCE: Fitch Downgrades Ratings on Two Classes of Notes
----------------------------------------------------------------
Fitch Ratings downgrades two classes and affirms five classes of
asset-backed notes of HELIOS Finance Limited Partnership 2007-S1
(2007-S1), as listed:

  -- Class A-1 affirmed at 'AAA';

  -- Class A-2 affirmed at 'AA';

  -- Class A-3 affirmed at 'A';

  -- Class B-1 affirmed at 'BBB';

  -- Class B-2 affirmed at 'BB';

  -- Class B-3 downgraded to 'B-'; remains on Rating Watch
     Negative;

  -- Class B-4 downgraded to 'CCC/DR2' and removed from Rating
     Watch Negative.

All classes of notes remain outstanding.  The class B-3 notes
remain on Rating Watch Negative due to continued weaker than
expected performance and trends.  The class B-4 notes have been
downgraded because the revised lifetime cumulative net losses of
the transaction would result in a principal loss for this tranche.
Additionally, the class B-4 notes have been assigned a Distressed
Recovery 2 which implies a 70%-90% recovery rate under Fitch's
analysis.  The transaction was placed 'Under Analysis' by Fitch in
mid-October when it breached one of Fitch's surveillance-screener
logic metrics.  Fitch initially placed the B-3 and B-4 notes on
Rating Watch Negative on June 11, 2008.

The rating action reflects the continued weaker than expected
performance of 2007-S1 above Fitch's original base case
expectations for both delinquencies and cumulative net losses.
Through month 17 (the September collection period), total 30+ days
delinquencies stood at 4.64% and CNL were at 3.08%.  Fitch has
noted that since placing all the classes on Rating Watch Negative,
delinquency, monthly gross defaults, and CNL are continuing to
exhibit weaker performance trends.  Fitch expects lifetime CNL in
the 4.80%-6.00% range which is approximately 20%-50% higher than
Fitch's original base case CNL proxy for the transaction.  The
transaction's payment waterfall continues to pay sequentially from
the initial modified pro-rata payment structure.

Fitch's current analysis of the transaction incorporated updated
stresses of the revised base case CNL assumptions, the timing of
the remaining losses, and various prepayment assumptions.  Based
on these new expectations, Fitch beliefs that current credit
enhancement available supports multiples consistent with the
affirmed and downgraded ratings.


HIGHLAND PARK: S&P Retains 'BB' Rating on Class F Notes
-------------------------------------------------------
Standard & Poor's Ratings Services placed its 'AAA' rating on
class A-1 from Highland Park CDO I Ltd. on CreditWatch with
negative implications.  S&P's ratings on six other classes from
this transaction remain on CreditWatch, where they were initially
placed with negative implications on May 29, 2008.

The CreditWatch placement and remaining CreditWatch statuses
follow S&P's analysis of the transaction after reviewing the
October 2008 trustee report published Nov. 12, 2008, which noted
that there are nine impaired assets ($58.7 million, 9.4%) in the
pool.  The impaired assets include a mezzanine loan
($10.5 million, 1.7%) with a high likelihood of total loss.

S&P placed all of its ratings except S&P's 'AAA' rating on the
class A-1 certificates on CreditWatch with negative implications
on May 29, 2008.  At the time of the initial CreditWatch
placements, six assets ($27.9 million, 4.7%) were classified as
impaired, three ($8.8 million, 1.5%) of which were subsequently
removed from the asset pool, while three remain.  Six
($39.6 million, 6.3%) additional impaired assets were reported in
the Oct. 31, 2008, trustee report.

According to the Oct. 31, 2008, trustee report, the nine impaired
assets included:

  -- One asset is a mezzanine loan ($10.5 million, 1.7%) that is
     secured by the equity interests in the borrower of a mortgage
     loan secured by the Holiday Inn - Columbus property.  The
     asset was considered impaired on the trustee report at the
     time of S&P's May 29, 2008, initial CreditWatch placements.
     The mortgage debt ($24.5 million) on the hotel is held in
     Morgan Stanley Capital I Inc.'s series 2006-XLF (MSC 2006-
     XLF) and remains in foreclosure.  There is a high likelihood
     the mezzanine loan will experience a total principal loss
     based on initial appraisal information and sales offers for
     the hotel.  Highland Park CDO I also owns $5 million (0.8%)
     of class L and $13.5 million (2.2%) of class M from MSC 2006-
     XLF.  Standard & Poor's lowered the ratings on both classes
     on May 29, 2008; and

  -- The remaining eight impaired assets are real estate bank
     loans (REBLs, $48.2 million, 7.7%) to five separate real
     estate companies.  Two ($8.5 million, 1.4%) of the impaired
     REBL assets were considered impaired at the time of S&P's
     initial CreditWatch placements, while the remaining six
     ($39.6 million, 6.3%) were classified as impaired in the
     Oct. 31, 2008, trustee report.

According to the Oct. 31, 2008, trustee report, the collateral
pool backing Highland Park CDO I consisted of 83 assets
($627.2 million).  The assets included commercial mortgage-backed
securities ($176.5 million, 28.1%), subordinate B notes
($134.5 million, 21.4%), REBLs ($119.9 million, 19.1%), whole
loans ($73.7 million, 11.8%), mezzanine loans ($70.9 million,
11.3%), commercial real estate collateralize debt obligation
securities ($30 million, 4.8%), and synthetic securities
($21.7 million, 3.5%).

S&P expects to resolve or update the CreditWatch placements after
S&P further analyze the underlying collateral.  Standard & Poor's
has requested additional information from the collateral manager
regarding the performance of the collateral and will use the
information provided to resolve or update the Creditwatch
placements.

              Rating Placed on CreditWatch Negative

                    Highland Park CDO I Ltd
                          Real estate CDO

                                  Rating
                                  ------
                Class     To                From
                -----     --                ----
                A-1       AAA/Watch Neg     AAA

             Ratings Remaining on CreditWatch Negative

                     Highland Park CDO I Ltd
                         Real estate CDO

                     Class    Rating
                     -----    ------
                     A-2      AAA/Watch Neg
                     B        AA/Watch Neg
                     C        A/Watch Neg
                     D        BBB/Watch Neg
                     E        BBB-/Watch Neg
                     F        BB/Watch Neg


HOLLINGER INC: Settlement with Shareholders Gets Initial OK
-----------------------------------------------------------
Hollinger Inc. disclosed that the Ontario Superior Court of
Justice issued an order on Nov. 14, 2008, granting its
preliminary approval of a settlement among certain parties to a
class action lawsuit initiated by certain shareholders of
Hollinger and Sun-Times Media Group, Inc.  Proceedings in the
class action have been stayed until further order of the Ontario
Court.

The order will be set aside if the Settlement is not subsequently
approved by all applicable courts or if the Settlement is
terminated by the settling defendants.  A final hearing to
approve the Settlement will be scheduled by the Ontario Court on
a date not less than 30 days after a final approval hearing in
the United States District Court for the Northern District of
Illinois.

The settling defendants include Hollinger, Sun-Times and KPMG LLP
(Canada), among others.  Torys LLP is not a party to the
Settlement.  Under the Settlement, certain insurers of Hollinger
will pay $30 million and KPMG LLP (Canada) and KPMG LLP (U.S.)
will collectively pay $7.5 million into a settlement fund.

Hollinger and its subsidiaries, Sugra Ltd. and 4322525 Canada
Inc., are currently subject to proceedings in Canada under the
Companies' Creditors Arrangement Act (Canada) and in the United
States under Chapter 15 of the U.S. Bankruptcy Code.

The securities of Hollinger are subject to a cease trade order
issued by the Ontario Securities Commission on July 23, 2008.
Hollinger's common shares and Series II preference shares were
delisted from the Toronto Stock Exchange on Aug. 22, 2008.

                         About Hollinger

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc., formerly Hollinger International Inc., a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

The company, along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represent the Debtors in their U.S.
proceedings.

As reported in the Troubled company Reporter on Feb. 22, 2008,
Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed C$79.8 million in total assets and C$219.3 million in
total liabilities, resulting in a C$139.5 million total
stockholders' deficit.


HOME INTERIORS: May Employ Hilco as Asset Disposition Agent
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
authorzed Home Interiors & Gifts Inc. and its debtor-affiliates to
employ Hilco Merchant Resources, LLC as their asset disposition
agent, nunc pro tunc to Oct. 21, 2008.

As the Debtors' asset disposition agent, Hilco will assist in the
preparation, marketing, and disposition of inventory pursuant to
its Asset Disposition Agreement with the Debtors.  Hilco will also
negotiate the terms of sales of the designated inventory in whole
or in part, and implement any such agreements with purchasers.

Hilco shall be compensated and reimbursed pursuant to Sec. 328(a)
of the Bankruptcy Code in accordance with the following fee
schedule:

  Graduated Success Fee, based on total inventory (approximately
  $17 million at cost)
  --------------------------------------------------------------
          Recovery on             Hilco Fee on
          Landed Cost          Aggregate Proceeds
          -----------          ------------------
          25.0%-25.9%                  2%
          30.0%-34.9%                  3%
          35.0%-39.9%                  4%
          40.0%-44.9%                  5%
          45.0%-49.9%                  6%
            50.0%+                     7%

  Flat Fee, based on partial inventory
  ------------------------------------
          5.0% of proceeds.

Joseph A. Malfitano, a vice president and assistant general
counsel of Hilco Trading LLC, a member of Hilco Merchant
Resources, LLC, assured the Court that Hilco neither holds or
represents any interest materially adverse to the Debtors or their
estates, and that Hilco is a "disinterested person" as that term
is defined under Sec. 101(14) of the Bankruptcy Code.

                       About Home Interiors

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

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

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


HUGHES COMMUNICATIONS: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Germantown, Maryland-based satellite services
provider Hughes Communications Inc., parent of Hughes Network
Systems LLC.  At the same time, S&P withdrew the corporate credit
rating on Hughes Network Systems.  This reflects S&P's
consolidated entity ratings approach, which incorporates the
parent and its commitment to funding the operations of the
subsidiary.  The outlook is positive.

"The ratings on Hughes reflect a highly leveraged financial
profile, especially when adjusted for operating and transponder
leases," said Standard & Poor's credit analyst Naveen Sarma.  It
also reflects uncertain long-term growth prospects for the
company's consumer and small business broadband service because
this service has fewer capabilities than faster cable and
telephone data services, which could limit growth as competitors
expand their service coverage.


IMPLANT SCIENCES: Earns $356,000 in Quarter ended September 30
--------------------------------------------------------------
Implant Sciences Corporation disclosed financial results for its
fiscal 2009 first quarter ended Sept. 30, 2008.  The company's
financial condition and results of operations include only
continuing operations, which exclude the financial condition and
results of operations of i) Core Systems, the company's
subsidiary, the assets of which are being sold pursuant to a
agreement, and ii) the medical reporting unit, the assets of
which have been sold or are in the process of being sold as part
of the company's decision to withdraw from the medical business.

Total security revenues for the three months ended Sept. 30,
2008, was $5,948,000 compared with $1,347,000 for the comparable
prior year period, an increase of $4,601,000 or 342%.  The
increase in security revenues is a result of increased sales of
its explosives detection products, due to a significant shipment
of its handheld explosives detection equipment to a customer in
China.  The company also recorded increased revenues from
performance on government contracts.

Gross margin for the three months ended Sept. 30, 2008, improved
to $2,776,000, or 47% of security revenue, as compared with
$526,000, or 39% of security revenue, for the comparable prior
year period.  The improvement in gross margin is a result of
increased sales volume of its handheld explosives detection
equipment.

Loss from continuing operations for the three months ended
Sept. 30, 2008, was $634,000 compared with a loss of $1,565,000,
for the comparable prior year period.  The decrease in loss from
continuing operations is due primarily to increased sales of its
handheld explosives detection product and improved gross margins
resulting from these sales.

Net income for the three months ended Sept. 30, 2008, was
$356,000 as compared to a net loss of $2,202,000 for the
comparable prior year period.  During the three months ended
Sept. 30, 2008, net income was a result of increased sales and
income from discontinued operations, which included approximately
$931,000 of gain on sale of assets of its medical business unit.
As of Sept. 30, 2008, the company's cash position improved to
$2,013,000 as compared to $412,000 as of June 30, 2008.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $13,681,000, total liabilities of $11,268,000 and stockholders'
equity of $2,413,000.

                      About Implant Sciences

Based in Wakefield, Massachusetts, Implant Sciences Corporation  -
- http://www.implantsciences.com/-- develops, manufactures and
sells products through its primary business units: (i) explosives
trace detection systems for homeland security, defense, and other
security related applications and (ii) state of the art services
for the medical and semiconductor industries.  The company has
developed proprietary technology used in its commercial portable
and bench-top ETD systems, which ship to a growing number of
locations domestically and around the world.

                        Going Concern Doubt

UHY LLP on Oct. 14, 2008, expressed substantial doubt about
Implant Sciences Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the fiscal year ended June 30, 2008 and 2007.
The auditing firm pointed to the company's recurring losses from
operations.


JP MORGAN: S&P Downgrades Ratings on Three Series 2008-R3 Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes from J.P. Morgan Alternative Loan Trust Series 2008-R3 and
removed them from CreditWatch negative, where they were placed on
Oct. 27, 2008.  S&P also affirmed S&P's 'AAA' ratings on four
classes from the same transaction and removed them from
CreditWatch negative.  This transaction is a resecuritized real
estate mortgage investment conduit with three separate and
distinct structure groups.  The affected classes had an original
total principal balance of approximately $367.81 million and have
a current balance of approximately $363.25 million.

The downgrades and CreditWatch negative removals reflect S&P's
belief that these classes may no longer have sufficient credit
enhancement to support the ratings at the previous levels.  S&P's
belief is based on S&P's projected lifetime losses on the
underlying transactions, which S&P derived from a loss curve that
utilizes the dollar amount of loans currently in the delinquency
pipelines of the underlying deals.

The 'AAA' rating affirmations and CreditWatch negative removals
reflect S&P's belief that these classes have adequate credit
support at this rating level from subordinate classes to protect
them from projected losses to the underlying classes.

The collateral for the underlying deals consists of U.S.
residential Alternative-A, fixed-rate, first-lien mortgage loans.
Subordination alone or combined with excess interest and
overcollateralization provide credit support for the underlying
transactions.

     Ratings Lowered and Removed From CreditWatch Ngegative

       J.P. Morgan Alternative Loan Trust Series 2008-R3

                                        Rating
                                        ------
  Class                          To               From
  -----                          --               ----
  2-A-2                          B                AAA/Watch Neg
  3-A-3                          BBB              AA/Watch Neg
  3-A-4                          B                A-/Watch Neg


     Ratings Affirmed and Removed From CreditWatch Negative

       J.P. Morgan Alternative Loan Trust Series 2008-R3

                                        Rating
                                        ------
  Class                          To               From
  -----                          --               ----
  1-A-1                          AAA              AAA/Watch Neg
  2-A-1                          AAA              AAA/Watch Neg
  3-A-1                          AAA              AAA/Watch Neg
  3-A-2                          AAA              AAA/Watch Neg


KUSHNER LOCKE: Wants To Use JPMorgan Cash Collateral Until May 30
-----------------------------------------------------------------
The Kushner-Locke Company and its debtor-affiliates ask the Hon.
Samuel L. Bufford of the United State Bankruptcy Court for the
Central District of California for permission to continue to use
cash collateral securing repayment of secured loan to JPMorgan
Chase Bank fka Chemical Bank in accordance with the budget for the
period Dec. 1, 2008, to May 30, 2009.

A hearing is set for Dec. 2, 2008, at 11:00 a.m., at 255 E. Temple
Street, Courtroom 1575 in Los Angeles, California, to consider
approval of the motion.

Access to cash collateral will enable the Debtors to obtain funds
necessary for the consummation of a plan of reoganization and,
ultimately, an exit from Chapter 11 with a confirmed plan.  In
addition the proceeds of the cash collateral will be used in the
ordinary course of the Debtors' business:

    i) service the library;

   ii) generate new postpetition accounts receivable;

  iii) collect existing accounts receivable; and

   iv) review and analyze creditor claims.

As adequate protection, the lender will be granted replacement
liens in certai of the Debtors' postpetition assets.

The use of cash collateral will terminate on the first to occur of
(i) by Jan. 31, 2009; (ii) appointment of a trustee or examiner;
(iii) failure to perform under terms of the order approving the
motion; (iv) filing of a Chapter 11 plan not approved by the
lenders; commencement of a proceeding to avoid a lien or security
interest of the lenders to recover any payment made to the lender;
or (v) termination of the employment of Alice P. Neuhauser by the
Debtors.

A full-text copy of the Debtors' cash collateral budget is
available for free at http://ResearchArchives.com/t/s?34ec

Headquartered in Los Angeles, California, The Kushner-Locke
Company is a low-budget movie production studio.  The company,
along with its debtor-affiliates filed for chapter 11 protection
on Nov. 21, 2001 (Bankr. C.D. Calif. Case No. 01-44828).  Alan L.
Braunstein, Esq, Christopher M. Condon, Esq., and Kristin M.
McDonough, Esq., at Riemer & Braunstein, LLP, represent the
Debtors in their restructuring efforts.  Jager Smith, Esq.,
and Michael J. Fencer, Esq., at One Financial Center, represent
the Official Committee of Unsecured Creditors.


LAKE AT LAS VEGAS: Vineyard Wants to Abandon Falls Golf Course
--------------------------------------------------------------
The Vineyard at Lake Las Vegas, L.L.C., one of the debtors in Lake
at Las Vegas Joint Venture, LLC and its debtor-affiliates jointly-
administered chapter 11 cases asks the U.S. Bankruptcy Court for
the District of Nevada for authority, pursuant to Sections 554(a)
and 1107(a) of the Bankruptcy Code, and Rule 6007 of the Federal
Rules of Bankruptcy Procedure, for authority to abandon certain
real and personal property relating to The Falls Golf Course,
specifically, all real and personal property encumbered by
perfected liens and security interests in favor of Carmel Land &
Cattle Company, Vineyard's principal secured lender.

Vineyard also asks the Court to accord Carmel relief from the
automatic stay to enable it, following abandonment, to exercise
its state-law remedies with respect to the Property.

The Property consists of substantially all of the real property
and certain of the personal property relating to the Falls GC.
The Falls GC consists, among other things, of a Tom Weiskopf-
designed golf course and related clubhouse facilities and is owned
and operated by Vineyard.  Vineyard presently employs 71
individuals to operate and maintain the golf course and related
facilities.

Vineyard tells the Court that despite management's efforts to turn
the Falls GC into a profitable enterprise, the Falls GC is
projected to lose in excess of $1,000,000 between August 2008
and July 2009.

Carmel holds a lien on the Property which secures approximately
$15 million in debt.  Vineyard says that the Property, however, is
worth far less than this under any valuation.  Vineyard adds that
as it has no equity in the Property and is losing money in
connection with the Falls GC, continued ownership and operation of
the Falls GC would be burdensome and of no benefit to the estate.
Vineyard's unsecured creditors, it says, are also unlikely to
realize any value from the Property whether Vineyard continues to
maintain and operate the Falls GC or sells it as a going concern.

Effective upon approval by the Court of the proposed abandonment
of the Property, Vineyard will cease operating and maintaining the
Falls GC and terminate its 71 employees to avoid further accrual
of administrative expenses.

The Court has set a hearing on Dec. 12, 2008, on Vineyard's
motion.  Objections to the motion must be filed and served within
15 days after the date of service of the motion, i.e. on or before
Dec. 2, 2008.

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm,
represent the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represents the
Official Committee of Unsecured Creditors as counsel.


LAMBERT EQUITIES: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lambert Equities, LLC
        P.O. Box 40143
        Tucson, AZ 85717

Bankruptcy Case No.: 08-16499

Chapter 11 Petition Date: November 17, 2008

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  eric@ericslocumsparkspc.com
                  Eric Slocum Sparks PC
                  110 S. Church Ave., #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Total Assets: $10,975,000

Total Debts: $5,952,253

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Select Development             Trade debt        $400,000
5401 S. Arcadia
Tucson, AZ 85706

Katherin B. Nelson, Esq.       Legal services    $15,000
Haralson, Miller, Pitt
One S. Church Ave.
Tucson, AZ 85701

McNamana, Goldsmith, Jackson   Legal Services    $14,253
MacDonald
1670 E. River Road #200
Tucson, AZ 85718


LANDING DEVELOPMENT: Court Okays Reorganization Plan
----------------------------------------------------
Portland Business Journal reports that the U.S. Bankruptcy Court
for the District of Oregon has approved Landing Development, LLC's
reorganization plan.

Portland Business relates that Landing Development's Plan allows
it to extend the repayment of its debts in exchange for full
repayment to all creditors, with interest.  The company's lenders,
says the report, supported the Plan, which repays Landing
Development's creditors, in part by compelling a liquidation sale
of 14 completed townhouses at its Volare neighborhood in Happy
Valley -- listed at www.newhomesale.org and are to be sold by
Jan. 15, 2009.

According to Portland Business, Landing Development's founder,
Tony Marnella, said that the streamlined company has five workers,
about half its staff in 2007.

Landing Development will mainly operate as a custom builder of
homes to answer sales, Portland Business says, citing Mr.
Marnella.  The company won't construct major inventories, the
report says.  According to the report, the Plan restricts the
company to an inventory of no more than 16 homes.

Portland Business states that under the Plan, Landing Development
will:

     -- self-fund construction,
     -- replace variable-rate loans with fixed rate ones, and
     -- sell its interests in various joint venture construction
        projects and development properties, Tony Marnella's
        personal property and his Maserati, which will be
        advertised for $59,000.

Landing Development had a slowdown in customer traffic beginning
in the middle of last year, Portland Business reports, citing Mr.
Marnella.  The company finished that year the condo-style project
Matthew Frank at St. Johns, with 111 units sold in 10 months,
Portland Business relates.  Traffic, says the report, dropped in
half as Landing Development proceeded with work at Volare.

Landing Development, according to Portland Business, tried to
renegotiate with its banks -- including Sterling Savings Bank and
Wells Fargo -- as sales faltered, but the company had to file for
bankruptcy when its credit ran out.

Mr. Marnella expects a slow recovery for 2009, and the reorganized
business would sell one unit per month, growing to as many as
three to four per month by the middle of next year, Portland
Business says.

                     About Landing Development

Milwaukie, Oregon-based Landing Development LLC, aka Volare at
Eagle Landings and aka Marnella Homes, --
http://www.marnellahomes.com/-- is a home builder.  Tony Marnella
Inc. is the sole member of Landing Development.  Anthony L.
Marnella is the president and manager of Tony Marnella Inc.

The company filed for Chapter 11 protection on April 14, 2008
(Bankr. D. Ore. Case No. 08-31686).  Susan S. Ford, Esq., at
Sussman Shank, LLP, assists the company in its restructuring
effort.  The company listed assets of $10 million to $50 million
and debts of $10 million to $50 million.


LAND O'LAKES: Change in Earnings Won't Affect S&P's 'BB+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Land O'Lakes Inc.'s
(BB+/Stable/--) announcement of material weakness in internal
accounting controls related to the quarter-end closing process,
which resulted in the company revising its third-quarter and year-
to-date earnings downward by $12 million, will not have an
immediate effect on the rating or outlook.  S&P expects that the
company will implement a plan, which should result in the
remediation and elimination of the material weakness in internal
controls related to the quarter-end closing process.

In addition, the company announced that KPMG LLP was unable to
complete its audit of MoArk LLC, a wholly owned subsidiary of Land
O'Lakes (4.9% of revenues and 19.6% of operating income for the
second quarter ended June 30, 2008) for the 2005 to 2007 periods.
This was caused by inadequate books and records related to the
formation of MoArk and acquisitions completed by MoArk during
calendar years 2000 to 2002.  This will result in Land O'Lakes'
not being able to timely file its Form 10-Q for the period ended
Sept. 30, 2008.

Furthermore, the company does not know the extent of the delay,
whether the records will become available, whether KPMG will be
able to complete its audit of MoArk, or what the impact will be on
its financial statements (in 2006, the company incurred a
$16.8 million goodwill impairment charge with regard to MoArk's
shell business).  This announcement will also not immediately
affect the rating or outlook on Land O'Lakes or currently result
in any covenant violations; however, S&P will monitor the
situation closely.  The company is required to file audited
financial statements under its bank agreement within 90 days after
its fiscal year-end (Dec. 30, 2008).  S&P will reevaluate the
rating and outlook depending on developments and the timing of the
delay.


LAND RESOURCE: Supreme Court Rules in Favor of Firm in Land Row
---------------------------------------------------------------
Russ Bynum at Fort Mill Times (Georgia) reports that the Supreme
Court of Georgia ruled in favor of Land Resource LLC on Monday in
its land development dispute with The Center for a Sustainable
Coast and other environmental groups.

According to Fort Mill Times, the court said that a state law
protecting coastal marshes doesn't extend to residential
developments on dry land.

Fort Mill Times relates that Land Resource was granted in 2005 a
state permit to construct two marinas and three community docks at
Cumberland Harbour -- a 1,014-acre gated subdivision being built
on a peninsula near the Georgia-Florida border.  The report says
that the two marinas and three docks would make up the largest
marina complex in Georgia with more than 17,500 linear feet of
floating docks.

The environmental groups, according to Fort Mill Times, challenged
the project in court, claiming that "state regulators granted the
marina permit without considering potential harm to the marsh from
polluting stormwater runoff from the entire development --
including homes on the peninsula's uplands."

Fort Mill Times states that the court ruled that the 1970 Coastal
Marshlands Protection Act doesn't cover developments on dry land,
which justices argued would grossly extend the power of state
regulators.  The report quoted Justice Harris Hines as saying, "It
would require that any project, even an upland project located
miles from the marshland, would have to undergo the permitting
process if it could be shown that stormwater runoff from the
project would affect the marshlands."

The marina permit, says Fort Mill Times, has to go back before
state regulators.  According to the report, an administrative law
judge ordered the regulators in 2006 to consider whether the
marina posed a threat to endangered right whales and other
protected species.

Land Resource spokesperson Will Hurst said that the company plans
to pursue the marina permit, Fort Mill Times reports.

The lower courts' decisions should be thrown out on procedural
grounds because other issues like the effect on endangered marine
species hadn't been finalized, Fort Mill Times relates, citing
Chief Justice Leah Ward Sears and Justice Carol Hunstein.

According to Fort Mill Times, Mr. Hurst said that under Chapter
11, Cumberland Harbour will be sold.  The report says that the
marina permit would go to the new owner.  The permit would
increase the value of the property, the report states.

"The bank basically is the owner right now.  Not being in the
development business, they will want to sell it," Fort Mill Times
quoted Mr. Hurst as saying.

                       About Land Resource

Headquartered in Orlando, Florida, Land Resource LLC --
http://www.landresource.com-- creates residential communities,
which includes coastal, lakefront and mountain locations in
Georgia, North Carolina, West Virginia, Tennessee and Florida

The company and its affiliates filed for Chapter 11 protection on
Oct. 30, 2008 (Bankr. M. D. Fla. Case No. 08-10159).  Jordi Guso,
Esq., at Berger Singerman, P.A.  The company listed assets of $100
million to $500 million and debts of $50 million to
$100 million.  Trustee Services Inc. is the Debtors' notice,
claims and balloting agent.


LEHMAN BROTHERS: Asks Court to Approve Deal With European Units
---------------------------------------------------------------
Bankruptcy Law360 reports that Lehman Brothers Holdings Inc. has
asked the U.S. Bankruptcy Court for the Southern District of New
York to approve a deal that should allow the Debtor to unwind a
book of business in Europe.  The report says the business consists
of more than 1 million trading positions and billions of dollars
worth of receivables.

Bankruptcy Law360 also reports that San Mateo County in California
has filed a lawsuit against Lehman Brothers' top brass for
allegedly lying about the investment bank's financial health.
According to the report, this led to a $150 million loss for the
county after Lehman's collapse.

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

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

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

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

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

Barclays Bank Plc agreed to acquire Lehman Brothers' North
American investment banking and capital markets operations and
supporting infrastructure for US$1.75 billion.

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: TPGI Compels Funding of Unit's $100MM Loan
-----------------------------------------------------------
Thomas Properties Group, Inc.'s affiliate, TPG-Austin Portfolio
Holdings LLC, for which TPGI serves as the manager, has filed a
motion with the U.S. Bankruptcy Court for the Southern District
of New York in the bankruptcy case of Lehman Brothers Holdings,
Inc., et al.

"Through this motion, we are seeking to compel Lehman Brothers to
accept and honor its obligation to fund the $100 million revolving
credit facility under the Credit Agreement with TPG-Austin," said
Jim Thomas, chairman, CEO and president of Thomas Properties
Group.  "In the alternative, we are asking for authority to allow
TPG-Austin to seek alternative financing, secured by liens
superior to the existing liens in favor of Lehman Brothers.  We
believe that it is in the best interests of all parties to resolve
this issue, and we are asking the court to act quickly in this
matter.  We continue to have confidence in the Austin market and
in this portfolio."

TPG-Austin owns a portfolio of ten properties totaling
3.5 million square feet in Austin, Texas.  TPGI, indirectly
through its joint venture with the California State Teachers
Retirement System, holds a 6.25% interest in TPG-Austin.  An
affiliate of Lehman Brothers currently owns 50% of the equity
in the Austin portfolio.  Lehman Commercial Paper, Inc. is the
loan syndication agent on a $292.5 million Credit Agreement under
which TPG-Austin is the borrower.  Under the Credit Agreement, a
$192.5 million term loan was fully funded, and a $100 million
revolving credit facility remains unfunded.  TPGI issued a
borrowing notice for the full $100 million revolving loan under
the Credit Agreement and subsequently issued a notice of default.

TPGI has not yet determined if alternative debt financing or
additional equity investment is available to TPG-Austin or what
the terms of such debt or equity capital will be.

                    About Lehman Brothers

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

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

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

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

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

Barclays Bank Plc agreed to acquire Lehman Brothers' North
American investment banking and capital markets operations and
supporting infrastructure for US$1.75 billion.

               International Operations Collapse

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

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

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


MASONITE INT'L: Gets Lenders' Forbearance Amid Bankruptcy Talks
---------------------------------------------------------------
Masonite International Inc. said it has entered into a forbearance
agreement with holders of a majority of the senior subordinated
notes due 2015 issued by two of its subsidiaries.

The company said that it expects the forbearance agreement will
provide additional time and flexibility as it continues to pursue
opportunities to develop an appropriate capital structure to
support its long-term strategic plan and business objectives.

The company's holders of 92% of senior subordinated notes due
2015 issued by its subsidiary Masonite Corporation having an
aggregate principal amount of $412 million, and of 53% of senior
subordinated notes due 2015 issued by its subsidiary Masonite
International Corporation having an aggregate principal amount of
$358 million signed the agreement.

According to Bloomberg News, people with knowledge of the
transaction said the company could file for bankruptcy unless
Masonite's lenders agree to ease the terms of its bank loans.

"The Ad-Hoc Committee of Masonite Noteholders has been supportive
of the Company's restructuring efforts and looks forward to
working with the Company to the successful resolution of the
Company's capital structure issues," David Hilty, Managing
Director at Houlihan Lokey Howard & Zukin, financial advisor to
the Ad-Hoc Committee of Masonite Noteholders, said.  "The
committee is comprised of holders of a majority in principal
amount of the notes."

Under terms of the agreement, which is effective until Dec. 31,
2008, the noteholders agreed that it will not exercise rights and
remedies against the company solely with respect to its failure to
make the interest payment due on Oct. 15, 2008.  Moreover, the
agreement terminates prior to Dec. 31, 2008, upon certain events.

On Sept. 16, 2008, the agent, on behalf of the lenders under the
company's credit facility, provided notice under the company's
senior subordinated note indentures of the imposition of a payment
blockage period with respect to the Notes.  The  notice was
permitted by the terms of the indentures as a result of the
company's non-compliance with certain financial covenants under
its credit facility.

As a result of notice, the company is not permitted for a period
of up to 179 days from Sept. 16, 2008, to make interest or
principal payments under the Notes.  In accordance with this
restriction, the company did not make a scheduled payment of
interest on the Notes when due on Oct. 15, 2008, although it had
sufficient cash on hand to make such payment.  The company's
failure to make such interest payment within 30 days of Oct. 15,
2008, constitutes an event of default under each of the Note
indentures.

Absent the forbearance agreement, holders of the U.S. Notes would
have been able to declare the full amount of the US Notes
immediately due and payable during the Forbearance Period upon
five business days' notice.

While holders of 30% in principal amount of the Canadian Notes
have the ability to declare the full amount of the Canadian Notes
due and payable upon five business days' notice, pursuant to the
forbearance agreement, holders of 53% in principal amount of the
Canadian Notes have agreed not to take such action.  The Company
continues to contact additional holders of the Canadian Notes to
seek their participation in the forbearance agreement.

Separately, the compan is now in talks with its bank lenders
regarding an extension of a forbearance agreement with the lenders
that expired on Nov. 13, 2008.  As a result of its financial
performance for the quarters ended June 30 and Sept. 30, 2008, the
company was not in compliance as of such dates with certain
financial covenants contained in its credit facility, which
constituted an event of default under the credit facility.

The financial covenants relate to EBITDA metrics and reflect the
challenging conditions in the U.S. housing industry.  The company
is engaged in ongoing negotiations with lenders that are party to
the credit facility regarding a potential amendment to the terms
of the credit facility.

As of Nov. 11, 2008, the company had approximately $205 million in
cash on hand.

"We appreciate the support of the note holders who agreed to enter
into a forbearance agreement with the Company, which we believe
gives us additional time and flexibility as we explore all
available alternatives for strengthening our capital structure,"
said Fred Lynch, President and Chief Executive Officer of
Masonite.  "We continue to have productive discussions with our
lenders, as well as our noteholders, and are hopeful that we can
arrive at a resolution that helps to position Masonite for future
success.  As these efforts continue, our employees remain focused
on delivering the highest value door products to our customers
around the world."

A full-text copy of the forbearance agreement is available for
free at http://ResearchArchives.com/t/s?34ed

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

On December 22, 2004, Masonite International Corporation entered
into a combination agreement with Stile Canada, an entity
controlled by affiliates of Kohlberg Kravis Roberts & Co. L.P.  On
April 6, 2005, Stile Canada acquired all of the common shares of
Masonite International Corporation at a purchase price of C$42.25
per share in cash.  Following the Transaction, Masonite
International Corporation was amalgamated with Stile Canada to
form Masonite Canada Corporation, which then transferred all of
the common shares of Masonite Holdings, Inc., which is the parent
company of Masonite International Corporation's U.S. subsidiaries,
to Stile U.S.  Following the transfer, Masonite Holdings, Inc. was
merged with and into Stile U.S., and the surviving corporation was
renamed Masonite Corporation.  Masonite Canada Corporation was
subsequently renamed Masonite International Corporation.

The aggregate value of the Transaction, including the assumption
of indebtedness, premiums, fees and expenses, was approximately
$2.7 billion, including approximately $551.5 million of new equity
provided by KKR and $24.3 million of equity invested by certain
members of management at the closing.  On June 30, 2005, members
of Masonite's management and certain other employees invested an
additional $22.6 million in the capital stock of Masonite Holding
Corporation, with the proceeds used to repurchase shares held by
KKR.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 1, 2008,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Masonite International Inc. (Masonite) and its
subsidiaries, Masonite International Corp. and Masonite US Corp.,
to 'CCC+' from 'B-'. S&P also lowered the senior secured debt
rating on Masonite to 'B' from 'B+'.  The ratings remain on
CreditWatch with negative implications, where they were placed
April 18, 2008.


MEDCOMSOFT INC: September 30 Balance Sheet Upside-Down by $383,668
------------------------------------------------------------------
MedcomSoft Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $1,125,171, total liabilities of $1,508,839 and
shareholders' deficit of $383,668.

MedcomSoft Inc. reported financial results for the first quarter
ended Sept. 30, 2008.

Overall revenues in the first quarter of fiscal 2009 were lower
than the first quarter of fiscal 2008 levels by $35,635 or 10%,
operating expenses in the first quarter of fiscal 2009 were lower
than the first quarter of fiscal 2008 levels by $576,916 or 34%.
The net loss for the first quarter of fiscal 2009 was $794,328
compared to $1,331,390 in the first quarter of fiscal 2008.

After failing in its commercialization strategy in fiscal 2008,
during the first quarter of fiscal 2009, the company retained the
Health Care Investment Banking Group of Raymond James Associates
to explore funding and strategic alternatives to support the
execution of a revised business plan that had been approved by the
Board.  While several investors or buyers that Raymond James had
contacted in the execution of their mandate had expressed an
interest in the company's product, and specifically access to the
high quality management team that had been identified to execute
the business plan, there was not sufficient interest expressed in
directly investing new capital in the current corporate structure
as to make the prospect of raising the required funding to execute
the business plan viable.  Further, investors and potential buyers
expressed concern about the current financial position of the
company, its public structure and its difficulty in executing the
business plan, including skepticism of the proposed direct sale
channel approach that was proposed in the new business plan.

On Nov. 1, 2008, the company's board of directors reviewed the
current financial condition of the company and management's
report on the status of and feedback from investors that were
contacted during the Raymond James financing engagement.  In light
of the fact that the company had significant liabilities and
expense obligations and the absence of an offer of investment or
purchase, the Board authorized the hiring of a Trustee and the
filing of a Notice of Intention to make a proposal to its
creditors under the Bankruptcy and Insolvency Act (Canada).  The
company subsequently received the resignation of each of its board
members.  On Nov. 3, 2008, the company commenced the filing of the
NOI.  The rationale considered by the board in deciding to file an
NOI included the ability for the process to stay actions against
the company and to give time to make a proposal to its creditors
to satisfy their claims without bankruptcy.  The NOI not only
provides a forum for the company to manage its cash resources and
liabilities, it also provides a forum for interested investors or
buyers to make an offer to restructure the current company and to
create a statutory driven time frame for management to deal with
potential investors.  The company appointed Ira Smith Trustee &
Receiver Inc., a licensed trustee, to act as trustee under the
proposal.

The company and its advisors currently continue to evaluate
possible alternatives for raising capital, considering the sale
of all or part of its business and possible restructuring
alternatives.  However, at this time, the company does not have
any concrete proposal from an interested party.  Also, no
assurance can be made that a proposal under the NOI will be
submitted or ultimately accepted by the company's creditors or
approved by the Court; and, in the absence of a viable alternative
solution, the company may be forced to file an assignment in
bankruptcy under the Bankruptcy and Insolvency Act (Canada).

As previously disclosed the company had been notified that it does
not meet the listing requirements of the Toronto Stock Exchange,
the exchange on which the company's common shares are listed.
Therefore, the company's management cannot offer assurance that it
will be able to continue to have its common shares listed on the
TSX.

Also, at this point in time, the company has not set a date for
its annual shareholders' meeting pending the outcome of the NOI
process.

The company had cash of $787,810 at Sept. 30, 2008, compared to
$1,751,682 as at June 30, 2008, for a net decrease of $963,872.
The net decrease was due to the company's use of cash in its
operating activities, of $957,378 for the quarter.

As at Sept. 30, 2008, the company had a working capital
deficiency of $617,867, compared to a modest working capital
balance of $89,417 as at year end.  The company has not been
profitable over the past seven years and its ability to continue
as a going concern is dependent upon its ability to obtain the
necessary financing and generate future profitable operations to
meet its obligations and repay its liabilities arising from normal
business operations when they come due.

                         About MedcomSoft

Headquartered in Toronto, Ontario, MedcomSoft Inc. (TSE:MSF) --
http://www.medcomsoft.com/-- develops and distributes software
solutions to the healthcare industry in Canada and United States.
The company develops, markets, licenses and supports healthcare
software solutions to the office-based or ambulatory care market
designed with improving the quality of patient care.  MedcomSoft's
products include MedcomSoft record UE and MedcomSoft clinical data
repository.  Its subsidiaries include MedcomSoft Corporation,
MedcomSoft Australia Pty Ltd. and BNK Informatics Canada Inc.


MGM MIRAGE: Names James Murren as Chairperson & CEO
---------------------------------------------------
MGM Mirage's Board of Directors has elected James J. Murren as the
chairperson and CEO, effective Dec. 1, 2008, replacing J. Terrence
Lanni, who will continue as a member of the Board and will join
the Diversity Committee.

The announcement comes following the long-planned retirement of
Mr. Lanni who had served as Chairperson and CEO for more than 13
years.  Mr. Lanni had recommended Mr. Murren as his replacement.

Mr. Murren joined MGM Mirage in 1998 as Executive Vice President
and Chief Financial Officer, and in 1999, was named President and
Chief Financial Officer.  In 2007, he was named President and
Chief Operating Officer of the company.  Mr. Murren also is a
member of the MGM MIRAGE Board of Directors and its Executive
Committee.  He also serves as a member of the Board for Delta
Petroleum.

Prior to joining MGM Mirage, Mr. Murren spent 14 years on Wall
Street as a top-ranked equity analyst, joining C.J. Lawrence, Inc.
(later merged into Deutsche Morgan Grenfell) in 1984 as a
securities analyst.  He was appointed Managing Director and
elected to the Board of Directors of C.J. Lawrence in 1992.  In
1994, he was appointed Director of Research and Managing Director
of Deutsche Bank.  Mr. Murren is a Chartered Financial Analyst and
the recipient of several awards during his Wall Street career.

Mr. Murren and his wife Heather founded the Nevada Cancer
Institute, a non-profit institution dedicated to providing a
comprehensive cancer research center to the State of Nevada and is
a member of the Board of Directors.

Among Mr. Murren's various community activities include serving as
a trustee of the University of Nevada, Las Vegas Foundation.

Mr. Murren said, "Terry's contributions to our company, this
industry and the communities in which we do business have been
exceptional.  He led the way in developing an international market
for customers, guided the expansion of the non-gaming aspects of
our business, and oversaw the strategic growth of MGM Mirage from
a one-property company into one of the largest companies in our
industry.  He offered leadership in important industry issues
affecting our local and global communities, especially problem
gambling and philanthropy.  But his most lasting contribution may
well be his unequaled vision in developing and guiding our
diversity initiative which has empowered our employees and set the
standard for such programs for all companies in the U.S."

MGM Mirage majority shareholder Kirk Kerkorian said, "As fortunate
as we have been since 1995 to benefit from Terry's leadership, we
are now benefiting from the succession plan he put in place more
than two years ago as well as his continuing contributions to our
company as a member of our Board.  Jim is a remarkable and
multifaceted leader in whom I have the utmost confidence."

                      About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2008,
Tamara Audi at The Wall Street Journal reports that MGM Mirage
needs to raise about $1.2 billion to complete the financing of its
CityCenter project in Las Vegas.

As reported in the Troubled Company Reporter on Oct. 7, 2008, MGM
Mirage said that CityCenter, its joint development project with
Dubai World, completed the first phase of its $3.0 billion
financing package by securing a $1.8 billion senior bank credit
facility.  The facility matures in April 2013 and is expected to
be increased to a total amount of $3.0 billion as additional
commitments are received.  CityCenter has received additional
signed commitment letters totaling in excess of $500 million,
which commitments are expected to be added to the facility once
completed.  MGM Mirage and Dubai World continue to work with
additional lenders and will seek the remaining commitment amounts
through a syndication process beginning on Oct. 7, 2008.  The
gross project budget consists of $9.3 billion of construction
costs (including capitalized interest), $1.7 billion of land, $0.2
billion of preopening expenses, and $0.1 billion of intangible
assets.  CityCenter is scheduled to be completed in December 2009.

According to WSJ, MGM Mirage is working to secure 41.2 billion in
financing to round out the $3 billion needed to complete the
project.  Jim Murren, MGM Mirage's chief operating officer and
president, said that he hopes to have the remaining funds
committed by Oct. 31, WSJ says.

As reported in the Troubled Company Reporter on Nov. 3, 2008,
Moody's Investors Service downgraded MGM MIRAGE's (MGM) Corporate
Family rating and Probability of Default rating to Ba3 from Ba2.
Moody's also downgraded MGM's senior unsecured bond rating to Ba3
from Ba2 and its senior subordinated bond rating to B2 from B1.
Moody's also assigned a (P)Ba1 provisional rating to the company's
proposed benchmark senior secured guaranteed note. All ratings
remain on review for further possible downgrade. The company's
Speculative Grade Liquidity rating was also downgraded to SGL-4
from SGL-3.

As reported in the Troubled Company Reporter on Oct. 31, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Las Vegas-based MGM MIRAGE and its
subsidiaries by one notch.  The corporate credit rating was
lowered to 'BB-' from 'BB', and the rating outlook is negative.


MICHAEL VICK: Files Chapter 11 Plan and Disclosure Statement
------------------------------------------------------------
Professional quarterback Michael D. Vick delivered to the United
States Bankruptcy Court for the Eastern District of Virginia a
Chapter 11 plan and a disclosure statement explaining the plan,
Bill Rochelle of Bloomberg News reports.

Mr. Vick's plan will pay creditors from his assets and earnings if
he is reinstated by the National Footbal League, According to
Bloomberg News.

Mr. Vick is serving a 23-month prison sentence for holingd dog
fights, Bloomberg notes.

Michael Vick filed for Chapter 11 protection on July 7, 2008
(Bankr. E.D. Va. Case No. 08-50775). Dennis T. Lewandowski, Esq.,
and Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent
Mr. Vick in his bankruptcy case.  Mr. Vick listed assets of $16.1
million and debts of $20.4 million in his bankruptcy filing.


MOULIN ROUGE: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Moulin Rouge Properties LLC
        800 W. Bonanza Road
        Las Vegas, NV 89106

Bankruptcy Case No.: 08-23629

Chapter 11 Petition Date: November 17, 2008

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Damon K. Dias, Esq.
                  ddias@diaslawgroup.com
                  Dias Law Group, Ltd.
                  610 S. 6th Street
                  Las Vegas, NV 89101
                  Tel: (702) 380-3011

Estimated Assets: $50 million to $100 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                     Nature of Claim    Claim Amount
   ------                     ---------------    ------------
John Dillard                                     $820,000
19122 Pricetown Avenue
Carson, CA 90746

John Whisenant                                   $430,000
205A Avenue 1, Suite 14
Redondo Beach, CA 90227

Kenneth Black                 promissory note    $350,000
5795 Roger Street
Las Vegas, NV 89118

Joseph Avery                                     $300,000

Mike Sirotka                                     $300,000

TJG                                              $254,000

Michael Glenn                 promissory note    $250,000

Merilyn Bush                                     $203,000

Vernell Davis                                    $200,000

Darryl Smith                                     $50,000

Dulaney Hill                                     $50,000

Jack Gardner                                     $40,000

Deborah and Larry Collins                        $45,000

Tanja Tyson                                      $25,000

Mark Isles                                       $24,000

The petition was signed by the company's managing member Dale
Scott.


MOVIE GALLERY: Gets March 13 Extension of Admin. Claim Objections
-----------------------------------------------------------------
Reorganized Movie Gallery Inc. sought and obtained an extension to
March 13, 2009, the deadline within which the Reorganized Debtors
may object to claims seeking administrative expense treatment, and
asserting cure amounts.

The Administrative and Cure Claims Objection Deadline was
originally fixed on November 14, 2008.

According to Michael A. Condyles, Esq., at Kirkland & Ellis LLP,
in New York, the Reorganized Debtors have been reviewing,
analyzing and reconciling the claims filed in and asserted in
their Chapter 11 cases, specifically with respect to the general
unsecured claims in excess of 11,000.  As of October 21, 2008,
approximately 220 claims have been reconciled and paid, Mr.
Condyles noted.

The Reorganized Debtors may not be able to analyze, reconcile and
object to all of the remaining Claims prior to the November 14
deadline, Mr. Condyles said.  Moreover, even where objections are
filed prior to the Deadline, certain holders of Claims that are
the subject of the Objections may submit responses, which will
take additional time to resolve, Mr. Condyles reasoned out.

Mr. Condyles maintained that the Reorganized Debtors' requested
Extension is necessary to assure sufficient time for them to:

  (a) properly evaluate and determine the validity of each
      remaining unresolved Claim; and

  (b) ensure that non-meritorious Claims have been or will be
      included in objections filed with the Court and
      meritorious Claims are consensually resolved.

                    Resolved Objections

Prior to the Court's extension of the Administrative Claims
Objections Deadline, Edward and William Kroll argued that the
Debtors' request should be denied because it does not benefit all
parties involved in the Debtors' cases.  The Krolls insisted that
they have already filed all their Claims against the Debtors.

In a separate filing, Publix Super Markets, Inc., a landlord of
three shopping centers located in the states of Florida and
Georgia, objected to the Debtors' request, to the extent that of
the 11,000 Claims which the Debtors were reviewing, they
accounted for less than 200 cure claims.

"The Reorganized Debtors should have reviewed the limited number
of Cure Claims before reviewing general unsecured claims in order
to keep within the spirit of making a 'prompt cure' in connection
with leases that were assumed and assigned," Publix noted.

Accordingly, the Debtors' Extension request "is prejudicial to
Publix and other non-residential real property lessors whose
leases were assumed, the Landlord added.

The Court said that the Reorganized Debtors' entered into a
stipulation with Publix, rendering the Landlord's objection to
the Debtors' request moot.

The Extended Deadline will not apply to Claims filed by William
and Edward Kroll, Judge Tice ruled.

                      About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer. The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games. The company
has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853). Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors. Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel. The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008. (Movie Gallery Bankruptcy News;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


MOVIE GALLERY: Hollywood Entertainment Balks at Boards Allegations
------------------------------------------------------------------
To recall, Hollywood Entertainment Corporation alleged that
Boards, Inc., committed violations with respect to a stipulation
rejecting a License Agreement that provided Boards with non-
exclusive license to use certain Hollywood Marks to up to 20 of
Boards' stores.

Among other things, Hollywood pointed out that Boards breached
its duties under the Stipulation; and committed trademark
infringement in violation of the Lanham Act.

On behalf of Boards, Dylan G. Trache, Esq., at Wiley Rein LLP, in
McLean, Virginia, admitted that Boards was unable to comply with
the Stipulation in its entirety, and that certain Hollywood
signage, names and logos remained visible in its stores after the
termination date of the Stipulation on August 31, 2008.

According to Mr. Trache, Boards mailed its customers, informing
them of the change of the names of specific store locations to
Mark's Video and Gametag.  Boards did not seek approval from
Movie Gallery to send marketing materials to its customer base.

In defense, however, Boards sought a declaratory judgment under
Rule 7001(9) of the Federal Rules of Bankruptcy Procedure
declaring that (i) Boards has not violated any right of
Hollywood, and (ii) Boards' new marks and the presentation of the
Marks do not infringe any rights of Hollywood, or are permitted
under the doctrine of fair use.

Mr. Trache added that Hollywood willfully and maliciously
misappropriated Boards' trade secret information, including its
customer lists and databases, causing injury to the reputation,
goodwill and business of Boards.  If the Information continues to
be utilized, it will give an advantage to Hollywood as a direct
competitor, in violation of the laws of the state of Oregon, Mr.
Trache noted.

Mr. Trache added that Boards is entitled to recover exemplary and
punitive damages, as well as attorneys' fees, from Counter-
Defendants, in addition to Boards' actual damages.

Accordingly, Boards asked the Court to:

  * preliminarily and permanently enjoin Hollywood from using
    Boards' customer information or other proprietary
    information for any purpose, and compel Hollywood to submit
    to Boards an oath detailing compliance with the Injunction;

  * compel Hollywood to deliver up for destruction, or show
    proof of destruction of all materials that contain or
    reflect Boards' customer information;

  * allow Boards to recover all damages it has sustained as a
    result of Hollywood's breach of the Stipulation, theft of
    trade secrets, conversion, unfair trade practices and unjust
    enrichment, with the damages attributable to Hollywood's
    trade secret misappropriation doubled; and

  * award Boards its reasonable attorneys' fees and costs for
    prosecuting the Adversary Proceeding.

"Boards . . . demands a trial by jury," Mr. Trache said.

               Parties File Pre-trial Briefs

Hollywood maintained that it needs, and is entitled, to regain
control over its own brand.  However, Boards has demonstrated
that it will not stop using Hollywood's trademarks and trade
dress unless it is compelled to do so, Jonathan Mansfield, Esq.,
at Schwabe, Williamson & Wyatt, P.C., in Portland, Oregon, told
the Court.

Despite the Court's issuance of a preliminarily injunction
against Boards, directing it to "cease all use of Hollywood's
Licensed Marks" effective September 29, 2008, Boards has not made
any effort to comply, and in fact has no intention of removing
any trade dress from its stores, Mr. Mansfield added.

Accordingly, Hollywood amended its proposed Order to include that
Licensed Marks, as defined in the Stipulation, and other similar
marks, will be removed, or completely obscured so as to be
unidentifiable as Hollywood Licensed Marks.  Hollywood notified
the Court that it intended to present evidence in the form of a
video recording.

In response, Boards argued that the Plaintiffs have never sought
or been granted a federal trademark registration which would
provide it with a presumption of validity for its purported
"trade dress."  Hence, Hollywood must prove the (i) ownership of
a valid and enforceable trademark of a trade dress, and (ii)
likelihood of confusion between the Hollywood's Trade Dress and
the Boards' use.

The Plaintiffs' new Proposed Order includes a more specific --
but not specific enough -- definition of trade dress, thereby
conceding the Stipulation, Boards maintained.

Specifically, the Proposed Order is overbroad and ambiguous with
respect to the exterior signage and the scope of protected trade
dress.  "The Order also includes a monetary sanction regarding
trade dress despite the Court's specific ruling that the $200
sanction would only apply to exterior signage," Mr. Trache said.

           Boards Seek To File Information Under Seal

Mr. Trache relates that during the evidentiary hearing held on
October 30, 2008, with respect to the Parties' arguments, a
portion of the testimony of Boards' witness Deric Wattles,
concerned certain confidential financial information relating to
Boards' current and prospective financial condition, which
included a spreadsheet detailing the Information that Boards
admitted into evidence.

During this testimony, the Court agreed to exclude witness and
representative from the courtroom.  The Court "may protect an
entity with respect to trade secret or confidential research,
development, or commercial information," pursuant to Section 107
of the Bankruptcy Code, according to Mr. Trache.

In this regard, Boards seek the Court's authority to file under
seal the portion of the Mr. Wattles' testimony relating to
Boards' financial condition.

                        *     *     *

Judge Tice modified, on November 6, 2008, the order with respect
to Hollywood's request for Preliminary Injunction, ruling that:

  (1) Boards will file with the Court and serve on all parties
      photographic evidence, with appropriate declarations that
      it has covered or removed exterior Hollywood and Game
      Crazy signages at the 20 retail stores operated by Boards,
      and violation of which will penalize the Debtors with $200
      per day, to be paid to the clerk of the Court.

  (2) Hollywood is likely to establish that these interior
      features are distinctive and primarily non-functional, and
      that Boards' design is likely to be confused with
      Hollywood's:

      -- collages of movie quotes or movie images;

      -- purple with silver outline stars replicating those of
         Hollywood "walk of fame;"

      -- black and white street signs with names of streets in
         Hollywood, California; and

      -- gold color borders on "Coming Soon" marquee and
         television wall in Boards' stores.

In a separate Order, the Court approved Boards' request to file
under seal certain portions of Deric Wattles' testimony, which
relates to Boards' financial condition.

                      About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer. The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games. The company
has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853). Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors. Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel. The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008. (Movie Gallery Bankruptcy News;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


MOVIE GALLERY: Blackstone Wants $2.8MM in Fees And Expenses
-----------------------------------------------------------
Blackstone Advisory Services LP, asks Judge Tice to compel Movie
Gallery, Inc., and its debtor-affiliates to pay Blackstone's fees
and expenses for $2,894,958, which Blackstone incurred as
financial advisor to Wells Fargo Bank, N.A., in connection with
the Debtors' reorganization.

Wells Fargo Bank, N.A., is the successor Second Lien
Administrative and Collateral Agent under that certain Second
Lien Credit Agreement dated as of March 8, 2007, which was
amended and restated under the Debtors' Chapter 11 Plan of
Reorganization.

Blackstone contends that the Debtors' payment of the Fees and
Expenses is in compliance with the orders approving the Debtor-
in-possession facility, and the Debtors' confirmed Chapter 11
Plan of Reorganization.

Lawrence A. Katz, Esq., at Venable LLP, in Vienna, Virginia,
relates that in August 2007, Wells Fargo retained Blackstone as
its financial advisor, to assist the Agent in negotiating with a
steering committee composed of holders of the Debtors' second
lien debt to act as financial advisor with respect to reaching a
consensual reorganization or recapitalization of the Debtors.

According to Mr. Katz, the participation of Blackstone among
Wells Fargo's other professionals, was invaluable, as it enabled
the Debtors to obtain the consent to a restructuring of a
creditor constituency, which was hinged upon Sopris Capital
Advisors LLC affiliates' buying of second lien debt.

Further negotiations led to Sopris' commitment to make additional
material concessions that improved the treatment of the second
lien debt holders and the Debtors' other creditor constituencies,
Mr. Katz notes.

             Debtors Must Pay Blackstone's Fees

Mr. Katz notes that under the Court order authorizing the Debtors
to obtain secured postpetition financing on superpriority priming
lien basis, the Debtors were authorized to pay, within 20 days
after the submission of invoices, all reasonable fees, costs and
charges incurred by Wells Fargo, including those of the Agent's
lawyers and financial advisors.

The Fees and Expenses will not be subject to review and Court
approval, and no recipient will be required to file any interim
or final statement or application with respect to the Fees and
Expenses.

However, the Debtors and the Reorganized Debtors have
inexplicably failed to make payment of the fees and expenses
incurred by both Wells Fargo and by Blackstone, Mr. Katz tells
Judge Tice.

Wells Fargo and Blackstone have repeatedly requested the Debtors
to pay Blackstone's Fees and Expenses for $2,894,958, to which
the Debtors never objected prior to the Effective Date of their
Joint Plan of Reorganization in May 2008.  All of the invoices
relating to the Fees and Expenses have been forwarded to The
Debtors in April 2008, Mr. Katz says.

Blackstone, on behalf of the second lien lenders, was
instrumental in achieving a consensual arrangement, supported by
holders of the majority of the second lien debt on the eve of
bankruptcy when others, including the first lien lenders, were
unable to do so, Mr. Katz notes.

Moreover, through Blackstone's assistance, the Debtors and Sopris
were able to obtain the support of Wells Fargo and a majority of
the holders of second lien debt for the consensual restructuring
that was ultimately embodied in the Chapter 11 Plan.

Accordingly, Blackstone contends that its fees and expenses must
be paid by Reorganized Debtors immediately.

The Court will convene a hearing on December 10, 2008, to
consider Blackstone's request.

           Debtors Object to Wells Fargo's Request

To recall, Wells Fargo Bank, N.A., as Wells Fargo Bank, N.A., the
second lien administrative and collateral agent, filed a super-
priority, administrative claim for $2,894,958 in the Debtors'
cases, to recover fees and expenses allegedly owed by the Debtors
to Blackstone, for the services it rendered to Wells Fargo as its
financial advisor.

Blackstone's request to satisfy its fees and expenses incurred as
financial advisor to Wells Fargo in connection with the Debtors'
reorganization, supersedes Wells Fargo's Request and renders it
moot, John M. Ryan, Jr., Esq., at Marcus, Crowley & Liberatore,
P.C., in Chesapeake, Virginia, maintains.

Against this backdrop, the Debtors ask the Court to deny Wells
Fargo's request.

                      About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer. The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games. The company
has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853). Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors. Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel. The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008. (Movie Gallery Bankruptcy News;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


NWL HOLDINGS: To Close Before Thanksgiving; $7MM DIP Loan Okayed
----------------------------------------------------------------
Bankruptcy Law360 says a federal bankruptcy court judge has
approved $7 million in debtor-in-possession financing for NWL
Holdings Inc., the parent company of discount retail chain
National Wholesale Liquidators.  The DIP loan allows the company
to sell or liquidate before Thanksgiving, the report says.

As reported by the Troubled Company Reporter on November 13, 2008,
National Wholesale Liquidators along with 62 of its affiliates
sought protection from its creditors under Chapter 11 in the
United States Bankruptcy Court for the District of Delaware,
Bloomberg News reports.  A person with knowledge of the filing
told Keiko Morris at newsday.com that the company was caught in
the credit crunch.  Prior to the filing, General Electric cut off
the company's line of credit by $10 million without notice, Ms.
Morris said.  Volatile economy may give the company difficulties
to restructure and emerge from bankruptcy, Ms. Morris said.

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

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

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


OMX TIMBER: S&P Downgrades Rating on $735 Million Notes to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$735 million class A-2 notes from OMX Timber Finance Investments
II LLC to 'D' from 'CCC'.

The downgrade reflects Lehman Bros. Holdings Inc.'s failure to
make an interest payment on the Oct. 30, 2008, distribution date,
which triggered an event of default according to the indenture.

The rating on OMX Timber Finance Investments II LLC is based
solely on LBHI's guarantee of the repayment of an installment note
that was issued by Boise Land & Timber II LLC, which Standard &
Poor's does not rate.  S&P withdrew ratings on LBHI and all
related entities on Sept. 25, 2008.


PARADISE INVESTMENTS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Paradise Investments, LLC
        dba Discovery World Learning Center
        22038 9th Ave. South
        Seattle, WA 98198

Bankruptcy Case No.: 08-17701

Chapter 11 Petition Date: November 12, 2008

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Ta Teasha M. Davis, Esq.
                  tmdlaw@gmail.com
                  Law Office of Ta Teasha M Davis
                  500 Union St Ste 520
                  Seattle, WA 98101
                  Tel: (206) 623-0435

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/wawb08-17701.pdf


The Debtor's petition was signed by TaTeasha M. Davis, Esq. at the
Law Office of TaTeasha M. Davis.


PATRICk MUNDT: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Patrick Roger Mundt
        1765 Royal Palm Court
        Palm Springs, CA 92262

Bankruptcy Case No.: 08-26142

Chapter 11 Petition Date: November 17, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Sandford Frey, Esq.
                  Sfrey@cmkllp.com
                  633 W. Fifth St. 51st Floor
                  Los Angeles, CA 90071
                  Tel: (213) 614-1944

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
ING Direct                     personal          $11,000,000
One South Orange Street        guarantee for
Wilmington, DE 19801           Contempo Homes

Gary D. Soto                   personal          $4,000,000
1432 Calle de Maria            guarantee for
Palms Springs, CA 92264        Contempo Homes

Geof Kors                      personal          $4,000,000
112 Mallorca Way               guarantee for
San Francisco, CA 94123        Contempo Homes

Pacific Merchantile Bank       personal          $3,900,000
949 South Coast Drive          guarantee for
Costa Mesa, CA 92626           Contempo Homes

Robert P. Warmington           personal          $2,000,000
Warmington Land Company Inc.   guarantee for
567 San Nicolas Drive Ste. 180 Contempo Homes

Washington Mutual              property;         $1,562,540
PO Box 44016                   secured:
Jacksonville, FL 32231         $1,700,000;
                               senior lien:
                               $1,052,988

Robert C. Metcalf              personal          $1,500,000
PO Box 4462                    guarantee for
Laguna Beach, CA 92652         Contempo Homes

Metro Pacific Bank             personal          $1,200,000
18831 Von Karman Avenue        guarantee for
Suite 101                      contempo Homes
Irvine, CA 92612

Robert K. Ostengard            personal          $600,000
                               gurantee for
                               Contempo Homes

Roland Cook & David Grindstaff personal          $300,000
                               guarantee for
                               Contempo Homes

CA State Board of Equalization Levy for sales    $172,066
                               for Classic Chic
                               Inc.

Pacific Western Bank           personal          $151,000
                               guarantee for
                               Contempo Homes

Union Bank of California       judgment          $112,307

Lisa Tenner                    prepaid rent      $59,000

Palm Springs Promenade LLC     personal          $42,456
                               guarantee for
                               Classic Chic Inc.

Primus Financial               personal          $40,609
                               guarantee for
                               Classic Chic Inc.

Riverside County Property      property taxes    $26,000
Taxes


PAUL PARIZEK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Paul Parizek
        38 Grayson Lane
        Newton, MA 02462

Bankruptcy Case No.: 08-18624

Chapter 11 Petition Date: November 12, 2008

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Gary W. Cruickshank, Esq.
                  gwc@cruickshank-law.com
                  Law Office of Gary W. Cruickshank
                  Suite 920, 21 Custom House Street
                  Boston, MA 02110
                  Tel: (617) 330-1960
                  Fax: (617) 330-1970

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 largest unsecured creditors.


PORTA SYSTEMS: Says Liquidity Concern May Lead to Bankruptcy
------------------------------------------------------------
Porta Systems Corp. reported an operating loss for the quarter
ended Sept. 30, 2008, of $497,000 compared to operating income of
$132,000 for the quarter ended Sept. 30, 2007.  The company
recorded a loss from continuing operations of $709,000 before the
extraordinary gain, for the quarter ended Sept. 30, 2008,
compared to the loss from continuing operations of $425,000 for
the quarter ended Sept. 30, 2007.  An extraordinary gain on the
implementation of trouble debt restructuring of $17,645,000 was
recorded in the quarter ended Sept. 30, 2008.  There were no
extraordinary items in the same period of 2007.  After the effect
of the extraordinary gain, the company reported a net income of
$16,936,000 for the three months ended Sept. 30, 2008.

The company reported an operating loss for the nine months ended
Sept. 30, 2008 of $235,000 compared to operating income of
$1,056,000 for the nine months ended Sept. 30, 2007.  The company
recorded a loss from continuing operations of $1,655,000 before
extraordinary gain, for the nine months ended Sept. 30, 2008,
compared to a loss from continuing operations before discontinued
operations of $531,000 for the nine months ended Sept. 30, 2007.

An extraordinary gain on the implementation of trouble debt
restructuring of $17,645,000 was recorded in the nine months
ended Sept. 30, 2008.  There were no extraordinary items in the
same period of 2007.  During the nine months ended Sept. 30, 2007,
the company completely discontinued the operation of its OSS
business and wrote off all remaining OSS assets and incurred
losses related to the discontinued OSS operation of $521,000.
There was no loss from discontinued operations for the nine months
ended Sept. 30, 2008.  After the effect of the extraordinary gain,
the company reported a net income of $15,990,000 for the nine
months ended Sept. 30, 2008.

In November 2008, the company borrowed additional senior debt of
$425,000 from its senior debt holder.  As of Nov. 11, 2008, the
company had a principal outstanding balance of $1,311,000
(excluding accreted interest) on the Working Capital Note.  The
company replaced the old Working Capital Note with a new Working
Capital Note in the amount of $1,747,012 (including accrued
interest).  Interest on the additional $425,000 advance will be
expensed as incurred at a rate equal to the six month Libor rate
plus 10%.  Principal and interest is payable January 2009 through
June 2009 with each monthly payment being equal to 25% of the
gross receipts received from sales generated in the United
Kingdom.  The remaining principal balance of the note and accrued
interest is due on June 30, 2009.  The new Working Capital Note is
collateralized by all of the assets of the company which also
secure the existing senior debt.

The company disclosed that the economic climate has made credit
more difficult to obtain and is resulting in decreases in
purchases for capital goods, such as its products.  As a result,
the current economic slowdown may seriously affect its business to
the extent that the company's customers reduce or defer their
purchases.  If the company is not able to develop new business and
if its customers reduce or defer the purchase of its products, the
company may be unable to continue in business and it may be
necessary for it to seek protection under the Bankruptcy Code.

                       About Porta Systems

Headquartered in Syosset, New York, Porta Systems Corp.(OTC BB:
PYTM.OB) -- http://www.portasystems.com-- develops, designs,
manufactures, and markets systems for the connection, protection,
testing, and administration of public and private
telecommunications lines and networks in the United States and
internationally.  It offers telecommunications connection
equipment and signal processing products.  The company's
telecommunications connection equipment interconnects copper
telephone lines to switching equipment and provides fuse elements
that protect telephone equipment and personnel from electrical
surges.  The company was founded in 1969.

The Troubled Company Reporter reported on April 14, 2008, that BDO
Seidman, LLP, raised substantial doubt about the ability of
Porta Systems Corp. to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditing firm reported that the company has
suffered substantial losses from operations in previous years and,
as of Dec. 31, 2007, has a stockholders' deficit of $30,527,000
and a working capital deficit of $34,513,000 and is dependent on
the continued agreement of the holder of its senior debt to defer
the maturity date of such debt.  As of Dec. 31, 2007, the
company's debt included $24,373,000 of senior debt, as a result of
a various extensions, which matures on May 1, 2008; $6,144,000
principal amount of subordinated debt, which matured on July 3,
2001; and $385,000 of 6% Debentures which matured on July 2, 2002.
The company was unable to pay the principal ($6,144,000) or
accrued interest ($6,900,000) on the subordinated notes or the
principal ($385,000) or interest ($183,000) on the 6% Debentures.
Accordingly, the senior debt and subordinated debt are classified
as current liabilities.


PR PHARMACEUTICAL: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: PR Pharmaceutical, Inc.
        1716 Heath Parkway
        Fort Collins, Co 80524
        Tel: (970) 484-5560

Bankruptcy Case No.: 08-28223

Type of Business: The Debtor operates a biopharmaceutical
                  company that develops bioactive compounds.
                  See: http://www.prpharm.com/

Chapter 11 Petition Date: November 14, 2008

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Peter J. Lucas, Esq.
                  lucasp@l-a-wyer.com
                  Appel & Lucas P.C.
                  1917 Market St., Ste. A
                  Denver, CO 80202
                  Tel: (303) 297-9800
                  Fax: (888) 849-8018

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Banque de Gestion Edmond       unsecured note    $9,138,503
de Rothschild
FBO Gulf Marine
c/0 Philippe Feller
2, Avenue de Monte-Carlo
MC 98000 Monaco

Verez Laboratories             judgement         $1,686,474
c/o Michael S. Burg                              plus cost for
Attorney for Defendants                          an approximate
Burg Simpson Eldredge Hersh                      amount of
& Jardine PC                                     $2,100,000

Gallant-Stock                  unsecured note    $1,743,097
Jan Breydelstraat 6
8800 Roselare
Belgium

Van Holsbeek - Gallant         unsecured note    $1,048,505
Guido Gezellelaan 83
8800 Roselare
Belgium

Mintz Levin Cohn Ferris, GI    legal counsel     $742,477
One Financial Center
Boston, MA 02111

Dr. Ludo Voorhoof              unsecured note    $592,214
c/o Philippe Feller
Banque de Gestion Edmond
de Rothschild
2 Avenue de Monte-Carlo
MC 98000 Monaco

Anne Gallant                   10% unsecured     $575,126
Guido Gezellelaan 83           note
8800 Roselare
Belgium

KPMG LLP                       financial         $488,663
                               auditors

1700 - 15th Street LLP         rent              $430,244

Steven D. Wilson               unsecured note    $367,093

BARC NV                        unsecured note    $355,890

University of Pittsburgh       unsecured note    $326,002

Tierlude                       unsecured note    $315,001

H. Investment Company LLC      unsecured note    $301,643

The petition was signed by the company's chief executive officer
Steve R. Howe.


PR PHARMACEUTICALS: Files for Chapter 11 Protection
---------------------------------------------------
PR Pharmaceuticals Inc. filed for Chapter 11 bankruptcy protection
in the U.S. Bankruptcy Court for the District of Colorado on
Nov. 14, 2008, Denver Business Journal reports.

Denver Business relates that PR Pharmaceuticals listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.  According to the report, PR Pharmaceuticals said
that it had between 200 and 999 creditors.

PR Pharmaceuticals sold on Nov. 4, 2008, an intellectual property
and collaborative drug delivery products to SurModics Inc. of Eden
Prairie for $3 million, Denver Business states.  SurModics
officials said that if certain goals are achieved, their company
might pay up to an additional $6 million, Denver Business relates.

Colorado-based PR Pharmaceuticals, Inc. --
http://www.prpharm.com/aboutUs.asp?id=43-- is a privately held
biopharmaceutical company focused on developing, bioactive
compounds in sustained-release formulations.  The company
specializes in injectable, biodegradable formulations and has a
significant Intellectual Property position in the encapsulation of
large molecules such as proteins and peptides as well as
encapsulation of classic small molecules into biodegradable
microparticles.  PRP is applying compelling and patented
technology to create a diverse range of candidate pharmaceutical
products to address unmet medical needs.


PYXIS ABS: S&P Withdraws Ratings on Classes S, A-1, A-2 & B Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class S, A-1, A-2, and B notes issued by Pyxis ABS CDO 2007-1
Ltd., following their complete paydown.  Pyxis ABS CDO 2007-1 Ltd.
is a hybrid mezzanine structured finance collateralized debt
obligation of asset-backed securities, backed in large part by
mezzanine tranches of residential mortgage-backed securities and
other SF securities.

The transaction is backed primarily by credit default swap
contracts that reference mezzanine tranches of subprime RMBS and
other types of RMBS transactions.  Lehman Bros. Special Financing
Inc., an affiliate of Lehman Bros. Holdings Inc., was the CDS
counterparty on the transaction's CDS contracts.

According to the CDS agreement, Lehman Bros. Holdings Inc.'s
filing for bankruptcy on Sept. 15, 2008, constitutes an event of
default because the entity guaranteed LBSF's obligations to the
CDO.  Following the bankruptcy filing, the CDO exercised its right
to terminate the CDS agreement, together with all existing CDSs.
Subsequently, the eligible investments were liquidated and the
proceeds along with other principal proceeds were used to pay down
the class S, A-2, and B notes and to unwind the class A-1 unfunded
notes in October.

* Ratings Withdrawn

  Pyxis ABS CDO 2007-1 Ltd.

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

* Other Outstanding Ratings

  Pyxis ABS CDO 2007-1 Ltd.

  Class    Rating
  -----    ------
  C          CC
  D-1        CC
  D-2        CC
  E          CC
  F          CC


QUIGLEY CO: Pfizer Asks Bankruptcy Court to Limit Discovery
-----------------------------------------------------------
Bankruptcy Law360 reports that Pfizer Inc. has sought a protective
order from the United States Bankruptcy Court for the Southern
District of New York to limit the scope of discovery by lawyers
for asbestos victims who are fighting subsidiary Quigley Co.'s
plan of reorganization.

The Troubled Company Reporter related on November 10, 2008, that
the Ad Hoc Committee of Tort Victims formed in Quigley Companies
Inc.'s cases asked the Hon. Stuart Bernstein to grant partial
summary judgment on its objection to the fourth amended and
restated Chapter 11 plan of reorganization filed by Quigley on
grounds that the plan fails to comply with Section 524(g)(4)(B)(i)
and Section 1129 of the United States Bankruptcy Code.  The
Committee also asked the Court to deny confirmation of the
Debtor's plan or dismiss its Chapter 11 case.

A hearing is set for Dec. 11, 2008, at 10:00 a.m., to consider the
Committee's motions.  Objections, if any, are due Nov. 24, 2008.
The Debtor has until Dec. 4, 2008, to respond to the motions.

The Committee argued that the plan fails to provide for the
appointment of separate and independent legal representative for
individuals who may assert claims against non-debtor Pfizer Inc.
in the future, which claim be channeled into an asbestos PI
trust.  The Committee said Pfizer embarked in late 2003 on an
improper and inequitable scheme designed to obtain expansive
protection from its own asbestos liability without having to file
for bankruptcy.  Pfizer set out to buy enough votes to ensure
passage of its plan, eventually entering into prepetition
settlement agreements in which it paid about $450 million to
172,095 plaintiffs to release all claims against Pfizer, the
Committee said.

The Committee said Pfizer was either (i) putting a rough price tag
on the extent of its derivative liability to a portion
of present claimants or (ii) engaging in unadulterated vote-
buying.

Pfizer spokesman Christopher Loder told Bloomberg News that the
Committee's plea is preposterous and not supported by law.  Pfizer
is planning to file a response to the Committee's motion.

On Oct. 24, the Troubled Company Reporter, citing a report by Bill
Rochelle of Bloomberg News, said the Court rejected a request by
the U.S. Trustee to appoint an examiner to investigate Pfizer's
relationship with Quigley.  According to Mr. Rochelle's report,
the Court said the U.S. Trustee has not yet shown the required $5
million in undisputed debt.  The Court invited the U.S. Trustee to
make another request.

Quigley had objected to the request, arguing that the U.S. Trustee
is trying to obstruct its reorganization.

The Committee, Mr. Rochelle said, reportedly indicated that the
Debtor may not have liquidated, non-insider unsecured debt of more
$5 million, as required for the appointment of an examiner.  The
$33.3 million of unsecured debt owed to Pfizer doesn't count,
because the drugmaker is an insider, and asbestos personal-injury
claims of about $4.43 billion are potential, unliquidated claims,
the committee said, according to the report.

                      About Quigley Company

Quigley Company, Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 on Sept. 3, 2004 (Bankr.
S.D.N.Y. Case No. 04-15739) in order to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Asbestos victims and Pfizer have been negotiating a settlement
deal which calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.


REVLON CONSUMER: MacAndrews Deal Won't Affect S&P's 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Revlon Consumer Products Inc. (B-/Stable/--) would not
be immediately affected following the company's recent
announcement.  Revlon stated that it has entered into an agreement
with MacAndrews & Forbes Holdings Inc. and affiliates to extend
the maturity of its $107 million subordinated term loan
(originally due Aug 2009) to the earlier of (1) the completion of
Revlon's previously announced equity rights offering or (2)
Aug. 1, 2010.

At the same time, the company reaffirmed its intention to launch a
$107 million rights offering and use proceeds to reduce this debt.
S&P's ratings upgrade of Oct. 14, 2008 incorporated S&P's
expectation that the company would be able to complete the equity
rights offering before the loan maturity, and reduce debt with the
proceeds.  If Revlon's operating performance falls below
expectations and/or the company's rights offering is not completed
as planned, and no refinancing plan is put in place, S&P could
revise the rating outlook to negative.


SECURITY BUILDERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Security Builders & Associates, Inc.
        P.O. Box 149
        Florence, SC 29503

Bankruptcy Case No.: 08-07236

Chapter 11 Petition Date: November 12, 2008

Court: District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: Michael J. Cox, Esq.
                  ecf@michaeljcoxlaw.
                  Michael J. Cox, Attorney at Law, LLC
                  6160 St. Andrews Road, Suite 1
                  Columbia, SC 29212
                  Tel: (803) 254-6041

Estimated Assets: $0 to $50,000

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/scdb08-07236.pdf

The Debtor's petition was signed by Michael J. Cox, Esq.


SEMGROUP LP: Presents White Cliffs Bidding Protocol
---------------------------------------------------
Semgroup, L.P., and its debtor affiliates presented to the
bankruptcy court uniform bidding procedures for the auction of
their equity interest in White Cliffs Pipeline, LLC, and assets of
SemCrude, LP, related to the White Cliffs Pipeline.

SemCrude owns a 99.17% interest in White Cliffs, a non-debtor.
Anadarko Wattenberg Company, LLC, and Samedan Pipe Line
Corporation each hold a 0.415% remaining interest in White
Cliffs.  At the time of the Petition Date, White Cliffs was
constructing a 12-inch crude oil pipeline, originating near
Plateville, Colorado, and terminating in SemCrude's terminal near
Cushing, Oklahoma, and SemCrude was constructing a trucking
unloading facility located near Platteville, Colorado adjacent to
the pipeline.

The Final DIP Order, as amended, provided that an auction of the
Member Interest and the Transferred Assets relating to White
Cliffs must be conducted no later than November 21, 2008.
Parties to the DIP Credit Facility also required the Debtors to
file a motion seeking to sell their White Cliffs Member Interest
and the Transferred Assets on or before October 30, 2008.

According to Katherine Good, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, the Debtors do not have a bid they
are willing to accept as stalking horse bidder.  In light of the
absence of a stalking horse bidder and the deadlines provided
under the Final DIP Order, the Debtors are filing the Bidding
Motion.

The Debtors propose that:

  (a) To be deemed a "Qualifying Bidder," each potential bidder
      must submit a Qualifying Bid on or before December 3,
      2008, in writing to:

         * Martin A. Sosland, Esq.
           Michael A. Saslaw, Esq.
           Weil, Gotshal & Manges LLP
           200 Crescent Court, Suite 300
           Dallas, Texas 75201

         * John H. Knight, Esq.
           Richards, Layton & Finger, P.A.
           One Rodney Square
           920 North King Street
           Wilmington, Delaware 19801

         * Steven Zelin
           Raffiq A. Nathoo
           Jonathan Lurvey
           The Blackstone Group
           345 Park Avenue
           New York, New York 10154

         * Susheel Kirpalani, Esq.
           Daniel S. Holzman, Esq.
           Joseph Minias, Esq.
           Quinn Emanuel Urquhart Oliver & Hedges
           51 Madison Avenue, 22nd Floor
           New York, New York 10010

         * Brad Geer
           Matthew Mazzuchi
           John Popehn
           Christopher Wang
           Houlihan Lokey
           225 South 6th Street, Suite 4950
           Minneapolis, Minnesota 55402

         * Margot B. Schonholtz, Esq.
           Marc Rosenberg, Esq.
           Kaye Scholer LLP
           425 Park Avenue
           New York, New York 10022

         * Ned Kleinschmidt
           Chris Kearns
           Capstone Advisory Group LLC
           1065 Avenue of the Americas, Suite 1801
           New York, New York 10018

  (b) To constitute a Qualifying Bid, a bid must, among other
      things, (i) be in writing; (ii) state that that bidder is
      prepared to enter into a legally binding purchase and sale
      agreement for the acquisition of the Member Interest and
      the Transferred Assets; (iii) not request or entitle the
      bidder to any transaction or break-up fee, expense
      reimbursement, or similar type of payment; and (iv)
      include a cash deposit equal to 10% of the amount offered
      for the Member Interest and the Transferred Assets.

  (c) In the event the Debtors timely receive one or more
      Qualifying Bids, the Debtors will conduct an auction with
      respect to the Member Interest and the Transferred Assets.
      The Auction will be conducted at the offices of Weil
      Gotshal at 767 Fifth Avenue, in New York, on December 15,
      2008, at 10:00 a.m.

  (d) Bidding will commence at the amount of the highest
      Qualifying Bid submitted by the Qualifying Bidders prior
      to the Auction.  Qualifying Bidders may then submit
      successive bids in increments of at least $5,000,000
      higher than the previous bid.

  (e) If an Auction is conducted, the Qualifying Bidder with the
      next highest or otherwise best Qualifying Bid will be
      required to serve as a back-up bidder and keep its bid
      open and irrevocable until 24 hours after any closing of
      the sale transaction with the Successful Bidder.

The Bidding Procedures, Ms. Good avers, allow the Debtors to
conduct a meaningful auction and afford them the ability to
accept a winning bid only if, in their reasonable business
judgment, that bid maximizes the value of the Member Interest and
the Transferred Assets and is in the best interests of the
Debtors' estates.

                        About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: Energy Unit Probed on Parent's Liquidity Issues
------------------------------------------------------------
The Securities and Exchange Commission issued a subpoena
requesting documents from SemGroup Energy Partners, L.P.,
relating to the liquidity issues of its now-bankrupt parent,
SemGroup, L.P.

In July 2008, the SEC began conducting an inquiry of the
Partnership relating primarily to its disclosures of its Parent's
liquidity issues.  According to Alex G. Stallings, the
Partnership's chief accounting officer, the Partnership has been
cooperating, and intends to continue cooperating, with the SEC in
its investigation.

Several shareholder lawsuits were filed against the Partnership,
its parent, and their officers and directors before the Parent
filed for bankruptcy on July 2008, alleging, among other things,
that:

  * the Partnership, its parent, and the D&O failed to disclose
    that between February 20 and May 8, 2008, the parent was
    engaged in high-risk crude oil hedging transactions that
    could affect its ability to continue as a going concern; or

  * the parent was suffering from liquidity problems.

The Partnership has also received Grand Jury subpoenas from the
U.S. Attorney's Office in Oklahoma City, Oklahoma, directing the
company to produce financial and other records.

SemGroup LP betted on hedging transactions of oil and lost
$2,400,000,000 in those transactions, which led the company to
Chapter 11, news reports said.  The WSJ said shareholders, in the
lawsuits, are looking for evidence that SemGroup LP was engaging
in trading that wasn't authorized or part of its normal hedging
activities.

The Partnership severed its ties with its parent before the
parent filed for bankruptcy.  The Partnership is now under the
control of two of its shareholders, Manchester Securities Corp.,
and Alerian Finance Partners, LP.

The Tulsa World reported that on November 14, 2008, price of the
Partnership's common stock traded closed at $1.92 per share after
falling as low as $1.81.

"A $2 stock price limits the flexibility of management to raise
capital and makes the outlook more challenging," Tulsa quoted
Keith Goddard, president of Capital Advisors Inc., as saying.
"The company is in a tight spot."

According to Tulsa World, the Partnership's market capitalization
is down to only $65,000,000, and its value is down to more than
90%, after reaching more than $700,000,000 in 2008.  The
Partnership has not released its quarterly earnings report in the
previous six months, and is unable to obtain more financing due
to a credit default, the report said.

                        About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: Court Extends Examiner Plan Deadline to Nov. 24
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the time for the Louis J. Freeh, the Chapter 11 Examiner, to
propose a work plan on his investigation in the prepetition
trading practices of SemGroup, L.P., and its debtor-affiliates,
until November 24, 2008.

The Examiner is required to submit a work plan and provide a copy
of his estimated costs for his investigation.  The Court stated
that the extension will allow the Examiner to meet with the
Debtors regarding the specifics of his investigation, to avoid
duplication of efforts and minimize costs to the estates.

Additionally, the extension will also afford the Examiner more
time to obtain access to relevant information and documents in
the possession of the Debtors and other parties-in-interest,
enabling him to present a streamlined workplan and cost estimate,
the Court said.

The Court had previously set November 6, 2008, as the deadline
for the Examiner to file his proposed work plan.

The Chapter 11 Examiner will also look into the role of
SemGroup's co-founder and former president and chief executive
officer, in the company's prepetition hedging transactions.  The
Examiner and the Official Committee of Unsecured Creditors are
seeking information regarding Mr. Kivisto's involvement in
outside investments like Lean Gourment, LLC, which offers
SemGroup employees free breakfasts and discounted, low-calorie
meal plans, the Tulsa World reported.  Mr. Kivisto also holds
stakes in art gallery Kivisto Niemira Gallery, LLC, and fitness
gym, SemFit.

                        About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SEMGROUP LP: Wants Former CEO, Execs to Appear for Examination
--------------------------------------------------------------
SemGroup, L.P., and its debtor subsidiaries, pursuant to Rule 2004
of the Federal Rules of Bankruptcy Procedure, ask the Bankruptcy
Court for the District of Delaware to require Brent C. Cooper,
their former treasurer, and Thomas L. Kivisto, their former
president and chief executive officer, to produce certain
documents and to appear for examination.

The Debtors seek documents relating to, among others:

  * the source or current location of any money, property, or
    assets belonging to the Debtors;

  * communications to or from the Management Committee of
    SemGroup G.P., L.L.P.;

  * any compensation or payments of any kind, the former
    officers received from the Debtors, including documents
    sufficient to show the date and amount of each item;

  * any compensation or loans provided by the Debtors to any of
    the former officer in which any of the former officer holds
    a financial and ownership interest; and

  * any transfer of cash, property, or assets from the Debtors
    to any of the former officers or to any accounts, companies,
    or entities that any of the former officer has or previously
    had a financial or ownership interest in.

Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that Messrs. Cooper and Kivisto
are former "insiders" and professionals of the Debtors, each of
whom held various director and officer positions in which they
would possess knowledge of the Debtors' prepetition activities.
Mr. Samis tells the Court that despite numerous requests, the ex-
officers have not voluntarily agreed to meet with the Debtors to
provide information about the estate.

                  Kivisto, Fortis & PwC Respond

Thomas Kivisto complains that certain requests in the Debtors'
Rule 2004 far exceed the scope of permissible discovery even
under the broad reaches of Rule 2004.  John J. Carwile, Esq., at
Atkinson, Haskins, Nellis, Brittingham, Gladd & Carwile, in
Tulsa, Oklahoma, points out that the Rule 2004 Motion
impermissibly seeks documents protected by the attorney-client
and attorney work product privileges.  He adds that the Rule 2004
Motion seeks documents in which Mr. Kivisto has legitimate
privacy or confidentiality interests and for which he is entitled
to confidentiality.

In so far as the Rule 2004 Motion seeks testimony, Mr. Carwile
asserts that it should be denied because the Debtors have failed
to coordinate, or attempt to coordinate, their requested
examination with the Official Committee of Unsecured Creditors or
the Chapter 11 Examiner.

Mr. Carwile says Mr. Kivisto also fully expects that the
Creditors' Committee and the Examiner will seek to examine him on
many of the very same topics for which the Debtors seek his
deposition.

In a separate filing, Fortis Bank, SA/NV and Fortis Capital
Corp., ask the Court that any relief it grants relating to the
Debtors' Rule 2004 Motion be expanded to include authorization
for Fortis to attend, but not participate in, the oral
examination of each of Messrs. Cooper and Kivisto, and receive
copies of any documents produced in connection with the Rule 2004
discovery.

PricewaterhouseCoopers LLP joins in Fortis' request.

                        About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SEMGROUP LP: Committee Wants Time to Investigate Claims
-------------------------------------------------------
Pursuant to Rules 3007 and 7001 of the Federal Rules of
Bankruptcy Procedure and Section 105(a) of the Bankruptcy Code,
the Official Committee of Unsecured Creditors formed in SemGroup,
L.P.'s Chapter 11 cases asks the Delaware Bankruptcy Court to
extend the time within which they may:

   (i) challenge the liens upon and security interests asserted
       by the Bank of America, N.A., as administrative agent
       for the Debtors' prepetition secured lenders; and

  (ii) assert claims and causes of action against the
       Prepetition Secured Parties.

The Creditors' Committee has until November 21, 2008, to assert
the challenges and claims.

The Committee seeks to extend the Lien Challenge Period to the
later of (i) 60 days after filing of the Court-appointed Chapter
11 Examiner's Final Report; and (ii) 60 days after final
resolution of the lien priority dispute between BofA and Debtors'
various producers and interest owners.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, tells Judge Shannon that the Committee is diligent in
its investigation.  Ms. Fatell relates that shortly after its
formation, the Committee has requested for all relevant loan
documentation from BofA.  The Bank provided the Committee
approximately 59,000 pages of documents relating to liens on the
Debtors' collateral.

Ms. Fatell maintains that the Committee is anxious to serve its
fiduciary duties, but stymied by circumstance.  She relates that
the documents received from BofA were less than current, and were
"provided in completely random fashion."  As a result, the
Committee relied minimally on the documents, and performed little
investigation in August 2008.

Additionally, the Committee has been delayed in obtaining
information regarding the perfection of security interests in and
liens upon the Canadian Entities' assets due to their
commencement of insolvency proceedings under the Canadian
Companies' Creditors Arrangement Act, Ms. Fatell relates.

The Committee also encountered some initial difficulties with the
Monitor in the CCAA proceedings regarding the documents, Ms.
Fatell further relates, subsequently delaying its analysis of
Canadian liens and security interests.  Thus, the Committee did
not have sufficient time to complete and finalize its review of
BofA's alleged liens upon and securities interests in the
Canadian Assets.

Ms. Fatell states that the Committee intends to litigate certain
issues with BofA.  However, in the interest of efficiency and
judicial economy, and to avoid piecemeal litigation between the
Committee and BofA, it first attempted to resolve certain issues
with BofA and extend the deadline for others.  Given BofA's
refusal, the Committee decided to the Court's authority to extend
the Lien Challenge Period.

                 Producers Support Extension

The Official Committee of Producers also asks the Court to extend
the Lien Challenge Period as it applies to them.

Representing the Producers' Committee, Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman, & Leonard, P.A., in Wilmington,
Delaware tells the Court that the Producers support the
Creditors' Committee's Extension Motion.  He relates that the
Producers' Committee has not had the opportunity to analyze the
Prepetition Secured Parties' claims and liens, and the potential
claims against them, since it has only been recently formed.

According to the Producers' Committee, there are defects in the
perfection of liens of the Prepetition Secured Parties, and an
Examiner has been appointed to investigate potential claims
against various parties.  The Producers' Committee asserts that
it should not be deprived of its rights to challenge the liens of
the Prepetition Secured Parties, or to assert claims against
them.

A few days after filing the support, the Producers' Committee
withdrew the request without prejudice without giving any
explanation for the withdrawal.

                        About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SPORT-TECH IMAGING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Sport-Tech Imaging, Inc .
        6502 Bradford Terrace
        Philadelphia, PA 19149

Bankruptcy Case No.: 08-17446

Related Information: The Debtor operates a single asset real
                     estate.

Chapter 11 Petition Date: November 12, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Andrew N. Schwartz
                  andrew.schwartz@psinet.com
                  Law Office of Andrew N. Schwartz
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: (215) 735-4100

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 largest unsecured creditors.

The Debtor's petition was signed by Wayne J. Rosen, President.


STAR GAS: S&P Maintains 'B-' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on heating oil distributor Star Gas
Partners L.P. and revised the outlook to positive from stable.
The rating action reflects the partnership's consistent financial
performance despite rising commodity prices and the challenges
inherent in the retail heating oil industry, and S&P's expectation
that Star Gas will maintain adequate liquidity and its current
financial metrics through December 2009.

As of June 30, 2008, Star Gas had total debt, adjusted for
capitalized operating leases and tax-effected pension and
postretirement obligations, of $213 million.

The partnership's vulnerable business risk profile reflects Star
Gas's persistent customer attrition, increasing customer
conservation, exposure to volatile commodity prices, intense
competition, and the financial risks of its master limited
partnership structure.  The partnership's focus on a higher-margin
customer base, adequate liquidity, and financial metrics that are
somewhat strong for the rating partially mitigate these concerns.

"We believe that customer attrition and increased conservation
will continue to be the greatest risks to Star Gas's volumes in
2009," said Standard & Poor's credit analyst Michael Grande.

The outlook on Star Gas is positive, reflecting the company's
consistent financial performance and its ability to manage the
challenges facing the retail heating oil business, including
declining volumes related to customer conservation and attrition,
commodity price volatility, and exposure to weather.  S&P could
raise the rating if the partnership completes the refinancing of
its bank facility in mid-2009, manages customer attrition and
conservation, and maintains financial metrics of FFO to debt in
the low 20% range and total debt to EBITDA between 3.5x and 4x.

S&P could revise the outlook to stable if cash flows deteriorate
due to increased customer attrition and conservation, resulting in
FFO to debt of about 15% and total debt to EBITDA above 4x when
the partnership is not in its peak borrowing season.  The rating
could also be at risk if the liquidity position deteriorates
significantly due to out-of-the-money hedge positions, or
acquisitions materially increase the partnership's business or
financial risk profiles.


THELEN LLP: Rival Firms Snap Up Laid Off Professionals
------------------------------------------------------
Bankruptcy Law360 reports that various law firms continued to snag
pieces of Thelen Brown Raysman & Steiner LLP's practice groups and
professionals:

   -- Morgan Lewis & Bockius and Reed Smith took Thelen's high-
      profile energy teams;
   -- Howrey LLP nabbed Thelen's construction group; and
   -- Robinson & Cole LLP got 20 attorneys.

Nixon Peabody, Baker Hostetler and Pillsbury Winthrop Shaw Pittman
LLP also got Thelen professionals.

San Francisco Business Times says Nixon Peabody took in between 60
and 90 lawyers from Thelen early in November. The group will
expand Nixon Peabody's practices in business, intellectual
property, litigation and real estate, the report says.

In July 2008, Thelen was reportedly seeking another merger partner
to boost its headcount and stem the tide of partner defections.
After merger discussions with Nixon Peabody failed, the firm began
looking to shed practice groups and offices as the threat of
dissolution loomed.

On Oct. 28, 2008, Thelen's partnership council recommended that
the firm be dissolved. Thelen's line of credit was cut off due to
many partners departing the firm.  The firm hopes to shut down by
Dec. 1, 2008.

In a separate report, Bankruptcy Law360 relates that an attorney
for Thelen said Thursday that Skadden Arps Slate Meagher & Flom
LLP may drop a suit it is bringing against Thelen Reid over
indemnification payments -- and pursue its claim within the
underlying case, which involves the allegedly botched delivery of
certain securities to shareholders of a bankrupt funeral operator.
The indemnification suit was filed Oct. 29, 2008, before the
Supreme Court of the State of New York in Manhattan, Bankruptcy
Law360 says.

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.


TURNKEY E&P: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Turnkey E&P Corporation
        450 Gears Rd., Suite 100
        Houston, TX 77067

Bankruptcy Case No.: 08-37358

Type of Business: The Debtor engage in gas and oil exploration.
                  http://www.turnkeyep.com/

Chapter 11 Petition Date: November 17, 2008

Court: Southern District of Texas (Houston)

Debtor's Counsel: Micheal W. Bishop, Esq.
                  mbishop@lrmlaw.com
                  Mugdha S Kelkar, Esq.
                  mkelkar@lrmlaw.com
                  Looper Reed, et al.
                  1601 Elm St., Ste. 4100
                  Dallas, TX 75201
                  Tel: (214) 237-6350

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
MI Swaco LLC                                     $504,854
PO Box 200132
Dallas, TX 75320-0132

Schlumberger Technology Corp.                    $441,812
PO Box 201556
Houston, TX 77216-1556

Halliburton Energy Services Inc.                 $348,474
PO Box 203143
Houston, TX 77216-3143

Magic Industries Inc.                            $309,217

BJ Services Company USA                          $286,909

Cajun Well Service                               $254,240

Pyramid Tubular Products LP                      $248,225

Thomas Petroleum Ltd.                            $179,279

Tesco Services Inc.                              $177,125

Perf-Drill Inc.                                  $135,000

Scientific Drilling Int'l Inc.                   $134,343

Baker Hughes Incorporated                        $117,031

United Fuels & Lubricants LLC                    $93,941

Integrated Production Service                    $93,682

Garrison Park Industries Ltd.                    $90,609

Scomi Oiltools Inc.                              $87,592

Weatherford                                      $83,510

Davies Construction Inc.                         $82,888

Production Control Services Inc.                 $89,278

Maverick Directional Srvs. Ltd.                  $71,377

The petition was signed by the company's president and chief
executive officer Robert M. Tessari.


VERASUN ENERGY: U.S. Trustee Appoints Unsec. Creditors Committee
----------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Roberta A.
DeAngelis, acting United States Trustee for Region 3, appointed
five members of the Official Committee of Unsecured Creditors in
VeraSun Energy Corporation and its debtor affiliates' Chapter 11
cases.

The Committee members are:

  (1) HSBC Bank USA, N.A.
      Attn:  Robert A. Conrad
      Corporate Trust & Loan Agency
      452 Fifth Avenue
      New York, NY 10018
      Tel No.: 212-525-1314
      Fax No.: 212-525-1366

  (2) CIT Group/Equipment Financing, Inc.
      Attn:  Caroline Ann Stead
      30 South Wacker Drive, 29th Floor
      Chicago, IL 60606
      Tel No.:  312-906-5865
      Fax No.:  312-906-5833

  (3) Trotter, Inc.
      Attn:  James A. Trotter
      P.O. Box 158
      Arcadia, NE 68815
      Tel No.:  308-789-6200
      Fax No.:  308-789-6202

  (4) Haas TCM Processing LLC
      Attn:  James E. Gutknecht
      1646 West Chester Pike, Suite 30-30
      West Chester, PA 19382
      Tel No.:  484-564-4528
      Fax No.:  484-564-4528

  (5) Crown Iron Works
      Attn:  Douglas Ostrich
      2500 W. County Road C
      Roseville, MN 55113
      Tel No.:  319-464-8230
      Fax No.:  319-232-2773

The Debtors, in their Petition, listed CIT Group/Capita, Haas
TCM, and Crown Iron Works as three of their largest unsecured
creditors with these debts:

      CIT Group/Capital            $2,186,102
      Haas TCM Processing LLC       5,440,599
      Crown Iron Works Company      2,760,900

                About VeraSun Energy Corporation

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -
- http://www.verasun.comor http://www.VE85.com/-- is a producer
and marketer of ethanol and distillers grains. Founded in 2001,
the company has a fleet of 16 production facilities in eight
states, with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No.: 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

Verasun Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Seeks to Hire McGladrey As Auditor
--------------------------------------------------
VeraSun Energy Corp. and its debtor-affiliates seek the Delaware
Bankruptcy Court's authority to employ McGladrey & Pullen, LLP, as
their auditor of record, nunc pro tunc to October 31, 2008.

McGladrey Pullen is a national CPA firm focused on meeting the
audit and accounting needs of midsized companies.  The firm
serves clients from approximately 100 offices across the United
States.  The firm is a member of the Center for Audit Quality and
the Private Company Practice Section of the American Institute of
Certified Public Accountants and is registered with the Public
Company Accounting Oversight Board.

McGladrey is the Debtors' auditor of record with the Securities
and Exchange Commission and commenced its engagement with the
Debtors to provide audit and accounting services on October 31.

The Debtors' proposed counsel, Mark S. Chehi, Esq., at Skadden
Arps Slate Meagher & Flom LLP, in Wilmington, Delaware, relates,
that McGladrey performed the first two Form 10-Q quarterly
reviews of the Debtors' consolidated financial statements and is
in the process of performing the third quarter Form 10-Q
quarterly review.  Mr. Chehi adds that McGladrey has also
performed certain interim audit procedures related to the audit
of the Debtors' consolidated financial statements for the year
ending December 31, 2008, and has also performed certain interim
procedures related to the audit of the Debtors' internal controls
over financial reporting as of December 31, 2008.

The Debtors contend that an experienced auditor like McGladrey
fulfills a critical need that compliments the services offered by
the Debtors' other restructuring professionals.  The Debtors add
that they believe they require the services of a capable and
experienced auditor because McGladrey's capabilities are crucial
to the Debtors' success in their Chapter 11 cases.

The Debtors submits that they intend for McGladrey's services to
compliment, and not duplicate, the services to be rendered by any
other professional retained in their Chapter 11 cases.

As the Debtors' auditor, McGladrey will:

  (a) audit of the Debtors' consolidated financial statements as
      of and for the year ending December 31, 2008, which will
      be prepared in accordance with U.S. generally accepted
      accounting principles;

  (b) audit of the Debtors' internal control over financial
      reporting as of December 31, 2008;

  (c) review the interim consolidated financial information of
      the Debtors to be included in Forms 10-Q filed with the
      SEC for the year ending December 31, 2008;

  (d) audit of the consolidated financial statements of
      VeraSun's 401(k) plan as of and for the year ended
      December 31, 2008;

  (e) audit of the financial statements of US BioEnergy
      Corporation's 401(k) plan as of and for the year ended
      December 31, 2008;

  (f) provide services associated with periodic reports and
      other documents filed with the SEC, including
      consultations on related accounting and disclosure
      matters; and

  (g) provide consultations with management as to the accounting
      or disclosure treatment of transactions or events and the
      actual or potential impact of final or proposed rules,
      standards or interpretations by the SEC, FASB, or other
      regulatory or standard-setting bodies.

The Debtors will pay McGladrey according to the firm's hourly
rates:

  Professional                                Hourly Rate
  ------------                                -----------
  National Audit & Accounting professionals      $1,031
  Partner                                     $530 - $663
  Managing Director                           $530 - $663
  Director                                    $444 - $619
  Manager                                     $250 - $388
  Supervisor                                  $213 - $225
  Senior Associate                            $194 - $250
  Associate                                   $135 - $169

In addition, the Debtors will reimburse McGladrey for necessary
expenses incurred, including travel, photocopying, delivery
service, postage, vendor charges and other out-of-pocket expenses
incurred in providing professional services.

McGladrey has received no compensation from the Debtors pursuant
to its engagement.  As of the Petition Date, McGladrey held a
prepetition claim of $116,436 against the Debtors for prepetition
services, however, McGladrey has agreed not to enforce and seek
allowance of its claim.

Jon Schulte, a partner of McGladrey, assures the Court that his
firm is a "disinterested person" under Section 101(14) of the
Bankruptcy Code, as required by Section 327(a).  He adds that
McGladrey neither holds nor represents any interest adverse to
the Debtors or their estates.

                About VeraSun Energy Corporation

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -
- http://www.verasun.comor http://www.VE85.com/-- is a producer
and marketer of ethanol and distillers grains. Founded in 2001,
the company has a fleet of 16 production facilities in eight
states, with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No.: 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

Verasun Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Terminates Danny Herron as President & CFO
----------------------------------------------------------
VeraSun Energy Corporation terminated Danny C. Herron as the
company's president and chief financial officer, the company
disclosed with the Securities and Exchange Commission on
November 14, 2008.

Bryan D. Meier, VeraSun's vice president, finance and chief
accounting officer and principal accounting officer, will be
assuming Mr. Herron's responsibilities, effective November 11,
2008.

Mr. Meier joined VeraSun in the summer of 2007 as vice president
and controller with more than 20 years of financial executive
experience with publicly-traded companies.  He assumed the role
of chief accounting officer in March 2008.

Before his employment with VeraSun, Mr. Meier spent six years as
the vice president and corporate controller with Viasystems
Group, Inc., a global manufacturer of printed circuit boards and
electro mechanical service provider.  He was a member of the
senior management team and responsible for global finance and all
aspects of that company's finance and accounting procedures.


                About VeraSun Energy Corporation

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -
- http://www.verasun.comor http://www.VE85.com/-- is a producer
and marketer of ethanol and distillers grains. Founded in 2001,
the company has a fleet of 16 production facilities in eight
states, with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No.: 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

Verasun Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: 5,000 Iowa Farmers Facing Losses
------------------------------------------------
The Charles City Press, on November 17, 2008, said nearly 5,000
farmers across the state of Iowa could face "major monetary
losses" as a result of the bankruptcy filing of VeraSun Energy
Corporation and its debtor affiliates.  According to the report,
on November 11, VeraSun's facility in Charles City told drivers
delivering corn that contracts made for more than $4.00 a bushel
would not be honored.

"This could be devastating for the countryside," Bob Engels of
the Farmers Cooperative in Marble Rock, Iowa, told the Charles
City Press.

"There's no assurance [the farmers] will receive any amount of
assets recovered in Chapter 11 bankruptcy," the Charles City
Press quoted Iowa Representative Mark Kuhn (D-Charles City) as
saying.  However, the news agency said a legislative safeguard is
in place that could protect farmers from massive losses if they
choose to continue to deliver grain to the VeraSun facilities.

The news agency related that the Grain Warehouse Bureau, a
division of the Iowa Department of Agriculture and Land
Stewardship, has implemented and managed a "grain indemnity
fund," to protect the farmers.  The fund will pay 90% of the
difference between the market price and $6.00.

However, the report said that for farmers to be eligible to
receive payment from the grain indemnity fund, they must deliver
corn as outlined in their contract agreement with VeraSun.

                About VeraSun Energy Corporation

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -
- http://www.verasun.comor http://www.VE85.com/-- is a producer
and marketer of ethanol and distillers grains. Founded in 2001,
the company has a fleet of 16 production facilities in eight
states, with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No.: 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

Verasun Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


WACHOVIA AUTO: Fitch Affirms Low-B Ratings on Two Classes
---------------------------------------------------------
Fitch Ratings takes these rating actions on the classes of asset-
backed notes issued by two Wachovia Auto Loan Owner Trusts as
listed:

Wachovia Auto Loan Owner Trust, Series 2006-2 (2006-2):

  -- Class A-3 affirmed at 'AAA';
  -- Class A-4 affirmed at 'AAA';
  -- Class B affirmed at 'AA';
  -- Class C affirmed at 'A';
  -- Class D affirmed at 'BBB+'
  -- Class E affirmed at 'BB'.

Wachovia Auto Loan Owner Trust, Series 2007-1 (2007-1):

  -- Class A-2 affirmed at 'AAA';

  -- Class A-3 affirmed at 'AAA';

  -- Class B affirmed at 'AA';

  -- Class C affirmed at 'A';

  -- Class D affirmed at 'BBB', removed from Rating Watch
     Negative;

  -- Class E affirmed at 'BB', removed from Rating Watch Negative.

The class A-1 notes have been paid in full in both 2006-2 and
2007-1.  The rating actions reflect the current performance of
each transaction in comparison to Fitch's original base case
expectations for both delinquencies and cumulative net losses.
Both 2006-2 and 2007-1 transactions were placed 'Under Analysis'
by Fitch in mid-October when they breached one of Fitch's
surveillance-screener logic metrics.  The class D and E notes of
the 2007-A transaction were initially placed 'Under Analysis' in
May earlier this year, and subsequently placed on Rating Watch
Negative on June 11, 2008.

Current loss performance for both transactions is worse than
originally expected and Fitch revised its future, projected
performance for the transactions accordingly.  Through month 23
(the October collection period for both transactions), 2006-2 had
total delinquencies of 5.20% and CNL were at 3.51%.  2007-1 had
total delinquencies of 4.85% and CNL were at 3.29% through 16
months.  Fitch has noted that the delinquency and CNL performance
of both transactions have continued to exhibit weaker trends in
the recent months.

Despite higher than expected CNL and delinquencies, the cash flows
available to service the outstanding debt in the transactions
currently continues to allow credit enhancement to build on a
nominal basis for both transactions.  Fitch analyzed the
transactions incorporating stresses of the revised base case CNL
assumptions, the timing of the remaining losses, and various
prepayment assumptions.  Based on the analysis, Fitch concluded
that CE is currently adequate to support the existing ratings
under Fitch's revised assumptions, and therefore affirms all
classes of outstanding notes for both transactions removing the
class D and E notes in 2007-1 from Rating Watch Negative.


WADLEIGH ENERGY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Wadleigh Energy Group, Inc.
        206 Cummings Road
        Broussard, LA 70518

Bankruptcy Case No.: 08-12751

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
Wadleigh and Associates, Inc.                  08-12753

Mega International, Inc.                       08-12752

Harley Crane Services, Inc.                    08-12754

Chapter 11 Petition Date: November 12, 2008

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Douglas S. Draper, Esq.
                  dsd@hellerdraper.com
                  Heller Draper Hayden Patrick & Horn, LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399

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/laeb08-12751.pdf

The Debtor's petition was signed by Ralph Wadleigh.


WATERMARK MARINA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Watermark Marina of Wilmington, LLC
        2033 N. Main Street, Suite 310
        Walnut Creek, CA 94596

Bankruptcy Case No.: 08-08103

Chapter 11 Petition Date: November 14, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  efile@stubbsperdue.com
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

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.


WELLMAN INC: Court to Holding Plan Confirmation Hearing Dec. 12
---------------------------------------------------------------
Wellman Inc. and its affiliates delivered to the Court a Third
Joint Plan of Reorganization and Disclosure Statement dated
November 10, 2008.

Subsequently, Judge Bernstein approved the Amended Disclosure
Statement on November 12, 2008, and authorized Wellman to begin
soliciting votes on its plan of reorganization.

In accordance with the Disclosure Statement Order, Judge
Bernstein authorizes the Debtors to begin distributing copies of
the 3rd Amended Plan of Reorganization and soliciting votes for
the Plan.  To be counted as valid votes to accept or reject the
Plan, all Ballots and Master Ballots must be received by Kurtzman
Carson Consultants LLC, the Debtors' claims agent, no later than
December 12, 2008.

The Court is set to convene a hearing on December 16, 2008, to
consider confirmation of the Plan.  Objections to the Plan, if
any, must be in writing and received by the Court no later than
December 12, 2008.  Any objection must also state the name and
address of the objecting party; the amount and nature of the claim
or interest of that party; and the basis and nature of any
objection to the confirmation of the
Plan.

Judge Bernstein held that the Amended Disclosure Statement
contains adequate information within the meaning of Section 1125
of the Bankruptcy Code.

The Plan contemplates:

   * The debt of the first and second lien holders will be
     converted into equity of the reorganized company,
     "Reorganized Wellman."  The first lien holders will receive
     70%, and the second lien holders will receive 30% of the
     common stock of Reorganized Wellman on the Plan's effective
     date, subject to dilution by the conversion of the newly
     issued convertible notes.

   * Wellman will receive $90 million in cash in exchange
     for $120 million of convertible notes issued through a
     rights offering, which will be offered to the first and
     second lien holders.  These notes can be converted into 60%
     of the common stock of Reorganized Wellman.  The $90
     million will be used to repay amounts borrowed under its
     Debtor in Possession Credit Agreement and pay certain
     deferred financing fees, administrative expenses, priority
     claims, cure payments and professional fees.

   * The first lien holders will receive the proceeds from the
     sale of the property, plant, and equipment associated with
     the Company's Palmetto facility.

   * The second lien holders will receive approximately 80% of
     the proceeds, if any, of a litigation trust and the general
     unsecured creditors will receive the remainder.

The Plan provides that Wellman will emerge from bankruptcy
provided these three events occur:

  (1) The Company receives $90 million in cash proceeds from the
      rights offering;

  (2) The first and second lien holder classes both vote to
      accept the plan of reorganization; and

  (3) Payments required for certain administrative expenses,
      priority claims and cure claims do not exceed $28 million.

If any of these three events does not occur, Wellman will
immediately begin the process of liquidating its remaining assets
in cooperation with its DIP Lenders.  It is likely that the
operations of the Company's Pearl River facility located in
Hancock County, Michigan, would be shut down as part of that
process.

Wellman has obtained an amendment of its DIP Facility, which
provides that the Company must achieve these milestones in order
to remain in compliance with the DIP Facility:

  (1) Receive an acceptable backstop commitment for the rights
      offering on or before November 25, 2008;

  (2) Obtain an order confirming the Plan by December 16, 2008;
      and

  (3) Emerge from bankruptcy prior to December 31, 2008.

Wellman Chief Executive Officer Mark Ruday stated in a public
statement, "We have worked very hard in extremely difficult
economic times to preserve value for all of our stakeholders.
Based on our current situation, we believe the Plan provides the
best opportunity for our creditors to maximize their recoveries
in these Chapter 11 cases.  We look forward to working with our
customers, vendors, employees and other stakeholders to emerge
from bankruptcy as a stronger, more profitable and highly
competitive company."

A full-text copy of Wellman's 3rd Amended Chapter 11 Plan is
available for free at:

      http://bankrupt.com/misc/Wellman3rdAmendPlan.pdf

A full-text copy of Wellman's 3rd Amended Disclosure Statement is
available for free at:

      http://bankrupt.com/misc/Wellman3rdAmendDS.pdf

A full-text copy of the Disclosure Statement Order is available
for free at http://ResearchArchives.com/t/s?34f1


                       About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.  Lazard Freres & Co., LLC, acts as
the Debtors' financial advisors and investment bankers.  Conway,
Del Genio, Gries & Co., LLC, was also retained as the Debtors'
chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets of
$124,277,177 and total liabilities of $600,084,885, as of Dec. 31,
2007, on a stand-alone basis.  Debtor-affiliate ALG, Inc., listed
assets between $500 million and $1 billion on a stand-alone basis
at the time of the bankruptcy filing.  Debtor-affiliates Fiber
Industries Inc., Prince Inc., and Wellman of Mississippi Inc.,
listed assets between $100 million and $500 million at the time of
their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WELLMAN INC: Warburg, 50% Shareholder, Declares Stock as Worthless
------------------------------------------------------------------
Warburg Pincus Private Equity VIII L.P. is a 50% shareholder of
Wellman, Inc.

Warburg discloses that as of November 14, 2008, it has beneficial
ownership of:

  -- warrants to purchase 2,500,000 shares of Wellman common
     stock;

  -- 6,700,000 shares of Wellman Series B Convertible Preferred
     Stock; and

  -- 4,502,143 shares of Wellman Series A Convertible Preferred
     Stock.

Warburg proposes to declare for federal tax purposes that the
Wellman's common stock and preferred stock has became worthless
during the tax year ending December 31, 2008.

Wellman has until December 14, 2008, to object to Warburg's
"Proposed Worthlessness Claim."

                       About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.  Lazard Freres & Co., LLC, acts as
the Debtors' financial advisors and investment bankers.  Conway,
Del Genio, Gries & Co., LLC, was also retained as the Debtors'
chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets of
$124,277,177 and total liabilities of $600,084,885, as of Dec. 31,
2007, on a stand-alone basis.  Debtor-affiliate ALG, Inc., listed
assets between $500 million and $1 billion on a stand-alone basis
at the time of the bankruptcy filing.  Debtor-affiliates Fiber
Industries Inc., Prince Inc., and Wellman of Mississippi Inc.,
listed assets between $100 million and $500 million at the time of
their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WESTMINSTER CERAMICS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Westminster Ceramics, LLC
        aka BananAppeal
        aka Innercore
        1445 Rock Mountain Boulevard
        Stone Mountain, GA 30083

Bankruptcy Case No.: 08-83408

Type of Business: The Debtor makes ceramic bathroom and kitchen
                  tile.

                  See: http://www.westminsterceramics.com/

Chapter 11 Petition Date: November 14, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Vivieon E. Kelley, Esq.
                  vivieon.kelley@troutmansanders.com
                  Troutman Sanders LLP
                  600 Peachtree Street, NE
                  Atlanta, GA 30308
                  Tel: (404) 885-3838
                  Fax: (404) 962-6792

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

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

The petition was signed by the company's chief executive officer
Thomas C. McDonald.


X-TRASOLUTIONS 1: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: X-TRASolutions 1, L.L.C
        1008 Greymoor Road
        Shoal Creek, AL 35242

Bankruptcy Case No.: 08-05708

Chapter 11 Petition Date: November 12, 2008

Court: Northern District of Alabama (Birmingham)

Judge: Benjamin G. Cohen

Debtor's Counsel: C. Taylor Crockett, Esq.
                  taylor@taylorcrockett.com
                  P.O. Box 10526
                  Birmingham, AL 35202
                  Tel (205) 254-3500

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

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

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

The Debtor's petition was signed by Steven Trevin Drakeford.


* Fitch Reports EEI 2008 Wrap-Up; Cost of Capital Rising
--------------------------------------------------------
Fitch Ratings issued a special report summarizing themes that
emerged from the assembly of investor-owned electric utilities,
power generators, and investors in the global power sector at the
43rd Edison Electric Institute Financial Conference, which
convened Nov. 9-12, 2008.  According to the report, although the
electric utility group is less sensitive to recessionary factors
than many other parts of the U.S. economy, nonetheless, companies
are still subject to funding pressures relating to the ongoing
credit and equity market dislocations.

Aside from uncertainties about the availability of funding to
support the industry's large capital expenditure budgets,
conference participants also speculated about the potential policy
directions of a new Obama administration and Democratic majority
in the U.S. Congress in such areas as taxes and dividends, energy
conservation and renewables, coal and nuclear power.

"Utilities too, feel the burden of the credit crisis, but Fitch
believes the power and gas sector, having prudently managed its
finances, is well positioned to face a challenging future;
consequently, Fitch do not currently envision wholesale changes in
ratings," said Glen Grabelsky, Managing Director at Fitch Ratings.

He added, "If funding conditions remain very constrained
throughout 2009, then there could be more adverse credit
implications for companies in the sector with major debt
maturities or large non-discretionary capital expenditure
commitments."

The report highlights five key themes that appeared repeatedly in
management presentations at this conference:

  -- Weakening trends in unit sales of electricity;

  -- Increased focus on companies' liquidity and capital market
     access;

  -- Higher cost of capital;

  -- Regulatory lag affecting the ability to recover higher cost
     of capital;

  -- Initiatives to reduce discretionary capital spending and
     external financing needs.

Fitch's Utilities, Power and Gas team hosted its 20th annual
Global Power Breakfast at the EEI Financial Conference on Nov. 14,
2008.  Slides from the presentation including a transcript of the
speeches given have been posted to Fitch's website.


* Penn Butler Joins Wendel Rosen From Squire Sanders
----------------------------------------------------
Penn Ayers Butler, a distinguished bankruptcy attorney with more
than 30 years of corporate reorganization and restructuring
experience, joins Wendel, Rosen, Black & Dean LLP as Partner.  Mr.
Butler previously practiced at Squire, Sanders & Demsey in Palo
Alto, Calif.

"Penn has an outstanding track record in bankruptcy courts in
Northern California and across America and a deep understanding of
the issues and complexities involved in this dynamic area of law.
We're thrilled to be able add such a strong player to our team
during these volatile economic times," said Daniel Rapaport,
managing partner for Wendel Rosen.  "Penn's senior-level
restructuring expertise and hands-on experience advising clients
through decades of  regional `booms and busts' make him invaluable
to companies facing major financial challenges."

"Wendel Rosen is a wonderful platform for me to provide service to
my clients.  The firm has strong practice groups in the real
estate, corporate, finance, tax, transactional, and environmental
specialties that are necessary components in providing assistance
to clients experiencing financial and operational challenges.  I
have known Wendel Rosen and several of its attorneys for many
years, mostly representing clients adverse to Wendel Rosen
clients, and have been consistently impressed by the quality of
their lawyers and their advocacy for clients.  In addition, the
firm's connections to the Northern California business community
make this a great opportunity, and I look forward to working with
current and future clients in these times of financial
uncertainty, adjustment, and distress," said Mr. Butler.

Mr. Butler advises and represents business debtors, creditors,
government agencies, acquirers and other entities affected by
insolvent or impaired businesses, specifically in bankruptcy,
corporate restructuring and Chapter 11 reorganizations.  His
representations have extended across many industries, including
airlines, real estate enterprises, technology based industries,
wineries, and professional services.  In addition to co-founding
Murphy, Weir & Butler in San Francisco, where he was a senior
partner for more than two decades, Mr. Butler has had a number of
appointments to high-level judicial and public service committees
and advisory positions.  He has also served as a resolution
advocate for the Northern District of California Bankruptcy
Dispute Resolution Program and arbitrator and special master for
the Superior Court of California, San Francisco.  Mr. Butler is a
past lawyer representative for the Northern District of California
Judicial Conference and a former member of the Congressman Don
Edwards Inn of Court.

A writer and lecturer on the corporate restructuring and
reorganization aspects of bankruptcy law, Mr. Butler has presented
at Stanford University, University of California Hastings College
of the Law and University of San Francisco Law School, as well as
before numerous professional organizations, including the American
Bar Association, State Bar of California, United States Law
Conference, California Continuing Education for the Bar,
Bankruptcy Forum, Central California Bankruptcy Institute, Bar
Association of San Francisco, Practising Law Institute and Banking
Law Institute.  He has served as chairman of the American Bar
Association Chapter 11 Task Force, Committee of Lawyer
Representatives for the U.S. Bankruptcy Court for the Northern
District of California and the Resolution Program for the Northern
District of California Bench-Bar Drafting Committee on Bankruptcy
Dispute.  He was also a member of the Northern District of
California Select Bankruptcy Committee on Administration of
Justice.  Mr. Butler edited the United States Bankruptcy Court
Northern District of California Judicial Interviews: Practices and
Procedures and has contributed to several commercial finance and
advanced Chapter 11 bankruptcy practice guides.  Mr. Butler earned
his J.D. from University of California, Hastings College of the
Law (1973) and his B.A. from University of California, Santa
Barbara (1970).

Clients come to Wendel, Rosen, Black & Dean LLP --
http://www.wendel.com/-- from a broad spectrum of industries,
including small startups, major corporations, and public entities.
Founded in 1909, the firm is one of the oldest and largest law
firms east of the San Francisco Bay.


* S&P Downgrades Ratings on 32 Classes From 23 RMBS Deals to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 51
classes of pass-through certificates from 23 U.S. subprime
residential mortgage-backed securities transactions from various
issuers.  At the same time, S&P removed one of the lowered ratings
from CreditWatch with negative implications.  Additionally, S&P
affirmed S&P's ratings on six other classes of certificates from
the same transactions.

The lowered ratings reflect the deterioration of available credit
support for the affected transactions, as well as S&P's loss
expectations based on the dollar amount of loans currently in the
transactions' delinquency pipelines.  Over the past several
months, overcollateralization has been completely depleted for
these deals due to losses.  This O/C deficiency caused a principal
write-down on 32 classes, which prompted S&P to downgrade them to
'D'.

          Rating Transitions of Classes Downgraded to 'D'

              Rating prior to 'D'     No. of classes
              -------------------     --------------
                  CC                      27
                  CCC                     5

As of the Oct. 25, 2008, distribution date, cumulative losses for
the downgraded transactions ranged from 1.61% to 13.86% of each
transaction's original pool balance.  Total delinquencies ranged
from 24.65% to 64.36% of the current pool balances, while severe
delinquencies (90-plus days, foreclosures, and REOs) ranged from
15.40% to 56.09% of the current pool balances.

The affirmations reflect current and projected credit support
percentages, which are sufficient to maintain the ratings at their
current levels.  As of the October 2008 remittance report, credit
support for these classes ranged from 9.07% to 50.89% of the
current pool balances.  In comparison, the ratio of current credit
enhancement to original enhancement ranged from 0.91x to 2.51x.

A combination of subordination, excess interest, and O/C (prior to
being completely depleted) provide credit enhancement for these
transactions.  The collateral supporting these series originally
consisted of pools of U.S. subprime fixed- and adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties.

                          Rating Actions

                      Argent Securities Inc.
                       Series    2004-PW1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-4        040104KN0     BB             A+
            M-5        040104KP5     BB-            A
            M-6        040104KQ3     B-             A-
            M-7        040104KR1     CCC            BBB
            M-8        040104KS9     CC             BB
            M-9        040104KT7     CC             BB-
            M-10       040104KV2     D              CCC

              Citigroup Mortgage Loan Trust 2006-HE1
                       Series    2006-HE1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-8        17307G5D6     CC             CCC
            M-9        17307G5E4     CC             CCC
            M-10       17307G5F1     D              CC
            M-11       17307G5G9     D              CC

             Citigroup Mortgage Loan Trust 2006-WMC1
                     Series    2006 WMC1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-7        17307G2C1     D              CC
            M-8        17307G2F4     D              CC

  Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2002-B
                      Series    SPMD2002-B

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-1        456606DK5     A              AA
            B-1        456606DM1     CC             CCC
            B-2        456606DN9     D              CCC

        Merrill Lynch Mortgage Investors Trust 2005-FM1
                       Series    2005-FM1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B-2        59020UC94     D              CC

     Merrill Lynch Mortgage Investors Trust Series 2005-HE1
                      Series    2005-HE1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B-4        59020UVC6     CC             CCC
            B-5        59020UVD4     D              CC


     Merrill Lynch Mortgage Investors Trust Series 2006-WMC2
                     Series    2006-WMC2

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-6        59020U6T7     D              CC

     Merrill Lynch Mortgage Investors Trust, Series 2005-WMC2
                     Series    2005-WMC2

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B-3        59020UWR2     CC             CCC
            B-4        59020UWS0     D              CC

     Merrill Lynch Mortgage Investors Trust, Series 2006-HE3
                     Series    2006-HE3

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B-1        590212AL0     D              CC

    Merrill Lynch Mortgage Investors Trust, Series 2006-HE6
                     Series    2006-HE6

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B-3        59023XAN6     D              CC

    Merrill Lynch Mortgage Investors Trust, Series 2006-MLN1
                     Series    2006-MLN1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B-3        59023AAP1     D              CC

    Merrill Lynch Mortgage Investors Trust, Series 2006-OPT1
                     Series    2006-OPT1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B-3        59022VAP6     D              CC

    Merrill Lynch Mortgage Investors Trust, Series 2006-RM1
                     Series    2006-RM1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-5        59020U5L5     D              CC
            M-6        59020U5M3     D              CC

    Merrill Lynch Mortgage Investors Trust, Series 2006-RM3
                     Series    2006-RM3

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B-1        590217AN5     D              CC
            B-2        590217AP0     D              CC
            B-3        590217AQ8     D              CC


    Merrill Lynch Mortgage Investors Trust, Series 2007-HE1
                     Series    2007-HE1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B-2        59024EAN7     D              CC
            B-3        59024EAP2     D              CC

    Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
                         2006-FM1
                     Series    2006-FM1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B-1        65536HCH9     D              CC
            B-2        65536HCJ5     D              CC

    Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
                         2006-HE1
                     Series    2006-HE1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-7        65536HCY2     CC             CCC
            M-8        65536HCZ9     CC             CCC
            M-9        65536HDA3     D              CC
            B-1        65536HDB1     D              CC
            B-2        65536HDC9     D              CC

            Ownit Mortgage Loan Trust, Series 2006-7
                     Series    2006-7

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B-1        69121UAM4     CC             CCC
            B-2        69121UAN2     D              CCC
            B-3        69121UAP7     D              CCC

              Structured Asset Securities Corp.
                     Series    2002-HF2

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B1         86359ACS0     BB             BBB-/Watch Neg

              Structured Asset Securities Corp.
                     Series    2005-NC1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M9         86359BZ95     CC             CCC
            B          86359B3V1     D              CC

     Structured Asset Securities Corporation Mortgage Loan Trust
                         2005-NC2
                     Series    2005-NC2

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B          86359DCX3     D              CC

    Structured Asset Securities Corporation Mortgage Loan Trust
                         2006-BC3
                     Series    2006-BC3

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M9         86359PAN0     D              CC

     Structured Asset Securities Corporation Mortgage Loan Trust
                        2006-OPT1
                     Series    2006-OPT1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M7         86359UAN9     CC             CCC
            M8         86359UAP4     CC             CCC
            B          86359UAQ2     D              CCC

                    Ratings Affirmed

                   Argent Securities Inc.
                    Series    2004-PW1

              Class      CUSIP         Rating
              -----      -----         ------
              M-2        040104KL4     AA
              M-3        040104KM2     AA-

  Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2002-B
                   Series    SPMD2002-B

              Class      CUSIP         Rating
              -----      -----         ------
              AF         456606DG4     AAA
              M-2        456606DL3     B

             Structured Asset Securities Corp.
                    Series    2002-HF2

              Class      CUSIP         Rating
              -----      -----         ------
              M2         86359ACQ4     A
              M3         86359ACR2     BBB


* S&P Downgrades Ratings on 53 Classes From 36 RMBS Deals to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 61
classes of pass-through certificates from 36 U.S. subprime
residential mortgage-backed securities transactions issued from
2002 to 2007.  S&P lowered 53 of the 61 ratings to 'D'.  At the
same time, S&P affirmed S&P's ratings on seven classes from three
ACE Securities Corp. Home Equity Loan Trust transactions issued in
2002 and 2004.

The lowered ratings reflect adverse collateral performance that
has caused monthly losses to exceed monthly excess interest.  As
of the October 2008 remittance period, cumulative losses, as a
percentage of the original pool balances, ranged from 1.78% (ACE
Securities Corp. Home Equity Loan Trust Series 2002-HE3) to 13.78%
(Ace Securities Corp. Home Equity Loan Trust Series 2007-HE3).

The dollar amounts of loans currently in the delinquency pipelines
of these transactions strongly suggest that monthly losses will
continue to exceed excess interest, thereby further compromising
credit support.  Total delinquencies (30-plus days, foreclosures,
and real estate owned) for the downgraded transactions ranged from
14.17% (ACE Securities Corp. Home Equity Loan Trust Series 2002-
HE3) to 60.54% (ACE Securities Corp. Home Equity Loan Trust Series
2006-FM2) of the current pool balances.  Severe delinquencies (90-
plus days, foreclosures, and REOs) for the downgraded transactions
ranged from 8.65% (ACE Securities Corp. Home Equity Loan Trust
Series 2002-HE3) to 48.96% (ACE Securities Corp. Home Equity Loan
Trust Series 2006-FM2) of the current pool balances.  These deals
are seasoned between 18 months (Ace Securities Corp Home Equity
Loan Trust Series 2007-HE4) and 70 months (ACE Securities Corp.
Home Equity Loan Trust Series 2002-HE3).

Subordination and excess spread provide credit support because
overcollateralization for all of the affected deals is $0.  The
collateral for these transactions primarily consists of subprime,
adjustable- and fixed-rate mortgage loans secured by first liens
on one- to four-family residential properties.

                         Ratings Lowered

   ACE Securities Corp. Home Equity Loan Trust Series 2006ASAP4
                        Series 2006 ASAP4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-8        00441UAN0     D              CCC
           M-9        00441UAP5     D              CCC

   ACE Securities Corp. Home Equity Loan Trust Series 2007-HE1
                        Series 2007-HE1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-8        00443LAN8     D              CC
           M-9        00443LAP3     D              CC

   Ace Securities Corp. Home Equity Loan Trust Series 2007-HE4
                         Series 2007-HE4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-8        00442LAN9     D              CC
           M-9        00442LAP4     D              CC

   ACE Securities Corp. Home Equity Loan Trust Series 2006-HE2
                         Series 2006-HE2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-7        004421ZC0     D              CCC
           M-8        004421ZD8     D              CCC

   Ace Securities Corp. Home Equity Loan Trust Series 2005-HE5
                        Series 2005-HE5

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-1        004421RQ8     D              CC

   ACE Securities Corp. Home Equity Loan Trust Series 2002-HE3
                       Series 2002-HE3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        004421BJ1     CCC            BB
           M-3        004421BK8     D              CCC

   Ace Securities Corp. Home Equity Loan Trust Series 2004-HE2
                       Series 2004-HE2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-5        004421GX5     CCC            BB
           M-6        004421GY3     CC             B
           B-1        004421GZ0     D              CCC

   ACE Securities Corp. Home Equity Loan Trust Series 2004-HE4
                         Series 2004-HE4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-9        004421JR5     D              CC
           M-10       004421JS3     D              CC

   Ace Securities Corp. Home Equity Loan Trust Series 2004-OP1
                         Series 2004-OP1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        004421EX7     A              AA
           M-3        004421EY5     BBB-           A+
           M-4        004421EZ2     B-             A
           M-5        004421FA6     CCC            A-
           M-6        004421FB4     CC             BB
           B          004421FC2     D              CCC

   ACE Securities Corp. Home Equity Loan Trust Series 2004-RM2
                        Series 2004-RM2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----

           B-3        004421KF9     D              CC

   Ace Securities Corp. Home Equity Loan Trust Series 2005-HE6
                       Series 2005-HE6

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-10       004421SW4     D              CCC

   ACE Securities Corp. Home Equity Loan Trust Series 2005-HE7
                       Series 2005-HE7

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-9        004421UL5     D              CC
           M-10       004421UM3     D              CC

   Ace Securities Corp. Home Equity Loan Trust Series 2005-RM1
                        Series 2005-RM1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        004421LW1     D              CCC

   ACE Securities Corp. Home Equity Loan Trust Series 2005-RM2
                        Series 2005-RM2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----

           B-1        004421PE7     D              CC

   Ace Securities Corp. Home Equity Loan Trust Series 2006-ASAP1
                       Series 2006-ASAP1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-10       004421WG4     D              CC
           M-11       004421WH2     D              CC

   ACE Securities Corp. Home Equity Loan Trust Series 2006-ASAP3
                      Series 2006-ASAP3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-8        00442VAN7     D              CCC

   Ace Securities Corp. Home Equity Loan Trust Series 2006-ASAP5
                     Series 2006-ASAP5

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-7        004422AN1     D              CCC
           M-8        004422AP6     D              CCC

   ACE Securities Corp. Home Equity Loan Trust Series 2006-ASAP6
                     Series 2006-ASAP6

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-7        00443KAN0     D              CCC
           M-8        00443KAP5     D              CC

   ACE Securities Corp. Home Equity Loan Trust Series 2006-FM2
                       Series 2006-FM2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----

           M-9        00442CAP4     D              CC

   ACE Securities Corp. Home Equity Loan Trust Series 2006-HE1
                       Series 2006-HE1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-8        004421WY5     D              CC
           M-9        004421WZ2     D              CC

   Ace Securities Corp. Home Equity Loan Trust Series 2006-HE4
                         Series 2006-HE4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-6        00442BAL5     D              CC
           M-7        00442BAM3     D              CC

   ACE Securities Corp. Home Equity Loan Trust Series 2006-NC3
                         Series 2006-NC3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-10       00442EAA3     D              CC
           M-11       00442EAB1     D              CC

   ACE Securities Corp. Home Equity Loan Trust Series 2006-OP1
                         Series 2006-OP1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-11       00442PAS9     D              CC

   Ace Securities Corp. Home Equity Loan Trust Series 2006-OP2
                         Series 2006-OP2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-11       00441YAR3     D              CC

   Ace Securities Corp. Home Equity Loan Trust Series 2007-ASAP1
                        Series 2007-ASAP1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-8        00442JAN4     D              CC
           M-9        00442JAP9     D              CC

   Ace Securities Corp. Home Equity Loan Trust Series 2007-HE3
                        Series 2007-HE3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-5        00442GAK6     D              CC
           M-6        00442GAL4     D              CC
           M-7        00442GAM2     D              CC

   ACE Securities Corp. Home Equity Loan Trust Series 2007-WM2
                       Series 2007-WM2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-7        00442KAM3     D              CCC
           M-8        00442KAN1     D              CC
           M-9        00442KAP6     D              CC

            BASIC Asset Backed Securities Trust 2006-1
                      Series      2006-1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M7         06983NAN7     D              CC

     GE-WMC Asset-Backed Pass-Through Certificates Series 2005-1
                          Series 2005-1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-3        367910AN6     D              CCC

              GE-WMC Mortgage Securities Trust 2006-1
                           Series 2006-1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-6        36829JAJ0     D              CC

          Natixis Real Estate Capital Trust 2007-HE2
                        Series 2007-HE2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-4        638728AP0     D              CC

                   Park Place Securities Inc.
                        Series 2005-WHQ1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-11       70069FGP6     D              CCC

                   Park Place Securities Inc.
                        Series 2005-WCW3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-12       70069FMK0     D              CCC

                   Park Place Securities Inc.
                        Series 2005-WHQ4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-10       70069FNB9     D              CC

      Specialty Underwriting and Residential Finance Trust Series
                            2005-AB2
                         Series 2005-AB2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-3        84751PGT0     D              CC

      Specialty Underwriting and Residential Finance Trust Series
                            2005-BC3
                         Series 2005-BC3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        84751PHG7     D              CC

                        Ratings Affirmed

     ACE Securities Corp. Home Equity Loan Trust Series 2002-HE3
                         Series 2002-HE3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        004421BE2     AAA
                 M-1        004421BH5     AA

     Ace Securities Corp. Home Equity Loan Trust Series 2004-HE2
                         Series 2004-HE2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-1        004421GT4     AA+
                 M-2        004421GU1     AA
                 M-3        004421GV9     A
                 M-4        004421GW7     BBB

     Ace Securities Corp. Home Equity Loan Trust Series 2004-OP1
                        Series 2004-OP1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-1        004421EW9     AA+


* S&P Puts Ratings on 300 European CDO Tranches on Negative Watch
-----------------------------------------------------------------
After running its month-end SROC (synthetic rated
overcollateralization) figures, Standard & Poor's Ratings Services
placed on CreditWatch negative 300 European synthetic
collateralized debt obligation tranches.

Of the 300 tranches placed on CreditWatch negative:

  -- 38 reference U.S. residential mortgage-backed securities and
     U.S. CDOs that are exposed to U.S. RMBS, which have
     experienced recent negative rating actions.

  -- 262 have experienced corporate downgrades in their
     portfolios.

For this month's run, S&P has incorporated the new correlation
assumptions for CDOs that have exposure to:

  -- Financial intermediaries;

  -- Insurance companies; and

  -- Real estate investment trusts and real estate operating
     companies .

These rating actions also include these assumed recovery
valuations:

  -- 91.51% for senior Fannie Mae debt and 99.90% for subordinated
     debt;

  -- 94% for senior Freddie Mac debt and 98% for subordinated
     debt;

  -- 8.625% for Lehman Brothers Inc. (Lehman debt.

  -- 57% for Washington Mutual Inc. debt;

  -- 1.25% for senior Landsbanki Islands debt and 0.125% for
    subordinated debt;

  -- 3% for senior Glitnir debt and 0.1250% for subordinated debt;
    and

  -- 6.625% for senior Kaupthing debt and 2.375% for subordinated
    debt.

A summary of the CreditWatch actions S&P has taken on European
synthetic CDO tranches in 2008:

                       CreditWatch Summary

        Watch Neg  Watch Pos
        (no. of    (no. of     Key corporate
        tranches)  tranches)   downgrades*
        ---------  ----------  -------------
Jan-08    47          8        United Parcel Service Inc.
                               (AAA/Watch Neg to AA-/Stable)
                               Jan. 9, 2008
                               Quebecor World Inc.
                               (CCC/Watch Neg to D)
                               Jan. 16, 2008

Feb-08    39         11        GMAC LLC
                               (BB+/Negative to B+/Negative)
                               Feb. 22, 2008
                               Residential Capital, LLC
                               (BB+/Negative to B/Negative)
                               Feb. 22, 2008

Mar-08    89          3        FGIC Corp.
                               (BBB/Watch Neg to B/Negative)
                               March 28, 2008
                               FGIC UK Ltd.
                               (A/Watch Neg to BB/Negative)
                               March 28, 2008

Apr-08    89          2        Royal Caribbean Cruises Ltd.
                               (BBB-/Negative to BB+/Stable)
                               April 3, 2008
                               Residential Capital, LLC
                               (B/Negative to CCC+/Watch Neg)
                               April 24, 2008

May-08   131          0        Ryland Group Inc. (The)
                               (BBB-/Negative to BB+/Negative)
                               May 1, 2008
                               Countrywide Home Loans, Inc.
                               (BBB+/Watch Pos to
                                                BB+/Watch Dev)
                               May 2, 2008

Jun-08   139          0        Ambac Assurance Corp.
                               (AAA/Negative to AA/Watch Neg)
                               June 5, 2008
                               MBIA Inc.
                               (AA-/Negative to A-/Watch Neg)
                               June 5, 2008

Jul-08    59         27        Radian Asset Assurance Inc.
                               (AA/Watch Neg to A/Watch Neg)
                               June 16, 2008
                               Countrywide Home Loans, Inc.
                               (BB+/Watch Dev to AA/Negative)
                               July 1, 2008

Aug-08    72         27        Residential Capital, LLC
                               (SD to CCC+/Negative)
                               July 15, 2008
                               Louisiana-Pacific Corp.
                               (BBB-/Negative to
                                                BB+/Watch Neg)
                               July 29, 2008

Sept-08  111          0        Radian Group Inc.
                               (BBB/Watch Neg to BB+)
                               Aug. 26, 2008
                               PMI Group Inc.
                               (BBB+ to BBB-/Watch Neg)
                               Aug. 26, 2008

Oct-08   166          0        Lehman Brothers Inc.
                               (A+/Negative to A+/Watch Neg)
                               Sept. 9, 2008
                               (A+/Watch Neg to BB-/Watch Dev)
                               Sept. 15, 2008
                               (BB-/Watch Dev to D)
                               Sept. 23, 2008
                               Washington Mutual, Inc.
                               (BBB-/Negative to BB-/Negative)
                               Sept. 15, 2008
                               (BB-/Negative to CCC/Negative)
                               Sept. 24, 2008
                               (CCC/Negative to D)
                               Sept. 26, 2008
                               American International Group
                               (AA-/Watch Neg to A-/Watch Neg)
                               Sept. 15, 2008

Nov-08   300          0        Fortis N.V.
                               (A-/Developing to BBB-/Watch Neg)
                               Oct. 6, 2008
                               Glitnir Bank
                               (CCC/Watch Neg to D)
                               Oct. 9, 2008

* Those corporate names that have experienced a significant notch
downgrade or upgrade as well as being widely referenced within
European Synthetic CDOs.

                           NR - Not rated.

The SROC levels for the ratings placed on CreditWatch negative
fell below 100% during the October month-end run.  S&P will
publish these SROC figures in the SROC report covering October
2008, which is imminent.  The Global SROC Report provides SROC and
other performance metrics on over 3,500 individual CDO tranches.

Following publication of the latest SROC report, will conduct a
full review of the affected tranches, and publish the appropriate
actions in S&P's October rating action media release.  All other
tranches in the transactions listed are unaffected by these rating
actions.


* S&P Says Boston Medical's Likely Funding Loss Won't Move Rating
-----------------------------------------------------------------
Boston Medical Center might be in jeopardy of losing critical 2009
funding from the commonwealth of Massachusetts.  While unaudited
results for fiscal 2008 are strong, significant funding losses in
fiscals 2009 and 2010 could lead to a negative outlook or lower
rating, Standard & Poor's Ratings Services said.

S&P believes, however, that this potential cut will not have an
effect on the rating at this time because management has been
conservative in its expectations, the organization's fiscal 2008
results appear solid, and enough uncertainties remain for fiscals
2009 and 2010 that management needs to resolve.

The 2009 budget is not yet final, but management indicates
financial losses are inevitable since roughly $114 million of
funding from the commonwealth is at risk.  The $114 million would
likely include $30 million in Medicaid reimbursement cuts,
bringing Medicaid reimbursement to 2002 levels, and an $84 million
supplemental funding cut.  Management has been cutting expenses,
and it expects to save roughly $30 million-$40 million through
fiscal 2010.

S&P will continue to monitor the commonwealth's budget and
management's plans.  S&P also intend to update its discussions
with management once the 2008 audit is complete.

Management has provided draft internal 2008 financial statements
for Boston Medical Center and Boston Medical Center Health Plan,
which account for 93% of overall system assets, 95% of operating
revenues, and 150% of operating profit.  Faculty Practice
Foundation, which is also part of the system, is dilutive to
overall system earnings.

Boston Medical Center reported a $28.1 million operating profit,
which was significantly stronger than the $35.0 million loss
budgeted for fiscal 2008.  HealthNet is reporting a $47.6 million
operating profit, which was also significantly above the
$16.0 million profit budgeted.  Management's original fiscal 2008
budget conservatively excluded $64 million of supplemental
funding, which the commonwealth has recently targeted as a
potential cut in its revised fiscal 2009 budget.  While Boston
Medical Center could ultimately receive these funds, management
will not book them until they are fully realized, at which time
there would be a significant net positive for the organization.

Boston Medical Center's liquidity declined to $247.5 million in
fiscal 2008 from $421.7 million in fiscal 2007 due to the booking
of $100.0 million of supplemental funds not yet received.
Management, however, indicates that these funds are not in
jeopardy and that it expects to receive them by the end of
calendar 2008, which should return liquidity to near 2007 levels.
Additional funds on HealthNet's balance sheet were not available
at the time of publication.

Earlier this year, Boston Medical Center issued roughly
$245 million of bonds, primarily for the construction of a new
ambulatory building (project costs were $190 million) with another
$28 million for an emergency department expansion.  Management
reports its projects are on time and within budget.  Management is
using the remaining bond proceeds to fund a debt service reserve
fund, capitalized interest, and financing costs.


* S&P Says Pharma Outsource Providers to Capitalize on Challenges
-----------------------------------------------------------------
Standard & Poor's Ratings Services published an article that
states the contract services industry will continue to benefit
from the favorable industry trends over the next several years.
The article says that Big Pharma is restructuring and increasingly
outsourcing aspects of its business to save costs, simplify
operations, and focus more on R&D.

Biotech companies are also rapidly maturing and will need
additional services, as will specialty pharmaceutical companies.
The pharmaceutical industry also remains largely insulated from
the downturn in the economy and the current tight credit markets.


* S&P Says REIT Ratings Unaffected by Circuit City Bankruptcy
-------------------------------------------------------------
Standard & Poor's Ratings Services stated that it is not concerned
about the exposure of its rated retail real estate investment
trusts to Circuit City Inc., which recently announced plans to
close 155 retail stores and then filed for bankruptcy on Nov. 10,
2008.  S&P is concerned, however, that the cumulative effect of
retailer distress, which S&P fully expect to continue into 2009,
will increasingly weigh on retail fundamentals and ultimately
erode retail REIT credit metrics, as S&P expects the current
downturn may be protracted.

Circuit City is the latest and largest in a recent string of
retail bankruptcies (including Linens 'N Things; Mervyns, Steve &
Barry's, and Shoe Pavilion).  While it is unusual to see a
retailer file for bankruptcy before the important holiday season,
Circuit City's filing was necessitated by vendor concern on
payment and the retailer's liquidity position in light of the
ongoing credit crunch.

The impact of Circuit City's bankruptcy filing on S&P's rated
REITs is not significant, as these companies have sizeable
portfolios with well-diversified tenant bases.  For the vast
majority of rated REITs, Circuit City comprises less than 1% of
total rents.  Developers Diversified Realty Corp. (BBB-/Negative/-
-), a large big box-anchored shopping center landlord, has the
highest exposure to Circuit City, at 1.7% of its base rents.

Across S&P's universe of 16 rated REITS with retail holdings
(includes real estate operating companies and diversified
portfolios), the total exposure to Circuit City consists of
approximately 133 stores.  The majority (104) of stores are in big
box or strip center portfolios, and the remaining stores are
within properties owned by mall REITs (29).  Roughly 40% are in
properties that the REIT owns with a joint venture partner.
Before its bankruptcy filing, Circuit City announced plans to
close 155 of its stores (about 21% of its 721-store portfolio).
Some of the REIT-owned stores are scheduled for closure.  While
re-leasing will be challenging given the current very weak
macroeconomic environment and widespread retailer stress, lease
termination fees should help soften the dip in rental income.

Our near-term outlook on the retail subsector remains negative,
and more than one-fourth of the rated companies with retail
holdings currently carry negative rating outlooks (the rest
currently have stable outlooks).  Standard & Poor's retail
analysts predict a blue Christmas, which could prompt a flurry of
post-holiday retailer closures.  The reduced demand for retail
space will result in higher vacancies and weaker fundamentals,
likely through 2009.  Standard & Poor's chief economist, David
Wyss, expects the recession to bottom in the second quarter of
2009.  Since real estate is generally a lagging sector, however,
S&P doesn't expect retail occupancies to trough until 2010
(reaching a cyclical low of roughly 89.7% nationally, per REIS
Inc.).  Despite S&P's expectation for retailer stress in the near
term, strong asset quality, portfolios that are well diversified
both geographically and by tenant, and long-term leases provide
some cash flow support for the rated retail REITs.

    Estimated Number of Circuit City Stores Held By Rated REITS

  Company                         Rating        Total Owned JVs
  -------                         ------        ----- ----- ---

Strip centers
Developers Diversified Realty   BBB-/Negative/-- 46    22    24
Equity One Inc.                 BBB-/Stable/--   1     0      1
Federal Realty Investment Trust BBB+/Stable/--   2     2      0
Forest City Enterprises Inc.    BB/Negative/--   8     7      1
Kimco Realty Corp.              A-/Stable/--     19    6     13
National Retail Properties      BBB-/Stable/--   4     4      0
Realty Income                   BBB/Stable/--    0     0      0
Regency Centers Corp.           BBB+/Stable/--   2     1      1
Weingarten Realty Investors     BBB+/Stable/--   8     8      0

Malls

General Growth Properties Inc.  CCC+/Watch Neg   11    9      2
Glimcher Realty Trust           BB-/Negative/--  2     1      1
Simon Property Group Inc.       A-/Stable/--     16    9      7
Tanger Factory Outlet Centers   BBB/Stable/--    0     0      0

Diversified

Prime Property Fund LLC         A/Stable/--       0    0      0
Vornado Realty Trust            BBB+/Stable       10   9      1
PRISA*                          A+/Stable/--      4    2      2

Total                                             133  80    53
Strip Centers + Diversified                       104  61    43
Malls                                             29   19    10

Note: All information is approximate.  Sources include company
provided information and public filings (some information is as of
Dec. 31, 2007).

* Stores held in joint ventures with Kimco Realty Corp. are
  included with data for Kimco Realty Corp.


* S&P Says Weak Links And Defaults Rise as Credit Quality Erodes
----------------------------------------------------------------
Eighty-five companies defaulted through Nov. 11, 2008, affecting
debt worth $284 billion, said an article published by Standard &
Poor's.  The rise in defaults in 2008 is in sharp contrast with
trends in prior years, when only 22 defaults were recorded in all
of 2007 and 30 in 2006.

Of the 85 defaults, 70 are domiciled in the U.S., five are from
Europe, four are from Asia, three are from Canada, two are from
Mexico, and one is from Russia, according to the article.

"In 2008, defaults have increased significantly, particularly in
the U.S.," said Diane Vazza, head of Standard & Poor's Global
Fixed Income Research Group.  "The U.S. speculative-grade default
rate increased for the 10th consecutive month, reaching 2.86% in
October, up from 2.68% in September and a 25-year low of 0.97% at
the end of 2007."

The default rate in Europe increased marginally to 1.01% from
1.00%, while the emerging markets default rate rose to 0.82% in
October from 0.17% in September.

The U.S. also leads in the number of weakest links, with 156 of
the 207 entities, or 75%.  (Weakest links are defined as issuers
rated 'B-' or lower with either a negative outlook or with ratings
on CreditWatch with negative implications, and they are at greater
risk of default.)

"The number of global weakest links continues to increase sharply
as eroding credit quality leads to lower ratings and more entities
with negative outlooks or ratings on CreditWatch negative," said
Ms. Vazza.  As of Nov. 11, weakest links increased for the ninth
consecutive month to 207, with combined rated debt worth
$417.38 billion.  By sector, media and entertainment, consumer
products, and forest products and building materials were the most
vulnerable, with the highest concentration of weakest links.


* Trumbull Group Exits Bankruptcy Administration Business
---------------------------------------------------------
The Trumbull Group/Wells Fargo Trumbull has exited its bankruptcy
administration business as of October 31, 2008.  For any
questions, after November 13, 2008, please call 212-515-1566.

Trumbull Group has assigned these cases to other claims agents:

Case Name                           New Claims Agent
---------                           ----------------
APF Co.  f/k/a FPA Medical          BMC Group, Inc.
  Management, Inc.                  http://www.bmcgroup.com/
Case No: 98- 1596
Bankruptcy Court: Delaware

Asarco, LLC                         AlixPartners, LLP
Case No.: 05- 21207                 http://www.alixpartners.com/
Bankruptcy Court: S.D. of Texas

Centennial HealthCare Corporation   Logan & Company, Inc.
Case No.: 02- 74974                 http://www.loganandco.com/
Bankruptcy Court: N.D. of Georgia

Great Northern Paper                Epiq Bankruptcy Solutions, LLC
Case No.: 03- 10048                 http://www.epiqsystems.com/
Bankruptcy Court: Maine

Kmart Corporation                   BMC Group, Inc.
Case No.: 02- 02474                 http://www.bmcgroup.com/
Bankruptcy Court: Illinois

Manchester, Inc.                    Epiq Bankruptcy Solutions, LLC
Case No.: 08- 30703                 http://www.epiqsystems.com/
Bankruptcy Court: N.D. of Texas

Medicor Ltd.                        Epiq Bankruptcy Solutions, LLC
Case No.: 07- 10877                 http://www.epiqsystems.com/
Bankruptcy Court: Delaware

Mortgage Lenders Network USA, Inc.  Epiq Bankruptcy Solutions, LLC
Case No.: 07- 10146                 http://www.epiqsystems.com/
Bankruptcy Court: Delaware

Ownit Mortgage Solutions            Kurtzman Carson Consultants
Case No.: 06- 12579                 http://www.kccllc.com/
Bankruptcy Court: C.D. of Calif.

Pittsburgh Corning Corporation      Logan & Company, Inc.
Case No.: 00- 22876                 http://www.loganandco.com/
Bankruptcy Court:
  W.D. of Pennsylvania

Quigley Company, Inc.               BMC Group, Inc.
Case No.: 04- 15739                 http://www.bmcgroup.com/
Bankruptcy Court: S.D.N.Y.

Russell-Stanley Holdings, Inc.      Garden City Group
Case No.: 05- 12339
http://www.gardencitygroup.com/
Bankruptcy Court: Delaware

VI Acquisition Corp.                Garden City Group
Case No.: 08- 10623
http://www.gardencitygroup.com/
Bankruptcy Court: Delaware


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         Tournament Players Club at Jasna Polana, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/

Nov. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Senior Housing & Long Term Care
         Washington Athletic Club,Seattle, Washington
            Contact: www.turnaround.org

Nov. 27, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Chris Kaup
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         Terminal City Club, Vancouver, British Columbia
            Contact: 503-768-4299 or www.turnaround.org

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Dec. 8, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering
         TBD, Long Island, New York
            Contact: 631-251-6296 or www.turnaround.org

Dec. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         Washington Athletic Club, Seattle, Washington
            Contact: 503-768-4299 or www.turnaround.org

Dec. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         University Club, Portland, Oregon
            Contact: 503-768-4299 or www.turnaround.org

Dec. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Sponsorships - Annual Golf Outing, Various Events
         TBA, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Casurina, Grand Cayman Island, AL
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Valcon
         Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Beverly Wilshire, Beverly Hills, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 17-18, 2009
   NATIONAL ASSOCIATION OFBANKRUPTCY TRUSTEES
      NABT Spring Seminar
         The Peabody, Orlando, Florida
            Contact: http://www.nabt.com/

Apr. 20, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         John Adams Courthouse, Boston, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

Apr. 28-30, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

May 14-16, 2009
   ALI-ABA
      Chapter 11 Business Reorganizations
         Langham Hotel, Boston, Massachusetts
            Contact: http://www.ali-aba.org

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Dec. 2-4, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   China\u2019s New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers\u2014the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today\u2019s Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.



                             *********

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 ***