TCR_Public/081124.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 24, 2008, Vol. 12, No. 280

                             Headlines


2712 MISSION: Case Summary & Nine Largest Unsecured Creditors
ADIRONDACK 2005-1: Eroding Credit Quality Cues Moody's Rating Cuts
AGILYSYS INC: Failure to File 10-Q Further Cues Stocks Delisting
AHMAD OTHMAN: Case Summary & 19 Largest Unsecured Creditors
ALEXANDER PARK: Moody's Junks Ratings on Three Note Classes

ALON USA: S&P Keeps 'B+' Corp. Credit Rating; Stable Outlook
AMBAC FINANCIAL: S&P Downgrades Rating on $34 Mil. Notes to 'BB+'
AMERICAN LOAN: S&P Cuts Financial Strength Rating to 'BB' From AAA
AQUILEX HOLDINGS: S&P Puts 'B' Cop. Credit Rating; Stable Outlook
ARCHWAY COOKIES: Lance Offers to Buy Co.'s Assets for $30MM

ARTHROCARE CORP: Gets Additional Delisting Notice from Nasdaq
AVIS BUDGET: Bank Loan Sells for 61% Off in Secondary Market
BEAR STEARNS TRUST: S&P Junks Rating on 2002-TOP8's Class N Cert.
BOSCOV'S INC: Court OKs Sale of All Assets to Family Group
BPI ENERGY: NYSE Alternext Suspends Trading of Common Stock

BRIAN AND MEJA TUTTLE: May Employ Furr and Cohen as Counsel
BRIAN AND MEJA TUTTLE: Files Schedules of Assets and Liabilities
BROADAX REALTY: Voluntary Chapter 11 Case Summary
BUILDING MATERIALS: Housing Downturn Cues S&P's Rating Cut to CCC
CALIFORNIA STEEL: Moody's Reviews Low-B Ratings For Possible Cuts

CBA COMMERCIAL: Moody's Downgrades Ratings on Eight Cert. Classes
CBA COMMERCIAL: Moody's Downgrades Ratings on Four Note Classes
CHESAPEAKE CORP: S&P Pares Corporate Rating to 'SD' From 'CCC-'
CIT MORTGAGE: Fitch Takes Rating Actions on Various Classes
CITIGROUP INC: In Talks With Gov't to Create 'Bad Bank'

COAST CFO: Moody's Cuts Ratings on 2006-2 Class D Notes to Ba1
COAST CFO: Moody's Cuts Rating on 2006-1 Class D Notes to Ba1
COMMUNITY BANK: Georgia Bank Fails & FDIC Named as Receiver
CONNORS BROTHERS: S&P Withdraws 'B+' Long-Term Corp. Credit Rating
CONSTELLATION COPPER: Liquidity Woes May Prompt Bankruptcy Filing

CONSTRUCTION RECYCLERS: Closes Biz, Files for Chapter 7
COVERS ETC: Voluntary Chapter 11 Case Summary
CPW ACQUISITION: Case Summary & Five Largest Unsecured Creditors
DBSI INC: TIC Investors Appoint Bridger Commercial as Advisor
DEATH ROW: Hidden Asset Cues Ch. 11 Trustee to Defer Sales

DENNY'S CORP: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
DENNY'S HOLDINGS: S&P Cuts Rating on $175MM Unsec. Notes to 'B-'
DENNY'S INC: S&P Affirms 'BB' Bank Loan Rating on $350MM Facility
DOWNEY SAVINGS: Bank Fails & FDIC Arranges Takeover by U.S. Bank
DUNKIN'S DIAMONDS: Will Close Four Stores in Ohio & Florida

ERIE COUNTY: Berry Plastics Acquires Firm's Assets for $6.5MM
ESTATE FINANCIAL: Panel Taps Ezra Brutzkus as Counsel
ESTATE FINANCIAL: Trustees Want to Employ SJLM as Special Counsel
ESTATE MORTGAGE: Trustees Want to Employ SJLM as Special Counsel
FAIRCHILD SEMICONDUCTOR: Moody's Retains 'Ba3' Corporate Rating

FANNIE MAE: Has Until November 26 to Cure NYSE Non-Compliance
FIRST AMERICAN: Blames Bankruptcy on Slowdown in Debt Payments
FIRSTLIGHT HYDRO: Moody's Maintains 'Ba3' Senior Bonds' Rating
FORD MOTOR: Bank Loan Sells for 65% Discount in Secondary Market
FORD MOTOR: Mulls Sale of Five Planes to Cut Costs

FORD MOTOR: S&P Junks Corporate Ratings on Increasing Cash Use
GENERAL GROWTH: Board Amends Bylaws' Notice Protocol
GENERAL GROWTH: Extends Rights Deal Expiration to November 2010
GENERAL MOTORS: Bank Loan Sells for 64% Off in Secondary Market
GENERAL MOTORS: Board Willing to Consider Chapter 11, Says WSJ

GENERAL MOTORS: GMAC Exchange Offer Won't Affect 'CCC+' Rating
GENERAL MOTORS: To Give Up 2 Corporate Jets to Diffuse Criticisms
GMAC COMMERCIAL: S&P Ratings Tumble to 'D' on Class M and N
GMAC LLC: Commences Exchange, Tender Offers for Outstanding Notes
GMAC LLC: Moody's Downgrades Senior Unsecured Debt Rating to 'C'

GMAC LLC: S&P Cuts Long-Term Counterparty Credit Rating to 'CC'
GREENWICH CAPITAL: S&P Upgrades Rating on Class P Cert. to 'B'
GENESCO INC: S&P Holds 'B+' Corp. Credit Rating; Outlook Negative
GS MORTGAGE: Moody's Assigns Outlooks on Various Classes
HARRAH'S ENTERTAINMENT: $2.1BB Note Offer Cues Moody's Junk Rating

HAWAII MEDICAL: Blames Bankruptcy on Siemens' $10M Loan Refusal
HOSPITAL PARTNERS: Court Converts Case to Chapter 7 Liquidation
INTCOMEX INC: Moody's Changes Outlook to Negative; Junks Ratings
JC REED: SEC Sues Company for Defrauding Investors
JED OIL: Has Until Today to Appeal Securities Delisting at NYSE-A

JER CRE: Moody's Downgrades Ratings on Four Classes of CDOs
JOHNSON BROADCASTING: May Employ Atropos as Financial Advisor
JOHNSON BROADCASTING: Taps Smithwick & Belendiuk as FCC Counsel
JP MORGAN: Moody's Reviews Ratings on Nine Classes of Certificates
JPMORGAN TRUST: Moody's Reviews Ratings on 16 Classes of Certs.

LEAR CORP: Bank Loan Sells at 43% Discount in Secondary Market
LITTLEFIELD CITY: S&P Keeps 'BB' Rating on General Obligation Debt
LOCUST STREET: Case Summary & Three Largest Unsecured Creditors
LUMERA CORP: Less-Than-$10MM Equity Cues Nasdaq Delisting
MEDCOMSOFT INC: NOI Prompts Trading Suspension of Common Shares

MGM MIRAGE: Terry Lanni Steps Aside as CEO and Chairman
MGM MIRAGE: Board Elects James J. Murren as Chairman and CEO
MGM MIRAGE: Completes Offering of $750MM Senior Secured Notes
MICHAEL'S STORES: Drop in Sales Won't Affect S&P's 'B-' Rating
ML-CFC COMMERCIAL: Moody's Junks Ratings on Classes N & P Certs.

MOBILE DYNAMICS: Goes Bankrupt, Owes Best Western & Students
MORGAN STANLEY: S&P Cuts Rating on $3MM Class A-6 Notes to 'CCC'
MRV COMMUNICATIONS: Gets Additional Delisting Notice from Nasdaq
MXENERGY HOLDINGS: S&P Says Amendments Won't Affect 'CCC+' Rating
NASH FINCH: S&P Changes Outlook to Positive; Keeps 'B+' Rating

NELSON EDUCATION: S&P Cuts Second-Lien Debt Rating to 'CCC'
NETVERSANT SOLUTIONS: Gets Initial OK to Use $11MM Patriarch Loan
NEW AMERICA HIGH: Receives NYSE Listing Non-Compliance Notice
NEXCEN BRANDS: Missing 10-Q Cues Another Nasdaq Delisting Note
PANOLAM INDUSTRIES: Moody's Junks Corporate Family Rating From B2

PARTS 2 GO: Case Summary & 20 Largest Unsecured Creditors
PETROLEUM DEV'T: S&P Cuts Issue Rating on $203MM Sr. Notes to 'B'
PETTERS COMPANY: U.S. Trustee Appoints 3-Member Creditors Panel
PETTERS COMPANY: Debtors to Each File Statements and Schedules
PETTERS COMPANY: Section 341(a) Meeting Set for Nov. 25, 2008

PFF BANK: Bank Fails & FDIC Arranges Takeover by U.S. Bank
PINNACLE FOODS: S&P Keeps B- Corp. Credit Rating; Outlook Positive
PLY GEM: S&P Puts 'B' Corporate Rating on Negative CreditWatch
POTOMAC EDISON: Fitch Says Rate Pact Could Restore Profile
REDDY ICE: Receives Listing Non-Compliance Notice from NYSE

RENO-SPARKS INDIAN: Fitch Downgrades Issuer Rating to 'BB'
RESERVOIR FUNDING: Moody's Junks Ratings on Three Classes of Notes
RESI AND RESIX: Moody's Reviews Ratings on 52 Tranches in 13 Deals
RESIDENTIAL ASSET: Moody's Downgrades Ratings on 53 Tranches
RESIDENTIAL CAPITAL: GMAC Offers Exchange of Notes

RESIDENTIAL CAPITAL: Moody's Cuts Senior Debt Ratings to 'C'
RESIDENTIAL CAPITAL: S&P Cuts Counterparty Credit Rating to 'CC'
ROBERT LANE: Case Summary & 12 Largest Unsecured Creditors
SAKS INCORPORATED: Poor Store Sales Cue Fitch's Rating Downgrades
SEMGROUP ENERGY: Failure to File Financial Reports Cues Delisting

SOUTH COAST: Moody's Junks Ratings on Three Classes of Notes
SOUTHWEST WATER: Prior Period Errors Delay 3rdQ Report
STORM CAT: Units' Bankruptcy Filing Prompts Delisting of Stock
SUNCAL COS: May Commit Up to $75 Million for Bankrupt Projects
SUN-TIMES MEDIA: CFO, Chairman & 2 Board Members Resign

SYSCAN INT'L: Has Until Today to Pay $207,520 of Bluehill ID Loan
TEXAS MUSIC: Files for Chapter 11 Protection
THORNBURG MORTGAGE: Interest Nonpayment Cues Fitch's Junk Ratings
VALASSIS COMMUNICATIONS: Moody's Maintains 'B1' Corporate Rating
US SECURITY: Moody's Lifts Corporate Family Rating to 'B1'

VRB POWER: Files Restructuring under Bankruptcy and Insolvency Act
VIREXX MEDICAL: Files Protection from Creditors in Canada
WACHOVIA BANK: Moody's Downgrades Ratings on Six Classes of Notes
WALDEN RESERVE: Panel May Retain Spencer Fane as Counsel
WATERBROOK PENINSULA: Plan Filing Period Extended to January 21

WASTEQUIP INC: Market Woes Cue S&P to Junk Corp. Credit Rating
WHITEHEAD PRODUCTION: Case Summary & 20 Largest Unsec. Creditors
WHITNEY LAKE: Has Interim Use of Cash Collateral until January 31
WHITNEY LAKE: Files Amended List of 20 Largest Unsecured Creditors
WHITNEY LAKE: May Employ George Morris as Special Counsel

WORLDSPACE INC: May Employ Bank Street as Financial Advisors
WORLDSPACE INC: Taps Baker & McKenzie as Special Counsel
WP HICKMAN: U.S. Trustee Appoints 7-Member Creditors Panel
WP HICKMAN: Panel Taps BMF as Financial Advisors
WP HICKMAN: Panel Taps McGuireWoods LLP as Bankruptcy Counsel

WP HICKMAN: Taps SJD Business Brokers to Market Assets
YELLOWSTONE CLUB: Greg LeMond Demands Payment of $13.5MM Debts

* Fitch Assigns Rating Outlooks to $313B of U.S. Credit Card ABS
* Fitch Says Downgrades Outnumber Upgrades in 3rd Quarter 2008
* Fitch Says For-Profit Hospitals' Industry Shows Weakness
* Macey & Aleman Says Personal Bankruptcy Filings Approaching 1MM
* Moody's Report Details Financial Guarantor Rating Drivers

* Moody's Says US Commercial Real Estate Conditions Worsen
* Morpace Says Consumers Likely to Buy from Big 3 if Bankrupt
* Morrison Cohen Adds Four Formerly Senior Counsels as Partners
* S&P Junks Ratings on Four Tranches From Eight CDO Deals
* S&P Names Liquidity And Support Providers For ABCP Conduits

* S&P Reports Banks' Plan To Help Homeowners Avoid Foreclosure
* S&P Reports Refinancing Risk For North American Chemical Cos.
* S&P Says Bank of Canada Taking Steps To Ease Tight Financing
* S&P Says Bank Rating Cuts Affect EMEA ABCP Ratings

* BOND PRICING: For the Week of Nov. 17 - Nov. 21, 2008


                             *********

2712 MISSION: Case Summary & Nine Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 2712 Mission Partners, L.P.
        1874 S. Pacific Coast Hwy., Suite 201
        Redondo Beach, CA 90277

Bankruptcy Case No.: 08-32226

Chapter 11 Petition Date: November 20, 2008

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Marianne Dickson, Esq.
                  mdickson@ml-sf.com
                  Scott H. McNutt, Esq.
                  SMcNutt@ml-sf.com
                  McNutt Law Group LLP
                  188 The Embarcadero #800
                  San Francisco, CA 94105
                  Tel: (415) 995-8475

Total Assets: $13,638,938

Total Debts: $26,205,163

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
MK Real Estate Oppty Fund LLC  deed of trust     $13,949,118
26 Corporate Plaza Drive       value:
Suite 250                      $13,500,000;
Newport Beach, CA 92660        unsecured:
                               $10,297,018

Piero Patri Trust                                $945,000
c/o Robert H. Mann, CPA
220 Bush St., Ste. 1100
San Francisco, CA 94104

600 Alabama Partners LLC                         $945,000
1452 Broadway
San Francisco, CA 94109

Gorry Meyer & Rudd             services          $290,862

Office of the Treasurer and    value:            $201,873
Tax Collector                  $13,500,000;
                               unsecured:
                               $201,873

Aquamatic Fire Protection      services          $9,722

Rueben and Junius              services          $5,932

Brigante Cameron Watters       services          $5,705
and Strong LLP

Bonita S. Moshner, Esq.        services          $4,050

The petition was signed by President of G.P. Michael Kilroy.


ADIRONDACK 2005-1: Eroding Credit Quality Cues Moody's Rating Cuts
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings of these four classes of notes
issued by Adirondack 2005-1:

Class Description: $267,500,000 Class A-1LT-a Floating Rate Notes
Due 2040

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: Aa2, on review for possible downgrade

Class Description: $1,070,100,000 Class A-1LT-b Floating Rate
Notes Due 2040

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: Aa2, on review for possible downgrade

Class Description: $60,800,000 Class A-2 Floating Rate Notes Due
2040

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $57,700,000 Class B Floating Rate Notes Due
2040

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: Ba1, on review for possible downgrade

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

Class Description: $30,400,000 Class C Deferrable Floating Rate
Notes Due 2040

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: C

Class Description: $24,300,000 Class D Floating Rate Notes Due
2040

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: C

Class Description:Up to $5,000,000 Class E Floating Rate Notes Due
2040

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: C

Moody's notes that the transaction is currently failing the
required overcollateralization tests and the average rating of the
collateral debt securities has increased since the prior rating
action was taken.  The majority of the collateral is subprime RMBS
and Alt-A RMBS.

In addition, Moody's announced on Sept. 18, 2008 that it is
revising its expected loss assumptions which are used for the
surveillance of ratings of ABS CDOs holding subprime RMBS,
specifically of the second half 2005 -- first half 2007 vintages.
Moody's stated that for purposes of monitoring its ratings of ABS
CDOs with exposure to second half 2005 -- first half 2007 subprime
RMBS, it will rely on certain projections of the lifetime average
cumulative losses for vintages of RMBS set forth in a recent
Moody's Special Report.  Moody's explained that it will utilize
the range of loss projections set forth in the report based on
deal performance and quarterly vintage to modify its prior
assumptions of the expected loss inputs when monitoring ABS CDO
ratings.

Moody's also announced in a press release that it is revising its
expectations of lifetime losses on pools backing US Alt-A
residential mortgage-backed securities issued in 2006 and 2007.
Moody's explained that it will utilize these revised loss
projections when monitoring ABS CDO ratings.


AGILYSYS INC: Failure to File 10-Q Further Cues Stocks Delisting
----------------------------------------------------------------
Agilysys, Inc., received a NASDAQ Staff Determination Letter
pursuant to Marketplace Rule 4310(c)(14) stating that NASDAQ has
not received the company's quarterly report on Form 10-Q for the
period ended Sept. 30, 2008, and that this serves as an additional
basis for delisting the company's shares from The NASDAQ Stock
Market.

The company has delayed filing its September Form 10-Q because the
company has not yet completed preparation of its Annual Report on
Form 10-K for the fiscal year ended March 31, 2008, or its
quarterly report on Form 10-Q for the period ended June 30, 2008.
The company will present to NASDAQ early next week its written
plan to regain compliance with the filing requirement.

The delay in filing is related to the pending resolution of the
accounting treatment for the company's 20% minority investment in
a foreign entity, Magirus AG, a privately held enterprise computer
systems distributor headquartered in Germany.  Due to these open
accounting matters related solely to the company's minority
investment in Magirus, Agilysys has been reporting summary
financial information, which is unaudited.

The company expects to file its September Form 10-Q soon as
practicable after it files its 2008 Form 10-K and June Form 10-Q.

                       About Agilysys Inc.

Agilysys Inc. (NASDAQ: AGYS) -- http://www.agilysys.com/--
provides IT solutions to corporate and public-sector customers,
including retail and hospitality.  The company uses technology --
including hardware, software and services -- to help customers
resolve their most complicated IT needs.  The company possesses
expertise in enterprise architecture and high availability,
infrastructure optimization, storage and resource management,
identity management and business continuity; and provides
industry-specific software, services and expertise to the retail
and hospitality markets. Headquartered in Boca Raton, Fla.,
Agilysys operates extensively throughout North America, with
additional sales offices in the United Kingdom and China.


AHMAD OTHMAN: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ahmad A Othman
        11590 Northdale Dr
        Moorpark, CA 93021

Case No.: 08-13039

Petition Date: November 20, 2008

Court: U.S. Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: James Studer, Esq.
                  1420 Los Angeles Ave Suite 204c
                  Simi Valley, CA 93065
                  805-582-9191

Total Assets: $1,915,700

Total Debts:  $3,478,065

A list of the Debtor's 19 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/cacb08-13039.pdf


ALEXANDER PARK: Moody's Junks Ratings on Three Note Classes
-----------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings of these two classes of notes
issued by Alexander Park CDO I, Ltd.:

Class Description: $203,500,000 Class A-1 Floating Rate Term
Notes, Due 2039

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $37,500,000 Class A-2 Floating Rate Term Notes,
Due 2039

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: Caa2, on review for possible downgrade

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

Class Description: $22,000,000 Class B Floating Rate Term Notes,
Due 2039

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: Ca

Class Description: $10,000,000 Class C Fixed Rate Term Notes, Due
2039

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: Ca

Moody's notes that both tests of required overcollateralization
are currently failing and there has been an increase in the amount
of defaulted securities since the prior rating action was taken.

Moody's announced on Sept. 18, 2008 that it is revising its
expected loss assumptions which are used for the surveillance of
ratings of ABS CDOs holding subprime RMBS, specifically of the
second half 2005 -- first half 2007 vintages.  Moody's stated that
for purposes of monitoring its ratings of ABS CDOs with exposure
to second half 2005 -- first half 2007 subprime RMBS, it will rely
on certain projections of the lifetime average cumulative losses
for vintages of RMBS set forth in a recent Moody's Special Report.

Moody's explained that it will utilize the range of loss
projections set forth in the report based on deal performance and
quarterly vintage to modify its prior assumptions of the expected
loss inputs when monitoring ABS CDO ratings.

Moody's also announced in a press release that it is revising its
expectations of lifetime losses on pools backing US Alt-A
residential mortgage-backed securities issued in 2006 and 2007.
Moody's explained that it will utilize these revised loss
projections when monitoring ABS CDO ratings.


ALON USA: S&P Keeps 'B+' Corp. Credit Rating; Stable Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Alon
USA Energy Inc., including its 'B+' corporate credit rating, and
removed the ratings from CreditWatch, where they were placed with
negative implications on Feb. 20, 2008, following the explosion
and subsequent closure of Alon USA's Big Spring, Texas refinery.
The outlook is stable.

"The affirmation reflects S&P's belief that the explosion and
difficult market conditions will not affect the company's ability
to meet future covenant compliance and financial commitments,"
said Standard & Poor's credit analyst Paul Harvey.  "Relatively
light covenants should allow Alon USA to remain compliant with
financial covenants over the next year despite current weak
refining margins."

In addition, a strengthened market for asphalt (21% of Alon USA's
production) combined with above-average diesel margins (26% of
production) should support cash flows as refining margins continue
to be generally weak.  S&P assumes Alon USA will use the remaining
insurance proceeds of up to $100 million to repay outstanding bank
debt.

The rating on Alon USA reflects the challenges the company faces
as a small, independent oil refining and marketing company with
modest cash flow diversification among its refineries.  The
company participates in a competitive industry with erratic
profitability, with high fixed-cost requirements for refinery
equipment and for compliance with environmental regulations.  S&P
does not include results from the Krotz Springs refinery, which
was acquired from Valero Energy Corp. in July 2008 and financed on
a nonrecourse basis to Alon USA, in S&P's analysis of Alon USA.
Alon Refining Krotz Springs Inc. (B/Stable/--), the legal entity,
is rated on a stand-alone basis.


AMBAC FINANCIAL: S&P Downgrades Rating on $34 Mil. Notes to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$34 million callable class A certificates from STRATS Trust For
Ambac Financial Group Inc. Securities Series 2007-1 to 'BB+' from
'BBB+'.

The rating action follows the Nov. 19, 2008, lowering of the
rating on the underlying securities, Ambac Financial Group Inc.'s
6.15% directly issued capital securities due Feb. 7, 2087.

STRATS Trust For Ambac Financial Group Inc. Securities Series
2007-1 is a pass-through transaction, and the rating on the
certificates is based solely on the rating assigned to the
underlying securities, Ambac Financial Group Inc.'s 6.15% directly
issued capital securities due Feb. 7, 2087 ('BB+').


AMERICAN LOAN: S&P Cuts Financial Strength Rating to 'BB' From AAA
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its financial
strength rating on American Loan Guaranty Association to 'BB' from
'AAA'. The outlook is negative.

"Due to the limited market interest associated with the small and
declining amount of ALGA-insured debt outstanding, S&P has also
withdrawn the rating on ALGA," said S&P's credit analyst Dick
Smith.  As of Oct. 27, 2008, three transactions with a total of
$9.8 million of debt insured by ALGA remain outstanding.

The downgrade reflects changed financial strength ratings of the
various ALGA members.  Those ALGA members that participated on
various transactions on a several basis are Ambac Assurance Corp.
(A/Negative), Financial Guaranty Insurance Co. (BB/Watch Neg),
Financial Security Assurance Inc., (AAA/Watch Neg), and MBIA
Insurance Corp. (AA/Negative).

The negative outlook on ALGA mirrors the negative outlook or
CreditWatch Negative status of each of the participating members,
which reflect in part the continuing potential for adverse loss
development from the companies' exposures to domestic nonprime
mortgages and related collateralized debt obligation of asset-
backed securities exposures.


AQUILEX HOLDINGS: S&P Puts 'B' Cop. Credit Rating; Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Atlanta, Georgia-based Aquilex Holdings
LLC.  The outlook is stable.

At the same time, S&P assigned its 'BB-' rating and a recovery
rating of '1' to Aquilex Acquisition Sub III LLC's proposed
$310 million senior secured first-lien bank facilities, reflecting
S&P's expectation of very high (90%-100%) recovery in the event of
a payment default.  The proposed first-lien credit facilities
consist of a $50 million revolving credit facility due 2013, $50
term loan A due 2012, and $210 million term loan B due 2013.  The
ratings on the credit facilities are based on preliminary terms
and conditions.

Ontario, Canada-based Ontario Teachers' Pension Plan, through its
subsidiary, Aquilex Acquisition Sub III LLC, plans to acquire
Aquilex Holdings LLC from private-equity firm Harvest Partners
LLC.  Proceeds from the proposed term loans, in conjunction with a
proposed unrated $171 million subordinated mezzanine loan and an
approximately $432 million equity contribution, will be used to
finance the acquisition.  At the close of the transaction, Aquilex
is expected to have approximately $446 million of debt outstanding
(adjusted to include capitalized operating leases).

"The ratings on Aquilex Holdings and Aquilex Acquisition reflect
limited liquidity, high debt leverage, narrow scope of operations,
and a moderately concentrated customer base," said S&P's credit
analyst Ket Gondha.

"Partially offsetting these weaknesses are Aquilex's leading
market position in its niches, largely variable cost structure,
and relatively stable revenues supported by the recurring, non-
discretionary nature of the company's services," Mr. Gondha said.

Aquilex Holdings is a holding company for Aquilex Corp., which
manages a specialty repair and overhaul business, and HydroChem
Industrial Services Inc., its industrial cleaning subsidiary.
Upon close of the acquisition, the outstanding debt of HydroChem
is expected to be repaid in its entirety, and S&P's ratings will
be withdrawn at that time.  Pro forma for the acquisition,
Aquilex's consolidated revenues for 2008 are expected to be
approximately $600 million.


ARCHWAY COOKIES: Lance Offers to Buy Co.'s Assets for $30MM
-----------------------------------------------------------
Dan Mitchell at Bnet.com reports that North Carolina snack company
Lance has offered $30 million for Archway Cookies' assets.  Lance,
according to Bnet.com, said that it would finance the purchase
through its existing lines of credit if its bid is accepted.

Bnet.com relates that other bidders could still make competing
offers under Archway Cookies' bankruptcy agreement, with the
deadline set for Tuesday.  According to Bnet.com, the asset
auction will be on Dec. 1, 2008.

                      About Archway Cookies

Battle Creek, Michigan-based Archway Cookies, LLC,--
http://www.archwaycookies.com/-- makes soft-baked cookies. and
crackers.  In 1998, Specialty Foods Corp. acquired the Debtors'
for about $100 million.

Parmalat Finanziaria of Italy acquired Mother's Cake and Cookie
Company and Archway Cookies from The Specialty Foods Acquisition
Corporation for $250 million in 2000.  Parmalat later sold its
North American Bakery Group, which includes the Archway brands,
Mother's brands and the U.S. and Canadian private label cookie
businesses, to the private equity firm Catterton Partners and
their operating partner Insight Holdings in 2005.

Archway Cookies filed for Chapter 11 protection on Oct. 6, 2008
(Bankr. D. Del. Case No. 08-12323).  Its affiliate, Mother's Cake
& Cookie Co. also filed for bankruptcy (Bankr. D. Del. Case No.
08-12326).  Michael R. Lastowski, Esq., at Duane Morris, LLP,
represent the Debtors in their restructuring efforts.  In their
filing, the Debtors listed estimated assets of between
$50 million and $100 million and estimated debts of between
$500 million and $1 billion.


ARTHROCARE CORP: Gets Additional Delisting Notice from Nasdaq
-------------------------------------------------------------
ArthroCare Corp. received an additional NASDAQ Staff Determination
Letter in connection with the company's inability to timely file
its Quarterly Report on Form 10-Q for the period ended Sept. 30,
2008, with the Securities and Exchange Commission.  The
Additional Staff Determination letter states that the company is
therefore not in compliance with NASDAQ Marketplace Rule
4310(c)(14), and that this issue may serve as an additional basis
for the NASDAQ Listing Qualifications Panel to delist its common
stock from NASDAQ.

The company received a similar NASDAQ Staff Determination letter
on Aug. 13, 2008, in connection with the company's inability to
timely file its Quarterly Report on Form 10-Q for the period ended
June 30, 2008, with the SEC.  The company appealed that Staff
Determination and attended a hearing before the Panel this fall
during which the company requested that the Panel grant additional
time to regain compliance with NASDAQ's filing requirement.
Pending a decision by the Panel, the company's common stock will
remain listed on The NASDAQ Global Select Market.  There can be no
assurance that the Panel will grant the company's request for
continued listing.

                       About ArthroCare Corp.

Founded in 1993, ArthroCare Corp. -- http//www.arthrocare.com/ --
develops, manufactures and markets minimally invasive surgical
products.


AVIS BUDGET: Bank Loan Sells for 61% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 38.71
cents-on-the-dollar during the week ended November 21, 2008,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 10.43
percentage points from the previous week, the Journal relates.

The syndicated loan matures on April 12, 2012, and Avis pays 125
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's Ba1 rating and Standard & Poor's BB rating.

On April 19, 2006, Avis Budget Holdings, LLC and Avis Budget Car
Rental, LLC entered into a $2.375 billion Credit Agreement with
JPMorgan Chase Bank, N.A., as Administrative Agent, Deutsche Bank
Securities Inc., as Syndication Agent, Bank of America, N.A.,
Calyon New York Branch and Citicorp USA, Inc., as Documentation
Agents, Wachovia Bank, National Association, as Co-Documentation
Agent, and a syndicate of lenders, consisting of (i) a $1.5
billion 5-year revolving credit facility and (ii) an $875 million
6-year term loan.  The facilities are guaranteed by Avis Budget
Holdings, LLC, the direct parent company of Avis Budget Car
Rental, LLC, and certain subsidiaries of Avis Budget Car Rental,
LLC. The facilities also are secured by a first perfected priority
lien in substantially all of Avis Budget Car Rental, LLC's
intellectual property and all of the capital stock of certain of
its direct and indirect subsidiaries.

In the event that the credit ratings assigned to Avis by
nationally recognized debt rating agencies are downgraded as set
forth in the Credit Agreement, the interest rate and facility fees
relating to the borrowings under the revolving credit facility are
subject to incremental upward adjustments.  The Credit Agreement
also provides the committed capacity to issue $1.5 billion in
letters of credit. The Credit Agreement requires Avis to maintain
a consolidated leverage ratio of less than 5.5 to 1.00, decreasing
over time to 4.00 to 1.00, and a consolidated interest coverage
ratio of more than 2.25 to 1.00, increasing over time to 3.00 to
1.00.

As of September 30, 2008, the floating rate term loan bears
interest at three month LIBOR plus 125 basis points.  The floating
rate term loan and the revolving credit facility are secured by
pledges of all of the capital stock of substantially all of the
company's direct or indirect domestic subsidiaries and up to 66%
of the capital stock of each direct foreign subsidiary, subject to
certain exceptions, and liens on substantially all of the
company's intellectual property.

A full-text copy of the April 2006 Credit Agreement is available
at no charge at:

              http://ResearchArchives.com/t/s?3514

Bank debt of other companies in the auto industry are also being
sold at substantial discount, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.

Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 34.40 cents-on-the-
dollar during the week ended November 21, 2008.  This represents a
drop of 11.40 percentage points from the previous week, the
Journal relates.  The syndicated loan matures on Dec. 15, 2013,
and Ford pays 300 basis points over LIBOR to borrow under the
facility.  The bank loan is unrated.

Meanwhile, participations in a syndicated loan under which General
Motors Corp. is a borrower traded in the secondary market at 35.33
cents-on-the-dollar during the week ended November 21, 2008.
This represents a drop of 10.52 percentage points from the
previous week, the Journal relates.  The syndicated loan matures
on Nov. 27, 2013, and GM pays 275 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B1
rating and Standard & Poor's B rating.

Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 56.57 cents-on-the-
dollar during the same period.  This represents a drop of 7.54
percentage points from the previous week, the Journal relates.
The syndicated loan matures on March 29, 2012, and Lear pays 250
basis points over LIBOR to borrow under the facility.  The bank
loan is unrated.

Based in Parsippany, New Jersey, Avis Budget Group, Inc. provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.


BEAR STEARNS TRUST: S&P Junks Rating on 2002-TOP8's Class N Cert.
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Trust 2002-TOP8.
Concurrently, S&P lowered its rating on one class and affirmed its
ratings on 13 other classes from this series.

The upgrades are due to increased credit enhancement levels
resulting from a 13% reduction in the mortgage pool balance since
issuance, as well as the defeasance of the collateral securing 24%
($177.9 million) of the pool.  The affirmations reflect credit
enhancement levels that provide adequate support through various
stress scenarios.

The downgrade reflects credit concerns with three of the four
loans in the pool that have reported debt service coverage (DSC)
below 1.0x.

As of the Nov. 17, 2008, remittance report, the trust collateral
consisted of 118 loans with an aggregate principal balance of
$736.9 million, compared with 120 loans totaling $842.2 million at
issuance.  The master servicer, Wells Fargo Bank N.A., reported
financial information for 98% of the loans in the pool, excluding
the defeased loans.  Eighty-eight percent of the servicer-reported
information was year-end 2007 data.  Based on this information,
Standard & Poor's calculated a weighted average DSC of 1.87x, up
from 1.68x at issuance.  All of the loans in the trust are
current, and no loans are with the special servicer.  The trust
has incurred one loss totaling $3.2 million to date.

The top 10 exposures secured by real estate have an aggregate
principal balance of $192.8 million (26%) and a weighted average
DSC of 1.92x, up from 1.75x at issuance.  Standard & Poor's
reviewed the property inspection reports provided by Wells Fargo
for the assets underlying the top 10 exposures, which
characterized the properties as "good" or "excellent."

The credit characteristics for three loans were consistent with
those of investment-grade rated obligations at issuance.  These
loans continue to retain their credit characteristics.  Details
are:

  -- The Flushing Plaza loan, the second-largest exposure in the
     pool ($28.6 million, 4%), is secured by a 243,100-sq.-ft.
     class B office building in Flushing, New York Wells Fargo
     reported a 1.79x DSC for the six months ended June 30, 2008,
     and 89% occupancy as of July 2008.  Although the average base
     rents at the property have risen 31% since issuance,
     occupancy has declined and operating expenses have increased.
     This caused net cash flow and S&P's resulting valuation to
     decline 19% since issuance.  Despite the decline, the loan
     continued to exhibit credit characteristics consistent with
     those of investment-grade rated obligations.

  -- The Princeton Shopping Center loan, the fourth-largest
     exposure in the pool ($18.5 million, 3%), is secured by a
     228,700-sq.-ft. open-air community shopping center in
     Princeton, New Jersey.  The master servicer reported a 2.09x
     DSC for the six months ended June 30, 2008, and 97% occupancy
     as of September 2008.  S&P's adjusted valuation is comparable
     to its level at issuance.

  -- The TriQuest Business Center loan, the seventh-largest
     exposure in the pool ($13.0 million, 2%), is secured by 12
     industrial/flex buildings totaling 205,100 sq. ft. in Irvine,
     California.  Wells Fargo reported a 2.16x DSC and 93%
     occupancy for the six months ended June 30, 2008.  Standard &
     Poor's valuation is comparable to its level at issuance.

Four loans in the pool, totaling $6.6 million (1%), have reported
DSCs below 1.0x.  These loans have an average balance of
$1.7 million and have experienced a weighted average decline in
DSC of 84% since issuance.  The loans are secured by office,
retail, multifamily, and other properties.  With the exception of
a $0.9 million loan secured by a land parcel, Standard & Poor's
has credit concerns with three of these loans, which S&P stressed
accordingly in S&P's analysis.  The properties securing the three
loans have experienced a decline in NCF due to low occupancies.
All three loans appear on the master servicer's watchlist.

Wells Fargo reported a watchlist of eight loans totaling
$42.7 million (6%).  The largest and second-largest loans on the
watchlist are the St. Andrews Apartments -- Phase II ($11.1
million, 1.5%) and the St. Andrews Apartments -- Phase I loans
($10.7 million, 1.5%).  Each loan is secured by a 236-unit garden-
style apartment complex in Pearland, Texas.  Both loans appear
on the master servicer's watchlist because the multifamily
properties sustained substantial roof damage from Hurricane Ike,
and the borrowers are waiting for the insurance adjuster to assess
an estimate of the damage costs.  Wells Fargo reported a combined
DSC of 1.47x and 90% occupancy for the six months ended June 30,
2008.  The remaining loans are on the watchlist due to declines in
DSC since issuance, low occupancy, and/or upcoming lease rolls.

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

                    Ratings Raised

  Bear Stearns Commercial Mortgage Securities Trust 2002-TOP8
      Commercial mortgage pass-through certificates

                        Rating
                        ------
     Class         To           From     Credit enhancement
     -----         --           ----     ------------------
     C             A+           A                   8.28%
     D             A            A-                  6.99%

                    Rating Lowered

  Bear Stearns Commercial Mortgage Securities Trust 2002-TOP8
      Commercial mortgage pass-through certificates

                        Rating
                        ------
     Class         To           From     Credit enhancement
     -----         --           ----     ------------------
     N             CCC+         B-                  0.71%

                   Ratings Affirmed

  Bear Stearns Commercial Mortgage Securities Trust 2002-TOP8
       Commercial mortgage pass-through certificates

           Class         Rating     Credit enhancement
           -----         ------     ------------------
           A-1           AAA                 15.56%
           A-2           AAA                 15.56%
           B             AA+                 12.13%
           E             BBB+                 5.42%
           F             BBB                  4.56%
           G             BBB-                 3.99%
           H             BB+                  2.85%
           J             BB                   2.42%
           K             BB-                  1.85%
           L             B+                   1.42%
           M             B                    0.99%
           X-1           AAA                   N/A
           X-2           AAA                   N/A

                      N/A -- Not applicable.


BOSCOV'S INC: Court OKs Sale of All Assets to Family Group
----------------------------------------------------------
Boscov's Department Store LLC disclosed that the United States
Bankruptcy Court for the District of Delaware has approved the
company's agreement for the sale of substantially all of its
assets to a family group led by Albert Boscov and Edwin Lakin.
The transaction is expected to close shortly.

"This marks an important milestone in Boscov's restructuring and
more importantly for the future of our Company," said Ken Lakin,
chairman and CEO.  "Working with the Boscov/Lakin families and
supported by the Official Creditors' Committee and our lenders, we
were able to complete an agreement that maximizes the value of our
business and allows us to move forward with a solid financial base
to establish a stronger and more competitive business."

"Boscov's ability to reach this point in our restructuring, in
the face of an economic recession and one of the most challenging
periods the retail sector has ever encountered, is a testament to
the hard work and commitment of our co-workers, the loyalty and
encouragement of our customers and the support and belief in our
Company among the vendor community," added Mr. Lakin.  "We now
look forward to building on our nearly 100-year tradition of
providing a friendly, local place to shop with brand names, great
values and superior service."

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)


BPI ENERGY: NYSE Alternext Suspends Trading of Common Stock
-----------------------------------------------------------
BPI Energy Holdings, Inc., received notification from the NYSE
Alternext US LLC that the company no longer complies with one or
more of the Exchange's continued listing standards and that its
securities are, therefore, subject to being delisted from the
Exchange.  The Exchange halted trading in BPI's common stock on
Nov. 6, 2008.

The notice specifically indicates that BPI is in violation of the
NYSE Alternext US company Guide Section 1003(a)(iv) in that it
has sustained losses which are so substantial in relation to its
overall operations or its existing financial resources, or its
financial condition has become so impaired that it appears
questionable, in the opinion of the Exchange, as to whether the
company will be able to continue operations and/or meet its
obligations as they mature.  Moreover, based on the press release
issued on Oct. 30, 2008, stating that it is currently insolvent
and given the current market value of the company's common stock,
pursuant to Section 1003(c)(3) of the company Guide the Exchange
will normally consider suspending dealings in, or removing from
the list securities, of an issuer whenever advice has been
received, deemed by the Exchange to be authoritative, that the
security is without value.  The notice also cited the company's
SEC disclosure that it was unable to file its Annual Report on
Form 10-K for the year ended July 31, 2008, when due, and the
extension period afforded by filing Form 12b-25 ended on
Nov. 13, 2008.  The timely filing of such reports is a condition
for the company's continued listing on the Exchange, as required
by Sections 134 and 1101 of the company Guide.

BPI is evaluating its option to appeal this determination and
request a hearing before a committee of the Exchange to present a
plan to regain compliance with NYSE Alternext US listing
standards; however, there can be no assurance that the company's
request for continued listing will be granted.

                  About BPI Energy Holdings, Inc.

BPI Energy Holdings, Inc. (AMEX:BPG) -- http://www.bpi-energy.com/
-- is an independent energy company engaged in the exploration,
production and commercial sale of coalbed methane in the Illinois
Basin, which covers approximately 60,000 square miles in Illinois,
southwestern Indiana and northwestern Kentucky.  The company
controls a large CBM position in the Illinois Basin at
approximately 534,280 acres.


BRIAN AND MEJA TUTTLE: May Employ Furr and Cohen as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
granted Brian R. Tuttle and Merja A. Tuttle permission to employ
Robert C. Furr, Esq. and the law firm of Furr and Cohen, P.A. as
counsel, nunc pro tunc to Oct. 15, 2008.

As the Tuttles' counsel, Robert C. Furr, Esq. and the law firm of
Furr and Cohen, P.A. are expected to, among others, give advice
with respect to the Debtors' powers and duties as debtors-in-
possession and the continued management of their business
operations, and represent the Debtors in negotiation with their
creditors in the preparation of a plan.

Robert C. Furr, Esq., an attorney at Furr and Cohen, P.A., assured
the Court that the firm does not represent any interest adverse to
the Debtors and their estates, and are "disinterested persons" as
required by Sec. 327(a) of the Bankruptcy Code.  Robert C. Furr
serves as a Panel Trustee in the Southern District of Florida in
Chapter 7, Chapter 12 and Chapter 11 cases.

Mr. Furr further told the Court that there are no pre-petition
fees due to Furr and Cohen and that the firm received $10,000 from
Brian R. Tuttle to represent Brian R. Tuttle, Merja A. Tuttle,
Tuttle Land Holding Corp. and TLH-BOS Corp. at mediation with
Gibraltar Private Bank & Trust Company.  In addition, the firm
also received a retainer in the amount of $40,000 from Brian R.
Tuttle to file this Chapter 11 proceeding and two related Chapter
11 proceedings of related entities, Tuttle Land Holding Corp. and
TLH-BOS Corp.

Mr. Furr did not provide a schedule of Furr and Cohen's
professional fees.

Brian R. Tuttle and Merja A. Tuttle of West Palm Beach, Florida,
are real estate developers.  They filed for chapter 11 bankruptcy
on October 15, 2008, before the U.S. Bankruptcy Court for the
Southern District of Florida (Case No. 08-25253).  Debtor-
affiliates that filed separate Chapter 11 petitions are Tuttle
Land Holding Corp. (Case No. 08-25255) and TLH-BOS Corp. Hyman
(Case No. 08-25256).  Judge Paul G. Hyman Jr. presides over the
case.  Robert C. Furr, Esq., at Furr & Cohen, serves as the
Debtors' bankruptcy counsel.  In their schedules, the Debtors
listed total assets of $69,338,910 and total debts of $23,605,666.

On October 15, 2008, the Tuttles filed with the Court a chapter 11
statement of current monthly income, disclosing $18,333 in total
current monthly income, including $14,000 net monthly income from
business operations.


BRIAN AND MEJA TUTTLE: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Brian R. Tuttle and Merja A. Tuttle filed with the U.S. Bankruptcy
Court for the Southern District of Florida, its schedules of
assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                 $5,550,000
  B. Personal Property            $63,788,910
  C. Property Claimed as
     Exempt
  D. Creditors Holding                             $4,741,568
     Secured Claims
  E. Creditors Holding                               $529,480
     Unsecured Priority
     Claims
  F. Creditors Holding                            $18,334,617
     Unsecured Non-priority
     Claims
                                  -----------     -----------
     TOTAL                        $69,338,910     $23,605,666

Brian R. Tuttle and Merja A. Tuttle of West Palm Beach, Florida,
are real estate developers.  They filed for chapter 11 bankruptcy
on October 15, 2008, before the U.S. Bankruptcy Court for the
Southern District of Florida (Case No. 08-25253).  Debtor-
affiliates that filed separate Chapter 11 petitions are Tuttle
Land Holding Corp. (Case No. 08-25255) and TLH-BOS Corp. Hyman
(Case No. 08-25256).  Judge Paul G. Hyman Jr. presides over the
case.  Robert C. Furr, Esq., at Furr & Cohen, serves as the
Debtors' bankruptcy counsel.

On October 15, 2008, the Tuttles filed with the Court a chapter 11
statement of current monthly income, disclosing $18,333 in total
current monthly income, including $14,000 net monthly income from
business operations.


BROADAX REALTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Broadax Realty, Inc.
        318 West 113th Street
        New York, NY 10026

Case No.: 08-14615

Petition Date: November 20, 2008

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Joseph Fleming, Esq.
                  116 John St., Suite 2830
                  New York, NY 10038
                  212-385-8036

Total Assets: $3,220,370

Total Debts:  $2,250,000

The Debtor did not identify any unsecured creditor in its
schedules of assets and liabilities.


BUILDING MATERIALS: Housing Downturn Cues S&P's Rating Cut to CCC
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on San Francisco-based Building
Materials Holding Corp. to 'CCC' from 'CCC+'.

At the same time, S&P removed all ratings from CreditWatch, where
they were placed with negative implications on July 30, 2008.  The
outlook is negative.

The recovery rating on the company's first-lien bank credit
facilities is unchanged at '4', which indicates its expectation
for average (30% to 50%) recovery in the event of a payment
default.

"The lower ratings reflect S&P's concerns that weak economic
conditions in the U.S. and the ongoing housing downturn will
significantly erode the company's end-market demand, credit
measures, and liquidity over the next several quarters," said
Standard & Poor's credit analyst Andy Sookram.

Financial covenants under BMHC's recently amended credit facility
include monthly minimum levels of EBITDA.  Given S&P's expectation
that 2009 will be challenging for residential construction, S&P
believes operating performance will likely weaken further during
this period, which could likely necessitate further bank facility
waivers and/or amendments.  S&P also believes that cash flow will
weaken significantly, diminishing the company's liquidity
position.

The rating on BMHC reflects the company's high debt leverage,
participation in the cyclical residential construction and
building materials supply markets, susceptibility to wood products
prices, and concentration of revenues from national homebuilders.
BMHC's operating performance is vulnerable to fluctuations in
volume, selling prices for commodity wood products, and
unfavorable weather conditions.  The company's operating margin,
before depreciation and amortization, declined to negative 2.5%
for the 12 months ended Sept. 30, 2008, from positive 4.9% for the
year-earlier period because of a significant decline in new
residential construction and increasingly competitive market
conditions.  Although BMHC has made some progress in lowering its
cost structure, the company is still highly dependent on housing
starts, which are likely to remain depressed over the next several
quarters because of tight credit markets and weak economic
conditions in the U.S.  As a result, S&P believes profit margins
will be below current levels, which could necessitate further
waivers and/or amendments under its bank credit facility.


CALIFORNIA STEEL: Moody's Reviews Low-B Ratings For Possible Cuts
-----------------------------------------------------------------
Moody's placed California Steel's Ba2 corporate family rating, Ba2
probability of default rating, and Ba3 (LGD 5; 71%) senior
unsecured note rating under review for possible downgrade.

The review stems from concerns about pressures in the steel
industry and the potential impact on CSI's operating and financial
profile.  In Moody's opinion, CSI's available liquidity may
decline in the future due to deteriorating business conditions
amidst a high cost slab inventory built up during the third
quarter.  Over 50% of CSI's sales are tied to the construction
industry, which, in Moody's opinion, is likely to remain
challenged for the foreseeable future though this is partially
offset by strength in the pipe business.  While the company has
successfully adapted to changing conditions in the past, Moody's
is concerned that the financial profile may be pressured over the
next 12-18 months beyond levels appropriate for the Ba2 rating.

Moreover, Moody's believes that there could be pressure on the
company's tangible net worth covenant due to the possibility of
inventory impairments given the rapidly declining price of slab.

The review will focus on (i) CSI's ability to respond to rapidly
changing market conditions, (ii) the impact of any potential
inventory write-downs, and (iii) the company's liquidity profile
including the potential role of its shareholders.

Ratings placed under review for possible downgrade include:

  -- Ba2 Corporate Family Rating
  -- Ba2 Probability of Default Rating
  -- Ba3 senior unsecured note rating (LGD 5; 71%)

Moody's previous rating action was to downgrade the senior
unsecured note rating of California Steel in September of 2006.
With revenues of approximately $1.2 billion in 2007, CSI is a
leading producer of flat rolled steel in the western U.S. based on
tonnage billed.  CSI does not produce raw steel but rather
processes steel slab manufactured by third parties.  The company
is 50% owned by JFE Steel and 50% owned by Rio Doce, a subsidiary
of Vale.  The company is headquartered in Fontana, California.


CBA COMMERCIAL: Moody's Downgrades Ratings on Eight Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes
of CBA Commercial Assets, LLC, Small Balance Commercial Mortgage
Pass-Through Certificates, Series 2007-1:

  -- Class A, $101,938,255, downgraded to Aa1 from Aaa
  -- Class X-1, Notional, downgraded to Aa1 from Aaa
  -- Class M-1, $3,509,000, downgraded to Aa3 from Aa2
  -- Class M-2, $3,669,000, downgraded to Baa1 from A2
  -- Class M-3, $2,233,000, downgraded to Baa3 from Baa1
  -- Class M-4, $1,436,000, downgraded to Ba2 from Baa2
  -- Class M-5, $1,755,000, downgraded to B1 from Baa3
  -- Class M-6, $1,276,000, downgraded to B3 from Ba1

Moody's downgraded Classes A, X-1, M-1, M-2, M-3, M-4, M-5 and M-6
due to anticipated losses from specially serviced loans.

As of the Oct. 27, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 5% to
$121.1 million from $127.6 million at securitization.  The
Certificates are collateralized by 224 mortgage loans with an
average loan size of approximately $541,000.  The top 10 loans
represent 20% of the pool.

No loans have been liquidated since securitization.  There are 27
loans, representing 12% of the pool, currently in special
servicing.  Fifteen of these loans, representing 7% of the pool,
are in the process of foreclosure or are real estate owned.
Moody's is currently estimating an aggregate $3.2 million loss
from all the specially serviced loans.  Eight loans, representing
2.4% of the pool, are on the servicer's watchlist.  Moody's was
not provided with updated financial information for the pool and
accordingly has not estimated an overall loan to value ratio.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a press release dated April 7, 2008.
Moody's has published rating methodologies outlining Moody's
analytical approach to surveillance and Moody's approach to rating
small balance commercial transactions.  In addition, Moody's has
published numerous articles outlining Moody's ratings approach to
the various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

* CMBS: Moody's Approach to Surveillance, Sept. 30, 2002 - this
  paper provides an overview of Moody's surveillance philosophy,
  an indication of what prompts a conduit review, how conduit and
  large loan monitoring is performed, and what Moody's objectives
  are with respect to post-closing requests and servicer reviews;

* CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
  Sept. 15, 2000 - this paper provides an overview of rating
  methodology and process with details on property level analysis,
  loan level analysis, legal and structural characteristics, and
  portfolio characteristics with supplementary information on
  legal issues, a research summary, helpful information for
  commercial real estate transactions, capitalization rates, and
  guidelines for capital reserves;

* CMBS: Moody's Approach to Small Commercial Real Estate Loans,
  Sept. 24, 1999 -- this paper discusses certain characteristics
  of small loans that differentiate them from conduit loans
  including higher interest rates, higher cap rates, tenant
  diversity, cash flow characteristics, market locations, re-
  leasing costs, replacement reserves, and owner-occupied and
  special use properties along with quality of information
  differences and how the characteristics and information quality
  shape Moody's rating approach; and

* CMBS: Moody's Approach to Small Loan Transactions, Dec. 15, 2004
  - this paper helps differentiate when a loan is CMBS, RMBS or
  ABS, discusses certain characteristics of small loans, speaks to
  delinquency rates by loan size and seasoning, and goes into
  Moody's Rating Approach based on the use of higher hurdle and
  cap rates, originator differentiation, the value of recourse,
  special purpose entities, floating rate penalties and the
  quality of information.


CBA COMMERCIAL: Moody's Downgrades Ratings on Four Note Classes
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
and affirmed three classes of CBA Commercial Assets, LLC, Small
Balance Commercial Mortgage Pass-Through Certificates, Series
2005-1:

  -- Class A, $87,843,400, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class M-1, $7,250,000 downgraded to A1 from Aa2
  -- Class M-2, $5,640,000, downgraded to Baa3 from A3
  -- Class M-3, $2,690,000, downgraded to Ba3 from Baa2
  -- Class M-4, $3,760,000, downgraded to B3 from Baa3

Moody's downgraded Classes M-1, M-2, M-3 and M-4 due to realized
and anticipated losses from specially serviced loans.

As of the Oct. 27, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 45%
to $118.2 million from $214.9 million at securitization.  The
Certificates are collateralized by 327 mortgage loans with an
average loan size of $326,000.  The top 10 loans represent 15% of
the pool.

Seventeen loans have been liquidated from the trust resulting in
an aggregate realized loss of approximately $4.3 million.  Classes
M-8 and M-9 have been entirely eliminated due to losses and Class
M-7 has experienced an aggregate loss of approximately
$1.3 million.  There are 62 loans, representing 19% of the pool,
currently in special servicing.  Moody's is currently estimating
an aggregate $8.7 million loss from the specially serviced loans.
Moody's has received limited current financial information for the
pool and accordingly has not estimated an overall loan to value
ratio.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a press release dated May 7, 2008.
Moody's has published rating methodologies outlining Moody's
analytical approach to surveillance and Moody's approach to rating
small balance commercial transactions.  In addition, Moody's has
published numerous articles outlining Moody's ratings approach to
the various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

* CMBS: Moody's Approach to Surveillance, Sept. 30, 2002 - this
  paper provides an overview of Moody's surveillance philosophy,
  an indication of what prompts a conduit review, how conduit and
  large loan monitoring is performed, and what Moody's objectives
  are with respect to post-closing requests and servicer reviews;

* CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
  Sept. 15, 2000 - this paper provides an overview of rating
  methodology and process with details on property level analysis,
  loan level analysis, legal and structural characteristics, and
  portfolio characteristics with supplementary information on
  legal issues, a research summary, helpful information for
  commercial real estate transactions, capitalization rates, and
  guidelines for capital reserves;

* CMBS: Moody's Approach to Small Commercial Real Estate Loans,
  Sept. 24, 1999 -- this paper discusses certain characteristics
  of small loans that differentiate them from conduit loans
  including higher interest rates, higher cap rates, tenant
  diversity, cash flow characteristics, market locations, re-
  leasing costs, replacement reserves, and owner-occupied and
  special use properties along with quality of information
  differences and how the characteristics and information quality
  shape Moody's rating approach; and

* CMBS: Moody's Approach to Small Loan Transactions, Dec. 15, 2004
  - this paper helps differentiate when a loan is CMBS, RMBS or
  ABS, discusses certain characteristics of small loans, speaks to
  delinquency rates by loan size and seasoning, and goes into
  Moody's Rating Approach based on the use of higher hurdle and
  cap rates, originator differentiation, the value of recourse,
  special purpose entities, floating rate penalties and the
  quality of information.


CHESAPEAKE CORP: S&P Pares Corporate Rating to 'SD' From 'CCC-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Richmond, Virginia-based Chesapeake Corp. to 'SD' from
'CCC-', which indicates a selective default.  At the same time,
S&P lowered its issue-level rating on Chesapeake's 10.375%
sterling-denominated subordinated notes due 2011 to 'D' from 'CC'.
S&P also affirmed the rating on the euro-denominated subordinated
notes at 'CC'.

"The ratings actions stem from S&P's assessment that the Nov. 15,
2008, coupon payment date on the sterling-denominated notes was
likely blocked from being paid by the secured lenders under
Chesapeake's $250 million revolving credit facility because of the
company's distressed financial situation, which was caused by weak
cash flows and high leverage," said Standard & Poor's credit
analyst Andy Sookram.

While a payment default has not occurred under the legal
provisions of the notes, Standard & Poor's considers a default to
have occurred when a payment related to an obligation is not made
-- even if a grace period exists -- when the nonpayment is a
function of the borrower being under financial stress, unless S&P
is confident that the payment will be made in full during the
grace period.

Chesapeake continues to review financial and strategic
alternatives, which potentially include recapitalization,
refinancing, restructuring, or reorganization of its obligations.


CIT MORTGAGE: Fitch Takes Rating Actions on Various Classes
-----------------------------------------------------------
Fitch Ratings publishes its ratings on CIT Mortgage Loan Trust
2007-1. Loss Coverage Ratios for each class are included with the
ratings:

  -- Class 1-A 'BBB'; Outlook Negative (LCR: 1.37);
  -- Class 2-A1 'AA'; Outlook Stable (LCR: 1.69);
  -- Class 2-A2 'A'; Outlook Stable (LCR: 1.49);
  -- Class 2-A3 'BBB'; Outlook Negative (LCR: 1.37);
  -- Class 1-M1 'BB'; Outlook Stable (LCR: 1.15);
  -- Class 2-M1 'BB'; Outlook Stable (LCR: 1.16);
  -- Class 1-M2 'B'; Outlook Stable (LCR: 1.06);
  -- Class 2-M2 'B'; Outlook Stable (LCR: 1.07);
  -- Class 1-M3 'CCC/DR1'; (LCR: 0.99);
  -- Class 2-M3 'CCC/DR1'; (LCR: 1.00);
  -- Class 1-M4 'CCC/DR1'; (LCR: 0.92);
  -- Class 2-M4 'CCC/DR1'; (LCR: 0.93);
  -- Class 1-M5 'CCC/DR1'; (LCR: 0.85);
  -- Class 2-M5 'CCC/DR1'; (LCR: 0.86);
  -- Class 1-M6 'CCC/DR1'; (LCR: 0.79);
  -- Class 2-M6 'CCC/DR1'; (LCR: 0.8);
  -- Class B1 'CC/DR3'; (LCR: 0.74);
  -- Class B2 'CC/DR3'; (LCR: 0.68);
  -- Class B3 'CC/DR3'; (LCR: 0.65).

Summary

  -- 60+ day Delinquency: 27.51%;
  -- Realized Losses to date (% of Original Balance): 0.78%;
  -- Expected Remaining Losses (% of Current Balance): 32.58%;
  -- Cumulative Expected Losses (% of Original Balance): 28.92%.


CITIGROUP INC: In Talks With Gov't to Create 'Bad Bank'
-------------------------------------------------------
Citigroup Inc. is in talks with the U.S. government for the
creation of a "bad bank," a structure that would house some of the
company's risky assets, David Enrich and Carrick Mollenkamp at The
Wall Street Journal report, citing people familiar with the
situation.

Citing people familiar with the matter, Bradley Keoun, Alison
Vekshin, and Christine Harper at Bloomberg News relate that
Citigroup Chief Financial Officer Gary Crittenden and Chief Risk
Officer Brian Leach are leading the negotiations with the
government.

The sources said that the structure would help Citigroup cleanse
its balance sheet of billions of dollars in "toxic assets," WSJ
relates.  The report says that the bad bank might take in assets
from Citigroup's off-balance-sheet units, which hold about
$1.23 trillion.  Investors, according to the report, have worried
that those assets -- some are tied to mortgages -- could cause
heavy losses if they are on Citigroup's balance sheet.  As of
Sept. 30, 2008, Citigroup has $2 trillion in loans, securities,
and other assets on its balance sheet, the report states.  A
source said that the bad bank would hold about $50 billion of
assets, WSJ reports.

Citigroup and the government are discussing a plan that calls for
the assets to remain at Citigroup, with the government agreeing to
assume losses beyond a specified amount, Bloomberg says, citing
sources.  The sources said that the holdings that may be
guaranteed are a portion of the $400 billion pile of mortgages,
bonds, auto loans, and corporate loans that Citigroup CEO Vikram
Pandit pledged in May 2008 to get rid of within three years.  The
amount to be covered under the plan is still under discussion, but
the talks are focused on $100 billion to $200 billion of the
assets, the report says, citing the sources.

Citing sources, David Enrich at WSJ relates that Citigroup has
been talking to Treasury Department and Federal Reserve officials
in recent days.  Citigroup, according to WSJ, hopes that the
government would express confidence in the company to help
reassure clients.  Citigroup thinks that even a small capital
infusion from the government would send a positive signal, the
report says.

CreditSights Inc. analyst David Hendler said in a report that the
Federal Deposit Insurance Corporation could provide loan-loss
support, or the U.S. Treasury could contribute money from the $700
billion Troubled Asset Relief Program passed by Congress in
October 2008, to help Citigroup.  According to WSJ, Citigroup
already received $25 billion from the government's Troubled Asset
Relief Program, boosting capital levels that the company, the
government, and many analysts believe are enough to absorb future
losses on loans and securities.  Sources said that government
officials have encouraged Citigroup to consider a range of
scenarios, and the firm hasn't made a formal request for
government financial assistance.

Christine Harper at Bloomberg News reports that the government
could intervene if Citigroup's depositors start to withdraw money.
Citigroup, according to the report, would be considered an
institution whose collapse could threaten the financial system.

      Goldman Sachs & Morgan Stanley May Want Citigroup

Citing CreditSights Inc., Goldman Sachs Group Inc. and Morgan
Stanley may want to acquire Citigroup, as Citigroup would
"significantly" add to the companies' earnings as long as the U.S.
government absorbed losses on the bank's assets.

CreditSights analyst David Hendler said in a report that the
potential buyer of Citigroup would be acquiring a significant
future earnings stream for a relatively low price, and "would
probably receive government support if it was needed."

According to Bloomberg, Goldman Sachs and Morgan Stanley have said
that they would consider acquisitions to help build their deposit
bases.

Bloomberg reports that CreditSights said that Citigroup's $2
trillion of assets would have to be booked by any acquirer at
current market values, translating into $100 billion of
writedowns.  The Federal Deposit Insurance Corp., says Bloomberg,
could provide loan-loss support or the U.S. Treasury could provide
funds from TARP.

              Won't Sell Assets; Stock Drops 20%

WSJ reports that Mr. Pandit said in a conference call that he
won't sell the Smith Barney brokerage unit or other pieces of the
company, even though its stock dropped 20% on Friday to a 16-year
low.

As reported in the Troubled Company Reporter on Nov. 21, 2008,
Citigroup executives started considering the possibility of
auctioning off assets of the company or even selling the whole
firm outright.

WSJ relates that Citigroup's board met on Friday morning to
discuss their options if the 60% stock-price drop continues this
week.  Citing people familiar with the matter, the report says
that executives haven't ruled out a possible sale or breakup of
Citigroup if there is no alternative.

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


COAST CFO: Moody's Cuts Ratings on 2006-2 Class D Notes to Ba1
--------------------------------------------------------------
Moody's Investors Service downgraded these debt securities issued
by Coast CFO 2006-2 Ltd.:

$250,000,000 Class A Secured Floating Rate Notes due 2013

  -- Current Rating: Aa1, on review for downgrade
  -- Prior Rating: Aaa, on review for downgrade

$40,000,000 Class B Secured Floating Rate Notes due 2013

  -- Current Rating: A1, on review for downgrade
  -- Prior Rating: Aa2, on review for downgrade

$15,000,000 Class C Secured Floating Rate Notes due 2013

  -- Current Rating: A2, on review for downgrade
  -- Prior Rating: A2, on review for downgrade

$45,000,000 Class D Secured Floating Rate Notes due 2013

  -- Current Rating: Ba1, on review for downgrade
  -- Prior Rating: Baa2, on review for downgrade

Originally rated on Dec. 18, 2006, Coast CFO 2006-2 Ltd. is a
collateralized fund obligation that is backed by equity interests
in a diversified fund of hedge funds.  The fund is managed by
Coast Asset Management LP.

The secured floating rate notes were put on review for possible
downgrade by Moody's on Oct. 28, 2008.  Rating action reflects
severe deterioration in the transaction's overcollateralization
level due to severe market conditions.


COAST CFO: Moody's Cuts Rating on 2006-1 Class D Notes to Ba1
-------------------------------------------------------------
Moody's Investors Service downgraded these debt securities issued
by Coast CFO 2006-1 Ltd.:

$300,000,000 Class A Secured Floating Rate Notes due 2013

  -- Current Rating: Aa1, on review for downgrade
  -- Prior Rating: Aaa, on review for downgrade

$46,000,000 Class B Secured Floating Rate Notes due 2013

  -- Current Rating: Aa3, on review for downgrade
  -- Prior Rating: Aa2, on review for downgrade

$20,000,000 Class C Secured Floating Rate Notes due 2013

  -- Current Rating: A2, on review for downgrade
  -- Prior Rating: A2, on review for downgrade

$54,000,000 Class D Secured Floating Rate Notes due 2013

  -- Current Rating: Ba1, on review for downgrade
  -- Prior Rating: Baa2, on review for downgrade

Originally rated on March 29, 2006, Coast CFO 2006-1 Ltd. is a
collateralized fund obligation that is backed by equity interests
in a diversified fund of hedge funds.  The fund is managed by
Coast Asset Management LP.

The secured floating rate notes were put on review for possible
downgrade by Moody's on Oct. 28, 2008.  Rating action reflects
severe deterioration in the transaction's overcollateralization
level due to severe market conditions.


COMMUNITY BANK: Georgia Bank Fails & FDIC Named as Receiver
-----------------------------------------------------------
The Community Bank, Loganville, Georgia, was closed on Friday,
November 21, 2008, by the Georgia Department of Banking and
Finance, and the Federal Deposit Insurance Corporation was named
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Bank of Essex, to assume
all of the deposits of The Community Bank.

The Community Bank's four branches will open on Monday,
November 24, 2008 as Bank of Essex.  Depositors of the failed bank
will automatically become depositors of Bank of Essex.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.

Over the weekend, customers of The Community Bank were able to
access their deposits by writing checks or using ATM or debit
cards.  Checks drawn on the bank will continue to be processed.
Loan customers should continue to make their payments as usual.

As of October 17, 2008, The Community Bank had total assets of
$681.0 million and total deposits of $611.4 million.  Bank of
Essex purchased approximately $84.4 million of The Community
Bank's assets, and paid the FDIC a premium of $3.2 million for the
right to assume the failed bank's deposits.  The FDIC will retain
the remaining assets for later disposition.

The transaction is the least costly resolution option, and the
FDIC estimates that the cost to its Deposit Insurance Fund will be
between $200 million and $240 million.  The Community Bank --
http://www.banktcb.com/-- is the 20th FDIC-insured institution to
be closed nationwide, and the third in Georgia, this year.

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system.  The
FDIC insures deposits at the nation's 8,451banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, monitoring and addressing risks to
which they are exposed.  The FDIC receives no federal tax dollars;
insured financial institutions fund its operations.


CONNORS BROTHERS: S&P Withdraws 'B+' Long-Term Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' long-term corporate credit rating, on Toronto-based
Connors Bros. Income Fund.

The rating action follows the acquisition of the company's
operating businesses by an affiliate of Centre Partners Management
LLC for C$8.50 per unit in cash (totaling about C$438 million),
plus the repayment of debt, for a total consideration of almost
C$675 million.


CONSTELLATION COPPER: Liquidity Woes May Prompt Bankruptcy Filing
-----------------------------------------------------------------
Constellation Copper Corporation reports that it has been delayed
in filing its interim financial statements for its third quarter
ended Sept. 30, 2008, and Management Discussion & Analysis related
thereto by the required filing date under applicable Canadian
securities laws, namely Nov. 14, 2008.

The delay is attributable to the uncertainty of reaching an
agreement with Jaguar Financial Corporation and Glencore
International AG pursuant to the letter of intent disclosed on
Sept. 3, 2008, and the status of the company's ongoing
negotiations with secured creditor Investec Bank (UK) Limited.

Consequently, the company does not know whether it will be able to
continue operating as a going concern, unless the relief requested
from Investec to cover critical operating and other expenses is
granted or another source of financing becomes available.  The
company may consider filing for legal protection from its
creditors in both Canada and the United States if cash liquidity
problems can not be resolved.

The company anticipates that it will be in a position to file its
Third Quarter Report by Jan. 14, 2009.  Until its Third Quarter
Report is filed, the company intends to satisfy the requirements
of the "alternate information guidelines" described in CSA Staff
Notice 57-603, including issuing bi-weekly default status reports.

As a result of this delay, Constellation management has asked the
securities regulatory authorities in each of the Provinces of
Canada to put in place a management cease trade order covering all
persons who are directors, officers or insiders of the company or
who have been directors, officers or insiders of Constellation
during the period that the financial statements are being
prepared.  If the company's Third Quarter Report is not
filed by Jan. 14, 2009, one or all of the authorities may impose
an issuer cease trade order against Constellation.

The company does not believe that it will be affected by this
aspect of the Notice because it anticipates that it will be in a
position to file its Third Quarter Report by Jan. 14, 2009.
The MCTO will remain in place until two full business days after
receipt by the authorities of all filings that the company is
required to make pursuant to applicable Canadian securities laws.

                   About Constellation Copper

Headquartered in Lakewood, Colorado, Constellation Copper
Corporation (CCU: TSX) -- http://www.constellationcopper.com/--
evaluates and develops mineral properties in the United States and
Mexico. The company holds its properties primarily through three
of its wholly owned subsidiaries, Lisbon Valley Mining Co. LLC,
Minera Terrazas S.A. de C.V. and San Javier del Cobre S.A. de C.V.
LVMC operates the Lisbon Valley copper mine, which comprises three
main deposits: Sentinel, Centennial and GTO, plus the Cashin
satellite deposit, with reserves and resources totaling +50
million tons and grading an average 0.48% copper. Minera Terrazas
holds the company's interest in the Terrazas zinc-copper project
located in north- central Mexico.  The property has a total
resource of 90 million tonnes grading 1.37% zinc and 0.32% copper
in two adjacent deposits. San Javier del Cobre S.A. de C.V. holds
the company's interest in the San Javier copper property located
in northwestern Mexico.


CONSTRUCTION RECYCLERS: Closes Biz, Files for Chapter 7
-------------------------------------------------------
David Frey at Aspen Daily News reports that Construction Recyclers
has closed and filed for Chapter 7.

Aspen Daily relates that Douglas Larson, the attorney for Grand
Junction, blamed the company's collapse on construction downturn
resulting due to financial crisis.  Construction Recyclers had
been struggling for years, but it was facing eviction when it
closed, the report says, citing Mr. Larson.  "The cash flow
diminished to such an extent they were unable to pay their rent,"
the report quoted Mr. Larson as saying.

According to Aspen Daily, an auction was planned for the remaining
holdings, but bankruptcy trustee Kevin Kubie said that the goods
may be turned over to the bank to sell.  The merchandise was worth
a fraction of what the business claimed, making it difficult to
reimburse creditors through an auction, Aspen Daily states, citing
Mr. Kubie.

Court documents indicate that Construction Recyclers has almost
450 creditors, most of them consignors with merchandise ranging
from $2 to $1,400.  Aspen Daily states that Construction Recyclers
owes about $12,000 in back rent, has a negative balance on its
bank account, and owes the Internal Revenue Service about $2,500
in withholding and unemployment taxes.

According to court documents, Construction Recyclers had about 335
items on consignment valued at almost $43,000, and 4,117 items out
of consignment, valued at $225,000.

                 About Construction Recyclers

Located in a metal warehouse on the north side of Carbondale,
Construction Recyclers, or Construction Junction, Robert and Susan
Kurk, of Glenwood Springs, purchased the consignment shop in 2002,
but four years later, Susan Kurk took it over in divorce
proceedings.


COVERS ETC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Covers, Etc., Inc.
        925 West Harris Road
        Arlington, TX 76001

Case No.: 08-45472

Petition Date: November 20, 2008

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Howard Marc Spector, Esq.
                  Howard Marc Spector, P.C.
                  12770 Coit Road
                  Banner Place, Suite 1100
                  Dallas, TX 75251
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380
                  Email: hspector@howardmarcspector.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its Chapter 11 petition.


CPW ACQUISITION: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: CPW Acquisition Corp.
        c/o Cecchi Gori Pictures
        11990 San Vicente Blvd., Suite 300
        Los Angeles, CA 90049

Bankruptcy Case No.: 08-14623

Chapter 11 Petition Date: November 20, 2008

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Kenneth M. Lewis, Esq.
                  klewis@rosenpc.com
                  Sanford P. Rosen & Associates, P.C.
                  747 Third Avenue
                  New York, NY 10017-2803
                  Tel: (212) 223-1100
                  Fax: (212) 223-1102

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
   ------                      ---------------   ------------
Fortress Credit Corp.          guaranty          $18,000,000
1345 Avenue of the Americas
New York, New York 10105

Bd of Mgr. Trump Int'l Hotel   common charges    $62,355
& Tower Condominium
One Central Park West
New York, New York 10023
Tel: (212) 299-1000

Loeb & Loeb LLP                legal services    $9,776
345 Park Avenue
New York, New York 10154
Tel: (212) 407-4000

Steven Landy & Associates PLLC legal services    $7,608

Zuber & Taillien LLP           legal services    $9,122

The petition was signed by CPW Acquisition secretary Claire C.
Ambrosio.


DBSI INC: TIC Investors Appoint Bridger Commercial as Advisor
-------------------------------------------------------------
Bridger Commercial Funding has been retained as an expert advisor
for certain Tenants-in-Common (TICs) who made investments in
commercial real estate properties sponsored by DBSI Inc.  Bridger
says that DBSI's Chapter 11 bankruptcy filing in Delaware on
Nov. 10, 2008, may impact over 8,300 investors.

Paul O'Rear, Senior Vice President of Bridger Commercial, stated,
"TIC investors that acquired interests in DBSI properties face
potentially severe financial and tax consequences as a result of
DBSI's bankruptcy.  Unfortunately, very significant investments
are at risk, and investors' tax deferral under Section 1031 of the
Internal Revenue Code may be in jeopardy under certain outcomes.
The financial and legal complexities of the DBSI TIC transactions
are significant, suggesting the best course is the retention of
qualified professionals to sort through it all."

With approximately 225 separate property transactions that DBSI
sponsored, Mr. O'Rear estimated that it will take months if not
years to resolve the issues that stem from DBSI's bankruptcy.

"We are very familiar with how tenants-in-common transactions are
structured, and are uniquely positioned to advise the DBSI TIC
investors on how to preserve their investment. Many members of
Bridger's professional staff are bank-trained workout specialists
with experience in managing over $1 billion in complex real estate
workouts," Mr. O'Rear added.

"In our view, there are two distinct advisors each DBSI TIC
investor should retain--counsel to represent the investor's legal
interests before the bankruptcy court, and a real estate advisor
with workout and TIC expertise to ensure that each property is
sound and remains operationally and financially viable while DBSI
is moved out of the picture," stated O'Rear.

Bridger has created a Web site and blog dedicated to DBSI
investors and the critical issues they face at
http://dbsiinvestorreport.blogspot.com/.

                     About Bridger Commercial

Bridger Commercial Funding offers an array of commercial real
estate funding options that help banks generate fee income,
enhance borrower relationships, and optimize commercial real
estate portfolio risk/return profiles.  The company also acts as
an advisor for loan trading through BankXchange -- the banking
industry's leading commercial real estate loan sale advisory
service.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. -- http://www.dbsi.com
-- operates a real estate company.  The company and 145 of its
affiliates filed for Chapter 11 protection on Nov. 10, 2008
(Bankr. D. Del. Lead Case No. 08-12687).  The Debtors proposed
Young Conaway Stargatt & Taylor LLP as its counsel.  Kurztman
CarsonConsultants LLC represents as the Debtors' notice claims and
balloting agent.  No Official Committee of Unsecured Creditors has
bee appointed in these cases to date.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million and $500 million each.


DEATH ROW: Hidden Asset Cues Ch. 11 Trustee to Defer Sales
----------------------------------------------------------
The Deal's Jamie Mason reports that that R. Todd Neilson, the
Chapter 11 Trustee of Death Row Records Inc., is asking the Hon.
Vincent Zurzolo of the United States Bankruptcy Court for the
Central District of California to defer the sale of the Debtor's
music-related assets.

According to the Deal, the Trustee proposed Jan. 5, 2009, as
deadline for interested parties to submit their offers for the
Debtor's assets and Jan. 12, 2009, as auction and sale hearing.
The Court originally set Nov. 24, 2008, as bid deadline, and
Dec. 9, 2008, as auction and sale hearing, source says.

The Trustee seeks to reschedule the sale after hidden assets of
the Debtors in Michigan were uncovered, Mr. Mason relates.  The
hidden assets includes unreleased tracks from the late Tupac
Shakur, Michel'le, Kurrupt, Magoo, Li'l Jon, Danny Boy and Petey
Pablo, he notes.

On Oct. 2, 2008, the Debtor's assets were handed over to the
Livingston County Sheriff's Department in Michigan after a person
related to a Debtor's former employee disclosed their location,
the report says.

Judge Zurzolo approved the Debtor's bidding procedures for its
assets on Oct. 28, 2008, Mr. Mason adds.

                          About Death Row

Headquartered in Compton, California, Death Row Records Inc.
-- http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq.,
at Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  R. Todd
Neilson serves as chapter 11 Trustee for the Debtors' estate.  The
U.S. Trustee for Region 17 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  The Committee selected
Pachulski Stang Ziehl & Jones as its counsel.  When the Debtors
filed for protection from their creditors, they listed total
assets of $1,500,000 and total debts of $119,794,000.


DENNY'S CORP: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B+' corporate
credit rating on Denny's Corp. (the parent of Denny's Holdings
Inc. and Denny's Inc.) and the 'BB' bank loan rating on Denny's
Inc.'s $350 million bank facility.  The '1' recovery rating on
Denny's Inc.'s bank facility remains unchanged, indicating the
expectation for very high (90%-100%) recovery in the event of a
payment default.  The outlook on Denny's Corp. is stable.

S&P said it lowered its rating on Denny's Holdings Inc.'s.
$175 million senior unsecured notes to 'B-' from 'B'.  S&P also
revised the recovery rating on this debt issue to '6' from '5',
indicating the expectation for negligible (0%-10%) recovery in the
event of a payment default.

"The action reflects Standard & Poor's lower enterprise valuation
due to weaker prospects for the casual-dining segment of the
restaurant industry," said Standard & Poor's credit analyst
Mariola Borysiak.  As a result, S&P revised the valuation multiple
to 4x from 5x.


DENNY'S HOLDINGS: S&P Cuts Rating on $175MM Unsec. Notes to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Denny's Holdings Inc.'s. $175 million senior unsecured notes to
'B-' from 'B'.  S&P also revised the recovery rating on this debt
issue to '6' from '5', indicating the expectation for negligible
(0%-10%) recovery in the event of a payment default.

At the same time S&P affirmed the 'B+' corporate credit rating on
Denny's Corp. (the parent of Denny's Holdings Inc. and Denny's
Inc.) and the 'BB' bank loan rating on Denny's Inc.'s $350 million
bank facility.  The '1' recovery rating on Denny's Inc.'s bank
facility remains unchanged, indicating the expectation for very
high (90%-100%) recovery in the event of a payment default.  The
outlook on Denny's Corp. is stable.

"The action reflects Standard & Poor's lower enterprise valuation
due to weaker prospects for the casual-dining segment of the
restaurant industry," said Standard & Poor's credit analyst
Mariola Borysiak.  As a result, S&P revised the valuation multiple
to 4x from 5x.


DENNY'S INC: S&P Affirms 'BB' Bank Loan Rating on $350MM Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B+' corporate
credit rating on Denny's Corp. (the parent of Denny's Holdings
Inc. and Denny's Inc.) and the 'BB' bank loan rating on Denny's
Inc.'s $350 million bank facility.  The '1' recovery rating on
Denny's Inc.'s bank facility remains unchanged, indicating the
expectation for very high (90%-100%) recovery in the event of a
payment default.  The outlook on Denny's Corp. is stable.

S&P said it lowered its rating on Denny's Holdings Inc.'s.
$175 million senior unsecured notes to 'B-' from 'B'.  S&P also
revised the recovery rating on this debt issue to '6' from '5',
indicating the expectation for negligible (0%-10%) recovery in the
event of a payment default.

"The action reflects Standard & Poor's lower enterprise valuation
due to weaker prospects for the casual-dining segment of the
restaurant industry," said Standard & Poor's credit analyst
Mariola Borysiak.  As a result, S&P revised the valuation multiple
to 4x from 5x.


DOWNEY SAVINGS: Bank Fails & FDIC Arranges Takeover by U.S. Bank
----------------------------------------------------------------
U.S. Bank, National Association, Minneapolis, Minn., acquired the
banking operations, including all the deposits, of Downey Savings
and Loan Association, F.A., Newport Beach, Calif., and PFF Bank &
Trust, Pomona, Calif., in a transaction facilitated by the Federal
Deposit Insurance Corporation.

The combined 213 branches of the two organizations will reopen as
branches of U.S. Bank under their normal business hours, including
those with Saturday hours.  Depositors will automatically become
depositors of U.S. Bank. Deposits will continue to be insured by
the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.

Customers of both banks should continue to use their existing
branches until U.S. Bank can fully integrate the deposit records
of the organizations. Over the weekend, depositors can access
their money by writing checks or using ATM or debit cards.

As of September 30, 2008, Downey Savings had total assets of $12.8
billion and total deposits of $9.7 billion. PFF Bank had total
assets of $3.7 billion and total deposits of $2.4 billion. Besides
assuming all the deposits from the two California banks, U.S. Bank
will purchase virtually all their assets. The FDIC will retain any
remaining assets for later disposition.

The FDIC and U.S. Bank entered into a loss share transaction. U.S.
Bank will assume the first $1.6 billion of losses on the asset
pools covered under the loss share agreement, equal to the net
asset position at close. The FDIC will then share in any further
losses. Under the agreement, U.S. Bank will implement a loan
modification program similar to the one the FDIC announced in
August stemming from the failure of IndyMac Bank, F.S.B.,
Pasadena, CA.

The loss-sharing arrangement is expected to maximize returns on
the assets covered by keeping them in the private sector. The
agreement also is expected to minimize disruptions for loan
customers as they will maintain a banking relationship.

U.S. Bank currently has 353 offices in California. Downey Savings
and PFF Bank are not affiliated with each other. Downey Savings
has 170 branches in California and five in Arizona, and PFF Bank
has 38 branches in California.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) for Downey Savings will be $1.4 billion and $700 million for
PFF Bank. U.S. Bank's acquisition of all the deposits of the two
institutions was the "least costly" option for the FDIC's DIF
compared to alternatives.

These were the 21st and 22nd banks to fail in the nation this
year, and the fourth and fifth banks to close in California.  The
last bank to be closed in the state was Security Pacific Bank, Los
Angeles, on November 7, 2008.

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system. The
FDIC insures deposits at the nation's 8,451 banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, monitoring and addressing risks to
which they are exposed. The FDIC receives no federal tax dollars;
insured financial institutions fund its operations.


DUNKIN'S DIAMONDS: Will Close Four Stores in Ohio & Florida
-----------------------------------------------------------
Dan Eaton at Business First of Columbus reports that Dunkin's
Diamonds Inc. will close four of its 10 stores in Ohio and
Florida.

Business First relates that Dunkin's Diamonds filed for Chapter 11
protection Nov. 6, 2008, after three creditors filed for the
company's liquidation on Oct. 30, 2008.  Dunkin's Diamonds has $10
million to $50 million in assets and $10 million to $50 million in
liabilities, court documents say.  Business First says that
Webster Business Credit Corp. is Dunkin's Diamond's largest
creditor, with a $7 million claim.

Dunkin's Diamonds, says Business First, will close three of its
four Florida stores, leaving only its Fort Myers shop.  The report
states that the company will also close a store in Athens, and
will keep stores in these locations open:

     -- Columbus,
     -- Heath,
     -- Lancaster,
     -- New Philadelphia, and
     -- Lima.

According to Business First, Dunkin's Diamonds' co-owner Carney
Chavis said that Florida is the problem, adding, "The situation in
Florida is drastic.  We opened two stores in the last 18 months.
When we were planning them, things were booming at the time.  But
it's brought us to a situation where we can't carry them any
more."  The Florida stores were too large, about 5,000 square feet
each, and carried large amounts of inventory that couldn't be sold
when the real estate crisis and economic slowdown came, the report
states, citing Mr. Chavis.

Dunkin's Diamonds Inc. -- http://dunkinsdiamonds.com-- is a
jewelry company that started in Europe and has since grown into 10
locations in Ohio and Florida.  The company is owned by Carney
Chavis and Stuart Dunkin.


ERIE COUNTY: Berry Plastics Acquires Firm's Assets for $6.5MM
-------------------------------------------------------------
Berry Plastics Corporation has completed the acquisition of
certain assets of Erie County Plastics Corporation, a custom
injection molder of plastics packaging and components.  Erie
Plastics previously filed for bankruptcy protection on Sept. 29,
2008, and Berry Plastics was the successful bidder for the
majority of the assets of Erie Plastics including equipment,
inventory and other tangible and intangible assets.  Total
consideration was approximately $6.5 million which included
approximately $1.0 million of cash on hand at Erie Plastics and
approximately $1.8 million of accounts receivable that were
retained by the senior secured lenders.  The remaining $3.7
million was paid by Berry Plastics from available cash on hand.

Robert Weilminster, Vice President of Corporate Development for
Berry Plastics, stated, "Erie Plastics is a business with a long
respected history in plastic packaging.  The workforce has done an
outstanding job continuing the operations of the business during a
difficult time."

                       About Berry Plastics

Berry Plastics is a leading manufacturer and marketer of plastic
packaging products.  Berry Plastics is a major producer of a wide
range of products, including open top and closed top packaging,
polyethylene-based plastic films, industrial tapes, medical
specialties, packaging, heat-shrinkable coatings and specialty
laminates.  The company's 17,000 plus customers range from large
multinational corporations to small local businesses.  Based in
Evansville, Indiana, the company has 68 manufacturing facilities
worldwide and nearly 14,000 employees.

                         About Erie County

Headquartered in Corry, Pennsylvania, Erie County Plastics Corp.
-- <http://www.erieplastics.com/>http://www.erieplastics.com/--
makes custom injection molders
of plastics packaging and components including lids, closures and
vials.  The company filed for Chapter 11 relief on Sept.29, 2008
(Bankr. W.D. Pa. Case No. 08-11860).  Lawrence C. Bolla, Esq., at
Quinn Buseck Leemhuis Toohey & Kroto Inc. represents the Debtor as
counsel.  When the company filed for protection from its
creditors, it listed assets and debts of $10 million to
$50 million, and debts of $10 million to $50 million.


ESTATE FINANCIAL: Panel Taps Ezra Brutzkus as Counsel
-----------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Estate
Financial Inc.'s bankruptcy case asks the U.S. Bankruptcy Court
for the Central District of California for authority to employ
Ezra Brutzkus Gubner LLP as counsel, effective as of Oct. 23,
2008.

As the Committee's counsel, EBG will:

  a) advise the Committee on matters relating to the
     administration of the estate, and on the Committee's rights
     and remedies with regard to the estate's assets and the
     claims of secured and unsecured creditors;

  b) provide legal advice and guidance with respect to the powers,
     duties, rights and obligations of the Committee;

  c) assist the Committee in the review and supervision of the
     Debtor's business affairs; interfacing with representatives
     of the Debtor, United States Trustee's Office, the Trustee,
     the Fund Committee, the Fund Trustee and other parties-in-
     interest concerning all facets of the case, including without
     limitation, the proposed use of cash collateral, debtor-in-
     possession financing, the sale or disposition of assets,
     analysis and perhaps development of proposed plans of
     reorganization and disclosure statements;

  d) assist in the protection of assets of the estate;

  e) represent the Committee's interest in such matters, motions
     and legal proceedings as may come before this Court and in
     proceedings related thereto;

  f) assist in the preparation of such pleadings, applications,
     schedules, orders, memoranda and other documents as are
     required for the orderly administration of this estate and
     all ther legal documents as may be necessary and requested by
     the Committee; and

  g) perform other additional legal services as may be appropriate
     and requested by the Committee in the case.

Steven T. Gubner, a member at EBG, assures the Court that the firm
does not hold or represent any interest adverse to the Debtor, the
Trustee or the Debtor's estate.  To the best of the Committee's
knowledge, EBG is a disinterested party as that term is defined in
the Bankruptcy Code.

As compensation for their services, EBG's professionals currently
bill:

                               Hourly Rate
                               -----------
       Partner                  $400-$500
       Of Counsel                  $500
       Associate                $245-$400
       Paralegals               $195-$230
       Law Clerks                  $100

                      About Estate Financial

Five creditors of Paso Robles, California-based Estate Financial
Inc. -- http://www.estatefinancial.com/-- filed an involuntary
Chapter 11 petition against the real estate broker on June 25,
2008 (Bankr. C.D. Calif. Case Number 08-11457).  Petitioner Steve
Gardality asserted a claim of $6,269,768.  Estate Financial Inc.
consented to the bankruptcy filing on July 16, 2008.  Robert B.
Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C.
Beall, Esq., at Beall and Burkhardt, represent the Debtor as
counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen, was
appointed by the Court on July 23, 2008.  Brian D. Fittipaldi,
Esq., at the U.S. DOJ/Office of the U.S. Trustee, represents the
Chapter 11 trustee as counsel.  In its schedules, Estate Financial
listed total assets of $27,428,550, and total debts of $7,316,755.


ESTATE FINANCIAL: Trustees Want to Employ SJLM as Special Counsel
-----------------------------------------------------------------
Thomas P. Jeremiassen, the acting Chapter 11 trustee for the
bankruptcy estate of Estate Financial, Inc. (EFI), and Bradley D.
Sharp, the acting Chapter 11 trustee for the bankruptcy estate of
Estate Financial Mortgage Fund, LLC, have jointly requested the
U.S. Bankruptcy Court for the Central District of California for
authority to employ Sinsheimer Juhnke Lebens & McIvor, LLP, as
special counsel, effective Oct. 13, 2008.

The Trustees wish to employ SJLM as special counsel relating to
the collection and foreclosure of various obligations, the
investigation and pursuit of claims on behalf of EFI and the Fund
against third parties including former principals and affiliates
of EFI and the Fund, and such other legal matters as may be
appropriate.

The Trustees tell the Court that SJLM is particularly suited to
undertake this employment as it has been involved in the past 10
months in matters related to EFI and the Fund on behalf of other
clients of the firm, and has expended more than 300 hours
investigating EFI and the Fund and their principals, related
entities and agents.  During the course of its investigation, SJLM
also worked closely with various governmental agencies, and has
assisted these agencies with their ongoing investigations.

Specifically, as special counsel for the EFI Trustee and the Fund
Trustee, SJLM will:

  -- assist the Trustees with collection of the outstanding loans
     made by EFI and any guaranties, the servicing of the loans,
     and the foreclosure of any collateral for such loans which
     are in default;

  -- investigate prepetition transfers made by the Debtors and
     insiders of the Debtors to both insiders of the Debtors and
     others, investigate claims on behalf of EFI and the Fund
     against third parties including former principals and
     affiliates of EFI and the Fund, report the findings of such
     investigation to the Trustees, recommend possible actions
     based upon those findings; and

  -- perform other legal matters as may be requested by the
     Trustees.

Roger Frederickson, Esq. an attorney with the law firm of SJLM,
assures the Court that SJLM does not hold or represent any
interest adverse to the Debtors or the estates concerning the
matters for which it is being engaged.

SJLM's professionals currently bill:

                                          Hourly Rate
                                          -----------
     David A. Juhnke, Partner                $310
     Roger B. Frederickson, Associate        $285
     Joshua W. Martin, Associate             $195
     Gina D. Axson, Paralegal                $130

                      About Estate Financial

Five creditors of Paso Robles, California-based Estate Financial
Inc. -- http://www.estatefinancial.com/-- filed an involuntary
Chapter 11 petition against the real estate broker on June 25,
2008 (Bankr. C.D. Calif. Case Number 08-11457).  Petitioner Steve
Gardality asserted a claim of $6,269,768.  Estate Financial Inc.
consented to the bankruptcy filing on July 16, 2008.  Robert B.
Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C.
Beall, Esq., at Beall and Burkhardt, represent the Debtor as
counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen, was
appointed by the Court on July 23, 2008.  Brian D. Fittipaldi,
Esq., at the U.S. DOJ/Office of the U.S. Trustee, represents the
Chapter 11 trustee as counsel.  Robyn B. Sokol, Esq., and Steven
T. Gubner, Esq., at Ezra Brutzkus & Gubner, represents the
Official Committee of Unsecured Creditors as counsel.  In its
schedules, Estate Financial listed total assets of $27,428,550,
and total debts of $7,316,755.

                 About Estate Financial Mortgage

Paso Robles, California-based Estate Financial Mortgage Fund, LLC,
filed for Chapter 11 protection on July 1, 2008 (Bankr. C.D. Ca.
Case No. 08-11535).  Lewis R. Landau, Esq., at Calabasas,
California, represents the Debtor as counsel.  Bradley D. Sharp
was appointed as Chapter 11 trustee.  David M. Poitras, Esq.,
Joseph A. Eisenberg, Esq., and Thomas M. Geher, Esq., at Jeffer
Mangels Butler & Marmaro LLP, represent the Chapter 11 trustee as
counsel.  In its schedules, Estate Financial Mortgage Fund, LLC
listed assets of $19,620,404 and debts of $34,167.


ESTATE MORTGAGE: Trustees Want to Employ SJLM as Special Counsel
----------------------------------------------------------------
Thomas P. Jeremiassen, the acting Chapter 11 trustee for the
bankruptcy estate of Estate Financial, Inc. (EFI), and Bradley D.
Sharp, the acting Chapter 11 trustee for the bankruptcy estate of
Estate Financial Mortgage Fund, LLC (the Fund), have jointly
requested the U.S. Bankruptcy Court for the Central District of
California for authority to employ Sinsheimer Juhnke Lebens &
McIvor, LLP, as special counsel, effective Oct. 13, 2008.

The Trustees wish to employ SJLM as special counsel relating to
the collection and foreclosure of various obligations, the
investigation and pursuit of claims on behalf of EFI and the Fund
against third parties including former principals and affiliates
of EFI and the Fund, and such other legal matters as may be
appropriate.

The Trustees tell the Court that SJLM is particularly suited to
undertake this employment as it has been involved in the past 10
months in matters related to EFI and the Fund on behalf of other
clients of the firm, and has expended more than 300 hours
investigating EFI and the Fund and their principals, related
entities and agents.  During the course of its investigation, SJLM
also worked closely with various governmental agencies, and has
assisted these agencies with their ongoing investigations.

Specifically, as special counsel for the EFI Trustee and the Fund
Trustee, SJLM will:

  -- assist the Trustees with collection of the outstanding loans
     made by EFI and any guaranties, the servicing of the loans,
     and the foreclosure of any collateral for the loans which
     are in default;

  -- investigate prepetition transfers made by the Debtors and
     insiders of the Debtors to both insiders of the Debtors and
     others, investigate claims on behalf of EFI and the Fund
     against third parties including former principals and
     affiliates of EFI and the Fund, report the findings of such
     investigation to the Trustees, recommend possible actions
     based upon those findings; and

  -- perform other legal matters as may be requested by the
     Trustees.

Roger Frederickson, Esq., an attorney with the law firm of SJLM,
assures the Court that SJLM does not hold or represent any
interest adverse to the Debtors or the estates concerning the
matters for which it is being engaged.

SJLM's professionals currently bill:

                                          Hourly Rate
                                          -----------
     David A. Juhnke, Partner                $310
     Roger B. Frederickson, Associate        $285
     Joshua W. Martin, Associate             $195
     Gina D. Axson, Paralegal                $130

                      About Estate Financial

Five creditors of Paso Robles, California-based Estate Financial
Inc. -- http://www.estatefinancial.com/-- filed an involuntary
Chapter 11 petition against the real estate broker on June 25,
2008 (Bankr. C.D. Calif. Case Number 08-11457).  Petitioner Steve
Gardality asserted a claim of $6,269,768.  Estate Financial Inc.
consented to the bankruptcy filing on July 16, 2008.  Robert B.
Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C.
Beall, Esq., at Beall and Burkhardt, represent the Debtor as
counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen, was
appointed by the Court on July 23, 2008.  Brian D. Fittipaldi,
Esq., at the U.S. DOJ/Office of the U.S. Trustee, represents the
Chapter 11 trustee as counsel.  Robyn B. Sokol, Esq., and Steven
T. Gubner, Esq., at Ezra Brutzkus & Gubner, represents the
Official Committee of Unsecured Creditors as counsel.  In its
schedules, Estate Financial listed total assets of $27,428,550,
and total debts of $7,316,755.

                 About Estate Financial Mortgage

Paso Robles, California-based Estate Financial Mortgage Fund, LLC,
filed for Chapter 11 protection on July 1, 2008 (Bankr. C.D. Ca.
Case No. 08-11535).  Lewis R. Landau, Esq., at Calabasas,
California, represents the Debtor as counsel.  Bradley D. Sharp
was appointed as Chapter 11 trustee.  David M. Poitras, Esq.,
Joseph A. Eisenberg, Esq., and Thomas M. Geher, Esq., at Jeffer
Mangels Butler & Marmaro LLP, represent the Chapter 11 trustee as
counsel.  In its schedules, Estate Financial Mortgage Fund, LLC
listed assets of $19,620,404 and debts of $34,167.


FAIRCHILD SEMICONDUCTOR: Moody's Retains 'Ba3' Corporate Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Fairchild Semiconductor
Corporation's (a wholly owned subsidiary of Fairchild
Semiconductor International, Inc.) Ba3 corporate family rating and
SGL-1 speculative grade liquidity rating.  The ratings outlook was
revised to stable from positive.  Moody's also affirmed the Ba2
rating on the company's senior secured credit facilities.

The stabilization of the ratings outlook reflects the likely
contraction in Fairchild's sales and margins because of weak end-
market demand.  The company recently announced that it expects
sales to sequentially decline 16% to 21% for the December 2008
quarter.  However, the stable outlook is supported by Moody's
expectation that the company should maintain very good liquidity
throughout the near term and improved supply chain management, as
evidenced through previous cycles.

Despite the potential severity of the current global economic
downturn and Fairchild's exposure to weakening end-markets (such
as consumer, automotive, computing), the affirmation of the Ba3
corporate family rating is supported by Moody's expectation that
while maintaining very good liquidity, it can mitigate the impact
of declining sales on its margins, within a tolerable bandwidth,
through cost containment initiatives and continued emphasis on
working capital management.  In Moody's opinion, based on various
stress scenarios, the company should have the ability to sustain
credit metrics that are appropriate for the Ba3 ratings category
over the medium-term.  However, to the extent the company
experiences a decline in demand levels greater than Moody's
expectations, this could apply negative pressure to the ratings.

Moody's notes that Fairchild's end-market visibility is somewhat
limited given that a material portion of its products are sold
through distributors, many of whom are coping with reduced orders
and are trying to reduce inventories.  Additionally, the company's
exposure to the mature Standard Products business could constrain
gross margins, particularly if ASP's sharply decline.

These ratings were affirmed:

  -- Corporate family rating at Ba3;

  -- Probability-of-default rating at B1;

  -- $100 million senior secured revolving credit facility due
     2012 at Ba2 (LGD2, 27%);

  -- $515.8 million senior secured term loan due 2013 at Ba2
     (LGD2, 27%).

Fairchild's Ba3 corporate family rating continues to reflect the
company's moderate leverage, its favorable business profile as the
largest global supplier of power semiconductors, and significant
historical improvements in operating margins, but also considers
the highly competitive nature of the company's markets, ongoing
acquisition risk, and its exposure to softening end-markets.  As
such, Moody's will continue to monitor the company's business
strategy, the pricing environment, and its cost control efforts.
In Moody's opinion, Fairchild's liquidity position is very good
due to its large cash balance, favorable debt maturity profile,
expectations for positive cash flow, and capacity under its
revolving credit facility.

The last rating action for Fairchild occurred on May 2, 2008, when
Moody's affirmed the company's Ba3 corporate family rating and
SGL-1 speculative grade liquidity rating.

Fairchild Semiconductor Corporation, based in South Portland,
Maine, is the world's largest global supplier of power
semiconductors.  The company reported sales of approximately
$1.7 billion through the twelve months ended Sept. 28, 2008.


FANNIE MAE: Has Until November 26 to Cure NYSE Non-Compliance
-------------------------------------------------------------
Fannie Mae has been notified by the New York Stock Exchange about
its failure to satisfy one of the NYSE's standards for continued
listing of its common stock.

Fannie Mae said in a filing with the Securities and Exchange
Commission that NYSE advised that Fannie Mae 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 ending 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.
Fannie Mae is 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.

                        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.


FIRST AMERICAN: Blames Bankruptcy on Slowdown in Debt Payments
--------------------------------------------------------------
Fred O. Williams at The Buffalo News reports that First American
Recovery Services in Amherst said that slowdown in payments from
debtors led it to file for bankruptcy.

First American and three affiliates filed for Chapter 11
protection in the U.S. Bankruptcy Court in Buffalo this month,
reporting debts of up to $50 million, The Buffalo News states.

The Buffalo News relates that First American owns $500 million in
overdue accounts.  The report quoted First American's President
Mark F. Bohn as saying, "Consumers are really struggling."  Much
of First American's revenue comes from monthly payment plans
designed to wipe out debts over time, and "now, somebody paying an
amount over six or 12 months may take 24 or 36 months," the report
states, citing Mr. Bohn.

Mr. Bohn, according to The Buffalo News, said that prices for
items like food and fuel are dropping, but the period of high
costs over the last year has left many households tapped out.
First American, as a debt buyer, employs 12 to 15 local firms to
collect past-due amounts, supporting about 100 jobs in the region,
and the company has six direct workers in its office on Wehrle
Drive, the report says, citing Mr. Bohn.

The Buffalo News reports that First American said that its
bankruptcy filing was triggered when CapitalSource Finance LLC,
its biggest lender, shut off funding due to the financial crisis.

Court documents say that CapitalSource Finance said that First
American funneled money to outside companies while failing to make
its loan payments.  According to the documents, CapitalSource
Finance said that a First American entity "has made unauthorized
distributions" to outside companies, including a real estate and a
construction company.  The Buffalo News relates that CapitalSource
Finance tried to seize First American's cash to try to protect
$25 million in loans.

Citing Mr. Bohn, The Buffalo News reports that First American is
showing a profit for this year, and given time, it can make good
on its debts, because "our assets are greater than our
liabilities."

First American Recovery is a full service repossession company
specializing in collateral recovery.  It offers professional
services to financial institutions throughout North America.  It
provides 24 hour a day service with frequent status reports,
multiple secured storage facilities and state of art towing and
transportation services.  It also offers skip tracing,
liquidation, and remarketing services for a nominal fee.

First American is owned by Mark F. Bohn and Douglas J. Mackinnon.


FIRSTLIGHT HYDRO: Moody's Maintains 'Ba3' Senior Bonds' Rating
--------------------------------------------------------------
Moody's affirmed the Ba3 rating of FirstLight Hydro Generating
Company's senior secured first mortgage bonds and the B2 Corporate
Family Rating, B1 first lien and B3 second lien ratings for its
parent company FirstLight Power Resources, Inc.  In addition, the
short-term Speculative Grade Liquidity rating of FLP was upgraded
to SGL-2 from SGL-3.  The outlooks for both FLH and FLP remain
stable.

The affirmations consider the pending acquisition of 100% of the
common stock of FLP's ultimate parent FirstLight Power
Enterprises, Inc. by GDF Suez Energy North America (GDF NA:
unrated), a subsidiary of French energy company GDF Suez SA (GDF
Suez: Aa3 senior unsecured, stable).  FLPE is currently owned by
Energy Capital Partners, a private equity firm.

While Moody's views the pending acquisition as potentially
positive for FLP and FLH, particularly in light of Moody's
understanding of the potential for the development of operational
synergies within the GDF NA portfolio, Moody's notes that the debt
at FLP and FLH will remain non-recourse to GDF NA and GDF Suez,
and that, at least initially, all existing contractual
arrangements will remain in place; however, Moody's understands
that no additional debt will be incurred at either FLP or FLH as a
result of the transaction.  The affirmations are also reflective
of the company's exposure to merchant energy markets, the asset
concentration risk associated with its 1,080 MW Northfield
Mountain facility, its planned capital expenditure program, and
its high degree of financial leverage.

The upgrade to SGL -- 2 reflects improved cash flows and covenant
cushion resulting from the implementation of FLP's hedging
strategy for Northfield Mountain, a return to more normal
hydrology conditions, and lower operating costs.

The stable outlooks for FLP and FLH recognize improved 2008
performance and Moody's expectation that cash flows should be
relatively stable over the near-to medium term due to the hedging
program at Northfield Mountain and the solid operational
performance surrounding that key facility.  The stable outlooks
also consider the hedged nature of the cash flows expected to be
generated by Mt. Tom and the conventional and run-or-river hydro
facilities.  The stable outlooks assume FLP's and FLH's capital
expenditure programs will likely remain close to budget and that
debt repayment will generally continue as scheduled.

Headquartered in Hartford, Connecticut, FLP owns and operates
1,442 MW of merchant electric generating assets located in
Connecticut and Massachusetts.  FLP's wholly-owned subsidiary FLH,
owns 1,296 MW of predominately hydroelectric generating facilities
that include two pumped storage hydro units, eleven conventional
and run-of-river hydro units, and one internal combustion peaking
facility.  FLP's portfolio also includes a 146 MW coal-fired
generating station held in a separate subsidiary.  FLP markets the
output of its assets through FirstLight Power Resource Management,
the group's marketing subsidiary.


FORD MOTOR: Bank Loan Sells for 65% Discount in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 34.40 cents-on-the-
dollar during the week ended November 21, 2008, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 11.40 percentage points from
the previous week, the Journal relates.

The syndicated loan matures on Dec. 15, 2013, and Ford pays 300
basis points over LIBOR to borrow under the facility.  The bank
loan is unrated.

Meanwhile, participations in a syndicated loan under which General
Motors Corp. is a borrower traded in the secondary market at 35.33
cents-on-the-dollar during the week ended November 21, 2008, as
reported in the Journal.  This represents a drop of 10.52
percentage points from the previous week, the Journal relates.
The syndicated loan matures on Nov. 27, 2013, and GM pays 275
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B1 rating and Standard & Poor's B rating.

Bank debt of other companies in the auto industry are also being
sold at substantial discount, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.

Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 38.71
cents-on-the-dollar during the week ended November 21, 2008.  This
represents a drop of 10.43 percentage points from the previous
week, the Journal relates.  The syndicated loan matures on April
12, 2012, and Avis pays 125 basis points over LIBOR to borrow
under the facility.  The bank loan carries Moody's Ba1 rating and
Standard & Poor's BB rating.

Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 56.57 cents-on-the-
dollar during the same period.  This represents a drop of 7.54
percentage points from the previous week, the Journal relates.
The syndicated loan matures on March 29, 2012, and Lear pays 250
basis points over LIBOR to borrow under the facility.  The bank
loan is unrated.


FORD MOTOR: Mulls Sale of Five Planes to Cut Costs
--------------------------------------------------
Matthew Dolan at The Wall Street Journal reports that Ford Motor
Co. said that it is considering selling its five aircraft.

WSJ quoted Ford Motor spokesperson Mark Truby as saying, "Ford's
top priority is to continue making progress on our transformation
plan, and we do not want anything to distract us.  We are
exploring all cost-effective solutions for our air travel.... We
have sold four planes since 2005."

Citing Mr. Truby, WSJ relates that Ford Motor has three small jets
used for executives' travel and two planes used to carry larger
groups of workers to help introduce new products.

WSJ states that lawmakers and the press criticized executives for
using the planes while seeking for a $25 billion bailout from the
government.  The CEOs didn't tell the Congress that it is often
corporate policy that they fly on private planes to ensure their
security and save valuable time, WSJ says.

General Motors Corp., according to WSJ, was criticized for using
private jets to fly to Washington D.C. while seeking for
government financial assistance.  GM said on Friday that it will
sell two of its five corporate planes, the report states

                       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: S&P Junks Corporate Ratings on Increasing Cash Use
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its ratings
on Ford Motor Co., Ford Motor Credit Co., and related entities,
including the corporate credit ratings to 'CCC+' from 'B-', and
removed them from CreditWatch, where they had been placed with
negative implications on Oct. 9, 2008.  At the same time, S&P
lowered the counterparty credit rating on FCE Bank PLC, Ford
Credit's European bank, to 'B-' from 'B', maintaining the one-
notch rating differential between FCE and its parent.  The rating
outlook on all entities is negative.

The downgrades reflect increasing and ongoing cash use in Ford's
automotive operations caused by plummeting U.S. and now European
light-vehicle demand and the dramatic consumer shift away from
large pickup trucks and SUVs in the U.S. earlier this year.

"We expect Ford's cash outflows to further reduce its cash
balances during the next few quarters, which will test the
company's ability to maintain sufficient liquidity throughout
2009," said Standard & Poor's credit analyst Robert Schulz.  S&P
still expects the $10.7 billion revolving credit facility to
remain undrawn through the end of 2008, although S&P estimates
that continued adverse industry conditions could force the company
to begin drawing on this facility in the first half of 2009,
followed by possibly significant draws by the end of 2009.

Ford's current liquidity position remains superior to that of its
Michigan-based competitors, General Motors Corp. and Chrysler LLC
(both CCC+/Negative/--), and S&P believes Ford Credit has been
less constrained recently in its ability to provide financing for
Ford customers.  As a result, Ford faces a less imminent, but
still significant, danger of falling below the necessary levels of
cash to run its automotive business.  Still, the difference in
liquidity relative to that of its competitors provides Ford with a
few additional quarters of comfort rather than a year or more.  In
S&P's view, the company may be forced to consider a financial
restructuring or bankruptcy filing in 2009, caused by the very
weak outlook for vehicle sales in most of the world.  The failure
of one or more of Ford's Michigan-based competitors would
adversely affect many of Ford's own suppliers, and the resulting
turmoil could reduce Ford's liquidity further.  S&P believes the
most likely trigger for a financial restructuring or bankruptcy
filing by Ford would be a reduction in cash and bank facility
availability, approaching levels that are insufficient to operate
the business, rather than the company making a strategic decision.

The company used $7.9 billion in cash, including cash
restructuring costs, in its global automotive operations in the
third quarter, bringing to $12.8 billion its cash use for the
first nine months of the year.  Since then, U.S. industry sales
plummeted even further in October amid the worsening financial
crisis, and S&P believes demand has remained anemic in November.
Moreover, weak European demand has led Ford to sharply cut
production in that region.  Consequently, S&P expects Ford's cash
use to continue unabated through the end of this year and early
2009, even as the company continues to aggressively slash costs
and conserve cash.

Ford and the other Michigan-based automakers may ultimately
receive loans or other financial support from the U.S. government,
although the form, timing, and magnitude of this assistance are
difficult to predict.  Although S&P expects some of the
$25 billion of previously appropriated government loan funding to
begin arriving early in 2009, or perhaps sooner, the amount of
funding under this program may be modest at first and spread out
over multiple years.  Even if the government expedites funding or
creates a new program, it is important to stress that S&P would
likely view such assistance as buying more time for these
companies rather than as a solution to their fundamental business
risks, especially deteriorating global demand.

S&P expects U.S. light-vehicle sales of about 13.3 million units
or less this year, the lowest in 15 years and down sharply from
16.1 million units in 2007.  S&P also expects sales to fall
further in 2009, to about 12.3 million units, as the economy
remains weak and housing prices and consumers' access to credit
remain under pressure.  The outlook for other major auto markets,
including Europe, has suddenly turned much bleaker in the past few
months as economic woes have dampened automotive demand beyond the
U.S.

The weak environment prompted Ford to augment its latest
restructuring plan with a series of additional cash-saving actions
to be implemented through 2010.  These include lower capital
spending, reduced inventory and other working capital, and further
salaried headcount and compensation reductions.

The ratings on Ford reflect the possibility that the multiple
problems the company faces in stemming cash use could overwhelm
its cash and liquidity during 2009.  Items that Ford can address
over time, such as its overcapacity, labor costs, and product
lineup, will not, in S&P's view, be sufficient to produce any
meaningful reduction in its cash use in the immediate future.  A
stabilization of industry sales, even at low levels, would lead to
somewhat lower but still sizable cash use in 2009.  Nonetheless,
S&P's concern is that the company may not have the liquidity to
survive this economic downturn.

S&P still views the four-year labor contract reached in late 2007
with the United Auto Workers union as a substantial long-term
positive for Ford's turnaround efforts in North America.  However,
under the current agreement, the large retiree health care and
other cost savings from the contract will not begin to accrue
until 2010.

The negative outlook reflects S&P's view that cash losses could
easily cause Ford's liquidity to sink below necessary levels in
2009, even if management's cash-saving actions are partly
successful.

S&P could lower the ratings further if S&P came to believe that
cash balances plus availability under the revolving credit
facility would drop significantly below $10 billion by the end of
2009.  This could occur even with more vehicle sales than S&P has
seen in recent months.  S&P could also lower the rating if Ford
Credit cannot maintain sufficient funding to continue its already
lower levels of auto loan originations.

S&P will evaluate the effect of any specific announcements
regarding federal funding as they materialize.  S&P expects some
form of federal assistance to arrive early in 2009, or perhaps
sooner, but the form, timing, and magnitude of this and any
further assistance are difficult to predict.  S&P stresses that
S&P would likely view such assistance as buying more time for Ford
rather than solving its fundamental business risks.


GENERAL GROWTH: Board Amends Bylaws' Notice Protocol
----------------------------------------------------
The Board of Directors of General Growth Properties, Inc., adopted
on November 18, 2008, a resolution amending and restating the
company's Amended and Restated Bylaws. This further amendment and
restatement of the Bylaws amends Sections 2.14 and 2.15 of the
Bylaws.  The amended Advance Notice Provisions clarify that a
company stockholder must submit advance notice of such
stockholder's intention to introduce any business at a company
stockholder meeting, including, without limitation, the nomination
of director candidates or the introduction of a stockholder
proposal.  The Advance Notice Provisions also have been amended to
(i) require expanded disclosure of direct and indirect stock
ownership information, including hedging transactions, from the
company stockholder providing advance notice, together with any
person associated with such stockholder, (ii) require, if true, a
representation from such stockholder and any Stockholder
Associated Person that such person, or any group of which such
person is a part, intends to solicit proxies in support of a
stockholder proposal or director nominee, and (iii) require
additional information regarding any proposed director nominee and
impose additional requirements on such nominees, including the
completion of a questionnaire in the form completed by other
nominees and a representation that the proposed nominee would not
enter into arrangements which would impair the nominee's ability
to as a director of the company.

A full-text copy of the SECOND AMENDED AND RESTATED BYLAWS OF
GENERAL GROWTH PROPERTIES, INC. dated November 18, 2008, is
available at no charge at:

              http://ResearchArchives.com/t/s?3516

                          Debt Refinancing

As reported in the Troubled Company Reporter on Nov. 21, 2008,
Bloomberg News reported that General Growth has hired Sidley
Austin to assist it in negotiations to refinance roughly
$27.3 billion in debt.

The Wall Street Journal said General Growth has tapped Sidley
Austin as "bankruptcy counsel," but noted that the engagement
doesn't mean a Chapter 11 filing is imminent.  "Financially
distressed companies often hire bankruptcy advisers and never take
that step," according to the report.

TCR reported on Nov. 14 that General Growth acknowledged in a
regulatory filing that it's working with lenders to gain more time
to pay off debt, and is also considering asset sales and other
ways to raise cash.  General Growth has $1.13 billion in debt
coming due by the end of the year, with more than $900 million due
by Dec. 1, 2008 [Nov. 28].  General Growth said that even if it is
successful in addressing these 2008 maturities, an additional
$3.07 billion in debt is scheduled to mature in 2009.


                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner with
200-plus shopping malls in 44 states.  General Growth is a
self-administered and self-managed real estate investment trust.
General Growth owns, manages, leases and develops retail rental
property, primarily shopping centers.  Substantially all of its
properties are located in the United States, but the company also
has retail rental property operations and property management
activities -- through unconsolidated joint ventures -- in Brazil
and Turkey.  Its Master Planned Communities segment includes the
development and sale of residential and commercial land, primarily
in large-scale projects in and around Columbia, Maryland; Houston,
Texas; and Summerlin, Nevada, well as the development and sale
of its one residential condominium project located in Natick
(Boston), Massachusetts.

General Growth said in a regulatory filing September 30 that its
potential inability to address its 2008 or 2009 debt maturities in
a satisfactory fashion raises substantial doubts as to its ability
to continue as a going concern.  General Growth had $29.6 billion
in total assets and $27.3 billion in total liabilities as at
September 30.

                           *     *    *

As reported in the Troubled Company Reporter on Nov. 18, 2008,
Moody's Investors Service has downgraded the ratings on General
Growth Properties, Inc., certain of its subsidiaries and The
Rouse Company LP (to Caa2 from B3 senior secured bank debt; to
Caa2 from B3 senior unsecured debt).  The ratings remain on review
for further possible downgrade.  The rating action reflects
deepening concerns in the REIT's ability to meet its near term
debt obligations and funding needs.


GENERAL GROWTH: Extends Rights Deal Expiration to November 2010
---------------------------------------------------------------
General Growth Properties, Inc. extended the expiration date of
its Rights Agreement to Nov. 18, 2010.  The Rights Agreement was
originally adopted with an expiration date of Nov. 18, 2008.

In connection with this extension, the purchase price of each
right issued under the Rights Agreement was changed from
$148 to $105.  As a result, the holder of each right is entitled
to purchase one-third of one one-thousandth of a share of the
company's Series A Junior Participating Preferred Stock for $105,
subject to the provisions of the agreement.  No other terms of
the Rights Agreement were modified.

Adam Metz, interim chief executive officer of General Growth,
stated, "The extension and amendment of our Rights Agreement is
part of the effort by the board to protect and maximize the value
of our stockholders' investment in the company and helps to ensure
that the company's ongoing strategic evaluation is allowed to
proceed in an orderly manner."

General Growth is a U.S.-based publicly traded Real Estate
Investment Trust.  The company currently has ownership interest
in, or management responsibility for, a portfolio of more than 200
regional shopping malls in 44 states, well as ownership in master
planned community developments and commercial office buildings.
The company's portfolio totals approximately 200 million square
feet and includes over 24,000 retail stores nationwide.  The
company is listed on the New York Stock Exchange
under the symbol GGP.

In relation to the extension of the Rights Agreement, the
company's Board of Directors on November 18, 2008, approved a
third amendment to the Rights Agreement by and between the Company
and BNY Mellon Shareholder Services.

A full-text copy of the THIRD AMENDMENT TO RIGHTS AGREEMENT is
available at no charge at:

              http://ResearchArchives.com/t/s?3517

                          Debt Refinancing

As reported in the Troubled Company Reporter on Nov. 21, 2008,
Bloomberg News reported that General Growth has hired Sidley
Austin to assist it in negotiations to refinance roughly
$27.3 billion in debt.

The Wall Street Journal said General Growth has tapped Sidley
Austin as "bankruptcy counsel," but noted that the engagement
doesn't mean a Chapter 11 filing is imminent.  "Financially
distressed companies often hire bankruptcy advisers and never take
that step," according to the report.

TCR reported on Nov. 14 that General Growth acknowledged in a
regulatory filing that it's working with lenders to gain more time
to pay off debt, and is also considering asset sales and other
ways to raise cash.  General Growth has $1.13 billion in debt
coming due by the end of the year, with more than $900 million due
by Dec. 1, 2008 [Nov. 28].  General Growth said that even if it is
successful in addressing these 2008 maturities, an additional
$3.07 billion in debt is scheduled to mature in 2009.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner with
200-plus shopping malls in 44 states.  General Growth is a
self-administered and self-managed real estate investment trust.
General Growth owns, manages, leases and develops retail rental
property, primarily shopping centers.  Substantially all of its
properties are located in the United States, but the company also
has retail rental property operations and property management
activities -- through unconsolidated joint ventures -- in Brazil
and Turkey.  Its Master Planned Communities segment includes the
development and sale of residential and commercial land, primarily
in large-scale projects in and around Columbia, Maryland; Houston,
Texas; and Summerlin, Nevada, well as the development and sale
of its one residential condominium project located in Natick
(Boston), Massachusetts.

General Growth said in a regulatory filing September 30 that its
potential inability to address its 2008 or 2009 debt maturities in
a satisfactory fashion raises substantial doubts as to its ability
to continue as a going concern.  General Growth had $29.6 billion
in total assets and $27.3 billion in total liabilities as at
September 30.

                           *     *    *

As reported in the Troubled Company Reporter on Nov. 18, 2008,
Moody's Investors Service has downgraded the ratings on General
Growth Properties, Inc., certain of its subsidiaries and The
Rouse Company LP (to Caa2 from B3 senior secured bank debt; to
Caa2 from B3 senior unsecured debt).  The ratings remain on review
for further possible downgrade.  The rating action reflects
deepening concerns in the REIT's ability to meet its near term
debt obligations and funding needs.


GENERAL MOTORS: Bank Loan Sells for 64% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which General Motors
Corp. is a borrower traded in the secondary market at 35.33 cents-
on-the-dollar during the week ended November 21, 2008, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 10.52 percentage points
from the previous week, the Journal relates.  The syndicated loan
matures on Nov. 27, 2013, and GM pays 275 basis points over LIBOR
to borrow under the facility.  The bank loan carries Moody's B1
rating and Standard & Poor's B rating.

Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 34.40 cents-on-the-
dollar during the week ended November 21, 2008, the Journal says.
This represents a drop of 11.40 percentage points from the
previous week, the Journal relates.

The syndicated loan matures on Dec. 15, 2013, and Ford pays 300
basis points over LIBOR to borrow under the facility.  The bank
loan is unrated.

Bank debt of other companies in the auto industry are also being
sold at substantial discount, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.

Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 38.71
cents-on-the-dollar during the week ended November 21, 2008.
This represents a drop of 10.43 percentage points from the
previous week, the Journal relates.  The syndicated loan matures
on April 12, 2012, and Avis pays 125 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's Ba1
rating and Standard & Poor's BB rating.

Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 56.57 cents-on-the-
dollar during the same period.  This represents a drop of 7.54
percentage points from the previous week, the Journal relates.
The syndicated loan matures on March 29, 2012, and Lear pays 250
basis points over LIBOR to borrow under the facility.  The bank
loan is unrated.


GENERAL MOTORS: Board Willing to Consider Chapter 11, Says WSJ
--------------------------------------------------------------
General Motors Corp.'s board of directors are willing to consider
options for the company, including filing for Chapter 11
protection, John D. Stoll at The Wall Street Journal reports,
citing people familiar with the matter.

WSJ relates that GM CEO Rick Wagoner told Congress last week that
the GM management has ruled out the option of filing for
bankruptcy, and instead is trying to convince lawmakers to provide
financial assistance.  GM said in a statement that the board had
discussed bankruptcy but decided that it wasn't a "viable solution
to the company's liquidity problems."

Citing people familiar with the matter, WSJ says that the board
agrees that seeking government bailout is GM's top priority, but
isn't willing to dismiss the possibility of a Chapter 11 filing.
The report says that the board will consider all options in light
of circumstances as they may develop.

Josh Mitchell at WSJ relates that U.S. House Speaker Nancy Pelosi
and Senate Majority Leader Harry Reid said that GM, Ford Motor
Corp., and Chrysler LLC must provide to the Congress a documented
assessment of their finances, including the amount of money they
need to return to "long-term viability," by Dec. 2, 2008.

On Friday, GM said it is pushing ahead with new cost-cutting
measures.  It said three plants in the U.S. and one in Ontario,
Canada, would extend their normal two-week holiday shut-downs into
January.  It also said it would close down an Ontario truck plant
sooner than it had planned.

GM also confirmed it is ending leases on two of the five remaining
corporate jets in its fleet.  The move comes after Mr. Wagoner and
Detroit's two other auto CEOs were chastised in Congress for
flying corporate jets to meetings this week in which they asked
for billions of dollars in public assistance.

Mr. Wagoner, Ford's Alan Mulally and Chrysler's Robert Nardelli
told lawmakers they have been restructuring their companies and
need bridge loans to carry them through until the economy
recovers. Mr. Wagoner asked the government for $10 billion to $12
billion in immediate funding.

                  About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

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

                    *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of $16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

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

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corp. and General
Motors of Canada Limited Under Review with Negative Implications.
The rating action reflects the structural deterioration of the
company's operations in North America brought on by high oil
prices and a slowing U.S. economy.


GENERAL MOTORS: GMAC Exchange Offer Won't Affect 'CCC+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. (CCC+/Negative/--) are not immediately
affected by the GMAC LLC's exchange offer for certain notes of
both GMAC and its 100%-owned subsidiary Residential Capital LLC.
GM owns 49% of GMAC.  S&P views the exchange as a distressed debt
exchange and, as a result, S&P lowered the ratings on both GMAC
and Residential Capital and placed them on CreditWatch with
negative implications.  Although the GMAC offer is part of an
attempt to improve its capital levels as it seeks to become a bank
holding company, S&P believes that if the exchange fails, GMAC
and/or Residential Capital might file for bankruptcy protection.

The ratings on GM, which were lowered in early November, reflect
the concern that the automaker's liquidity could become
insufficient to operate its business during the first half of 2009
or earlier.  GM and GMAC are discussing changes to the operating
agreements between them.  Should these discussions or GMAC's own
situation lead to a further reduction in financing access for GM
retail customers, S&P believes GM's financial position would
become even more precarious.

In S&P's view, the timeframe during which the financial survival
of the domestic automakers will be determined has accelerated in
the past 60 days amid the deepening financial market crisis and
worsening consumer confidence, and S&P now views the next few
quarters as the most critical period.  S&P will evaluate the
effect of any specific announcements regarding federal funding as
they are made.  Although S&P expects some of the $25 billion of
previously appropriated government loan funding to begin arriving
early in 2009, or perhaps sooner, the amount of funding under this
program may be modest at first and spread out over multiple years.
Even if the government expedites funding or creates a new program,
it is important to stress that S&P would likely view such
assistance as buying more time for GM rather than as a solution to
its fundamental business risks, especially deteriorating global
demand.  In addition, S&P envisions a scenario in which federal
government assistance may be predicated on financial restructuring
of some existing debt.


GENERAL MOTORS: To Give Up 2 Corporate Jets to Diffuse Criticisms
-----------------------------------------------------------------
Matthew Dolan at The Wall Street Journal reports that General
Motors Corp. said on Friday that it will offload two of its five
corporate planes, after being criticized for using private jets to
fly to Washington D.C. while seeking for government financial
assistance.

WSJ states that lawmakers and the press criticized executives for
using the planes while seeking for a $25 billion bailout from the
government.  The CEOs didn't tell the Congress that it is often
corporate policy that they fly on private planes to ensure their
security and save valuable time, WSJ says.

Ford Motor Co. said that it is also considering selling its five
aircraft, WSJ reports.  WSJ quoted Ford Motor spokesperson Mark
Truby as saying, "Ford's top priority is to continue making
progress on our transformation plan, and we do not want anything
to distract us.  We are exploring all cost-effective solutions for
our air travel.... We have sold four planes since 2005."

Citing Mr. Truby, WSJ relates that Ford Motor has three small jets
used for executives' travel and two planes used to carry larger
groups of workers to help introduce new products.

                   About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

As reported in the Troubled Company Reporter on Nov. 10,

2008, General Motors Corporation's balance sheet at
Sept. 30, 2008, showed total assets of $110.425 billion, total

liabilities of $170.3 billion, resulting in a stockholders'
deficit of $59.9 billion.

                     *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of $16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

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

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corp. and General
Motors of Canada Limited Under Review with Negative Implications.
The rating action reflects the structural deterioration of the
company's operations in North America brought on by high oil
prices and a slowing U.S. economy.


GMAC COMMERCIAL: S&P Ratings Tumble to 'D' on Class M and N
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
the class M and N commercial mortgage pass-through certificates
from GMAC Commercial Mortgage Securities Inc.'s series 2005-C1.
Concurrently, S&P affirmed its ratings on 19 other classes from
this series.

The downgrades of classes M and N to 'D' reflect recurring
interest shortfalls resulting from two appraisal reduction amounts
totaling $18.2 million in effect on two assets with the special
servicer, Helios AMC.  In addition, class N is susceptible to a
principal loss upon the liquidation of the largest asset with the
special servicer.

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

Details concerning the three assets ($32.2 million) with the
special servicer are:

  -- The largest exposure with the special servicer and the 10th-
     largest exposure in the pool, the Two Detroit Center Garage
     loan, has a total exposure of $27.3 million (2%).  The loan
     was transferred to special servicing in March 2007 due to
     imminent default, and the loan became real estate owned in
     November 2007.   The loan is secured by a 1,095-space,
     336,000-sq.-ft. parking garage built in 2002 in Detroit.  The
     garage is one of three parking garages that services
     Detroit's central business district, including the Comerica
     Tower, a 1 million-sq.-ft. office building.  The subject
     property suffered a significant loss in business due to
     increased office vacancies in the immediate area, which
     reduced its monthly income, and the loss of transient
     business.  An ARA of $16.6 million is in effect based on a
     June 2007 as-is appraisal of $11 million.  A July 2008
     appraisal was finalized with an as-is value of $9.3 million.
     The property is in escrow for $10 million and is scheduled to
     be closed by the end of this year.  Based on the most recent
     appraisal and purchase price, Standard & Poor's expects a
     substantial loss upon the liquidation of this asset.

  -- The remaining two loan exposures with the special servicer,
     Raleigh Boulevard Plaza and Walgreens Berkeley Heights, have
     respective total exposures of $4.9 million and $2.6 million.
     The loans have the same managing member and were transferred
     to the special servicer in June 2006 after the New Jersey
     state court removed the managing member and appointed a
     fiscal agent to liquidate the collateral.  The Raleigh
     Boulevard Plaza loan is secured by a 79,232-sq.-ft.
     anchored retail property built in 1989 in Raleigh, North
     Carolina.  The Walgreens Berkeley Heights (Walgreens) loan is
     secured by a 15,254-sq.-ft. retail site newly constructed by
     Walgreens in Berkeley Heights, New Jersey The payment status
     of the loans was noted to be in their grace period as of the
     Nov. 10, 2008, remittance report.  An ARA totaling
     $1.66 million is in effect for the Raleigh loan.  The Raleigh
     and Walgreens loans are included in 13 Dwek properties that
     are under contract for sale.  Based on the sale price
     allocated to the Raleigh and Walgreens assets, S&P expects
     minimal losses upon their resolution.

                         Ratings Lowered

          GMAC Commercial Mortgage Securities Inc.
   Commercial mortgage pass-through certificates series 2005-C1

                      Rating
                      ------
         Class     To        From   Credit enhancement
         -----     --        ----   ------------------
         M         D         CCC-              1.52%
         N         D         CCC-              1.25%

                       Ratings Affirmed

         GMAC Commercial Mortgage Securities Inc.
    Commercial mortgage pass-through certificates series 2005-C1

             Class     Rating    Credit enhancement
             A-1A      AAA                 32.05%
             A-2       AAA                 32.05%
             A-3       AAA                 32.05%
             A-4       AAA                 32.05%
             A-5       AAA                 32.05%
             A-M       AAA                 21.20%
             A-J       AAA                 12.51%
             B         AA                  10.21%
             C         AA-                  9.39%
             D         A                    7.77%
             E         A-                   6.68%
             F         BBB                  5.59%
             G         BBB-                 4.51%
             H         BB-                  3.15%
             J         B                    2.75%
             K         B-                   2.34%
             L         CCC                  1.80%
             X-1       AAA                   N/A
             X-2       AAA                   N/A

                    N/A - Not applicable.


GMAC LLC: Commences Exchange, Tender Offers for Outstanding Notes
-----------------------------------------------------------------
GMAC Financial Services is applying before the U.S. Federal
Reserve Board of Governors to become a bank holding company under
the Bank Holding Company Act of 1956, as amended.  GMAC also
submitted an application to the U.S. Treasury to participate in
the Capital Purchase Program created under the Emergency Economic
Stabilization Act of 2008, conditional upon becoming a bank
holding company.

As a bank holding company, GMAC would obtain increased flexibility
and stability to fulfill its core mission of providing automotive
and mortgage financing to consumers and businesses.  GMAC also
expects to have expanded opportunities for funding and for access
to capital as a bank holding company.  If GMAC's application to
become a bank holding company under the BHC Act is accepted, GMAC
Bank will become a Utah chartered Federal Reserve member bank.

GMAC also commenced separate private exchange offers and cash
tender offers to purchase and exchange certain of its and its
subsidiaries' and Residential Capital, LLC's outstanding notes
held by eligible holders for cash, newly issued notes of GMAC and,
in the case of the GMAC offers only, preferred stock of a GMAC
subsidiary, upon the terms and subject to the conditions set forth
in the applicable confidential offering memoranda, each dated
Nov. 20, 2008, and the related letters of transmittal.

The purpose of the offers is to increase GMAC's capital levels
while reducing the amount of GMAC's and ResCap's outstanding debt
in connection with GMAC's capital plan relating to its application
to become a bank holding company.

In the GMAC offers, GMAC is offering to purchase and exchange any
and all of the notes held by eligible holders for, at the election
of each eligible holder, either:

   (a) new securities consisting of a combination of (i)(x) in
       the case of GMAC old notes maturing prior to 2031, newly
       issued Senior Guaranteed Notes of GMAC with the same
       interest rate and maturity date as the applicable series
       of GMAC old notes exchanged therefor, which new guaranteed
       notes will be guaranteed by certain subsidiaries of GMAC
       and will in all cases be denominated in U.S. dollars or
       (y) in the case of GMAC old notes maturing in 2031, a
       combination of new guaranteed notes and newly issued
       8.00% Subordinated Notes due 2018 of GMAC; and (ii) newly
       issued 5% Perpetual Senior Preferred Stock with a
       liquidation preference of $1,000 per share of a subsidiary
       of GMAC; or

   (b) cash, in each case in the amounts per 1,000 U.S. dollar
       equivalent principal amount of GMAC old notes.  Cash
       elections will be subject to proration in the event that
       the aggregate consideration required to accept all GMAC old
       notes tendered pursuant to cash elections would exceed
       $2 billion.

The new guaranteed notes will be guaranteed, on a joint and
several basis, by GMAC Latin America Holdings LLC, GMAC
International Holdings Cooperatief U.A., GMAC Continental LLC, IB
Finance Holding Company LLC and GMAC US LLC, which are all
subsidiaries of GMAC.  The note guarantees will be senior
obligations of each note guarantor and will rank equal with all
existing and future senior debt of such note guarantor.  The note
guarantees will rank senior to all subordinated debt of such note
guarantor.

In the ResCap offers, GMAC is offering to purchase and exchange
any and all of the ResCap notes held by eligible holders for, at
the election of each eligible holder either, (i)(x) in the case of
the 8.50% notes of ResCap maturing on May 15, 2010, newly issued
7.5% Senior Notes due 2013 of GMAC or (y) in the case of all other
series of ResCap old notes, a combination of new senior notes and
new subordinated notes or (ii) cash, in all cases in the amount
per 1,000 U.S. dollar equivalent principal amount of ResCap old
notes.  Cash elections will be subject to proration in the event
that the aggregate consideration required to accept all ResCap old
notes tendered pursuant to cash elections would exceed
$500 million.

GMAC is offering an early delivery payment in the GMAC and ResCap
offers, which, with respect to cash consideration will be paid in
cash, and in all other cases will be paid in principal amount of
new notes.  For each offer, the early delivery payment will be
paid only to eligible holders who validly tender (and do not
withdraw) their old notes prior to 5:00 p.m., New York City time,
on Dec. 4, 2008, unless extended by GMAC with respect to the
offer.  For eligible holders of old notes that tender after the
early delivery time, in determining the consideration the holders
will receive, the amounts indicated in the tables above for cash
prices and exchange ratios into new guaranteed notes, in the case
of the GMAC offers, or new senior notes, in the case of the ResCap
offers, will be reduced by the early delivery payment of $50 of
cash or $50 principal amount of new guaranteed or new senior
notes, as applicable, per 1,000 U.S. dollar equivalent principal
amount of old notes validly tendered and not withdrawn.

Each of the GMAC and ResCap offers will expire at 11:59 p.m., New
York City time, on Dec. 18, 2008, unless extended by GMAC with
respect to any or all series of old notes.  In each of the GMAC
and ResCap offers, tendered old notes may be validly withdrawn at
any time prior to 5:00 p.m., New York City time, on Dec. 4, 2008,
unless extended by GMAC with respect to the GMAC or ResCap offers,
but not thereafter.

Holders of old notes accepted in the GMAC and ResCap offers will
also receive a cash payment (paid in the currency of the old
notes) equal to the accrued and unpaid interest in respect of such
old notes from the most recent interest payment date to, but not
including, the settlement date for the applicable offer.

The GMAC offers are conditioned upon, among other things, the
completion of the ResCap offers and a sufficient amount of old
notes having been tendered for purchase and exchange pursuant to
the GMAC offers such that, in GMAC's judgment, GMAC has obtained a
sufficient amount of capital in connection with the GMAC offers,
whether or not such amount of capital would be sufficient to
satisfy the requirements of the BHC Act or any other applicable
regulations.

The ResCap offers are conditioned upon, among other things, the
completion of the GMAC offers and a sufficient amount of old notes
having been tendered for purchase and exchange pursuant to the
ResCap offers such that, in GMAC's judgment, the ResCap offers
were successful. For the avoidance of doubt, these conditions are
for GMAC's benefit and may be asserted by GMAC or may be waived by
GMAC at any time and from time to time, in its sole discretion.
In addition, GMAC has the right to terminate or withdraw any of
the offers at any time and for any reason, including, without
limitation, if any of the foregoing conditions or any other
conditions to the offers described in the confidential offering
memorandum are not satisfied.

A full-text copy of the Private Exchange Offers is available for
free at http://ResearchArchives.com/t/s?3518

GMAC will enter into registration rights agreements pursuant to
which, under certain circumstances, it will agree to use
reasonable best efforts to file exchange offer registration
statements or shelf registration statements with respect to the
new notes and the new preferred stock.

Documents relating to the offers will only be distributed to
holders of the old notes who complete and return a letter of
eligibility confirming that they are within the category of
eligible investors for this private offer.  Noteholders who desire
to obtain a copy of the eligibility letter must contact Global
Bondholder Services Corporation, the information agent for the
offers, at (866) 794-2200 (U.S. Toll-free) or (212) 430-3774
(Collect).

GMAC cannot assure that it will obtain Federal Reserve approval to
become a bank holding company or that any of the transactions
described above will be completed, and if completed, whether they
will achieve a sufficient amount of capital to satisfy the
applicable capital adequacy requirements or will otherwise be
successful.

Wachtell, Lipton, Rosen & Katz served as legal advisor to GMAC.

                  Liquidity and Capital Resources

GMAC said in a regulatory filing that its funding strategy and
liquidity position have been materially adversely affected by the
ongoing stress in the credit markets that began in the middle of
2007 and reached unprecedented levels during recent months.  The
capital markets remain highly volatile, and GMAC's access to
liquidity has been and continues to be significantly reduced.
These conditions, in addition to the reduction in GMAC's credit
ratings, have resulted in increased borrowing costs and GMAC's
inability to access the unsecured debt markets in a cost-effective
manner.  Furthermore, GMAC has regular renewals of outstanding
bank loans and credit facilities.  Based on existing asset
availability and eligibility criteria, GMAC currently has
available approximately $500 million of capacity under its secured
credit lines.  However, GMAC has the ability to significantly
increase the amount of available capacity based on future asset
origination and potential availability.  Although GMAC's material
committed facilities due to mature in the third quarter were
renewed at revised terms, some facilities have not been renewed.

The circumstances have placed additional pressure on GMAC's
liquidity position.  GMAC's inability to renew the remaining loans
and facilities as they mature would have a further negative impact
on its liquidity position.  GMAC also has significant maturities
of unsecured debt each year.  Approximately $1.8 billion of GMAC's
outstanding unsecured debt matures in the fourth quarter of 2008,
$12.8 billion matures in 2009 and $8.8 billion matures in 2010.
In addition, as of Sept. 30, 2008, GMAC has approximately
$38.7 billion of outstanding unsecured debt (including $14.6
billion of Smart Notes and $3.9 billion of Demand Notes, although
such amount of outstanding Demand Notes has significantly declined
since Sept. 30, 2008) which is not subject to the private exchange
offers and cash tender offers for certain outstanding GMAC and
ResCap debt securities announced by GMAC on Nov. 20, 2008.  In
order to retire these instruments, GMAC either will need to
refinance this debt, which will be very difficult if the current
volatility in the credit markets continue or worsen, or generate
sufficient cash to retire the debt.

A full-text copy of the company's Liquidity and Capital Resources
is available for free at s http://ResearchArchives.com/t/s?3519

                         About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Fitch Ratings has downgraded GMAC LLC's issuer default rating and
senior unsecured debt: (i) IDR to 'CCC' from 'B+'; and (ii) senior
unsecured debt to 'CC' from 'B+'.


GMAC LLC: Moody's Downgrades Senior Unsecured Debt Rating to 'C'
----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt of
GMAC LLC to C from Caa1, following GMAC's launch of debt exchange
offerings for debt in face amount totaling $38 billion
($29 billion GMAC; $9B Residential Capital LLC).  The outlook for
the GMAC's ratings is developing.  In a related action, Moody's
downgraded ResCap's senior unsecured rating to C from Ca and
assigned a stable outlook.

The downgrade of GMAC's ratings is based on Moody's view that the
exchange offering is a distressed exchange, as it results in a
diminished financial obligation for GMAC. Distressed exchanges are
included in Moody's definition of default.

Holders of GMAC bonds eligible for exchange may receive a
combination of new senior notes guaranteed by certain GMAC
subsidiaries, subordinated debt (senior notes maturing in 2031
only), preferred shares, and cash. Bondholders exchanging GMAC
debt and participating in the cash option could receive notional
value in the exchange that represents a potentially meaningful
discount to the original par value of the exchanged debt.
Additionally, while the maturity and interest rate of the new
senior notes will closely match those of the old notes, the newly
issued preferred shares will have both indefinite maturity and
lower priority compared with the old notes.

Moody's also commented that investors with eligible debt that
don't participate in the exchange and holders of approximately
$38 billion of non-eligible debt will be structurally subordinated
to the new senior notes, as the old notes will not benefit from
the GMAC subsidiary guarantees.

GMAC's ratings also incorporate operating pressures relating to
general capital market illiquidity, continuing underperformance at
ResCap and the consequent possibility for further reliance upon
GMAC for support, weakening asset quality trends in the auto
finance portfolio, and operating challenges at GM.  During the
fourth quarter to date, GMAC has forgiven $239 million of ResCap
indebtedness and has plans to provide up to $500 million of
additional support to ResCap.  Moody's believes extensions of
support to ResCap have weakened GMAC's capital and liquidity
profiles and has resulted in GMAC possessing concentrated risk
exposures to the financially weakened company.

Moody's said that GMAC is also facing a possibility of breaching
one or more of its leverage covenants if its capital position
weakens further.  The increased potential for default under these
agreements, and the associated implications for GMAC's financial
condition, were contributing factors in Moody's rating committee
outcome.

In connection with its debt exchange offerings, GMAC announced
that it has applied to the U.S. Federal Reserve for bank holding
company status.  The benefits of achieving bank holding company
status could include access to additional sources of capital and
liquidity, potentially including U.S. government programs such as
the Troubled Asset Relief Program and the Temporary Liquidity
Guarantee Program.  These sources could forestall a further
weakening of the firm's credit profile.  In time, bank holding
company status could also serve as a basis for GMAC achieving a
more stable operating and funding profile.  Moody's believes that
for GMAC to meet requirements for bank holding company status it
must raise significant additional capital.  The exchange
offerings, if successful, could be an important source of capital
toward that objective.

The developing outlook assigned to GMAC's ratings is in
recognition that a successful conversion to bank holding company
status, incorporating strengthened capitalization and access to
new liquidity, could improve the firm's financial and operating
flexibility.  Moody's will closely monitor developments in this
regard, including their effect on GMAC's new and old debt
issuance.  Moody's notes, however, that GMAC's credit profile
could weaken significantly if its application is not approved.

The ratings affected by Moody's action:

GMAC LLC:

  -- Senior Unsecured: to C from Caa1
  -- Preferred Stock: to C from Ca

GMAC Australia LLC:

  -- Backed Senior Unsecured: to C from Caa1

GMAC Bank GMBH:

  -- Backed Senior Unsecured: to C from Caa1

GMAC International Finance B.V.:

  -- Backed Senior Unsecured: to C from Caa1

GMAC, Australia (Finance) Limited:

  -- Backed Senior Unsecured: to C from Caa1

General Motors Acceptance Corp. (N.Z.) Limited:

  -- Backed Senior Unsecured: to C from Caa1

General Motors Acceptance Corp. of Canada Ltd.:

  -- Backed Senior Unsecured: to C from Caa1

GMAC LLC is a global financial services company operating in the
automotive finance, dealer and personal line insurance, and
residential real estate finance sectors.  Total reported assets at
Sept. 30, 2008, equaled $211 billion.


GMAC LLC: S&P Cuts Long-Term Counterparty Credit Rating to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered selected
ratings on GMAC LLC and its 100% owned subsidiary, Residential
Capital LLC, including lowering the long-term counterparty credit
rating on GMAC LLC to 'CC' from 'CCC' and lowering the long-term
counterparty credit rating on Residential Capital LLC to 'CC' from
'CCC-'.

These actions follow the launch of GMAC LLC exchange offers for
certain notes of both entities.  S&P views the exchange as a
distressed debt exchange.  The ratings on both GMAC LLC and
Residential Capital LLC are placed on CreditWatch with negative
implications.

"The downgrade reflects the probability that, with the successful
execution of the exchange offers, which will pay less than face
value to certain bondholders, Standard & Poor's, in accordance
with S&P's criteria, will lower S&P's counterparty credit rating
on the company to 'SD'," said S&P's credit analyst John K. Bartko,
C.P.A.  In addition, S&P would likely lower ratings on the
affected old debt issues to 'D'.  A successful exchange would
increase GMAC LLC's capital levels, and reduce the amount of GMAC
LLC's and Residential Capital LLC's outstanding debt.

GMAC LLC has indicated that it is seeking to achieve these
objectives in conjunction with GMAC LLC's application to become a
bank holding company.  S&P expects that the potential bank holding
company status and the debt exchange would partially provide
needed liquidity and funding relief, though the exchanges
illustrate the gravity of the company's financial position.

S&P believes that if the exchange fails, GMAC LLC and/or
Residential Capital LLC might file for bankruptcy protection.
Accordingly, S&P's ratings on securities that are not part of the
exchange offer are also on CreditWatch with negative implications.

In the GMAC offers, GMAC is offering to purchase and/or exchange
certain notes for either new securities or cash, at the election
of the holder.  For old GMAC notes maturing prior to 2031, the
securities would consist of a combination of newly issued GMAC
senior guaranteed notes with the same interest rate and maturity
date as the applicable series of old GMAC notes exchanged.  These
new guaranteed notes will be guaranteed by certain subsidiaries of
GMAC and will in all cases be denominated in U.S. dollars and
newly issued 5% perpetual senior preferred stock with a
liquidation preference of $1,000 per share of a wholly owned
subsidiary of GMAC.  For old GMAC notes maturing in 2031, the
securities would consist of a combination of new guaranteed notes
and newly issued 8.00% GMAC subordinated notes due 2018 (the new
subordinated notes) and the new preferred stock.  Cash elections
will be subject to proration if the aggregate consideration
required to accept all GMAC old notes tendered pursuant to cash
elections exceeds $2 billion.

The new guaranteed notes will be guaranteed on a joint and several
basis by GMAC Latin America Holdings LLC, GMAC International
Holdings Cooperatief U.A., GMAC Continental LLC, IB Finance
Holding Company LLC, and GMAC US LLC, which are all subsidiaries
of GMAC LLC.  The note guarantees will be senior unsecured
obligations of each note guarantor and will rank equal with all
existing and future senior unsecured debt of each note guarantor.
The note guarantees will rank senior to all subordinated unsecured
debt of such note guarantor.

In the Residential Capital LLC offers, GMAC is offering to
purchase and/or exchange certain Residential Capital LLC notes for
either new GMAC securities or cash, at the election of the holder.
In the case of the 8.50% Residential Capital LLC notes maturing on
May 15, 2010, the securities would consist of newly issued GMAC
7.5% senior notes due 2013.  For all other series of old
Residential Capital LLC notes, the securities would consist of a
combination of new senior notes and new subordinated notes.  Cash
elections will be subject to proration if the aggregate
consideration required to accept all old Residential Capital LLC
notes tendered pursuant to cash elections exceeds $500 million.


GREENWICH CAPITAL: S&P Upgrades Rating on Class P Cert. to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of commercial mortgage pass-through certificates from
Greenwich Capital Commercial Funding Corp.'s series 2003-C1.
Concurrently, S&P affirmed its ratings on the remaining 11 classes
from this series.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios, as
well as the defeasance of 31% of the pool.

As of the Nov. 7, 2008, remittance report, the trust collateral
pool consisted of 67 assets with an aggregate balance of $932.3
million, compared with 72 loans with a balance of $1.215 billion
at issuance.  There are 13 defeased loans totaling $291.7 million,
or 31% of the pooled trust balance.  The master servicer, Wachovia
Bank N.A. (Wachovia), reported financial information for 99% of
the loans in the pool; 96% of the servicer-reported information
was year-end 2007 data.  Based on this information, Standard &
Poor's calculated a weighted average debt service coverage of
1.51x for the pool, down from 1.67x at issuance.  All of the loans
in the pool are current except for the Royal St.  Charles loan,
which is discussed below. To date, the trust has experienced no
losses.

The top 10 loans have an aggregate outstanding balance of $322.9
million (35%) and a weighted average DSC of 1.52x, down from 1.56x
at issuance.  Two of the top 10 exposures are on the master
servicer's watchlist and are discussed below.  In addition, one of
the top 10 exposures is with the special servicer, Capmark Finance
Inc., and is also discussed below.  Wachovia provided property
inspections for all of the top 10 loan exposures.  One was
characterized as "excellent," and the remaining properties were
characterized as "good."

Two assets ($32.6 million) are with the special servicer
(including one of the top 10 exposures in the pool).  Details of
these two specially serviced assets are:

  -- The Heritage Plaza loan ($23.9 million total exposure), the
     eighth-largest loan in the pool, is secured by a 353,003-sq.-
     ft. office property located in Metairie, Louisiana.  The
     property was built in 1983 and renovated in 2002.  The loan
     was transferred to the special servicer in September 2008 due
     to imminent default.  The special servicer has indicated that
     the property is currently 85% occupied, down from 95% at
     issuance.  The borrower was seeking a forbearance agreement
     while it made repairs to damage sustained during Hurricane
     Gustav on Sept. 1, 2008.  The borrower subsequently withdrew
     its request for relief and decided to keep the loan current.
     The damage to the property totaled approximately
     $1.5 million, and the repair work is 90% complete.  The
     property has windstorm and flood insurance in place, and all
     of the tenants are back in occupancy at this time.  S&P does
     not expect a loss upon the resolution of the asset at this
     time.

  -- The Royal St. Charles loan ($9.1 million total exposure) is
     secured by a 143-room, limited-service hotel located on the
     edge of the French Quarter in New Orleans.  The property was
     built in 1970 and renovated in 2000.  The loan was
     transferred to the special servicer in December 2006 due to
     payment default, and it is currently one month delinquent.
     After Hurricane Katrina, performance at the property
     deteriorated, and the property has continued to struggle as
     the hotel industry in New Orleans has been slow to recover.
     The original management company has been replaced in an
     effort to improve property performance, and Capmark is
     currently reviewing a new forbearance agreement.  The most
     recent occupancy was 70% (as of September 2008), down from
     75% at issuance.  At this time, Standard & Poor's expects a
     moderate loss upon the resolution of this asset.

Five loans in the pool, totaling $23.9 million (3%), have reported
DSCs below 1.0x.  These loans have an average balance of
$4.8 million and have experienced a weighted average decline in
DSC of 43% since issuance.  The loans are secured by a variety of
retail, office, and multifamily properties.  Standard & Poor's has
credit concerns with three ($14.2 million, 2%) of these five
loans.  The three loans have an average balance of $4.7 million
and are secured by retail, office, and manufactured housing
properties.  S&P stressed these loans in S&P's analysis.  The two
loans that are not credit concerns have improving property
occupancy and relatively low leverage.

Wells Fargo reported a watchlist of 16 loans ($164.0 million,
17.6%).  The largest loan on the watchlist and the fifth-largest
loan in the pool is the National City Plaza loan ($29.5 million,
3.2%), which is secured by a 358,642-sq.-ft. office building
located in Columbus, Ohio, and built in 1977.  This loan appears
on the watchlist due to a drop in occupancy to 77% as of June 30,
2008, from 84% at issuance.  The loan also experienced a drop in
DSC to 1.08x as of June 30, 2008, from 1.59x at issuance.

The second-largest loan on the watchlist and the 10th-largest loan
in the pool is the Tysons Office Center loan ($19.7 million,
2.1%), which is secured by a 148,467-sq.-ft. office building
located in Vienna, Virginia, and built in 1979.  This loan appears
on the watchlist due to a drop in occupancy and DSC to 81% and
1.25x as of Sept. 30, 2008, respectively, from 91% and 1.72x at
issuance.

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

                          Ratings Raised

            Greenwich Capital Commercial Funding Corp.
     Commercial mortgage pass-through certificates series 2003-C1
                   Rating
                   ------
     Class      To         From          Credit enhancement
     -----      --         ----          ------------------
     H          A          A-                        10.91%
     J          A-         BBB+                       8.96%
     K          BBB+       BBB-                       7.33%
     L          BBB-       BB                         5.70%
     M          BB+        BB-                        4.89%
     N          BB         B+                         4.24%
     O          B+         B                          3.26%
     P          B          B-                         2.61%

                      Ratings Affirmed

         Greenwich Capital Commercial Funding Corp.
    Commercial mortgage pass-through certificates series 2003-C1

     Class      Rating                   Credit enhancement
     -----      ------                   ------------------
     A-2        AAA                                  25.74
     A-3        AAA                                  25.74
     A-4        AAA                                  25.74
     B          AAA                                  21.34
     C          AAA                                  19.71
     D          AA+                                  17.76
     E          AA                                   15.80
     F          AA-                                  14.66
     G          A+                                   13.03
     XP         AAA                                    N/A
     XC         AAA                                    N/A

                    N/A - Not applicable.


GENESCO INC: S&P Holds 'B+' Corp. Credit Rating; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Nashville-based Genesco Inc. to negative from stable.  At the same
time, S&P affirmed all other ratings on the company, including the
'B+' corporate credit rating.

"The outlook revision," said Standard & Poor's credit analyst
David Kuntz, "reflects S&P's expectations that the company will be
increasingly challenged by the current weak economic environment,
leading to poor performance at most, if not all, operating
segments."  Concurrently, S&P anticipates that credit protection
metrics will deteriorate over the near term.


GS MORTGAGE: Moody's Assigns Outlooks on Various Classes
--------------------------------------------------------
Fitch Ratings upgrades and assigns Ratings Outlooks to GS Mortgage
Securities Corporation II pass-through certificates, series 2007-
EOP:

  -- $370.3 million class B to 'AAA' from 'AA+'; Outlook Stable.

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

  -- $875 million class A-1 at 'AAA'; Outlook Stable;
  -- $584.8 million class A-2 at 'AAA'; Outlook Stable;
  -- $606.5 million class A-3 at 'AAA'; Outlook Stable;
  -- Interest only class X at 'AAA'; Outlook Stable;
  -- $432.3 million class C at 'AA'; Outlook Stable;
  -- $220 million class D at 'AA-'; Outlook Stable;
  -- $237.9 million class E at 'A+'; Outlook Stable;
  -- $214.7 million class F at 'A'; Outlook Stable;
  -- $142.4 million class G at 'A-'; Outlook Stable;
  -- $142.4 million class H at 'BBB+'; Outlook Stable;
  -- $395 million class J at 'BBB'; Outlook Stable;
  -- $213.6 million class K at 'BBB-; Outlook Stable;
  -- $534 million class L at 'BB+'; Outlook Negative.

The upgrade to class B reflects the pay down of approximately
27.6% since issuance.  Fitch has completed its review of year-end
2007 and June 30, 2008 servicer reported information.  As of the
Nov. 15, 2008 distribution date, the total collateral balance has
been reduced to approximately $4.97 billion from $6.87 billion at
issuance.  The pay down included the release of two of the top ten
mortgaged assets, 10 & 30 South Wacker in Chicago, Ilinois and
Three Stamford Plaza in Stamford, CT.

The Negative Outlook for Class L reflects the exposure to the
office sector given the economic outlook, in addition to the
increased allocated debt attributed to markets in California,
Boston and New York.  The Rating Outlooks reflect the likely
direction of rating changes over the next one to two years.
The certificates are collateralized by a single $4.9 billion
nonrecourse floating-rate loan secured by approximately 103 office
properties, down from approximately 135 properties at issuance.
The collateral consists of mortgages, equity pledges in joint
ventures and cash flow pledges.  In addition, there is
approximately $2.3 billion of mezzanine debt held outside the
trust.

The largest property in the pool (11%) is the Verizon Building
located across from Bryant Park in mid-town Manhattan.  The
property was undergoing major interior and exterior renovations at
issuance.  With building renovations completed, occupancy
continues to improve as tenants complete their build outs.  As of
the Aug. 31, 2008 rent roll, the Verizon Building was
approximately 88.2% leased and 78.3% occupied, with many tenants
in free rent periods.  Due to lag in actual rent collections,
there was not a June 30, 2008 servicer report for this property.

The pool remains diverse, with 103 office properties located in
nine different states. Excluding the Verizon Building, the top ten
properties account for approximately 29% of the collateral
balance, with no single property comprising more than 4% of the
collateral.  In addition, the average occupancy at the properties
as of Aug. 31, 2008 was approximately 88% compared to 91% at
issuance.


HARRAH'S ENTERTAINMENT: $2.1BB Note Offer Cues Moody's Junk Rating
------------------------------------------------------------------
Moody's Investors Service downgraded Harrah's Entertainment,
Inc.'s Corporate Family Rating to Caa1 from B3, and the
Probability of Default rating to Ca from B3 following its
announcement that it is commencing a private debt exchange offer.
Moody's also downgraded several classes of debt issued by HET's
subsidiary, Harrah's Operating Company, Inc.  The rating outlook
is negative.

The downgrade of the PD rating reflects HET's recent announcement
that it is offering up to $2.1 billion aggregate principal amount
of new 10% second lien notes in exchange for specific HOC existing
senior unsecured, senior subordinated, and senior guaranteed notes
issues (the Exchange Transaction).  If successful, the Exchange
Transaction will result in a swap of junior debt (at a discount)
for new second lien notes.  Existing note holders that elect to
participate in the Exchange Transaction will accept principal
reductions of between 0% - 63%, depending upon the date tendered
and the class of notes.  The Exchange Transaction, depending upon
the degree of participation, could result in a net reduction in
debt and a lower total interest burden.  Although full
participation in the Exchange Transaction would result in a modest
improvement in leverage and interest coverage, credit metrics
would remain weak for the previous B3 rating.

Moody's views the exchange as a distressed exchange, and Moody's
reflect the very high likelihood of this event occurring through
the assignment of the Ca Probability of Default rating.  Moody's
will classify this distressed exchange as a limited default and
change the PDR to Caa1/LD upon closing of the Exchange
Transaction.  This is due to Moody's current belief that the
going-forward PDR will end up at Caa1 shortly following the
closure of the transaction and recognition that the limited
default has occurred.

The downgrade of the CFR to Caa1 and the negative outlook reflects
Moody's view that gaming demand will fall for a more prolonged
period of time given deteriorating macro-economic conditions.  As
a result, Moody's believe credit metrics will remain very weak,
including consolidated debt to EBITDA (which incorporate Moody's
standard analytic adjustments) that may exceed 11.0 times in 2009.

Moody's lowered the ratings on HOC's senior secured bank
facilities to B1, senior guaranteed notes to Caa2, senior
unsecured notes to Caa3, and senior subordinated note to Caa3.
The downgrades are based upon HET's estimated post-Exchange
Transaction capital structure and are consistent with a PD of
Caa1.  Moody's will re-evaluate the details of the ultimate
capital structure based on the actual results of the Exchange
Transaction, and so the loss given default assessments and/or
point estimates could change.

HET's Speculative Grade Liquidity rating of SGL-3 reflects
adequate liquidity, based on the company's expected negative free
cash flow position over the next four quarters, offset by cash
balances of $1.0 billion and the existence of a $2.0 billion
revolving credit facility that is expected to remain available to
the company.

Ratings downgraded and assessments changed

Harrah's Entertainment, Inc.

  -- Corporate Family rating to Caa1 from B3
  -- Probability of Default rating to Ca from B3

Harrah's Operating Company, Inc.

  -- Senior secured guaranteed revolving credit facility to B1
     (LGD 2, 22%) from Ba3 (LGD 2, 19%)

  -- Senior secured guaranteed term loans to B1 (LGD 2, 22%) from
     Ba3 (LGD 2, 19%)

  -- Senior unsecured guaranteed notes to Caa2 (LGD 5, 71%) from
     Caa1 (LGD 4, 63%)

  -- Senior unsecured debt to Caa3 (LGD 5, 87%) from Caa2 (LGD 5,
     88%)

  -- Senior subordinated notes to Caa3 (LGD 6, 96%) Caa2 (LGD 6,
     96%)

Harrah's Entertainment, Inc., through its wholly-owned subsidiary,
Harrah's Operating Company, Inc., owns or manages approximately 50
casinos that comprise around 40,000 hotel rooms, three million
square feet of gaming space and two million square feet of
convention center space.  HET generated consolidated revenues of
$10.4 billion for the last twelve months ended Sept. 30, 2008.
Affiliates of Apollo LLC and Texas Pacific Group (the Sponsors)
acquired the company through a $31 billion leverage buy-out in
early 2008.


HAWAII MEDICAL: Blames Bankruptcy on Siemens' $10M Loan Refusal
---------------------------------------------------------------
Hawaii Medical Center LLC filed for Chapter 11 protection on
Aug. 29, 2008, saying that Siemens Financial Services Inc. refused
to extend a $10.5 million revolving loan, Kelly Riddell and
Michael Janofsky at Bloomberg report.

Citing Hawaii Medical's chief implementation officer Salim Hasham,
Bloomberg relates that the funds were to be used to pay creditors
and cover payroll expenses.

According to Bloomberg, Siemens Financial's senior director of
external relations, Esra Ozer, said in a statement that the
company "did not decline to extend the loan" and will work with
Hawaii Medical to resolve its problems.

                      About Hawaii Medical

Honolulu, Hawaii-based Hawaii Medical Center is only for-profit,
physician-owned hospital.  It is a partnership of CHA Hawaii, an
affiliate of Cardiovascular Hospitals of America.  It has two
specialty units, including Adult and Pediatric and Intensive Care.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D.Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed assets of between $1 million and $10 million and
liabilities of between $50 million and $100 million when they
filed for bankruptcy.


HOSPITAL PARTNERS: Court Converts Case to Chapter 7 Liquidation
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
converted Hospital Partners of America Inc. and its debtor-
affiliates' Chapter 11 cases to liquidation proceedings under
Chapter 7 of the Bankruptcy Code.

The Court has ordered that pending the qualification of a
permanent trustee, all contested matters in the Debtor' bankruptcy
cases are stayed, unless otherwise ordered by the Court.

As reported in the Troubled Company Reporter on Nov. 18, 2008,
Hospital Partners of America asked the Court to convert its
Chapter 11 reorganization case to a Chapter 7 liquidation
proceeding.

According to Bloomberg, the Debtor's lender refused to extend the
debtor-in-possession financing which fell due last Nov. 21, 2008.

Headquartered in Charlotte, North Carolina, Hospital Partners of
America, Inc. -- http://www.hospitalpartners.com/-- develops and
manages hospitals.  The company and its affiliates filed for
Chapter 11 bankruptcy protection on Sept. 24, 2008 (Bankr. D. Del.
Case No. 08-12180).  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl Young
Jones, represent the Debtor in its restructuring efforts.
Kurtzman Carson Consultants LLC is the Claims Agent.  Moore & Van
Allen PLLC is the Debtors' corporate and litigation counsel.  The
Debtors listed assets of $100 million to $500 million and debts of
$100 million to $500 million.


INTCOMEX INC: Moody's Changes Outlook to Negative; Junks Ratings
----------------------------------------------------------------
Moody's Investors Service changed Intcomex, Inc.'s ratings outlook
to negative from stable, downgraded the company's probability of
default rating to Caa1 from B3, and lowered its speculative grade
liquidity rating to SGL-4 from SGL-3.  Intcomex's corporate family
rating was affirmed at B3.

The ratings outlook change reflects the company's weaker than
expected financial performance resulting in tight cushions for the
financial maintenance covenants under the company's bank credit
agreement resulting in a weaker liquidity position and reduced
financial flexibility due to shortened maturity of the revolving
credit facility.  Moody's believes that the company may
potentially violate the financial covenants under its $30 million
first-lien senior secured revolving credit facility (unrated by
Moody's).  In addition, the company faces a degree of refinancing
risk due to the upcoming maturity of its revolving credit facility
in January 2010 in an ever more challenging credit market.
Moody's notes that the company has obtained a waiver to its credit
agreement due to a default of its financial covenants in Q3 2008.

Intcomex's B3 CFR is constrained by the company's: (i) high debt
leverage at 5.0x; (ii) weak liquidity profile with almost 80%
drawn on its $30 million asset-based first-priority senior secured
revolver and tight financial covenants with a high probability of
covenant violations over the next twelve months; (iii) Moody's
expectation of limited free cash flow generation; (iv) meaningful
debt maturity profile over the near to medium-term; (v) the
company's moderate exposure to credit risk associated with its
reseller customers; and (vi) geographic concentration as revenues
that are substantially generated from countries in Latin America
and the Caribbean, which are potentially subject to economic and
foreign currency volatility.

The rating also considers Intcomex's good market position and
diversified customer / country base within Latin America and the
Caribbean markets, good revenue growth over the last several years
(organic and through entry into new geographic markets), and
moderate barriers to entry in certain of its markets due to the
difficulties of conducting business in Latin America, although
there is potential for increased competition from large-scale
broadline IT distributors and OEMs selling direct to high-volume
markets.

These ratings were changed:

  -- Probability of default rating to Caa1 from B3

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

  -- $120 Million of 11.75% of second lien secured notes to B3,
     LGD-3, 36% from B3, LGD3, 48%

These rating was affirmed:

  -- Corporate Family Rating at B3

The rating outlook is negative.

The previous rating action occurred on Sept. 25, 2006 when Moody's
changed the second lien secured notes rating to B3 from Caa1 as
per Moody's Loss-Given-Default Methodology.

Intcomex, Inc., headquartered in Miami, Florida, is a distributor
of computer components, peripherals, software, computer systems,
accessories, networking products and digital consumer electronics
to more than 40,000 customers in 45 countries in Latin America and
the Caribbean.  The company distributes more than 5,700 products
from over 220 vendors.  Revenues and EBITDA for the twelve months
ended Sept. 30, 2008 were $1.1 billion and $34 million,
respectively.


JC REED: SEC Sues Company for Defrauding Investors
--------------------------------------------------
E. Thomas Wood at Nashvillepost.com reports that the Securities
and Exchange Commission has filed in Nashville's federal court a
lawsuit against JC Reed & Co., Inc., its affiliate J.C. Reed
Advisory Group Inc., company officer Barron A. Mathis, and the
estate of founder John C. Reed, for defrauding investors out of
millions.

According to Nashvillepost.com, the SEC accuses the defendants of
"floating an unregistered offering of securities" and selling more
than $11 million of Reed & Co. stock in to more than 100
investors.  JC Reed & Co. and J.C. Reed Advisory and their
principals misled shareholders about financial results, because
Reed & Co. "has raised and spent more than $11 million in investor
funds, but has generated only about $386,000 in gross revenues,"
the report says, citing the SEC.

Nashvillepost.com relates that when JC Reed & Co. filed for
Chapter 11 petition in October 2008, Bill Norton, Esq., at Boult,
Cummings, Conners & Berry -- the attorney for the company -- said
that Reed Advisory and mortgage lender J.C. Reed Mortgage Co. --
the other main JC Reed & Co. operating unit -- were in need of
funding, while JC Reed & Co. was running out of cash.

The defendants misled investors about a key man life insurance
policy that JC Reed & Co. had on Mr. Reed -- who died of cancer in
June 2008 -- by failing to disclose a shareholder agreement
obligating the company  to use up to $1 million of the
$1.5 million policy to redeem Mr. Reed's shares in the event of
his death, Nashvillepost.com states, citing the SEC.

According to Nashvillepost.com, SEC included Lana Reed -- widow of
Mr. Reed -- as a defendant in the case.  Mr. Mathis was also
identified as Reed Advisory president in the lawsuit, the report
says.

Nashvillepost.com reports that the SEC is seeking for the
"disgorgement of all ill-gotten gains" by Mr. Mathis and by Mr.
Reed's estate.

Franklin, Tennessee-based JC Reed & Co., Inc., filed for Chapter
11 protection on Oct. 22, 2008 (Bankr. M. D. Tenn. Case No. 08-
09771).  William L. Norton, III, Esq., at Boult Cummings Conners
Berry, PLC, represents the company in its restructuring effort.
The company listed assets of $1,000,000 to $10,000,000 and debts
of $100,000 to $500,000.

Nashvillepost.com states that JC Reed & Co. declared that it has
assets of $4.7 million and debts of $491,000.


JED OIL: Has Until Today to Appeal Securities Delisting at NYSE-A
-----------------------------------------------------------------
JED Oil Inc. received notice from the staff of the NYSE Alternext
US, LLC indicating that the company no longer complies with the
Exchange's continued listing standards under Section 1003(a)(i) of
the Exchange's Company Guide.  As per this section's requirements,
a listed company must have either $2,000,000 in shareholders'
equity or not have sustained losses from continuing operations or
net losses in two out of three of its most recent fiscal years.

In addition, as per Section 1003(a)(iv) of the Company Guide,
JED has had sustained losses which are so substantial in relation
to its overall operations and its financial condition has become
so impaired that it appears questionable, in the opinion of the
Exchange, as to whether JED would be able to continue operations
and meet its obligations as they mature.  JED can appeal the
Exchange's intention to institute delisting proceedings if by
Nov. 24, 2008, it has made a written request for an appeal and
paid fees of either $5,000 for an oral hearing or $4,000 to make
written submissions.  At this time it is JED's intention to
appeal.  If the Exchange has not received JED's written request
for an appeal and payment of the fee by Nov. 24, 2008, or if such
appeal is subsequently denied, the Exchange will suspend trading
of JED's common shares and file an application with the U.S.
Securities and Exchange Commission to strike the company's common
shares from being listed for trading through the facilities of
the Exchange and JED's registration on the Exchange in accordance
with Section 12 of the United States Securities Exchange Act of
1934 and the rules promulgated there under.

In addition, this news release constitutes JED's first bi-weekly
Default Status Report under Canadian National Policy 12-203,
pursuant to which the company disclosed that its financial
statements for the third quarter ended Sept. 30, 2008, would not
be filed by Nov. 14, 2008.  JED reports that since announcing the
original Notice of Default on Nov. 5, 2008, there have not been
any material changes to the information contained therein; nor any
failure by JED to fulfill its intentions as stated therein, and
there are no additional defaults or anticipated defaults
subsequent to such statement.  Further, there have been no
additional material changes respecting the company and its
affairs, other than the receipt of the notice of intention to
delist its common shares on the Exchange.  The company intends to
file its next Default Status Report on Dec. 3, 2008.

                          About JED Oil

JED Oil Inc. (AMEX: JDO) -- http://www.jedoil.com/-- is an
independent energy company that explores, develops, and produces
natural gas, crude oil, and natural gas liquids in Canada and the
United States.  As of Dec. 31, 2007, it had total proved reserves
of 3,035,000 of barrels of oil equivalent.  The company was
founded in 2003 and is headquartered in Didsbury, Canada

As reported in the Troubled company Reporter on June 5, 2008,
JED Oil Inc.'s consolidated balance sheet at March 31, 2008,
showed $90.5 million in total assets, $76.4 million in total
liabilities, and $28.5 million in convertible redeemable preferred
shares, resulting in a $14.4 million total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $15.2 million in total current
assets available to pay $72.0 million in total current
liabilities.

As reported in the Troubled Company Reporter on Aug. 27, 2008, JED
Oil Inc. and its subsidiaries, JED Production Inc., and JED Oil
(USA) Inc. have obtained creditor protection under the Companies'
Creditors Arrangement Act (Canada) pursuant to an Order obtained
on Aug. 13, 2008, from the Court of Queen's Bench of Alberta,
Judicial District of Calgary.

                       Going Concern Doubt

At March 31, 2008, the company had a consolidated working capital
deficiency of $56.8 million and a stockholder's deficiency of
$14.4 million.  The company requires additional funds to maintain
operations and discharge liabilities as they become due.  These
conditions raise substantial doubt about the company's ability to
continue as a going concern.

The company does not currently have a loan facility.


JER CRE: Moody's Downgrades Ratings on Four Classes of CDOs
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
and affirmed four classes of JER CRE CDO 2005-1, Limited and JER
CRE CDO 2005-1, LLC, Collateralized Debt Obligations, Series
2005-1:

  -- Class A, $81,725,000, Floating Rate Notes Due 2043, affirmed
     at Aaa

  -- Class B-1, $38,130,000, Fixed Rate Notes Due 2043, affirmed
     at Aa2

  -- Class B-2, $37,500,000, Floating Rate Notes Due 2043,
     affirmed at Aa2

  -- Class C, $48,400,000, Fixed Rate Notes Due 2043, affirmed at
     A2

  -- Class D, $46,500,000, Fixed Rate Notes Due 2043, downgraded
     to Baa3 from Baa2

  -- Class E, $23,320,000, Fixed Rate Notes Due 2043, downgraded
     to Ba2 from Baa3

  -- Class F, $15,000,000, Fixed Rate Notes Due 2043, downgraded
     to B1 from Ba2

  -- Class G, $10,000,000, Fixed Rate Notes Due 2043, downgraded
     to Caa1 from B2

Moody's is downgrading the transaction due to moderately
deteriorated pool performance.

As of the Oct. 20, 2008 remittance statement, the transaction's
collateral pool balance has remained the same at $418.7 million as
at securitization.  The transaction's aggregate bond balance has
also remained the same at $416.0 million as at securitization.
The certificates are collateralized by all or a portion of 73
subordinate classes from 13 fixed rate CMBS pools (96.6% of the
transaction) and 3 subordinate classes from one Re-Remic
transaction (3.4% of the transaction).  The transaction hasn't
experienced any realized losses since securitization.

Among the Moody's rated securities (75.2%), there have been no
upgrades or downgrades since securitization.  Credit estimates
were performed on non-Moody's rated securities (24.8%).

Moody's uses a weighted average rating factor as an overall
indicator of the credit quality of a CDO transaction.  Based on
Moody's analysis, the current WARF is 2,175 compared to 2,075 at
issuance and 2,084 at the time of Moody's most recent review.
Moody's reviewed the ratings or performed credit estimates on all
the collateral supporting the Notes.  The distribution is:Baa1-
Baa3 (5.9% compared to 5.9% at issuance), Ba1-Ba3 (47.7% compared
to 48.8% at issuance), B1-B3 (40.6% compared to 42.1% at
issuance), and Caa1-NR (5.7% compared to 3.2% at issuance).

The CMBS securities are from pools securitized between 1998 and
2005. The vintage exposures are 2005 (71.5%), 2004 (26.4%), and
1998 (2.1%).  The five largest CMBS exposures are MLMT 2005-CKI1
(11.6%), JPMCC 2005-LDP4 (10.2%), BACM 2005-1 (9.3%), MSCI 2005-
IQ10 (9.0%) and CSFB 2005-C2 (9.0%).

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a press release dated Jan. 17, 2007.
Moody's has published rating methodologies outlining Moody's
analytical approach to surveillance and Moody's approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining Moody's ratings approach to
the various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

* CMBS: Moody's Approach to Rating Static CDOs Backed by
  Commercial Real Estate Securities, June 17, 2004 -- this paper
  details the evolution of Moody's analytic approach to rating CRE
  CDOs touching on the binomial expansion model, extension risk,
  correlation, severity rates, pari passu notes, diversity, and
  interest shortfalls with a discussion of simulation engines,
  cash flow analysis, scenario analysis, and other elements in
  Moody's analysis with detailed supplementary information on
  deriving a CDO collateral loss distribution by simulating pool
  loss for each CMBS transaction and by simulating default
  probability and severity for each CMBS certificate; and

* The Inclusion of Commercial Real Estate Assets in CDOs, Oct. 8,
  1999 -- this paper describes the development of commercial real
  estate backed CDOs, speaks to collateral pool analysis including
  industry classifications, diversification, credit quality,
  recovery rate, and cash flow characteristics, and refers to
  other aspects of CMBS as CDO collateral including prepayment
  risk, sequential pay structure, ability to defer interest
  payments temporarily, servicer advancing, losses, extension
  risk, recovery rates, and servicer risk.


JOHNSON BROADCASTING: May Employ Atropos as Financial Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
granted Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. authority to employ Atropos Inc. as their financial
advisor, nunc pro tunc to Oct. 13, 2008.

As the Debtors' financial advisor, Atropos Inc. is expected to
provide management, financial advisory and consulting services
relative to managing the Debtors during their bankruptcy
proceedings.  Atropos will also assist in preparing schedules and
statements of financial affairs, preparing monthly operating
reports, financial advisory and cash management services and the
formulating of plans of reorganization.

As compensation for their services, Atropos's professionals bill:

         Professional                    Hourly Rate
         ------------                    -----------
         Karen G. Nicolaou                  $250
         Senior Staff                       $125

The Debtors told the Court that they paid Atropos a prepetition
retainer in the amount of $5,000, which, as of the petition date,
has a balance of approximately $3,000.  The retainer will be
continue to be held in a segregated account pending Court approval
of postpetition compensation requests.

The Debtors told the Court that to the best of their knowledge,
Atropos does not hold or represent any interest adverse to the
Debtors, their bankruptcy estates, creditors, equity security
holders, or affiliates in the matters on which Atropos is to be
engaged.

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. filed separate petitions for Chapter 11 relief on
Oct. 13, 2008 (Bankr. S.D. Texas Case No. 08-36583 and 08-36585,
respectively).  John James Sparacino, Esq., and Timothy Alvin
Davidson, II, Esq., at Andrews and Kurth, represents the Debtors
as counsel.  When Johnson Broadcasting Inc. filed for protection
from its creditors, it listed assets and debts of between
$10 million to $50 million each.


JOHNSON BROADCASTING: Taps Smithwick & Belendiuk as FCC Counsel
---------------------------------------------------------------
Johnson Broadcasting Inc. and Johnson Broadcasting of Dallas Inc.
asks the U.S. Bankruptcy Court for the Southern District of Texas
for authority to employ Smithwick & Belendiuk, P.C., under a
general retainer, as special Federal Communications Commission
counsel.

SB's services will include:

  a) compliance with the Communications Act of 1934, as amended,
     and the rules, regulations and policies of the FCC, preparing
     and filing applications and other submissions to the FCC, and
     drafting or negotiating documents in transactions related to
     the broadcast stations and licenses regulated by the FCC; and

  b) general advice and counselling regarding FCC issues and
     related corporate matters.

To the best of the Debtors' knowledge and belief, SB does not
represent any interest adverse to the Debtors or their estates in
the matters upon which SB is be engaged.

The Debtors tell the Court that SB is owed approximately $50,000
for unpaid prepetition services.

As compensation for their services, SB's professionals bill:

                                  Hourly Rate
                                  -----------
     Gary Smithwick, Esq.             $450
     Arthur Belendiuk, Esq.           $450
     Attorneys                    $350 to $450
     Paralegals                       $150

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. filed separate petitions for Chapter 11 relief on
Oct. 13, 2008 (Bankr. S.D. Texas Case No. 08-36583 and 08-36585,
respectively).  John James Sparacino, Esq., and Timothy Alvin
Davidson, II, Esq., at Andrews and Kurth, represents the Debtors
as counsel.  When Johnson Broadcasting Inc. filed for protection
from its creditors, it listed assets and debts of between
$10 million to $50 million each.


JP MORGAN: Moody's Reviews Ratings on Nine Classes of Certificates
------------------------------------------------------------------
Moody's Investors Service placed the ratings of nine classes of
J.P. Morgan Chase Commercial Mortgage Securities Trust, Commercial
Mortgage Pass-Through Certificates, Series 2007-C1 on review for
possible downgrade:

  -- Class H, $14,729,000, currently rated Baa1, on review for
     possible downgrade

  -- Class J, $16,202,000, currently rated Baa2, on review for
     possible downgrade

  -- Class K, $13,256,000, currently rated Baa3, on review for
     possible downgrade

  -- Class L, $7,364,000, currently rated Ba1, on review for
     possible downgrade

  -- Class M, $8,837,000, currently rated Ba2, on review for
     possible downgrade

  -- Class N, $4,419,000, currently rated Ba3, on review for
     possible downgrade

  -- Class P, $5,891,000, currently rated B1, on review for
     possible downgrade

  -- Class Q, $4,419,000, currently rated B2, on review for
     possible downgrade

  -- Class T, $2,946,000, currently rated B3, on review for
     possible downgrade

Moody's placed Classes H, J, K, L, M, N, P, Q and T on review for
possible downgrade due to concerns about the Westin Portfolio Loan
which was recently transferred to special servicing.

The Westin Portfolio Loan ($105.0 million -- 8.9%) represents a
pari passu interest in a $209.0 million first mortgage loan.  The
loan is secured by two full service hotel properties totaling 899
rooms - the Westin Hilton Head in Hilton Head, South Carolina (412
rooms) and the Westin La Paloma in Tuscan, Arizona (487 rooms).
The loan was transferred to special servicing on Oct. 22, 2008 for
imminent default.  The borrower had requested relief because the
properties are performing below expectations.  The loan sponsor is
Michael J. Hanson and Randy G. Dix. The loan is now 30 days
delinquent.

At securitization, the underwritten net cash flow provided by J.P.
Morgan Chase for the two hotels was $19.9 million.  Moody's NCF
was $18.4 million, a 7.6% haircut to the underwriter, based on an
overall occupancy rate of 70%, average daily rate of $180 and
revenue per available room of $125.  The most recent financial
information provided at securitization was for the trailing 12-
month period ending February 2008.  The occupancy rate, ADR and
RevPAR for the Westin La Paloma for that period was 64%, $167 and
$107, respectively.  The occupancy rate, ADR and RevPAR for the
West Hilton Head was 64%, $182 and $115, respectively.  Based on
information provided by J.P. Morgan, the occupancy rate, ADR and
RevPar for the Westin La Paloma for the trailing 12 months ending
October 2008 was 69%, $175 and $118, respectively.  The occupancy
rate, ADR and RevPAR for the Westin Hilton Head for that period
was 65%, $190 and $114, respectively.

Moody's will continue to monitor the performance of this specially
serviced loan and the progress of the special servicer's
resolution strategies.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a Presale Report dated Dec. 6, 2007.
Moody's has not reviewed the transaction since securitization.
Moody's has published rating methodologies outlining Moody's
analytical approach to surveillance and Moody's approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining Moody's ratings approach to
the various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

* CMBS: Moody's Approach to Surveillance, Sept. 30, 2002 -- this
  paper provides an overview of Moody's surveillance philosophy,
  an indication of what prompts a conduit review, how conduit and
  large loan monitoring is performed, and what Moody's objectives
  are with respect to post-closing requests and servicer reviews;

* CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
  Sept. 15, 2000 -- this paper provides an overview of rating
  methodology and process with details on property level analysis,
  loan level analysis, legal and structural characteristics, and
  portfolio characteristics with supplementary information on
  legal issues, a research summary, helpful information for
  commercial real estate transactions, capitalization rates, and
  guidelines for capital reserves; and

* US CMBS: Moody's Approach to Rating Fusion Transactions,
  April 19, 2005 -- this paper discusses the key ratings factors
  for fusion deals (large loan credit quality, composition and
  correlation of the large loan pool, and conduit diversity),
  value drivers for office and retail properties, valuation and
  cap rate issues, property type volatility, Moody's large loan
  tranching methodology, and an assessment of subordination
  levels.


JPMORGAN TRUST: Moody's Reviews Ratings on 16 Classes of Certs.
---------------------------------------------------------------
Moody's Investors Service placed the ratings of 16 classes of J.P.
Morgan Chase Commercial Mortgage Securities Trust, Commercial
Mortgage Pass-Through Certificates, Series 2008-C2 on review for
possible downgrade:

  -- Class A-J, $61,209,000, currently rated Aaa, on review for
     possible downgrade

  -- Class B, $14,574,000, currently rated Aa1, on review for
     possible downgrade

  -- Class C, $14,575,000, currently rated Aa2, on review for
     possible downgrade

  -- Class D, $10,201,000, currently rated A3, on review for
     possible downgrade

  -- Class E, $10,202,000, currently rated A1, on review for
     possible downgrade

  -- Class F, $13,116,000, currently rated A2, on review for
     possible downgrade

  -- Class G, $11,659,000, currently rated A3, on review for
     possible downgrade

  -- Class H, $16,031,000, currently rated Baa1, on review for
     possible downgrade

  -- Class J, $14,574,000, currently rated Baa2, on review for
     possible downgrade

  -- Class K, $14,573,000, currently rated Baa3, on review for
     possible downgrade

  -- Class L, $8,745,000, currently rated Ba1, on review for
     possible downgrade

  -- Class M, $4,372,000, currently rated Ba2, on review for
     possible downgrade

  -- Class N, $5,829,000, currently rated Ba3, on review for
     possible downgrade

  -- Class P, $4,372,000, currently rated B1, on review for
     possible downgrade

  -- Class Q, $2,915,000, currently rated B2, on review for
     possible downgrade

  -- Class T, $4,372,000, currently rated B3, on review for
     possible downgrade

Moody's placed Classes A-J, B, C, D, E, F, G, H, J, K, L, M, N, P,
Q and T on review for possible downgrade due to concerns about two
loans, representing 19.7% of the pool, that were recently
transferred to special servicing.

The largest loan in special servicing is The Promenade Shops at
Dos Lagos ($125.2 million -- 10.8%), which is secured by a 352,000
square foot lifestyle center built in 2006 and located in Corona,
California.  The loan was transferred to special servicing on
Nov. 4, 2008 for imminent default.  The borrower had requested
relief because the property is experiencing cash flow
difficulties.  The loan sponsor is Poag & McEwen Lifestyle
Centers, LLC, a recognized developer of lifestyle centers.  The
loan is now 30 days delinquent.

At securitization, a portion of the center was under construction.
The property was 96% leased but some tenants had not yet taken
occupancy.  According to information provided by J.P. Morgan, the
property was 94% leased as of September 2008. J.P. Morgan
indicates that the property has experienced $1.7 million in bad
debt expense in 2008, indicating that some tenants may have become
delinquent in paying their rent, never actually occupied their
space or vacated their space prior to lease expiration.

The second loan in special servicing is the Westin Portfolio Loan
($104.0 million -- 8.9%), which represents a pari passu interest
in a $209.0 million first mortgage loan.  The loan is secured by
two full service hotel properties totaling 899 rooms - the Westin
Hilton Head in Hilton Head, South Carolina (412 rooms) and the
Westin La Paloma in Tuscan, Arizona (487 rooms).  The loan was
transferred to special servicing on Oct. 22, 2008 for imminent
default.  The borrower had requested relief because the properties
are performing below expectations.  The loan sponsor is Michael J.
Hanson and Randy G. Dix.  The loan is now 30 days delinquent.

At securitization, the underwritten net cash flow provided by J.P.
Morgan Chase for the two hotels was $19.9 million.  Moody's NCF
was $18.4 million, a 7.6% haircut to the underwriter, based on an
overall occupancy rate of 70%, average daily rate of $180 and
revenue per available room of $125.  The most recent financial
information provided at securitization was for the trailing 12-
month period ending February 2008.  The occupancy rate, ADR and
RevPAR for the Westin La Paloma for that period was 64%, $167 and
$107, respectively.  The occupancy rate, ADR and RevPAR for the
West Hilton Head was 64%, $182 and $115, respectively.  Based on
information provided by J.P. Morgan, the occupancy rate, ADR and
RevPAR for the Westin La Paloma for the trailing 12 months ending
October 2008 was 69%, $175 and $118, respectively.  The occupancy
rate, ADR and RevPAR for the Westin Hilton Head for that period
was 65%, $190 and $114, respectively.

Moody's will continue to monitor the performance of the specially
serviced loans and the progress of the special servicer's
resolution strategies.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a Presale Report dated April 23, 2008.
Moody's has not reviewed the transaction since securitization.
Moody's has published rating methodologies outlining Moody's
analytical approach to surveillance and Moody's approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining Moody's ratings approach to
the various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

* CMBS: Moody's Approach to Surveillance, Sept. 30, 2002 -- this
  paper provides an overview of Moody's surveillance philosophy,
  an indication of what prompts a conduit review, how conduit and
  large loan monitoring is performed, and what Moody's objectives
  are with respect to post-closing requests and servicer reviews;

* CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
  Sept. 15, 2000 -- this paper provides an overview of rating
  methodology and process with details on property level analysis,
  loan level analysis, legal and structural characteristics, and
  portfolio characteristics with supplementary information on
  legal issues, a research summary, helpful information for
  commercial real estate transactions, capitalization rates, and
  guidelines for capital reserves; and

* US CMBS: Moody's Approach to Rating Fusion Transactions,
  April  19, 2005 -- this paper discusses the key ratings factors
  for fusion deals (large loan credit quality, composition and
  correlation of the large loan pool, and conduit diversity),
  value drivers for office and retail properties, valuation and
  cap rate issues, property type volatility, Moody's large loan
  tranching methodology, and an assessment of subordination
  levels.


LEAR CORP: Bank Loan Sells at 43% Discount in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 56.57 cents-on-the-
dollar during the same period, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  This
represents a drop of 7.54 percentage points from the previous
week, the Journal relates.  The syndicated loan matures on
March 29, 2012, and Lear pays 250 basis points over LIBOR to
borrow under the facility.  The bank loan is unrated.

Bank debt of other companies in the auto industry are also being
sold at substantial discount, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.

Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 38.71
cents-on-the-dollar during the week ended November 21, 2008.
This represents a drop of 10.43 percentage points from the
previous week, the Journal relates.  The syndicated loan matures
on April 12, 2012, and Avis pays 125 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's Ba1
rating and Standard & Poor's BB rating.

Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 34.40 cents-on-the-
dollar during the week ended November 21, 2008.  This represents a
drop of 11.40 percentage points from the previous week, the
Journal relates.  The syndicated loan matures on Dec. 15, 2013,
and Ford pays 300 basis points over LIBOR to borrow under the
facility.  The bank loan is unrated.

Meanwhile, participations in a syndicated loan under which General
Motors Corp. is a borrower traded in the secondary market at 35.33
cents-on-the-dollar during the week ended November 21, 2008, as
reported in the Journal.  This represents a drop of 10.52
percentage points from the previous week, the Journal relates.
The syndicated loan matures on Nov. 27, 2013, and GM pays 275
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B1 rating and Standard & Poor's B rating.

Based in Southfield, Michigan, Lear Corp. is a global automotive
supplier, conducting business in two product operating segments:
seating and electrical and electronic.  The seating segment
includes seat systems and the components. The electrical and
electronic segment includes electrical distribution systems and
electronic products, primarily wire harnesses, junction boxes,
terminals and connectors, various electronic control modules, as
well as audio sound systems and in-vehicle television and video
entertainment systems. The assembly process with respect to the
electrical and electronic segment is performed in low-cost labor
sites in Mexico, Honduras, the Philippines, Eastern Europe and
Northern Africa.  Lear has divested substantially all of the
assets of its interior segment, which included instrument panels
and cockpit systems, headliners and overhead systems, door panels,
flooring and acoustic systems and other interior products.


LITTLEFIELD CITY: S&P Keeps 'BB' Rating on General Obligation Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Littlefield, Texas' general obligation debt to negative from
stable.  At the same time, Standard & Poor's affirmed its 'BB'
standard long-term rating on the city's GO debt.

The outlook revision reflects S&P's concerns regarding the
viability of the Bill Clayton Detention Center.  The operator, GEO
Corp., and the current tenant, Idaho Department of Corrections,
have given notice that they will vacate the facility effective
Jan. 5, 2009.  With the high degree of uncertainty regarding the
use of the facility, there is the potential for rating
deterioration because the city's general fund and tax base would
not likely be able to support the debt service requirement without
causing severe financial distress to the city.

Given the current condition of the city's general fund and its
reliance on enterprise fund revenues, however, the city's ability
to raise sufficient revenues to cover debt service on the facility
should it become vacant remains in doubt.

Littlefield, which owns Bill Clayton Juvenile Detention Facility,
was originally under contract with the Texas Youth Commission to
provide juvenile detention services for up to 120 youths at a per
diem of $106.  Texas, however, ceased housing prisoners at the
facility, effective Aug. 31, 2003, which left the detention center
without a tenant.

The city is evaluating its options, including contracting with a
different operator or selling the facility.   The next debt
service payment is due on February 2009.  The city has indicated
that there are sufficient fund available to meet that requirement.
The following debt service payment, due in August, 2009, may be
more challenging if there is no action taken with respect to
generating revenues from the facility.  There is a fully funded
debt service reserve fund, which provides an additional year of
debt service protection.


LOCUST STREET: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Locust Street Managers LLC
        79 Alexander Avenue, Suite 33-A
        Bronx, NY 10454

Bankruptcy Case No.: 08-14621

Chapter 11 Petition Date: November 20, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Marc A. Pergament, Esq.
                  marc.pergament@psinet.com
                  Weinberg, Gross & Pergament, LLP
                  400 Garden City Plaza, Suite 403
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  Fax: (516) 877-2460

Total Assets: $32,000,000

Total Debts: $10,945,407

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Lila S. Judelson                      --           $2,473,000
7 Pheasant Run
Scarsdale, NY 10583

Steven M. Judelson                    --          $1,386,936
43 East 19th Street
New York, NY 10003

Natalie Judelson                      --          $185,471
43 East 19th Street
New York, NY 1003

The petition was signed by Locust Street president Steven
Judelson.


LUMERA CORP: Less-Than-$10MM Equity Cues Nasdaq Delisting
---------------------------------------------------------
Lumera Corporation received a NASDAQ Staff Determination on
Nov. 18, 2008, indicating that the company fails to comply with
the minimum stockholders' equity requirements for continued
listing, set forth in Marketplace Rule 4450(a)(3) and that its
common stock is therefore scheduled to be delisted from The NASDAQ
Global Market on Nov. 28, 2008.

Marketplace Rule 4450(a)(3) provides that the company must
maintain a minimum stockholders' equity of $10,000,000 for
continued listing on The NASDAQ Global Market.  As reported on the
company's Quarterly Report on Form 10-Q for the quarter ended
Sept. 30, 2008, the company's stockholders' equity was $8,718,000.
The company does qualify for a continued listing on the NASDAQ
Capital Market at this time.

The company intends to request a hearing before a NASDAQ Listing
Qualifications Panel to review the Staff Determination, and to
request that consideration of the matter be postponed until after
Lumera's upcoming annual meeting, at which its proposed merger
with GigOptix will be considered.  After that point, the new
GigOptix Inc. may propose to have its stock listed on the NASDAQ
Global Market, to move to the NASDAQ Capital Market or to agree
that its stock will be delisted, in which case it would be traded
on the OTCBB.  Although the company is requesting a hearing before
a NASDAQ Listing Qualifications Panel, there can be no assurance
the Panel will grant the company's request for continued listing.

                      About Lumera Corporation

Based in Bothell, Washington, Lumera Corporation (NASDAQ:LMRA) --
http://www.lumera.com/-- is engage in photonic communications.
The company designs electro-optic components based on proprietary
polymer compounds for the telecommunications and computing
industries.


MEDCOMSOFT INC: NOI Prompts Trading Suspension of Common Shares
---------------------------------------------------------------
The common shares of MedcomSoft Inc. were suspended from
tradingeffective immediately subject to clarification of the
company's affairs as a result of a filing of a Notice of Intention
to make a proposal to creditors under the Bankruptcy and
Insolvency Act (Canada).

As reported in the Troubled Company Reporter on Nov. 19, 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).

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.

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.


MGM MIRAGE: Terry Lanni Steps Aside as CEO and Chairman
-------------------------------------------------------
MGM Mirage's chairman and CEO Terry Lanni notified the company
that he is retiring from his executive positions, effective
Nov. 30, but will remain as a member of the board of directors.

"I have served as chairman for more than 13 years and have seen
this company grow from owning one resort in Las Vegas to 17
resorts internationally, with joint ventures around the world,"
Mr. Lanni said.  "I believe it is now time to step aside from
full-time engagement and turn over the reins to the new
generation.  I am recommending to the board of directors that Jim
Murren succeed me as chairman and CEO.  [Mr. Murren] is fully
equipped to lead the company through these turbulent times in the
[worldwide] economy and take it to new levels of growth and
success."

Mr. Lanni joined MGM Grand, Inc. in June 1995, as president and
chief executive officer and a member of the board.  In July 1995,
he was named to his current position.  Mr. Lanni guided MGM MIRAGE
through periods of unprecedented growth, including mergers with
Mirage Resorts (2000) and Mandalay Resort Group (2005).  He also
led the business through uncertain economic times, especially in
the aftermath of the tragedy of 9-11.

"The company will always be indebted to [Mr. Lanni] for his many
years of leadership and wisdom," Kirk Kerkorian, majority
shareholder of MGM MIRAGE, said.  "We are delighted that he will
remain as a member of the board and that the company will have
available his wealth of experience and institutional knowledge."

"I respect [Mr. Lanni's] personal decision and I am honored that
he is recommending me to the Board to serve as his successor,"
MGM MIRAGE president and COO Jim Murren said.  "I will continue to
devote all of my energies to this great company.  As a direct
result of [Mr. Lanni's] leadership, we have a remarkable depth
of seasoned management and I am confident of our company's
ability to manage through the current economy and emerge stronger,
more vigorous and well-positioned to capitalize on future
opportunities as the economy rebounds from its current slowdown."

The MGM Mirage board will take up the issue of formally naming
Mr. Lanni's successor at an upcoming meeting.

                      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.


MGM MIRAGE: Board Elects James J. Murren as Chairman and CEO
------------------------------------------------------------
MGM Mirage's board of directors has elected James J. Murren as the
company's chairman and chief executive officer, effective Dec. 1,
2008.

As of the date of Mr. Murren's appointment, no material plan,
contract or arrangement, or material amendment in connection with
the appointment, has been entered into, nor has any grant or award
under the material plan, contract or arrangement been made in
connection therewith.

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.


MGM MIRAGE: Completes Offering of $750MM Senior Secured Notes
-------------------------------------------------------------
MGM Mirage completed the private offering of $750 million
principal amount of 13% Senior Secured Notes due November 2013 at
a price of 93.132%.

The company intends to use the net proceeds of this offering, or
approximately $688 million, to repay a portion of the outstanding
borrowings under its revolving credit facility and for general
corporate purposes.

The Notes are guaranteed on a senior basis by substantially all of
the company's U.S. subsidiaries.  In addition, the Notes and the
corresponding guarantees are secured by:

   (i) a first priority lien on the New York-New York Hotel and
       Casino, the real property on which New York-New York Casino
       is located and all existing and future personal property of
       New York-New York Casino & Hotel, LLC, a Nevada limited
       liability; and

  (ii) upon receipt of the necessary gaming approvals, a first
       priority pledge of the equity interests in New York-New
       York LLC.

In connection with the closing of the Private Placement:

   (i) the company and the guarantors entered into an indenture,
       dated Nov. 14, 2008, with U.S. Bank National Association,
       as the trustee;

  (ii) New York-New York LLC entered into a security agreement,
       dated Nov. 14, 2008, with U.S. Bank, as the collateral
       agent; and

(iii) the company and New PRMA Las Vegas, Inc., a Nevada
       corporation and a subsidiary of the company, entered into a
       pledge agreement, dated Nov. 14, 2008, with U.S. Bank, as
       the collateral agent.

Under the Indenture, the company issued the Notes bearing an
interest rate of 13.00% and maturing on Nov. 15, 2013, to certain
initial purchasers of the Notes.  Interest on the Notes will be
payable semi-annually on May 15 and Nov. 15 of each year,
beginning on May 15, 2009.  Pursuant to the Indenture, the Notes
are guaranteed on a senior basis by the guarantors.

Furthermore, the Indenture contains covenants that will limit the
company's and the guarantors' ability to:

   (i) pay dividends or distributions, repurchase equity, prepay
       subordinated debt or make certain investments;

  (ii) incur additional debt or issue certain disqualified stock
       and preferred stock;

(iii) incur liens on assets ;

  (iv) merge or consolidate with another company or sell all or
       substantially all assets;

   (v) enter into transactions with affiliates;

  (vi) allow to exist certain restrictions on ability of
       guarantors to transfer assets; and

(vii) enter into sale and lease-back transactions.

In addition, pursuant to the Indenture, if the company experiences
certain change of control or, under certain circumstances, if the
company or a Guarantor sells assets or experiences an event of
loss with respect to the Asset Collateral, the company will be
required to offer to repurchase all or a portion, as applicable,
of the outstanding Notes.  Moreover, the Notes will be redeemable
at the option of the company at any time prior to the maturity
date at 100% of their principal amount plus any accrued interest
and a make-whole premium set forth in the Indenture.

Pursuant to the Security Agreement, New York-New York LLC granted
a security interest on the Asset Collateral to the collateral
agent to secure the obligations by New York-New York LLC under its
guarantee of the Notes.  Pursuant to the Pledge Agreement, the
company and New PRMA agreed to pledge, upon receipt of the
necessary gaming approvals, the Equity Collateral to secure the
obligations of the company under the Notes and the obligations of
New PRMA under its guarantee of the Notes.  The Security Agreement
and the Pledge Agreement contain customary representations and
warranties.

U.S. Bank also serves as the trustee under various other
indentures governing the terms and conditions of certain of the
company's outstanding debt securities.

                     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'S STORES: Drop in Sales Won't Affect S&P's 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that Irving, Texas-based
Michaels Stores Inc.'s (B-/Stable/--) announcement that total
sales were down 3.0% and same-stores sales were down 6.5% in its
third quarter has no immediate effect on the company's rating or
outlook.  The company also announced that it had $92 million in
cash and an additional $510 million of availability under it
asset-based revolving credit facility.

The sales declines and likely corresponding margin declines mean
that credit metrics are exceedingly weak, and the deterioration
will continue in the fourth quarter.  However, a future downgrade
or negative outlook revision would focus on the company's
liquidity, which S&P still feels is adequate in the near term,
considering its cash position, revolving credit facility
availability, and lack of any material maintenance covenants.


ML-CFC COMMERCIAL: Moody's Junks Ratings on Classes N & P Certs.
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed 14 classes of ML-CFC Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007-6 and
placed nine classes on review for possible downgrade:

  -- Class A-1, $20,447,696 affirmed at Aaa

  -- Class A-2, $170,430,000, affirmed at Aaa

  -- Class A-2FL, $150,000,000, affirmed at Aaa

  -- Class A-3, $60,689,000, affirmed at Aaa

  -- Class A-4, $728,987,000, affirmed at Aaa

  -- Class A-1A, $363,993,755, affirmed at Aaa

  -- Class AM, $214,593,000, affirmed at Aaa

  -- Class AJ, $107,403,000, affirmed at Aaa

  -- Class AJ-FL, $75,000,000, affirmed at Aaa

  -- Class X, Notional, affirmed at Aaa

  -- Class B, $42,919,000, affirmed at Aa2

  -- Class C, $16,094,000, affirmed at Aa3

  -- Class D, $34,872,000, affirmed at A2

  -- Class E, $18,776,000, affirmed at A3

  -- Class F, $24,142,000, currently rated Baa1, on review for
     possible downgrade

  -- Class G, $24,142,000, currently rated Baa2, on review for
     possible downgrade

  -- Class H, $26,824,000, currently rated Baa3, on review for
     possible downgrade

  -- Class J, $5,365,000, downgraded to Ba2 from Ba1, on review
     for possible downgrade

  -- Class K, $5,365,000, downgraded to Ba3 from Ba2, on review
     for possible downgrade

  -- Class L, $5,364,000, downgraded to B1 from Ba3, on review for
     possible downgrade

  -- Class M, $5,365,000, downgraded to B3 from B1, on review for
     possible downgrade

  -- Class N, $5,365,000, downgraded to Caa1 from B2, on review
     for possible downgrade

  -- Class P, $5,365,000, downgraded to Caa2 from B3, on review
     for possible downgrade

Moody's downgraded Classes J, K, L, M, N, and P due to the decline
in performance of the Peter Cooper Village and Stuyvesant Town
Loan, anticipated losses from specially serviced loans and
increased dispersion.  Moody's placed Classes F, G, H J, K, L, M,
N and P on review for possible downgrade due to concerns about
possible further decline in the performance of the pool, including
the PCV-ST Loan.

As of the Oct. 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 0.4%
to $2.14 billion from $2.15 billion at securitization.  The
Certificates are collateralized by 146 mortgage loans ranging in
size from less than 1.0% to 10.4% of the pool, with the top 10
loans representing 46.0% of the pool.  At securitization, the PCV-
ST Loan had an investment grade underlying rating, but the
property's performance has declined and the loan no longer has an
investment grade underlying rating.

The pool has not experienced any losses since securitization. One
loan, representing less than 1% of the pool, is currently in
special servicing.  Moody's is currently estimating a $3.8 million
loss for the specially serviced loan.  Thirteen loans,
representing 16% of the pool, are on the master servicer's
watchlist.  The watchlist includes loans which meet certain
portfolio review guidelines established as part of the Commercial
Mortgage Securities Association's monthly reporting package.  As
part of Moody's ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.

Moody's was provided with full or partial year 2007 and partial-
year 2008 operating results for 97% and 65% of the pool,
respectively.  Moody's weighted average loan to value ratio for
the conduit component is 114% compared to 107% at securitization.
In addition to the overall decline in pool performance, LTV
dispersion has increased since securitization.  Based on Moody's
analysis, approximately 81% of the conduit pool has a LTV in
excess of 100% compared to 70% at securitization.  Approximately
36% has a LTV in excess of 120% compared to 25% at securitization.

The Peter Cooper Village and Stuyvesant Town Loan ($202.3 million
-- 9.5%) represents a pari passu interest in a $3.0 billion first
mortgage.  The loan is secured by two adjacent multifamily
apartment complexes totaling 11,227 units located on the east side
of Manhattan.  The borrower is pursuing a comprehensive renovation
of the property and conversion of rent regulated units to market
rents.  However, progress has been slower than expected. As of
June 2008, approximately 35.8% of the apartments were at market
rate, compared to 28.5% at securitization.  In addition to the
delay in converting apartments, operating expenses have been
higher than projected, largely due to utility expenses and repairs
and maintenance expenses associated with upgrading apartments upon
tenant lease expirations.  At securitization, a $400.0 million
interest reserve and a $190.0 million general reserve were
established to cover interest shortfalls.

As of September 2008, approximately $200.0 million of these
reserves remain.  At the present pace of the conversion program,
it is expected that the reserves will be depleted by the end of
the third quarter of 2009.  The loan is on the servicer's
watchlist due to low debt service coverage.  The loan sponsors are
Tishman Speyer and BlackRock Realty Advisors.  In addition to the
first mortgage loan, there is a $1.4 billion mezzanine loan
secured by a pledge of equity interests in the borrower.  Moody's
current valuation of this loan reflects a slower rate of
conversion of units to market rates, higher expenses and a lower
market rental growth, resulting in a decrease in value.  Moody's
underlying rating is Ba3 compared to Baa3 at securitization.

The three largest conduit loans represent 21.4% of the pool.  The
largest loan is the MSKP Retail Portfolio Loan ($223.4 million --
10.4%), which is secured by eight retail properties located in
different submarkets in Florida.  The properties range in size
from 63,000 to 230,000 square feet and total 1.2 million square
feet.  Occupancy has declined to 83% as of June 2008 compared to
88% at securitization.  Performance has been impacted by increased
operating expenses.  The loan is on the servicer's watchlist for
low debt service coverage.  The loan is interest only for its
entire 10-year term.  Moody's LTV is 147% compared to 134% at
securitization.

The second largest loan is the Westfield Southpark ($150.0 million
-- 7.0%), which is secured by the borrower's interest in a
1.6 million square foot regional mall (887,000 square foot
collateral) located in suburban Cleveland, Ohio.  The center is
anchored by Dillard's, Macy's, Sears and J.C. Penney.  The in-line
stores were 91% occupied as of June 2008 compared to 82% at
securitization.  The loan is interest only for its entire 10-year
term.  Moody's LTV is 80%, the same as at securitization.

The third largest loan is the Blackpoint Puerto Rico Retail
Portfolio Loan ($84.7 million -- 4.0%), which is secured by six
retail properties located in Puerto Rico.  The properties range in
size from 59,000 to 306,000 square feet and total 855,000 square
feet.  Occupancy has declined to 81% as of June 2008 compared to
89% at securitization.  Performance has been impacted by a decline
in rental income since securitization due to the decline in
occupancy.  The loan is on the servicer's watchlist due to low
debt service coverage.  The loan is interest only for its entire
5-year term.  Moody's LTV is 127% compared to 115% at
securitization.  Moody's periodically completes full reviews in
addition to monitoring transactions on a monthly basis.  Moody's
prior full review is summarized in a Presale Report dated
March 21, 2007.  This is Moody's full first review since
securitization.

Moody's has published rating methodologies outlining Moody's
analytical approach to surveillance and Moody's approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining Moody's ratings approach to
the various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

* CMBS: Moody's Approach to Surveillance, Sept. 30, 2002 -- this
  paper provides an overview of Moody's surveillance philosophy,
  an indication of what prompts a conduit review, how conduit and
  large loan monitoring is performed, and what Moody's objectives
  are with respect to post-closing requests and servicer reviews;

* CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
  Sept. 15, 2000 -- this paper provides an overview of rating
  methodology and process with details on property level analysis,
  loan level analysis, legal and structural characteristics, and
  portfolio characteristics with supplementary information on
  legal issues, a research summary, helpful information for
  commercial real estate transactions, capitalization rates, and
  guidelines for capital reserves; and

* US CMBS: Moody's Approach to Rating Fusion Transactions,
  April 19, 2005 -- this paper discusses the key ratings factors
  for fusion deals (large loan credit quality, composition and
  correlation of the large loan pool, and conduit diversity),
  value drivers for office and retail properties, valuation and
  cap rate issues, property type volatility, Moody's large loan
  tranching methodology, and an assessment of subordination
  levels.


MOBILE DYNAMICS: Goes Bankrupt, Owes Best Western & Students
------------------------------------------------------------
Tony Ricciuto at The Niagara Falls Review reports that Mobile
Dynamics Canada has gone bankrupt.

The Niagara Falls Review quoted student Neil Costa as saying, "We
had students from all over the world.  Some of them had to call
their parents and get flights booked so that they could go home.
This is a government accredited school and once you pass the two-
month course you get certified and can start a career in the car
audio industry."

According to The Niagara Falls Review, Mobile Dynamics had an
arrangement worked out with the Best Western Hotel so that
students could live at the hotel.  Payment for the hotel was
included in the students' tuition fees, says the report.

Best Western said that it was also owed money by Mobile Dynamics
and if the students wanted to continue staying they would need to
pay additional money, The Niagara Falls Review relates, citing Mr.
Costa.

The Niagara Falls Review reports that Mobile Dynamics said in a
letter posted on its door that students would be contacted in
about a week regarding their refund.  Mr. Costa, says the report,
paid about $9,000 in tuition fees.

Mobile Dynamics Canada is a private career college in Richmond
Hill in Canada.  The school was founded in 1990.  It trains
students in the field of mobile electronics installation.  It has
a sister U.S. campus, in Phoenix, Arizona, which is still open.


MORGAN STANLEY: S&P Cuts Rating on $3MM Class A-6 Notes to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$3.0 million class A-6 secured fixed-rate notes from Morgan
Stanley ACES SPC's series 2006-8 to 'CCC' from 'CCC+'.  At the
same time, S&P lowered its rating on the $3.5 million class A-14
secured fixed-rate notes from the same series to 'CCC+' from 'B'.
This rating remains on CreditWatch, where it was placed with
negative implications on Oct. 16, 2008.

The downgrade of class A-6 reflects the Nov. 14, 2008, lowering of
the senior unsecured debt rating on Millennium Chemical Inc.  The
downgrade of class A-14 reflects the Nov. 17, 2008, lowering of
the senior unsecured debt rating on American Axle & Manufacturing
Holdings Inc., which remains on CreditWatch negative.

Morgan Stanley ACES SPC's series 2006-8 is a credit-linked note
transaction.  The rating on each class of notes is based on the
lowest of (i) the rating on the respective reference obligations
for each class (with respect to class A-6, the senior unsecured
notes issued by Millennium America Inc. {'CCC'}, guaranteed by
Millennium Chemical Inc. and with respect to class A-14, the
senior unsecured notes issued by American Axle & Manufacturing
Holdings Inc. {'CCC+/Watch Neg'}); (ii) the rating on the
guarantor of the counterparty to the credit default swap, the
interest rate swap, and the contingent forward agreement, Morgan
Stanley (A+/Negative/A-1); and (iii) the rating on the underlying
securities, the class A certificates issued by BA Master Credit
Card Trust II's series 2001-B due 2013 ('AAA').


MRV COMMUNICATIONS: Gets Additional Delisting Notice from Nasdaq
----------------------------------------------------------------
MRV Communications, Inc. received an Additional Staff
Determination letter from The Nasdaq Stock Market stating that MRV
is not in compliance with Nasdaq's Marketplace Rule 4310(c)(14)
because it did not file its Quarterly Report on Form 10-Q for the
quarter ended Sept. 30, 2008, timely and that such noncompliance
serves as an additional basis for delisting MRV's common stock
from Nasdaq.

On Aug. 14, 2008, MRV received a Nasdaq Staff Determination letter
stating that the company was not in compliance with Nasdaq's
listing requirements because it did not file its Quarterly Report
on Form10-Q for the quarter ended June 30, 2008, by the required
deadline.  In response to the Aug. 14, 2008, Nasdaq-staff
determination letter, MRV initiated an appeal process by
requesting a hearing before the Nasdaq Listing Qualifications
Panel, which hearing was held on Oct. 16, 2008.  At the hearing,
MRV requested that its common stock continue to be listed on
Nasdaq pending completion of the review by a special committee of
MRV's Board of Directors into MRV's past stock options practices
and other unrelated accounting issues and the likely restatement
of the company's financial statements.

The Panel issued a decision on Nov. 10, 2008, granting MRV an
extension of time to Feb. 10, 2009, to file its June 10-Q and
indicating that such extension represents, pursuant to Nasdaq
Marketplace Rule 4802(b), the full extent of the Panel's
authority to grant an exception with respect to the June 10-Q.
MRV may seek an additional extension of time in the event the
company is not able to meet the Feb. 10, 2009, deadline, but there
can be no assurance an additional extension, if requested, will be
granted.

Pursuant to Nasdaq Marketplace Rule 4804(c), MRV plans to present
its views to the Panel with respect to the delay in filing the
September 10-Q, which is subject of the Additional Staff
Determination letter of Nov. 13, 2008, and seek additional time to
make the delinquent filing.  There can be no assurance that the
Panel will grant MRV's request for continued listing pending the
filing of its September 10-Q.  Until a decision by the Panel on
this extension request, MRV's common stock will continue to be
listed on Nasdaq.

                  About MRV Communications Inc.

Headquartered in Chatsworth, California, MRV Communications Inc.
-- http://www.mrv.com/and http//www.sourcephotonics.com/ --
(Nasdaq:MRVC) provides network equipment and services, and optical
components.  MRV's network equipment business provides equipment
used by commercial customers, governments and telecommunications
service providers, and includes switches, routers, physical layer
products and out-of-band management products well as specialized
networking products for aerospace, defense and other applications
including voice and cellular communication.  MRV markets and sells
its products worldwide through a variety of channels, including a
dedicated direct sales force, manufacturers' representatives,
value-added-resellers, distributors and systems integrators.  MRV
also has operations in Europe that provide network system design,
integration and distribution services that include products
manufactured by third-party vendors, well as internally developed
and manufactured products.  The company's optical components
business, operating under the Source Photonics brand, includes
Source Photonics Inc. and Fiberxon Inc., both wholly owned
subsidiaries of MRV. Publicly traded since 1992.

As reported in the Troubled Company Reporter on Aug. 4, 2008,
MRV Communications Inc. disclosed that the internal review of the
special committee appointed by its board of directors is ongoing
and the adjustments to MRV's historical financial statements have
yet to be determined.


MXENERGY HOLDINGS: S&P Says Amendments Won't Affect 'CCC+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services indicated that MXEnergy
Holdings Inc.'s (CCC+/Watch Neg/--) disclosure concerning the
execution of certain amendments to its credit agreement are
already incorporated into the company's 'CCC+' corporate credit
rating and would not immediately affect ratings at this time.  The
disclosed amendments provide for reductions in borrowing capacity
at set milestone dates as the winter heating season progresses.
Available borrowing capacity will decline to a maximum of
$125 million at maturity on July 31, 2009.  The amendments allow
the company to continue to hedge its commodity exposure through
the upcoming winter heating season, and are needed to preserve
short-term liquidity given the recent decline in natural gas
prices, which has resulted in a reduction to the company's
borrowing base.

As preconditions for the amendments, MXEnergy has agreed to either
repay any outstanding amounts under the revolving credit facility
or obtain a $75 million equity infusion by May 31, 2009.  These
actions are collectively referred to as "Liquidity Events" under
the agreement.  Failure to take one or more of these actions would
be an event of default under the agreement. Furthermore, MXEnergy
has agreed to take several interim steps to demonstrate its
ability to meet these conditions.  Failure to meet these milestone
dates (the earliest of which is Dec. 15, 2009) would also
constitute a default under the agreement.  Standard & Poor's views
these amendments as substantially increasing the default risk of
MXEnergy over the next six months given the continuing uncertainty
in the capital markets.  However, these risks are currently
reflected in the 'CCC+' rating.  S&P could lower the ratings if
the company cannot articulate its plan for achieving these
milestones before Dec. 31, 2009, as required under the amendment.


NASH FINCH: S&P Changes Outlook to Positive; Keeps 'B+' Rating
--------------------------------------------------------------
Standard & Poor's Rating Services said it revised its outlook on
Minneapolis-based Nash Finch Co. to positive from stable.  At the
same time, S&P affirmed all other ratings on the company,
including the 'B+' corporate credit rating.

"The outlook revision to positive reflects the incremental gains
the company has made at both its distribution and retail
segments," said Standard & Poor's credit analyst David Kuntz, "and
expectations for continued stability at the military food
distribution division."  The company has met with moderate success
with its Operation Fresh Start program, resulting in positive
margin momentum.  "This has translated into an enhanced credit
protection profile year over year," added Mr. Kuntz.


NELSON EDUCATION: S&P Cuts Second-Lien Debt Rating to 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Toronto-based Nelson Education Ltd. to
'B-' from 'B'.  The outlook is stable.

At the same time, S&P lowered the rating on the company's first-
lien debt to 'B' from 'BB-', and revised the recovery rating to
'2' from '1'.  The '2' recovery rating indicates an expectation of
substantial (70%-90%) recovery in the event of a payment default,
in contrast to a '1' recovery rating, which indicates the
expectation of very high (90%-100%) recovery.  S&P revised the
recovery rating due to the use of a lower EBITDA amount and EBITDA
multiple in the event of default.

S&P also revised the rating on the second-lien debt to 'CCC' from
'CCC+'.  The recovery rating on the second-lien debt is unchanged
at '6', indicating and expectation of negligible (0%-10%) recovery
in a default scenario.

"The downgrade reflects Nelson's very high debt leverage,
resulting from the company's weaker-than-expected operating
performance in S&P's view," said S&P's credit analyst Lori Harris.
"The lower-than-expected profits resulted from softness in the
Canadian school segment (K-12), which affected Nelson because of
its strong presence in this category," Ms. Harris added.

The ratings on Nelson reflect what S&P sees as its highly
leveraged financial risk profile, seasonal sales, and lack of
geographic diversity given the high concentration of revenue in
Ontario, which is in line with the industry.  These factors are
slightly offset by the company's strong market position in the
Canadian educational publishing industry and solid operating
margin.

Nelson is the largest academic publisher in Canada, with the No. 1
market position in the school segment and the No. 2 position in
higher education.  The company benefits from a relationship with
Cengage Learning Holdings II L.P. (the former U.S. Thomson
Learning business; B/Stable/--) through an operating agreement
that doesn't expire until Jan. 1, 2018, and is renewable for
one-year extensions thereafter.

The stable outlook reflects S&P's expectation that Nelson's
operating performance will remain relatively stable in the medium
term, driven by its strong market positions in both the school and
higher education segments.  S&P would consider revising the
outlook to negative if the company's liquidity position weakened
or if leverage increased further.  Although unlikely because of
what S&P views as the company's very high debt leverage, S&P could
revise the outlook to positive if Nelson demonstrates a financial
policy consistent with a higher rating and reduces its debt
leverage substantially through sustainable earnings growth and
lower debt balances.


NETVERSANT SOLUTIONS: Gets Initial OK to Use $11MM Patriarch Loan
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware authorized NetVersant Solutions Inc. and
its debtor-affiliates to obtain, on an interim basis, up to
$11 million postpetition financing from group of financial
institution led by Patriarch Partners Agency Services LLC, as
administrative agent, and Zohar CDO 2003-1 Limited, Zohar II 2006-
1 Limited and Zohar III Limited, as lenders.

The proceeds of the facility will be used for (i) working capital
and generate corporate purposes; (ii) payment of costs of
administration of the Chapter 11 cases; (iii) payment of interest
and fees under the debtor-in-possession agreement; and (iv)
payment of costs and expenses of the DIP agent in connection with
the Chapter 11 cases.

The lenders committed to provide as much as $20 million to the
Debtors.

According to the credit agreement, the facility will incur
interests at a per annum rate equal to:

   i) the LIBOR Rate plus the LIBOR Rate Margin if the relevant
      obligation is an advance that is a LIBOR Rate Loan;

  ii) the Base Rate plus the Base Rate Margin if the relevant
      obligation is an advance that is a Base Rate Loan,; and

iii) the Base Rate plus the Base Rate Margin; Provided, however,
      that in no event will the Base Rate plus the Base Rate
      Margin be less than the LIBOR Rate plus the LIBOR Rate
      Margin.

The LIBOR Rate Margin is 8% and the Base Rate Margin is 7%.

To secure their DIP obligations, the lenders will be granted
superpriority administrative claims over all other administrative
claims under Section 507(b) of the United States Bankruptcy
Court.  Moreover, the lender will be paid a 2% of the commitment
at closing due and payable on the termination date.

The credit agreement contains customary and appropriate events of
default.

A hearing is set for Dec. 5, 2008, at 2:00 p.m., to consider final
approval of the motion.  Objections, if any, are due Dec. 4,2008.

A full-text copy of the Debtor-in-Possession Credit Agreement is
available for free at http://ResearchArchives.com/t/s?350f

A full-text copy of the Debtor-in-Possession Budget is available
for free at http://ResearchArchives.com/t/s?350f

                    About NetVersant Solutions

Headquartered in Houston, Texas, NetVersant Solutions, Inc. --
http://www.netversant.com/-- provides wireless network
infrastructure services.  The company also provides an array of
voice, video and data communication services.  The company and 20
of its affiliates filed for Chapter 11 protection on November 19,
2008 (Bankr. D. Del. Lead Case No. 08-12973).  Daniel B. Butz,
Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht &
Tunnell, represents the Debtors in their restructuring efforts.
The Debtor selected Porter & Hedges LLP as local counsel.  When
they filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million each.


NEW AMERICA HIGH: Receives NYSE Listing Non-Compliance Notice
-------------------------------------------------------------
The New America High Income Fund, Inc., received a letter from
NYSE Regulation, Inc. advising it that the Fund is not in
compliance with the New York Stock Exchange's continued listing
standard related to maintaining a consecutive thirty day average
closing stock price of over $1.00 per share.

The thirty day average closing stock price as of Nov. 12, 2008,
was $.99.  Under the Exchange's rules, the Fund has six months
from the date of the NYSE notice to cure the average price
deficiency, during which time, subject to compliance with the
Exchange's other continued listing standards, the Fund's shares of
common stock will continue to be listed and traded on the
Exchange.  If these conditions are not met during the six-month
cure period, NYSE indicated that it will commence suspension and
delisting procedures.  The Fund has notified NYSE that it intends
to take steps intended to cure the price deficiency within the
six-month cure period.

Based in Boston, Massachusetts, The New America High Income Fund,
Inc. (NYSE:HYB) -- http://www.newamerica-hyb.com/-- is a
diversified closed-end investment company.  The Fund's investment
objective is to provide high current income, while seeking to
preserve capital through investment in a diversified portfolio of
high-yield, fixed-income securities.


NEXCEN BRANDS: Missing 10-Q Cues Another Nasdaq Delisting Note
--------------------------------------------------------------
NexCen Brands, Inc., received additional notification from The
Nasdaq Stock Market that the company is not in compliance with the
continued listing requirement of Nasdaq Marketplace Rule
4310(c)(14) due to its failure to file its Quarterly Report on
Form 10-Q for the period ended Sept. 30, 2008.

As noted in the company's Notification of Late Filing on Form 12b-
25 filed with the SEC on Nov. 12, 2008, it expects to file its
Quarterly Report on Form 10-Q for the period ended Sept. 30, 2008,
soon as practicable after the company files an amendment to its
Annual Report on Form 10-K for the year ended Dec. 31, 2007, and
its Quarterly Reports on Form 10-Q for the periods ended March 31,
2008 and June 30, 2008.  At this time, the company anticipates
that it will complete these filings in the first quarter of 2009.

The company has received two Nasdaq Staff Determination letters
indicating that its common stock is subject to delisting pursuant
to Nasdaq Marketplace Rule 4310(c)(14) due to its failure to file
its Quarterly Reports on Form 10-Q for the periods ended March 31,
2008, and June 30, 2008.  After the company's receipt of the
initial letter for the first quarter of 2008, the company
requested and was granted a hearing before the Nasdaq Listing
Qualifications Panel.  At the hearing, held on July 10, 2008, the
company requested continued listing and presented to the Panel its
plan to regain compliance with Nasdaq's filing requirements.  On
Sept. 2, 2008, the Panel issued its decision granting the
company's request, subject to the condition that, on or before
Nov. 17, 2008, the company file its Quarterly Reports on Form 10-Q
for the periods ended March 31, 2008 and June 30, 2008.

On Oct. 15, 2008, the Nasdaq Listing and Hearing Review Council
informed the company that, pursuant to the Listing Counsel's
discretionary authority, it has stayed the Panel's Sept. 2, 2008,
decision and granted the company the opportunity to provide, by
Nov. 28, 2008, additional information to the Listing Council,
including an updated plan of compliance.  The company plans to
submit such additional information by the submission deadline.
The company's common stock will remain listed on Nasdaq pending
determination from the Listing Council.

On Oct. 22, 2008, representatives of Nasdaq also informed the
company that Nasdaq has temporarily suspended enforcement of the
minimum bid price requirement.  The company had received a Nasdaq
Staff Deficiency letter indicating that its common stock is
subject to delisting pursuant to Nasdaq Marketplace Rule
4450(a)(5) due to its failure to satisfy the minimum $1 bid price
requirement. Pursuant to Nasdaq Marketplace Rule 4450(e)(2), the
company was provided an initial period of 180 calendar days, or
until Jan. 5, 2009, to regain compliance.  The temporary
suspension tolls the compliance period for all companies presently
in a minimum bid price compliance period until reinstatement of
the rule on Jan. 19, 2009.  Accordingly, the company will now have
until April 13, 2009, to regain compliance with the minimum $1 bid
price requirement.

The company cannot provide any assurances that the Listing Council
will allow continued listing through such time that the company
will be able to file its Quarterly Reports on Form 10-Q for the
periods ended March 31, 2008, June 30, 2008, and Sept. 30, 2008,
or that the company will meet the minimum bid price requirement by
the revised April 13, 2009 deadline for compliance.

                       About NexCen Brands

NexCen Brands Inc. (NASDAQ: NEXC) -- http://www.nexcenbrands.com/
-- acquires and manages global brands, generating revenue through
licensing and franchising.  The company own and license the Bill
Blass and Waverly brands, well as seven franchised brands.  Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world.  The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

                          *     *     *

As reported by the Troubled Company Reporter on May 21, 2008, the
company believes that there is substantial doubt about its ability
to continue as a going concern, and pending completion of an
independent review, that this substantial doubt also may have
existed at the time the company filed its 2007 10-K.  The audit
committee of the company's Board of Directors has retained
independent counsel to conduct an independent review of the
situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


PANOLAM INDUSTRIES: Moody's Junks Corporate Family Rating From B2
-----------------------------------------------------------------
Moody's Investors Service downgraded Panolam Industries
International, Inc.'s corporate family rating to Caa1 from B2,
senior secured credit facilities ratings to B2 from Ba3, and
subordinated notes rating to Caa2 from Caa1.  Moody's also
downgraded the company's speculative grade liquidity rating to
SGL-4 from SGL-2.  The ratings outlook remains negative.

The downgrade of the corporate family rating to Caa1 from B2
reflects (i) continuing weakness in the company's end markets as
the company primarily sells to commercial and residential
construction markets; (ii) looming covenant issues, as the cushion
under the company's interest coverage and debt leverage covenants
is exceptionally narrow, and Moody's anticipates that the company
will need to amend its covenants in the near future; (iii)
historically low return on assets that could lead to asset
impairments, thereby weakening the company's equity base; (iv)
historically negative tangible net worth that is projected to
weaken further, as Moody's projects the company to generate losses
in 2009; (v) weak cash flow from operations generation, with a
large part of the CFO coming from depreciation and amortization.
It should be noted that the company has stepped up its
depreciation schedule in connection with acquisitions.

The company's ratings are supported by acceptable debt leverage
and interest coverage.  Moody's adjusted debt to EBITDA and EBITDA
to interest expense for the LTM period ended Sept. 30, 2008 were
5.5 times and 2 times, respectively.  However, Moody's projects
both of those metrics to deteriorate as 2009 unfolds and rolling
four quarter EBITDA declines.

The SGL rating was downgraded to SGL-4, indicating weak liquidity
for the next 12 months.  The SGL rating takes into consideration
internal and external liquidity, covenant compliance, as well as
access to alternative liquidity sources.  In terms of internal
liquidity, the company generated about $26 million of CFO for the
LTM period ended Sept. 30, 2008.  Cash on hand on Sept. 30, 2008
was $28 million.  The company has access to a $30 million
revolving credit facility, and at Sept. 30, 2008 the company had
$5 million of borrowings and $4.1 million of letters of credit
outstanding under the facility.  However, subsequent to Sept. 30,
2008, Panolam borrowed the remaining $20.9 million that was
available under the revolving credit facility in order to enhance
its liquidity.  The company's covenant compliance will become an
issue in the coming quarters as the maximum decline in EBITDA
under the company's debt leverage covenant and interest coverage
covenant on Sept. 30, 2008 was $1.3 million and $4.3 million,
respectively.  Given that the company increased its debt leverage
after Sept. 30, 2008, the covenants will certainly become tighter
as the effect of increased debt and declining EBITDA will place
pressure on the ratios.  In terms of alternate liquidity, all the
company's assets are encumbered, leaving very little that could be
sold to generate unrestricted cash.

The negative outlook reflects the uncertainty surrounding covenant
compliance as well as weakening business conditions in both
residential and commercial construction that will place pressure
on the company's performance.

These ratings/assessments for Panolam Industries International
were affected:

  -- Corporate Family Rating, downgraded to Caa1 from B2;

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

  -- $215 million Sr. Sec. 1st Lien Term Loan, due 2012,
     downgraded to B2 (LGD2, 25%) from Ba3 (LGD2, 29%);

  -- $30 million Sr. Sec. 1st Lien Revolver, due 2010, downgraded
     to B2 (LGD2, 25%) from Ba3 (LGD2, 29%);

  -- $151 million 10.75% Sr. Sub. Notes, due 2013, downgraded to
     Caa2 (LGD5, 79%) from Caa1 (LGD5, 84%).

  -- Speculative Grade Liquidity Rating, downgraded to SGL-4 from
     SGL-2.

Headquartered in Shelton, Connecticut, Panolam is an integrated
manufacturer of thermally fused melamine panels and high pressure
laminates.  Revenues for the LTM period ended Sept. 30, 2008 were
$392 million.


PARTS 2 GO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Parts 2 Go Trading Co.
        2110 Enterprise St
        Escondido, CA 92029

Case No.: 08-11760

Petition Date: November 19, 2008

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Judith A. Descalso
                  960 Canterbury Pl., Suite 340
                  Escondido, CA 92025
                  Tel: (760) 745-8380
                  Fax: (760) 860-9800
                  Email: descalso@pacbell.net

Total Assets:   $793,740

Total Debts:  $1,291,821

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

         http://bankrupt.com/misc/casb08-11760.pdf


PETROLEUM DEV'T: S&P Cuts Issue Rating on $203MM Sr. Notes to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue rating and
revised its recovery rating on Petroleum Development Corp.'s
$203 million senior unsecured notes due 2018.  S&P lowered the
issue rating to 'B' (the same as the corporate credit rating) from
'B+' and revised the recovery rating to '3' from '2', indicating
the expectation for meaningful (50% to 70%) recovery in the event
of a payment default.

This follows the company's announcement that it has increased its
unrated senior secured revolving credit facility to $375 million
from $300 million.

                             Ratings List

Petroleum Development Corp.
Corporate credit rating                       B/Positive/--

Ratings Revised
                                                To    From
$203 million senior unsecured notes due 2018   B     B+
  Recovery rating                               3     2


PETTERS COMPANY: U.S. Trustee Appoints 3-Member Creditors Panel
---------------------------------------------------------------
Habbo G. Fokkena, the United States Trustee for Region 12,
appointed 3 creditors to serve on the Official Committee of
Unsecured Creditors in Petters Company Inc. and its debtor-
affiliates' jointly administered Chapter 11 cases.  The list of
debtor-affiliates includes Petters Group Worldwide, LLC; PC
Funding, LLC, Thousand Lakes, LLC; SPF Funding, LLC; PL Ltd.,
Inc.; Edge One, LLC; MGC Finance, Inc.; PAC Funding, LLC; and Palm
Beach Finance Holdings, Inc.

The Creditors Committee members are:

     a) Ronald R. Peterson, as Chapter 7 trustee of
        Colossus Capital Fund, L.P.,
        Colossus Capital Fund, Ltd.,
        Lancelot Investors Fund II, L.P.,
        and related entities
        Acting Chairperson
        c/o Jenner & Block, LLP
        330 N. Wabash Avenue
        Chicago, IL 60611
        Tel: (312) 222-9350

     b) ArrowHead Capital Management, LLC
        Attn: James N. Fry
        601 Carlson Parkway
        Suite 1250
        Minnetonka, MN 55305
        Tel: (952) 224-5200
        Fax: (952) 224-5296

     c) Taunton Ventures, L.P.
        Attn: Paul Taunton
        990 Deerbrook Drive
        Chanhassen, MN 55317
        Tel: (952) 278-7849

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  They may investigate the Debtor's business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. Petters
Group Worldwide, LLC, and nine other debtor-affiliates filed
separate petitions for Chapter 11 relief on Oct. 11, 2008 (Bankr.
D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.


PETTERS COMPANY: Debtors to Each File Statements and Schedules
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota ordered
that notwithstanding any provision in the order of Oct. 22, 2008,
that provided for the joint administration of Petters Company,
Inc. and nine (9) debtor-affiliates' cases, the Debtors will each
file a set of statements and schedules to be entered in the case
of the particular debtor alone.

The Court also ordered that to have a deadline fixed for the
timely filing of proofs of claim for the cases, the Debtors will
each make a motion, with notice to parties-in-interest as
appropriate under the local rules.

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. Petters
Group Worldwide, LLC, and nine other debtor-affiliates filed
separate petitions for Chapter 11 relief on Oct. 11, 2008 (Bankr.
D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.


PETTERS COMPANY: Section 341(a) Meeting Set for Nov. 25, 2008
-------------------------------------------------------------
The United States Trustee for Region 12 will convene a meeting of
Petters Company, Inc. and its debtor-affiliates' creditors at
10:00 a.m.., on Nov. 25, 2008, at 300 South Street, in
Minneapolis, Minnesota.  The meeting of creditors will not be
concluded on November 25, but will be reconvened on Dec. 16, 2008,
at 10:00 a.m.

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

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

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. Petters
Group Worldwide, LLC, and nine other debtor-affiliates filed
separate petitions for Chapter 11 relief on Oct. 11, 2008 (Bankr.
D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.


PFF BANK: Bank Fails & FDIC Arranges Takeover by U.S. Bank
----------------------------------------------------------
U.S. Bank, National Association, Minneapolis, Minn., acquired the
banking operations, including all the deposits, of Downey Savings
and Loan Association, F.A., Newport Beach, Calif., and PFF Bank &
Trust, Pomona, Calif., in a transaction facilitated by the Federal
Deposit Insurance Corporation.

The combined 213 branches of the two organizations will reopen as
branches of U.S. Bank under their normal business hours, including
those with Saturday hours.  Depositors will automatically become
depositors of U.S. Bank. Deposits will continue to be insured by
the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.

Customers of both banks should continue to use their existing
branches until U.S. Bank can fully integrate the deposit records
of the organizations. Over the weekend, depositors can access
their money by writing checks or using ATM or debit cards.

As of September 30, 2008, Downey Savings had total assets of $12.8
billion and total deposits of $9.7 billion. PFF Bank had total
assets of $3.7 billion and total deposits of $2.4 billion. Besides
assuming all the deposits from the two California banks, U.S. Bank
will purchase virtually all their assets. The FDIC will retain any
remaining assets for later disposition.

The FDIC and U.S. Bank entered into a loss share transaction. U.S.
Bank will assume the first $1.6 billion of losses on the asset
pools covered under the loss share agreement, equal to the net
asset position at close. The FDIC will then share in any further
losses. Under the agreement, U.S. Bank will implement a loan
modification program similar to the one the FDIC announced in
August stemming from the failure of IndyMac Bank, F.S.B.,
Pasadena, CA.

The loss-sharing arrangement is expected to maximize returns on
the assets covered by keeping them in the private sector. The
agreement also is expected to minimize disruptions for loan
customers as they will maintain a banking relationship.

U.S. Bank currently has 353 offices in California. Downey Savings
and PFF Bank are not affiliated with each other. Downey Savings
has 170 branches in California and five in Arizona, and PFF Bank
has 38 branches in California.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) for Downey Savings will be $1.4 billion and $700 million for
PFF Bank. U.S. Bank's acquisition of all the deposits of the two
institutions was the "least costly" option for the FDIC's DIF
compared to alternatives.

These were the twenty first and twenty second banks to fail in the
nation this year, and the fourth and fifth banks to close in
California. The last bank to be closed in the state was Security
Pacific Bank, Los Angeles, on November 7, 2008.

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system. The
FDIC insures deposits at the nation's 8,451 banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, monitoring and addressing risks to
which they are exposed. The FDIC receives no federal tax dollars;
insured financial institutions fund its operations.


PINNACLE FOODS: S&P Keeps B- Corp. Credit Rating; Outlook Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Mountain Lakes, New Jersey-based Pinnacle Foods Group
LLC to stable from positive.  At the same time, S&P affirmed all
ratings on the company, including the 'B-' corporate credit
rating.  As of Sept. 28, 2008, Pinnacle had about $1.8 billion of
reported debt.

"The outlook revision reflects S&P's expectations that Pinnacle
will not improve credit measures to previously anticipated levels
over the nearer term, due to its lower free cash flow forecast for
the remainder of 2008, largely due to one-time events," said
Standard & Poor's credit analyst Christopher Johnson.

The ratings reflect Pinnacle's high debt levels, and its
participation in the highly competitive, although somewhat
recession-resistant, packaged food industry.

The outlook is stable, reflecting the company' adequate liquidity
position, and S&P's expectation that leverage will remain in the
7.5x area due to lower than previously expected free cash flow
available to reduce debt over the near term.  S&P could revise the
outlook back to positive if the company's operating performance
moderately improves and adjusted debt to EBITDA declines below
7.5x.  S&P estimates this would occur if 2009 EBITDA margins stay
in the mid-15% range, the company generates low-single-digit net
sales growth, and applies a portion of estimated free cash flows
in 2009 of about $50 million to debt reduction.

Alternatively, S&P could revise the outlook to negative if S&P's
estimated EBITDA cushion on the company's triggering leverage
ratio falls below 10% ahead of its anticipated third-quarter 2009
revolver drawdown.


PLY GEM: S&P Puts 'B' Corporate Rating on Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Cary,
North Carolina-based Ply Gem Industries Inc., including its 'B'
corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch listing reflects S&P's assessment that as a
result of the continued depressed level of housing starts and
lower residential repair and remodeling activity, a trend S&P
expects to continue through at least 2009, Ply Gem's operating
performance will likely continue to suffer, possibly resulting in
a weakening of credit measures that will no longer be consistent
with the current rating," said S&P's credit analyst Thomas
Nadramia.

In addition, cash interest increases by about $15 million during
2009 in conjunction with the company's 2008 senior secured note
offering.  The additional interest burden, combined with the
possibility of weaker EBITDA, could result in the company
utilizing its $150 million asset-based revolver for debt service.

As of Sept. 27, 2008, Ply Gem's liquidity was $166.1 million,
consisting of $20.5 million in cash and $146.1 million of
availability on its $150 million credit facility.

In resolving S&P's CreditWatch listing, S&P will consider the
impact that the challenging operating environment will have on Ply
Gem's near-term credit measures and liquidity position.


POTOMAC EDISON: Fitch Says Rate Pact Could Restore Profile
----------------------------------------------------------
Fitch Ratings views Potomac Edison Company's proposed rate
settlement agreement in Virginia as a favorable step toward
restoring the utility's credit profile.  The proposed agreement
was reached among Potomac Ed, the staff of the Virginia State
Corporation Commission, a group of large and mid-sized commercial
and industrial customers, and the office of the Virginia Attorney
General to permit the recovery of purchased power costs in
Virginia for Potomac Ed.

The VSCC still needs to approve the proposed settlement agreement
before it can take effect, and a ruling may not occur until the
end of the year.  Fitch would view a supportive ruling by the VSCC
as favorable to maintaining Potomac Ed's credit quality, and it
likely would result in a Ratings Outlook revision to Stable from
Negative.  Potomac Ed's issuer default rating is 'BB+' and its
senior secured bonds are rated 'BBB'.

The proposed agreement would help resolve the ongoing issues
related to Potomac Ed's under-recovery of purchased power costs in
the Virginia portion of its service territory and the uncertainty
over the tariff structure in Virginia after the existing capped
rate period expires.  Since July 1, 2007, Potomac Ed has been
materially under-recovering purchased power costs in Virginia,
which has resulted in significantly weaker credit metrics.  Under
the proposed agreement, Potomac Ed would continue to collect a
previously allowed interim rate increase of $73 million per annum
through June 30, 2009.  After VSCC approval of the settlement,
Potomac Ed would conduct an auction to purchase power to meet its
load.  The utility would then absorb some of the higher purchased
power costs from July 1, 2009 until July 1, 2011, at which time
going forward it would be allowed full recovery.  Until the VSCC
approves the settlement setting in motion the auction process and
Potomac Ed procures the power, the actual financial impact cannot
be determined.

Ultimately, credit metrics would improve following the proposed
settlement, but remain weak through the first half of 2011, after
which time Potomac Ed would be able to fully restore its financial
profile.  Fitch plans to review the credit rating upon final
resolution of the rate order and power auction.


REDDY ICE: Receives Listing Non-Compliance Notice from NYSE
-----------------------------------------------------------
Reddy Ice Holdings, Inc., was notified by NYSE Regulations, Inc.,
that it is not in compliance with one of the continued listing
standards of the New York Stock Exchange.

Reddy Ice is considered below criteria established by the NYSE
because the company's total market capitalization has been less
than $75 million over a consecutive 30 trading-day period and its
last reported shareholders' equity was less than $75 million.

In accordance with NYSE procedures, Reddy Ice has 45 days from the
receipt of the notice to submit a plan to the NYSE demonstrating
how it intends to comply with the NYSE's continued listing
standards within 18 months.  Upon receipt of the company's plan,
the NYSE has 45 calendar days to review and determine whether the
company has made a reasonable demonstration of its ability to come
into conformity with the relevant standards within the 18 month
period.  The NYSE will either accept the plan, at which time the
company will be subject to ongoing monitoring for compliance with
this plan, or the NYSE will not accept the plan and the company
will be subject to suspension and delisting proceedings.  As
required by the NYSE's rules, the company plans to notify the NYSE
within 10 business days of receipt of the non-compliance notice of
the company's intent to submit a plan to remedy its non-
compliance.

The company's common stock remains listed on the NYSE under the
symbol "FRZ," but will be assigned a ".BC" indicator by the NYSE
to signify that the company is not currently in compliance with
the NYSE's continued listing standards.  The company is required
to maintain compliance with other applicable NYSE continued
listing requirements, including the minimum global market
capitalization standard, which requires the company to maintain
an average global market capitalization of at least $25 million
over a consecutive 30 trading-day period.  Failure to maintain
compliance with this requirement would result in the NYSE promptly
initiating suspension and delisting procedures.  On Nov. 17, 2008,
Reddy Ice's common stock had a closing price of $1.17 per share,
equating to a market capitalization of approximately $26 million.

                  About Reddy Ice Holdings, Inc.

Reddy Ice Holdings, Inc., through its wholly-owned subsidiary,
Reddy Ice Corporation, manufactures and distributes packaged ice
products.  Reddy Ice is a manufacturer of packaged ice products in
the United States and serves approximately 82,000 customer
locations in 31 states and the District of Columbia.  Typical end
markets include supermarkets, mass merchants, and convenience
stores.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 20, 2008,
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating of Reddy Ice Holdings, Inc. to
B2 from B1 and assigned an SGL-3 speculative grade liquidity
rating.  Moody's concurrently lowered the ratings on the $300
million senior secured credit facility and senior discount notes
by one notch.  Moody's said the rating outlook is negative.

As reported in the Troubled Company Reporter on Aug. 20, 2008,
Standard & Poor's Ratings Services revised its outlook on Dallas,
Texas-based Reddy Ice Holdings Inc. and its wholly owned operating
subsidiary, Reddy Ice Corp. (Reddy Ice) to negative from stable.
At the same time, S&P affirmed all of its ratings on the company,
including the 'B+' corporate credit rating.  As of June 30, 2008,
Reddy Ice had about $438 million in adjusted debt.


RENO-SPARKS INDIAN: Fitch Downgrades Issuer Rating to 'BB'
----------------------------------------------------------
In the course of routine surveillance, Fitch Ratings downgrades to
'BB' from 'BBB-' the long-term issuer rating on the Reno-Sparks
Indian Colony, Nevada.  The RSIC has outstanding debt of
$15.8 million, series 2006 fixed rated bonds rated 'AA-' by Fitch
based on a direct-pay letter of credit provided by U.S. Bank,
National Association.  The Rating Outlook is Stable.

The downgrade to 'BB' reflects the deterioration in financial
flexibility reflected in reduced reserve levels and limited
ability to cut expenditures.  Long-term fiscal stability is
heavily reliant upon the successful completion and operation of
key economic development projects and the resultant sales tax
revenues.  The RSIC's main revenue source is sales and excise
taxes with a concentration in tobacco products.  At the time of
the original rating the RSIC's tobacco sales were bucking national
trends but sales over the last few years more closely reflect
declining nationwide consumption.

The tribe levies sales and excise taxes on businesses operating on
tribal trust land.  The five RSIC-owned smoke shops, combined,
provide the largest source of tax revenue to the tribe.  The
tribe's authority to collect sales and excise taxes is generated
from an agreement with the state signed in 1991.  The agreement
stipulates that the tribe must charge a rate at least equivalent
to the state's sales and excise taxes on tobacco products.  The
RSIC maintains an important pricing advantage over its non-tribal
competitors as the tribe does not pay taxes on the product it
purchases for sale.  There are no other tribally owned smoke shops
in the RSIC service area.

Sales and excise taxes from tobacco products totaled a high 49% of
general fund revenues in 2007, down from 74% in 2005.  The
reduction in revenue concentration is largely due to demand for
the RSIC's tobacco products mirroring nationwide declining
consumption trends and the success of other tax-paying entities.
RSIC officials continue to work on generating alternate sources of
sales tax and rental income and have shown some success to date
with the presence of two high-end car dealerships.  At the time of
Fitch's initial rating in 2006 the RSIC expected the near term
development of a Wal-Mart but the project was delayed.  RSIC
officials report that the project is moving forward and is set to
break ground the first half of 2009.

The RSIC's 2007 audit shows a significant decline in financial
flexibility reflected in the third straight year of general fund
deficits.  The RSIC maintains reserves in other funds that are
available for general use but overall flexibility is low.  In
2007, the tribe reported a general fund deficit of $2.7 million,
down from $11.5 million in 2004, the most recent audit available
at the time of the initial rating.  Fund balance across the
general, enterprise and capital improvement funds in 2007 was
$7.9 million, or 19.9% of spending, but also down from the 2004
figure of $9.9 million or 34.3% of spending.

Year to date 2008 reports show $4.3 million unreserved fund
balance across these same funds and an additional $1.6 million of
cash available in the grant fund.  While a low level of
flexibility was factored into the original rating, current levels
are lower than expected.  Tobacco related revenues are projected
to decline but if the current Wal-Mart development schedule is
met, the RSIC expects to start building balances in mid-2009 and a
return to more stable financial operations by 2010.  However, even
if the project is built on schedule negative national economic
trends, specifically in the retail sector, could pressure
revenues.  The tribe does maintain some flexibility as capital
spending has increased significantly since 2004 but over the long
term, the RSIC's financial wherewithal will always be reliant on
sales and excise taxes which are sensitive to economic swings.

Any diversification away from tobacco products and within the sale
and excise revenue base may add some level of financial stability.
The RSIC's debt profile includes $8 million in outstanding bank
loans in addition to the bonds.  The RSIC is currently in
negotiations to renew the LOC supporting the bonds, which expires
June 28, 2009.  If the LOC is terminated without substitution a
mandatory tender is triggered.  At that point the bonds become
bank bonds and the terms of the indenture specify that the RSIC
must pay the bonds in full within 36 hours or pay a rate to the
bank of 5% above prime until the bonds are paid in full.  Ongoing
payments required under these terms would add significant
additional stress to the RSIC's financial profile.

The RSIC is a federally recognized tribe with a reservation
consisting of noncontiguous trust land totaling over 2,000 acres
in and around downtown Reno, Nevada, within Washoe County.  The
tribe has 847 enrolled members and employs approximately 317
people, 45% of which are tribal members.  The tribe is governed by
an eight-member tribal council and a tribal chairman, all elected
to four year terms.


RESERVOIR FUNDING: Moody's Junks Ratings on Three Classes of Notes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings of these three classes of notes
issued by Reservoir Funding, Ltd.:

Class Description: $374,900,000 Class A-1-NV First Priority Senior
Non-Voting Floating Rate Notes Due 2040

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: A2, on review for possible downgrade

Class Description: $100,000 Class A-1-V First Priority Senior
Floating Rate Notes Due 2040

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: A2, on review for possible downgrade

Class Description: $75,000,000 Class A-2 Second Priority Senior
Floating Rate Notes Due 2040

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: B3, on review for possible downgrade

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

Class Description: $34,500,000 Class B Third Priority Floating
Rate Notes Due 2040

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: Ca

Class Description: $3,000,000 Class C Fourth Priority Mezzanine
Floating Rate Deferrable Notes Due 2040

  -- Prior Rating: Ca
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

Class Description: $7,000,000 Class D Fifth Priority Mezzanine
Floating Rate Notes Due 2040

  -- Prior Rating: Ca
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

According to Moody's, the rating changes reflect the deterioration
in the credit quality of the transaction's underlying collateral,
the majority of which consists of subprime RMBS and ABS CDOs.
Moody's notes that the transaction is currently failing the
mezzanine overcollateralization test and that the weighted average
rating has increased significantly since the last rating action
was taken.

Moody's announced on Sept. 18, 2008 that it is revising its
expected loss assumptions which are used for the surveillance of
ratings of ABS CDOs holding subprime RMBS, specifically of the
second half 2005 -- first half 2007 vintages. Moody's stated that
for purposes of monitoring its ratings of ABS CDOs with exposure
to second half 2005 -- first half 2007 subprime RMBS, it will rely
on certain projections of the lifetime average cumulative losses
for vintages of RMBS set forth in a recent Moody's Special Report.

Moody's explained that it will utilize the range of loss
projections set forth in the report based on deal performance and
quarterly vintage to modify its prior assumptions of the expected
loss inputs when monitoring ABS CDO ratings.

While this transaction is primarily exposed to 2004 vintage
collateral, the credit quality of the ABS CDO securities in the
pool has deteriorated significantly since the prior rating action.


RESI AND RESIX: Moody's Reviews Ratings on 52 Tranches in 13 Deals
------------------------------------------------------------------
Moody's Investors Service has placed on review the ratings of
fifty two tranches issued in thirteen transactions from the RESI
and RESIX shelves and corrected the ratings of 6 tranches in two
RESIX transactions.  The RESI certificates are protected through
subordination including a non-amortizing unrated tranche.  The
synthetic transaction provides the owner of a sizable pool of
jumbo mortgages credit protection similar to the credit
enhancement provided through subordination in conventional
residential mortgage backed securities transactions.

The reference portfolio includes prime conforming and
nonconforming balance of primarily fixed-rate mortgages purchased
from various originators.  The portfolio is generally static as in
most RMBS deals.

Through an agreement with the securities issuer, the Protected
Party pays a fee for the transfer of a portion of the portfolio
risk.  Investors in the securities have an interest in the
holdings of the issuer, which include highly rated investment
instruments, a forward delivery agreement and fee collections on
the agreement with the Protected Party.  Investors are exposed to
losses from the reference portfolio but benefit only indirectly
from cash flows from these assets.  Depending on the class of
securities held, investors have credit protection from
subordination.

The credit-linked notes in the RESIX shelf replicate the cash flow
of synthetic RMBS securities issued:

  -- RESIX Finance Limited Credit Linked Notes, Series 2003-B
     replicates the cash flows of Class B9 and Class B10 issued by
     the Real Estate Synthetic Investment Securities, Series 2003-
     B transaction.

  -- RESIX Finance Limited Credit Linked Notes, Series 2004-A
     replicates the cash flows of Class B7, Class B8, Class B9,
     and Class B10 issued by the Real Estate Synthetic Investment
     Securities, Series 2004-A transaction.

  -- RESIX Finance Limited Credit Linked Notes, Series 2005-A
     replicates the cash flows of Class B7 and Class B8 issued by
     the Real Estate Synthetic Investment Securities, Series 2005-
     A transaction.

  -- RESIX Finance Limited Credit-Linked Notes, Series 2005-D
     replicates the cash flows of Class B7, Class B8, Class B9,
     and Class B10 issued by the Real Estate Synthetic Investment
     Securities, Series 2005-D transaction.

  -- RESIX Finance Limited Credit-Linked Notes, Series 2006-A
     replicates the cash flow of Class B7 issued by the Real
     Estate Synthetic Investment Securities, Series 2006-A
     transaction

  -- RESIX Finance Limited Credit- Linked Notes, Series 2006-C
     replicates the cash flows of Class B7, Class B8, and Class B9
     issued by the RESI Finance Limited Partnership 2006-C
     transaction.

The actions are part of an ongoing, wider review of all Jumbo RMBS
transactions, in light of the deteriorating housing market and
rising delinquencies and foreclosures.  The rating adjustments
will vary based on level of credit enhancement, collateral
characteristics, pool-specific historical performance, quarter of
origination, and other qualitative factors.

Complete rating actions are:

Issuer: RESI Finance Limited Partnership 2005-A

-- Cl. B8, Placed on Review for Possible Downgrade, currently Ba3

Issuer: RESIX Finance Limited Credit-Linked Notes, Series 2005-A

  -- Class B8, Placed on Review for Possible Downgrade, currently
     Ba3

Issuer: RESI Finance Limited Partnership 2005-C

  -- Cl. B2, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. B3, Placed on Review for Possible Downgrade, currently A2

  -- Cl. B4, Placed on Review for Possible Downgrade, currently A3

  -- Cl. B5, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B6, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: RESI Finance Limited Partnership 2005-D, Real Estate
Synthetic Investment Securities, Series 2005-D

  -- Cl. A, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. B1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B2, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. B3, Placed on Review for Possible Downgrade, currently A2

  -- Cl. B4, Placed on Review for Possible Downgrade, currently A3

  -- Cl. B5, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B6, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. B7, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. B8, Placed on Review for Possible Downgrade, currently B1

  -- Cl. B10, Placed on Review for Possible Downgrade, currently
     Caa2

Issuer: RESIX Finance Limited Credit Linked Notes, Series 2005-D

  -- Cl. B7, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. B8, Placed on Review for Possible Downgrade, currently B1

  -- Cl. B10, Placed on Review for Possible Downgrade, currently
     Caa2

Issuer: RESI Finance Limited Partnership 2006-A

  -- Cl. B1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B2, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. B3, Placed on Review for Possible Downgrade, currently A2

  -- Cl. B4, Placed on Review for Possible Downgrade, currently A3

  -- Cl. B5, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B6, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. B7, Placed on Review for Possible Downgrade, currently B1

Issuer: RESIX Finance Limited Credit Linked Notes, Series 2006-A

  -- Cl. B7, Placed on Review for Possible Downgrade, currently B1

Issuer: RESI Finance Limited Partnership 2006-B

  -- Cl. B1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B2, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. B3, Placed on Review for Possible Downgrade, currently A2

  -- Cl. B4, Placed on Review for Possible Downgrade, currently A3

  -- Cl. B5, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. B6, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: RESI Finance Limited Partnership 2006-C

  -- Cl. A, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. B1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B2, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. B3, Placed on Review for Possible Downgrade, currently A1

  -- Cl. B4, Placed on Review for Possible Downgrade, currently A2

  -- Cl. B5, Placed on Review for Possible Downgrade, currently
     Ba1

  -- Cl. B6, Placed on Review for Possible Downgrade, currently
     Ba3

  -- Cl. B7, Placed on Review for Possible Downgrade, currently B2

  -- Cl. B9, Placed on Review for Possible Downgrade, currently
     Caa2

Issuer: RESIX Finance Limited Credit-Linked Notes, Series 2006-C

  -- Cl. B7, Placed on Review for Possible Downgrade, currently B2

  -- Cl. B9, Placed on Review for Possible Downgrade, currently
     Caa2

Issuer: RESI Finance Limited Partnership 2007-A

  -- Cl. B3, Placed on Review for Possible Downgrade, currently B1

  -- Cl. B7, Placed on Review for Possible Downgrade, currently
     Caa2

Issuer: RESI Finance Limited Partnership 2007-B

  -- Cl. B3, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B4, Placed on Review for Possible Downgrade, currently
     Ba1

  -- Cl. B5, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. B6, Placed on Review for Possible Downgrade, currently
     Ba3

Issuer: RESI Finance Limited Partnership 2007-C

  -- Cl. B6 Notes, Placed on Review for Possible Downgrade,
     currently B1

Corrections:

Issuer: RESIX Finance Limited Credit-Linked Notes, Series 2003-B

  -- Cl. B9, Upgraded to Baa2, currently Ba2
  -- Cl. B10, Upgraded to Baa3, currently Ba3

Issuer: RESIX Finance Limited Credit-Linked Notes, Series 2004-A

  -- Cl. B7, Upgraded to Baa2, currently Ba2
  -- Cl. B8, Upgraded to Baa3, currently Ba3
  -- Cl. B9, Upgraded to Ba2, currently B2
  -- Cl. B10, Upgraded to Ba3, currently B3


RESIDENTIAL ASSET: Moody's Downgrades Ratings on 53 Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 53
tranches from 5 transactions issued by Residential Asset
Securitization Trust.  The collateral backing these transactions
consists primarily of first-lien, fixed and adjustable-rate, Alt-A
mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.
The actions described below are a result of Moody's on-going
review process.

Complete rating actions are:

Issuer: Residential Asset Securitization Trust 2005-A11CB

  -- Cl. 1-A-3, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-4, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-5, Downgraded to Aa1 from Aaa
  -- Cl. 1-A-6, Downgraded to Baa2 from Aaa
  -- Cl. 2-A-1, Downgraded to A3 from Aaa
  -- Cl. 2-A-2, Downgraded to A3 from Aaa
  -- Cl. 2-A-4, Downgraded to Baa2 from Aaa
  -- Cl. 2-A-5, Downgraded to Baa2 from Aaa
  -- Cl. 2-A-X, Downgraded to A3 from Aaa
  -- Cl. PO, Downgraded to Baa2 from Aaa
  -- Cl. 2-A-3, Downgraded to Baa3 from Aa1
  -- Cl. B-1, Downgraded to Caa2 from A3
  -- Cl. B-2, Downgraded to Ca from Baa1
  -- Cl. B-3, Downgraded to Ca from Ba3
  -- Cl. B-4, Downgraded to Ca from B2
  -- Cl. B-5, Downgraded to Ca from B2
  -- Cl. B-6, Downgraded to Ca from B3
  -- Cl. B-7, Downgraded to Ca from Ba2

Issuer: Residential Asset Securitization Trust 2005-A13

  -- Cl. 1-A-1, Downgraded to A3 from Aaa
  -- Cl. 1-A-2, Downgraded to A3 from Aaa
  -- Cl. 1-A-3, Downgraded to Aa2 from Aaa
  -- Cl. 1-A-4, Downgraded to Aa2 from Aaa
  -- Cl. 1-A-6, Downgraded to A3 from Aaa
  -- Cl. 1-A-7, Downgraded to Aa2 from Aaa
  -- Cl. 2-A-1, Downgraded to Aa2 from Aaa
  -- Cl. A-X, Downgraded to Aa2 from Aaa
  -- Cl. PO, Downgraded to A3 from Aaa

Issuer: Residential Asset Securitization Trust 2005-A5

  -- Cl. A-1, Downgraded to A1 from Aaa
  -- Cl. A-2, Downgraded to Aa3 from Aaa
  -- Cl. A-3, Downgraded to Aa2 from Aaa
  -- Cl. A-5, Downgraded to A1 from Aaa
  -- Cl. A-6, Downgraded to Aa2 from Aaa
  -- Cl. A-7, Downgraded to A2 from Aaa
  -- Cl. A-8, Downgraded to Aa2 from Aaa
  -- Cl. A-10, Downgraded to A2 from Aaa
  -- Cl. A-11, Downgraded to A1 from Aaa
  -- Cl. A-12, Downgraded to Aa3 from Aaa
  -- Cl. A-X, Downgraded to Aa2 from Aaa
  -- Cl. PO, Downgraded to A2 from Aaa

Issuer: Residential Asset Securitization Trust 2005-A6CB

  -- Cl. A-1, Downgraded to Aa2 from Aaa
  -- Cl. A-2, Downgraded to Aa2 from Aaa
  -- Cl. A-3, Downgraded to Aa1 from Aaa
  -- Cl. A-5, Downgraded to A1 from Aaa
  -- Cl. A-6, Downgraded to Aa1 from Aaa
  -- Cl. A-7, Downgraded to Aa1 from Aaa
  -- Cl. A-X, Downgraded to Aa1 from Aaa
  -- Cl. PO, Downgraded to A1 from Aaa
  -- Cl. A-4, Downgraded to A2 from Aa1
  -- Cl. A-8, Downgraded to A2 from Aa1
  -- Cl. A-9, Downgraded to A2 from Aa1

Issuer: Residential Asset Securitization Trust Series 2004-
IndyPort1

  -- Cl. A-1, Downgraded to Aa2 from Aaa
  -- Cl. A-1X, Downgraded to Aa2 from Aaa
  -- Cl. B-2, Downgraded to Ca from Baa3


RESIDENTIAL CAPITAL: GMAC Offers Exchange of Notes
--------------------------------------------------
On November 20, 2008, GMAC LLC commenced separate private exchange
offers and cash tender offers to purchase and/or exchange certain
of its and its subsidiaries' and Residential Capital, LLC's
outstanding notes held by eligible holders for cash, newly issued
notes of GMAC and, in the case of the GMAC offers only, preferred
stock of a wholly-owned GMAC subsidiary, upon the terms and
subject to the conditions set forth in the applicable confidential
offering memoranda, each dated November 20, 2008, and the related
letters of transmittal.

In addition, GMAC Financial Services submitted an application to
the U.S. Federal Reserve Board of Governors for approval to become
a bank holding company under the Bank Holding Company Act of 1956,
as amended.  GMAC also submitted an application to the U.S.
Treasury to participate in the Capital Purchase Program created
under the Emergency Economic Stabilization Act of 2008,
conditional upon becoming a bank holding company.

As a bank holding company, GMAC would obtain increased flexibility
and stability to fulfill its core mission of providing automotive
and mortgage financing to consumers and businesses.  GMAC also
expects to have expanded opportunities for funding and for access
to capital as a bank holding company.  If GMAC's application to
become a bank holding company under the BHC Act is accepted, GMAC
Bank will become a Utah chartered Federal Reserve member bank.

                   Exchange Of Outstanding Notes

GMAC also commenced separate private exchange offers and cash
tender offers to purchase and exchange certain of its and its
subsidiaries' and Residential Capital, LLC's outstanding notes
held by eligible holders for cash, newly issued notes of GMAC and,
in the case of the GMAC offers only, preferred stock of a GMAC
subsidiary, upon the terms and subject to the conditions set forth
in the applicable confidential offering memoranda, each dated
Nov. 20, 2008, and the related letters of transmittal.

The purpose of the offers is to increase GMAC's capital levels
while reducing the amount of GMAC's and ResCap's outstanding debt
in connection with GMAC's capital plan relating to its application
to become a bank holding company.

In the GMAC offers, GMAC is offering to purchase and exchange any
and all of the notes held by eligible holders for, at the election
of each eligible holder, either:

   (a) new securities consisting of a combination of (i)(x) in
       the case of GMAC old notes maturing prior to 2031, newly
       issued Senior Guaranteed Notes of GMAC with the same
       interest rate and maturity date as the applicable series
       of GMAC old notes exchanged therefor, which new guaranteed
       notes will be guaranteed by certain subsidiaries of GMAC
       and will in all cases be denominated in U.S. dollars or
       (y) in the case of GMAC old notes maturing in 2031, a
       combination of new guaranteed notes and newly issued
       8.00% Subordinated Notes due 2018 of GMAC; and (ii) newly
       issued 5% Perpetual Senior Preferred Stock with a
       liquidation preference of $1,000 per share of a subsidiary
       of GMAC; or

   (b) cash, in each case in the amounts per 1,000 U.S. dollar
       equivalent principal amount of GMAC old notes.  Cash
       elections will be subject to proration in the event that
       the aggregate consideration required to accept all GMAC old
       notes tendered pursuant to cash elections would exceed
       $2 billion.

The new guaranteed notes will be guaranteed, on a joint and
several basis, by GMAC Latin America Holdings LLC, GMAC
International Holdings Cooperatief U.A., GMAC Continental LLC, IB
Finance Holding Company LLC and GMAC US LLC, which are all
subsidiaries of GMAC.  The note guarantees will be senior
obligations of each note guarantor and will rank equal with all
existing and future senior debt of such note guarantor.  The note
guarantees will rank senior to all subordinated debt of such note
guarantor.

In the ResCap offers, GMAC is offering to purchase and exchange
any and all of the ResCap notes held by eligible holders for, at
the election of each eligible holder either, (i)(x) in the case of
the 8.50% notes of ResCap maturing on May 15, 2010, newly issued
7.5% Senior Notes due 2013 of GMAC or (y) in the case of all other
series of ResCap old notes, a combination of new senior notes and
new subordinated notes or (ii) cash, in all cases in the amount
per 1,000 U.S. dollar equivalent principal amount of ResCap old
notes.  Cash elections will be subject to proration in the event
that the aggregate consideration required to accept all ResCap old
notes tendered pursuant to cash elections would exceed
$500 million.

GMAC is offering an early delivery payment in the GMAC and ResCap
offers, which, with respect to cash consideration will be paid in
cash, and in all other cases will be paid in principal amount of
new notes.  For each offer, the early delivery payment will be
paid only to eligible holders who validly tender (and do not
withdraw) their old notes prior to 5:00 p.m., New York City time,
on Dec. 4, 2008, unless extended by GMAC with respect to the
offer.  For eligible holders of old notes that tender after the
early delivery time, in determining the consideration the holders
will receive, the amounts indicated in the tables above for cash
prices and exchange ratios into new guaranteed notes, in the case
of the GMAC offers, or new senior notes, in the case of the ResCap
offers, will be reduced by the early delivery payment of $50 of
cash or $50 principal amount of new guaranteed or new senior
notes, as applicable, per 1,000 U.S. dollar equivalent principal
amount of old notes validly tendered and not withdrawn.

Each of the GMAC and ResCap offers will expire at 11:59 p.m., New
York City time, on Dec. 18, 2008, unless extended by GMAC with
respect to any or all series of old notes.  In each of the GMAC
and ResCap offers, tendered old notes may be validly withdrawn at
any time prior to 5:00 p.m., New York City time, on Dec. 4, 2008,
unless extended by GMAC with respect to the GMAC or ResCap offers,
but not thereafter.

Holders of old notes accepted in the GMAC and ResCap offers will
also receive a cash payment (paid in the currency of the old
notes) equal to the accrued and unpaid interest in respect of such
old notes from the most recent interest payment date to, but not
including, the settlement date for the applicable offer.

The GMAC offers are conditioned upon, among other things, the
completion of the ResCap offers and a sufficient amount of old
notes having been tendered for purchase and exchange pursuant to
the GMAC offers such that, in GMAC's judgment, GMAC has obtained a
sufficient amount of capital in connection with the GMAC offers,
whether or not such amount of capital would be sufficient to
satisfy the requirements of the BHC Act or any other applicable
regulations.

The ResCap offers are conditioned upon, among other things, the
completion of the GMAC offers and a sufficient amount of old notes
having been tendered for purchase and exchange pursuant to the
ResCap offers such that, in GMAC's judgment, the ResCap offers
were successful. For the avoidance of doubt, these conditions are
for GMAC's benefit and may be asserted by GMAC or may be waived by
GMAC at any time and from time to time, in its sole discretion.
In addition, GMAC has the right to terminate or withdraw any of
the offers at any time and for any reason, including, without
limitation, if any of the foregoing conditions or any other
conditions to the offers described in the confidential offering
memorandum are not satisfied.

A full-text copy of the Private Exchange Offers is available for
free at http://ResearchArchives.com/t/s?3518

GMAC will enter into registration rights agreements pursuant to
which, under certain circumstances, it will agree to use
reasonable best efforts to file exchange offer registration
statements or shelf registration statements with respect to the
new notes and the new preferred stock.

Documents relating to the offers will only be distributed to
holders of the old notes who complete and return a letter of
eligibility confirming that they are within the category of
eligible investors for this private offer.  Noteholders who desire
to obtain a copy of the eligibility letter must contact Global
Bondholder Services Corporation, the information agent for the
offers, at (866) 794-2200 (U.S. Toll-free) or (212) 430-3774
(Collect).

GMAC cannot assure that it will obtain Federal Reserve approval to
become a bank holding company or that any of the transactions
described above will be completed, and if completed, whether they
will achieve a sufficient amount of capital to satisfy the
applicable capital adequacy requirements or will otherwise be
successful.

Wachtell, Lipton, Rosen & Katz served as legal advisor to GMAC.

                  Liquidity and Capital Resources

GMAC's funding strategy and liquidity position have been
materially adversely affected by the ongoing stress in the credit
markets that began in the middle of 2007 and reached unprecedented
levels during recent months.  The capital markets remain highly
volatile, and GMAC's access to liquidity has been and continues to
be significantly reduced.  These conditions, in addition to the
reduction in GMAC's credit ratings, have resulted in increased
borrowing costs and GMAC's inability to access the unsecured debt
markets in a cost-effective manner.  Furthermore, GMAC has regular
renewals of outstanding bank loans and credit facilities. Based on
existing asset availability and eligibility criteria, GMAC
currently has available approximately $500 million of capacity
under its secured credit lines.  However, GMAC has the ability to
significantly increase the amount of available capacity based on
future asset origination and potential availability.  Although
GMAC's material committed facilities due to mature in the third
quarter were renewed at revised terms, some facilities have not
been renewed. See GMAC's quarterly report on Form 10-Q for the
period ending Sept. 30, 2008 for additional information regarding
such facilities.  This has placed additional pressure on GMAC's
liquidity position.  GMAC's inability to renew the remaining loans
and facilities as they mature would have a further negative impact
on its liquidity position.  GMAC also has significant maturities
of unsecured debt each year.  Approximately $1.8 billion of GMAC's
outstanding unsecured debt matures in the fourth quarter of 2008,
$12.8 billion matures in 2009 and $8.8 billion matures in 2010.
In addition, as of Sept. 30, 2008, GMAC has approximately
$38.7 billion of outstanding unsecured debt (including $14.6
billion of Smart Notes and $3.9 billion of Demand Notes, although
such amount of outstanding Demand Notes has significantly declined
since Sept. 30, 2008) which is not subject to the private exchange
offers and cash tender offers for certain outstanding GMAC and
ResCap debt securities announced by GMAC on Nov. 20, 2008.  In
order to retire these instruments, GMAC either will need to
refinance this debt, which will be very difficult if the current
volatility in the credit markets continue or worsen, or generate
sufficient cash to retire the debt.

A full-text copy of the company's Liquidity and Capital Resources
is available for free at s http://ResearchArchives.com/t/s?3519

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Fitch Ratings has downgraded GMAC LLC's issuer default rating and
senior unsecured debt: (i) IDR to 'CCC' from 'B+'; and (ii) senior
unsecured debt to 'CC' from 'B+'.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.

                          About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                            *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on GMAC LLC to 'CCC' from 'B-'.  At
the same time, S&P lowered S&P's long-term counterparty credit
rating on GMAC's subsidiary, Residential Capital LLC, to 'CCC-'
from 'CCC+'.  The ratings on GMAC were removed from CreditWatch
Negative where they were placed Oct. 9, 2008.  The outlooks for
GMAC and Residential Capital LLC are negative.


RESIDENTIAL CAPITAL: Moody's Cuts Senior Debt Ratings to 'C'
------------------------------------------------------------
Moody's Investors Service downgraded the senior secured, junior
secured, and unsecured senior debt ratings of Residential Capital
LLC) to C from Ca. The outlook is stable.  This action is in
conjunction with Moody's downgrade of GMAC LLC to C from Caa1,
with a developing outlook.

The downgrade follows GMAC's announcement of an exchange offer for
ResCap's senior secured, junior secured and substantially all of
its unsecured bonds.  The total principal value of bonds included
in the exchange is approximately $9.3 billion.  These bonds will
be exchanged for either GMAC senior bonds or a combination of GMAC
senior and subordinate bonds.  Moody's considers this exchange to
be a distressed exchange because the bonds being offered in
exchange for ResCap's existing debt are being offered at a
discount to par value and will have longer maturities.  The
discount to par value being offered in the exchange is
substantial, in most cases no less then 45%.  This is the second
distressed exchange related to ResCap bonds in 2008.  Distressed
exchanges are included in Moody's definition of defaults.

This exchange will not reduce the amount of ResCap debt
outstanding because the current debt, at its current principal
amount, will be held by GMAC after the exchange.  The significant
discount being offered in the exchange, in addition to the low
recovery bondholders would be likely to receive if ResCap would be
liquidated, is consistent with a C rating.

This transaction illustrates that ResCap cannot produce the
required cash flow to service and ultimately repay its
obligations.  "It is Moody's opinion that ResCap would not be a
going concern without support from GMAC," said Moody's Vice
President and Senior Credit Officer Craig Emrick.  "Each month
requires additional support from GMAC to prevent ResCap from
violating its debt covenants and defaulting on its debt service."

GMAC is undertaking its own bond exchange and is applying to
become a bank holding company.  The difference between the GMAC
and ResCap ratings outlooks reflects that future support from GMAC
to ResCap remains uncertain.  GMAC may choose not to support
ResCap further, or if GMAC is successful in converting to a bank
holding company, it may be precluded by bank regulators from doing
so.  Additionally, GMAC disclosed in its recent regulatory filing
that it does not intend to support ResCap further if the GMAC
exchange offers are not completed.

ResCap requires significant external support to continue as a
going concern.  ResCap required debt forgiveness from GMAC in
October 2008 to avoid violating its minimum net worth covenant and
additional support to service its mid-November interest payments
on certain debt.

Downgrades:

Issuer: Residential Capital, LLC

  -- Multiple Seniority Shelf, Downgraded to (P)C from (P)Ca

  -- Senior Secured Regular Bond/Debenture, Downgraded to C from
      Ca
  -- Junior Secured Regular Bond/Debenture, Downgraded to C from
     Ca

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C from
     Ca

Outlook Actions:

Issuer: Residential Capital, LLC

  -- Outlook, Changed to Stable from Negative

ResCap is a subsidiary of GMAC LLC and is headquartered in
Minneapolis, Minnesota. Rescap reported equity of $2.3 billion at
Sept. 30, 2008.


RESIDENTIAL CAPITAL: S&P Cuts Counterparty Credit Rating to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered selected
ratings on GMAC LLC and its 100% owned subsidiary, Residential
Capital LLC, including lowering the long-term counterparty credit
rating on GMAC LLC to 'CC' from 'CCC' and lowering the long-term
counterparty credit rating on Residential Capital LLC to 'CC' from
'CCC-'.

These actions follow the launch of GMAC LLC exchange offers for
certain notes of both entities.  S&P views the exchange as a
distressed debt exchange.  The ratings on both GMAC LLC and
Residential Capital LLC are placed on CreditWatch with negative
implications.

"The downgrade reflects the probability that, with the successful
execution of the exchange offers, which will pay less than face
value to certain bondholders, Standard & Poor's, in accordance
with S&P's criteria, will lower S&P's counterparty credit rating
on the company to 'SD'," said S&P's credit analyst John K. Bartko,
C.P.A.  In addition, S&P would likely lower ratings on the
affected old debt issues to 'D'.  A successful exchange would
increase GMAC LLC's capital levels, and reduce the amount of GMAC
LLC's and Residential Capital LLC's outstanding debt.

GMAC LLC has indicated that it is seeking to achieve these
objectives in conjunction with GMAC LLC's application to become a
bank holding company.  S&P expects that the potential bank holding
company status and the debt exchange would partially provide
needed liquidity and funding relief, though the exchanges
illustrate the gravity of the company's financial position.

S&P believes that if the exchange fails, GMAC LLC and/or
Residential Capital LLC might file for bankruptcy protection.
Accordingly, S&P's ratings on securities that are not part of the
exchange offer are also on CreditWatch with negative implications.

In the GMAC offers, GMAC is offering to purchase and/or exchange
certain notes for either new securities or cash, at the election
of the holder.  For old GMAC notes maturing prior to 2031, the
securities would consist of a combination of newly issued GMAC
senior guaranteed notes with the same interest rate and maturity
date as the applicable series of old GMAC notes exchanged.  These
new guaranteed notes will be guaranteed by certain subsidiaries of
GMAC and will in all cases be denominated in U.S. dollars and
newly issued 5% perpetual senior preferred stock with a
liquidation preference of $1,000 per share of a wholly owned
subsidiary of GMAC.  For old GMAC notes maturing in 2031, the
securities would consist of a combination of new guaranteed notes
and newly issued 8.00% GMAC subordinated notes due 2018 (the new
subordinated notes) and the new preferred stock.  Cash elections
will be subject to proration if the aggregate consideration
required to accept all GMAC old notes tendered pursuant to cash
elections exceeds $2 billion.

The new guaranteed notes will be guaranteed on a joint and several
basis by GMAC Latin America Holdings LLC, GMAC International
Holdings Cooperatief U.A., GMAC Continental LLC, IB Finance
Holding Company LLC, and GMAC US LLC, which are all subsidiaries
of GMAC LLC.  The note guarantees will be senior unsecured
obligations of each note guarantor and will rank equal with all
existing and future senior unsecured debt of each note guarantor.
The note guarantees will rank senior to all subordinated unsecured
debt of such note guarantor.

In the Residential Capital LLC offers, GMAC is offering to
purchase and/or exchange certain Residential Capital LLC notes for
either new GMAC securities or cash, at the election of the holder.
In the case of the 8.50% Residential Capital LLC notes maturing on
May 15, 2010, the securities would consist of newly issued GMAC
7.5% senior notes due 2013.  For all other series of old
Residential Capital LLC notes, the securities would consist of a
combination of new senior notes and new subordinated notes.  Cash
elections will be subject to proration if the aggregate
consideration required to accept all old Residential Capital LLC
notes tendered pursuant to cash elections exceeds $500 million.


ROBERT LANE: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Robert Lane Estates, Inc.
        c/o Cecchi Gori Pictures
        11990 San Vicente Blvd., Suite 300
        Los Angeles, CA 90049

Bankruptcy Case No.: 08-14625

Chapter 11 Petition Date: November 20, 2008

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Kenneth M. Lewis, Esq.
                  klewis@rosenpc.com
                  Sanford P. Rosen & Associates, P.C.
                  747 Third Avenue
                  New York, NY 10017-2803
                  Tel: (212) 223-1100
                  Fax: (212) 223-1102

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Fortress Credit Corp.          guaranty;         $32,849,052
1345 Avenue of the Americas    security:
New York, NY 10105             $8,000,000

Los Angeles County Tax         taxes;            $72,221
Collect                        security:
PO Box 54018                   $8,000,000;
Los Angeles, CA 90054-0018     senior lien:
                               $32,894,052

City of Beverly Hills, Water   utilities         $1,500
455 N. Rexford Drive, Rm 240
Beverly Hills, CA 90210-4817

Southern Cal. Edison           utilities         $1,060

Francisco Resendiz Tree &      services          $800
Gard

AT&T                           services          $560

The Gas Co.                    utilities         $200

Post Alarm System              services          $150

Trousdale Private Patrol       services          $140

Time Warner Cable              services          $120

Dish Network                   services          $100

Ace Pool Service               services          $90

The petition was signed by Robert Lane secretary Claire C.
Ambrosio.


SAKS INCORPORATED: Poor Store Sales Cue Fitch's Rating Downgrades
-----------------------------------------------------------------
Fitch Ratings has downgraded its ratings on Saks Incorporated:

  -- Long-term Issuer Default Rating (IDR) to 'B' from 'B+';

  -- Senior secured bank credit facility to 'BB/RR1' from
     'BB+/RR1';

  -- Senior unsecured notes to 'B+/RR3' from 'BB-/RR3'.

The Rating Outlook is Negative. Saks had $649 million in debt
outstanding, including a $230 million 2% convertible note due
2024, as of Nov. 1, 2008.

The downgrade reflects the considerable deterioration in luxury
department store sales and the resulting pressure on operating
margins that already trail its peers, free cash flow and credit
metrics.  Fitch expects free cash flow to be negative in 2008,
with a decline in cash from $101 million in 2007 and increased
borrowings under its $500 million credit facility.  Further,
operating EBITDA could turn negative in 2009 if sales trends
remain at recently reported levels which would require further
borrowings on its facility to fund operations.

Fitch expects liquidity to remain adequate in 2009 but will
monitor Saks' ability to manage inventory levels, store expenses
and capital expenditures in a timely fashion in the face of the
rapid top line deceleration.

While Saks' comparable store sales had been tracking well above
its industry peers (with the highest comparable store sales growth
among the luxury department store retailers for eight quarters
through the first half of 2008), revenue trends for the luxury
department stores deteriorated rapidly in the last two months,
with the softness no longer just contained to weakness in
aspirational consumer spending.  Saks comparable store sales in
the third quarter was -11.5% as sales trends deteriorated from -
5.9% in August to -16.6% in October, with sales at its New York
City flagship store, which accounted for over 20% of sales in
2007, also pulling back significantly.

Operating EBITDA for the first three quarters declined by 48% to
$78 million from $150 million in the comparable year ago period,
reflecting the significant pressure on gross margin in the third
quarter which declined by 640 basis points year over year.  Saks
will continue to face substantial gross margin pressure during the
holiday season as inventory is misaligned against recent
comparable store sales trends (with comparable inventory up 4.4%
year over year at the end of the third quarter) and given
heightened promotional activity in the sector.  With comparable
inventory still expected to be up at the end of the fourth
quarter, gross margin pressure will likely continue into 2009.
Saks had $20 million in cash and approximately $85 million in
borrowings under its credit facility as of Nov. 1, 2008.
Subsequently, the company retired $84.1 million in debt using
borrowings on its facility.

Total borrowings on the facility reflect the buildup in seasonal
working capital and should decrease by year end.  Leverage
measured by adjusted debt/EBITDAR deteriorated to 5.5 times for
the latest 12 months ending Nov. 1, 2008, from the 4.2x reported
in each of the last three quarters, while EBITDAR coverage of
interest and rents has declined to 1.8x from 2.3x, respectively.

Saks is taking steps to cut inventory receipts by 15% for the
spring season and has reduced its capital expenditures to
$75 million in 2009 from $125 million anticipated in 2008.
However, Fitch expects that same store sales trends could remain
considerably weak through 2009 and credit metrics could weaken
significantly from current levels as cost cutting measures and
reduction in capital expenditures may not be adequate to preserve
cash.

The ratings on the company's $500 million secured bank facility
and the senior unsecured notes are derived from the IDR and the
relevant recovery rating.  Fitch's recovery analysis assumes a
liquidation value in a distressed scenario of approximately
$1 billion.  Saks' senior credit facility, which is secured by
inventories and certain receivables, is rated 'BB/RR1', indicating
outstanding (90%-100%) recovery prospects.  The facility
terminates in September 2011 and is not subject to any covenants
unless the availability falls below $60 million.  At that time, it
is subject to a fixed charge coverage ratio of at least 1:1.

The senior unsecured notes are rated 'B+/RR3', indicating good
recovery prospects (51%-70%).  Debt maturities are $0 in 2009,
$46 million in December 2010 and $142 million in October 2011.
The company's significant real estate holdings, which include its
Fifth Avenue New York City store, provide a source of liquidity
for the company.


SEMGROUP ENERGY: Failure to File Financial Reports Cues Delisting
-----------------------------------------------------------------
SemGroup Energy Partners, L.P., received an Additional Staff
Determination Letter from The NASDAQ Stock Market, stating that
SGLP is not in compliance with NASDAQ's Marketplace Rule
4310(c)(14) because it did not timely file its Quarterly Report on
Form 10-Q for the quarterly period ended Sept. 30, 2008, with the
Securities and Exchange Commission, and that this issue may serve
as an additional basis to delist SGLP's common units from NASDAQ.

SGLP received a similar NASDAQ Staff Determination Letter on
Aug. 19, 2008, in connection with SGLP's inability to timely file
its Quarterly Report on Form 10-Q for the period ended June 30,
2008, with the SEC.  SGLP appealed that Staff Determination and
attended a hearing before the NASDAQ Listing Qualifications Panel
on Oct. 16, 2008, during which SGLP requested that the Panel grant
additional time to regain compliance with NASDAQ's filing
requirement.  There can be no assurance that the Panel will grant
SGLP's request for continued listing.  Pending a decision by the
Panel, SGLP's common units will remain listed on NASDAQ.

SGLP was unable to timely file the Second Quarter Form 10-Q and
the Third Quarter Form 10-Q due to uncertainties surrounding the
filing of voluntary petitions by SemGroup, L.P. and certain of its
subsidiaries for reorganization under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware on July 22, 2008.

SGLP's management and the board of directors of its general
partner are evaluating the impact of the Bankruptcy Filings and
certain related matters on SGLP's financial statements.  SGLP
expects to file the Second Quarter Form 10-Q and the Third Quarter
Form 10-Q as soon as is reasonably practicable after the
evaluation has been completed.

                        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).


SOUTH COAST: Moody's Junks Ratings on Three Classes of Notes
------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings of seven classes of notes and left on review for possible
further downgrade the ratings of six of these classes of notes
issued by SOUTH COAST FUNDING V LTD:

Class Description: $115,500,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2039

  -- Prior Rating: Aa2
  -- Prior Rating Date: July 20, 2004
  -- Current Rating: A2, on review for possible downgrade

Class Description: $47,050,000 Class C-1 Mezzanine Secured
Floating Rate Notes Due 2039

  -- Prior Rating: Baa2
  -- Prior Rating Date: July 20, 2004
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $5,200,000 Class C-2 Mezzanine Secured Fixed
Rate Notes Due 2039

  -- Prior Rating: Baa2
  -- Prior Rating Date: July 20, 2004
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: 46,700 Preference Shares

  -- Prior Rating: Ba3
  -- Prior Rating Date: July 20, 2004
  -- Current Rating: C

Class Description: $10,000,000 Class A-1 Combination Securities
due 2039

  -- Prior Rating: Baa3
  -- Prior Rating Date: July 20, 2004
  -- Current Rating: B3, on review for possible downgrade

Class Description: $4,000,000 Class A-2 Combination Securities due
2039

  -- Prior Rating: Baa2
  -- Prior Rating Date: July 20, 2004
  -- Current Rating: B2, on review for possible downgrade

Class Description: $10,000,000 Class A-3 Combination Securities
due 2039

  -- Prior Rating: Aa3
  -- Prior Rating Date: July 20, 2004
  -- Current Rating: Ba1, on review for possible downgrade

According to Moody's, these rating actions are as a result of
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.  Moody's notes that the transaction is
currently failing a mezzanine test of overcollateralization and
that the amount of par erosion has increased due to the presence
in the collateral pool of defaulted securities.  Moreover, the
collateral includes significant exposure to subprime RMBS and Alt-
A RMBS.

Moody's announced on Sept. 18, 2008 that it is revising its
expected loss assumptions which are used for the surveillance of
ratings of ABS CDOs holding subprime RMBS, specifically of the
second half 2005 -- first half 2007 vintages.  Moody's stated that
for purposes of monitoring its ratings of ABS CDOs with exposure
to second half 2005 -- first half 2007 subprime RMBS, it will rely
on certain projections of the lifetime average cumulative losses
for vintages of RMBS set forth in a recent Moody's Special Report.
Moody's explained that it will utilize the range of loss
projections set forth in the report based on deal performance and
quarterly vintage to modify its prior assumptions of the expected
loss inputs when monitoring ABS CDO ratings.

Moody's also announced in a press release that it is revising its
expectations of lifetime losses on pools backing US Alt-A
residential mortgage-backed securities issued in 2006 and 2007.
Moody's explained that it will utilize these revised loss
projections when monitoring ABS CDO ratings.


SOUTHWEST WATER: Prior Period Errors Delay 3rdQ Report
------------------------------------------------------
SouthWest Water Company received an extension from the syndicate
of lenders for its credit facility with regard to reporting
financial results for the 2008 third quarter, and as a result,
continues to have full access to the $150 million credit facility
for general corporate purposes.  On Nov. 10, 2008, the company
stated that it would delay the filing of its Form 10-Q for the
quarter ended Sept. 30, 2008, to review prior period financial
statements after management discovered errors.

SouthWest Water also disclosed that on Nov. 13, 2008, it received
a Nasdaq Staff Deficiency Letter informing the company that it is
subject to delisting based upon the company's failure to comply
with Nasdaq Marketplace Rule 4310(c)(14), which requires the
timely filing of all reports and other documents filed or
required to be filed with the SEC.  Nasdaq rules permit the
company 60 calendar days to submit a plan to regain compliance.
After a review of this plan, Nasdaq Staff can grant the company an
exception, up to 180 calendar days from the due date of the
Periodic Report, or until May 11, 2009, to regain compliance.
The company intends to submit a plan to regain compliance in a
timely fashion.

Headquartered in Los Angeles, California, SouthWest Water Company
(NASDAQ:SWWC) -- http://www.southwestwater.com/-- provides
operations, maintenance and management services, including water
production, treatment and distribution; wastewater collection and
treatment; customer service; and utility infrastructure
construction management.  The company owns regulated public
utilities and also serves cities, utility districts and private
companies under contract.   SouthWest Water serves more than
two million people in 10 states.


STORM CAT: Units' Bankruptcy Filing Prompts Delisting of Stock
--------------------------------------------------------------
Storm Cat Energy Corporation received a delisting notice from the
NYSE Alternext US LLC pursuant to Section 1009 of the NYSE
Alternext US company Guide.  Key reasons for the delisting of
the company's stock cited by the NYSE Alternext US include, among
others, the subsidiaries of Storm Cat having filed voluntary
petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code on Nov. 10, 2008, its recent financial
performance, and the low per share trading price of Storm Cat's
common stock for a substantial period of time, as addressed by
the NYSE Alternext US company Guide in Sections 1003(a)(i)-(iv),
1003(c)(3) and 1003(f)(v).

Separately, the company received a notice from the Toronto Stock
Exchange stating that the TSX had decided to suspend trading of
the company's common shares immediately and to delist the
company's common shares as of the close of business on Dec. 18,
2008.  The delisting was imposed due to similar reasons cited by
the NYSE Alternext US.

Storm Cat has a limited right to appeal the NYSE Alternext US's
decision until Nov. 24, 2008, and is required to appeal the TSX's
decision before Dec. 18, 2008.  At present, Storm Cat has elected
not to take any specific actions or responses to the NYSE
Alternext US or TSX delisting notices.

                About Storm Cat Energy Corporation

Based in Alberta, Canada, Storm Cat Energy Corporation --
http://www.stormcatenergy.com/-- is engaged in the exploitation,
development and production of crude oil and natural gas with focus
on unconventional natural gas resources from coal seams, fractured
shales and tight sand formations.  The company's estimated proved
reserves as of Dec. 31, 2007, were 44.5 billion cubic feet of
natural gas of natural gas.  All of the drilling activities are
conducted on a contract basis with independent drilling
contractors.  The company's principal product is natural gas.  The
principal markets are natural gas marketing companies, utilities
and industrial or commercial end-users.


SUNCAL COS: May Commit Up to $75 Million for Bankrupt Projects
--------------------------------------------------------------
Bob Howard at Globest.com reports that SunCal Cos. is willing to
commit up to $75 million for critical expenses at the bankrupt
projects.

Globest.com relates that the funding would require approval from
the U.S. Bankruptcy Court.

According to Globest.com, SunCal has filed for Chapter 11
protection on 17 of its projects that were depending on funding
from Lehman Bros.  SunCal spokesperson Joe Aguirre said that the
Chapter 11 filings apply only to the entities that filed the
bankruptcy actions, most of them LLCs, and not to SunCal,
GlobeSt.com says.

SunCal said in a statement last week that the LLCs "have been
forced to file for Chapter 11 involuntary bankruptcy, with the
goal of obtaining new funding for the projects and sustaining them
through completion."

Globest.com states that the projects that are affected include
10000 Santa Monica Boulevard in Century City and the 248-acre
Marblehead Coastal project in San Clemente.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.

Irvine, California-based Palmdale Hills Property, LLC, develops
real estate property.  It filed for Chapter 11 protection on Nov.
6, 2008 (Bankr. C. D. Calif. Case No. 08-17206).  Affiliates who
also filed separate Chapter 11 petitions include: SunCal Beaumont
Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit Valley,
LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch, LLC;
SunCal Communities I, LLC; SunCal Communities III, LLC; and SJD
Development Corp.

Paul J. Couchot, Esq., at Winthrop Couchot PC represents Plamdale
Hills in its restructuring effort.  The company listed assets of
$100 million to $500 million and debts of $100 million to
$500 million.


SUN-TIMES MEDIA: CFO, Chairman & 2 Board Members Resign
-------------------------------------------------------
Sun-Times Media Group, Inc. disclosed several changes at the
company.  Chairman of the board, Raymond G. H. Seitz, intended to
resign from the board of directors effective Dec. 31, 2008, the
company said.  Mr. Seitz has been a director of the company since
July 2003 and was elected as non-executive chairman on June 13,
2006.  He has also been a member of the special committee since
the commencement of his service on the board.

The company disclosed that, acting on the recommendation of the
special committee, the company's board voted and approved the
dissolution of the special committee effective immediately.  The
Special Committee was formed on June 17, 2003, to investigate
related-party transactions and other payments made to certain
executives of the company and its controlling stockholder at the
time, Hollinger Inc., and to affiliates of Hollinger Inc.  In
light of the developments, the special committee and the board
determined that it is appropriate to dissolve the committee and
turn over related legal matters to the full board and the
company's management.  These developments include the consummation
of a settlement agreement with Hollinger Inc. disclosed on
June 18, 2008, the virtual completion of the criminal case against
the former management and directors of the company, and the recent
simplification of the civil litigation initiated by the special
committee accomplished by the Oct. 8, 2008, filing of a third
amended complaint in the United States District Court for the
Northern District of Illinois against former members of company
management and other parties.

Special committee members Gordon A. Paris and Graham W. Savage
stated their intention to resign from the board effective upon the
appointment of their respective replacements, but in any event no
later than Dec. 31, 2008, the company said.  Also, the
developments in the action by the United States Securities and
Exchange Commission would, if approved, result in the termination
of the appointment of Richard C. Breeden as the special monitor of
the company.

In light of the intended resignations of Messrs. Paris, Savage and
Seitz and the request by a shareholder that certain individuals be
appointed to the board, the board's nominating and governance
committee is in the process of evaluating a general restructuring
of the board to be accomplished on or about Jan. 1, 2009.  To that
end, the nominating and governance committee is evaluating
candidates for appointment to the board, including the persons who
have been suggested by such shareholder.

The company also disclosed the resignation of William G. Barker
III, senior vice president and chief financial officer, who is
departing the company for another opportunity.  The company
reported that effective Nov. 25, 2008, David C. Martin has been
elected senior vice president and chief financial officer.
Mr. Martin was vice president, Financial Planning for the company
and joined the company in April 2006.

In addition, the company's board has authorized the company to
terminate voluntarily the registration of the company's Class A
common stock under the Securities Exchange Act of 1934 by making
the appropriate filings with the SEC.  The company had determined
that its Class A common stock is held of record by fewer than
300 holders and is therefore eligible for deregistration.  In
reaching its decision, the board determined that the benefits
accruing to the company and its shareholders from having the
Class A common stock continue to be registered, particularly
given that the stock was delisted from the New York Stock
Exchange in May 2008, are substantially outweighed by the burdens
and costs of continued compliance with certain provisions of the
Sarbanes-Oxley Act of 2002 and with the periodic reporting
requirements under the federal securities laws.

The company expects to file a Form 15 with the SEC effecting the
deregistration in January 2009.  The company's obligation to file
periodic reports with the SEC for 2009 will be suspended upon the
filing of the Form 15.  However, the company will be required to
file its Annual Report on Form 10-K for the year ended Dec. 31,
2008.  The registration of the company's Class A Common Stock
under the Securities Exchange Act of 1934 is expected to
terminate 90 days after the filing of the Form 15 if the SEC does
not deny the company's application to deregister.  After the
company's reporting obligations have terminated, the company
expects to continue to make available current public information,
including financial statements, as set forth in Rule 144(c) under
the Securities Act of 1933.  As a result of the deregistration of
the Class A Common Stock, such stock will no longer be eligible
for quotation on the OTC Bulletin Board.  The company does,
however, expect the Class A Common Stock to be quoted on the
Pink Sheets.

Finally, the company has reached an agreement in principle with
the Staff of the SEC to resolve the pending litigation styled
Securities and Exchange Commission v. Hollinger International,
Inc., Case No. 04C 0336, which is pending in the United States
District Court for the Northern District of Illinois.  This
action was commenced against the company in 2004 by the SEC as a
result of the actions of its former management.  The company has
executed a consent to a revised judgment that would (a) supersede
the Jan. 16, 2004, Partial Final Judgment and Order of Permanent
Injunction and Other Equitable Relief; (b) discharge Richard C.
Breeden as Special Monitor for the company; (c) permanently
restrain and enjoin the company from violating, directly or
indirectly, certain provisions of the securities laws of the
United States; and (d) dismiss with prejudice the SEC's claims
for disgorgement, prejudgment interest and civil penalties
against the company. The agreement in principle must be approved
by the SEC and the Court in this case.

                       About Sun-Times Media

Headquartered in Chicago, Sun-Times Media Group Inc. (NYSE: SVN) -
- http://www.thesuntimesgroup.com/-- is a newspaper publisher.
Its media properties include the Chicago Sun-Times and
Suntimes.com as well as newspapers and Web sites serving more than
200 communities throughout the Chicago area.

The Troubled Company Reporter reported on Aug. 14, 2008, that at
June 30, 2008, Sun-Times Media Group Inc.'s consolidated balance
sheet showed $721.2 million in total assets and $870.8 million in
total liabilities, resulting in a roughly $149.5 million
stockholders' deficit.  The company reported a net loss in the
second quarter of 2008 of $37.8 million, versus net income of
$528.0 million in the same period in 2007.

On Aug. 1, 2007, Hollinger Inc. -- http://www.hollingerinc.com/--
which owns approximately 70.0% voting and 19.7% equity interest in
Sun-Times Media Group Inc., along with two affiliates, 4322525
Canada Inc. and Sugra Limited, filed separate Chapter 15 petitions
(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.


SYSCAN INT'L: Has Until Today to Pay $207,520 of Bluehill ID Loan
-----------------------------------------------------------------
Syscan International Inc. received a Letter of Demand from lawyers
of Bluehill ID, AG, a company with headquarters in Switzerland
and a secured lender of the company pursuant to a Bridge Loan
obtained to use as working capital.

The Loan was entered on Aug. 29, 2008, in the amount of
C$150,000.00 and subsequently increased by C$50,000.00 on Oct. 3,
2008.  The company signed 2 promissory notes pursuant to which the
company unconditionally promised to pay by Dec. 28, 2008, the
cumulative sum of $200,000.00 to BlueHill, said amount bearing
interest, at a nominal rate of 18% per annum.  Moreover, on
Aug. 29, 2008, the lender and the company entered into a movable
hypothec Agreement which guarantees the payment by the company
under the Promissory Notes to the extent of $150,000.00 on the
universality of all the property of the company.

Under the terms of the Promissory Notes, the outstanding principal
and accrued interest would become immediately due and payable on
demand by the Lender upon the occurrence of any of the Events of
Default enumerated therein, including these:

   -- a judgment for the payment of money in a cumulative amount
      in excess of $25,000.00 in the aggregate is rendered against
      the company and the company has not provided from the
      discharge thereof in accordance with its terms within
      30 days from the date of entry thereof.

   -- a judgment in the principal amount of $98,370.00 was
      rendered against the company on Oct. 20, 2008, in Quebec
      Superior Court file 500-17-027321-051.

As a consequence, and in accordance with the terms of the
Promissory Notes, the lender has declared the outstanding
principal amounts advanced under the Promissory Notes, and all
accrued and unpaid interest upon, namely the sum of $207,520.55,
immediately due and payable by the company to the lender no later
than Nov. 24, 2008 at 12:00 PM.  The Letter of Demand further
states that if the company fail to provide a certified check in
the amount of $207,520.55 payable to the lender's counsel in
trust, they have been instructed to institute all necessary legal
proceedings against the company.

The company is reviewing the Letter of Demand with legal counsel
and investigating its options and alternatives.

                  About Syscan International Inc.

Syscan International Inc. (TSX VENTURE: SYA) is a supply chain
solution provider that delivers integrated real-time tracking and
tracing systems that improve business efficiency through Radio
Frequency Identification.  Its standardized supply chain solutions
include traceability, temperature monitoring and quality control
applications for the food and pharmaceutical and military sectors.


TEXAS MUSIC: Files for Chapter 11 Protection
--------------------------------------------
Michael Corcoran at Statesman.com reports that Texas Music Group
Inc., along with Antone's Records and Texas Clef Entertainment,
has filed for Chapter 11 protection.

Texas Music, Antone's Records, and Texas Clef were being sued for
fraud, breach of fiduciary duty, and breach of contract,
Statesman.com relates.  The lawsuit -- filed in March 2005 while
country-western crooner Don Walser and his wife, Pat, were still
alive -- seeks that master recordings and money owed from the
Walser's heirs, says Statesman.com.  Randy Clendenen, Heinz
Geissler and James Heldt were also named as co-defendants in the
case, according to the report.  A trial in state court was set for
Dec. 1, but the bankruptcy filing puts a hold on the proceedings,
the report says.

According to Statesman.com, the past Walser recordings were
originally released on Mr. Geissler's Watermelon Records, which
declared bankruptcy in December 1998.  Texas Music, says
Statesman.com, has reissued many of those tracks on "best of"
compilations.

Craig Barker, the attorney for the Walser family, said in a
statement, "The Walser heirs are saddened by this turn of events
where the individuals behind the corporate shells continue to
exploit their father's work for financial gain."

The Texas Music Group is an Austin-based independent record
company releasing the best music from the Lone Star State and
points beyond.  It builds on the success of Austin's two most-
prominent indie labels of the 1990s, Antone's and Watermelon
Records, to create a new, dynamic, and multi-faceted record
company ready to meet the challenges of the rapidly changing music
marketplace in the new millennium.  Heinz Geissler is the Label
Group Manager of the Texas Music Group, and the founder and former
President of Watermelon Records.


THORNBURG MORTGAGE: Interest Nonpayment Cues Fitch's Junk Ratings
-----------------------------------------------------------------
Based on Thornburg Mortgage Inc.'s missed interest payment on its
8% senior notes, Fitch Ratings has downgraded Thornburg's Issuer
Default Rating:

  -- IDR to 'RD' from 'CCC'.

Fitch has maintained these ratings:

  -- Senior notes remain at 'C/RR6';
  -- Senior secured subordinated notes remain at 'C/RR6';
  -- Subordinated notes remain at 'C/RR6';
  -- Preferred stock remains at 'C/RR6'.

The IDR downgrade is based on Thornburg failing to make an
interest payment on its 8% senior notes.  The RR6 recovery ratings
for the rated securities are due to Fitch's continued belief that
recoveries in the event of default would be poor.

Based in Santa Fe, New Mexico, Thornburg Mortgage, Inc. is a
lender to the single-family residential mortgage housing market
and is focused principally on the jumbo segment.  Thornburg
originates, acquires and retains investments in adjustable-rate
mortgage assets.  Thornburg's ARM assets are comprised of
Purchased ARM Assets and ARM Loans.  All of Thornburg's ARM assets
are either Traditional ARMs, which includes Pay Option ARMs or
Hybrid ARMs.

For tax purposes, Thornburg is organized as a real estate
investment trust and is managed externally by Thornburg Mortgage
Advisory Corporation.


VALASSIS COMMUNICATIONS: Moody's Maintains 'B1' Corporate Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Valassis Communications, Inc.'s
B1 Corporate Family rating, B1 Probability of Default rating and
associated debt ratings and changed the company's rating outlook
to stable from positive.  The stable rating outlook reflects
Moody's expectation that weakening U.S. economic conditions will
create greater pressure on Valassis' advertising revenue into 2009
than Moody's had previously anticipated and will prevent the
company from generating the improvement in credit metrics
necessary to move to a higher rating.

Outlook Actions:

Issuer: Valassis Communications, Inc.

  -- Outlook, Changed to Stable from Positive

Valassis' B1 CFR reflects its ability to generate cash flow from
good market positions in a broad array of largely print-based
marketing services.  Valassis has considerable scale and reach in
media services and good customer diversity.  The company
nevertheless will face challenges reversing operating margin
pressure while managing through a difficult economic and
advertising environment in 2009.  Valassis' high leverage of 5.8x
(LTM Sept. 30, 2008incorporating Moody's standard adjustments)
adds to these operating risks and positions the company weakly
within the B1 rating category.  The company has publicly stated it
is targeting a more moderate leverage profile of net debt-to-
EBITDA (GAAP basis) of 3x and that the leverage target will guide
the use of free cash flow.

Maintaining ample liquidity is critical to sustaining the existing
capital structure through the economic downturn.  Valassis has
sufficient cash on hand and projected free cash flow to meet its
debt maturities and an approximate 20% EBITDA cushion under the
senior secured debt-to-EBITDA covenant, which is the tightest
covenant as of 9/30/08.  Moody's anticipates moderate covenant
headroom will continue to exist within the rating agency's
operating projections for Valassis over the next 12-18 months
after incorporating anticipated debt reduction and step downs in
the covenants at the end of 2008 and 2009.

The stable rating outlook reflects Moody's expectation that
Valassis will continue to maintain free cash flow-to-debt within
the 3-7% range anticipated for the B1 rating, although debt-to-
EBITDA will likely be at or moderately above the high end of the
range anticipated for the B1 rating in 2009 due to the economic
slowdown.  In Moody's view, Valassis' focus on value-oriented
marketing will somewhat cushion its advertising revenue
performance in the downturn and anticipate the company will
generate $60-70 million of free cash flow in 2009 aided by lower
capital spending and interest expense.

Moody's last rating action on Valassis was a change in the rating
outlook to positive from stable on June 9th, 2008.

Valassis Communications, Inc., headquartered in Livonia, Michigan,
offers a wide range of promotional and advertising products
including shared (direct) mail approximately 59% of LTM Sept. 30,
2008 revenue), free-standing inserts (15%), neighborhood targeting
(19%), sampling, coupon clearing and consulting and analytic
services. Annual revenue approximates $2.4 billion.


US SECURITY: Moody's Lifts Corporate Family Rating to 'B1'
----------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of U.S. Security Associates
Holdings, Inc. to B1 from B2 while concurrently raising the
ratings on the senior secured first lien credit facility to Ba3
from B1.  Solid organic revenue growth, combined with recent cost
reduction initiatives, has driven a steady improvement in the
company's profitability and credit metrics over the past two
years.  Notwithstanding current macroeconomic headwinds, the
stable outlook reflects a mostly stable demand environment for the
security services industry as well as Moody's expectations that
U.S. Security will maintain key credit metrics, including
leverage, at levels appropriate for the B1 rating category over
the intermediate term.

The ratings are constrained by the highly competitive nature of
the security services industry and resulting low operating
margins, the potential for pricing pressures associated with a
slowing US economy, and U.S. Security's acquisition strategy and
financial policies.  The ratings benefit from the company's track
record of mostly meeting or exceeding Moody's expectations, a good
liquidity profile, a highly diversified customer base across
several end markets, and U.S. Security's market position within
the industry.

Moody's upgraded these ratings:

  -- Corporate Family Rating, to B1 from B2

  -- Probability of Default Rating, to B1 from B2

  -- $40 million senior secured revolver due 2012, to Ba3 / LGD3
     (34%) from B1 / LGD3 (35%)

  -- $135 million senior secured term loan B due 2013, to Ba3 /
     LGD3 (34%) from B1 / LGD3 (35%)

  -- $30 million senior secured acquisition loan due 2013, to Ba3
     / LGD3 (34%) from B1 / LGD3 (35%)

The previous rating action occurred on April 24, 2006 when Moody's
assigned a first-time Corporate Family Rating of B2.

U.S. Security Associates Holdings, Inc. is the fourth largest
uniformed security guard provider in the United States.  The
company serves approximately 3,400 clients and, in the last twelve
months ended Sept. 25, 2008, generated revenues of about
$650 million.


VRB POWER: Files Restructuring under Bankruptcy and Insolvency Act
------------------------------------------------------------------
VRB Power Systems Inc. applied to the British Columbia Supreme
Court for an order appointing Abakhan & Associates Inc. as interim
receiver over the assets and property of the company.  The company
has also filed a Notice of Intention to make a proposal for its
reorganization under the Bankruptcy and Insolvency Act (Canada).

In light of the foregoing, the directors of the company have
indicated their intention to resign.  Appointment of the Interim
Receiver was expected to occur on Nov. 21, 2008.  To date, the
company has not given any update on this matter.

Headquartered in Richmond, Canada, VRB Power Systems Inc. (TSX-V:
VRB) is an energy storage technology developer which is marketing,
selling and manufacturing products utilizing the patented VRB
Energy Storage System.  The VRB-ESS can store and supply large
amounts of electricity on demand and is focused on stationary
applications.


VIREXX MEDICAL: Files Protection from Creditors in Canada
---------------------------------------------------------
ViRexx Medical Corp. filed a Notice of Intention to make a
proposal to its creditors pursuant to the Bankruptcy and
Insolvency Act (Canada) as a result of having insufficient
financial resources to meet all of its existing creditor
obligations.

The company also disclosed that it has appointed two directors to
its board.  After the resignations of Douglas Gilpin, Yves Cohen,
Michael Marcus and Jacques LaPointe as directors of the company,
these people were appointed as directors of the company as at
Sept. 14, 2008: (i) Roger Flowerdew, CA and (ii) William Milligan.

The board of directors of the company now has three members,
including the chairman and interim CEO, Darrell Elliott.

The company filed a NOI to make a proposal under the BIA to
facilitate an orderly evaluation of strategic alternatives
including those designed to strengthen the company's business
model and capital structure.

The NOI filing allows ViRexx to maintain scaled-back operations
and maintain the integrity of its assets while evaluating its
strategic alternatives and developing a restructuring proposal for
creditors.  Until the company files its proposal, Meyers Norris
Penny Limited will monitor the activities of the company as
trustee.

On Nov. 7, 2008, ViRexx accepted a Letter of Intent from Paladin
Labs Inc., to provide an immediate cash injection as a debtor in
possession financing of up to an aggregate amount of C$200,000 to
ViRexx with interest at the prime rate posted by the Toronto
Dominion Bank plus 4%.  Interest will be payable from the day
any amount is disbursed.  Key terms of the LOI are:

   -- "Basket" proposal: full and final payment to all unsecured
      creditors of ViRexx in proportion to each such creditor's
      pro rata share of all proven claims from the funds provided
      by the Purchaser equal to C$1,250,000 less any amounts that
      ViRexx is required under applicable law to pay to creditors
      in priority to the unsecured creditors except for DIP
      financing repayment.  The amounts will be payable up to
      C$1,250,000 within 10 business days of the transaction
      closing;
   -- Redemption of all issued and outstanding shares for C$1.00
      in the aggregate;

   -- Former Shareholders as a class to be established on
      transaction closing will be entitled, on a pro rata basis,
      to a contractual right entitling them to a contingent
      payment of C$2,000,000 in the aggregate, provided that on
      or before Dec. 31, 2009, the company receives net cash
      proceeds from the realization of assets of the company equal
      to not less than C$4,000,000.  Deductions from net cash
      proceeds will include amounts invested or loaned to the
      company in excess of C$1,250,000 with a venture capital
      return of 20% thereon.  Shareholders will also receive
      pro-rata 25% of any cash milestone payments received from
      the sale or licensing of the assets completed prior to
      Dec. 31, 2009, after deduction for excess investment to a
      maximum of C$500,000 in the aggregate, and which payments
      are received by the company within two years from the date
      of any sale or licensing.

There can be no assurance that the company will complete the
proposed transaction with Paladin and, if it does, there can be
no assurance that shareholders will receive any proceeds from a
realization on the assets of the company.  Although Paladin is
committed to seek to realize proceeds from the sale of the assets
of ViRexx, Paladin may, depending on costs, feasibility and
market conditions, re-evaluate their position with respect to the
continued development of ViRexx's assets and may, as a result,
cease or limit such development which, in turn, may cause it to be
unable to realize any future proceeds from a sale of such assets.

Mr. Elliott commented: "The collapse of ViRexx's rights offering
due to the failure of LM Funds Corp. to honor its standby
commitment coincided with the current turmoil in [worldwide]
financial markets and greatly exacerbated the difficulties ViRexx
has faced in securing alternative financing, as many investors and
lenders have currently withdrawn from such activity.
Nevertheless, the quality of ViRexx's underlying science
programmes, in the opinion of management, continue to be
recognized and have generated interest by parties in several
countries with whom ViRexx will continue discussions.  I would
like to take the opportunity to welcome the new directors to the
board and also to thank those members of the board who resigned
on Sept. 14, 2008, for their many years of service to the
company."

                    About ViRexx Medical Corp.

ViRexx Medical Corp. (TSX: VIR) (AMEX: REX) is a Canadian-based
development-stage biotech company focused on developing
innovative-targeted therapeutic products that offer better quality
of life and a renewed hope for living.  The company's platform
technologies include product candidates for the treatment of
Hepatitis B, Hepatitis C, avian influenza viral infections,
biodefence and nanoparticle applications, select solid
tumors and late-stage ovarian cancer.


WACHOVIA BANK: Moody's Downgrades Ratings on Six Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed 17 classes of Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-
30 and placed eleven classes on review for possible downgrade:

  -- Class A-1, $28,173,489, affirmed at Aaa

  -- Class A-1A, $2,288,973,608, affirmed at Aaa

  -- Class A-2, $100,000,000, affirmed at Aaa

  -- Class A-3, $908,744,000, affirmed at Aaa

  -- Class A-4, $195,542,000, affirmed at Aaa

  -- Class A-5, $1,876,383,000, affirmed at Aaa

  -- Class A-PB, $126,906,000, affirmed at Aaa

  -- Class A-M, $540,349,000, affirmed at Aaa

  -- Class A-MFL, $250,000,000, affirmed at Aaa

  -- Class A-J, $671,798,000, affirmed at Aaa

  -- Class X-P, Notional, affirmed at Aaa

  -- Class X-C, Notional, affirmed at Aaa

  -- Class X-W, Notional, affirmed at Aaa

  -- Class B, $49,397,000, affirmed at Aa1

  -- Class C, $79,035,000, affirmed at Aa2

  -- Class D, $69,155,000, affirmed at Aa3

  -- Class E, $59,277,000, affirmed at A1

  -- Class F, $69,155,000, currently rated A2, on review for
     possible downgrade

  -- Class G, $98,794,000, currently rated A3, on review for
     possible downgrade

  -- Class H, $79,035,000, currently rated Baa1, on review for
     possible downgrade

  -- Class J, $88,914,000, currently rated Baa2, on review for
     possible downgrade

  -- Class K, $79,035,000, currently rated Baa3, on review for
     possible downgrade

  -- Class L, $39,518,000, downgraded to Ba2 from Ba1, on review
     for possible downgrade

  -- Class M, $19,759,000, downgraded to Ba3 from Ba2, on review
     for possible downgrade

  -- Class N, $29,638,000, downgraded to B1 from Ba3, on review
     for possible downgrade

  -- Class O, $19,758,000, downgraded to B2 from B1, on review for
     possible downgrade

  -- Class P, $9,880,000, downgraded to Caa1 from B2, on review
     for possible downgrade

  -- Class Q, $19,759,000, downgraded to Caa2 from B3, on review
     for possible downgrade

Moody's downgraded Classes L, M, N, O, P and Q due to the decline
in performance of the Peter Cooper Village and Stuyvesant Town
Loan and anticipated losses from specially serviced loans.
Moody's placed Classes F, G, H, J, K, L, M, N, O, P and Q on
review for possible downgrade due to concerns about possible
further decline in the performance of the pool, including the PCV-
ST Loan.

As of the Oct. 20, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by less than 1.0% to
$7.896 billion from $7.903 billion at securitization.  The
Certificates are collateralized by 265 mortgage loans ranging in
size from less than 1% to 19% of the pool, with the top 10 loans
representing 52% of the pool.  The pool includes four loans,
representing 2% of the pool, with investment grade underlying
ratings.  The performance of the PCV-ST Loan has declined since
securitization and the loan no longer has an investment grade
underlying rating.

The pool has not experienced any losses since securitization.
Three loans, representing less than 1% of the pool, are currently
in special servicing.  Moody's is currently estimating an
aggregate $6.1 million loss for the specially serviced loans.

Forty loans, representing 43% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the
Commercial Mortgage Securities Association's monthly reporting
package.  As part of Moody's ongoing monitoring of a transaction,
Moody's reviews the watchlist to assess which loans have material
issues that could impact performance.

Moody's was provided with partial and full-year year 2007 and
partial-year 2008 operating results for 98% and 53% of the pool,
respectively.  Moody's weighted average loan to value ratio for
the conduit component is 118%, the same as at securitization.

The loans with investment grade underlying ratings represent 2.1%
of the pool.  The largest loan with an underlying rating is the 9
West 57th Street Loan ($100.0 million -- 1.3%), which is secured
by the fee interest in a 1.4 acre land parcel located in Midtown
Manhattan.  The land is leased to Solow Building Company LLC
pursuant to a 130-year ground lease that expires in May 2098.  The
collateral is improved with a 1.4 million square foot Class A
office building.  Ground lease payments are $12 million per year
and remain flat for the remainder of the lease term.  Moody's
current underlying rating is Aaa, the same as at securitization.

The remaining loans with underlying ratings comprise less than 1%
of the pool.  The Concord Square Shopping Center Loan
($35.0 million -- 0.4%) is secured by a 237,000 square foot retail
center located in Wilmington, Delaware.  Moody's current
underlying rating is A3, the same as at securitization.  The Manor
Shopping Center Loan ($15.0 million -- 0.2%) is secured by a
243,000 square foot shopping center located in Lancaster,
Pennsylvania.  Moody's current underlying rating is Baa3, the same
as at securitization.  The Everett Mall Office Park I & II Loan
($14.0 million -- 0.2%) is secured by an 188,000 square foot
office complex located in Everett, Washington.  Moody's current
underlying rating is Baa3, the same as at securitization.

The Peter Cooper Village and Stuyvesant Town Loan ($1.5 billion --
19.0%) represents a pari passu interest in a $3.0 billion first
mortgage.  The loan is secured by two adjacent multifamily
apartment complexes totaling 11,227 units located on the east side
of Manhattan.  The borrower is pursuing a comprehensive renovation
of the property and conversion of rent regulated units to market
rents.  However, progress has been slower than expected.  As of
June 2008, approximately 35.8% of the apartments were at market
rate, compared to 28.5% at securitization.  In addition to the
delay in converting apartments, operating expenses have been
higher than projected, largely due to utility expenses and repairs
and maintenance expenses associated with upgrading apartments upon
tenant lease expirations.  At securitization, a $400.0 million
interest reserve and a $190.0 million general reserve were
established to cover interest shortfalls.

As of Sept. 2008, approximately $200.0 million of these reserves
remain.  At the present pace of the conversion program, it is
expected that the reserves will be depleted by the end of the
third quarter of 2009.  The loan is on the servicer's watchlist
due to low debt service coverage.  The loan sponsors are Tishman
Speyer and BlackRock Realty Advisors.  In addition to the first
mortgage loan, there is a $1.4 billion mezzanine loan secured by a
pledge of equity interests in the borrower.  Moody's current
valuation of this loan reflects a slower rate of conversion of
units to market rates, higher expenses and a lower market rental
growth, resulting in a decrease in value.  Moody's underlying
rating is Ba3 compared to Baa3 at securitization.

The three largest conduit loans represent 17.1% of the pool.  The
largest loan is the Five Times Square Loan ($536.0 million --
6.8%), which is secured by a 550,000 square foot office building
located in Midtown Manhattan, New York.  The property has
maintained 100% occupancy since securitization.  The office
component, which represents 97% of the total building NRA, is
leased to Ernst and Young through 2022 and serves as their U.S.
World Headquarters.  Performance has been impacted by higher
operating expenses. The loan is interest only for the full 10-year
term.  Moody's LTV is 135% compared to 130% at securitization.
The second largest loan is the 350 Park Avenue Loan
($430.0 million -- 5.4%), which is secured by a 538,000 square
foot office building located in Midtown Manhattan, New York.  The
property was 97% leased as of June 2008, compared to 100% at
securitization.  The largest tenant is Ziff Brothers Investments,
which occupies 36% of the property through April 2011.
Performance has been impacted by increased operating expenses.
The loan is interest only for its entire five-year term.  Moody's
LTV is 145% compared to 143% at securitization.

The third largest loan is the State Street Financial Center Loan
($387.5 million -- 4.9%), which represents a 50% pari passu
interest in a $775.0 million first mortgage loan.  The loan is
secured by a 1.0 million square foot office building located in
downtown Boston, Massachusetts.  The property is 100% leased to
State Street Bank Corporation (Moody's senior unsecured rating
Aa3, negative outlook) through September 2023 and serves as its
headquarters.  The loan is interest only for its entire 10-year
term.  Moody's LTV is 138%, the same as at securitization.
Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a Presale Report dated March 8, 2007. This
is Moody's full first review since securitization.

Moody's has published rating methodologies outlining Moody's
analytical approach to surveillance and Moody's approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining Moody's ratings approach to
the various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

* CMBS: Moody's Approach to Surveillance, Sept. 30, 2002 -- this
  paper provides an overview of Moody's surveillance philosophy,
  an indication of what prompts a conduit review, how conduit and
  large loan monitoring is performed, and what Moody's objectives
  are with respect to post-closing requests and servicer reviews;

* CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
  Sept. 15, 2000 -- this paper provides an overview of rating
  methodology and process with details on property level analysis,
  loan level analysis, legal and structural characteristics, and
  portfolio characteristics with supplementary information on
  legal issues, a research summary, helpful information for
  commercial real estate transactions, capitalization rates, and
  guidelines for capital reserves; and

* US CMBS: Moody's Approach to Rating Fusion Transactions,
  April 19, 2005 -- this paper discusses the key ratings factors
  for fusion deals (large loan credit quality, composition and
  correlation of the large loan pool, and conduit diversity),
  value drivers for office and retail properties, valuation and
  cap rate issues, property type volatility, Moody's large loan
  tranching methodology, and an assessment of subordination
  levels.


WALDEN RESERVE: Panel May Retain Spencer Fane as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas granted the
Official Committee of Unsecured Creditors appointed in Walder
Reserve, LLC's bankruptcy case authority to retain Spencer Fane
Britt & Browne LLP as its counsel.

As the Creditors Committee's bankruptcy counsel, SFBB will is
expected to, among other things, advise the Committee with respect
to its rights, duties and powers, represent the Committee, and to
perform all other legal services that the Committee may require in
connection with the Debtor's bankruptcy case.

As compensation for their services, SFBB's professionals bill:

          Partners                $225-$450 per hour
          Associates              $200-$255 per hour
          Paralegal                $95-$155 per hour

Scott J. Goldstein, Esq., and Lisa A. Epps, Esq. have agreed to
bill at $300 per hour.

Scott J. Goldstein, Esq., a partner at SFBB, assured the Court
that the firm does not hold or represent any interest adverse to
the Debtor or its estate, and is a "disinterested person" as that
term in defined in Sec. 101(14) of the Bankruptcy Code.

                       About Walden Reserve

Based in Overland Park, Kan., Walden Reserve, LLC, formerly doing
business as Renegade Mountain Partners LLC, owns and manages
residential real estate.  The Debtor filed for chapter 11
protection on May 28, 2008 (D. Kan. Case No. 08-21230).
Colin N. Gotham, Esq., at Evans & Mullinix, P.A., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed total assets of $14,637,288 and total debts
of $7,085,320.

An 8-Member Official Committee of Unsecured Creditors has been
appointed in this case.


WATERBROOK PENINSULA: Plan Filing Period Extended to January 21
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
extended Waterbrook Peninsula, LLC's exclusive periods to:

  a) file a plan of reorganization until Jan. 21, 2008; and

  b) solicit acceptances of said plan until Feb. 20, 2008.

The Debtor told the Court that its case is both large and complex,
and that it requires additional time to analyze possible plans and
the most prudent method to maximize the value of its assets.

Based in Deerfield Beach, Florida, Waterbrook Peninsula LLC is the
developer of a residential development, "Peninsula on the
Intracoastal," located at 2649 North Federal Highway, Boynton
Beach, Florida.  The company filed for Chapter 11 protection on
June 25, 2008 (Bankr. S.D. Fla. Case No. 08-18603).  Scott A.
Underwood, Esq., and Thomas M. Messana, Esq., at Messana,
Weinstein & Stern, P.A., represent the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets of between $10 million and $50 million, and debts of
between $10 million to $50 million.


WASTEQUIP INC: Market Woes Cue S&P to Junk Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Wastequip Inc., including the long-term corporate credit rating to
'CCC+' from 'B'.  The outlook is negative.  S&P lowered the issue-
level rating on Wastequip's $381 million senior secured credit
facility to 'B-' from 'BB-'.  The recovery rating on this debt has
been revised to '2' from '1', indicating expectations of
substantial recovery (70%-90%) of principal in the event of a
payment default.

"The rating action reflects the company's weakened performance
resulting from challenging conditions in the housing and
nonresidential construction markets," said Standard & Poor's
credit analyst Helena Song.  "It also reflects S&P's belief that
the company is at a heightened risk of a covenant violation in the
near term given the weak end markets and step-ups in covenant
levels."

The ratings on privately held Wastequip reflect the company's
highly leveraged balance sheet and aggressive financial policy,
along with limited cash flow and meaningful customer
concentration.  Partially mitigating these risks are the company's
leading niche position; its ability to pass on raw material cost
increases, especially for steel, to its customers; and its low
capital intensiveness.

With annual sales totaling about $500 million and manufacturing
facilities across North America, Cleveland, Ohio-based Wastequip
is a leading producer of nonmobile waste handling equipment,
including dumpsters, hoists, compactors, and balers.  The company
also manufactures intermodal refuse containers used for waste
transportation.  Capital outlays from a few key end customers,
including the top three U.S. waste management companies, partly
drive sales.  These three customers are expected to account for
about 15%-20% of the company's revenues.

Wastequip's business risk profile reflects limited diversity and
its participation in a relatively small (roughly $2 billion) niche
market.  Because of the challenging conditions in the U.S. housing
and nonresidential construction market, demand from national and
regional waste haulers has declined, resulting in lower revenues
and weak earnings for suppliers such as Wastequip.  A pickup in
replacement sales at some point could possibly help stabilize
operating performance following the initial reduction in industry
capital expenditures.

Wastequip is highly leveraged.  As of June 30, 2008, lease-
adjusted debt to EBITDA was more than 10x, and funds from
operations to total debt was minimal.  The calculations for both
ratios include $40 million of 14.25% senior unsecured payment-in-
kind notes at the holding company.  Cash flow should be sufficient
to allow Wastequip to fund modest capital expenditures.
Wastequip's strategy has been to incorporate acquisitions to
supplement organic growth.  The company has completed more than 20
acquisitions since its founding in 1989.

S&P could lower the ratings if the company violates its covenants
and the likelihood of its obtaining a satisfactory cure worsens or
if the company fails to meet its financial obligations.  A
positive rating action could occur if the company avoids a
covenant violation or, if the company does violate a covenant, the
company is able to receive adequate relief.


WHITEHEAD PRODUCTION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Whitehead Production Company, Inc.
        905 University Drive
        Fort Worth, TX 76107

Case No.: 08-45475

Petition Date: November 20, 2008

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: John Y. Bonds, III, Esq.
                  Shannon, Gracey, Ratliff & Miller
                  777 Main St., Suite 3800
                  Ft. Worth, TX 76102-5304
                  Tel: (817)336-9333
                  Fax: (817)336-3735
                  Email: jbonds@shannongracey.com

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

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

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

         http://bankrupt.com/misc/txnb08-45475.pdf


WHITNEY LAKE: Has Interim Use of Cash Collateral until January 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Carolina has granted
Whitney Lake, LLC interim authority to use cash collateral,
consisting of proceeds from the anticipated sale of four
residential units within the Whitney Lake subdivision.  The
interim authority of the Court will terminate on Jan. 31, 2009.

Regions Bank, First Horizon Home Loans, a division of First
Tennessee Bank, National Association, and Stock Building Supply
hold mortgage liens on one or more of the Units anticipated to be
sold.  Various other creditors have filed mechanics' liens on the
Units but only VNS Corporation filed an objection to Debtor's
motion.

At the hearing on the motion, the Lenders, VNS and the Debtor
agreed to these terms for the interim use of Cash Collateral:

  a) The holder of the mortgage on any Units sold shall be paid
     an applicable release price for such unit, less an agreed
     upon Debtor allowance for each Unit for the use of the Debtor
     of:

     -- $35,000 for the first Unit under lien to First Horizon;

     -- $18,000 for the first Under lien to Stock Building; and

     -- $150,000 for the first two (2) Units under lien to Regions
        Bank.

  b) The Debtor may also use the portion of the sales proceeds
     consisting of the excess of (i) the Net Sales Proceeds from
     the sale of each unit less (ii) the Release Price applicable
     to such Unit.

The Debtor Allowances will be segregated into separate, restricted
cash collateral accounts, with one account for each holder of a
mortgage on a Unit sold.  Subject to the sale of the Units, these
Accounts shall be funded, as follows:

    i. Regions Bank             - $300,000
   ii. Stock Building           -  $18,000
  iii. First Horizon            -  $35,000

The Excess Proceeds from the sale of each Unit shall be deposited
into a separate General Administrative and Operating Expenses
Account, to be funded in the total amount of $70,500:

   Regions Contribution         $45,000
   Stock Building Contribution  $19,500
   First Horizon                 $6,000

The Debtor is authorized to use Cash Collateral from the General
Account to pay the ordinary and necessary costs of operating its
business, pursuant to a budget for the period from Oct. 14, 2008,
to Jan. 31, 2009.

Restricted Cash Collateral Accounts of Regions Bank, Stock
Building, and First Horizon may be used only for permitted
expenditures as set forth in the Order.

As adequate protection, Stock Building and First Horizon are
granted a replacement lien on the property consisting of 53.311
acres owned by Frazier Real Property, LP located in the City of
Charleston, South Carolina.  This replacement lien shall be junior
in priority to the lien of Regions Bank.

In addition, Lenders are granted a replacement lien on any
collateral in which they have a pre-petition lien, and the lien of
the Lenders shall attach to the Cash Collateral deposited in their
respective Restricted Cash Collateral Accounts.  The lien of the
Lenders shall also extend to the Cash Collateral deposited in the
General Account, on a pro rata basis, but such lien shall be
subordinate to any administrative claims allowed pursuant to Sec.
507(a)(2) of the Bankruptcy Code.

To the extent that they have an interest in Cash Collateral,
Baycorp, Inc., a judgment lien creditor, and each of the Mechanic
Claimants are also granted a pro rata replacement on the Property
to the extent of Cash Collateral placed into the General Account,
equal in priority to the replacement lien being granted to Stock
Building and First Horizon.

A full-text copy of the first interim order is available for free
at http://researcharchives.com/t/s?3512

Based in Johns Island, South Carolina, Whitney Lake, LLC --
http://www.whitneylake.com/-- is a townhouse subdivision
developer.  The company filed for Chapter 11 relief on Sept. 18,
2008 (Bankr. D. S.C. Case No. 08-05729).  Kevin Campbell, Esq., at
The Campbell Law Firm, P.A. A represents the Debtor as counsel.
When the company filed for protection from its creditors, it
listed total assets of $22,807,654, and total debts of
$21,197,259.


WHITNEY LAKE: Files Amended List of 20 Largest Unsecured Creditors
------------------------------------------------------------------
Whitney Lake, LLC, filed with the U.S. Bankruptcy Court for the
District of South Carolina an amended list of its 20 largest
unsecured creditors.

A complete list of Whitney Lake's 20 largest unsecured creditors
is available for free at:

          http://researcharchives.com/t/s?3511

Based in Johns Island, South Carolina, Whitney Lake, LLC --
http://www.whitneylake.com/-- is a townhouse subdivision
developer.  The company filed for Chapter 11 relief on Sept. 18,
2008 (Bankr. D. S.C. Case No. 08-05729).  Kevin Campbell, Esq., at
The Campbell Law Firm, P.A. A represents the Debtor as counsel.
When the company filed for protection from its creditors, it
listed total assets of $22,807,654, and total debts of
$21,197,259.


WHITNEY LAKE: May Employ George Morris as Special Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
granted Whitney Lake, LLC authority to employ George J. Morris,
Esq., as special counsel.

As special counsel, Mr. Morris is expected to represent the Debtor
in real estate related issues and transactions, including all
activities related thereto, including but not limited to lien and
judgment searches; defending, including investigation, negotiation
or litigation, as applicable, the Debtor in actions/claims filed
by mechanic lien and other similar creditors.

As compensation for his services, Mr. Morris will bill the Debtor
at $250 per hour.

To the best of the Debtor's knowledge, Mr. Morris does not hold or
represent any interests adverse to the Debtor or its estate, and
is a "disinterested person" as that term is defined under Sec.
101(14) of the Bankruptcy Code.

Based in Johns Island, South Carolina, Whitney Lake, LLC --
http://www.whitneylake.com/-- is a townhouse subdivision
developer.  The company filed for Chapter 11 relief on Sept. 18,
2008 (Bankr. D. S.C. Case No. 08-05729).  Kevin Campbell, Esq., at
The Campbell Law Firm, P.A. A represents the Debtor as counsel.
When the company filed for protection from its creditors, it
listed total assets of $22,807,654, and total debts of
$21,197,259.


WORLDSPACE INC: May Employ Bank Street as Financial Advisors
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
WorldSpace Inc. and its debtor-affiliates permission to employ The
Bank Street Group LLC as their financial advisors, effective as of
the Petition Date.

As the Debtors financial advisors, Bank Street will provide
advisory and consulting services in connection with potential
restructuring, sale or financing transactions.

In consideration for Bank Street's services as financial advisors,
the Debtors have agreed to pay Bank Street:

  a) a monthly advisory fee, paid in advance, in the amount of
     $100,000.

  b) a cash financing fee equal to (i) 1.5% of the aggregate
     principal amount of any senior debt financing; plus (ii) 2.5%
     of the aggregate principal of any senior subordinated,
     subordinated or mezzanine financing; plus (iii) 5.0% of any
     preferred equity financing; plus (iv) 6.0% of any common
     equity financing and on such terms as provided for in the
     Engagement Letter.

  c) A fee upon the completion of a Restructuring equal to 1.0%
     of the total face/accreted value of any Obligations which are
     restructured, less the total amount of the gross proceeds of
     any Financing or Sale in which Bank Street is entitled to
     receive a Financing  or Sale Fee.

  d) A transaction fee if, during the term of the Engagement
     Letter, within the earlier to occur of (i) twelve full months
     following the termination of the Engagement Letter or (ii)
     the effective date of a plan of reorganization, an agreement
     in principle or definitive agreement to effect any Sale is
     entered into, in an amount equal to 2.5% of the Aggregate
     Consideration paid, which will be payable at the closing of
     such Sale.

Richard S. Lukaj, a senior managing director at Bank Street,
assured the Court that to the best of his knowledge, Bank Street
neither holds nor represents any interest adverse to the Debtors
or their estates, and that Bank Street is a "disinterested person"
as that term is defined in Sec. 101(14) of the Bankruptcy Code.

A full-text copy of the Court's order authorizing the employment
of Bank Street as the Debtors' financial advisors is available for
free at:

               http://researcharchives.com/t/s?3513

                         About WorldSpace

WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- and its
debtor- and non-debtor affiliates provide satellite-based radio
and data broadcasting services to paying subscribers in ten
countries throughout Europe, India, the Middle East, and Africa.
The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on Oct. 17, 2008 (Bankr. D.Del., Case No.
08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Shearman & Sterling, LLP, represent the Debtors as
counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf represent the Committee as counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.


WORLDSPACE INC: Taps Baker & McKenzie as Special Counsel
--------------------------------------------------------
WorldSpace Inc. asks the U.S. Bankruptcy Court for the District of
Delaware for authority to employ Baker & McKenzie LLP, as their
special counsel, nunc pro tunc to the Petition Date.

The Debtors seek to retain Baker & McKenzie to act as general
corporate and securities counsel, including the securitization
sale or other dispositon of assets, and to give bankruptcy advice
relating to corporate matters.

Jeffrey E. Cohen, Esq. a partner at Baker & McKenzie, tells the
Court that the the firm has a prepetition claim totaling
$1,265,670.   Mr. Cohen, however, assures the Court that
regardless of its prepetition claim, the firm does not represent
or hold any interest adverse to the Debtors or their estates.

As compensation for their services, Baker & McKenzie's
professionals bill:

                               Hourly Rate
                               -----------
          Partners              $625-$900
          Associates            $310-$545
          Paraprofessionals     $175-$200

                         About WorldSpace

WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- and its
debtor- and non-debtor affiliates provide satellite-based radio
and data broadcasting services to paying subscribers in ten
countries throughout Europe, India, the Middle East, and Africa.
The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on Oct. 17, 2008 (Bankr. D.Del., Case No.
08-12412 - 08-12414).  Mames E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors as counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf represent the Committee as counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.


WP HICKMAN: U.S. Trustee Appoints 7-Member Creditors Panel
----------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for Region
3, appointed 7 creditors to serve on the Official Committee of
Unsecured Creditors in W.P. Hickman Systems, Inc., Hickman
Manufacturing, Inc., and A.M. Technologies, Inc.'s jointly
administered Chapter 11 cases.

The Creditors Committee members are:

     a) Metal-Era, Inc.
        Attn: Gene Mallinger
        1600 Airport Road
        Waukesha, WI 53188
        Tel: (262) 650-6404
        Fax: (262) 436-4404

     b) FBC Chemical Corp.
        Attn: Mark M. Hudac
        P.O. Box 599, 634 Route 228
        Mars, PA 16046
        Tel: (724) 625-3116
        Fax: (724) 625-1640

     c) RDF Trucking Corp.
        Attn: Nunzio Boscarello
        7425 Industrial Park
        Lorain, OH 44053
        Tel: (440) 282-9060
        Fax: (440) 282-9068

     d) Tucker Arensberg, P.C.
        Attn: Michael A. Shiner, Esq.
        1500 One PPG Place
        Pittsburgh, PA 15222
        Tel: (412) 594-5586
        Fax: (412) 594-5619

     e) ABH Enterprises, Inc.
        Attn: James L. Hinton, Jr.
        1637 51st Avenue
        Tuscaloosa, AL 35401
        Tel: (205) 345-6634
        Fax: (205) 349-2767

     f) Southeast Building Maintenance Technicians, Inc.
        Attn: Roger Dean Ozbolt, Sr.
        150 C.S. Floyd Rd., (P.O. Box 1687)
        Loganville, GA 30052
        Tel: (770) 466-7665
        Fax: (770) 466-7809

     g) Cunningham & Associates, CPA, Inc.
        Attn: Glenn Cunningham, CPA
        Broadview Heights, OH 44147
        Tel: (440) 717-1350
        Fax: (440) 717-1345

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Solon, Ohio-based W.P. Hickman Systems, Inc. --
http://www.wphickman.com/-- offers commercial roofing products.
The Debtors engage in providing services to the federal government
through its GSA certification and are involved in major buying
groups including Sodexho-USA, Horizon Resource Group and U.S
Community Services.  The company and its affiliates filed for
Chapter 11 protection on Oct. 2, 2008 (Bankr. W. D. Pa. Case No.
08-26591).  Paul J. Cordaro, Esq., and Aurelius P. Robleto, Esq.,
at Campbell & Levine LLC represent the Debtors in their
restructuring efforts.  James E. Van Horn, Esq., at McGuireWoods
LLP represent the Official Committee of Unsecured Creditors as
counsel.  W.P. Hickman listed assets of $10 million to $50 million
and debts of $10 million to $50 million.


WP HICKMAN: Panel Taps BMF as Financial Advisors
------------------------------------------------
The Official Committee of Unsecured Creditors appointed in W.P.
Hickman Systems Inc. and its debtor-affiliates' jointly
administered bankruptcy cases asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania for authority to employ BMF
Advisors LLC as its financial advisors, nunc pro tunc to Oct. 27,
2008.

As the Committee's financial advisors, BMF will provide these
services:

  a) Assistance and advice to the Committee with respect to the
     Debtors' identification of core business assets and the
     disposition of assets or liquidation of unprofitable
     operations;

  b) Analysis of Debtors' plan to reorganize;

  c) Valuation and determination of creditor recoveries;

  d) Assistance to the Committee with information and analyses
     required pursuant to the Post-Petition Credit ("Credit")
     including, but not limited to, preparation for hearings
     regarding the use of cash collateral and any secured
     financing;

  e) Assistance with a review of the Debtors' short-term cash
     management procedures;'

  f) Assistance with a review of the Debtors' employee retention,
     should they be proposed, and other critical employee benefit
     programs;

  g) Assistance with a review of the Debtors' performance of
     cost/benefit evaluations with respect to the affirmation or
     rejection of various executory contracts and leases;

  h) Assistance regarding the valuation of the present level of
     operations and identification of areas of potential cost
     savings, including overhead and operating expense reductions
     and efficiency improvements;

  i) Assistance in the review of financial information including,
     but not limited to, cash flow projections and budgets, cash
     receipts and disbursement analysis, analysis of various
     asset and liability accounts, and analysis of proposed
     transactions for which Court approval is sought;

  j) Attendance at meetings and assistance in discussions with the
     Debtors, potential investors, lenders, the Committee and any
     other official committees organized in these chapter 11
     proceedings, the U.S. Trustee, other parties in interest and
     professionals hired by the same, as requested;

  k) Assistance in the review and/or preparation of information
     and analysis necessary for the confirmation of a plan in
     these chapter 11 proceedings;

  l) Assistance in the evaluation and analysis of avoidance
     actions, including fraudulent conveyances and preferential
     transfers;

  m) Litigation advisory services including expert witness
     testimony on case related issues as required by the
     Committee;

  n) Assistance in evaluating transactions between the Debtor and
     its parents and associated non-debtor entities;

  o) Assistance to the Committee in the review of financial
     related disclosures required by the Court, including the
     Schedules of Assets and Liabilities, the Statement of
     Financial Affairs and Monthly Operating Reports; and,

  p) Render such other general business consulting or such other
     assistance as the Committee or its counsel may deem necessary
     that are consistent with the role of a financial advisor and
     not duplicative of services provided by other professionals
     in this proceeding.

As compensation for their services, BMF's professionals bill:

                                          Hourly Rate
                                          -----------
     Partners                              $315-$355
     Managers/Senior Managers              $200-$300
     Senior Associates/Supervisors         $160-$220
     Associates                            $115-$160
     Administration/Paraprofessionals        $100

David M. Wehrle, a professional at BMF, assures the Court that BMF
does not represent any other entity having an adverse interest in
connection with these cases, and believes it is eligible to
represent the Committee under Sec. 1103(b) of the Bankruptcy Code.

Solon, Ohio-based W.P. Hickman Systems, Inc. --
http://www.wphickman.com/-- offers commercial roofing products.
The Debtors engage in providing services to the federal government
through its GSA certification and are involved in major buying
groups including Sodexho-USA, Horizon Resource Group and U.S
Community Services.  The company and its affiliates filed for
Chapter 11 protection on Oct. 2, 2008 (Bankr. W. D. Pa. Case No.
08-26591).  Paul J. Cordaro, Esq., and Aurelius P. Robleto, Esq.,
at Campbell & Levine LLC represent the Debtors in their
restructuring efforts.  James E. Van Horn, Esq., at McGuireWoods
LLP represent the Official Committee of Unsecured Creditors as
counsel.  W.P. Hickman listed assets of $10 million to $50 million
and debts of $10 million to $50 million.


WP HICKMAN: Panel Taps McGuireWoods LLP as Bankruptcy Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in W.P.
Hickman Systems, Inc. and its debtor-affiliates' jointly
administered bankruptcy cases asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania for authority to retain
McGuireWoods LLP as its counsel, nunc pro tunc to Oct. 27, 2008.

As the Committee's counsel, McGuireWoods will:

  a) advise the Committee with respect to its powers and duties
     under Sec. 1103 of the Bankruptcy Code;

  b) take all necessary action to preserve, protect and maximize
     the value of the Debtors' estates for the benefit of the
     Debtors' unsecured creditors, including but not limited to,
     investigating the acts, conduct, assets, liabilities, and
     financial condition of the Debtors, the operation of the
     Debtors' businesses and the desirability of the continuance
     of such business, and any other matter relevant to these
     cases or to the formulation of a plan;

  c) prepare on behalf of the Committee motions, applications,
     answers, orders, reports and papers that may be necessary to
     the Committee's interests in these Chapter 11 cases;

  d) participate in the formulation of a plan as may be in the
     best interests of the Committee and the unsecured creditors
     of the Debtors' estates;

  e) represent the Committee's interests with respect to the
     Debtors' efforts to obtain postpetition secured financing (if
     ultimately necessary);

  f) advise the Committee in connection with any potential sale of
     assets;

  g) appear before this Court, any appellate courts, and protect
     the interests of the Committee and the value of the Debtors'
     estates before such courts;

  h) consult with the Debtors' counsel on behalf of the Committee
     regarding tax, intellectual property, labor and employment,
     real estate, corporate, litigation matters, and general
     business operational issues; and

  i) perform all other necessary legal services and provide all
     other necessary legal advice to the Committee in connection
     with these chapter 11 cases.

McGuireWoods will seek payment for its services at these hourly
rates:

     Attorneys          $250-$550
     Paralegals           $175

To the best of the Committee's knowledge, McGuireWoods does not
hold or represent any interest adverse to the Debtors' estates or
to the Committee's interests and is a "disinterested person" as
that phrase is defined in Sec. 101(14) of the Bankruptcy Code.

Solon, Ohio-based W.P. Hickman Systems, Inc. --
http://www.wphickman.com/-- offers commercial roofing products.
The Debtors engage in providing services to the federal government
through its GSA certification and are involved in major buying
groups including Sodexho-USA, Horizon Resource Group and U.S
Community Services.  The company and its affiliates filed for
Chapter 11 protection on Oct. 2, 2008 (Bankr. W. D. Pa. Case No.
08-26591).  Paul J. Cordaro, Esq., and Aurelius P. Robleto, Esq.,
at Campbell & Levine LLC represent the Debtors in their
restructuring efforts.  W.P. Hickman listed assets of $10 million
to $50 million and debts of $10 million to $50 million.


WP HICKMAN: Taps SJD Business Brokers to Market Assets
------------------------------------------------------
W.P. Hickman Systems Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Pennsylvania for
authority to employ SJD Business Brokers and Sam Alberico as their
broker to market their assets to potential purchasers.

As the Debtors' broker, SJD shall be entitled to a commission
based on the proceeds of the sale pursuant to a discounted Lehman
formula:

     -- 4% of the first million dollars of sale proceeds;
     -- 3% of the second million dollars of sale proceeds;
     -- 2% of the third million dollars of sale proceeds;
     -- 1% of all sale proceeds above three million dollars.

Sam Alberico, the managing partner at SJD, assured the Court that
SJD does not hold or represent any interest adverse to the Debtors
or their estates and that the firm is a "disinterested person" as
that term is defined under Sec. 101(14) of the Bankruptcy Code.

Solon, Ohio-based W.P. Hickman Systems, Inc. --
http://www.wphickman.com/-- offers commercial roofing products.
The Debtors engage in providing services to the federal government
through its GSA certification and are involved in major buying
groups including Sodexho-USA, Horizon Resource Group and U.S
Community Services.  The company and its affiliates filed for
Chapter 11 protection on Oct. 2, 2008 (Bankr. W. D. Pa. Case No.
08-26591).  Paul J. Cordaro, Esq., and Aurelius P. Robleto, Esq.,
at Campbell & Levine LLC represent the Debtors in their
restructuring efforts.  James E. Van Horn, Esq., at McGuireWoods
LLP represent the Official Committee of Unsecured Creditors as
counsel.  W.P. Hickman listed assets of $10 million to $50 million
and debts of $10 million to $50 million.


YELLOWSTONE CLUB: Greg LeMond Demands Payment of $13.5MM Debts
--------------------------------------------------------------
Anthony Effinger at Bloomberg News reports that cyclist Greg
LeMond went to the U.S. Bankruptcy Court for the District of
Montana to ask that Yellowstone Club pay the $13.5 million he's
owed.

According to Bloomberg, Yellowstone Club owner Edra Blixseth paid
Mr. LeMond and three others $8 million in August 2008 about to
resolve claims that the club jilted them out of a dividend for
investors.   The report says that Ms. Blixseth missed a Nov. 15
deadline to pay the balance of the $21.5 million settlement.

Bloomberg relates that the Hon. Loren Tucker granted Mr. LeMond's
request on Nov. 17, 2008, to turn the settlement with Ms. Blixseth
into "a judgment against her."  Mr. LeMond, states the report,
filed a lawsuit against Ms. Blixseth and her husband in 2006,
claiming that they took $209 million as a dividend for themselves
and didn't share it with other investors.

Ms. Blixseth won Yellowstone Club this year in her divorce, and
promptly settled with Mr. LeMond, Bloomberg says.  Court documents
say that Ms. Blixseth signed an agreement with Mr. LeMond and his
group that would allow them to seek a judgment against her if she
didn't make the second payment.  According to the documents, the
settlement was backed by a lien on Ms. Blixseth's 160-acre private
residence on the grounds of the Yellowstone Club.  Mr. LeMond is
second in line for that property, Bloomberg states, citing Chris
Madel, his attorney.  CrossHarbor Capital Partners LLC founder Sam
Byrne, according to the report, is first in line.

Mr. Byrne is a Yellowstone Club member and has developed
townhouses there called Sunrise Ridge, Bloomberg says.  According
to the report, Mr. Byrne has a lien on Ms. Blixseth's mansion near
Palm Springs.  The report states that he got the lien when he lent
Ms. Blixseth about $35 million in August 2008, and court documents
indicate that the repayment was due Sept. 30, 2008.

                    About Yellowstone Club

Yellowstone Club -- http://www.theyellowstoneclub.com/-- is a
private golf and ski community with more than 350 members,
including Bill Gates and Dan Quayle.  It is located near Big Sky,
Montana.  It was founded in 1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.


* Fitch Assigns Rating Outlooks to $313B of U.S. Credit Card ABS
----------------------------------------------------------------
Fitch announces the assignment of Rating Outlooks to $313 billion
of outstanding credit card asset backed securities issued from 22
master and issuance trusts.  In conjunction with the assignment of
the Rating Outlooks, all corresponding credit card ABS ratings are
affirmed.  Stable Rating Outlooks are assigned to all tranches
within 51 classes of credit card ABS, and Negative Outlooks are
assigned all tranches within four classes.  The Negative Outlooks
apply to class B and C ratings from the Bank of America master
trusts and to class A and B ratings from HSBC's Union Privilege
trust.  Stable Outlooks apply to all public ratings from the
remaining Fitch rated trusts.

As detailed in 'Introducing Rating Outlooks for U.S. Structured
Finance Bonds', (Fitch Research dated Sept. 11, 2008), Rating
Outlooks are intended to be forward looking and indicate the
likely direction of any rating change over a one- to two-year
period.  Rating Outlooks may be Positive, Negative, Stable, or,
occasionally, Evolving.  Rating Outlooks will be reviewed
concurrently with the rating review for the transaction and
published in conjunction with the long-term rating; Fitch's rating
action commentary will include rationale for the Rating Outlook
along with rationale for the long-term rating.

When assigning its initial credit card ABS Rating Outlooks, Fitch
applied a sector-wide, one-year forecast to the current
performance variables for each trust.  The forecast takes into
account continued deterioration in overall economic conditions,
including rising unemployment, increasing personal bankruptcy
filings, the prevailing interest rate environment, as well as
additional real estate and consumer level stresses.  The estimated
impact on current trust performance variables resulted in charge-
offs rising by 25% and yield and monthly payment rates declining
by 10% each over the 12-month period.

Applying base case stresses, Fitch then analyzed breakeven
multiples for each class to determine the appropriate Outlook.
Stable Outlooks were assigned where multiples remained within
Fitch's tolerance range for the current rating.  Negative Outlooks
were assigned where breakeven multiples approached the point where
Fitch would consider downgrades if the forecasted scenario is
realized over the next 12 months.

The Bank of America Credit Card Trust (class B and C) and HSBC
Credit Card Master Note Trust (class A and B) have already
exhibited deteriorating performance in recent months.  The recent
results when combined with Fitch's forecast trust performance
resulted in significantly compressed breakeven multiples for the
tranches assigned Negative Outlooks.

Fitch will continue to monitor macro-level economic conditions and
the impact on industry and trust level performance variables and
update the Rating Outlooks accordingly.

Consistent with Fitch's policy, credit card ABS outstanding from
the two Washington Mutual Trusts, Washington Mutual Master Trust
and the Washington Mutual Master Note Trust have not been assigned
Outlook as the notes are presently on Rating Watch Evolving
following the acquisition of Washington Mutual by JP Morgan Chase.

These classes have been affirmed, and assigned Outlooks:

American Express Issuance Trust

  -- Class  A affirmed; Stable Outlook
  -- Class  B affirmed; Stable Outlook
  -- Class  C affirmed; Stable Outlook

Bank of America BA Master Credit Card Trust II and Credit Card
Trust

  -- Class  A affirmed; Stable Outlook
  -- Class  B affirmed; Negative Outlook
  -- Class  C affirmed; Negative Outlook
  -- Class  CIA affirmed; Negative Outlook

Cabela's Credit Card Master Note Trust

  -- Class  A affirmed; Stable Outlook
  -- Class  B affirmed; Stable Outlook
  -- Class  C affirmed; Stable Outlook
  -- Class  D affirmed; Stable Outlook

Capital One Master Trust and Multi-Asset Execution Trust

  -- Class  A affirmed; Stable Outlook
  -- Class  B affirmed; Stable Outlook
  -- Class  C affirmed; Stable Outlook
  -- Class  D affirmed; Stable Outlook

Chase Credit Card Master Trust and Issuance Trust

  -- Class  A affirmed; Stable Outlook
  -- Class  B affirmed; Stable Outlook
  -- Class  C affirmed; Stable Outlook

Citibank Credit Card Master Trust and Issuance Trust

  -- Class  A affirmed; Stable Outlook
  -- Class  B affirmed; Stable Outlook
  -- Class  C affirmed; Stable Outlook

Citibank Omni and Omni-S Master Trusts

  -- Class  A affirmed; Stable Outlook

Discover Card Master Trust I and Execution Note Trust

  -- Class  A affirmed; Stable Outlook
  -- Class  B affirmed; Stable Outlook
  -- Class  C affirmed; Stable Outlook

First National Master Note Trust

  -- Class  A affirmed; Stable Outlook
  -- Class  B affirmed; Stable Outlook
  -- Class  C affirmed; Stable Outlook
  -- Class  D affirmed; Stable Outlook

GE Capital Credit Card Master Note Trust

  -- Class  A affirmed; Stable Outlook
  -- Class  B affirmed; Stable Outlook
  -- Class  C affirmed; Stable Outlook

HSBC Credit Card Master Note Trust (Union Privilege)

  -- Class  A affirmed; Negative Outlook
  -- Class  B affirmed; Negative Outlook

HSBC Private Label Credit Card Master Note Trust

  -- Class  A affirmed; Stable Outlook
  -- Class  B affirmed; Stable Outlook

National City Credit Card Master Note Trust

  -- Class  A affirmed; Stable Outlook
  -- Class  B affirmed; Stable Outlook
  -- Class  C affirmed; Stable Outlook

World Financial Network Credit Card Master Trust

  -- Class  A affirmed; Stable Outlook
  -- Class  B affirmed; Stable Outlook

1st Financial Credit Card Master Note Trusts I, and III

  -- Class  A affirmed; Stable Outlook
  -- Class  B affirmed; Stable Outlook
  -- Class  C affirmed; Stable Outlook
  -- Class  D affirmed; Stable Outlook


* Fitch Says Downgrades Outnumber Upgrades in 3rd Quarter 2008
--------------------------------------------------------------
Fitch Ratings' global corporate rating actions in the third
quarter of 2008 continued to reflect worsening credit and economic
conditions with downgrades outnumbering upgrades 3.6 to 1, up from
1.8 to 1 in the second quarter and resulting in a year-to-date
downgrade to upgrade ratio of 2.5 to 1.

Financial institutions shouldered the brunt of negative rating
activity in the third quarter and year-to-date period with
downgrades exceeding upgrades 5.3 to 1 in the third quarter and
3.2 to 1 on a year-to-date basis.  Among industrials, downgrades
led upgrades 1.8 to 1 in the third quarter and 1.7 to 1 year-to-
date.

Emerging market corporate credits fared better than their
developed market counterparts for the year-to-date period through
September, registering a positive downgrade to upgrade ratio of
0.4 to 1, while developed markets recorded net negative rating
movements for the same period of 4 to 1.  However, emerging market
Rating Outlook and Watch assignments have turned increasingly
negative, indicating that credit quality is beginning to come
under pressure in these previously robust markets.  At the end of
September, 13% of all emerging market issuers were assigned either
a Negative Rating Outlook or Watch, compared with 7% at year-end
2007.

"Across Europe and North America, 21% of corporate issuers were
assigned either a Negative Rating Outlook or Watch at the end of
September compared with 13% at the beginning of the year,' said
Charlotte Needham, Senior Director of Fitch Credit Market
Research.  'The share of these issuers on Positive Rating Outlook
or Watch declined to 7% from 9% at year end 2007."

In addition to the more pronounced negative rating drift and
increase in the share of global corporate entities on Negative
Rating Outlook or Watch, the third quarter also recorded a
meaningful increase in multi-notch downgrades.

"This year's rating activity clearly reflects the depth of the
credit crisis and deteriorating prospects for global economic
growth," said Mariarosa Verde, Managing Director of Fitch Credit
Market Research.

The new report includes a detailed view of Fitch rating activity
by industry sector and region and also provides insight into the
distribution and direction of Fitch's global corporate rating
outlooks.


* Fitch Says For-Profit Hospitals' Industry Shows Weakness
----------------------------------------------------------
The U.S. for-profit hospital industry showed some signs of
weakness during the third quarter, as detailed in the special
report.  Volumes weakened during the quarter, with a 0.35% decline
in same facility admissions compared with positive growth during
the first half of the year.  Several providers cited a slow-down
in admissions related to the economy, especially a decline in
elective procedures.  In addition, continued strong competition,
particularly in Texas, negatively affected results at several
providers.

Although volumes weakened during the quarter, bad debt expense
remained relatively stable.  Fitch believes that providers have
benefitted from recent efforts to increase point-of-service
collections, manage elective procedures for uninsured patients,
and focus efforts on qualifying patients for Medicaid and other
governmental programs.  Nonetheless, some sign of pressure was
evident as bad debt expense did increase slightly during the
quarter after declining during the first half of the year.  In
addition, a few providers noted a slow-down in collections among
self-pay patients.  Fitch believes this trend will likely worsen,
as the sharp economic slow-down that began at the end of the third
quarter will pressure bad debt expense and collections in the
fourth quarter and 2009.

However, Fitch believes there are several factors that will
support the sector's performance in the near term, including
efforts to address bad debt expense and continued pricing
strength.  In addition, providers face a more favorable political
climate which could enhance health care coverage and utilization.
Overall, Fitch believes the election of Barack Obama is a modest
positive for the industry as the Democrats are more likely to
address state Medicaid shortages and enhance health care coverage.

In addition, the report presents a detailed discussion of the
sector's performance during the third quarter including
comparative operating and credit statistics for Fitch-rated
companies.


* Macey & Aleman Says Personal Bankruptcy Filings Approaching 1MM
-----------------------------------------------------------------
Macey & Aleman dba Legal Helpers, the nation's personal bankruptcy
law firm, states that personal bankruptcy filings are approaching
1,000,000 as the credit crunch and deteriorating economic
condition send shockwaves through household finances across the
United States.

Legal Helpers states year to date figures of personal bankruptcy
filings nationwide has risen to 931,873.  This frenzy of filings
is now occurring some three years after Congress passed the
Bankruptcy Abuse Prevention and Consumer Protection Act.
The Bankruptcy Abuse Prevention and Consumer Protection Act, was
designed to reduce the number of personal bankruptcy filings, came
into force in 2005 amidst a rising prevalence of
Chapter 7 voluntary petitions.  This act introduced a compulsory
means tested element to the Chapter 7 filing process.

However, after an initial decline in the frequency of personal
bankruptcy, the figures for Chapter 7 and the less popular
Chapter 13 procedures in 2008 have risen 28% on the year, as the
impact of the mortgage meltdown and turmoil in the housing market
take their toll.

Richard K. Gustafson of the Law Offices of Macey & Aleman believes
the input of experienced legal personnel in handling Chapter 7 and
Chapter 13 filings has become more imperative than ever, given the
complexities of filing introduced by the Act and the growing
financial pressures on average homeowners.

"Chapter 7 and Chapter 13 filings are an unavoidable fact of life,
particularly given the current economic climate.  Individual
households nationwide are struggling to make ends meet as food and
fuel prices skyrocket, and their heavy, expensive mortgages come
home to roost."

According to Mr. Gustafson, "The 2005 Act has done very little in
practicality to protect those financially vulnerable consumers
choosing bankruptcy as a last resort, and if anything has
introduced more complexity and red tape to the filing process.
Now, more than ever, the services of reliable, experienced
personal insolvency practitioners are imperative to the filing
process and to maintaining the dignity of those falling victim of
the current economic conditions."

An unstable economy built on the foundations of a troubled housing
market has resulted in ordinary families feeling the pinch.
Coupled with rising food and energy prices, swathing financial
uncertainty and global economic panic, the financial burden for
many ordinary homeowners has become increasingly intense.
Professor Jack Williams of the American Banking Institute believes
the problem will get worse before it gets better in spite of the
provisions of the 2005 Act, anticipating an even greater rise in
personal bankruptcy filings before the year is out.

Professor Jack Williams said: "The people who thought they could
reduce the number of filings have failed...I expect bankruptcies
in 2008 to exceed 1.2 million filings."

                       About Macey & Aleman

The Law Offices of Macey & Aleman is a consumer bankruptcy firm,
specializing in Chapter 7 and Chapter 13 filings.  Founded in
1994, Macey & Aleman, operating as Legal Helpers in some states,
employs over 60 bankruptcy attorneys nationwide.


* Moody's Report Details Financial Guarantor Rating Drivers
-----------------------------------------------------------
A report released by Moody's Investors Service examines the
changing business of the financial guarantors and details the
manner in which the evolution in the companies' business
strategies and franchise values, portfolio characteristics,
capital adequacy, profitability and financial flexibility have
affected and will affect their ratings.

Moody's has downgraded six of the eight Moody's-rated primary
guarantors that existed a year ago, including three which have
been lowered below investment grade.  Moody's is also reviewing
the Aaa ratings of FSA and Assured Guaranty for possible
downgrade, highlighting key elements of their business model as
important concerns.


* Moody's Says US Commercial Real Estate Conditions Worsen
----------------------------------------------------------
The Wall Street Journal reports that U.S. homebuilders are
lobbying Congress for a $250 billion stimulus package called "Fix
Housing First."  According to the report, the homebuilders argue
that financial markets won't recover until home prices stop
falling.

The Journal says the homebuilders propose to offer home buyers a
tax credit equal to 10% of the home's value, capping it at
$22,000, nearly three times the $7,500 credit Congress offered to
new buyers earlier this year.  Builders say the earlier credit
didn't work because it wasn't big enough and had to be repaid, the
report says.

Homebuilders, the Journal continues, also want subsidies for
interest rates on 30-year fixed-rate mortgages for government-
backed "conforming" loans, which currently are around 6.2%, to
bring rates down to 3% for loans made in the first half of 2009
and 4% for those in the second half of the year. According to the
report, realtors are pushing a 4.5% interest-rate buy-down for new
loans.  According to the report, Lawrence Yun, the chief economist
for the National Association of Realtors, estimates that each 1%
decline in interest rates could generate between 500,000 and
800,000 home sales.

The Journal notes that a rate reduction of about 1% on a 30-year
mortgage typically costs the lender -- in this case the government
-- around 4% of the principal. So a 2% buy-down on a $200,000
mortgage would cost $16,000. The NAHB estimates the subsidy
portion of its proposal would cost the Treasury $143 billion, the
report adds.

The Journal notes that Congress resisted a similar effort to pass
a larger tax credit earlier this year, instead creating the $7,500
credit for new-home purchases that had to be paid back over 15
years, effectively extending an interest-free loan.

The Journal says homebuilders are promoting the campaign with
full-page newspaper advertisements, but face an uphill battle.
According to the report, critics suggest the proposal is too
expensive and that it too heavily promotes home purchases rather
than addressing loan modifications for delinquent homeowners.

Last week, U.S. automakers General Motors, Ford and Chrysler
appeared before a government panel in their bid for $25 billion in
Federal aid.

According to Moody's Investors Service, the balance in supply and
demand that is currently helping to support US commercial real
estate prices is expected to give way to decreasing demand over
the next several months, leading to lower rents and higher
vacancies.  Moody's said in a new report that the weakened
conditions are likely to put downward rating pressure on the
ratings of some commercial real estate mortgage-backed securities,
says the rating agency.

"We do expect that the 2006 through 2008 vintages will experience
more downward pressure on ratings than earlier vintages," said
Moody's Managing Director, Nick Levidy.  "In particular Moody's
are concerned about fixed rate deals with concentrations of pro
forma loans - loans that were underwritten assuming continued
strong macroeconomic tailwinds."

The performance of CMBS, however, will vary considerably from deal
to deal, even within the same vintage and property type, said
Moody's.

Two mitigating observations noted in the report are 1) commercial
real estate is entering this downturn with little excess supply,
and 2) only a small percentage of the loans backing CMBS face
refinancing in 2009.

Moody's expects commercial property values to decline 20%-30% from
their peak in late 2007, with the market reaching a bottom in
2010-2011.  Aggregate defaults in commercial real estate loans are
also expected to increase several fold over the next few quarters
from the current historically low rate of under 1%.

Moody's said conditions across all markets and property types are
under pressure.

"The headwinds faced by the retail sector in particular appear to
be strengthening, the hotel sector has been re-pricing for months,
demand for office space appears to be on the decline in many
markets, and multifamily properties are buffeted by cross currents
relating to unemployment, shadow rentals of unsold homes and
condominiums and home affordability," says Levidy.  "Meanwhile
industrial properties have been impacted by slower trade and
retail sales."

Moody's/REAL Commercial Property Price Indices increased in
September, rising 2.5% over the previous month, while it's most
recent Red-Yellow-Green quarterly report on market supply-and-
demand showed mixed performance.  Moody's Delinquency Tracker,
which measures outstanding delinquencies on loans in CMBS, has
risen 37 basis points to 0.60% in the past year.

American Bankruptcy Institute has reported that fears about rising
default rates and declining property values are spreading to the
commercial real estate market, hammering the value of bonds backed
by loans made to office buildings, shopping centers and apartment
complexes.  ABI also relates that Fannie Mae and Freddie Mac have
said they will suspend foreclosure sales and evictions on certain
properties until after the holiday season, as they prepare to
implement a loan-modification program.


* Morpace Says Consumers Likely to Buy from Big 3 if Bankrupt
-------------------------------------------------------------
Morpace Inc. stated that General Motors CEO Rick Wagoner's refusal
to consider bankruptcy as an option is substantiated by the
results of a recent Morpace Omnibus Study.

David Myhrer, Vice President of the Morpace Automotive Brand
Strategy Practice, said the study shows that consumers who are
currently likely to purchase a new vehicle from one of the Big
Three are only half as likely to do so if the company goes
bankrupt.  Such an additional drop in demand would create further
financial stress for the already cash-strapped companies.

"Declaring bankruptcy could significantly reduce sales and make
their cash flow problem even worse," Mr. Myhrer said.

The Morpace study compared consumers' likelihood of purchasing a
new vehicle from one of the Big Three with their likelihood to do
the same if the companies were to go into bankruptcy.  20% say
they are currently "very likely" to buy a vehicle from Chrysler,
Ford, or General Motors.  If the company of interest were to go
bankrupt, only 10% say they would be "very likely" to purchase.

The Morpace Omnibus study completed 1,016 interviews using an
Internet panel of adults aged 18 and older.  The sample reflects
the demographic profile of the U.S. population.

                         About Morpace Inc.

Headquartered in Farmington Hills, Michigan, Morpace Inc. --
http://www.morpace.com/-- is a full-service survey research and
consulting organization specializing in automotive, financial
services, health care, retail and technology.  Morpace has
expertise in providing innovative proprietary solutions to clients
in four core areas: market definition and segmentation; product
development and pricing; brand and image positioning; and
customer satisfaction and loyalty.  Established in 1941, Morpace
Inc. is a privately held marketing research firms in the United
States.  The company has offices in Irvine, California; New York
City; and London, England.


* Morrison Cohen Adds Four Formerly Senior Counsels as Partners
---------------------------------------------------------------
Morrison Cohen LLP added four new partners to the firm, Michael
R. Dal Lago, David S. Goldstein, Paul L. Porretta and Steven N.
Rockoff, effective Jan. 1, 2009.  All four attorneys were
formerly senior counsel at the firm.

Mr. Dal Lago is in the firm's Bankruptcy department.  He
concentrates his practice in bankruptcy matters and creditors'
rights.  Mr. Goldstein is in the firm's Commercial Litigation
department.  He has represented clients in all phases of
litigation from inception through trial and appeals in both New
York and New Jersey federal and state courts.  Mr. Porretta is in
the firm's Compensation and Benefits department.  His experience
includes ERISA Title I and IV plans, including ESOPs, cafeteria
plans and multiemployer plans.  Mr. Rockoff is in the firm's
Corporate department.  He represents financial institutions, as
lenders and agents, and companies, as borrowers in connection
with various secured and unsecured lending transactions.


Morrison Cohen also promoted two associates to senior counsel,
David P. LaGalia and Eitan Tabak.  Mr. LaGalia is in the firm's
Corporate department.  His practice focuses on public and private
company mergers and acquisitions, private equity and general
corporate matters.  Mr. Tabak is in the firm's Corporate
department.  His practice focuses on corporate finance and
securities transactions.

David Scherl, chairman of Morrison Cohen, noted, "It is always a
pleasure to be able to promote and recognize highly skilled
professionals.  It is an even greater pleasure to be in the
position to do so during these very challenging markets and times.
We are very fortunate to be part of a very special and uniquely
modeled Law Firm which continues to successfully distinguish
itself as a better alternative for middle market businesses during
good times and these considerably more challenging times.  We
congratulate each of our recently promoted colleagues."

                     About Morrison Cohen LLP

Morrison Cohen LLP is a New York-based full service mid-size
commercial law firm.  Given its moderate size and client-favorable
partner-to-associate ratio, Morrison Cohen clients work with
senior, seasoned attorneys at cost effective and sensitive
pricing.  Morrison Cohen principally services these three markets:
Middle Market Businesses and Transactions; Financial Institutions
and Sponsors; and High Net Worth Individuals.


* S&P Junks Ratings on Four Tranches From Eight CDO Deals
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 16
tranches from eight U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed four of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P placed one rating from CBO Holdings III Ltd. on CreditWatch
with negative implications.  In addition, S&P affirmed two ratings
from two transactions and removed them from CreditWatch with
negative implications.  The ratings on nine of the downgraded
tranches are on CreditWatch with negative implications, indicating
a significant likelihood of further downgrades.  The CreditWatch
placements primarily affect transactions for which a significant
portion of the collateral assets currently have ratings on
CreditWatch with negative implications or have significant
exposure to assets rated in the 'CCC' category.

The 16 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $2.767 billion.  Five of the eight affected
transactions are mezzanine structured finance CDOs of asset-backed
securities, which are collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.  The other three affected transactions are high-grade
SF CDOs of ABS that were collateralized at origination primarily
by 'AAA' through 'A' rated tranches of RMBS and other SF
securities.  CDO downgrades reflect a number of factors, including
credit deterioration and recent negative rating actions on U.S.
subprime RMBS.

In addition, S&P reviewed the ratings assigned to Birch Real
Estate CDO I and Lakeside CDO I Ltd. and has left the ratings at
their current levels based on the current credit support available
to support the tranches.

To date, S&P has lowered its ratings on 4,031 tranches from 903
U.S. cash flow, hybrid, and synthetic CDO transactions as a result
of stress in the U.S. residential mortgage market and credit
deterioration of U.S. RMBS.  In addition, 1,037 ratings from 447
transactions are currently on CreditWatch with negative
implications for the same reasons.  In all, S&P has downgraded
$479.556 billion of CDO issuance.  Additionally, S&P's ratings on
$13.099 billion of securities have not been lowered but are
currently on CreditWatch with negative implications, indicating a
high likelihood of future downgrades.

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

                           Rating Actions

                                             Rating
                                             ------
  Transaction                Class      To                From
  -----------                -----      --                ----
Altius II Funding, Ltd.    A-1        A+/Watch Neg      AA/Watch Neg
Altius II Funding, Ltd.    A-2        BBB-/Watch Neg    BBB+/Watch Neg
Altius II Funding, Ltd.    B          CCC-              B-/Watch Neg
Altius II Funding, Ltd.    C          CC                CCC-/Watch Neg
Blue Bell Funding Ltd      A-2        CCC               B-/Watch Neg
Capital Guardian ABS CDO I B          CC                B-
C-Bass CBO XI, Ltd.        D          BBB+              BBB+/Watch Neg
CBO Holdings III Ltd.      C-2        A-/Watch Neg      A-
Inman Square Funding I     IV-FL      B/Watch Neg       BB+/Watch Neg
Inman Square Funding I     IV-FX      B/Watch Neg       BB+/Watch Neg
Ischus CDO I Ltd           A-2        AAA               AAA/Watch Neg
Ischus CDO I Ltd           B          A/Watch Neg       A+/Watch Neg
Ischus CDO I Ltd           C-1        BB/Watch Neg      BB+/Watch Neg
Ischus CDO I Ltd           C-2        BB/Watch Neg      BB+/Watch Neg
Ischus CDO I Ltd           Combo Secs BB-/Watch Neg     BB/Watch Neg
Kent Funding III, Ltd.     A-1        B-/Watch Neg      A+/Watch Neg
Kleros Real Estate CDO IV  A-2        CCC-              CCC/Watch Neg
Saturn Ventures I, Ltd     A-3        A+                AA+
Saturn Ventures I, Ltd     B          CCC+              BB+

                        Other Ratings Reviewed

        Transaction                Class      Rating
        -----------                -----      ------
        Altius II Funding, Ltd.    D          CC
        Birch Real Estate CDO I    A-1        AAA
        Birch Real Estate CDO I    A-1L       AAA
        Birch Real Estate CDO I    A-2        AAA
        Birch Real Estate CDO I    A-2L       AAA
        Birch Real Estate CDO I    A-3L       A+
        Birch Real Estate CDO I    B-1        BB+/Watch Neg
        Blue Bell Funding Ltd      ABCP Notes AA/A-1+/Watch Neg
        Blue Bell Funding Ltd      A-1        BBB/Watch Neg
        Blue Bell Funding Ltd      B          CC
        Capital Guardian ABS CDO I A-1A       AAA
        Capital Guardian ABS CDO I A-1B       AAA
        Capital Guardian ABS CDO I A-1C       AAA
        Capital Guardian ABS CDO I C          CC
        Capital Guardian ABS CDO I Pfd Shares CC
        C-Bass CBO XI, Ltd.        A          AAA
        C-Bass CBO XI, Ltd.        B          AA+
        C-Bass CBO XI, Ltd.        C          A+
        Inman Square Funding I     I          AAA
        Inman Square Funding I     II-FL      AA
        Inman Square Funding I     II-FX      AA
        Inman Square Funding I     III        A-/Watch Neg
        Ischus CDO I Ltd           A-1        AAA
        Kent Funding III, Ltd.     A-2        CC
        Kent Funding III, Ltd.     A-3        CC
        Kent Funding III, Ltd.     B          CC
        Kent Funding III, Ltd.     C          CC
        Kent Funding III, Ltd.     D          CC
        Kleros Real Estate CDO IV  A-1        AA-/Watch Neg
        Kleros Real Estate CDO IV  A-3        CC
        Kleros Real Estate CDO IV  A-4        CC
        Kleros Real Estate CDO IV  B          CC
        Kleros Real Estate CDO IV  C          CC
        Kleros Real Estate CDO IV  D          CC
        Kleros Real Estate CDO IV  E          CC
        Lakeside CDO I Ltd         A-1        AAA
        Saturn Ventures I, Ltd     A-1        AAA
        Saturn Ventures I, Ltd     A-2        AAA


* S&P Names Liquidity And Support Providers For ABCP Conduits
-------------------------------------------------------------
Standard & Poor's Ratings Services announced that it intends to
publish the names of the providers of rating-dependent liquidity
and credit support to asset-backed commercial paper conduits.  S&P
expects to begin including this information in S&P's regular
surveillance publishing on RatingsDirect for all reporting periods
subsequent to March 31, 2009.

This announcement is part of a broad series of measures intended
to enhance transparency into S&P's ratings process.  S&P believes
that this is an important step toward enabling ABCP investors to
evaluate their own risk positions more effectively.

On May 6, 2008, S&P published a commentary discussing S&P's views
on transparency in the ABCP market.  S&P described the types of
information investors have told us they are seeking, which include
the identity of rating-dependent liquidity and credit support
providers. S&P intends to publish this information for all rated
ABCP conduits.  Conduit sponsors who don't want this published may
request that S&P withdraw S&P's ABCP rating.


* S&P Reports Banks' Plan To Help Homeowners Avoid Foreclosure
--------------------------------------------------------------
Loan modification programs for struggling American homeowners
could be the next boost for U.S. banks and mortgage service
companies, according to a new Standard & Poor's Ratings Services
report published titled.  Several plans are taking shape in an
effort to stem the rising rate of foreclosures by convincing
borrowers with delinquent or past-due mortgage payments to keep
paying or restart at more affordable rates.  S&P believes the
programs that keep homeowners in their homes will be generally
favorable for banks and could help restore investor confidence in
the mortgage credit markets.  However, modification of large
numbers of loans could have a material adverse effect on
residential mortgage-backed securities that such loans secure.

"We believe initiatives that move mortgage financing forward,
rehabilitate weak borrowers, improve the oversupply of housing in
the market, and get mortgage players to the table and banks to
lend money will likely be good for the creditworthiness of issuers
and will shorten the duration of this weak housing and mortgage
cycle, if done prudently," said Standard & Poor's credit analyst
Victoria Wagner.  "The task is to balance the benefit of loan
modification to lenders and borrowers against the adverse effect
on RMBS investors.  Banks' balance sheets are capital constrained,
so to they benefit if they can modify or move delinquent loans off
them."

In recent months, a rising tide of legislators, regulators, and
banks have been proposing new loan-modification programs, which
together amount to several hundred billion dollars of financial
support.  This month, the government-sponsored enterprises Fannie
Mae and Freddie Mac announced a loan modification plan in
conjunction with federal housing agencies and the Hope Now
coalition that is targeting hundreds of thousands of troubled
borrowers -- a plan that is similarly structured to the Federal
Deposit Insurance Corp.'s program for IndyMac.  Citigroup,
JPMorgan Chase & Co., and Bank of America have all announced their
own programs in recent weeks.  Most use a debt-to-income ratio of
40% or a few percentage points less to determine the affordable
rate for eligible homeowners.  To arrive at the "affordable" rate,
many banks and servicers either lower interest rates, extend loan
maturities, or if necessary, reduce the amount of debt.


* S&P Reports Refinancing Risk For North American Chemical Cos.
---------------------------------------------------------------
The weakening economy makes refinancing a challenge in the current
difficult and risk-averse credit market.  Refinancing risks vary
widely in the North American chemical sector, and are a cause for
concern at some companies according to a recent report by Standard
& Poor's Ratings Services.

"Refinancing risks for debt maturing in 2009 and 2010 at an
aggregate level for the chemical sector are manageable mainly
because the companies with the greatest refinancing requirements
are among those with stronger credit profiles," said S&P's credit
analyst Paul Kurias.  "But there are concerns at some companies."

Refinancing risks at an aggregate level are manageable because
investment-grade rated companies have a considerably higher amount
of total debt maturing in 2009 and 2010 compared with speculative-
grade rated companies.  S&P expects these investment-grade rated
companies to be better positioned to meet their larger debt
maturities than speculative-grade rated companies.

Additionally, at the start of the third quarter of 2008, a
moderate level of about 14% of estimated outstanding debt at
investment-grade rated companies and about 13% for speculative-
grade rated companies was set to mature in 2009 and 2010.

In the report, Standard & Poor's discusses the various factors
evaluated in their ongoing surveillance of the North American
chemicals industry and what effect current weak market conditions
will have on the sector.


* S&P Says Bank of Canada Taking Steps To Ease Tight Financing
--------------------------------------------------------------
Recent events in the financial markets are casting a long shadow
over the outlook for the global economy.  This comes at a time
when Canadian GDP growth was already close to zero, so now even if
things turn out well, the outlook for Canada's economy does not in
S&P's opinion look positive, according to a report published by
Standard & Poor's Ratings Services.

The report notes that in looking ahead, S&P is considering at
least two possible macroeconomic scenarios for Canada: whether
Canadians will experience a deep recession, or something less
disruptive such as a period of stagnant growth and a milder upset
to employment, income, and spending.

Canada's policy makers' response to the upheaval in financial
markets and how their actions will affect the country's economic
prospects are in S&P's view key to building consumer confidence.

"We find it encouraging that Canadian policy makers are acting
swiftly in implementing various measures aimed at easing
restrictive financing conditions," said Standard & Poor's fixed
income analyst Robert Palombi.

Some of the actions discussed are the Bank of Canada's interest
rate reduction and use of Term PRAs.  Other measures are the
federal government's purchase of up to C$75 billion in insured
residential mortgage pools from financial institutions and the
provision of insurance on term borrowing by federally regulated
deposit-taking financial institutions.


* S&P Says Bank Rating Cuts Affect EMEA ABCP Ratings
----------------------------------------------------
Downgrades of asset-backed commercial paper programs in 2008 have
outnumbered upgrades but mainly due to rating actions on bank
counterparties, according to the first quarterly EMEA ABCP Report
Card published by Standard & Poor's Ratings Services.

"Overall, ABCP ratings transactions in EMEA are stable and
performance of assets within ABCP programs is also stable," said
surveillance credit analyst Benjamin Benbouzid. "So far in 2008,
out of 48 conduits S&P has downgraded five, upgraded two, and
placed five on CreditWatch negative."

The main driver of ABCP rating actions this year has been rating
actions on the major bank liquidity providers and not bond
insurers or underlying asset deterioration.

Mr. Benbouzid added, "The EMEA ABCP market has been under high
tension over the past few months as money market investors,
themselves often facing liquidity issues, have been averse to
buying ABCP, especially with longer dated tenors."

Accordingly, the volume of outstanding ABCP has decreased, spreads
on longer-term ABCP have been volatile (from speaking with banks,
there is a huge dislocation in the pricing at the moment), and an
increasingly high percentage of outstanding paper is now
refinanced in the overnight market.

"Conduit sponsors have had to adapt to these difficult market
conditions by adjusting their conduit structures and funding
strategy (e.g., accessing the repo market), and by exploring
central bank's liquidity initiatives or programs.  S&P expects
year-end liquidity to be challenging for sponsors," Mr. Benbouzid
said.


* BOND PRICING: For the Week of Nov. 17 - Nov. 21, 2008
-------------------------------------------------------

Issuer                  Coupon         Maturity  Bid Price
------                  ------         --------  ---------
ABITIBI-CONS FIN        7.875%         8/1/2009         75
AHERN RENTALS           9.250%        8/15/2013         31
AIRTRAN HOLDINGS        7.000%         7/1/2023         56
ALERIS INTL INC        10.000%       12/15/2016      24.88
AMBASSADORS INTL        3.750%        4/15/2027      26.25
AMD                     5.750%        8/15/2012         40
AMER AXLE & MFG         5.250%        2/11/2014         23
AMER AXLE & MFG         7.875%         3/1/2017         23
AMER GENL FIN           2.600%       12/15/2008         82
AMER GENL FIN           3.100%        6/15/2009         16
AMER GENL FIN           3.100%        7/15/2009         50
AMER GENL FIN           3.300%        6/15/2010      50.78
AMER GENL FIN           3.350%        5/15/2009      70.35
AMER GENL FIN           3.750%       12/15/2008      92.25
AMER GENL FIN           3.750%       12/15/2008      95.06
AMER GENL FIN           3.800%        4/15/2009         72
AMER GENL FIN           3.850%        9/15/2009         50
AMER GENL FIN           3.875%       12/15/2008         92
AMER GENL FIN           3.875%        10/1/2009      67.28
AMER GENL FIN           3.875%       11/15/2009      38.96
AMER GENL FIN           4.000%        6/15/2009      53.13
AMER GENL FIN           4.000%        8/15/2009         63
AMER GENL FIN           4.000%       11/15/2009         50
AMER GENL FIN           4.000%       11/15/2009      64.93
AMER GENL FIN           4.000%       11/15/2009      60.07
AMER GENL FIN           4.000%       12/15/2009      56.49
AMER GENL FIN           4.000%        3/15/2011         47
AMER GENL FIN           4.050%        5/15/2010      39.85
AMER GENL FIN           4.100%        5/15/2010      21.13
AMER GENL FIN           4.100%        7/15/2012      30.26
AMER GENL FIN           4.150%       11/15/2010      10.51
AMER GENL FIN           4.200%        8/15/2009      70.12
AMER GENL FIN           4.200%       10/15/2009      60.25
AMER GENL FIN           4.200%       11/15/2009       34.5
AMER GENL FIN           4.250%       10/15/2010      50.91
AMER GENL FIN           4.250%        3/15/2013      29.66
AMER GENL FIN           4.300%        3/15/2009       77.5
AMER GENL FIN           4.300%        9/15/2009      50.03
AMER GENL FIN           4.300%        6/15/2010         55
AMER GENL FIN           4.300%        7/15/2010         45
AMER GENL FIN           4.350%        6/15/2009      70.09
AMER GENL FIN           4.400%        5/15/2009      25.26
AMER GENL FIN           4.400%        7/15/2009         41
AMER GENL FIN           4.400%       12/15/2010      45.25
AMER GENL FIN           4.500%        7/15/2009         80
AMER GENL FIN           4.500%        9/15/2009       59.5
AMER GENL FIN           4.500%        8/15/2010      38.25
AMER GENL FIN           4.500%       11/15/2010      40.91
AMER GENL FIN           4.500%       11/15/2011         25
AMER GENL FIN           4.550%       10/15/2009       47.5
AMER GENL FIN           4.600%       11/15/2009         44
AMER GENL FIN           4.600%        9/15/2010      44.06
AMER GENL FIN           4.600%       10/15/2010      34.02
AMER GENL FIN           4.625%        5/15/2009      82.25
AMER GENL FIN           4.625%         9/1/2010       44.8
AMER GENL FIN           4.625%        3/15/2012        7.1
AMER GENL FIN           4.700%       10/15/2010      39.85
AMER GENL FIN           4.750%        3/15/2009         50
AMER GENL FIN           4.750%        4/15/2010       47.5
AMER GENL FIN           4.750%        6/15/2010       52.7
AMER GENL FIN           4.750%        8/15/2010         30
AMER GENL FIN           4.875%        5/15/2010      55.52
AMER GENL FIN           4.875%        6/15/2010      37.63
AMER GENL FIN           4.875%        7/15/2012       39.6
AMER GENL FIN           4.900%        3/15/2012         29
AMER GENL FIN           5.000%        9/15/2009      64.05
AMER GENL FIN           5.000%        1/15/2010      33.34
AMER GENL FIN           5.000%        6/15/2010      34.01
AMER GENL FIN           5.000%        9/15/2010         33
AMER GENL FIN           5.000%       11/15/2010      35.31
AMER GENL FIN           5.000%       11/15/2010      40.25
AMER GENL FIN           5.000%       12/15/2010         21
AMER GENL FIN           5.000%       12/15/2010       29.5
AMER GENL FIN           5.000%       12/15/2010      30.25
AMER GENL FIN           5.000%        1/15/2011         40
AMER GENL FIN           5.000%        3/15/2011       43.5
AMER GENL FIN           5.000%        6/15/2011         31
AMER GENL FIN           5.000%       12/15/2011         29
AMER GENL FIN           5.000%        8/15/2012         30
AMER GENL FIN           5.100%        3/15/2011         40
AMER GENL FIN           5.100%        1/15/2012       30.5
AMER GENL FIN           5.150%        9/15/2009       61.5
AMER GENL FIN           5.200%        6/15/2010       51.5
AMER GENL FIN           5.200%        9/15/2010         44
AMER GENL FIN           5.200%        5/15/2011      44.88
AMER GENL FIN           5.200%        5/15/2012         33
AMER GENL FIN           5.250%        4/15/2011      25.01
AMER GENL FIN           5.250%        9/15/2012      15.25
AMER GENL FIN           5.250%       12/15/2012         20
AMER GENL FIN           5.250%       12/15/2012       23.5
AMER GENL FIN           5.350%        7/15/2010       36.5
AMER GENL FIN           5.350%        9/15/2011         15
AMER GENL FIN           5.375%        10/1/2012       37.5
AMER GENL FIN           5.400%        5/15/2013         26
AMER GENL FIN           5.400%        9/15/2013      30.26
AMER GENL FIN           5.450%        9/15/2009         66
AMER GENL FIN           5.500%       12/15/2010       47.5
AMER GENL FIN           5.500%        4/15/2011      35.31
AMER GENL FIN           5.500%        5/15/2014         11
AMER GENL FIN           5.600%        6/15/2011         40
AMER GENL FIN           5.625%        8/17/2011      40.02
AMER GENL FIN           5.700%        7/15/2014       20.5
AMER GENL FIN           5.750%        5/15/2013      23.89
AMER GENL FIN           5.850%        9/15/2012      25.05
AMER GENL FIN           6.000%        7/15/2011         39
AMER GENL FIN           6.000%       10/15/2014         18
AMER GENL FIN           6.250%        7/15/2010      50.15
AMER GENL FIN           6.250%        7/15/2011         43
AMER GENL FIN           6.250%        7/15/2011      12.05
AMER GENL FIN           6.750%        7/15/2011         35
AMER GENL FIN           6.750%        7/15/2013       21.5
AMER GENL FIN           8.000%        8/15/2010      51.75
AMER GENL FIN           8.100%        9/15/2011         20
AMER GENL FIN           8.125%        8/15/2009       77.5
AMER GENL FIN           8.150%        8/15/2011       20.1
AMER GENL FIN           8.450%       10/15/2009         78
AMER MEDIA OPER         8.875%        1/15/2011       52.5
AMER MEDIA OPER        10.250%         5/1/2009         60
AMES TRUE TEMPER       10.000%        7/15/2012         41
ANTIGENICS              5.250%         2/1/2025         24
ARVIN INDUSTRIES        7.125%        3/15/2009      88.78
ASSURED GUARANTY        6.400%       12/15/2066         15
ATHEROGENICS INC        1.500%         2/1/2012       8.25
ATHEROGENICS INC        4.500%         9/1/2008       7.88
ATHEROGENICS INC        4.500%         3/1/2011       7.88
AVENTINE RENEW         10.000%         4/1/2017         18
AVIS BUDGET CAR         7.625%        5/15/2014         28
AVIS BUDGET CAR         7.750%        5/15/2016         25
BALLY TOTAL FITN       13.000%        7/15/2011       0.13
BANK NEW ENGLAND        8.750%         4/1/1999       6.94
BANK NEW ENGLAND        9.875%        9/15/1999          5
BANKUNITED CAP          3.125%         3/1/2034         10
BEARINGPOINT INC        3.100%       12/15/2024      26.18
BEAZER HOMES USA        4.625%        6/15/2024         47
BON-TON DEPT STR       10.250%        3/15/2014         14
BORDEN INC              7.875%        2/15/2023         12
BORDEN INC              8.375%        4/15/2016       7.75
BORDEN INC              9.200%        3/15/2021         15
BOWATER INC             6.500%        6/15/2013         22
BOWATER INC             9.000%         8/1/2009         45
BRODER BROS CO         11.250%       10/15/2010      39.25
BURLINGTON COAT        11.125%        4/15/2014       23.5
CARAUSTAR INDS          7.375%         6/1/2009         65
CCH I LLC               9.920%         4/1/2014         12
CCH I LLC              10.000%        5/15/2014         10
CCH I/CCH I CP         11.000%        10/1/2015       24.5
CCH I/CCH I CP         11.000%        10/1/2015         21
CCH II/CCH II CP       10.250%        9/15/2010         48
CCH II/CCH II CP       10.250%        9/15/2010      47.94
CELL GENESYS INC        3.125%        11/1/2011      39.75
CELL THERAPEUTIC        5.750%       12/15/2011          1
CHAMPION ENTERPR        2.750%        11/1/2037         12
CHARTER COMM HLD       10.000%         4/1/2009      88.84
CHARTER COMM HLD       10.000%        5/15/2011         54
CHARTER COMM HLD       11.125%        1/15/2011         51
CHARTER COMM INC        6.500%        10/1/2027      11.58
CHENIERE ENERGY         2.250%         8/1/2012         22
CIRCUS CIRCUS           7.625%        7/15/2013       34.6
CIT GROUP INC           3.375%         4/1/2009      88.55
CIT GROUP INC           5.000%       12/15/2008      96.86
CIT GROUP INC           5.000%        9/15/2009      78.25
CIT GROUP INC           5.200%        9/15/2011      42.02
CIT GROUP INC           5.250%       11/15/2011      39.01
CIT GROUP INC           6.750%        3/15/2011       43.5
CIT GROUP INC           7.250%        3/15/2012         39
CLAIRE'S STORES         9.250%         6/1/2015         19
CLAIRE'S STORES        10.500%         6/1/2017         14
CLEAR CHANNEL           4.400%        5/15/2011       43.5
CLEAR CHANNEL           4.500%        1/15/2010         71
CLEAR CHANNEL           4.900%        5/15/2015         17
CLEAR CHANNEL           5.000%        3/15/2012         18
CLEAR CHANNEL           5.500%        9/15/2014         15
CLEAR CHANNEL           5.750%        1/15/2013         18
CLEAR CHANNEL           6.250%        3/15/2011         34
CLEAR CHANNEL           6.875%        6/15/2018        9.7
CLEAR CHANNEL           7.250%       10/15/2027         17
CMP SUSQUEHANNA         9.875%        5/15/2014      20.75
COEUR D'ALENE           1.250%        1/15/2024      20.15
COLLEGIATE PAC          5.750%        12/1/2009       70.5
COMPUCREDIT             3.625%        5/30/2025         22
CONEXANT SYSTEMS        4.000%         3/1/2026      49.75
CONSTAR INTL           11.000%        12/1/2012      11.06
COOPER-STANDARD         8.375%       12/15/2014         39
CREDENCE SYSTEM         3.500%        5/15/2010       20.1
DAYTON SUPERIOR        13.000%        6/15/2009         60
DECODE GENETICS         3.500%        4/15/2011      13.52
DELPHI CORP             6.500%        8/15/2013          2
DELPHI CORP             8.250%       10/15/2033       0.02
DELTA AIR LINES         8.000%        12/1/2015         25
DEVELOPERS DIVER        3.500%        8/15/2011         44
DEX MEDIA INC           8.000%       11/15/2013      15.75
DEX MEDIA WEST          9.875%        8/15/2013         25
DUNE ENERGY INC        10.500%         6/1/2012         44
EOP OPERATING LP        4.100%       12/15/2008      95.95
EOP OPERATING LP        4.800%        4/15/2009       88.3
EQUINIX INC             2.500%        2/15/2024      56.34
FEDDERS NORTH AM        9.875%         3/1/2014       0.54
FIBERTOWER CORP         9.000%       11/15/2012      30.25
FINLAY FINE JWLY        8.375%         6/1/2012         18
FIRST DATA CORP         3.900%        10/1/2009       52.1
FIRST DATA CORP         4.700%         8/1/2013         17
FIRST DATA CORP         4.950%        6/15/2015         19
FIRST DATA CORP         5.625%        11/1/2011       35.2
FIRST DATA CORP         5.800%       12/15/2008      96.78
FORD HOLDINGS           9.300%         3/1/2030         20
FORD HOLDINGS           9.375%         3/1/2020      17.74
FORD MOTOR CO           7.500%         8/1/2026      35.69
FORD MOTOR CO           7.700%        5/15/2097         18
FORD MOTOR CO           7.750%        6/15/2043       22.1
FORD MOTOR CO           8.875%        1/15/2022      15.11
FORD MOTOR CO           8.900%        1/15/2032       23.1
FORD MOTOR CO           9.215%        9/15/2021         18
FORD MOTOR CO           9.500%        9/15/2011         40
FORD MOTOR CO           9.980%        2/15/2047       21.5
FORD MOTOR CRED         4.250%        1/20/2009         78
FORD MOTOR CRED         4.300%        3/20/2009         61
FORD MOTOR CRED         4.350%        2/20/2009      90.74
FORD MOTOR CRED         4.400%        1/20/2009         85
FORD MOTOR CRED         4.450%        4/20/2009      51.74
FORD MOTOR CRED         4.500%        2/20/2009      84.26
FORD MOTOR CRED         4.500%        3/20/2009      80.57
FORD MOTOR CRED         4.600%        1/20/2009      92.94
FORD MOTOR CRED         4.700%        4/20/2009      81.19
FORD MOTOR CRED         4.800%        7/20/2009         58
FORD MOTOR CRED         4.900%        5/20/2009      69.44
FORD MOTOR CRED         4.900%        9/21/2009      45.75
FORD MOTOR CRED         4.900%       10/20/2009       52.7
FORD MOTOR CRED         4.900%       10/20/2009         30
FORD MOTOR CRED         4.950%       10/20/2009      68.27
FORD MOTOR CRED         5.000%        8/20/2009       67.5
FORD MOTOR CRED         5.000%        8/20/2009       54.5
FORD MOTOR CRED         5.000%        9/21/2009       39.1
FORD MOTOR CRED         5.000%        9/21/2009      48.82
FORD MOTOR CRED         5.000%        9/21/2009      66.75
FORD MOTOR CRED         5.000%       10/20/2009      53.06
FORD MOTOR CRED         5.000%        1/20/2011      26.05
FORD MOTOR CRED         5.050%        9/21/2009         45
FORD MOTOR CRED         5.100%       12/22/2008      94.59
FORD MOTOR CRED         5.100%       12/22/2008       97.2
FORD MOTOR CRED         5.100%        7/20/2009      59.66
FORD MOTOR CRED         5.100%        8/20/2009      49.46
FORD MOTOR CRED         5.100%       11/20/2009      64.25
FORD MOTOR CRED         5.100%        2/22/2011      51.87
FORD MOTOR CRED         5.150%       11/20/2009      42.32
FORD MOTOR CRED         5.150%       11/20/2009         52
FORD MOTOR CRED         5.150%       11/20/2009      42.57
FORD MOTOR CRED         5.150%        1/20/2011         31
FORD MOTOR CRED         5.200%        7/20/2009       44.5
FORD MOTOR CRED         5.200%        3/21/2011      24.99
FORD MOTOR CRED         5.200%        3/21/2011         47
FORD MOTOR CRED         5.250%        6/22/2009         72
FORD MOTOR CRED         5.250%       12/21/2009      56.08
FORD MOTOR CRED         5.250%       12/21/2009      68.09
FORD MOTOR CRED         5.250%        1/20/2010       60.2
FORD MOTOR CRED         5.250%        2/22/2011       35.6
FORD MOTOR CRED         5.250%        3/21/2011      32.75
FORD MOTOR CRED         5.300%        3/21/2011       35.7
FORD MOTOR CRED         5.300%        4/20/2011      23.76
FORD MOTOR CRED         5.350%        5/20/2009      56.64
FORD MOTOR CRED         5.350%        6/22/2009      55.08
FORD MOTOR CRED         5.350%       12/21/2009      60.25
FORD MOTOR CRED         5.350%        2/22/2011       39.5
FORD MOTOR CRED         5.400%        6/22/2009      52.14
FORD MOTOR CRED         5.400%       12/21/2009       51.5
FORD MOTOR CRED         5.400%        9/20/2011      22.67
FORD MOTOR CRED         5.400%       10/20/2011         29
FORD MOTOR CRED         5.450%        4/20/2011       46.5
FORD MOTOR CRED         5.450%       10/20/2011      35.38
FORD MOTOR CRED         5.500%        6/22/2009      70.07
FORD MOTOR CRED         5.500%        6/22/2009      55.62
FORD MOTOR CRED         5.500%        1/20/2010      38.72
FORD MOTOR CRED         5.500%        2/22/2010      59.17
FORD MOTOR CRED         5.500%        2/22/2010         25
FORD MOTOR CRED         5.500%        2/22/2010      36.46
FORD MOTOR CRED         5.500%        4/20/2011       23.8
FORD MOTOR CRED         5.500%        9/20/2011      39.74
FORD MOTOR CRED         5.500%       10/20/2011       18.5
FORD MOTOR CRED         5.550%        6/21/2010       32.2
FORD MOTOR CRED         5.550%        8/22/2011      19.51
FORD MOTOR CRED         5.600%       12/20/2010      53.31
FORD MOTOR CRED         5.600%        4/20/2011      21.88
FORD MOTOR CRED         5.600%        8/22/2011         19
FORD MOTOR CRED         5.600%        9/20/2011      21.72
FORD MOTOR CRED         5.600%       11/21/2011      21.38
FORD MOTOR CRED         5.600%       11/21/2011       43.2
FORD MOTOR CRED         5.650%       12/20/2010      30.77
FORD MOTOR CRED         5.650%        5/20/2011      22.26
FORD MOTOR CRED         5.650%        7/20/2011      26.56
FORD MOTOR CRED         5.650%       11/21/2011         18
FORD MOTOR CRED         5.650%       11/21/2011      21.68
FORD MOTOR CRED         5.650%        1/21/2014      22.11
FORD MOTOR CRED         5.700%        1/15/2010         56
FORD MOTOR CRED         5.700%        3/22/2010      58.44
FORD MOTOR CRED         5.700%        5/20/2011         42
FORD MOTOR CRED         5.700%       12/20/2011      14.85
FORD MOTOR CRED         5.750%        1/20/2010      38.58
FORD MOTOR CRED         5.750%        3/22/2010      36.06
FORD MOTOR CRED         5.750%        6/21/2010      29.37
FORD MOTOR CRED         5.750%       10/20/2010      29.13
FORD MOTOR CRED         5.750%        8/22/2011      46.56
FORD MOTOR CRED         5.750%       12/20/2011         44
FORD MOTOR CRED         5.750%        2/21/2012      21.24
FORD MOTOR CRED         5.750%        1/21/2014      18.89
FORD MOTOR CRED         5.750%        2/20/2014       26.5
FORD MOTOR CRED         5.800%        1/12/2009      84.35
FORD MOTOR CRED         5.800%       11/22/2010         45
FORD MOTOR CRED         5.800%        8/22/2011         20
FORD MOTOR CRED         5.850%        5/20/2010      33.69
FORD MOTOR CRED         5.850%        6/21/2010      44.25
FORD MOTOR CRED         5.850%        7/20/2010      35.88
FORD MOTOR CRED         5.850%        1/20/2012         33
FORD MOTOR CRED         5.900%        7/20/2011      21.66
FORD MOTOR CRED         5.900%        2/21/2012       18.2
FORD MOTOR CRED         5.950%        5/20/2010       44.5
FORD MOTOR CRED         6.000%        2/22/2010         35
FORD MOTOR CRED         6.000%        6/21/2010      31.81
FORD MOTOR CRED         6.000%       10/20/2010      25.31
FORD MOTOR CRED         6.000%       10/20/2010      49.56
FORD MOTOR CRED         6.000%       12/20/2010      24.47
FORD MOTOR CRED         6.000%        1/20/2012      21.73
FORD MOTOR CRED         6.000%        1/21/2014      19.62
FORD MOTOR CRED         6.000%        3/20/2014         19
FORD MOTOR CRED         6.000%        3/20/2014         15
FORD MOTOR CRED         6.000%        3/20/2014      14.22
FORD MOTOR CRED         6.000%        3/20/2014      23.03
FORD MOTOR CRED         6.000%       11/20/2014         17
FORD MOTOR CRED         6.000%       11/20/2014      13.08
FORD MOTOR CRED         6.050%        7/20/2010       42.9
FORD MOTOR CRED         6.050%        9/20/2010      52.97
FORD MOTOR CRED         6.050%        6/20/2011      20.75
FORD MOTOR CRED         6.050%        2/20/2014         20
FORD MOTOR CRED         6.050%        4/21/2014       11.5
FORD MOTOR CRED         6.050%       12/22/2014         15
FORD MOTOR CRED         6.050%       12/22/2014         22
FORD MOTOR CRED         6.050%        2/20/2015       10.5
FORD MOTOR CRED         6.100%        6/20/2011      48.15
FORD MOTOR CRED         6.150%        7/20/2010      10.02
FORD MOTOR CRED         6.150%        9/20/2010         49
FORD MOTOR CRED         6.150%        5/20/2011      25.76
FORD MOTOR CRED         6.150%        1/20/2015         14
FORD MOTOR CRED         6.200%        5/20/2011         27
FORD MOTOR CRED         6.200%        6/20/2011      22.57
FORD MOTOR CRED         6.200%        4/21/2014         20
FORD MOTOR CRED         6.250%        6/20/2011      25.29
FORD MOTOR CRED         6.250%        6/20/2011       24.6
FORD MOTOR CRED         6.250%       12/20/2013      22.36
FORD MOTOR CRED         6.250%        4/21/2014         15
FORD MOTOR CRED         6.250%        1/20/2015      23.62
FORD MOTOR CRED         6.300%        3/22/2010         44
FORD MOTOR CRED         6.300%        5/20/2010         49
FORD MOTOR CRED         6.300%        5/20/2014      22.43
FORD MOTOR CRED         6.350%        9/20/2010         51
FORD MOTOR CRED         6.350%        9/20/2010      31.22
FORD MOTOR CRED         6.350%        4/21/2014      18.89
FORD MOTOR CRED         6.400%        8/20/2010         45
FORD MOTOR CRED         6.500%        8/20/2010         35
FORD MOTOR CRED         6.500%       12/20/2013      25.03
FORD MOTOR CRED         6.500%        2/20/2015       9.29
FORD MOTOR CRED         6.500%        3/20/2015      23.69
FORD MOTOR CRED         6.550%        8/20/2010         45
FORD MOTOR CRED         6.550%        7/21/2014      12.38
FORD MOTOR CRED         6.650%       10/21/2013      19.91
FORD MOTOR CRED         6.650%        6/20/2014         18
FORD MOTOR CRED         6.750%        6/20/2014      12.61
FORD MOTOR CRED         6.800%        6/20/2014         22
FORD MOTOR CRED         6.800%        6/20/2014      14.57
FORD MOTOR CRED         6.850%        9/20/2013         22
FORD MOTOR CRED         6.850%        5/20/2014      12.66
FORD MOTOR CRED         6.850%        6/20/2014      12.74
FORD MOTOR CRED         6.950%        4/20/2010      41.94
FORD MOTOR CRED         7.000%        7/20/2010       39.5
FORD MOTOR CRED         7.000%        8/15/2012      16.25
FORD MOTOR CRED         7.050%        9/20/2013       16.7
FORD MOTOR CRED         7.100%        9/20/2013         22
FORD MOTOR CRED         7.150%        8/20/2010         52
FORD MOTOR CRED         7.150%        8/20/2010         53
FORD MOTOR CRED         7.250%        3/22/2010      37.05
FORD MOTOR CRED         7.250%       10/25/2011         36
FORD MOTOR CRED         7.350%        3/20/2015      18.76
FORD MOTOR CRED         7.375%       10/28/2009      57.75
FORD MOTOR CRED         7.375%         2/1/2011      41.75
FORD MOTOR CRED         7.500%        8/20/2032         12
FORD MOTOR CRED         7.800%         6/1/2012         41
FORD MOTOR CRED         7.875%        6/15/2010      44.25
FORD MOTOR CRED         8.625%        11/1/2010         45
FORD MOTOR CRED         9.750%        9/15/2010         52
FORD MOTOR CRED         9.875%        8/10/2011         45
FREESCALE SEMICO        8.875%       12/15/2014      29.75
FREESCALE SEMICO       10.125%       12/15/2016      23.25
FREMONT GEN CORP        7.875%        3/17/2009         50
GENCORP INC             4.000%        1/16/2024         61
GENERAL MOTORS          7.125%        7/15/2013         16
GENERAL MOTORS          7.200%        1/15/2011      22.15
GENERAL MOTORS          7.375%        5/23/2048       14.8
GENERAL MOTORS          7.700%        4/15/2016         13
GENERAL MOTORS          8.100%        6/15/2024         15
GENERAL MOTORS          8.250%        7/15/2023         15
GENERAL MOTORS          8.375%        7/15/2033         18
GENERAL MOTORS          8.800%         3/1/2021         16
GENERAL MOTORS          9.400%        7/15/2021         21
GENERAL MOTORS          9.450%        11/1/2011       22.4
GENWORTH FINL           4.750%        6/15/2009         82
GENWORTH FINL           5.231%        5/16/2009      84.96
GENWORTH FINL           5.750%        6/15/2014      34.09
GENWORTH FINL           6.150%       11/15/2066         15
GEORGIA GULF CRP       10.750%       10/15/2016       27.5
GLOBALSTAR INC          5.750%         4/1/2028      17.15
GMAC LLC                4.100%        3/15/2009       76.6
GMAC LLC                4.100%        3/15/2009         36
GMAC LLC                4.250%        3/15/2009      60.37
GMAC LLC                4.250%        3/15/2009         48
GMAC LLC                4.500%        4/15/2009      50.05
GMAC LLC                4.600%        4/15/2009         30
GMAC LLC                4.700%        5/15/2009      34.78
GMAC LLC                4.850%        5/15/2009         42
GMAC LLC                4.900%       10/15/2009         41
GMAC LLC                4.900%       10/15/2009      33.63
GMAC LLC                4.950%       10/15/2009         37
GMAC LLC                5.000%        8/15/2009      43.08
GMAC LLC                5.000%        8/15/2009      35.15
GMAC LLC                5.000%        9/15/2009         36
GMAC LLC                5.000%        9/15/2009         41
GMAC LLC                5.000%        9/15/2009      25.47
GMAC LLC                5.000%       10/15/2009         38
GMAC LLC                5.050%        7/15/2009      50.29
GMAC LLC                5.100%        7/15/2009         34
GMAC LLC                5.100%        8/15/2009       33.5
GMAC LLC                5.100%        9/15/2009         41
GMAC LLC                5.200%       11/15/2009         36
GMAC LLC                5.200%       11/15/2009         33
GMAC LLC                5.250%        5/15/2009         39
GMAC LLC                5.250%        6/15/2009      38.06
GMAC LLC                5.250%        7/15/2009      34.75
GMAC LLC                5.250%        7/15/2009       32.5
GMAC LLC                5.250%        8/15/2009         35
GMAC LLC                5.250%        8/15/2009         45
GMAC LLC                5.250%       11/15/2009      31.93
GMAC LLC                5.250%       11/15/2009       29.5
GMAC LLC                5.250%        1/15/2014       16.5
GMAC LLC                5.300%        1/15/2010      29.37
GMAC LLC                5.350%        6/15/2009      33.87
GMAC LLC                5.350%       11/15/2009      32.08
GMAC LLC                5.350%       12/15/2009         38
GMAC LLC                5.350%       12/15/2009         48
GMAC LLC                5.350%        1/15/2014         15
GMAC LLC                5.400%        5/15/2009      36.94
GMAC LLC                5.400%        6/15/2009       31.5
GMAC LLC                5.400%       12/15/2009         35
GMAC LLC                5.400%       12/15/2009      31.13
GMAC LLC                5.500%        6/15/2009         39
GMAC LLC                5.500%        1/15/2010      25.19
GMAC LLC                5.625%        5/15/2009         69
GMAC LLC                5.700%        6/15/2013         19
GMAC LLC                5.700%       10/15/2013      12.14
GMAC LLC                5.700%       12/15/2013       17.1
GMAC LLC                5.750%        1/15/2010       24.5
GMAC LLC                5.750%        1/15/2014       17.5
GMAC LLC                5.850%        2/15/2010         30
GMAC LLC                5.850%        5/15/2013         23
GMAC LLC                5.850%        6/15/2013         26
GMAC LLC                5.850%        6/15/2013      12.68
GMAC LLC                5.900%       12/15/2013      21.03
GMAC LLC                5.900%       12/15/2013       17.1
GMAC LLC                5.900%        1/15/2019         17
GMAC LLC                5.900%        1/15/2019       17.5
GMAC LLC                5.900%        2/15/2019      17.53
GMAC LLC                6.000%        3/15/2009      91.04
GMAC LLC                6.000%        4/15/2009      85.75
GMAC LLC                6.000%        1/15/2010         27
GMAC LLC                6.000%        2/15/2010      27.38
GMAC LLC                6.000%        2/15/2010      27.36
GMAC LLC                6.000%         4/1/2011      35.25
GMAC LLC                6.000%       12/15/2011         36
GMAC LLC                6.000%        7/15/2013      32.36
GMAC LLC                6.000%       11/15/2013         19
GMAC LLC                6.000%       12/15/2013      11.96
GMAC LLC                6.000%        2/15/2019       16.5
GMAC LLC                6.000%        2/15/2019        9.9
GMAC LLC                6.000%        2/15/2019      17.18
GMAC LLC                6.000%        3/15/2019       15.5
GMAC LLC                6.000%        3/15/2019       16.6
GMAC LLC                6.000%        3/15/2019       17.4
GMAC LLC                6.000%        3/15/2019       17.5
GMAC LLC                6.000%        4/15/2019      12.36
GMAC LLC                6.000%        9/15/2019         16
GMAC LLC                6.050%        3/15/2009      51.75
GMAC LLC                6.050%        3/15/2010      21.75
GMAC LLC                6.050%        8/15/2019         17
GMAC LLC                6.050%        8/15/2019         17
GMAC LLC                6.050%       10/15/2019      18.02
GMAC LLC                6.100%        3/15/2009         60
GMAC LLC                6.100%        4/15/2009         39
GMAC LLC                6.100%        4/15/2009      88.81
GMAC LLC                6.100%        5/15/2013         25
GMAC LLC                6.100%       11/15/2013       18.1
GMAC LLC                6.100%        9/15/2019       17.5
GMAC LLC                6.125%       10/15/2019         17
GMAC LLC                6.150%        4/15/2009      76.07
GMAC LLC                6.150%        3/15/2010         25
GMAC LLC                6.150%        9/15/2013         21
GMAC LLC                6.150%       11/15/2013      13.88
GMAC LLC                6.150%       12/15/2013         16
GMAC LLC                6.150%        8/15/2019      13.83
GMAC LLC                6.150%        9/15/2019       17.5
GMAC LLC                6.150%       10/15/2019         17
GMAC LLC                6.200%       11/15/2013      17.13
GMAC LLC                6.200%        4/15/2019         16
GMAC LLC                6.250%        5/15/2009      86.68
GMAC LLC                6.250%        6/15/2009      84.54
GMAC LLC                6.250%        3/15/2013       17.1
GMAC LLC                6.250%        7/15/2013      25.25
GMAC LLC                6.250%       10/15/2013       18.1
GMAC LLC                6.250%       11/15/2013       17.1
GMAC LLC                6.250%        1/15/2019       16.5
GMAC LLC                6.250%        4/15/2019       16.5
GMAC LLC                6.250%        7/15/2019       16.5
GMAC LLC                6.300%        3/15/2013       12.6
GMAC LLC                6.300%       10/15/2013       20.1
GMAC LLC                6.300%       11/15/2013      16.85
GMAC LLC                6.300%        8/15/2019         14
GMAC LLC                6.300%        8/15/2019      12.06
GMAC LLC                6.350%        5/15/2013         17
GMAC LLC                6.350%        4/15/2019         16
GMAC LLC                6.350%        7/15/2019       14.5
GMAC LLC                6.350%        7/15/2019         18
GMAC LLC                6.375%        6/15/2010      47.95
GMAC LLC                6.375%        1/15/2014       17.5
GMAC LLC                6.400%        3/15/2013      15.75
GMAC LLC                6.400%       12/15/2018      15.78
GMAC LLC                6.400%       11/15/2019         16
GMAC LLC                6.400%       11/15/2019      15.38
GMAC LLC                6.450%        2/15/2013         16
GMAC LLC                6.500%       10/15/2009         50
GMAC LLC                6.500%        3/15/2010      24.39
GMAC LLC                6.500%        5/15/2012       19.5
GMAC LLC                6.500%        7/15/2012       19.6
GMAC LLC                6.500%        2/15/2013         16
GMAC LLC                6.500%        3/15/2013       13.6
GMAC LLC                6.500%        4/15/2013         17
GMAC LLC                6.500%        5/15/2013      25.25
GMAC LLC                6.500%        6/15/2013         25
GMAC LLC                6.500%        8/15/2013      13.77
GMAC LLC                6.500%       11/15/2013         18
GMAC LLC                6.500%       11/15/2018         17
GMAC LLC                6.500%       12/15/2018       18.5
GMAC LLC                6.500%       12/15/2018      17.15
GMAC LLC                6.500%        5/15/2019         16
GMAC LLC                6.500%        1/15/2020         16
GMAC LLC                6.550%       12/15/2019      18.63
GMAC LLC                6.550%       12/15/2019       22.8
GMAC LLC                6.600%        8/15/2016       17.5
GMAC LLC                6.600%        5/15/2018      15.87
GMAC LLC                6.600%        6/15/2019      12.18
GMAC LLC                6.600%        6/15/2019         18
GMAC LLC                6.625%       10/15/2011      14.69
GMAC LLC                6.650%        6/15/2018       12.5
GMAC LLC                6.650%       10/15/2018         16
GMAC LLC                6.700%        6/15/2009      36.52
GMAC LLC                6.700%        7/15/2009       46.5
GMAC LLC                6.700%        5/15/2014       19.9
GMAC LLC                6.700%        5/15/2014         18
GMAC LLC                6.700%        6/15/2014       17.1
GMAC LLC                6.700%        8/15/2016       18.5
GMAC LLC                6.700%        6/15/2018         12
GMAC LLC                6.700%        6/15/2018       11.5
GMAC LLC                6.700%       11/15/2018         16
GMAC LLC                6.700%        6/15/2019         17
GMAC LLC                6.700%       12/15/2019      15.85
GMAC LLC                6.750%       11/15/2009      34.88
GMAC LLC                6.750%        9/15/2011      15.94
GMAC LLC                6.750%       10/15/2011      17.51
GMAC LLC                6.750%       10/15/2011         17
GMAC LLC                6.750%        7/15/2012         17
GMAC LLC                6.750%        9/15/2012      15.81
GMAC LLC                6.750%        9/15/2012       16.5
GMAC LLC                6.750%       10/15/2012         19
GMAC LLC                6.750%        4/15/2013       22.1
GMAC LLC                6.750%        4/15/2013      25.87
GMAC LLC                6.750%        6/15/2014      16.63
GMAC LLC                6.750%        7/15/2016         17
GMAC LLC                6.750%        8/15/2016      19.68
GMAC LLC                6.750%        9/15/2016       17.1
GMAC LLC                6.750%        3/15/2018      14.88
GMAC LLC                6.750%        7/15/2018       15.5
GMAC LLC                6.750%        9/15/2018      17.15
GMAC LLC                6.750%       10/15/2018         13
GMAC LLC                6.750%       11/15/2018       19.5
GMAC LLC                6.750%        5/15/2019       16.5
GMAC LLC                6.750%        5/15/2019         15
GMAC LLC                6.750%        6/15/2019         19
GMAC LLC                6.750%        6/15/2019         16
GMAC LLC                6.800%        7/15/2009         39
GMAC LLC                6.800%       11/15/2009      65.91
GMAC LLC                6.800%        2/15/2013         13
GMAC LLC                6.800%        4/15/2013       13.5
GMAC LLC                6.800%        9/15/2018      13.91
GMAC LLC                6.800%       10/15/2018      16.78
GMAC LLC                6.850%        7/15/2009      65.94
GMAC LLC                6.850%       10/15/2009      38.25
GMAC LLC                6.875%        8/28/2012         37
GMAC LLC                6.875%       10/15/2012         15
GMAC LLC                6.875%        4/15/2013         18
GMAC LLC                6.875%        8/15/2016         15
GMAC LLC                6.875%        7/15/2018         17
GMAC LLC                6.900%        6/15/2009      33.31
GMAC LLC                6.900%        6/15/2017         13
GMAC LLC                6.900%        7/15/2018       13.8
GMAC LLC                6.900%        8/15/2018         11
GMAC LLC                6.950%        8/15/2009         35
GMAC LLC                6.950%        6/15/2017       18.5
GMAC LLC                7.000%        3/15/2009      89.82
GMAC LLC                7.000%        3/15/2009      91.44
GMAC LLC                7.000%        7/15/2009         37
GMAC LLC                7.000%        8/15/2009      29.41
GMAC LLC                7.000%        9/15/2009      33.61
GMAC LLC                7.000%        9/15/2009         41
GMAC LLC                7.000%       10/15/2009       41.1
GMAC LLC                7.000%       10/15/2009         51
GMAC LLC                7.000%       11/15/2009         34
GMAC LLC                7.000%       11/15/2009      58.34
GMAC LLC                7.000%       12/15/2009      34.39
GMAC LLC                7.000%        1/15/2010       28.5
GMAC LLC                7.000%        3/15/2010       24.5
GMAC LLC                7.000%       10/15/2011      20.85
GMAC LLC                7.000%        9/15/2012         28
GMAC LLC                7.000%       10/15/2012         19
GMAC LLC                7.000%       11/15/2012      13.75
GMAC LLC                7.000%       12/15/2012      14.99
GMAC LLC                7.000%        1/15/2013       15.5
GMAC LLC                7.000%        6/15/2017         17
GMAC LLC                7.000%        7/15/2017      17.35
GMAC LLC                7.000%        2/15/2018       14.5
GMAC LLC                7.000%        2/15/2018      12.09
GMAC LLC                7.000%        2/15/2018         17
GMAC LLC                7.000%        3/15/2018         16
GMAC LLC                7.000%        5/15/2018      16.38
GMAC LLC                7.000%        8/15/2018       16.5
GMAC LLC                7.000%        9/15/2018       15.4
GMAC LLC                7.000%        6/15/2022         15
GMAC LLC                7.000%       11/15/2024      17.15
GMAC LLC                7.050%       10/15/2009       40.5
GMAC LLC                7.050%        3/15/2018       16.5
GMAC LLC                7.050%        3/15/2018         21
GMAC LLC                7.050%        4/15/2018         16
GMAC LLC                7.100%        9/15/2012         17
GMAC LLC                7.100%        1/15/2013         16
GMAC LLC                7.100%        1/15/2013         18
GMAC LLC                7.125%        8/15/2009      31.74
GMAC LLC                7.125%        8/15/2012      13.25
GMAC LLC                7.125%       10/15/2017         13
GMAC LLC                7.150%        8/15/2009         41
GMAC LLC                7.150%        8/15/2010      53.72
GMAC LLC                7.150%       11/15/2012         36
GMAC LLC                7.150%        9/15/2018       16.5
GMAC LLC                7.150%        1/15/2025       17.5
GMAC LLC                7.200%        8/15/2009         41
GMAC LLC                7.200%       10/15/2017       9.59
GMAC LLC                7.200%       10/15/2017       16.5
GMAC LLC                7.250%       11/15/2009      33.43
GMAC LLC                7.250%        1/15/2010         47
GMAC LLC                7.250%        8/15/2012         17
GMAC LLC                7.250%       12/15/2012          9
GMAC LLC                7.250%       12/15/2012         17
GMAC LLC                7.250%        9/15/2017       16.5
GMAC LLC                7.250%        9/15/2017       15.5
GMAC LLC                7.250%        9/15/2017         17
GMAC LLC                7.250%        1/15/2018      12.75
GMAC LLC                7.250%        4/15/2018      15.87
GMAC LLC                7.250%        4/15/2018         15
GMAC LLC                7.250%        8/15/2018      11.75
GMAC LLC                7.250%        8/15/2018      17.73
GMAC LLC                7.250%        9/15/2018       16.5
GMAC LLC                7.300%       12/15/2017      15.88
GMAC LLC                7.300%        1/15/2018         16
GMAC LLC                7.300%        1/15/2018         16
GMAC LLC                7.350%        4/15/2018      12.21
GMAC LLC                7.375%       11/15/2016      17.15
GMAC LLC                7.375%        4/15/2018         16
GMAC LLC                7.400%       12/15/2017       15.5
GMAC LLC                7.500%       10/15/2012         18
GMAC LLC                7.500%       11/15/2016         16
GMAC LLC                7.500%        8/15/2017         17
GMAC LLC                7.500%       11/15/2017         13
GMAC LLC                7.500%       11/15/2017         11
GMAC LLC                7.500%       12/15/2017       17.1
GMAC LLC                7.500%       12/15/2017       16.5
GMAC LLC                7.625%       11/15/2012         25
GMAC LLC                7.700%        8/15/2010       57.7
GMAC LLC                7.750%       10/15/2012      14.65
GMAC LLC                7.750%       10/15/2017       17.5
GMAC LLC                7.850%        8/15/2010      56.24
GMAC LLC                7.875%       11/15/2012       13.5
GMAC LLC                8.000%        6/15/2010      39.84
GMAC LLC                8.000%        6/15/2010       25.1
GMAC LLC                8.000%        6/15/2010      18.84
GMAC LLC                8.000%        7/15/2010         35
GMAC LLC                8.000%        7/15/2010      21.38
GMAC LLC                8.000%        9/15/2010       57.5
GMAC LLC                8.000%        8/15/2015         16
GMAC LLC                8.000%       10/15/2017       15.1
GMAC LLC                8.000%       11/15/2017         16
GMAC LLC                8.000%        3/15/2025         17
GMAC LLC                8.050%        4/15/2010      23.06
GMAC LLC                8.125%        9/15/2009      79.64
GMAC LLC                8.125%       11/15/2017      17.21
GMAC LLC                8.200%        7/15/2010         56
GMAC LLC                8.400%        4/15/2010      23.35
GMAC LLC                8.400%        8/15/2015       25.1
GMAC LLC                8.500%        5/15/2010      24.66
GMAC LLC                8.500%       10/15/2010         35
GMAC LLC                8.500%       10/15/2010       40.5
GMAC LLC                8.650%        8/15/2015       19.1
GMAC LLC                8.875%         6/1/2010         35
GMAC LLC                9.000%        7/15/2015         16
GMAC LLC                9.000%        7/15/2020      18.97
HARRAHS OPER CO         5.375%       12/15/2013         22
HARRAHS OPER CO         5.500%         7/1/2010       49.5
HARRAHS OPER CO         5.625%         6/1/2015         13
HARRAHS OPER CO         5.750%        10/1/2017         13
HARRAHS OPER CO         6.500%         6/1/2016         13
HARRAHS OPER CO         8.000%         2/1/2011       54.5
HARRAHS OPER CO        10.750%         2/1/2016      22.27
HAWAIIAN TELCOM         9.750%         5/1/2013         10
HAWAIIAN TELCOM        12.500%         5/1/2015        1.5
HERBST GAMING           8.125%         6/1/2012       0.88
HINES NURSERIES        10.250%        10/1/2011         21
HUTCHINSON TECH         3.250%        1/15/2026      27.13
IDEARC INC              8.000%       11/15/2016       7.65
INN OF THE MOUNT       12.000%       11/15/2010      39.63
INPUT/OUTPUT            5.500%       12/15/2008     345.03
INTCOMEX INC           11.750%        1/15/2011         49
INTL LEASE FIN          3.500%         4/1/2009      87.17
INTL LEASE FIN          4.750%         7/1/2009      83.25
INTL LEASE FIN          4.950%       11/15/2009      70.75
INTL LEASE FIN          5.000%        6/15/2012         20
INTL LEASE FIN          5.050%        3/15/2010      40.02
INTL LEASE FIN          5.100%       11/15/2009       73.9
INTL LEASE FIN          5.150%        3/15/2010      60.26
INTL LEASE FIN          5.250%        8/15/2009      46.03
INTL LEASE FIN          5.350%        4/15/2011         15
INTL LEASE FIN          5.500%        4/15/2012       22.5
INTL LEASE FIN          5.600%        5/15/2009         70
INTL LEASE FIN          5.650%        6/15/2011         35
INTL LEASE FIN          5.700%        4/15/2013      10.03
INTL LEASE FIN          5.950%        4/15/2013      22.25
INTL LEASE FIN          6.375%        3/15/2009      95.75
ISTAR FINANCIAL         5.125%         4/1/2011      41.75
ISTAR FINANCIAL         5.375%        4/15/2010         51
ISTAR FINANCIAL         5.650%        9/15/2011       37.4
ISTAR FINANCIAL         5.800%        3/15/2011      42.75
ISTAR FINANCIAL         6.000%       12/15/2010       41.5
JAZZ TECHNOLOGIE        8.000%       12/31/2011         40
JEFFERSON SMURFI        7.500%         6/1/2013         33
JEFFERSON SMURFI        8.250%        10/1/2012         33
K HOVNANIAN ENTR        6.500%        1/15/2014      30.16
K HOVNANIAN ENTR        8.000%         4/1/2012         35
K HOVNANIAN ENTR        8.875%         4/1/2012         32
KAISER ALUMINUM        12.750%         2/1/2003          4
KELLWOOD CO             7.875%        7/15/2009         55
KEMET CORP              2.250%       11/15/2026      27.75
KEMET CORP              2.250%       11/15/2026      27.43
KIMBALL HILL INC       10.500%       12/15/2012       2.77
KNIGHT RIDDER           7.125%         6/1/2011         35
KULICKE & SOFFA         0.500%       11/30/2008        100
LANDRY'S RESTAUR        9.500%       12/15/2014         84
LAZYDAYS RV            11.750%        5/15/2012         20
LEAR CORP               8.500%        12/1/2013      25.94
LEAR CORP               8.750%        12/1/2016         24
LEHMAN BROS HLDG        0.250%        6/29/2012       8.63
LEHMAN BROS HLDG        2.000%         8/1/2013       8.63
LEHMAN BROS HLDG        3.950%       11/10/2009        8.5
LEHMAN BROS HLDG        4.000%         8/3/2009          7
LEHMAN BROS HLDG        4.000%        4/16/2019       8.17
LEHMAN BROS HLDG        4.250%        1/27/2010        8.5
LEHMAN BROS HLDG        4.375%       11/30/2010        8.5
LEHMAN BROS HLDG        4.500%        7/26/2010        8.5
LEHMAN BROS HLDG        4.500%         8/3/2011       9.35
LEHMAN BROS HLDG        4.700%         3/6/2013       9.61
LEHMAN BROS HLDG        4.800%        2/27/2013        7.5
LEHMAN BROS HLDG        4.800%        3/13/2014          7
LEHMAN BROS HLDG        4.800%        6/24/2023       7.07
LEHMAN BROS HLDG        5.000%        1/14/2011         10
LEHMAN BROS HLDG        5.000%        1/22/2013       9.53
LEHMAN BROS HLDG        5.000%        2/11/2013         10
LEHMAN BROS HLDG        5.000%        3/27/2013          3
LEHMAN BROS HLDG        5.000%         8/3/2014       8.25
LEHMAN BROS HLDG        5.000%         8/5/2015        7.5
LEHMAN BROS HLDG        5.000%       12/18/2015        8.5
LEHMAN BROS HLDG        5.000%        5/28/2023        8.5
LEHMAN BROS HLDG        5.000%        5/30/2023       7.07
LEHMAN BROS HLDG        5.000%        6/10/2023          6
LEHMAN BROS HLDG        5.000%        6/17/2023       7.07
LEHMAN BROS HLDG        5.100%        1/28/2013        7.8
LEHMAN BROS HLDG        5.100%        2/15/2020          5
LEHMAN BROS HLDG        5.150%         2/4/2015       7.06
LEHMAN BROS HLDG        5.200%        5/13/2020       6.55
LEHMAN BROS HLDG        5.250%         2/6/2012          9
LEHMAN BROS HLDG        5.250%        1/30/2014         20
LEHMAN BROS HLDG        5.250%        2/11/2015       7.06
LEHMAN BROS HLDG        5.250%         3/8/2020       7.07
LEHMAN BROS HLDG        5.250%        5/20/2023       7.07
LEHMAN BROS HLDG        5.350%        2/25/2018        8.9
LEHMAN BROS HLDG        5.350%        3/13/2020      13.06
LEHMAN BROS HLDG        5.350%        6/14/2030       7.06
LEHMAN BROS HLDG        5.375%         5/6/2023       7.07
LEHMAN BROS HLDG        5.400%         3/6/2020        7.6
LEHMAN BROS HLDG        5.400%        3/20/2020        9.5
LEHMAN BROS HLDG        5.400%        3/30/2029        7.2
LEHMAN BROS HLDG        5.400%        6/21/2030        7.2
LEHMAN BROS HLDG        5.450%        3/15/2025       5.38
LEHMAN BROS HLDG        5.450%         4/6/2029       7.06
LEHMAN BROS HLDG        5.450%        2/22/2030       2.09
LEHMAN BROS HLDG        5.450%        7/19/2030       9.95
LEHMAN BROS HLDG        5.450%        9/20/2030       7.06
LEHMAN BROS HLDG        5.500%         4/4/2016        8.5
LEHMAN BROS HLDG        5.500%         2/4/2018       9.27
LEHMAN BROS HLDG        5.500%        2/19/2018       2.06
LEHMAN BROS HLDG        5.500%        11/4/2018       8.06
LEHMAN BROS HLDG        5.500%        2/27/2020       7.07
LEHMAN BROS HLDG        5.500%        8/19/2020       8.13
LEHMAN BROS HLDG        5.500%        3/14/2023        8.5
LEHMAN BROS HLDG        5.500%         4/8/2023        7.2
LEHMAN BROS HLDG        5.500%        4/15/2023        6.6
LEHMAN BROS HLDG        5.500%        4/23/2023       7.07
LEHMAN BROS HLDG        5.500%         8/5/2023       4.41
LEHMAN BROS HLDG        5.500%        10/7/2023          8
LEHMAN BROS HLDG        5.500%        1/27/2029        5.5
LEHMAN BROS HLDG        5.500%         2/3/2029       7.06
LEHMAN BROS HLDG        5.500%         8/2/2030        8.4
LEHMAN BROS HLDG        5.550%        2/11/2018        7.2
LEHMAN BROS HLDG        5.550%         3/9/2029        8.4
LEHMAN BROS HLDG        5.550%        1/25/2030        7.8
LEHMAN BROS HLDG        5.550%        9/27/2030        7.2
LEHMAN BROS HLDG        5.550%       12/31/2034        7.8
LEHMAN BROS HLDG        5.600%        1/22/2018          8
LEHMAN BROS HLDG        5.600%        9/23/2023         10
LEHMAN BROS HLDG        5.600%        2/17/2029       7.06
LEHMAN BROS HLDG        5.600%        2/24/2029        8.4
LEHMAN BROS HLDG        5.600%         3/2/2029        6.2
LEHMAN BROS HLDG        5.600%        2/25/2030        6.5
LEHMAN BROS HLDG        5.600%         5/3/2030          7
LEHMAN BROS HLDG        5.625%        1/24/2013       8.75
LEHMAN BROS HLDG        5.625%        3/15/2030          2
LEHMAN BROS HLDG        5.650%       11/23/2029        6.6
LEHMAN BROS HLDG        5.650%        8/16/2030       1.35
LEHMAN BROS HLDG        5.650%       12/31/2034       7.06
LEHMAN BROS HLDG        5.700%        1/28/2018       7.09
LEHMAN BROS HLDG        5.700%        2/10/2029       6.64
LEHMAN BROS HLDG        5.700%        4/13/2029          4
LEHMAN BROS HLDG        5.700%         9/7/2029        9.5
LEHMAN BROS HLDG        5.700%       12/14/2029       7.06
LEHMAN BROS HLDG        5.750%        4/25/2011        8.1
LEHMAN BROS HLDG        5.750%        7/18/2011       8.75
LEHMAN BROS HLDG        5.750%        5/17/2013         10
LEHMAN BROS HLDG        5.750%         1/3/2017        0.1
LEHMAN BROS HLDG        5.750%        3/27/2023        7.7
LEHMAN BROS HLDG        5.750%        9/16/2023       8.56
LEHMAN BROS HLDG        5.750%       10/15/2023          4
LEHMAN BROS HLDG        5.750%       10/21/2023        7.8
LEHMAN BROS HLDG        5.750%       11/12/2023       9.17
LEHMAN BROS HLDG        5.750%       11/25/2023       6.75
LEHMAN BROS HLDG        5.750%       12/16/2028          9
LEHMAN BROS HLDG        5.750%       12/23/2028          6
LEHMAN BROS HLDG        5.750%        8/24/2029       7.06
LEHMAN BROS HLDG        5.750%        9/14/2029          2
LEHMAN BROS HLDG        5.750%       10/12/2029          6
LEHMAN BROS HLDG        5.750%        3/29/2030       7.06
LEHMAN BROS HLDG        5.800%         9/3/2020       6.25
LEHMAN BROS HLDG        5.800%       10/25/2030       7.06
LEHMAN BROS HLDG        5.850%        11/8/2030        6.5
LEHMAN BROS HLDG        5.875%       11/15/2017        8.5
LEHMAN BROS HLDG        5.900%         5/4/2029       8.06
LEHMAN BROS HLDG        5.900%         2/7/2031       7.06
LEHMAN BROS HLDG        5.950%       12/20/2030       7.06
LEHMAN BROS HLDG        6.000%         4/1/2011         12
LEHMAN BROS HLDG        6.000%        7/19/2012        8.5
LEHMAN BROS HLDG        6.000%        1/22/2020          8
LEHMAN BROS HLDG        6.000%        2/12/2020        7.2
LEHMAN BROS HLDG        6.000%        1/29/2021          8
LEHMAN BROS HLDG        6.000%       10/23/2028        3.1
LEHMAN BROS HLDG        6.000%       11/18/2028          4
LEHMAN BROS HLDG        6.000%        5/11/2029       7.06
LEHMAN BROS HLDG        6.000%        7/20/2029       3.66
LEHMAN BROS HLDG        6.000%        3/21/2031        7.7
LEHMAN BROS HLDG        6.000%        4/30/2034       3.11
LEHMAN BROS HLDG        6.000%        7/30/2034        6.6
LEHMAN BROS HLDG        6.000%        2/21/2036       7.06
LEHMAN BROS HLDG        6.000%        2/24/2036        6.2
LEHMAN BROS HLDG        6.000%        2/12/2037       8.95
LEHMAN BROS HLDG        6.050%        6/29/2029       8.95
LEHMAN BROS HLDG        6.100%        8/12/2023       7.06
LEHMAN BROS HLDG        6.150%        4/11/2031       7.75
LEHMAN BROS HLDG        6.200%        9/26/2014          9
LEHMAN BROS HLDG        6.200%        6/15/2027       7.06
LEHMAN BROS HLDG        6.200%        5/25/2029       7.06
LEHMAN BROS HLDG        6.250%         2/5/2021       7.07
LEHMAN BROS HLDG        6.250%        2/22/2023       7.07
LEHMAN BROS HLDG        6.300%        3/27/2037       10.1
LEHMAN BROS HLDG        6.400%       10/11/2022       3.73
LEHMAN BROS HLDG        6.400%       12/19/2036          7
LEHMAN BROS HLDG        6.500%        7/19/2017       0.01
LEHMAN BROS HLDG        6.500%        2/28/2023        9.5
LEHMAN BROS HLDG        6.500%         3/6/2023        7.2
LEHMAN BROS HLDG        6.500%        9/20/2027       7.06
LEHMAN BROS HLDG        6.500%       10/18/2027       7.06
LEHMAN BROS HLDG        6.500%       10/25/2027       7.06
LEHMAN BROS HLDG        6.500%       11/15/2032       7.06
LEHMAN BROS HLDG        6.500%        1/17/2033          5
LEHMAN BROS HLDG        6.500%       12/22/2036        8.5
LEHMAN BROS HLDG        6.500%        2/13/2037        8.9
LEHMAN BROS HLDG        6.500%        6/21/2037        7.5
LEHMAN BROS HLDG        6.500%        7/13/2037       7.75
LEHMAN BROS HLDG        6.600%        10/3/2022       6.41
LEHMAN BROS HLDG        6.600%        6/18/2027        8.1
LEHMAN BROS HLDG        6.625%        1/18/2012       8.65
LEHMAN BROS HLDG        6.625%        7/27/2027         10
LEHMAN BROS HLDG        6.750%         7/1/2022       7.07
LEHMAN BROS HLDG        6.750%        3/11/2033        9.5
LEHMAN BROS HLDG        6.750%       10/26/2037          7
LEHMAN BROS HLDG        6.800%         9/7/2032        8.9
LEHMAN BROS HLDG        6.850%        8/16/2032        7.6
LEHMAN BROS HLDG        6.850%        8/23/2032          8
LEHMAN BROS HLDG        6.875%         5/2/2018         10
LEHMAN BROS HLDG        6.900%         9/1/2032        6.5
LEHMAN BROS HLDG        6.900%        6/20/2036        7.5
LEHMAN BROS HLDG        7.000%        5/12/2023       8.25
LEHMAN BROS HLDG        7.000%        9/27/2027      10.75
LEHMAN BROS HLDG        7.000%        10/4/2032          5
LEHMAN BROS HLDG        7.000%        7/27/2037        8.9
LEHMAN BROS HLDG        7.000%        9/28/2037          5
LEHMAN BROS HLDG        7.000%       11/16/2037        9.5
LEHMAN BROS HLDG        7.000%       12/28/2037       5.96
LEHMAN BROS HLDG        7.000%        1/31/2038          5
LEHMAN BROS HLDG        7.000%         2/7/2038        8.5
LEHMAN BROS HLDG        7.000%         2/8/2038          7
LEHMAN BROS HLDG        7.000%        4/22/2038       5.04
LEHMAN BROS HLDG        7.050%        2/27/2038       4.95
LEHMAN BROS HLDG        7.100%        3/25/2038          9
LEHMAN BROS HLDG        7.200%        8/15/2009        8.5
LEHMAN BROS HLDG        7.250%        2/27/2038       7.25
LEHMAN BROS HLDG        7.250%        4/29/2038       7.06
LEHMAN BROS HLDG        7.350%         5/6/2038         10
LEHMAN BROS HLDG        7.730%       10/15/2023        9.5
LEHMAN BROS HLDG        7.875%        11/1/2009        8.5
LEHMAN BROS HLDG        7.875%        8/15/2010         10
LEHMAN BROS HLDG        8.000%        3/17/2023       8.63
LEHMAN BROS HLDG        8.050%        1/15/2019        7.1
LEHMAN BROS HLDG        8.500%         8/1/2015         10
LEHMAN BROS HLDG        8.500%        6/15/2022       6.38
LEHMAN BROS HLDG        8.800%         3/1/2015        6.9
LEHMAN BROS HLDG        8.920%        2/16/2017        9.5
LEHMAN BROS HLDG        9.000%       12/28/2022       8.63
LEHMAN BROS HLDG        9.500%       12/28/2022       8.95
LEHMAN BROS HLDG        9.500%        1/30/2023       8.75
LEHMAN BROS HLDG        9.500%        2/27/2023          7
LEHMAN BROS HLDG       10.000%        3/13/2023        8.4
LEHMAN BROS HLDG       10.375%        5/24/2024       10.5
LEHMAN BROS HLDG       11.000%       10/25/2017          8
LEHMAN BROS HLDG       11.000%        3/17/2028        9.7
LEHMAN BROS HLDG       12.120%        9/11/2009       8.63
LEHMAN BROS INC         7.500%         8/1/2026         13
LEINER HEALTH          11.000%         6/1/2012         21
LEVEL 3 COMM INC        2.875%        7/15/2010      56.75
LEVEL 3 COMM INC        6.000%        3/15/2010         65
LEVEL 3 COMM INC       11.500%         3/1/2010       57.2
LIFECARE HOLDING        9.250%        8/15/2013         30
MAGNA ENTERTAINM        7.250%       12/15/2009         51
MAGNA ENTERTAINM        8.550%        6/15/2010       46.2
MAJESTIC STAR           9.500%       10/15/2010      32.38
MAJESTIC STAR           9.750%        1/15/2011        3.5
MANDALAY RESORTS        9.375%        2/15/2010       54.5
MASONITE CORP          11.000%         4/6/2015      14.75
MERISANT CO             9.500%        7/15/2013         23
MERITOR AUTO            6.800%        2/15/2009         90
MERIX CORP              4.000%        5/15/2013         25
MERRILL LYNCH           8.060%         3/9/2011       90.5
MERRILL LYNCH          11.000%        4/28/2009       14.5
MERRILL LYNCH          12.000%        3/26/2010         16
METALDYNE CORP         10.000%        11/1/2013      20.75
METALDYNE CORP         11.000%        6/15/2012          5
MGM MIRAGE              8.375%         2/1/2011      51.05
MGM MIRAGE              8.500%        9/15/2010      61.89
MICHAELS STORES        10.000%        11/1/2014       30.5
MICHAELS STORES        11.375%        11/1/2016       21.5
MILLENNIUM AMER         7.625%       11/15/2026         18
MOMENTIVE PERFOR       11.500%        12/1/2016         27
MORGAN ST DEAN W        1.250%       12/30/2008      74.25
MORRIS PUBLISH          7.000%         8/1/2013         11
MUZAK LLC/FIN          10.000%        2/15/2009       79.5
NCI BLDG SYSTEMS        2.125%       11/15/2024         68
NEFF CORP              10.000%         6/1/2015         22
NEW PLAN EXCEL          7.400%        9/15/2009         25
NEW PLAN EXCEL          7.500%        7/30/2029          8
NEW PLAN REALTY         6.900%        2/15/2028          9
NEW PLAN REALTY         7.650%        11/2/2026         11
NEW PLAN REALTY         7.680%        11/2/2026       12.5
NEW PLAN REALTY         7.970%        8/14/2026         20
NEWARK GROUP INC        9.750%        3/15/2014       10.5
NORTEK INC              8.500%         9/1/2014         31
NORTH ATL TRADNG        9.250%         3/1/2012         41
NTK HOLDINGS INC        0.000%         3/1/2014      21.38
NUTRITIONAL SRC        10.125%         8/1/2009       21.5
NUVEEN INVEST           5.000%        9/15/2010       39.5
NUVEEN INVEST           5.500%        9/15/2015      20.17
OSCIENT PHARM           3.500%        4/15/2011       9.25
OSI RESTAURANT         10.000%        6/15/2015      18.88
PALM HARBOR             3.250%        5/15/2024         35
PARK PLACE ENT          7.500%         9/1/2009       35.1
PARK PLACE ENT          7.875%        3/15/2010         53
PARK PLACE ENT          8.125%        5/15/2011         38
PHH CORP                6.450%        4/15/2010       55.5
PHH CORP                6.700%        4/15/2010      63.38
PIEDMONT AVIAT         10.350%        3/28/2011          1
PIERRE FOODS INC        9.875%        7/15/2012          5
PILGRIM'S PRIDE         7.625%         5/1/2015         10
PILGRIM'S PRIDE         8.375%         5/1/2017       10.2
PINNACLE AIRLINE        3.250%        2/15/2025       66.5
PLIANT CORP            11.125%         9/1/2009         10
PLY GEM INDS            9.000%        2/15/2012         31
PORTOLA PACKAGIN        8.250%         2/1/2012      11.05
POWERWAVE TECH          1.875%       11/15/2024         14
PREGIS CORP            12.375%       10/15/2013       40.5
PRIMUS TELECOM          3.750%        9/15/2010      51.75
PRIMUS TELECOM          8.000%        1/15/2014          5
PRIMUS TELECOM         12.750%       10/15/2009      69.89
PROVIDENCE SERV         6.500%        5/15/2014      18.35
QUALITY DISTRIBU        9.000%       11/15/2010       31.5
RADIAN GROUP            7.750%         6/1/2011         47
RADIO ONE INC           6.375%        2/15/2013         30
RADIO ONE INC           8.875%         7/1/2011       51.5
RAFAELLA APPAREL       11.250%        6/15/2011      38.75
RAIT FINANCIAL          6.875%        4/15/2027      40.63
READER'S DIGEST         9.000%        2/15/2017      24.25
REALOGY CORP           10.500%        4/15/2014         19
REALOGY CORP           12.375%        4/15/2015         19
RESIDENTIAL CAP         8.000%        2/22/2011         20
RESIDENTIAL CAP         8.375%        6/30/2010         10
RESIDENTIAL CAP         8.500%         6/1/2012      10.92
RESIDENTIAL CAP         8.500%        4/17/2013       3.89
RESIDENTIAL CAP         8.875%        6/30/2015          6
RH DONNELLEY            6.875%        1/15/2013         17
RH DONNELLEY            8.875%        1/15/2016       13.5
RH DONNELLEY            8.875%       10/15/2017      14.25
RITE AID CORP           6.875%        8/15/2013         29
RITE AID CORP           7.700%        2/15/2027       14.5
RITE AID CORP           8.500%        5/15/2015       28.5
RITE AID CORP           8.625%         3/1/2015      27.56
RITE AID CORP           9.375%       12/15/2015       26.5
RITE AID CORP           9.500%        6/15/2017       27.5
RJ TOWER CORP          12.000%         6/1/2013          2
ROTECH HEALTHCA         9.500%         4/1/2012      29.88
ROUSE CO LP/TRC         6.750%         5/1/2013      25.89
ROUSE COMPANY           7.200%        9/15/2012       25.5
SABRE HOLDINGS          8.350%        3/15/2016         26
SABRE HOLDINGS          7.350%         8/1/2011       49.5
SCOTIA PAC CO           7.110%        1/20/2014       28.5
SEARS ROEBUCK AC        5.875%         3/5/2009      92.02
SEARS ROEBUCK AC        6.000%       11/24/2008       98.6
SEARS ROEBUCK AC        7.500%        1/15/2013      31.02
SECURUS TECH           11.000%         9/1/2011      54.96
SIRIUS SATELLITE        2.500%        2/15/2009         82
SIRIUS SATELLITE        9.625%         8/1/2013      16.03
SIX FLAGS INC           4.500%        5/15/2015          9
SIX FLAGS INC           9.750%        4/15/2013         13
SLM CORP                4.400%        9/15/2011         22
SPECTRUM BRANDS         7.375%         2/1/2015         26
STANLEY-MARTIN          9.750%        8/15/2015         25
STATION CASINOS         6.500%         2/1/2014          7
STATION CASINOS         6.625%        3/15/2018        8.5
STATION CASINOS         6.875%         3/1/2016        7.5
STATION CASINOS         7.750%        8/15/2016      20.25
STONE CONTAINER         8.375%         7/1/2012      31.75
TEKNI-PLEX INC         12.750%        6/15/2010         65
TENNECO AUTOMOT         8.625%       11/15/2014      34.65
TIMES MIRROR CO         7.250%         3/1/2013          7
TIMES MIRROR CO         7.500%         7/1/2023         10
TOUSA INC               7.500%        3/15/2011       1.25
TOUSA INC               9.000%         7/1/2010       17.5
TOUSA INC               9.000%         7/1/2010         11
TRAVELPORT LLC         11.875%         9/1/2016         24
TRIBUNE CO              4.875%        8/15/2010       11.5
TRIBUNE CO              5.250%        8/15/2015       9.25
TRONOX WORLDWIDE        9.500%        12/1/2012       16.5
TRUE TEMPER             8.375%        9/15/2011         34
TRUMP ENTERTNMNT        8.500%         6/1/2015         15
UAL CORP                4.500%        6/30/2021      37.75
UAL CORP                5.000%         2/1/2021         42
UNISYS CORP             6.875%        3/15/2010      50.53
UNISYS CORP             8.000%       10/15/2012      45.78
UNITED AUTO GRP         3.500%         4/1/2026         48
US LEASING INTL         6.000%         9/6/2011      27.13
USEC INC                6.750%        1/20/2009         95
USFREIGHTWAYS           8.500%        4/15/2010         57
VERASUN ENERGY          9.375%         6/1/2017      13.25
VERENIUM CORP           5.500%         4/1/2027      19.09
VICORP RESTAURNT       10.500%        4/15/2011         10
VION PHARM INC          7.750%        2/15/2012         22
VISTEON CORP            7.000%        3/10/2014          8
VISTEON CORP            8.250%         8/1/2010      40.06
WASH MUT BANK NV        5.550%        6/16/2010      23.63
WASH MUT BANK NV        5.950%        5/20/2013        0.8
WASH MUTUAL INC         4.000%        1/15/2009         59
WASH MUTUAL INC         4.200%        1/15/2010         60
WASH MUTUAL INC         4.625%         4/1/2014         20
WASH MUTUAL INC         8.250%         4/1/2010         18
WCI COMMUNITIES         6.625%        3/15/2015         13
WCI COMMUNITIES         7.875%        10/1/2013          6
WCI COMMUNITIES         9.125%         5/1/2012          8
WILLIAM LYON            7.500%        2/15/2014         19
WILLIAM LYON            7.625%       12/15/2012         29
WILLIAM LYON           10.750%         4/1/2013         25
WIMAR OP LLC/FIN        9.625%       12/15/2014        4.5
WOLVERINE TUBE         10.500%         4/1/2009         85
XM SATELLITE            9.750%         5/1/2014      29.38
XM SATELLITE           10.000%        12/1/2009      38.25
YOUNG BROADCSTNG        8.750%        1/15/2014       2.08
YOUNG BROADCSTNG       10.000%         3/1/2011       2.02



                             *********

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 ***