TCR_Public/081126.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, November 26, 2008, Vol. 12, No. 282

                             Headlines


1537 WEBSTER: Voluntary Chapter 11 Case Summary
2712 MISSION: Files Pre-Packaged Plan and Disclosure Statement
2712 MISSION: Sec. 341(a) Meeting Set for December 23, 2008
AGRIPROCESSORS INC: Court Orders Appointment of Ch. 11 Trustee
AGRIPROCESSORS INC: Chief Held Without Bond Over Bank Fraud

AINSWORTH LUMBER: S&P Lifts Corporate Credit Rating to 'B-'
ALLISON TRANSMISSION: Debt Repurchase Won't Affect S&P's Ratings
AMERICAN HOSPITALITY: Files for Chapter 11 Bankruptcy in Tennessee
AMERICAN HOSPITALITY: Case Summary & 20 Largest Unsec. Creditors
AMERICAN INT'L: Freezes Pay & Takes Out Bonus; To Forgo Raises

ANIXTER INT'L: Mulls Lien & Other Rights in Sales to NetVersant
ANN TAYLOR: Weak Third Quarter Results Cue S&P's Negative Outlook
ANTIOCH CO: Lists Up to $100 Mln. Assts & Up to $500 Mln. Debts
BARNERT HOSPITAL: Obtains Confirmation of Liquidating Plan
BEAR STEARNS: Moody's Cuts 17 Tranches' Ratings From 3 Jumbo Deals

BEAR STEARNS: Moody's Pares Ratings on 100 Tranches From 10 Deals
BEVERLY LEICHLITER: Court Keeps Claim Despite Non-Disclosure
BH S&B: Fails To Get Nod in DIP Loan, But Gets OK on Salaries
BOMBARDIER RECREATIONAL: S&P Cuts Corporate Credit Rating to 'B'
BONTEN MEDIA: S&P Puts 'B' Corp. Rating on CreditWatch Negative

BOSCOV'S INC: Gets $35-Mil. Ch. 11 Exit Loan from Pennsylvania
BOSCOV'S INC: Sale to Boscov Lakin Family Expected to Close Today
BOSCOV'S INC: Hurdles Objections to Sale to Boscov Lakin Family
BOSCOV'S INC: Settlement Pact With Shareholders Gets Court OK
BRINKER INTERNATIONAL: Fitch Downgrades Issuer Ratings to 'BB+'

BTWW RETAIL: Final Liquidation Sale at 78 Locations Begins Today
CAREFREE MULE: Files for Chapter 11 in Phoenix
CARMELA VILLON: Voluntary Chapter 11 Case Summary
CELL THERAPEUTICS: Sept. 30 Balance Sheet Upside Down by $133.3MM
CENTENNIAL COMMS: AT&T Gets 17.7% Stake After Shareholder Deal

CENTENNIAL COMMS: Inks Employment Pacts with CEO & Other Officers
CHRYSLER LLC: Offers Workers Buyouts, to Impose Layoffs Year-End
CITGO PETROLEUM: Fitch Retains Issuer Default Rating at 'BB-'
CITIGROUP INC: Gov't Expects Firm to Consider Breaking Up Co.
CITIGROUP INC: Gov't Rescue Gives Life Back to Company; Shares Up

COHR HOLDINGS: Moody's Junks Rating on Senior Sec. Credit Facility
COMPREHENSIVE CARE: Sept. 30 Balance Sheet Upside Down by $8.6MM
CONCORD CAMERA: Posts $12.6 Million Net Loss in FY Ended June 28
COPPERFORD LLC: Court Sets Hearing on January 14, 2009
CPW ACQUISITION: Files For Chapter 11 w/ Related Firm

CREATIVE DESPERATION: Claims Judge Biased in Bankruptcy Case
CREDIT SUISSE: Fitch Downgrades Ratings on 4 Certificate Classes
DAYJET CORP: Files for Chapter 7 Bankruptcy in Delaware
DBSI INC: Investors Want Examiner Appointed
DEAN C. HENNING: Case Summary & 20 Largest Unsecured Creditors

DEI HOLDINGS: S&P Withdraws 'B' Rating at Company's Request
DOWNEY FINANCIAL: S&P's Counterparty Credit Rating Tumbles to 'D'
DIOMED HOLDINGS: Plan Confirmation Hearing Continued to December 4
DOWNEY FINANCIAL: Moody's Downgrades Senior Unsecured Rating to C
EARTHFIRST CANADA: Can't File 3rd Quarter Financial Report on Time

ECLIPSE AVIATION: Files for Chapter 11 Protection in Delaware
ECLIPSE AVIATON: Case Summary & 56 Largest Unsecured Creditors
EMAN REALTY: Case Summary & 6 Largest Unsecured Creditors
EQUA-CHLOR LLC: Files Plan to Repay Creditors in Turn for Debt
FALCON FINANCIAL: Moody's Reviews Ratings on 25 Classes

FANNIE MAE: Appoints David M. Johnson as Chief Financial Officer
FGIC CORP: Fitch Withdraws Junk Ratings
FINANCIAL GUARANTY: S&P Junks Financial Strength Rating From 'BB'
FIRSTLIGHT HYDRO: S&P Confirms 'BB-' Rating on $320 Mil. Bonds
FIRSTLIGHT POWER: S&P Cuts Rating on First-Lien Facilities to 'B+'

FRED LEIGHTON: Merrill Lynch Wants A Chapter 11 Trustee
G SQUARED: Case Summary & 21 Largest Unsecured Creditors
GE COMMERCIAL: S&P Affirms Low-B Ratings on 4 Classes of Certs.
GENERAL GROWTH: Fidelity Discloses 13.9% Equity Stake
GREATWIDE LOGISTICS: Gets Final Approval for $73.6MM Financing

HEARTLAND AUTOMOTIVE: Files Plan to Stay with Jiffy Lube
HEAVEN INVESTMENT: Files Amended Schedules of Assets and Debts
HERNANDO OAKS: Case Summary & 20 Largest Unsecured Creditors
HOME INTERIORS: Reports $5.6M Net Loss in October
HRP MYRTLE: Court OKs. Dec. 15 Auction for Project

INNOVATIVE STEEL: Case Summary & 20 Largest Unsecured Creditors
INVESTMENTS & STRATEGIES: Case Summary & 3 Largest Creditors
IOWA TELECOMMUNICATIONS: Moody's Ratings Unmoved by Sherburne Deal
IOWA TELECOMMUNICATIONS: Sherburne Merger Cues S&P's Rating Cuts
KATHY COX: Files for Chapter 7 Liquidation

KNOBLAUCH BUILDERS: Judge Frank Approves Disclosure Statement
KOSSIE R. POWEL: Case Summary & 20 Largest Unsecured Creditors
LAND O'LAKES: Material Weakness Won't Affect Moody's 'Ba1' Rating
LANDAMERICA FINANCIAL: Fitch Cuts Issuer Default Rating to 'B'
LANDAMERICA FINANCIAL: S&P Cuts Counterparty Credit Rating to 'B-'

LB UBS: S&P Affirms Low-B Ratings on Three Classes of Certificates
LEVEL 3: Moody's Cuts Probability of Default Rating to Ca
LEXINGTON PRECISION: Has Until Jan. 26 to File Chapter 11 Plan
LEXINGTON PRECISION: US Trustee Objects to Amended Plan
LIGHTPOINT CLO: Moody's Downgrades Ratings on Two Classes of Notes

LODGENET INTERACTIVE: Moody's Cuts Corporate Family Rating to 'B3'
LOOK COMMUNICATIONS: August 31 Balance Sheet Upside-Down by C$6MM
MBD INC: Owner Andrew Meghdadi Blames Bankruptcy on Housing Slump
MERCURY COMPANIES: Court Sets Jan. 30 Claims Bar Date
MERCURY COMPANIES: May Employ General Aviation as Aircraft Broker

MERCURY COMPANIES: May Employ Garden City as Claims Agent
MERCURY COMPANIES: Committee Wants to Retain Jessop as Counsel
MEZZ CAP: Fitch Cuts and Assigns Rating Outlooks to Six Classes
MILANO, CLAURE LLC: Case Summary & 20 Largest Unsecured Creditors
MORGAN STANLEY: S&P Puts 'D' Ratings 1999-FNVI Classes L and K

MTM REALTY TRUST: Case Summary & 10 Largest Unsecured Creditors
NEBRASKA EDUCATIONAL: Fitch Cuts Rating on $19.5 Mil. Bonds to BB
NETVERSANT SOLUTIONS: Bankruptcy May Impact Anixter's Financials
NETVERSANT SOLUTIONS: Anixter Int'l Mulls Lien & Other Rights
OFFICEMAX INC: S&P Changes Outlook to Negative & Holds BB- Rating

OPTI CANADA: Moody's Cuts Sr. Sec. Rating on $1.75BB Notes to B2
OXIGENE INC: Posts $7.1 Million Net Loss in Qtr. Ended Sept. 30
O'CHARLEY'S INC: S&P Keeps 'B+' Corp. Rating; Outlook Negative
PASADENA CDO: S&P Downgrades Ratings on Class B and C Notes
PEOPLE'S CHOICE: Settles $2.6-Mil. Claim By WaMu Bank

PIERRE FOODS: Seeks Court Nod to Obtain $95 Million Exit Facility
POLE & STEEL: Case Summary & 20 Largest Unsecured Creditors
PREMIUM LOAN: Moody's Junks Rating on $7 Million Class D Notes
PRIMUS GUARANTY: NYSE Assigns a .BC Indicator on Trading Symbol
PROPEX INC: Court OKs Renewal of National Union Insurance Program

PROPEX INC: Wants to Extend & Modify Insurance Policies
PROPEX INC: Seeks to Sign AFCO Premium Financing Pact
PULMISERVE: Case Summary & Five Largest Unsecured Creditors
QUIKSILVER INC: Weak Credit Measures Cue S&P to Cut Rating to 'B+'
REAL MEX: Moody's Lifts Corporate Family Rating to 'Caa2'

SEA CONTAINERS: Wins Court Confirmation of 4th Amended Plan
SEMGROUP ENERGY: NASDAQ Extends 10-Q Filing Deadline to Feb. 17
SEMGROUP LP: EBITDA is Negative $34.5 Million in September
SOUTH DAKOTA: Owner Indicted on Bank, Wire & Mail Fraud
STEVE & BARRY'S: New Owner Gets OK on Salaries; Loan Still Pending

SUNWEST MANAGEMENT: Wins Court Nod to Sell 7 Facilities
SUN-TIMES MEDIA: September 30 Balance Sheet Upside-Down by $321MM
SUN-TIMES MEDIA: K Capital Considers Merger or Sale Transactions
SUN-TIMES MEDIA: President, CEO Discloses Owning 307,916 Stake
SYNTAX-BRILLAN: Judge Orders Arrest of Recalcitrant Buyers

T H AGRICULTURE: Files for Ch. 11 Bankruptcy and Prepackage Plan
T H AGRICULTURE: Case Summary & 30 Largest Unsecured Creditors
TOXIN ALERT: Fails to File FY Results, Gets Cease Trade Order
TRI-STATE FINANCIAL: South Dakota Ethanol Plant Files in Omaha
TROPICANA ENTERTAINMENT: Inks Deal w/ Casino Buyer; Sale Cancelled

USG CORP: Current Initiatives to Provide $125MM in Yearly Savings
USG CORP: To Close Wallboard Manufacturing Lines in Some States
USG CORP: To Sell $400M of Convert. Notes to W. Buffet and Fairfax
USG CORP: Valerie Jarrett Steps Down as USG Director
VERASUN ENERGY: Closes Dyersville & Woodbury Ethanol Plants

VERASUN ENERGY: Corn Farmers Object to Supply Contracts Rejection
VERASUN ENERGY: Farmers Form Ad Hoc Group in Chapter 11 Case
VERASUN ENERGY: Receives Unsolicited Bid for All Assets
VERASUN ENERGY: South Dakota & Iowa Regulators to Probe Firm
VINEYARDS PROPERTY: Files for Chapter 11 on Nov. 20

WASHINGTON MUTUAL: Settles $2.6-Mil. Claim vs. People's Choice
WASHINGTON MUTUAL: U.S. Trustee Opposes Support to WM Mortgage
WASHINGTON MUTUAL: Wants Protocol for Sale of SCF Investments
WELLS FARGO: Moody's Cuts Ratings on 77 Tranches From 15 Deals

* 76% of Supplier Execs. Back Gov't Bailout for GM, Says PPI
* Butler Rubin Launches Bankruptcy and Insolvency Practice
* Ford's Rating Cut Cues S&P's Junk Ratings on Michigan Automakers
* Moody's Says Newspaper Industry Outlook Remains Negative
* Moody's Says Transit Systems to Get Less SILO/LILO Payments

* Seyfarth Shaw Adds 14 Lawyers to Business Services Department
* S&P Cuts Ratings on 158 Classes From Seven Alt-A RMBS Deals
* S&P Downgrades Ratings on 78 Tranches From 21 Hybrid CDO Deals
* S&P Downgrades Ratings on 238 Classes of RMBS Securities
* S&P Report Says 868 Issuers Poised for Downgrades Globally

* Upcoming Meetings, Conferences and Seminars


                             *********

1537 WEBSTER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 1537 Webster, LLC
        1086 Grand Avenue
        P. O. Box 1027
        South San Francisco, CA 94080

Case No.: 08-32255

Petition Date: November 24, 2008

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Debtor's Counsel: John S. Morken, Sr., Esq.
                  Morken Law Office
                  760 Market St. #938
                  San Francisco, CA 94102
                  Tel: (415) 391-6140
                  Email: jomork@aol.com

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

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

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


2712 MISSION: Files Pre-Packaged Plan and Disclosure Statement
--------------------------------------------------------------
2712 Mission Partners, L.P. filed with the U.S. Bankruptcy Court
for the Northern District of California on Nov. 20, 2008, a pre-
packaged Plan of Reorganization and Disclosure Statement
explaining that plan.

The Debtor filed for Chapter 11 on Nov. 20, 2008, to avoid
foreclosure on its 32,000 sq. ft., two-story brick office building
located at 2712 Mission Street, in San Francisco, resolve all
objectionable claims in the bankruptcy process, and restructure.

Bill Rochelle of Bloomberg reports that the building, with
$24.5 million in mortgages, is under lease with the city of San
Francisco for $103,000 a month rent.  The building was appraised
for $13.5 million earlier this year.  The owner disputes the
validity of the $13.9 million third mortgage on the building,
according to the report.

The Plan calls for paying the mortgage holder $500,000 in complete
satisfaction of the secured claim.  The mortgage was given as
additional security for an unrelated obligation of an insider.

              Debts Secured by the Mission Property

In addition to unpaid property taxes, the Mission Property is
encumbered by three deeds of trust.  The first priority deed of
trust is held by Los Angeles Financial Credit Union ("LAFCU").
The second priority deed of trust is held by Redwood Mortgage
Investors VIII.  The third priority deed of trust is held MKA Real
Estate Opportunity Fund, LLC.

The Mission Property is currently encumbered with the following
liens with their approximate respective balances owing as of
Nov. 18, 2008:

          LAFCU             $9,229,000.00
          Redwood           $1,164,400.00
          MKA              $13,949,118.00
          Property Tax        $201,873.00
          Total            $24,544,391.00

Los Angeles Financial Credit Union, Redwood Mortgage Investors
VIII, and MKA Real Estate Opportunity Fund, LLC have all recorded
Notices of Default on the Mission Property.  LAFCU also has filed
complaints in state court seeking (1) judicial foreclosure and (2)
the appointment of a receiver.

Mission Partners disputes any obligation to MKA as well as the
validity, extent and priority of the MKA lien.  The Debtor
believes that any obligation to MKA could be set aside as a
fraudulent conveyance in its bankruptcy case, but as this would
result in costly litigation, the parties have agreed to settle,
with MKA releasing Mission Partners in exchange for a one time
payment of $500,000.

                           Plan Funding

The key feature of the Plan is the Refinancing of the Mission
Property through Redwood, the second priority deed of trust
holder.  Upon confirmation of the Plan, the Refinance will provide
enough monthly to bring the first and second priority deeds of
trust current, pay the property taxes, provide the $500,000
settlement payment to satisfy the obligation secured by the third
priority lien, and pay remaining creditors.

       Classification and Treatment of Claims and Interests


Class    Type of Claim       Treatment               Status
-----    -------------       ---------               ------

A-1      Allowed Secured     Default to be           Unimpaired
          Claim of LAFCU      Cured

A-2      Allowed Secured     Default to be           Unimpaired
          Claim of Redwood    Cured

A-3      Allowed Secured     To be paid $500,000     Impaired
          Claim of MKA        in full satisfaction
                              of secured claim

A-4      Secured Property    To be paid in full      Unimpaired
          Taxes

B        Priority Unsecured  To be paid in full      Unimpaired
          Claims, if any

C        General Unsecured   To be paid Pro Rata     Impaired
          Creditors           payments in Cash up
                              to the amount of such
                              Allowed Claims to the
                              extent of the value
                              of all property and
                              assets belonging to
                              Reorganized Debtor,
                              if any

Mission Partners anticipates that at least one Class of Secured
Claims, whose Class is unimpaired, may reject the Plan. In such
case, Mission Partners, as the Debtor, expects to seek
confirmation notwithstanding such rejection pursuant to Sec.
1129(b)(2)(A) of the Bankruptcy Code..

                       Unclassified Claims

Pursuant to the requirements of the Bankruptcy Code, the Plan
provides that holders of Allowed Administrative Claims and U.S.
Trustee Fees will receive Cash in the amount of their Claim as of
the Effective Date of the Plan.  The Debtor believes that no such
Claims exist with the exception of the fees and expenses of
professionals to be employed by the Debtor.  The Debtor estimates
that projected unpaid professional fees as of the Effective Date
of the Plan will be less than $50,000.

Pursuant to Sec. 1123(a)(1) of the Bankruptcy Code, Unclassified
Tax Claims entitled to priority under Sec. 507(a)(8) of the
Bankruptcy Code are not classified.  Mission Partners believes
that no such Unsecured Claims exist.  Sec. 1129(a)(9)(c) of the
Bankruptcy Code requires the Plan to provide certain minimum
payments in cash to the holders of such claims plus interest
thereon.  The Plan provides that if any such Unclassified Tax
Claims exist, such Claims will be paid in accordance with the
forgoing requirement.

                       Liquidation Analysis

The Debtor tells the Court that the Plan provides for payment to
Unsecured Claims that, for practical purposes, is more than what
unsecured creditors would receive in a Chapter 7 liquidation.  The
Debtor adds that the encumbrances on the Mission Property are
approximately $24,522,518, and that even if the property could be
sold for $14.9 million, based on the Mission Partners' appraisal
in January of 2008, without deducting costs of sale, a deficiency
of about $9,622,518 would remain, leaving nothing for unsecured
creditors.

A full-text copy of 2712 Mission Partners, L.P.'s Pre-packaged
plan of reorganization dated Nov. 19, 2008, is available for free
at http://researcharchives.com/t/s?354d

A full-text copy of 2712 Mission Partners, L.P.'s Disclosure
Statement explaining the Debtor's Pre-packaged Plan of
Reorganization dated Nov. 19, 2008, is available for free at:

               http://researcharchives.com/t/s?354e

Redondo Beach, Calif.-based 2712 Mission Partners, L.P. was formed
in March of 2000 for the purpose of acquiring, developing and
managing the property commonly known as 2712 Mission Street, in
San Francisco.  Mission Partners' managing General Partner is
Amigos Especiales Company Inc., which holds a 1% interest.
Mission now has one limited partner, Michael Kilroy, who owns a
99% interest.  The Debtor filed for Chapter 11 relief on Nov. 20,
2008 (Bankr. N.D. Calif. Case No. 08-32226).  Marianne Dickson,
Esq., and Scott H. McNutt, Esq., at McNutt Law Group, are the
Debtor's proposed bankruptcy counsel.  When the Debtor filed for
protection from its creditors, it listed total assets of
$13,638,938 and total debts of $26,205,163.


2712 MISSION: Sec. 341(a) Meeting Set for December 23, 2008
-----------------------------------------------------------
The United States Trustee for Region 17 will convene a meeting of
2712 Mission Partners, L.P.'s creditors at 1:00 p.m.., on Dec. 23,
2008, at the U.S. Trustee Office, 235 Pine Street, Suite 850, in
San Francisco, California.

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.

Redondo Beach, Calif.-based 2712 Mission Partners, L.P. was formed
in March of 2000 for the purpose of acquiring, developing and
managing the property commonly known as 2712 Mission Street, in
San Francisco.  Mission Partners' managing General Partner is
Amigos Especiales Company Inc., which holds a 1% interest.
Mission now has one limited partner, Michael Kilroy, who owns a
99% interest.  The Debtor filed for Chapter 11 relief on Nov. 20,
2008 (Bankr. N.D. Calif. Case No. 08-32226).  Marianne Dickson,
Esq., and Scott H. McNutt, Esq., at McNutt Law Group, are the
Debtor's proposed bankruptcy counsel.  When the Debtor filed for
protection from its creditors, it listed total assets of
$13,638,938 and total debts of $26,205,163.


AGRIPROCESSORS INC: Court Orders Appointment of Ch. 11 Trustee
--------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of New
York authorized the United States Trustee for Region 2 to appoint
a Chapter 11 Trustee for the Chapter 11 case of Agriprocessors
Inc., Bill Rochelle of Bloomberg News reports.

Bill Rochelle of Bloomberg said that the Court said that there is
an urgent need for financing, which necessitated the appointment
of a trustee.  The secured lender was unwilling to provide
financing to the company without a third party in control, Mr.
Rochelle reported.

According to Bloomberg, the Chapter 11 Trustee will take control
away from the Rubashkin family.  The U.S. Trustee told the Court
how the company's chief executive officer Sholom Rubashkin was
arrested for defrauding the lender by diverting collateral and
inflating accounts receivables, the report says.

Mr. Rochelle adds the U.S. government alleged that the company's
human resources department had a handful of fraudulent resident
alien cards.  Mr. Rushkin also allegedly violated the Iowa child
labor laws, he adds.

                        About Agriprocessors

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

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


AGRIPROCESSORS INC: Chief Held Without Bond Over Bank Fraud
-----------------------------------------------------------
A U.S. magistrate judge in Iowa decided to hold Agriprocessors
Inc.'s chief executive officer, Sholom Rubashkin, without bond
pending trial on bank fraud charges, Bloomberg News reports.

The judge's ruling came after the U.S. Bankruptcy Court for
Eastern District of New York appointed a Chapter 11 trustee for
the Agriprocessors.  The trustee has assumed management of the
company from the CEO.

According to the report, the magistrate decided to keep
Mr. Rubashkin after evidence said that he had "thousands of
dollars of cash at home in a bag containing passports for himself
and some of his 10 children."

Mr. Rubashkin was arrested on charges of defrauding the company's
secured lender.

                        About Agriprocessors

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

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


AINSWORTH LUMBER: S&P Lifts Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised the long-term corporate
credit rating on Vancouver-based oriented strandboard producer
Ainsworth Lumber Co. Ltd. to 'B-' from 'SD'.  The outlook is
negative.

At the same time, S&P raised the rating on the company's senior
secured loan to 'B+' (two notches higher than the corporate credit
rating) from 'CCC'.  The recovery rating has been revised to '1'
from '2', indicating an expectation of very high (90%-100%)
recovery in the event of default.

S&P also raised the rating on the company's unsecured debt to 'B-'
(the same as the corporate credit rating) from 'CC', and assigned
a recovery rating of '3' to the debt, representing a meaningful
(50%-70%) recovery in a default scenario.  The ratings on both the
senior secured and unsecured debts have been removed from
CreditWatch positive, where they were placed July 31, 2008.

"The upgrade is based on reduced debt levels and improved
liquidity," said Standard & Poor's credit analyst Jatinder Mall.

The ratings on Ainsworth Lumber reflect S&P's view of its exposure
to the volatile OSB market, expectations of weak profitability in
the next two years, and a highly leveraged capital structure.
These risks are partially mitigated by the company's low cost
position stemming from strong Canadian assets and adequate
liquidity to weather weak industry conditions in the next two
years.

The negative outlook on the company reflects Standard & Poor's
expectations of weak profitability and negative free cash
generation if the current depressed industry conditions persist.
S&P could lower the ratings on Ainsworth if OSB prices decline
further, leading to a cash burn rate that is greater than
anticipated, and if liquidity dips below C$100 million in the
next 12 months.  On the other hand, an upgrade is unlikely given
industry conditions but would require improvement in the company's
profitability, with a funds from operations-to-debt ratio of about
12%-15% and leverage of below 5.5x.


ALLISON TRANSMISSION: Debt Repurchase Won't Affect S&P's Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Allison Transmission Inc. (B+/Negative/--) are not immediately
affected by the company's possible repurchase of term loan debt at
a discount to par.

Allison has not announced plans for a tender offer as of
November 24, 2008.  However, it recently received permission from
holders of its $3.1 billion senior secured term loan to use up to
$750 million to buy back debt at market prices over the life of
the term loan, which matures in 2014.  Lenders who elect to tender
their debt to the company would be paid in cash, with the price
determined through a Dutch auction process.

Although such repayments would likely be made at a price
significantly below par, which diverges from the original
obligation terms, S&P acknowledges that the company would be
making these payments with excess liquidity.  Should Allison
repurchase a significant amount of debt through a tender offer,
S&P would assess the effect on the company's leverage and
interest-coverage ratios, as well as its liquidity.

As of Sept. 30, 2008, Allison's cash balances were $284 million,
well in excess of the company's operating needs.  In addition,
Allison continues to generate free operating cash flow, and S&P
expects it to continue doing so, although at slightly lower levels
because of persistent weak demand in the U.S. commercial vehicle
industry which, in S&P's view, will continue through most, if not
all, of 2009.


AMERICAN HOSPITALITY: Files for Chapter 11 Bankruptcy in Tennessee
------------------------------------------------------------------
Bloomberg News' Erik Larson reports that American Hospitality
Corp. made a voluntary filing under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the Middle District of Tennessee due to a lawsuit filed by Bank of
New York Mellon Corp.

According to Bloomberg, the lawsuit is calling for a receiver and
a $3.8 million prepayment penalty on a disputed $10.5 million loan
deal.

E. Thomas Wood of the NashvillePost.com says the company defaulted
on its obligation with the bank.  The lawsuit has named Farzin
Ferdowsi, Homayoun Aminmadani and Michael Shahsavari as co-
defendants, Mr. Wood notes.  The company intended to pay back
disputed intercompany transfers in 2007 but failed to do so, he
adds.

AHC President and Chief Financial Officer Michael Shahsavari said
in a statement that severe decline in revenues of the company's
Taco Bell business due to a nationwide negative publicity related
to the E.coli event made it difficult for owners to raise funds.
"The negative publicity related to the incidents resulted in a
1.79% decline in 2007 sales as compared to 2006, approximately
$797,000.  This decline in sales was the main cause leading to the
technical default with financial covenants relating to
restructured debt," Mr. Wood quoted the company's auditors Hill
Harper & Associates as saying.

The company and three units that franchise from Kentucky-based
Yum! Brands Inc., Bloomberg citing papers filed with the Court,
listed assets and debts more than $50 million each.  The company
owes $2.24 million in unsecured claims to McLane Foodservice Inc.,
the report says.

In addition, the company owes $9.45 million to a group of lenders
led by Archon Group LP and $9.47 million to unit of Capmark
Financial Group Inc, Bloomberg says.

A full-text copy of the bank's complaint is available for free
at http://ResearchArchives.com/t/s?353e

A full-text copy of the company's financial statements and
schedules for the years ended 2007 and 2006 is available for free
at http://ResearchArchives.com/t/s?353e

                    About American Hospitality

Based in Brentwood, Tennessee, American Hospitality Corp.
operates a chain of restaurants in Alabama, Georgia, Kentucky,
North Carolina, South Carolina and Tennessee.  The company's
subsidiaries are East West Enterprises, EW Huntsville and
Restaurant Management of Carolina.


AMERICAN HOSPITALITY: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: American Hospitality Corporation
        1728 General George Patton Drive, Suite 200
        Brentwood, TN 37027

Bankruptcy Case No.: 08-11013

Chapter 11 Petition Date: November 21, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: G. Rhea Bucy
                  Rbucy@GSRM.com
                  Linda W. Knight
                  LKNIGHT@GSRM.COM
                  Thomas H. Forrester
                  TForrester@GSRM.COM
                  Gullett, Sanford, Robinson, Martin
                  P.O. box 198888
                  Nashville, TN 37219-8888
                  Tel: (615) 244-4994
                  Fax: (615) 256-6339

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
McLane Foodservice, Inc.       distributor       $2,247,319
c/o Bank of America
7188 Collection Center Dr.
Chicago, IL 60693
Tel: (972) 364-2148

PrimeSource FSE                trade debt        $14,382
P.O. Box 678278
Dallas, TX 75267-8278
Tel: (214) 273-5977

UFPC, LLC                      trade debt        $9,237
P.O. Box 32033
Louisville, KY 40232
Tel: (502) 896-5900

Easy Does It Landscaping       landscaping       $8,130

Butts Food, Inc.               distributor       $5,543

Hill, Harper & Associates, PC  trade debt        $3,984


Ceilbright, LLC                trade debt        $3,599

Tree of Life Landscape         landscaping       $2,400

Partech, Inc.                  trade debt        $2,216

Shoes for Crews, Inc.          uniforms          $2,029

Waste Management               waste removal     $1,957

NUCO2, Inc.                    trade debt        $1,620

Gregory O'Miller               trade debt        $1,500

R.F. Technologies, Inc.        trade debt        $1,268

Ready Access                   trade debt        $1,230

Suburban Propane               propane           $1,109

South Central Sound            trade debt        $814

Barco of California, Inc.      trade debt        $631

Sparkman Electric              repairs           $614

Ecotech Recycling              recycling         $570


AMERICAN INT'L: Freezes Pay & Takes Out Bonus; To Forgo Raises
--------------------------------------------------------------
Hugh Son and Karen Freifeld at Bloomberg News report that American
International Group Inc. has frozen pay and scrapped bonuses for
seven top leaders, and will forgo pay raises for the next 50
highest-ranked executives through 2009.

Bloomberg relates that New York Attorney General Andrew Cuomo
demanded last week that AIG disclose compensation plans.  The
report says that after lawmakers and regulators criticized AIG for
bad bets that forced the insurer to turn to the government for
bailout, Mr. Liddy is cutting costs.

Mr. Cuomo said in a statement, "It is only fair that top
executives, who benefit the most when firms do well, should also
bear the burden of the difficult economic consequences their firms
now face.  Taxpayers have been slammed with a one-two punch,
seeing their investments dwindle while simultaneously having to
fund the Wall Street bailout."

According to Bloomberg, AIG said that Chief Executive Officer
Edward Liddy will get a $1 salary through 2009 and an unspecified
number of equity grants that "show his confidence" in the company.
He will also be eligible for a bonus in 2010 and won't get any
severance, says Bloomberg.  The report states that Mr. Liddy was
previously working without pay.

Bloomberg relates that Paula Rosput Reynolds, who was hired in
October 2008 to lead AIG's restructuring, won't get any pay or
bonus this year.  Citing AIG, the report says that Ms. Reynolds'
compensation next year, besides salary, will be tied to company
progress.

              About American International Group

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

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

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

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

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

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

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


ANIXTER INT'L: Mulls Lien & Other Rights in Sales to NetVersant
---------------------------------------------------------------
Anixter International Inc. is evaluating its position with respect
to lien or other rights it may have in connection with sales to
NetVersant Solutions, Inc.

On Nov. 19, 2008, NetVersant Solutions filed for protection under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware.  In those filings, NetVersant
Solutions showed Anixter International and its subsidiaries to be
unsecured creditors in the amount of $28.6 million.

Anixter International anticipates recording an expense of
approximately $20 million to $22 million in the fourth quarter of
2008 to increase its reserve for doubtful accounts.

Anixter International President and CEO Bob Eck said, "We are
obviously disappointed with the bankruptcy of a customer with whom
we have a long term working relationship.  In this challenging
economic environment we are continuing to work closely with all of
our customers and suppliers to maintain constructive business
relationships.  A current assessment of our key customer
relationships shows this situation to be unique in terms of the
circumstances and relative size of the exposure."

                    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.

                           About Anixter

Anixter International Inc. -- http://www.anixter.com/-- is the
world's largest distributor of communication products and
electrical and electronic wire and cable, and a leading
distributor of fasteners and other small parts ("C" class
inventory components) to original equipment manufacturers.

The company has nearly US$725 million in inventory of more than
325,000 products, logistics network of 197 warehouses with more
than 5 million square feet of space. It has operations in Latin
American countries including Mexico, Costa Rica, Brazil and
Chile.

                            *    *    *

As reported in the Troubled Company Reporter-Latin America on
Nov. 2, 2007, Fitch Ratings affirmed Anixter International Inc.'s
'BB+' issuer default rating and its 'BB-' senior unsecured debt
ratings.  Fitch also affirmed its 'BB+' issuer default, senior
unsecured notes, and senior unsecured bank credit facility ratings
on Anixter Inc.


ANN TAYLOR: Weak Third Quarter Results Cue S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
New York City-based Ann Taylor Inc. to negative from stable.  At
the same time, S&P affirmed its 'BB-' corporate credit rating on
the company.

"The outlook revision is due to ANN's very weak third-quarter
performance," said Standard & Poor's credit analyst Jackie E.
Oberoi, "including net sales that declined 12% from the third
quarter of 2007."  S&P expects continued soft performance through
the fourth quarter, which is likely to result in credit metrics
that will be weak for the rating, including leverage of more than
3x.  "Further weakness into 2009 is also likely," added Ms.
Oberoi.


ANTIOCH CO: Lists Up to $100 Mln. Assts & Up to $500 Mln. Debts
---------------------------------------------------------------
Sam Black at Minneapolis/St. Paul Business Journal reports that
The Antioch Co. has listed assets of $50 million to $100 million
and debts of $100 million to $500 million.

Antioch blamed its bankruptcy on the weakening scrapbooking
industry and obligations of its worker stock-ownership plan,
Business Journal relates.

According to Business Journal, Antioch hasn't laid off any of its
500 workers in St. Cloud since filing for Chapter 11 protection,
nor has it changed its relationship with more than 55,000
independent contractors who sell its scrapbooking wares at
Tupperware-style parties.

Business Journal quoted Antioch CEO Asha Morgan Moran as saying,
Antioch is "a really good company with a really bad balance
sheet."  The company's headquarters is listed as Yellow Springs,
Ohio, says the report.

                          About Antioch

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

As reported in the Troubled Company Reporter on Nov. 17, 2008, The
Antioch Co. reached an agreement with its lenders to restructure
its debt.  To facilitate this agreement, Antioch and six of its
subsidiaries filed voluntary petitions for Chapter 11 protection
with the U.S. Bankruptcy Court for the Southern District of Ohio.


BARNERT HOSPITAL: Obtains Confirmation of Liquidating Plan
----------------------------------------------------------
According to Bloomberg News, Nathan and Miriam Barnert Hospital
obtained confirmation from the U.S. Bankruptcy Court for the
District of New Jersey of its liquidating Chapter 11 plan last
week.

Bill Rochelle of Bloomberg notes that the Plan won't even pay
administration claims in full unless the trustee of a liquidating
trust is successful in bringing so-called avoidance actions,
according to the disclosure statement.  He adds that unsecured
creditors with more than $24 million in claims will only receive a
distribution from successful suits.

The company closed its 256-bed acute-care hospital in Paterson,
New Jersey, last February, and later sold the hospital in June.

                     About Barnert Hospital

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital -- http://www.barnerthospital.com/-- previously
owned and operated a 256 bed general acute care community hospital
located at 680 Broadway in Paterson, New Jersey.  The company
filed for chapter 11 protection on Aug. 15, 2007 (Bankr. D. N.J.
Case No.07-21631).  David J. Adler, Esq., at McCarter & English,
LLP, represents the Debtor in its restructuring efforts.  Warren
J. Martin Jr., Esq. and John S. Mairo, Esq., at Porzio Bromberg &
Newman, P.C., represent the Official Committee of Unsecured
Creditors in this case.  Donlin Recano & Company Inc. is the
Debtor's claims, noticing, and balloting agent.  The Debtor's
schedules reflect total assets of $46,600,967 and total
liabilities of $61,303,505.


BEAR STEARNS: Moody's Cuts 17 Tranches' Ratings From 3 Jumbo Deals
------------------------------------------------------------------
Moody's Investors Service has downgraded 17 tranches and confirmed
one tranche from 3 Jumbo transactions issued by Bear Stearns in
2006 and 2007.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, prime Jumbo mortgage loans.  The
actions are triggered by higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to currently available credit enhancement levels.  The
actions reflect Moody's revised expected losses on the Jumbo
sector announced in a press release on Sept. 18, and are part of
Moody's on-going review process.

Moody's final rating actions are based on current ratings, level
of credit enhancement, collateral performance and updated pool-
level loss expectations.  Moody's also took into account credit
enhancement provided by seniority, cross-collateralization, time
tranching, and other structural features within the Aaa
waterfalls.

Complete rating actions are:

Issuer: Bear Stearns ARM Trust 2006-1

  -- Cl. A-1, Downgraded to Aa1 from Aaa
  -- Cl. A-2, Confirmed at Aaa
  -- Cl. A-3, Downgraded to Aa1 from Aaa
  -- Cl. A-4, Downgraded to Baa2 from Aaa

Issuer: Bear Stearns ARM Trust 2007-2

  -- Cl. I-A-1, Downgraded to B3 from Aaa
  -- Cl. I-A-2, Downgraded to Caa3 from Aaa
  -- Cl. II-A-1, Downgraded to B3 from Aaa
  -- Cl. II-A-2, Downgraded to Caa3 from Aaa
  -- Cl. III-A-1, Downgraded to B3 from Aaa
  -- Cl. III-A-2, Downgraded to Caa3 from Aaa
  -- Cl. IV-A-1, Downgraded to Baa1 from Aaa
  -- Cl. IV-A-2, Downgraded to Caa3 from Aaa

Issuer: Bear Stearns ARM Trust 2007-4

  -- Cl. I-1A-1, Downgraded to Baa1 from Aaa
  -- Cl. I-1A-2, Downgraded to B3 from Aa1
  -- Cl. I-1X-1, Downgraded to Baa1 from Aaa
  -- Cl. I-2A-1, Downgraded to Baa1 from Aaa
  -- Cl. I-2A-2, Downgraded to B3 from Aa1
  -- Cl. I-2X-1, Downgraded to Baa1 from Aaa

Moody's calculates estimated losses for Jumbo RMBS in a two-stage
process.  First, serious delinquencies are projected through late
2009, primarily based upon recent historical performance.  These
projected delinquencies are converted into projected losses using
lifetime roll rates (the probability of transition to default)
averaging 40% for 60-day delinquencies, 75% for delinquencies
greater than 90 days, and 90-100% for foreclosure or REO, and
severity assumptions averaging 35%.

The second step is to determine losses for the remaining life of
the deal, following the projection period.  Depending on a deal's
performance, including delinquency, default, and prepayment rates,
as well as collateral characteristics, such as loan type (fixed or
adjustable), or loan-to-value ratios and geographic concentrations
of remaining current loans, Moody's assumes varying degrees of
slowing in the loss rate (which is measured by loss-to-
liquidation) for the remaining life of the deal.

Typical degrees of slowing in loss rate after late 2009 range from
no slowing at all to 40% slowing.  To take an example, a deal with
very poor early performance due to relatively high loan-to-value
ratios and dropping regional home values would be expected to see
markedly high delinquency and loss rates for the next year.  But
the high rate of losses may be expected to slow afterwards, as
economic factors and real estate values begin to stabilize, and a
slowing of 20-40% may be used in the projection.

On the other hand, a deal with stronger early performance that is
demonstrating relative resiliency in the current market
environment may not be expected to have high losses in the near-
term, but may be expected to sustain a similar level of losses for
the life of the deal, as the pool continues to be subject to
factors that have more historically driven prime performance such
as borrower life events, unemployment, and so on.

Loss estimates are subject to variability and, as a result,
realized losses could ultimately turn out higher or lower than
Moody's current expectations.  Moody's will continue to evaluate
performance data as it becomes available and will assess the
pattern of potential future defaults and adjust loss expectations
accordingly if necessary.


BEAR STEARNS: Moody's Pares Ratings on 100 Tranches From 10 Deals
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 100
tranches from 10 transactions issued by Bear Stearns ARM Trust.
The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, Alt-A mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.
The actions are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: Bear Stearns ARM Trust 2004-10

  -- Cl. I-1-A-1, Downgraded to Aa2 from Aaa
  -- Cl. I-2-A-1, Downgraded to Aa2 from Aaa
  -- Cl. I-2-X-1, Downgraded to Aa2 from Aaa
  -- Cl. I-2-A-2, Downgraded to Aa2 from Aaa
  -- Cl. I-2-X-2, Downgraded to Aa2 from Aaa
  -- Cl. I-2-A-3, Downgraded to Aa2 from Aaa
  -- Cl. I-2-X-3, Downgraded to Aa2 from Aaa
  -- Cl. I-2-A-4, Downgraded to Aa2 from Aaa
  -- Cl. I-2-A-5, Downgraded to Aa1 from Aaa
  -- Cl. I-3-A-1, Downgraded to Aa2 from Aaa
  -- Cl. I-4-A-1, Downgraded to Aa2 from Aaa
  -- Cl. I-5-A-1, Downgraded to Aa2 from Aaa
  -- Cl. III-1-A-1, Downgraded to Aa3 from Aaa
  -- Cl. III-2-A-1, Downgraded to Aa2 from Aaa
  -- Cl. I-2-A-6, Downgraded to Aa3 from Aa1
  -- Cl. I-M-1, Downgraded to A2 from Aa1
  -- Cl. I-B-1, Downgraded to A3 from Aa2
  -- Cl. I-B-2, Downgraded to Ba1 from A2
  -- Cl. I-B-3, Downgraded to Caa2 from Baa2

Issuer: Bear Stearns ARM Trust 2004-12

  -- Cl. I-A-1, Downgraded to Aa3 from Aaa
  -- Cl. I-X-1, Downgraded to Aa3 from Aaa
  -- Cl. II-A-1, Downgraded to Aa3 from Aaa
  -- Cl. II-X-1, Downgraded to Aa3 from Aaa
  -- Cl. II-A-2, Downgraded to Aa3 from Aaa
  -- Cl. II-X-2, Downgraded to Aa3 from Aaa
  -- Cl. II-A-3, Downgraded to Aa3 from Aaa
  -- Cl. II-X-3, Downgraded to Aa3 from Aaa
  -- Cl. III-A-1, Downgraded to Aa3 from Aaa
  -- Cl. IV-A-1, Downgraded to Aa3 from Aaa
  -- Cl. M-1, Downgraded to A3 from Aa1
  -- Cl. B-1, Downgraded to Baa2 from Aa2
  -- Cl. B-2, Downgraded to B1 from A2
  -- Cl. B-3, Downgraded to Ca from Baa2

Issuer: Bear Stearns ARM Trust 2004-3

  -- Cl. I-A-1, Downgraded to Aa2 from Aaa
  -- Cl. II-A, Downgraded to Aa2 from Aaa
  -- Cl. III-A, Downgraded to Aa2 from Aaa
  -- Cl. IV-A, Downgraded to Aa2 from Aaa
  -- Cl. I-A-3, Downgraded to Aa3 from Aa1
  -- Cl. B-1, Downgraded to A2 from Aa2
  -- Cl. B-2, Downgraded to Ba1 from A2
  -- Cl. B-3, Downgraded to Caa1 from Baa2

Issuer: Bear Stearns ARM Trust 2004-6

  -- Cl. III-A, Downgraded to Aa2 from Aaa
  -- Cl. I-A-2, Downgraded to Aa3 from Aa1
  -- Cl. II-A-2, Downgraded to Aa3 from Aa1
  -- Cl. B-1, Downgraded to Baa1 from Aa2
  -- Cl. B-2, Downgraded to Ba3 from A2
  -- Cl. B-3, Downgraded to Ca from Baa2

Issuer: Bear Stearns ARM Trust 2004-7

  -- Cl. II-A-1, Downgraded to Aa2 from Aaa
  -- Cl. II-X, Downgraded to Aa2 from Aaa
  -- Cl. III-A, Downgraded to Aa1 from Aaa
  -- Cl. IV-A, Downgraded to Aa2 from Aaa
  -- Cl. I-A-2, Downgraded to Aa3 from Aa1
  -- Cl. B-1, Downgraded to Baa2 from Aa2
  -- Cl. B-2, Downgraded to B2 from A2
  -- Cl. B-3, Downgraded to Ca from Baa2

Issuer: Bear Stearns ARM Trust 2004-8

  -- Cl. I-1-A-3, Downgraded to Aa1 from Aaa
  -- Cl. I-B-1, Downgraded to A2 from Aa2
  -- Cl. I-B-2, Downgraded to Ba1 from A2
  -- Cl. I-B-3, Downgraded to Caa3 from Baa2

Issuer: Bear Stearns ARM Trust 2005-3

  -- Cl. I-A-1, Downgraded to Aa3 from Aaa
  -- Cl. II-A-1, Downgraded to Aa3 from Aaa
  -- Cl. II-A-2, Downgraded to Aa3 from Aaa
  -- Cl. II-X, Downgraded to Aa3 from Aaa
  -- Cl. B-1, Downgraded to A3 from Aa1
  -- Cl. B-2, Downgraded to Baa2 from Aa2
  -- Cl. B-3, Downgraded to Ba3 from A2
  -- Cl. B-4, Downgraded to Caa3 from Baa2

Issuer: Bear Stearns ARM Trust 2005-4

  -- Cl. I-A-1, Downgraded to Aa1 from Aaa
  -- Cl. II-A-1, Downgraded to Aa1 from Aaa
  -- Cl. II-A-2, Downgraded to Aa1 from Aaa
  -- Cl. II-A-3, Downgraded to Aa1 from Aaa
  -- Cl. II-X-1, Downgraded to Aa1 from Aaa
  -- Cl. III-A-1, Downgraded to Aa1 from Aaa
  -- Cl. IV-A-1, Downgraded to Aa1 from Aaa
  -- Cl. B-1, Downgraded to A1 from Aa1
  -- Cl. B-2, Downgraded to A3 from Aa2
  -- Cl. B-3, Downgraded to Baa1 from Aa3
  -- Cl. B-4, Downgraded to Baa2 from A1
  -- Cl. B-5, Downgraded to Ba1 from A2
  -- Cl. B-6, Downgraded to Ba2 from A3
  -- Cl. B-7, Downgraded to B1 from Baa1
  -- Cl. B-8, Downgraded to B2 from Baa2

Issuer: Bear Stearns ARM Trust 2005-6

  -- Cl. I-A-1, Downgraded to A3 from Aaa
  -- Cl. II-A-1, Downgraded to A3 from Aaa
  -- Cl. III-A-1, Downgraded to A3 from Aaa
  -- Cl. IV-A-1, Downgraded to A3 from Aaa
  -- Cl. V-A-1, Downgraded to A3 from Aaa
  -- Cl. B-1, Downgraded to B3 from Aa2
  -- Cl. B-2, Downgraded to Caa1 from A3
  -- Cl. B-3, Downgraded to Ca from Ba1

Issuer: Bear Stearns ARM Turst 2005-1

  -- Cl. I-A-1, Downgraded to Aa2 from Aaa
  -- Cl. II-A-1, Downgraded to Aa2 from Aaa
  -- Cl. II-A-2, Downgraded to Aa2 from Aaa
  -- Cl. II-X-1, Downgraded to Aa2 from Aaa
  -- Cl. III-A-1, Downgraded to Aa2 from Aaa
  -- Cl. IV-A-1, Downgraded to Aa2 from Aaa
  -- Cl. B-1, Downgraded to A2 from Aa1
  -- Cl. B-2, Downgraded to Baa1 from Aa2
  -- Cl. B-3, Downgraded to Ba3 from A2
  -- Cl. B-4, Downgraded to Caa3 from Baa2


BEVERLY LEICHLITER: Court Keeps Claim Despite Non-Disclosure
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa,
Central Division entered an order declining dismissal of the a
discrimination suit filed by Beverly S. Leichliter against The Des
Moines Register.

In her lawsuit, Ms. Leichliter claims that Des Moines violated
both state and federal law by terminating her employment based on
her age, gender, and in retaliation for her objecting to
discriminatory actions.

Des Moines moved for summary judgment on the plaintiff's claims,
arguing that plaintiff should be judicially estopped from pursuing
these claims because she failed to disclose them on her Chapter 13
bankruptcy petition, which was filed approximately two months
after plaintiff's termination.

Ms. Leichliter, in response to Des Moines, motion says that she
was unaware of the existence of her discrimination and retaliation
claims against defendant at the time she filed bankruptcy, and
that her failure to disclose this claim as part of her bankruptcy
proceedings was inadvertent.

Ms. Leichliter was terminated September 28, 2006, filed, together
with her husband, for Chapter 13 bankruptcy on December 4, 2006,
filed a discrimination complaint with the Iowa Civil Rights
Commission in February 12, 2007, confirmed a Chapter 13 plan in
April 2007, sued the former employer in January 2008, and
eventually listed the lawsuit among her assets in September. The
bankruptcy court confirmed plaintiff's repayment plan absent
knowledge of her employment-based claims.

In his ruling, U.S. District Judge John A. Jarvey held that Des
Moines has not demonstrated, as a matter of law, that a
miscarriage of justice will result if plaintiff is not judicially
estopped from pursuing this lawsuit.  According to Judge Jarvey,
Des Moines failed to present evidence to refute Ms. Leichliter's
explanation, that her failure to disclose was anything other than
careless inadvertence.

"The result can be seen as benefiting creditors as much as the
bankrupt, Bloomberg's Bill Rochelle notes.  "Success in the suit
could bring an amendment in the Chapter 13 plan that currently
calls for no recovery by unsecured creditors."

While Ms. Leichliter's repayment plan under Chapter 11 was already
confirmed, Judge Jarvey, Bloomberg News notes that the bankruptcy
trustee could reopen her bankruptcy case, and require the
plaintiff to increase payments to her creditors if she collects
money in the suit.

In Dec. 2006, Ms. Leichliter filed a repayment plan, which met
opposition from the bankruptcy trustee, which said that the Plan
was "not feasible" since "Plan payments alone will be insufficient
to satisfy" even 3 the "mortgage arrearage claim on file herein"
and "unsecured creditors will receive no dividend."  The Plan was
later confirmed after
Ms. Leichliter filed a modified plan that provided for a $30
monthly increase for the fifty-seven remaining payments.

The discrimination suit, Leichliter v. Des Moines Register, 08-
00065, is heard before the U.S. District Court, Southern District
Iowa (Des Moines).


BH S&B: Fails To Get Nod in DIP Loan, But Gets OK on Salaries
-------------------------------------------------------------
BH S&B Holdings LLC, Steve & Barry's new owners, which filed for
Chapter 11 in November, three months after buying the Steve &
Barry's retail chain, failed to win temporary approval for
$33 million in financing, although it did gain authority from the
U.S. Bankruptcy Court for the Southern District of New York to pay
$1.8 million in salaries, Bloomberg News reports.

BH S&B bought the Steve & Barry's business in August -- after
Steve & Barry's LLC, now known as Stone Barn Manhattan LLC, filed
for bankruptcy protection in July 2008 and opted to sell its
business and assets, including its corporate name to BH S&B, an
entity formed by Bay Harbour Management and other parties.

Bill Rochelle of Bloomberg also reported that Judge Martin Glenn,
the bankruptcy judge assigned to the new case, held a joint
hearing Nov. 24 with Allan Gropper, the bankruptcy judge handling
the first Chapter 11 case, in light of the disputes between the
two companies.  The "old" company said last week that the "new"
bankruptcy threatens to cut off its funding, Bloomberg said.

Certain of the lenders to BH S&B's prepetition revolving credit
facility are offering $60 million in secured financing for the
liquidation to be conducted in the new case, according to
Bloomberg.

The Debtors are parties to a prepetition revolving credit
agreement, dated October 14, 2008, with and Ableco Finance LLC, as
collateral agent and as administrative agent.  The Debtors owe
approximately $90 million in principal under the credit facility.
The loans were secured by liens on, and security interests in all
of the Debtors' personal property assets of any kind or nature.

                           About BH S&B

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on Nov. 19, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve and Barry's, based in Port
Washington, New York, was a specialty retailer of apparel and
accessories, selling, among other things, university apparel and
lifestyle brands, private-label casual clothing, and exclusive
celebrity endorsed apparel.

Steve & Barry's had 240 locations when it was bought and the new
owners had planned to cut that down to 173 stores.  BH S&B had
intended to operate certain Steve & Barry's stores as going
concerns and to liquidate inventory at other locations.  Since the
sale closing, however, for various reasons, including the general
health of the American economy and the state of the retail market
in particular, sales at all stores have been disappointing, and BH
S&B's revenue has suffered.  As a result, BH S&B was not in
compliance with certain covenants under their senior secured
credit facility and had no prospects for continued financing of
their business as a going concern.  In consultation with its
lenders, BH S&B decided the appropriate course of action to
maximize value for the benefit of all of its stakeholders was an
orderly liquidation in Chapter 11.

Bay Harbour Management is an SEC registered investment advisor
with significant experience in purchasing distressed companies
and effectuating their turnaround.  The firm's holdings have
included the retailer Barneys New York, the facilities based CLEC
Telcove, and the former Aladdin Casino, now operating on the Las
Vegas strip as the Planet Hollywood Resort and Casino following
its rebranding and turnaround.

York Capital Management is an SEC registered investment advisor
with offices in New York, London, and Hong Kong with more than
$15 billion in assets under management.  York Capital was founded
in 1991 and specializes in value oriented and event driven equity
and credit investments.

BH S&B is 100% owned by BHY S&B Intermediate Holdco LLC.

BH S&B and its affiliates' chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent.

                       About Steve & Barry's

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579).  Lori R. Fife, Esq., and Shai Waisman, Esq.,
at Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Pursuant to the Purchase Agreement, the
Court authorized 51 entities to change their corporate names.
Lead Debtor Steve & Barry's Manhattan LLC (Case No. 08-12579) was
changed to Stone Barn Manhattan LLC.  Parent company Steve &
Barry's LLC  (Case No. 08-12615) is now known as Steel Bolt LLC.
When Steve & Barry's LLC and its affiliates filed for bankruptcy,
they listed $693,492,000 in total assets and $638,086,000 in total
debts.

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


BOMBARDIER RECREATIONAL: S&P Cuts Corporate Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
recreational products manufacturer Bombardier Recreational
Products Inc., including the long-term corporate credit rating to
'B' from 'B+'.  At the same time, S&P placed the ratings on
CreditWatch with negative implications. The recovery ratings on
the bank loan are unchanged.

"The downgrade and CreditWatch placement reflect Standard & Poor's
concerns that in the current economic downturn BRP's revenue,
operating profit, credit protection measures, and financial
flexibility will weaken significantly in the near term," said
Standard & Poor's credit analyst Lori Harris.

Consumer spending for "big ticket" discretionary items, such as
BRP's personal watercraft, marine engines, and ATVs, has declined
considerably this year, and S&P don't expect a recovery in 2009.
While BRP has reduced production in light of lowered consumer
demand, S&P doesn't believe this action will be sufficient to
maintain margins given the company's relatively high fixed-cost
base.  With lower sales and high fixed costs, S&P believes
operating profit could drop by up to 40% this fiscal year (ending
Jan. 31, 2009), resulting in a significant weakening of credit
protection measures.  In addition, BRP's balance sheet exposure to
foreign exchange risk in a weakened Canadian dollar environment,
through its U.S. dollar-denominated term loan, will negatively
affect credit protection measures.  While the company had
significant cushion in its 5.5x leverage covenant at quarter ended
July 31, this will tighten considerably in the next couple of
quarters, which will negatively affect BRP's liquidity position in
S&P's view.

Standard & Poor's will remove the ratings from CreditWatch after
meeting with senior management to discuss BRP's ongoing business
and financial strategies in light of the very challenging economic
environment.


BONTEN MEDIA: S&P Puts 'B' Corp. Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on New York
City-based Bonten Media Group Inc., including the 'B' corporate
credit rating, on CreditWatch with negative implications.  Bonten
Media is a TV broadcaster that operates 16 stations in eight small
and midsize markets.  The company had total debt outstanding of
approximately $191 million as of Sept. 30, 2008.

The CreditWatch placement comes in response to the company's
announcement that it has elected to pay interest in kind on its
PIK toggle notes for the June 1, 2009 interest payment date.  This
will provide the company with some near-term flexibility next
year, when its core advertising revenue is likely to be weak
because of the economic downturn and no significant political ad
revenues.  It could, however, lead to a higher debt burden over
the long run, and possibly to elevated cash interest obligations
in 2011, when the maximum PIK period ends.  Pro forma for the
acquisition of two stations at year-end 2007, Bonten Media's
EBITDA coverage of total interest was 1.1x for the 12 months ended
Sept. 30, 2008.

In resolving the CreditWatch listing, S&P will assess the outlook
for Bonten Media's financial performance over the intermediate
term, the length of time that the company intends to pay interest
in kind on the toggle notes, and the planned use of the cash flow
generated by the company's reduced cash interest burden during the
PIK period.


BOSCOV'S INC: Gets $35-Mil. Ch. 11 Exit Loan from Pennsylvania
--------------------------------------------------------------
The State of Pennsylvania, through Governor Ed Rendell, has
secured $35,000,000 in federal loans to help Boscov's, Inc., and
its debtor affiliates, exit from Chapter 11.

A November 20, 2008, Associated Press report said the loans will
be financed through a program that allows governments to
guarantee loans for economic development with federal community
block grants.  Gov. Rendell, according to the same report, says
Boscov's won't have access to the federal loans if it can't
obtain bridge loans that are part of more than $300,000,000 in
financing the retail chain will need to exit bankruptcy.

The Morning Call said that Albert Boscov, former chief executive
of the Boscov's department stores, and founder of BLF
Acquisition, Inc., who recently purchased the Boscov's assets,
approached state officials sometime in October 2008 looking for
financial help.  John Blake, Pennsylvania's acting secretary of
community and economic development, said that "the promise came
after officials verified [Mr.] Boscov's eligibility for the
program and his ability to repay the loan," the same report
related.

Other news reports said government officials in Vineland County
and Atlantic County, both in New Jersey, have expressed interest
to lend some amount to fill the financing that Boscov's need.
The Press of Atlantic City related that Vineland will vote on
whether to lend Boscov's $2,700,000 through the Community
Development Block Grants.  Atlantic County also said officials
are deliberating whether they'd extend $4,000,000 of loans before
the Nov. 26, 2008 closing of the sale.

Additionally, the cities of Scranton and Wilkes-Barre, both in
Pennsylvania, is said to contribute $3,000,000 each in federal
community development funding to Boscov's, istockAnalyst
disclosed.

"What we look at is the overall regional effect," Wilkes-Barre
Mayor Tom Leighton told istockAnalyst.  "If Boscov's closes, we
have a vacant, five-story department store on our main street.
We cannot let that happen," he said.

Times Leader also disclosed that Luzerne County, in Pennsylvania,
offered a $3,000,000 bridge loan to open the stores in Wilkes-
Barre and Hazleton.

Alfred Boscov, acknowledging the support said in a Nov. 22, 2008
report by istockanalyst said, "We have an awful lot of promises
on bridge loans and we just hope to get them in on time."

"We took this step because of the reach of Boscov's in
Pennsylvania," Gov. Rendell told The Morning Call.  "It would be
devastating for Pennsylvania to lose Boscov's."

Shoppers, however, are wary about the state's decision, The
Evening Sun disclosed.  "In this extremely difficult economy,
there is still the chance Boscov's could lose everything right
after Christmas when sales slow down," Sharon Snyder of
Chanceford Township, in Brogue, Pennsylvania, said in the report.
". . . I hope it works out because I hate seeing anyone lose
their job," she said.

                        About Boscov's Inc.

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

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

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

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

(Boscov's Bankruptcy News; Bankruptcy Creditors' Service Inc.,
Issue No. 14, http://bankrupt.com/newsstand/or 215/945-7000)


BOSCOV'S INC: Sale to Boscov Lakin Family Expected to Close Today
-----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized on November 21, 2008, the sale of
substantially all of the assets of Boscov's, Inc., and its
debtor-affiliates to BLF Acquisition, Inc., pursuant to the terms
of an amended Asset Purchase Agreement filed with the Court on
the same day.

BLF, which stands for "Boscov Lakin Family," is led by former
Boscov's executives, Alfred Boscov, and brother-in-law, Ed Lakin.
According to Reuters, the deal is worth between $275,000,000 and
$300,000,000.  The report said the sale is due to close by
November 26, 2008.  The amended APA has set December 5, 2008, as
the Termination Date.

"In these very dark economic times, the Boscov family, through
its purchase here, has indicated it has faith in the future,"
Reuters quoted Judge Gross as saying.  "This is really a
testament to the purchaser here," The Morning Call quoted Judge
Gross as saying.

"Time is of the essence in consummating the sale.  In order to
maximize the value of the Purchased Assets and preserve the
viability of the business as a going concern, it is essential
that the sale of the Purchased Assets occur within the time
constraints set forth in the Sale Agreement," Judge Gross holds
during the Sale Hearing.

Pursuant to the Amended APA, the aggregate consideration for the
Purchased Assets will be:

  * an aggregate amount equal to the sum of the Sellers'
    obligation under their First Lien DIP Facility with Bank of
    America, as agent to a syndicate of lenders, and the Second
    Lien Facility with GB Merchant Partners, LLC, as
    administrative and collateral agent and successor of Bear
    Stearns Corporate Lending;

  * all administrative professional claims up to the $8,000,000
    administrative professional claim cap, minus the aggregate
    amount of administrative professional claims paid prior to
    Closing;

  * the cure amount, listed in a schedule, available for free
    at http://bankrupt.com/misc/3rdAmnddCureSched.pdf

  * an amount equal to the maximum aggregate amount owed under
    the Senior Executive Incentive Program;

  * all 503(b)(9) Claims up to a cap of $10,000,000;

  * an amount in cash equal to $3,000,000 plus the adjustment to
    the cash consideration, if any;

  * a promissory note executed by the Purchaser; and

  * the assumption of certain liabilities.

The Purchaser will obtain $210,000,000 in Senior Working Capital
Revolver and $47,000,000 in term loans, to secure the necessary
capitalization to close the purchase.  Claudia Springer, Esq.,
counsel to the Purchaser, told Judge Gross that a commitment
letter was signed on November 21, with lenders including Bank of
America Corp., Wells Fargo & Co., and GE Capital, the Associated
Press reported.

The amended APA provides that the Purchaser may not amend the APA
to designate (i) the leases for the Sellers' unopened stores at
Willow Grove and North Hanover Mall as Excluded Leases, and (ii)
all agreements related to the Tom's River Mortgage as Excluded
Contracts and the related owned real property encumbered by that
Mortgage as an Excluded Owned Real Property.  The Purchaser,
until November 21, 2008, in its sole and absolute discretion, may
amend the APA to remove from the schedule any contract, lease or
owned real property, to cease to be an Excluded Contract, an
Excluded Lease or Excluded Owned Real Property, and that there
will be no reduction in the Purchase Price as a result of the
modifications.

The amended APA further provides that at least one business day
prior to Closing, the Purchaser will deliver, or cause to be
delivered to Sellers by wire transfer immediately available funds
to the persons and accounts specified in writing by Sellers, the
aggregate sum of:

  * the administrative professional claim closing amount; plus
  * the cure amount; plus

  * the aggregate amount owed under the Senior Executive
    Incentive Program; plus

  * the estimated 503(b)(9) claim amounts; plus

  * the cash consideration less the $2,000,000 escrow amount.

  * the Purchaser will forfeit, and the Sellers will be entitled
    to, all the rights to the Escrow Amount if the Agreement is
    terminated by the Sellers under specified conditions
    provided in the amended APA.

Moreover, the amended APA provides that the Sellers will have
received $8,000,000 pursuant to the terms of the Settlement
Agreement among Boscov's Inc., Boscov's Investment Company,
Boscov's Finance Company, inc., Boscov's Department Store, LLC,
Boscov's Transportation Company LLC, Boscov's PSI Inc., SDS Inc.,
and Retail Construction & Development, Inc., and BLF Acquisition,
Inc., and certain Boscov and Lakin family members.

A copy of the amendment to the APA is available for free at:

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

Howard Davidowitz, chairman of Davidowitz & Associates, in New
York, commented that "while [Alfred Boscov's efforts] are heroic
effort, the odds are against him," pointing out that the retail
industry, where Boscov's belongs, is one of the worst sector,
along with the automobile, residential housing, and financial
service industries, the Times Leader said.  Mr. Davidowitz,
however, added, that "[i]f anybody can do it, it's the family.
No one is more committed."

Boscov's CEO Kenneth Lakin said he had mixed emotions about what
the company has been through and where it was headed, a Nov. 22
report by pressofAtlanticCity.com reported.  "You leave the dream
behind [of growing], and you start a new dream," the newspaper
quoted Mr. Lakin as saying.

Ken Lakin, according to The Morning Call, called the November 21
hearing a bittersweet hearing.  "We made a great run at the
time," Mr. Lakin told Bloomberg News.  "Now we've run into a time
when pulling back is necessary."  According to The Morning Call,
Mr. Lakin didn't comment on whether his father or uncle will have
control over Boscov's.

According to the Philadelphia Inquirer, Ken Lakin disclosed that
there would be changes in the upper echelons of management in the
months to come.  He, however, would not comment when asked if he
would stay on as CEO, the report said.  The report said it is
widely believed Mr. Lakin will remain with the company but in a
different role.

                  Fin'l Advisor Assures Court of
                     BLF's Future Performance

J. Scott Victor, a senior managing director and co-head of the
Special Situations Group of National City Investment Banking,
which serves as the financial advisor to BLF, assures the Court,
in a declaration, that Albert Boscov and Ed Lakin have more than
80 years experience in the operation of retail department stores,
having each been involved with the operations of the Boscov's
chain.

According to Mr. Victor, BLF has not proposed any modifications
to the nature of the business that will be conducted at the
locations of the assigned leases.  He says BLF intends to
continue to operate Boscov's department stores at each of those
shopping centers.  The proposed assignment of leases will neither
disrupt the tenant mix at the shopping centers nor will it cause
any breach of provisions contained in any agreement relating to
the shopping centers.

Mr. Victor submitted to the Court BLF's income statement
projections for the calendar years 2009, 2010, and 2011, a copy
of which is available for free at:

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

Mr. Victor says he has reviewed the projections and determined
that the projections demonstrate the ability of BLF to pay future
rent if it were to acquire Boscov's business and assets,
including the Leases, from the Debtors.  He adds that the
$97,000,000 junior capital plus $210,000,000 senior working
capital revolver provides BLF with sufficient financial strength
to perform its obligations under each of the Leases.

                       About Boscov's Inc.

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

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

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

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

(Boscov's Bankruptcy News; Bankruptcy Creditors' Service Inc.,
Issue No. 14, http://bankrupt.com/newsstand/or 215/945-7000)


BOSCOV'S INC: Hurdles Objections to Sale to Boscov Lakin Family
---------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized on November 21, 2008, the sale of
substantially all of the assets of Boscov's, Inc., and its
debtor-affiliates to BLF Acquisition, Inc., pursuant to the terms
of an amended Asset Purchase Agreement filed with the Court on
the same day.

During the November 21, 2008, Sale Hearing, Judge Gross resolved
certain objections to the Sale Motion raised by various parties-
in-interest:

(a) Sovereign Bank

The objection of Sovereign Bank is resolved to the effect that
the Sale Order provides that BLF Acquisition, Inc., as the
Purchaser, may not amend the Sale Agreement to designate the
Tom's River Mortgage as an Excluded Contract and the Property
encumbered by that mortgage as an Excluded Owned Real Property.
Moreover, the Debtors will assume and assign the Tom's River
Mortgage to the Purchaser upon Closing only on terms satisfactory
to Sovereign Bank.

(b) HSBC Bank of Nevada

The Sale Order provides that on and after the Closing Date, the
Purchaser will not use the Bank Licensed Marks granted to the
Debtors under the Credit Card Program Agreement with HSBC Bank of
Nevada, N.A., without further agreement between HSBC and the
Purchaser.

Judge Gross overruled HSBC's objection to the Sale Motion.  Judge
Gross also denied HSBC's request for a stay pending an appeal
under Rule 8005 of the Federal Rules of Bankruptcy Procedure, and
its request for an order certifying an appeal directly to the
Third Circuit Court of Appeals.

Judge Gross, in a memorandum of opinion with respect to HSBC's
objection, refuted HSBC's contention -- that the language of
Section 365(c) (2) of the Bankruptcy Code is plain and ambiguous
-- and opines that the meaning of "benefit" is unclear.

"If the benefit can be any benefit at all, no matter how
incidental or de minimis, the result would indeed be absurd,"
Judge Gross opined.  He added that if the Court assigns the
meaning of "benefit" that HSBC asks, any benefit, the result
would nullify the "for the benefit of the debtor" language.

Judge Gross pointed out that since every contract, and
particularly contracts that a debtor seeks to assume, provide a
bargained-for benefit to both parties, every contract that
qualifies as an extension of credit to a third party would
qualify under this exception.  He said the untenable result lead
the Court to conclude that the meaning of the statute does not
exempt the Agreement from the confines of Section 362(c)(2).

According to Judge Gross, it is clear that HSBC is in reality
seeking to renegotiate the terms of the Agreement and is using
the objection and the appeal as leverage.

"The Sale is too important and valuable to too many interest to
permit a dubious argument to interfere with its consummation,"
Judge Gross said.

(c) GSI Commerce

The objection of GSI Commerce Solutions, Inc., is resolved so
that upon Closing, the e-Commerce Agreement dated May 23, 2008,
between GSI and the Debtors will be deemed rejected without
further Court order.  GSI, accordingly, will have 30 days to file
rejection claims or be forever barred thereafter from asserting
its claims.

(d) Bank of America

Bank of America, N. A., has consented to the assumption of the
Merchant Agreement and assignment of the Agreement to the
Purchaser without the need of a $12,000,000 reserve as the Bank
previously specified.  BANA's consent, however, will not
constitute a finding that the Merchant Agreement is not a
financial accommodation contact incapable of being assumed, the
Sale Order provides.

To cure the anticipated defaults and loss under the Merchant
Agreement and to provide adequate assurance of future
performance, the Purchaser will assume and become liable to BANA
for all existing and unliquidated secured claim under the
Merchant Agreement irrespective of whether any individual claim
is classified as return, chargeback or whether the return or
chargeback arose before or after Closing as a result of the
going-out-of-business sales.  Moreover, the Purchaser will be
provided security for and payment of the secured claims by
granting to BANA a security interest in all funds flowing through
the Purchaser's accounts with BANA.

(e) Gordon/Hilco Joint Venture

The Debtors will, prior to or promptly upon consummation of the
Closing, pay or cause to be paid to the joint venture of Gordon
Brothers Retail Partners, LLC, and Hilco Merchant Resources, LLC,
$400,000 in full and final satisfaction of all the Joint Venture's
inventory and employee compensation-related claims in connection
with their Agency Agreement dated August 3, 2008, governing the
Store Closing Sales of 10 of the Debtors' stores.

The Joint Venture will permanently retain all right and title to
the $540,518 it currently holds for the benefit of the Debtors.
The Debtors will permanently retain all rights and title to the
sum of $190,511 they currently hold for the benefit of the Joint
Venture.  The Joint Venture will be released from further
obligations with respect to certain letters of credit under the
Agency Agreement.  Upon payment of the Reconciliation Payment,
the Debtors and the Lender Agents will be released from further
obligations in connection with the Agency Agreement.  The
Debtors' and the Joint Venture's rights of indemnification under
the Agency Agreement, however, will survive the Closing.

(f) Versa

With respect to Versa Capital Management's demand to be paid
$4,000,000 in break-up fee from the Debtors, Judge Gross said,
"I'm content with the fact that Versa's rights are what they are
. . . I don't believe that the additional language is necessary
or appropriate under these circumstances," an Associated Press
report dated November 21 related.  The dispute, according to a
November 22 pressofAtlanticCity.com report, remains unresolved.

(g) DFS Services

With respect to DFS Services, LLC, to the extent additional
claims arise under the Merchant Services Agreement between the
Debtors and DFS post-closing from charge backs, returns, terminal
subscription fees, and adjustment related to pre-assignment
transactions, Purchaser is responsible for those claims and DFS
is permitted to offset the claims against amounts that otherwise
would be paid by DFS to the Purchaser.

(h) WG Park-Anchor and PR Financing

The objections of WG Park-Anchor B, L.P., and PR Financing
Limited Partnership are resolved so that all references to the
Lease Agreement dated June 2, 2006, for the Sellers' planned
retail store at Willow Grove Park Shopping Center, Willow Grove,
Montgomery County, Pennsylvania; and the Lease Agreement dated
April 3, 2007, for Sellers' unopened retail store at North
Hanover Mall, at 1155 Carlisle Street, Hanover, in York County,
Pennsylvania, are deleted from the Sale Agreement with Purchaser.

Those lease agreements will be deemed Purchased Assets pursuant
to Section 2.1(b) of the Sale Agreement.  The time period to
assume or reject the leases relating to the Unopened Stores is
extended until the earlier of (i) the Closing under the Sale
Agreement, and (ii) December 31, 2008.

               Court-Approved Stipulations

* National City

In a Court-approved stipulation, National City Equipment Finance
and National City Commercial Capital Company, LLC, withdrew their
joint objection to the Debtors' request to reject leases on
furniture, fixtures and equipment at South Hills Village,
Monroeville Mall and Lehigh Valley Mall; and a request to assume
and assign their furniture and fixtures at NCCC Logan Town Center
and Lehigh Valley.

The stipulation provides that:

   -- the Monroeville Master Lease Schedule is deemed rejected
      on October 31, 2008;

   -- the South Hills Village Master Lease Schedule is deemed
      rejected on September 30, 2008;

   -- National City, accordingly and without further Court
      approval, will be granted administrative expense claims
      for $49,975 on the South Hills Lease, and $67,347 on the
      Monroeville Lease;

   -- National City will be paid its administrative claims on
      the earlier of (i) the terms of a Chapter 11 plan of
      reorganization in the Debtors' cases, or (ii) payment by
      the Debtors of other allowed administrative claims arising
      from rejection;

   -- the cure amount for the assumption and assignment of the
      NCCC Logan Town Center Lease is at $92,883 as of
      October 31, 2008; and that of Lehigh Valley Lease is fixed
      at $66,096;

   -- Debtors will make timely monthly payments from and after
      Nov. 1, 2008 until the Leases are assumed and assigned, or
      rejected; and

   -- National City may file for rejection damages on or before
      the general clams bar date or thirty days after the
      rejection of the leases, whichever is later.  The rental
      payments will be accorded administrative expense priority.

* RBS Asset Finance, Inc.

The Debtors and RBS Asset Finance, Inc., a successor-in-interest
to General Electric Capital Corporation, entered into a Court-
approved stipulation resolving their dispute on leases of
furniture, fixtures and equipment at the Debtors' premises in
Whitemarsh, Owings Mills, Oxford Valley, and Marley Station.

The stipulation provides that:

   -- RBS' objection to the Debtors' rejection notices and
      proposed cure amount are withdrawn;

   -- the Marley Station Master Lease will be deemed rejected on
      October 31, 2008;

   -- the Whitemarsh Master Lease Schedule, the Oxford Valley
      Master Lease Schedule and the Owings Mills Master Lease
      Schedule will be deemed rejected on September 30, 2008;

   -- RBS will be granted, without further Court order, allowed
      administrative expense claim of $54,865 for the Marley
      Station Lease; $50,686 for the Whitemarsh Lease, $30,490
      for the Oxford Valley Lease, and $36,541 for the Owings
      Mills Lease;

   -- The Debtors will pay the administrative claims to RBS on
      the earlier of (i) the terms of a confirmed Chapter 11
      plan of reorganization in the Debtors' cases or (ii)
      payment by the Debtors of other allowed administrative
      claims of other similarly situated creditors in their
      cases;

   -- the cure amount upon assumption and assignment of the RBS
      Westminster Lease is fixed at $338,104 as of October 31,
      2008, which the Debtors agree to pay from November 1, 2008
      until the lease is assumed, assumed and assigned, or
      rejected; and

   -- RBS may file a proof of claim for rejection damages on or
      before the general claims bar date or 30 days after
      rejection of the lease, whichever is later.

Judge Gross ruled that all objections to the Sale Motion or the
assumption and assignment of contracts and leases and the related
relief requested in the Sale Motion that have not been withdrawn,
waived, or settled, are overruled in their entirety.

      Court Ruling on Lease Assumption & Cure Amounts

Judge Gross held during the November 21, 2008, hearing that the
Debtors and the Purchaser have satisfied the requirements of
Section 365 of the Bankruptcy Code in connection with the sale
and the assumption and assignment of the Purchased Contracts and
Leases.  Judge Gross ruled that the Purchaser has demonstrated
adequate assurance of future performance with respect to the
Purchased Contracts, and that the assumption and assignment is
integral to the Sale Agreement.

Judge Gross further ruled that on the closing date, the
assignment and assumption agreement will be valid, binding and in
full force pursuant to its terms, where the Purchaser will be
liable for all monetary and non-monetary obligations arising on
or after Closing, or that arise prior to the Closing to the
extent the obligation require performance or payment after
Closing.

Judge Gross directed the Purchaser, upon consummation of the
Closing, to promptly pay or cause to be paid to parties to
purchased contracts and leases the requisite cure amounts,
a list of which is available for free at:

    http://bankrupt.com/misc/3rdAmnddCureSched.pdf

Judge Gross ruled that non-debtor counterparties to the Purchased
Contracts and Leases are forever bound by the Cure Amounts and
are enjoined from taking any action against the Debtors, the
Purchaser or the Purchased Assets with respect to any claim for
cure under any Purchased Contract or Lease.

Provisions in any Purchased Contract or Lease that purports to
declare a breach, default or payment right as a result of an
assignment or a change of contract with respect to the Debtors is
unenforceable, and all Purchased Contracts and Leases will remain
in full force and effect, subject only to the payment of the
appropriate cure amount, if any, Judge Gross ruled.  In addition,
Judge Gross prohibits non-debtor parties to the Purchased
Contracts and Leases from charging any rent acceleration,
assignment fees, increases or other fees to Purchaser as a result
of the assumption and assignment of the Purchased Contracts and
Leases.

Judge Gross also authorized the Debtors, in connection with the
Closing, to change their corporate names and the caption of their
Chapter 11 cases.

Judge Gross further authorized and directed the Debtors to remit
or cause to be remitted on Closing Date from the cash payable to
the Debtors pursuant to the Sale Agreement amounts necessary to
pay in full the amounts outstanding under the First Lien DIP
Facility and the Second Lien Facility unless otherwise agreed by
the parties.  The financing commitments of the lenders under the
DIP Financing Agreements and the Second Lien Facility will be
terminated as of the Closing Date, the Court ruled.

Except for the payment of prepetition early termination fees that
have not been waived, the Official Committee of Unsecured
Creditors confirms that the challenge period has terminated and
the prepetition First Lien Debt is allowed as fully secured
claims within the meaning of Section 506 of the Bankruptcy Code.

With respect to the Second Lien Debt, the Creditors' Committee
confirms that the Challenge Period has not terminated but
extended for a challenge by the Committee solely with respect to
the amount of any early termination fees claimed by the Second
Lien Lenders provided that the Challenge Period will
automatically terminate on the earlier of the Closing Date or
December 15, 2008, unless extended by prior written agreement by
the Second Lien Lenders and the Committee; provided further that,
in the event that the Sale Transactions close, any challenge
asserted by the Committee on the Second Lien Debt prior to
termination of the Challenge Period will be automatically waived,
and the Second Lien Debt and any related early termination fees
will be deemed allowed as fully secured claim within the meaning
of Section 506(c) of the Bankruptcy Code.

Judge Gross ruled that any disputed amounts for payment under the
DIP Credit Agreement will be held in escrow pending resolution of
the dispute.

Judge Gross clarified that (i) the merchandise inventory and
fixtures owned by Rugs America Corporation, (ii) inventory or
cameras, film and other photographic and optical equipment and
related merchandise owed by Ritz Camera Center Inc., as well as
owned furnishings, fixtures and equipment maintained by Rugs
America and Ritz Camera, and the proceeds of those merchandise,
are not the property of the Debtors' estates and will not be
considered part of any of the Debtors' assets.

                         *     *     *

Greg Barlage, of Kurtzman Carson Consultants, LLC, informed the
Court that he has served a notice of the Sale and Solicitation of
Bids to Melissa Santos, of Atlantic City, New Jersey.

The Court approved BANA's request to file under seal its Merchant
Agreement with the Debtors.  BANA, immediately after entry of the
order, filed a sealed Merchant Agreement in Court.

                       About Boscov's Inc.

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

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

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

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

(Boscov's Bankruptcy News; Bankruptcy Creditors' Service Inc.,
Issue No. 14, http://bankrupt.com/newsstand/or 215/945-7000)


BOSCOV'S INC: Settlement Pact With Shareholders Gets Court OK
-------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware approved a settlement agreement by Boscov's, Inc., and
its debtor-affiliates with certain of their current and former
shareholders, including Albert Boscov of BLF Acquisition, Inc.,
with respect to potential claims of the Debtors' estates against
certain the Debtors' current and former shareholders relating to
capitalization transactions in 2006 and 2008.

Pursuant to the Settlement Agreement, the Debtors will release
the Shareholders from potential claims that may arise from those
transactions and the Shareholders, in exchange for the releases,
agree to pay $8,000,000 to the Debtors' estates.

The Shareholders also agree to provide a $2,000,000 note, which
is payable from any excess cash flow of BLF Acquisition over four
years after the Closing of the Sale.  The Settlement Agreement is
said to be an integral part of the Sale.

A copy of the Settlement Agreement is available for free at:

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

                        About Boscov's Inc.

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

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

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

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

(Boscov's Bankruptcy News; Bankruptcy Creditors' Service Inc.,
Issue No. 14, http://bankrupt.com/newsstand/or 215/945-7000)


BRINKER INTERNATIONAL: Fitch Downgrades Issuer Ratings to 'BB+'
---------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Brinker International,
Inc.  The Rating Outlook has been revised to Stable from Negative.
Fitch has simultaneously withdrawn all ratings for this issuer.

The withdrawn ratings are:

  -- Long-term Issuer Default Rating (IDR) to 'BB+' from 'BBB-';
  -- Senior unsecured notes to 'BB+' from 'BBB-';
  -- Bank credit facility at 'BB+'.

At Sept. 24, 2008, Brinker had approximately $896 million of debt.
The ratings downgrade reflects Fitch's expectations that, given
the difficult operating environment, Brinker's credit statistics
are not likely to improve to levels required to maintain its 'BBB-
' rating in the near term.  Reduced capital expenditures and
proceeds from the divestiture of Romano Macaroni Grill should
improve discretionary cash flow; however, Fitch anticipates that
operating cash flow will remain under significant pressure due to
same-store sales declines and elevated commodity food costs.

For the latest twelve month period ended Sept. 24, 2008, adjusted
leverage (defined as total debt plus eight times [x] gross rent
expense divided by operating earnings before interest, taxes,
depreciation, amortization, and gross rent expense or EBITDAR) was
3.5x.  Adjusted interest coverage (defined as EBITDAR divided by
interest expense plus gross rent expense) was 3.1x and funds from
operations fixed charge coverage was 2.9x.  Fitch is not
projecting material improvement in these credit measures in fiscal
2009.


BTWW RETAIL: Final Liquidation Sale at 78 Locations Begins Today
----------------------------------------------------------------
BTWW Retail, LP disclosed a final liquidation sale on all
merchandise at its remaining 78 retail locations.  The going out
of business sale will be managed by a consortium of asset recovery
firms including Great American Group, LLC; Hudson Capital
Partners, LLC; SB Capital Group, LLC; and Tiger Capital Group,
LLC.  The liquidation sale will be conducted under the orders of
the U.S. Bankruptcy Court, which is supervising the BTWW
bankruptcy proceedings.

The final liquidation sale will begin today, Nov. 26, 2008.
Merchandise will include western and work wear apparel and boots
for the family, well as additional accessories including belts and
hats in all of the remaining stores under the BTWW umbrella.
These stores include Boot Town, Corral West, Western Warehouse,
Sergeant's, Job Site and Work Wear Depot.

"We are liquidating $70,000,000 million worth of merchandise from
the largest seller of western apparel, footwear and accessories
over the next several weeks.  With the holiday season upon us,
we are anticipating the merchandise to move quickly, as the sale
offers consumers an excellent opportunity to buy great holiday
gifts at substantial discounts," said Jim Schaye, oresident and
CEO of Hudson Capital Partners.

Dan Kane, Principal of Tiger Capital continued, "For years,
consumers have looked to BTWW for its leading brands including
Tony Lama, Justin, Carhartt and Resistol well as other well known
brands. In addition to liquidating the entire inventory, all store
fixtures throughout the chain will also be sold."

The consortium of asset recovery firms represents the largest
liquidation group in the country and is currently managing the
going out of business sales for both Mervyn's and Steve & Barry's.

BTWW has been operating under Chapter 11 of the Bankruptcy Code
since Nov. 3, 2008 (U.S. Bankruptcy Court, Northern District of
Texas, Case No. 0835725-BJH-11).  For further information, please
contact Jim Schaye at 617-630-1030.

                            About BTWW

Headquartered in Dallas, Texas, BTWW Retail, L.P. fka Boot Town,
Inc. -- http://btwwretail.com/-- owns and operates more than 130
western, equine and workwear stores throughout the United States.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on Nov. 3, 2008, (Bankr. N.D. Tex. Lead Case No.: 08-
35725)  Alexandra P. Olenczuk, Esq. and Michael D. Warner, Esq. at
Warner Stevens LLP represent the Debtors in their restructuring
efforts.  Their financial advisor is Clear Thinking Group LLC led
by Alan Minker as chief restructuring officer.  The Debtors'
assets range between $50 million to $100 million and their debts
range between debts of $50 million to $100 million.


CAREFREE MULE: Files for Chapter 11 in Phoenix
----------------------------------------------
Carefree Mule Train Ventures LLC filed, according to Bloomberg
News, a "bare-bones" Chapter 11 petition on Nov. 21 in Phoenix.

Bloomberg News adds that Orix Capital Markets LLC the same day
filed a notice saying it didn't give permission for Carefree Mule
to use cash representing collateral for its secured claim.

Carefree Mule Train Ventures LLC owns and operate the Carefree
Resort and Villas in Carefree, Arizona.  Located in the Sonoran
desert, the resort has 369 rooms, has a golf course and spa.  The
company filed for Chapter 11 on November 21, 2008 (Bankr. D. Ariz.
Case No. 08-16838).  In its bankruptcy petition, it estimated
assets of less than $50 million and debts exceeding $50 million.


CARMELA VILLON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Carmela E. Villon
        69 Claremont Ave #D
        Long Beach, CA 90803

Case No.: 08-30166

Petition Date: November 24, 2008

Court: U.S. Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Carlo O. Reyes, Esq.
                  22122 Sherman Way Ste 203
                  Canoga Park, CA 91303
                  Tel: 818-883-8838
                  Fax: 818-883-8118
                  Email: CarLaw2048@gmail.com

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

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

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


CELL THERAPEUTICS: Sept. 30 Balance Sheet Upside Down by $133.3MM
-----------------------------------------------------------------
Cell Therapeutics, Inc.'s balance sheet as of Sept. 30, 2008,
showed total assets of $93,746,000 and total liabilities of
$218,723,000, resulting in total shareholders' deficit of
$133,380,000.

For the three months ended September 30, 2008, the company posted
a net loss of $45,589,000 on total revenues of $2,600,000,
compared with a net loss of $48,471,000 on total revenues of
$20,000 for the same period a year earlier.

James A. Bianco, M.D., the company's chief executive officer,
relates that Cell Therapeutics has incurred losses since inception
and it expects to generate losses from operations for at least the
next year primarily due to research and development costs for
Zevalin, OPAXIO (paclitaxel poliglumex), pixantrone and
brostallicin.

"Our available cash and cash equivalents, securities available-
for-sale and interest receivable are approximately $11.7 million
as of Sept. 30, 2008.  In addition, in October 2008 we issued
$24.7 million of 9.66% convertible senior notes, or 9.66% notes,
for net proceeds, before fees and expenses, of $7.5 million after
taking into account $7.2 million placed in escrow to fund make-
whole payments and interest payments on the notes, our repurchase
of $18.2 million of our 15% notes as well as $8.2 million in cash
released from escrow related to the repurchased notes.  Even with
this additional financing, we will not have sufficient cash to
fund our planned operations through the end of the fourth quarter,
which raises substantial doubt about our ability to continue as a
going concern," Dr. Bianco says.  "Accordingly, we have
implemented cost saving initiatives to reduce operating expenses
and we continue to seek additional areas for cost reductions.
However, we will also need to raise additional funds and are
currently exploring alternative sources of equity or debt
financing."

"Additionally, the remaining amount under our line of credit is
the lesser of approximately $8.0 million in gross proceeds or
approximately 1.2 million shares of our common stock which, based
on our stock price of $0.33 as of Nov. 3, 2008, would be
approximately $0.4 million in gross proceeds.  We may seek to
raise capital through public or private equity financings,
partnerships, joint ventures, disposition of assets, debt
financings or restructurings, bank borrowings or other sources.
However, additional funding may not be available on favorable
terms or at all. If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If we fail to obtain additional capital when needed, we
may be required to delay, scale back, or eliminate some or all of
our research and development programs," Dr. Bianco relates.

In a Nov. 7, 2008, press release, Dr. Bianco said, "We continue to
make significant progress on the commercial front with the
submission for a label expansion of Zevalin in September and our
plan to report top-line results from the pixantrone pivotal trial
in November, which if positive, would lead to us submitting an NDA
in 2009.  Importantly, we have made this progress while keeping in
line with our strategy of reducing our expenses.  Our net cash
used for operating activities in the third quarter averaged
approximately $5.75 million per month, a decrease of 27% from last
quarter, and we are on target to reach our goal of $4.5 million
per month in ongoing operating expenses in 2009."

                          Recent Highlights

   * Submitted supplemental Biologics License Application to the
     U.S. Food and Drug Administration (FDA) in September for use
     of Zevalin as consolidation therapy after remission
     induction in previously untreated patients with follicular
     non-Hodgkin's lymphoma based on First-line Indolent Trial
     data.


   * Announced that CTI has closed the data set for preliminary
     analysis of the primary endpoint in the phase III EXTEND
     (PIX301) trial of pixantrone (BBR2278) for patients with
     relapsed diffuse large B cell non-Hodgkin's lymphoma (NHL)
     and anticipates reporting top-line results in November.

   * Announced that Christina Waters, Ph.D. most recently
     President and COO of Tyr Pharma and formerly Director of
     Scientific Development at Genomics Institute of the Novartis
     Research Foundation, has been named President of CTI Europe
     and CTI's Systems Medicine subsidiary.

Total operating expenses decreased $28.5 million, or 58 percent,
to $20.5 million for the quarter ended Sept. 30, 2008, compared to
$49.0 million for the same period in 2007 mainly as a result of
decreased research and development expenses in the third quarter
of 2008 and a one-time non-cash charge for the acquisition of
Systems Medicine recorded in the third quarter of 2007.  Research
and development costs decreased $7.2 million, or 39 percent, to
$11.3 million for the current quarter compared to $18.6 million
for the same period in 2007 as the result of our cost reduction
initiatives and expenses related to our clinical trial programs.
Net loss attributable to common shareholders decreased to
$47.6 million ($2.83 per share) for the quarter ended Sept. 30,
2008, compared to $52.6 million ($10.91 per share) for the
comparable period in 2007.

The company had approximately $11.7 million in cash and cash
equivalents, securities available-for-sale, and interest
receivable as of Sept. 30, 2008.  This does not include
$29.4 million in restricted cash held in escrow for future make-
whole and interest payments on our 9%, 15%, 15.5% and 18.33%
convertible senior notes.  It also does not include net proceeds,
before fees and expenses, of approximately $7.5 million from the
purchase of 9.66% Convertible Senior Notes due 2011 by a single
investor in October 2008.  Even with this additional financing,
the company will need to raise additional capital this year and is
exploring alternatives to do so, which may include potential
partnerships or joint ventures, public or private equity
financings, debt financings or restructurings, dispositions of
assets or through other means in order to fund its continued
operations.

A full-text copy of the company's latest Quarterly Report is
available for free at http://researcharchives.com/t/s?3537

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics Inc. --
http://www.CellTherapeutics.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics Inc.'s ability to
continue as a going concern after auditing company's financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the company has substantial monetary liabilities in
excess of monetary assets as of Dec. 31, 2007, including
approximately $19.8 million of convertible subordinated notes and
senior subordinated notes which mature in June 2008.


CENTENNIAL COMMS: AT&T Gets 17.7% Stake After Shareholder Deal
--------------------------------------------------------------
AT&T Inc. disclosed in a Schedule 13D filing with the Securities
and Exchange Commission that it is the beneficial owner of
19,122,000 shares, or about 17.7%, of Centennial Communications
Corp. common stock.

AT&T says the shares are held pursuant to a Voting Agreement,
dated as of Nov. 7, 2008, with Welsh, Carson, Anderson & Stowe
VIII L.P., Centennial's largest shareholder, and Centennial,
obligating Welsh Carson to vote the shares in accordance with the
terms of the Voting Agreement.

Centennial, AT&T and Independence Merger Sub Inc., a Delaware
corporation and a wholly owned subsidiary of AT&T, entered into
that the Agreement and Plan of Merger, dated as of Nov. 7, 2008.
The Merger Agreement provides, among other things, for the merger
of the Merger Sub with and into Centennial with Centennial
surviving as a wholly owned subsidiary of AT&T.  Each share of
Centennial Common Stock issued and outstanding immediately prior
to the Effective Time will be converted into and will thereafter
represent the right to receive $8.50 in cash, without interest.
The Centennial shares will be de-listed from the Nasdaq Global
Select Exchange and de-registered under the Securities Exchange
Act of 1934, as amended, as soon as practicable.

Consummation of the Merger is subject to the satisfaction or
waiver of certain conditions, including, but not limited to, (i)
approval of the Merger Agreement by the holders of shares of
Centennial Common Stock, (ii) conditions related to regulatory
approval and (iii) other customary closing conditions.

A full-text copy of the Agreement and Plan of Merger, dated as of
November 7, 2008, among AT&T Inc., Independence Merger Sub Inc.
and Centennial Communications Corp. is available at no charge at:

              http://ResearchArchives.com/t/s?3535

A full-text copy of the Voting Agreement, dated as of November 7,
2008, between AT&T Inc., Centennial Communications Corp. and
Welsh, Carson, Anderson & Stowe VIII L.P. is available at no
charge at:

              http://ResearchArchives.com/t/s?3536

                            About AT&T

AT&T Inc. is a premier communications holding company.  Its
subsidiaries and affiliates, AT&T operating companies, are the
providers of AT&T services in the United States and around the
world.  Among their offerings are the world's most advanced
Internet protocol-based business communications services and the
nation's leading wireless, high speed Internet access and voice
services.  In domestic markets, AT&T is known for the directory
publishing and advertising sales leadership of its Yellow Pages
and YELLOWPAGES.COM organizations, and the AT&T brand is licensed
to innovators in such fields as communications equipment.

                About Centennial Communications

Based in Wall, New Jersey, Centennial Communications Corp.
(Nasdaq: CYCL) - http://www.centennialwireless.com/--
provides regional wireless and integrated communications
services in the United States and the Puerto Rico with
approximately 1.1 million wireless subscribers and 582,200 access
lines and equivalents.  The US business owns and operates wireless
networks in the Midwest and Southeast covering parts of six
states.  Centennial's Puerto Rico business owns and operates
wireless networks in Puerto Rico and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe is a significant
shareholder of Centennial.

                          *     *     *

As reported by the Troubled company Reporter on Nov. 13, 2008,
Fitch Ratings has placed the ratings for Centennial Communications
Corp. -- IDR 'B'; and Senior unsecured notes 'CCC+/RR6' -- and
Centennial Cellular Operating Co. -- IDR 'B'; Senior secured
credit facility to 'BB/RR1'; Senior unsecured notes to 'BB/RR1' --
on Rating Watch Positive.

On November 12, TCR said Standard & Poor's Ratings Services placed
selected ratings on Centennial on CreditWatch with positive
implications, including the 'B' corporate credit rating and issue
ratings on all unsecured debt, but excluding the 'BB-' rating on
subsidiary Centennial Cellular Operating Co. LLC's credit
facility.  S&P said the CreditWatch excludes Centennial's secured
bank facility since it contains mandatory change of control
provisions which will be triggered at closing and therefore
require repayment at that time.  Centennial has about $1.9 billion
in outstanding debt, of which about $1.4 billion are affected by
the CreditWatch action.

Moody's Investors Service placed the debt of Centennial --
Corporate Family Rating, currently B2; and Senior Unsecured
Regular Bond/Debenture, currently Caa1 -- and Centennial
Communications -- Senior Secured Bank Credit Facility, currently
Ba2; and Senior Unsecured Regular Bond/Debenture, currently B2 --
on review for possible upgrade.


CENTENNIAL COMMS: Inks Employment Pacts with CEO & Other Officers
-----------------------------------------------------------------
Centennial Communications Corp. said in a regulatory filing with
the Securities and Exchange Commission that on November 7, 2008,
it entered into Employment Agreements and Change in Control
Severance Agreements with each of:

   -- Michael J. Small, the company's Chief Executive Officer,

   -- Thomas J. Fitzpatrick, the company's Executive Vice
      President, Chief Financial Officer,

   -- Phillip H. Mayberry, the company's President, U.S.
      Wireless Operations,

   -- Carlos T. Blanco, the company's President, Puerto Rico
      Operations, and

   -- Tony L. Wolk, the company's Senior Vice President, General
      Counsel, and Secretary.

The company said its Board of Directors approved the forms of
Employment Agreement and Change in Control Severance Agreement on
September 25, 2008, after several months of consideration.  The
employment agreements replace the employment agreements that the
company had previously entered into with certain of the named
executive officers.

The Employment Agreements are intended to standardize a form of
employment agreement for the company's executive officers and do
not change the existing base salary or target bonus opportunity
for any of the named executive officers, as previously approved by
the company's Compensation Committee.  The initial term of the
Employment Agreements is one year, with automatic renewals for
subsequent one-year terms unless the company or the named
executive officer gives notice of non-renewal at least 90 days
before the expiration of the initial term or any renewal term.
The Employment Agreements provide that the named executive officer
is entitled to certain severance benefits under these
circumstances:

   -- If the named executive officer is terminated other than
      for Cause, death or disability;

   -- If the named executive officer quits for Good Reason; or

   -- If the company fails to renew the term of the Employment
      Agreement.

Upon the occurrence of one of those events, the named executive
officer will be entitled to (i) continued payment of his base
salary at the time of termination for 12 months, (ii) payment of a
pro-rata portion of the bonus that otherwise would have been
payable in respect of the year of termination based on the degree
to which performance targets are achieved, to be paid at the time
bonuses are normally paid to executives, and (iii) continued
medical and health insurance benefits for up to 12 months.  To
receive the severance benefits, the named executive officer must
execute a general release of claims in favor of the company, its
employees and affiliates.  In addition, during the employment term
and for a period of one year following the termination of
employment, the named executive officer is subject to certain non-
competition and non-solicitation provisions.

In the event of a Change in Control of the company, the named
executive officer's Employment Agreement will be of no further
force and effect during the two years following the Change in
Control, and instead the named executive officer will be entitled
to the severance benefits set forth in the named executive
officer's Change in Control Severance Agreement.  The Change in
Control Severance Agreements provide that the named executive
officer is entitled to severance benefits under these
circumstances:

   -- After the occurrence of both a Change in Control during
      the term of the agreement and a subsequent termination
      of employment within two years following the Change in
      Control, either by the company for a reason other than
      Cause, death or disability or by the named executive
      officer for Good Reason; and

   -- In the event the named executive officer's employment is
      terminated during the nine month period preceding a Change
      in Control either by the company for a reason other than
      Cause, death or disability or by the named executive
      officer for Good Reason, such termination or the
      circumstance or event which constitutes Good Reason
      occurs at the request or instruction of a person who has
      entered into an agreement with the company the consummation
      of which would constitute a Change in Control or is
      otherwise in connection with or in anticipation of a Change
      in Control, and the Change in Control actually occurs.

Upon the occurrence of one of those events, the named executive
officer will be entitled to these payments and benefits:

   -- payment of an amount equal to the sum of his base salary
      and target bonus, multiplied by the applicable Severance
      Multiplier;

   -- payment of a pro-rata portion of the target bonus payable
      in respect of the year of termination;

   -- accelerated vesting of all outstanding equity awards;

   -- continued life, medical and health insurance coverage for
      a period of time equal to 12 months multiplied by the
      applicable Severance Multiplier; and

   -- payment of $10,000 for tax and financial planning services
      and reimbursement of up to $10,000 for outplacement
      services for a 1-year period following termination.

The Severance Multiplier is 2.5 for Mr. Small and 2.0 for each of
the other named executive officers.

To receive such severance benefits, the named executive officer
must execute a general release of claims in favor of the company,
its employees and affiliates.  Payments are generally made in a
lump sum following termination except, to the extent required by
Section 409A of the Internal Revenue Code.  In addition, the named
executive officer will be entitled to a tax gross-up payment for
excise taxes incurred by such named executive officer to the
extent that any payment or benefits to be received by such named
executive officer are considered to be excess parachute payments
under Section 4999 of the Internal Revenue Code, but only if the
payments and benefits the named executive officer will receive
under the Change in Control Severance Agreement are more than 110%
of the named executive officer's Safe Harbor Amount.  During the
term of the Change in Control Severance Agreement and for a number
of years following the termination of employment equal to the
applicable Severance Multiplier, the named executive officer is
subject to certain non-solicitation provisions.

A full-text copy of the Form of Employment Agreement between
Centennial Communications Corp. and the named executive officers
is available at no charge at:

              http://ResearchArchives.com/t/s?3538

A full-text copy of the Form of Change In Control Severance
Agreement between Centennial Communications Corp. and the named
executive officers is available at no charge at:

              http://ResearchArchives.com/t/s?3539

                About Centennial Communications

Based in Wall, New Jersey, Centennial Communications Corp.
(Nasdaq: CYCL) - http://www.centennialwireless.com/--
provides regional wireless and integrated communications
services in the United States and the Puerto Rico with
approximately 1.1 million wireless subscribers and 582,200 access
lines and equivalents.  The US business owns and operates wireless
networks in the Midwest and Southeast covering parts of six
states.  Centennial's Puerto Rico business owns and operates
wireless networks in Puerto Rico and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe is the largest
shareholder of Centennial.

Centennial, AT&T and Independence Merger Sub Inc., a Delaware
corporation and a wholly owned subsidiary of AT&T, entered into
that the Agreement and Plan of Merger, dated as of Nov. 7, 2008.
The Merger Agreement provides, among other things, for the merger
of the Merger Sub with and into Centennial with Centennial
surviving as a wholly owned subsidiary of AT&T.  Each share of
Centennial Common Stock issued and outstanding immediately prior
to the Effective Time will be converted into and will  thereafter
represent the right to receive $8.50 in cash, without interest.
The Centennial shares will be de-listed from the Nasdaq Global
Select Exchange and de-registered under the Securities Exchange
Act of 1934, as amended, as soon as practicable.

Consummation of the Merger is subject to the satisfaction or
waiver of certain conditions, including, but not limited to, (i)
approval of the Merger Agreement by the holders of shares of
Centennial Common Stock, (ii) conditions related to regulatory
approval and (iii) other customary closing conditions.

On November 7, Centennial held a Q&A session with employees to
explain the transaction.  A transcript of the Employee Q&A is
available at no charge at:

              http://ResearchArchives.com/t/s?353b

AT&T Inc. is a premier communications holding company.  Its
subsidiaries and affiliates, AT&T operating companies, are the
providers of AT&T services in the United States and around the
world.  Among their offerings are the world's most advanced
Internet protocol-based business communications services and the
nation's leading wireless, high speed Internet access and voice
services.  In domestic markets, AT&T is known for the directory
publishing and advertising sales leadership of its Yellow Pages
and YELLOWPAGES.COM organizations, and the AT&T brand is licensed
to innovators in such fields as communications equipment.

                          *     *     *

As reported by the Troubled company Reporter on November 13, 2008,
Fitch Ratings has placed the ratings for Centennial Communications
Corp. -- IDR 'B'; and Senior unsecured notes 'CCC+/RR6' -- and
Centennial Cellular Operating Co. -- IDR 'B'; Senior secured
credit facility to 'BB/RR1'; Senior unsecured notes to 'BB/RR1' --
on Rating Watch Positive.

On Nov. 12, TCR said Standard & Poor's Ratings Services placed
selected ratings on Centennial on CreditWatch with positive
implications, including the 'B' corporate credit rating and issue
ratings on all unsecured debt, but excluding the 'BB-' rating on
subsidiary Centennial Cellular Operating Co. LLC's credit
facility.  S&P said the CreditWatch excludes Centennial's secured
bank facility since it contains mandatory change of control
provisions which will be triggered at closing and therefore
require repayment at that time.  Centennial has about $1.9 billion
in outstanding debt, of which about $1.4 billion are affected by
the CreditWatch action.

Moody's Investors Service placed the debt of Centennial --
Corporate Family Rating, currently B2; and Senior Unsecured
Regular Bond/Debenture, currently Caa1 -- and Centennial
Communications -- Senior Secured Bank Credit Facility, currently
Ba2; and Senior Unsecured Regular Bond/Debenture, currently B2 --
on review for possible upgrade.


CHRYSLER LLC: Offers Workers Buyouts, to Impose Layoffs Year-End
----------------------------------------------------------------
Neal E. Boudette and Alex P. Kellogg at The Wall Street Journal
report that Chrysler will impose involuntary layoffs by Dec. 31,
even though 25% of the company's 17,300 salaried and an
undisclosed number of contract employees agree to leave.

Chrysler, says WSJ, is offering salaried workers who would
voluntarily leave the firm up to $75,000 and vouchers worth as
much as $25,000 toward the purchase of new cars.  According to the
report, workers must inform Chrysler by Wednesday if they will
accept the offer.

WSJ relates that Chrysler is offering a buyout offer aimed at
removing 5,000 salaried workers, as part of an effort to conserve
cash as auto sales drop.  Chrysler CEO Robert Nardelli told the
Congress last week that Chrysler's cash could become insufficient
by year-end, says WSJ.

According to WSJ, workers who prefer to stay could still lose
their jobs, and more cuts could be required if Chrysler fails to
secure government bailout and the company goes bankrupt.

WSJ relates that employees who take the buyout won't have to
report to Chrysler after Nov. 26, but will continue to receive
salary until Dec. 31.  According to the report, workers said that
more of them appear to be accepting the buyout offer, but they
weren't sure if the 25% target would be reached.  Citing people
familiar with the matter, the report states that large percentages
of workers at Chrysler's operations in Chelsea and at a Jeep
engineering center in Detroit accepted the buyout.  Chrysler's
Chelsea and Detroit operations were expected to be the target of
large-scale cutbacks, says the report.  A source said that the
mergers and acquisitions unit, engineering and development, and a
group developing a new, mid-sized sedan, are also likely to see
big cuts, according to the report.

Chrysler spokesperson Shawn Morgan said that if the firm has to
lay off employees who don't seek a buyout, it will inform them
before the end of the year, WSJ reports.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K., Argentina,
Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.


CITGO PETROLEUM: Fitch Retains Issuer Default Rating at 'BB-'
-------------------------------------------------------------
Fitch Ratings has affirmed CITGO Petroleum Corp's Issuer Default
Rating and outstanding debt ratings:

  -- IDR at 'BB-';

  -- $1.15 billion senior secured revolving credit facility
     maturing in 2010 at 'BBB-';

  -- $700 million secured term-loan maturing in 2012 at 'BBB-';

  -- $515 million secured term-loan maturing in 2012 at 'BBB-';

  -- Fixed-rate industrial revenue bonds at 'BBB-'.

Ratings positives include:

  -- The competitiveness of CITGO's three heavy-conversion
     capacity refineries, which continue to support the company's
     secured facilities;

  -- Crude oil supply agreements from parent PDVSA; and

  -- Strong covenant projections for secured lenders, including: a
     debt-to-capitalization maximum of 55%; an interest coverage
     minimum of 3.0x; and change-in-control provisions.

Ratings concerns center primarily on:

  -- The ownership of CITGO by Petroleos de Venezuela S.A (PDVSA;
     IDR rated 'BB-' with a Negative Outlook by Fitch), the
     national oil company of Venezuela.

Currently, CITGO sends most of its excess cash to its parent, a
policy which limits CITGO's free cash flow and financial
flexibility.  For the twelve months ending Sept. 30, 2008, CITGO
paid $1.03 billion in distributions to its parent.  Major asset
sales to date have included pipelines, storage terminals, and the
company's two US asphalt refineries.  Cumulative distributions to
the parent are approximately $3.6 billion, compared to a
$4 billion limit as defined by covenants.

Fitch also remains concerned about the impact that dramatically
lower oil prices may have on the operating budgets of parent PDVSA
and Venezuela, which could result in additional pressure on the
CITGO subsidiary to generate cash for distributions.  Late last
year, PDVSA took out a $1 billion loan from CITGO, which was
refinanced with a $515 million secured term loan due 2012,
$450 million in A/R securitization, and the remainder in cash.
Note that the new $515 million term loan shares in the security
package on a pari passu basis.

CITGO's refineries can process a high percentage of heavy sour
crude, which typically sell at a substantial discount to lighter
crudes such as benchmark West Texas Intermediate.  CITGO's
discounts, however, are limited somewhat by the crude contracts
with Venezuela which account for a notable portion of CITGO's
crude throughput.

CITGO is an independent crude oil refiner in the U.S. with three
modern, highly complex crude oil refineries.  Following the sale
of its stake in the CITGO-Lyondell joint-venture refinery in
Houston, CITGO now owns approximately 759,000 barrels per day of
crude refining capacity.  CITGO branded fuels are marketed through
more than 7,100 independently owned outlets.  CITGO is owned by
PDV America, an indirect, wholly owned subsidiary of PDVSA.


CITIGROUP INC: Gov't Expects Firm to Consider Breaking Up Co.
-------------------------------------------------------------
David Enrich and Deborah Solomon at The Wall Street Journal report
that Citigroup Inc. executives confirmed on Monday that the U.S.
government expects the company to consider more drastic actions,
including breaking up the company.

As reported in the Troubled Company Reporter on Nov. 25, 2008, the
government entered into an agreement on Sunday to provide
Citigroup a package of guarantees, liquidity access, and capital.
As part of the agreement, the U.S. Treasury and the Federal
Deposit Insurance Corporation will provide protection against the
possibility of unusually large losses on an asset pool of
$306 billion of loans and securities backed by residential and
commercial real estate and other such assets, which will remain on
Citigroup's balance sheet.  As a fee for this arrangement,
Citigroup will issue preferred shares to the Treasury and FDIC.
In addition and if necessary, the Federal Reserve will be ready to
backstop residual risk in the asset pool through a non-recourse
loan.

According to WSJ, Citigroup Chief Financial Officer said in an
interview that the company has no "preconceptions" about its
businesses and that "the constituent parts could change.  We're
looking all the time to see if there are different possible
combinations, either buy or sell, that make sense for the
organization."

Citing people familiar with the situation, WSJ relates that
Citigroup's executives and directors have discussed potential
mergers with other financial institutions or the sale of major
business lines.

Damian Paletta and Deborah Solomon at WSJ report that the
government's rescue of Citigroup is creating confusion about the
government strategy to shore up volatile markets.  The report says
that the government had a broad-based plan of injecting capital
into lenders to bolster the financial system, but over the weekend
officials reverted to propping up a specific troubled institution,
days after Treasury Secretary Henry Paulson assured that rescue
programs had removed the dangers of a big financial institution
collapsing.  The Citigroup rescue, according to WSJ, fueled the
criticism that the government is willing to bail out the biggest
banks, while letting smaller ones, consumers, and small companies,
fail.

David Reilly at WSJ states that Phoenix Partners Group said that
the cost of insuring against default on $10 million of Citigroup
debt rose to $500,000 on Friday, compared with $215,000 two weeks
ago.  The report says that this showed how worried investors were
that Citigroup could fail.  On Monday, the cost of insuring
against default at Citigroup dropped to $250,000, according to the
report.

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 Sept. 30, 2008.


CITIGROUP INC: Gov't Rescue Gives Life Back to Company; Shares Up
-----------------------------------------------------------------
David Enrich at The Wall Street Journal reports that Citigroup
Inc. shares rose 2.2%, or 13 cents, to $6.08, in the New York
Stock Exchange on Tuesday, after rising 58% on Monday, amid
optimism that the government's rescue plan will stabilize the
bank.

As reported in the Troubled Company Reporter on Nov. 25, 2008, the
U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
As part of the agreement, the U.S. Treasury and the Federal
Deposit Insurance Corporation will provide protection against the
possibility of unusually large losses on an asset pool of
approximately $306 billion of loans and securities backed by
residential and commercial real estate and other such assets,
which will remain on Citigroup's balance sheet.  As a fee for this
arrangement, Citigroup will issue preferred shares to the Treasury
and FDIC.  In addition and if necessary, the Federal Reserve will
backstop residual risk in the asset pool through a non-recourse
loan.

Citing some analysts, WSJ states that the government's decision to
inject $20 billion of capital into Citigroup and absorb as much as
$249 billion in potential losses on real-estate loans and
securities held by the bank would keep nudging the stock higher.
WSJ quoted Sandler O'Neill & Partners LP analyst Jeffery Harte as
saying, "While we admit that [Citigroup's] balance sheet remains a
bit of a black box, we think significantly diminished solvency
concerns should drive additional share price appreciation."  Mr.
Harte, says WSJ, on upgraded his rating on Citigroup shares to
"buy" from "hold" on Tuesday.

Mr. Pandit said that Citigroup will emerge from the crisis as a
"high-end retail bank" serving "clients that need our globality.
We've gotten rid of a lot of businesses, we're going to get rid of
a lot more over time," Bloomberg reports.

"It's very hard to say we should invest all this money [from the
government] in Citigroup and leave Citigroup management totally
intact.  If a private-equity firm made an investment in Citigroup,
how many board members would it ask for?" Bloomberg quoted Peter
J. Solomon & Co. chairperson, Peter Solomon, as saying.

Still major rating firms warned that they might downgrade
Citigroup debt, which would make it more expensive for the company
to fund its daily operations, WSJ relates.

                 John Donnelly Leaves Firm

WSJ reports that John Donnelly will leave Citigroup as its human
resources chief, to take the same position at J.P. Morgan.
According to WSJ, Mr. Donnelly, who spent 30 years at Citigroup,
will succeed John Bradley, who will stay with J.P. Morgan in
"another senior capacity."

Citigroup has appointed Paul McKinnon, a former Dell Inc.
executive who joined Citigroup in January as talent management
chief, will take Mr. Mr. Donnelly's place, WSJ says.

                Stockholders to File Lawsuit

Martha Graybow at Reuters reports that stockholders will file a
new version of their lawsuit in the U.S. District Court in
Manhattan against Citigroup as their losses worsen.

Reuters relates that investors sued Citigroup last year for fraud,
after the company's shares dropped on the bank's subprime mortgage
woes.  The investors, according to Reuters, claimed that Citigroup
and several individuals, including former CEO Charles Prince,
breached securities law by artificially increasing the stock price
by concealing its exposure to subprime-linked debt.

This year, Citigroup's shares are trading at around $6 apiece
compared with $31 a year ago, even after two government bailouts
in the last two months, Reuters says.  Shares have dropped and are
down 54% in November, according to the report.

Reuters states that the lead plaintiff is a group of former
employees and directors at Automated Trading Desk, who received
Citigroup stock in exchange for selling their electronic trading
company to the bank in a $680 million deal disclosed in July 2007.
Group members, through that deal got more than 3.9 million
Citigroup shares, which were valued at about $52 a piece at the
time the buyout was being negotiated, court documents say.

Citing Automated Trading Desk, Reuters relates that the members
had suffered $76.8 million in losses as of January 2008, which is
much higher now that Citigroup's stocks declined this year.

Bradley Keoun and Christine Harper at Bloomberg News report that
Citigroup CEO Vikram Pandit blamed the management's concentration
on real estate assets for the company's losses and decimated
stock.  According to the report, Mr. Pandit said in an interview
with PBS's Charlie Rose show, "What went wrong is we had
tremendous concentration in the sense that we put a lot of our
money to work against U.S. real estate.  It's a lot easier to get
into these situations than it is to get out of them."

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 Sept. 30, 2008.


COHR HOLDINGS: Moody's Junks Rating on Senior Sec. Credit Facility
------------------------------------------------------------------
Moody's Investors Service downgraded Cohr Holdings, Inc.'s
Corporate Family Rating and Probability of Default ratings to Caa2
from Caa1.  Moody's also downgraded the ratings on the senior
secured credit facility to Caa1 from B3.  The outlook remains
negative.

The downgrade of the ratings follows the significant decline in
EBITDA that Cohr reported for the quarter ended Sept. 30, 2008.
In May 2008, Cohr was notified that its largest customer, a
national hospital company, would not be renewing its contract for
Biomedical and Diagnostic Imaging equipment servicing and
maintenance.  Moody's believes the decline in EBITDA in the
quarter signals increasing risk that the company may not be able
to sufficiently offset the lost business through cost cutting
measures and new business wins.  The downgrade to Caa2 reflects
the company's highly leveraged position, very weak interest
coverage and Moody's belief that a liquidity shortfall is
increasingly likely in the next 12-24 months.

The last rating action was on June 5, 2008, when Moody's
downgraded Cohr's Corporate Family Rating to Caa1 from B2 citing
the loss of Cohr's largest customer and materially weaker than
expected operating performance in the year since the ratings were
first assigned.

These ratings were downgraded:

  -- Corporate Family Rating; to Caa2 from Caa1

  -- Probability of Default Rating; to Caa2 from Caa1

  -- $20 million Senior Secured Revolver; to Caa1 (LGD3/39%) from
     B3 (LGD3/39%)

  -- $140 million Senior Secured Term Loan; to Caa1 (LGD3/39%)
     from B3 (LGD3/39%)

The ratings outlook remains negative.

Headquartered in Chatsworth, California, Cohr Holdings, Inc., is a
leading independent service organization in the diagnostic imaging
and biomedical equipment maintenance and repair services industry.
For the twelve months ended Sept. 30, 2008, the company generated
revenue of $154 million.


COMPREHENSIVE CARE: Sept. 30 Balance Sheet Upside Down by $8.6MM
----------------------------------------------------------------
Robert J. Landis, Chairman, chief financial officer and treasurer
of Comprehensive Care Corporation, discloses that the company's
balance sheet as of Sept. 30, 2008, showed total assets of
$4,945,000 and total liabilities of $13,643,000, resulting in
total stockholders' deficit of $8,698,000.

"We have incurred significant operating losses and negative cash
flows from operating activities, which raise substantial doubt as
to our ability to continue as a going concern," Mr. Landis says.

For the nine months ended Sept. 30, 2008, the company posted a net
loss of $4,831,000, compared with $2,722,000 for the same period a
year earlier.

During the nine months ended Sept. 30, 2008, net cash used in
operations totaled $5.5 million, attributable primarily to payment
of claims on the company's Indiana, Pennsylvania, and Maryland
contracts, which have experienced high utilization of services by
members.  "Approximately $1.5 million of the total cash usage was
due to a timing difference in the monthly capitation remittance
from our Indiana client, which was received in October 2008.  In
addition, approximately $0.7 million in cash was used to pay
accrued claims payable relating to three contracts that terminated
during the quarter ended December 31, 2007, and a contractually
required severance payment of $410,000 was made to our former
Chief Executive Officer.  Cash used in investing activities is
comprised of $41,000 in additions to property and equipment offset
by $20,000 in proceeds from payments received on notes receivable.
In September 2008, we completed private placements of our common
stock generating $125,000 in cash proceeds and issued a
convertible promissory note in the amount of $200,000, providing
additional funds for working capital purposes.  Other cash flows
from financing activities consist of repayment of debt of $41,000.
At Sept. 30, 2008, cash and cash equivalents amounted to
$1.1 million," Mr. Landis relates.

"At Sept. 30, 2008, we had a working capital deficit of
$5.2 million.  During June and July of 2008, we reduced our usage
of consultants and temporary employees as well as eliminated
permanent staffing positions.  In addition, we implemented a 10%
salary reduction for employees at the vice president level and
above and have reduced outside directors' fees by 10%.  We have
also requested rate increases from several of our existing
clients."

"The significant decrease in our cash position is primarily
attributable to our major Indiana contract, which ends Dec. 31,
2008.  To reduce the claim expenses of this contract, we have
implemented additional utilization and case management procedures.
We are also in the process of negotiating a rate increase.  If the
rate increase is realized, we would also receive a lump sum
payment to offset past contract expenses. Management believes the
combination of the rate increase and lump sum payment would
provide sufficient cash to cover the claims run-out after the
contract ends.  We can provide no assurance that we will be
successful in our negotiations with this client. If we are
unsuccessful, we will need to raise additional equity capital or
seek additional debt financing to fund the claims run-out from
this contract."

Hythiam, Inc., purchased a majority controlling interest in the
company through its purchase of Woodcliff Healthcare Investment
Partners LLC in January 2007.  Mr. Landis says Hythiam is under no
obligation to provide the company with any form of financing, and
the company does not currently anticipate receiving a cash
investment from Hythiam.  "Failure to obtain sufficient debt or
equity financing and, ultimately to achieve profitable operations
and positive cash flows from operations during the remaining
period in 2008 would adversely affect the Company's ability to
achieve its business objectives and continue as a going concern.
There can be no assurance as to the availability of any additional
debt or equity financing and, if available, that the source of the
financing would be available on terms and conditions acceptable to
us, or that we will be able to achieve profitable operations and
positive cash flows."

A full-text copy of the company's latest Quarterly Report is
available for free at http://researcharchives.com/t/s?352e

                     About Comprehensive Care

Comprehensive Care Corporation is a Delaware corporation organized
in 1969.  Primarily through its wholly owned operating subsidiary,
Comprehensive Behavioral Care, Inc., and subsidiaries, the company
provides managed care services in the behavioral health and
psychiatric fields.  Its customer base includes both private and
governmental entities.  The company provides services primarily by
a contracted network of providers.


CONCORD CAMERA: Posts $12.6 Million Net Loss in FY Ended June 28
----------------------------------------------------------------
BDO Seidman, LLP, in Miami, Florida, disclosed to the Board of
Directors and stockholders of Concord Camera Corp. on Nov. 6,
2008, that after auditing the company and its subsidiaries'
financial statements for the fiscal year ended June 28, 2008, it
has substantial doubt about the company's ability to continue as a
going concern.  The firm noted that on Oct. 29, 2008, the Board of
Directors recommended the company's dissolution and the adoption
of a plan of liquidation.  The Liquidation Proposal is subject to
approval by the company's shareholders.  Pending the shareholders'
vote on the Liquidation Proposal, the company has ceased
manufacturing products, purchasing materials and products and
undertaking commitments for sales of company's products except for
products that the company has remaining in its inventory.

The company's balance sheet as of June 28, 2008, showed total
assets of $70,602,000, total liabilities of $36,700,000, and total
stockholders' equity of $33,902,000.

The company has posted recurring losses.  For the fiscal year
ended June 28, 2008, the company's net loss was $12,607,000.  For
the fiscal years ended June 30, 2007, and July 1, 2006, the
company posted net losses of $11,726,000 and $19,611,000,
respectively.

A full-text copy of the company's Annual Report is available for
free at http://researcharchives.com/t/s?3534

The Troubled Company Reporter reported on November 3, 2008, that
the Plan of Liquidation contemplates an orderly wind down of the
company's business and operations, the monetization of the
company's non-cash assets, the satisfaction or settlement of its
remaining liabilities and obligations and one or more
distributions to its shareholders.  In connection with the board's
approval of the Plan of Liquidation, the company also said that it
has ceased manufacturing and terminated certain of its employees
and, if the company's shareholders approve the Plan of
Liquidation, will terminate its remaining employees throughout the
wind down period.

The TCR added that if the company's shareholders approve the Plan
of Liquidation, the company intends to file a certificate of
dissolution, sell and monetize its non-cash assets, satisfy or
settle its remaining liabilities and obligations, including
contingent liabilities and claims, and make one or more
distributions to its shareholders of cash available for
distribution.  In connection with the shareholder approval of the
Plan of Liquidation, the company expects to delist its shares from
NASDAQ.

                     About Concord Camera Corp.

Headquartered in Hollywood, Florida, Concord Camera Corp.
(NASDAQ:LENS) -- http://www.concord-camera.com/-- through its
subsidiaries, provides easy-to-use 35mm single-use and traditional
film cameras.  Concord markets and sells its cameras on a private-
label basis and under the POLAROID and POLAROID FUNSHOOTER brands
through in-house sales and marketing personnel and independent
sales representatives.  The POLAROID trademark is owned by
Polaroid Corporation and is used by Concord under license from
Polaroid.


COPPERFORD LLC: Court Sets Hearing on January 14, 2009
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
has scheduled a hearing on Copperford, LLC's Chapter 11 case on
Jan. 14, 2009, Central Valley Business Times reports.

According to Business Times, Copperford, which owns Vino Piazza in
Lockeford, filed for protection from creditors under Chapter 11.

Business Times relates that the eight boutique wineries that rent
space at Vino Piazza will continue operating while Copperford goes
through the bankruptcy process.

Vino Piazza houses a restaurant and an art gallery, and
Copperfords owner Don and Karyn Litchfield's collection of
minerals and real and replica dinosaur fossils, Business Times
states.

Lockeford, California-based Copperford, LLC -- dba Olde Lockeford
Winery; Vino Piazza; VIP Wine Group; Vino Piazza, the Winery
Plaza; and Vina Piazza, the Winery Plaza -- offers renovation
services.  The company filed for Chapter 11 protection on Nov. 4,
2008 (Bankr. E. D. Calif. Case No. 08-36148).  Carl W. Collins,
Esq., at Carl W. Collins Attorney At Law represents the company in
its restructuring effort.  The company listed assets of
$10 million to $50 million and debts of $1 million to
$10 million.


CPW ACQUISITION: Files For Chapter 11 w/ Related Firm
-----------------------------------------------------
CPW Acquisition Corp., and Robert Lane Estates Inc., filed
separate Chapter 11 petitions on Nov. 21, before the U.S.
Bankruptcy Court for the Southern District of New York
(Manhattan).

According to Bill Rochelle of Bloomberg, the two firms are related
companies owning a penthouse at Trump International Hotel and
Tower on Central Park South in Manhattan and a singlefamily home
in Beverly Hills, California.  A third related company owns a
penthouse at Fountain House on Park Street in London.

According to the same report, the Central Park South property was
appraised in June 2006 for $25 million while the Beverly Hills
home had an $8 million appraisal done at the same time.  The
London property has a $14.7 million appraisal.

Fortress Credit Corp., a secured creditor, foreclosed on the
London property in July.

Bloomberg says that court filings say New York-based Fortress is
owed $32.8 million on its secured claim.  The Chapter 11 filing
was made to halt a Nov. 21 foreclosure on the California property.
The New York penthouse is also under foreclosure.

CPW Acquisition Corp. filed for Chapter 11 protection on November
20, 2008 (Bankr. S. D. N.Y. Case No. 08-14623).  Its counsel is
Kenneth M. Lewis, Esq., at Sanford P. Rosen & Associates, P.C., in
New York.  In its bankruptcy protection, it estimated assets and
debts of $10 to $50 million.

Robert Lane Estates Inc. filed for Chapter 11 protection on Nov.
21, 2008 (Bankr. S. D. N.Y. Case No. 08-14625).


CREATIVE DESPERATION: Claims Judge Biased in Bankruptcy Case
------------------------------------------------------------
Mediabistro.com reports that Peter Letterese of Creative
Desperation Inc. said in an appeal on Thursday that the Hon. John
K. Olson of the U.S. Bankruptcy Court for the Southern District of
Florida has defied statutes and almost a dozen precedents in
federal bankruptcy decisions, which then helped the Church of
Scientology International.

Mediabistro.com relates that sources familiar with Judge Olson say
that they have never seen either Judge Olson or any Bankruptcy
Court judge to be "so consistently one-sidedly" in any Chapter 11
case, which resulted into a conversion of the case to Chapter 7
liquidation and the loss of the Debtor's counsel.

According to Mediabistro.com, Mr. Letterese filed a lawsuit
against Tom Cruise as one of the two top leaders of Scientology,
which he calls as "The International Scientology Economic Hate
Crime Syndicate."  The report says that Mr. Letterese alleged that
the church has been trying to destroy him and his company
financially, to avoid paying tens of millions in unpaid royalties
dating back to 1971, to an author's estate for whom he has been
the exclusive worldwide agent since in 1994.

Mediabistro.com states that Mr. Letterese claimed that Judge
Olson's Bankruptcy Court has abused its discretion more than a
dozen instances when it converted Creative Desperation's Chapter
11 bankruptcy to a Chapter 7 proceeding, before allowing the
Debtor to present any reorganization plan.

The Court didn't conduct a full evidentiary hearing, nor did it
review the lone asset of Creative Desperation, Mediabistro.com
says, citing Mr. Letterese.  According to the report,
Mr. Letterese said that the Court didn't give due consideration to
Creative Desperation's overall position.

The Court, according to Mediabistro.com, said that Mr. Letterese's
appeal, having ignored fact after fact, has an incomplete picture
of Creative Desperation's situation and "an even more skewed
understanding" of the Debtor's actions and motives.

Mediabistro.com relates that Creative Desperation claimed that
Judge Olson is "running interference" for Scientology and against
Mr. Letterese, crippling his ability to bring his lawsuit case
before Judge William J. Zloch, the Federal District Court Judge to
whom the case was assigned in July 2008.  According to the report,
Judge Olson froze that case until 2009 and targeted
Mr. Letterese's counsel for sanctions without ever alleging either
breaches in law or legal professional ethics.

Weston, Florida-based Creative Desperation Inc., dba Galileo
Systems International, was founded by Peter Letterese.  Creative
Desperation has changed its name six times.  Its other names
include Peter Letterese & Associates Inc., Safepoint Family
Training, Buildstrong International and S.A.V.E. International.

The Debtor filed its Chapter 11 petition on June 30, 2008 (Bankr.
S.D. Fla. Case No. 08-19067).  Judge John K. Olson presides over
the case.  Charles D. Franken, Esq., represents the Debtor in its
restructuring efforts.  The Debtor listed total assets of
$501,000,050 and total liabilities of $2,552,400 when it filed for
bankruptcy.


CREDIT SUISSE: Fitch Downgrades Ratings on 4 Certificate Classes
----------------------------------------------------------------
Fitch Ratings has downgraded four classes of Credit Suisse First
Boston Mortgage Securities Corp.'s commercial mortgage pass-
through certificates, series 2001-CK3, and assigned Rating
Outlooks:

  -- $24.8 million class J to 'BB+' from 'BBB-'; Outlook Negative;
  -- $9 million class K to 'B+' from 'BB'; Outlook Negative;
  -- $12.7 million class L to 'CCC/DR2' from 'B';
  -- $9.8 million class M to 'C/DR6' from 'CC/DR3'.

Fitch has also affirmed and assigned Rating Outlooks to these
classes:

  -- $24.1 million class A-3 at 'AAA'; Outlook Stable;
  -- $582.4 million class A-4 at 'AAA'; Outlook Stable;
  -- Interest-only class A-X at 'AAA'; Outlook Stable;
  -- $42.3 million class B at 'AAA'; Outlook Stable;
  -- $56.3 million class C at 'AAA'; Outlook Stable;
  -- $11.3 million class D at 'AAA'; Outlook Stable;
  -- $14.1 million class E at 'AAA'; Outlook Stable;
  -- $25.4 million class F at 'AA+'; Outlook Stable;
  -- $8 million class G-1 at 'A+'; Outlook Negative;
  -- $11.7 million class G-2 at 'A+'; Outlook Negative;
  -- $14.1 million class H at 'A-'; Outlook Negative.

Classes A-1 and A-2 have paid in full.  Classes N and O, which
were not rated by Fitch, have been reduced to zero based on
realized losses.

The downgrades are due to Fitch projected losses on the specially
serviced loans (2.3%).  The Rating Outlooks reflect the Fitch
Loans of Concern (10.8%), and indicate the likely direction of any
rating changes over the next one to two years.  As of the November
2008 distribution date, the transaction balance has been reduced
by 24.9%, to $845.9 million, from $1.13 billion at issuance.  To
date, 36 loans (38.8%) have defeased.

The largest specially serviced asset (1.1%) is secured by a 400-
unit multifamily property located in Houston, Texas.  The loan
transferred June 20, 2008 due to payment default, following a
steady decline in occupancy, from 87% at year-end 2006 to 55% as
of March 2008.  A foreclosure sale is scheduled for Dec. 2, 2008.
Fitch expects the trust to incur losses on the loan.
The second largest specially serviced asset (0.7%) is secured by a
208,000 square foot industrial property located in Waterbury,
Connecticut. The property is 100% occupied and had a servicer-
reported debt service coverage ratio of 1.72 times as of YE 2007.
The loan went into payment default when the single tenant failed
to remit rent payments in a timely manner; however, the loan has
been brought current.  Though the tenant filed for bankruptcy in
October 2008, the lease guarantor continues to make payments.
Fitch does not expect losses at this time.

The third largest specially serviced asset (0.4%) is
collateralized by a 128-unit multifamily property located in
Houston, Texas.  The asset has been real estate owned since
April 1, 2008.  The property is under contract for sale, with due
diligence running through Nov. 17, 2008 and closing scheduled for
one month later, subject to a 15-day extension period.  The most
recent appraised value indicates losses.

The smallest specially serviced asset (0.1%) is secured by a 44-
unit multifamily property located in Irving, Texas.  The loan was
transferred to special servicing May 14, 2008 due to non-payment.
The property is currently 100% vacant, following revocation of the
property's certificate of occupancy.  The receiver has received an
offer to purchase the property, which is currently being
evaluated.  Fitch expects losses on the asset.

At issuance, two loans were considered to have investment-grade
shadow ratings.  The 888 Seventh Avenue loan has paid in full.
The Atrium Mall (5.3%) is a 215,000 sf anchored retail center
located in Chestnut Hill, Massachusetts.  Reported occupancy as of
year-end 2007 was 93%, compared to 92% at issuance.  The loan
maintains its investment-grade shadow rating.

Fitch notes that with the exception of one loan (0.9%), which is
performing matured and is in the process of refinancing, no
additional non-defeased loans mature or are anticipated to repay
until April 2010.


DAYJET CORP: Files for Chapter 7 Bankruptcy in Delaware
-------------------------------------------------------
Bloomberg News' Michael Bathon reports that DayJet Corp. filed a
voluntary petition under Chapter 7 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware.

According to Mr. Bathon, the Chapter 7 filing came after the
company disclosed on Sept. 19, 2008, that it is ceasing operations
of its "on demand" airline service due to its inability to access
additional financing.

The company listed $17.2 million in assets and $23.1 million in
debts in its filing, Bloomberg says.  The company owes as much as
$19.8 million to its unsecured creditors, the report adds.

"It is unfortunate that these developments have come at the same
time our nation has fallen into the most serious capital crisis of
our lifetime," Bloomberg quoted company founder Ed Iacobucci as
saying.

Headquartered in Boca Raton, Florida, DayJet Corp. --
http://www.dayjet.com-- operates a nonscheduled chartered
passenger air transportation company.  The company served 45
cities across Alabama, Florida, Georgia, Mississippi and South
Carolina.


DBSI INC: Investors Want Examiner Appointed
-------------------------------------------
Bloomberg News reports that a group of investors who purchased
interests in certain projects of DBSI Inc., is asking the U.S.
Bankruptcy Court for the District of Delaware to order the
appointment of an examiner in DBSI's Chapter 11 cases.

According to Bloomberg's Bill Rochelle, the investors point to a
class-action suit filed before bankruptcy making allegations that
the company committed bank and tax fraud while intentionally
concealing the value of properties, failing to maintain required
cash reserves, and inducing people to invest without performing
due diligence.

The automatic stay under the Bankruptcy Code has automatically
suspended the suit against the Debtors.  However, the suit is
ongoing, as to the directors and officers, because they are not
covered by the automatic stay.  According to Bloomberg, the
company is in the process of halting the suit from proceeding
against its D&Os.

The report adds that three different groups of investors filed
identical motions on Nov. 20 seeking to conduct Bankruptcy Rule
2004 examinations of the company and its CEO and President Douglas
Swenson.  The investors want information related to motions DBSI
is making to reject contracts regarding the projects where they
have investments.

The motion for an examiner is on the calendar for Dec. 10.

                         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.


DEAN C. HENNING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dean C. Henning and
        Marie E. Henning
        1824 Mt. Zion
        P.O. Box 2655
        Janesville, WI 53545
        Tel: (608) 756-1130

Bankruptcy Case No.: 08-16174

Chapter 11 Petition Date: November 20, 2008

Court: Western District of Wisconsin (Madison)

Debtor's Counsel: Guy K. Fish, Esq.
                  gfish@charterinternet.com
                  Fish Law Offices
                  533 Vernal Avenue
                  Milton, WI 53563
                  Tel: (608) 868-3200

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

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

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

            http://bankrupt.com/misc/wiwb08-16174.pdf

The petition was signed by the debtor Dean C. Henning and the
joint debtor Marie E. Henning.



DEI HOLDINGS: S&P Withdraws 'B' Rating at Company's Request
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew the
ratings on Vista, California-based DEI Holdings Inc. and
subsidiary DEI Sales Inc., including the 'B' corporate credit
rating, at the company's request.


DOWNEY FINANCIAL: S&P's Counterparty Credit Rating Tumbles to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Downey Financial Corp. to 'D/D' from 'CCC-/Negative' in
response to Downey Savings and Loan Association being placed in
receivership by the Office of Thrift Supervision.  At the same
time, S&P revised the issuer credit rating on Downey to 'R' from
'CCC', signifying regulatory intervention.  U.S. Bank N.A.
(AA+/Stable/A-1+) has agreed to acquire all of Downey's deposits,
so S&P raised the uninsured deposit rating on Downey to 'AA+/A-1+'
from 'CCC/C'.

On Nov. 21, 2008, the OTS closed Downey and named the Federal
Deposit Insurance Corp. as receiver.  The FDIC transferred all
deposit accounts, substantially all the assets, and most of the
liabilities of Downey to U.S. Bank N.A. (Cincinnati, Ohio).  Any
claims by equity holders were not acquired. With the holding
company now cut off from the bank and with only limited financial
resources of its own, S&P believes that the holding company's
financial position is greatly impaired, even if not technically
insolvent.

The OTS took this action after determining that Downey's
deteriorating financial profile left it in an "unsafe and unsound
condition."  Downey's mounting financial stress from growing
asset-quality problems and eroding capitalization illustrate the
impact of the housing market woes on the state of California.
This, coupled with Downey's inability to meet its recently
increased regulatory minimum capital requirements, led regulators
to view the company as unable to continue as a going concern.

"We believe that Downey's large amount of secured advances from
the Federal Home Loan Bank, the regulatory depositor preference,
and the prevailing poor market values for mortgage-related assets
limit the likely recovery on Downey's rated holding company-issued
senior debt," said Standard & Poor's credit analyst Sunsierre
Newsome.

U.S. Bank will receive around $12.8 billion of assets and assume
about $11.3 billion of liabilities (including $9.7 billion in
deposits) from Downey.  All former Downey Savings and Loan
Association bank branches will reopen for normal business hours as
branches of U.S. Bank, and customers will have full access to all
banking services.  "Acquiring Downey bolsters U.S. Bank's growth
strategy in key California markets.  In addition, U.S. Bank will
modify the terms of certain acquired loans in accordance with the
FDIC's Mortgage Loan Modification Program, to improve
affordability and allow borrowers to remain in their homes," Ms.
Newsome added.


DIOMED HOLDINGS: Plan Confirmation Hearing Continued to December 4
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
continued to Dec. 4, 2008, the confirmation hearing of the joint
amended plan of liquidation proposed by the Diomed Holdings, Inc.,
Diomed, Inc., and the Official Committee of Unsecured Creditors
dated Sept. 15, 2008.  The Court first convened a confirmation
hearing on the Joint Plan last Nov. 4, 2008.

The Court stated that if no objections to (i) the Debtors'
proposed settlement agreement with Dornier MedTech America, Inc.,
and (ii) the stipulation compromising claims of Endolaser
Associates, L.L.C., are timely filed with the Court, the Joint
Plan may be confirmed without a hearing.

As reported in the Troubled Company Reporter on Sept 25, 2008,
Diomed obtained permission from the Court in June 2008 to sell its
assets for $8 million to AngioDynamics Inc. plus the assumption of
specified liabilities.

The Plan provides for a 20.6% recovery for unsecured creditors.

                      About Diomed Holdings

Based in Andover, Massachussetts, Diomed Holdings Inc. (AMEX:
DIO) -- http://www.evlt.com/and  http://www.diomedinc.com/--
develops and commercializes minimal and micro-invasive medical
procedures that use its proprietary laser technologies and
disposable products.  Diomed's EVLT(R) laser vein ablation
procedure is used in varicose vein treatments.  Diomed also
provides photodynamic therapy for use in cancer treatments, and
dental and general surgical applications.  Diomed Holdings has
no assets other than its 100% ownership in Diomed Inc., its
operating unit.  Diomed Inc. owns 100% of Diomed Ltd. in the
United Kingdom and Diolaser Mexico SA de CV in Mexico.  The
company also has an affiliate in Asia through Diomed Hong Kong.

The company and its affiliate, Diomed Inc., filed for Chapter 11
protection on March 14, 2008 (Bankr. D. Mass. Case Nos. 08-40750
and 08-40749).  Douglas R. Gooding, Esq., at Choate Hall &
Stewart LLP, is the Debtors local counsel and McGuireWoods LLP
is its general counsel.  Goulston & Storrs P.C. is counsel to
the Official Committee of Unsecured Creditors.  The company's
schedules show total assets of $19,936,479 and total liabilities
of $14,743,485.

In connection with the Chapter 11 filings, Diomed Ltd. filed for
Administration under the laws of the United Kingdom in the
Cambridge County Court.  Steven Mark Law of Ensors was named as
administrator.


DOWNEY FINANCIAL: Moody's Downgrades Senior Unsecured Rating to C
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured and
issuer ratings of Downey Financial Corp. to C from Ca.  Moody's
expects to subsequently withdraw Downey Financial Corp.'s ratings.
Downey Savings and Loan Association's bank financial strength,
long term deposit and issuer ratings were withdrawn.

The rating actions follow the purchase of substantially all of the
assets and the assumption of all the deposits and certain other
liabilities of Downey Savings and Loan Association by U.S. Bank
N.A. (USB, rated Aa1 for deposits) in a transaction facilitated by
the Federal Deposit Insurance Corporation.  Immediately prior to
the purchase, the Office of Thrift Supervision closed Downey
Savings and Loan and appointed the FDIC as the receiver.

USB did not acquire any assets or assume any liabilities of Downey
Financial Corp. including its $200 million senior note.  Downey
Financial Corp. announced that it intends to file for Chapter 7
bankruptcy no later than Nov. 26, 2008.  Moody's expects that the
loss on Downey Financial Corp.'s senior note will be significant.
This is reflected in the assigned C rating.

The withdrawal of all Downey Savings and Loan Association ratings
reflects the closing of this institution and the assumption of its
outstanding obligations by USB.

Downgrades:

Issuer: Downey Financial Corp.

  -- Issuer Rating, Downgraded to C from Ca

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C from
     Ca

Outlook Actions:

Issuer: Downey Financial Corp.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Downey Savings & Loan Association

  -- Outlook, Changed To Rating Withdrawn From Rating Under Review

Withdrawals:

Issuer: Downey Savings & Loan Association

  -- Bank Financial Strength Rating, Withdrawn, previously rated E

  -- Issuer Rating, Withdrawn, previously rated Ca

  -- OSO Rating, Withdrawn, previously rated NP

  -- Deposit Rating, Withdrawn, previously rated NP

  -- OSO Senior Unsecured OSO Rating, Withdrawn, previously rated
     Ca

  -- Senior Unsecured Deposit Rating, Withdrawn, previously rated
     B3


EARTHFIRST CANADA: Can't File 3rd Quarter Financial Report on Time
------------------------------------------------------------------
EarthFirst Canada Inc. disclosed that its financial statements for
the third quarter ended Sept. 30, 2008, would not be filed by
Nov. 14, 2008.

On Nov. 13, EarthFirst provided corporate updates.

On Aug. 21, 2008, the board of directors of EarthFirst had decided
to commence a formal review of the company's strategic
alternatives in order to maximize shareholder value.  The board
appointed a Special Committee of the board to oversee the
strategic review process, and engaged Blair Franklin Capital
Partners Inc. of Toronto, Ontario, together with GMP Securities
Ltd., to provide independent strategic advice to the Special
Committee.  Independent legal counsel was also retained to provide
independent legal advice to the Special Committee.  The Special
Committee and their advisors undertook a review of all the
company's alternatives and on Sept. 22, 2008, the board decided to
proceed with the sale of EarthFirst and actively solicit interest
from third party purchasers.  After this decision, the assets and
liabilities of the company were classified as held for sale.  The
net assets of the company must also be written down to their net
realizable value.

On Nov. 4, 2008 the company made an application to the Court of
Queen's Bench of Alberta, Judicial Centre of Calgary and
obtained an Order for creditor protection under the Companies'
Creditors Arrangement Act (Canada).  EarthFirst's efforts to
pursue strategic alternatives have been hindered by the crisis in
the worldwide financial markets which has impacted EarthFirst's
ability to raise financing or to complete a sale of the company.
As a result of EarthFirst's current financial resources and the
inability of the company to complete a fulsome sale process in
sufficient time to address its financial condition, EarthFirst's
board determined that seeking CCAA protection would be in the best
interests of the company and its stakeholders.  While under CCAA
protection, the company will continue with its day-to-day
operations and its efforts to pursue strategic alternatives.

EarthFirst further expects CCAA protection will allow parties
engaged in the sale process additional time for due diligence.

EarthFirst has sought protection under the CCAA as its cash in
hand would not allow it to meet its current obligations and its
obligations with respect to the ongoing construction of its 144 MW
Dokie I Project in British Columbia.  CCAA protection stays
creditors and others from enforcing rights against the
company and affords it the opportunity to restructure its
financial affairs.  The Court has granted CCAA protection for an
initial period of 30 days, expiring Dec. 4, 2008, to be extended
thereafter as the Court deems appropriate.  If by Dec. 4, 2008,
the company has not filed a Plan of Arrangement, or obtained an
extension of the CCAA protection, creditors and others will no
longer be stayed from enforcing their rights.

While under CCAA protection, the company's board maintains its
usual role and its management remains responsible for the
day-to-day operations of the company, under the supervision of
Ernst & Young Inc., who is the Court-appointed Monitor, and who
will be responsible for reviewing the company's ongoing
operations, assisting with the development and filing of the Plan,
liaising with creditors and other stakeholders and reporting to
the Court.  The board and management of the company will be
primarily responsible for formulating the Plan for restructuring
EarthFirst's affairs.  The company will continue with its
efforts to find a buyer for the company or its assets while under
CCAA protection.

Although CCAA protection enables EarthFirst to continue with its
day-to-day operations until its CCAA status changes, the
implications for EarthFirst's shareholders are less clear.
EarthFirst continues to explore a number of alternatives,
including a sale of EarthFirst and the repayment of all creditors
in full.  However, the Plan must be approved by the requisite
number and value of the affected creditors, as required by law, as
well as by the Court.  At the end of the restructuring process,
the value of what is left for shareholders will depend upon the
terms of the Plan approved by the affected stakeholders.  If the
Plan is not so approved, it is possible that EarthFirst would be
placed into receivership or bankruptcy.

On Nov. 3, 2008, EarthFirst received a Notice of Intention to
Enforce Security from WestLB AG, a secured creditor of EarthFirst,
notifying the company that it intends to enforce its security over
the project assets comprising the Dokie I Project pursuant to a
Turbine Supply Loan Agreement dated May 14, 2008, between
EarthFirst and WestLB.  The total amount of indebtedness secured
is $131 million.  Pursuant to the notice, WestLB will not have the
right to enforce its security until after the expiry of 10 days
following the sending of the notice.  Prior to receiving CCAA
protection, EarthFirst and WestLB entered into a Forbearance
Agreement in respect of the indebtedness owed to WestLB by
EarthFirst agreeing, among other things, that WestLB would be
exempted from the stay in the CCAA initial order but would
forbear from enforcing it's claim under the negotiated terms of
the agreement until Jan. 4, 2009, and to other matters relating to
the conduct of EarthFirst during the period of CCAA protection.

                             Liquidity

In its second quarter report, the company reported that as a
result of the second quarter capital cost increase, lower debt
levels supported by the project, and additional financing related
costs the company had a financing shortfall of approximately
$50 million and that the company was actively working on
financing this shortfall through a combination of subordinated
debt and equity.  In the third quarter, the company initiated the
syndication of its previously planned senior project finance debt
facility of approximately $200 million to fund the remaining cost
to complete the Dokie I project.  Due the unprecedented
deterioration in worlwide credit markets experienced by the
company over this period, the company has not been successful in
completing any of these financing initiatives to date.  As a
result, the company's financing requirements now exceed its
available cash by $250 million.

The company is trying to complete its strategic review process.
However, there can be no assurance that this will occur.  The
company also continues to try to raise the senior project finance
debt in an effort to support the strategic review process.
The ability of the company to continue as a going concern is
dependent on obtaining additional financing to finance its Dokie I
Project.

A $135 million turbine financing facility was entered into in
May 2008.  This turbine financing facility is being provided by
WestLB, and is providing interim financing that allowed EarthFirst
to meet its May 15, 2008, requirement from Vestas to post a letter
of credit for the unpaid portion of the turbines.  This facility
was intended to provide interim financing until a senior secured
project finance credit facility could be completed.  At Sept. 30,
2008, EarthFirst has drawn $13.2 million under the turbine
financing facility and the rest of the facility is supporting the
letter of credit with Vestas.  Under the terms of this facility,
EarthFirst was originally required to make a $22.5 million payment
in October 2008.

However, under the terms of a Forbearance Agreement dated Nov. 4,
2008, WestLB and EarthFirst have mutually agreed to delay this
payment until Jan. 4, 2009.  Furthermore, the $22.5 million
payment has been reduced by $4.2 million to reflect September
payments made to Vestas under the Turbine Supply Agreement,
thereby reducing the related letter of credit held by WestLB.  The
balance of payments on the first eight turbines is anticipated to
occur in late 2008.

At Sept. 30, 2008, the company had cash and cash held in escrow
of $41.06 million compared to $65.13 million at June 30, 2008, and
$73.82 million at Dec. 31, 2007.  The decrease in cash compared to
both June 30, 2008, and Dec. 31, 2007, relates to the funds
expended on construction and development activities during 2008.
Cash was also used to fund the ongoing administrative costs of the
company.  Cash received during the first nine months of 2008
included the net proceeds of $3.76 million received from the
IPO underwriters exercising their over-allotment option, interest
on cash balances, and incidental logging sales. Under the terms of
the Turbine Supply Agreement the company is anticipated to have
additional interim payments of $4.2 million prior to the end of
December 2008.

On Nov. 4, 2008, immediately prior to the CCAA filing, EarthFirst
had an available cash balance of $32.9 million and current
liabilities totaling approximately $21 million which have now been
stayed under the CCAA process.

             Management and Board of Directors Changes

During the third quarter, Paul Bradley resigned as a director of
EarthFirst due to changed employment.  The company does not
anticipate appointing a replacement for Mr. Bradley at this time.
The board of EarthFirst wishes to thank Mr. Bradley for his
contributions to the company.

In June, EarthFirst appointed of Linda Chambers to the position
of president and chief executive officer, effective July 2, 2008.
Mrs. Chambers was appointed to the board at its Aug. 12, 2008,
meeting.  Ms. Chambers joined EarthFirst with the mandate to lead
the company's growth plans as a leading independent developer of
renewable energy projects in Canada.  With the unexpected
difficulties experienced by the company in raising the necessary
financing to complete the Dokie I Project, due to the
unprecedented deterioration in capital market conditions, the
company's ability to pursue these growth plans is now limited.

On Nov. 10, 2008, Ms. Chambers resigned her positions with
EarthFirst.  The board of EarthFirst wishes to thank Ms. Chambers
for her contributions to the company.

In Ms. Chambers' place, the board has appointed Brian Trypka as
chief restructuring officer.

                    About EarthFirst Canada Inc.

Headquartered in Canada, EarthFirst Canada Inc. (TSX: EF, EF.WT) -
- http://www.earthfirstcanada.com/-- fka Dokie Wind Energy Inc.,
is a developer of renewable wind energy.  On Dec. 11, 2007, the
company acquired Bonavista Wind Power Inc., Windrise Power Inc.,
Benchlands Wind Power Corp., Buffalo Atlee Wind Energy Inc., and
Grand Valley Wind Farms Inc.


ECLIPSE AVIATION: Files for Chapter 11 Protection in Delaware
-------------------------------------------------------------
Eclipse Aviation Corp. filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the District of Delaware on Tuesday.

The Associated Press relates that Eclipse Aviation failed to
produce its light jet as fast as its business plan required,
causing a loss on each plane the company built.  According to The
AP, Eclipse Aviation Chief Financial Officer J. Mark Borseth said
that the company had early production delays due to the
introduction of several new technologies to build the aircraft.
Eclipse Aviation's business plan required aircraft to be produced
at "unprecedented volumes" so that the company can price the jet
lower than its competitors, the report says, citing Mr. Borseth.
The report states that the cost per aircraft rose when Eclipse
Aviation failed to meet production targets, and according to Mr.
Borseth, "Eclipse continued to lose larger than expected sums of
money on each aircraft manufactured."

WSJ relates that some industry experts have speculated for months
that Eclipse Aviation's production plans and delays had drained
its cash reserves.

Anthony Clark at The Gainsville Sun states the Eclipse Aviation
laid off 650 about employees, or 38% of its workforce, in August
2008.  Earlier in November it sent workers home for two days after
it was late making payroll, according to The AP.  Andy Pasztor at
The Wall Street Journal relates that about 1,100 workers didn't
receive their salary.

Eclipse Aviation, as part of the restructuring, will be able to
secure $20 million in loans from its board member Alfred E. Mann
and European Technology and Investment Research Center Aviation --
its largest shareholder -- to be used to pay workers, court
documents indicate.

Eclipse Aviation also faced lawsuits from dissatisfied clients,
The AP says.

Eclipse Aviation's acting CEO Roel Pieper said in a statement, "In
the face of unprecedented economic challenges, it is clear that
the sale of the Eclipse business through the Chapter 11 process
was the right course of action to maximize the value of the
business, secure its future and protect the best interests of
Eclipse's stake holders, including customers, suppliers, employees
and creditors."  The Gainsville Sun relates that the board of
directors replaced Eclipse Aviation's founder and CEO Vern Raburn
with Roel Pieper -- board chairperson and chairperson of European
Technology -- in July.  The change is part of an agreement on a
new round of financing that will give the company a positive cash
flow, Heather Clark at The AP reported in July.  According to the
AP, Eclipse Aviation was reportedly waiting on about $200 million
in financing from a European company.

Court documents say that Eclipse Aviation will sell almost all of
its assets -- valued at between $100 million and $500 million --
at a public auction in January 2009.  Brad Robins -- managing
director of Greenhill & Co. Inc., which Eclipse Aviation hired as
its financial adviser -- said that Eclipse Aviation would be sold
to EclipseJet Aviation International Inc., an affiliate of
European Technology, The AP relates.

According to The AP, Eclipse Aviation's Eclipse 500 received
certification from the European Aviation Safety Agency on Friday,
which allows the company to sell its aircraft in 37 European
countries.  WSJ relates Eclipse Aviation said that it maintained a
hefty order backlog of 2,000 planes and was pushing to ramp up
sales in Europe.

Eclipse Aviation has more than $1 billion in liabilities, says The
AP.

Eclipse Aviation also said that Peg Billson has resigned as
president and general manager of the company's manufacturing
division, WSJ reports.

                  About Eclipse Aviation

Albuquerque, New Mexico-based Eclipse Aviation Corp. --
http://www.eclipseaviation.com -- makes a six-passenger plane
which is powered by two Pratt & Whitney turbofan engines.  The
company also has a facility in Albany, New York.


ECLIPSE AVIATON: Case Summary & 56 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Eclipse Aviation Corporation
        aka Pronto Aircraft Corporation
        2503 Clark Carr Loop, SE
        Albuquerque, NM 87106
        Tel: (505) 245-7555
        Fax: (505) 241-8800

Bankruptcy Case No.: 08-13031

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Eclipse IRB Sunport, LLC                           08-13031

Type of Business: The Debtors make six-passenger planes powered by
                  two Pratt & Whitney turbofan engines.
                  See: http://www.eclipseaviation.com/

Chapter 11 Petition Date: November 25, 2008

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Joseph M. Barry, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor LLP
                  The Brandywine Building, 17th Floor
                  1000 West Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600

                      -- and --

                  Allen & Overy LLP

Financial Advisor: Greenhill & Co., LLC

Claims Agent: Kurtzman Carson Consultants LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: More than $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Kings Road Investments Ltd.    bond              $92,300,000
598 Madison Avenue, 14th floor
New York, NY 10022

HBK Master Fund                bond              $84,900,000
300 Crescent Court, Suite 700
Dallas, TX 75201

Citadel Horizons               bond              $53,400,000
131 South Dearborn
Chicago, IL 60603

Fuji Heavy Industries          trade             $31,800,000
1-1-11 Yonan
Utsunomiya, Tochigi-ken
32085649

Hampson Aerospace              trade             $31,300,000
112th St., Suite 300
Grand Prairie, TX 75050

Pratt & Whitney Canada Corp.   trade             $30,100,000
Marie-Victorin (01B05)
Longueuil, Quebec, Canada
J4G 1A1

UBS Securities                 bond              $26,100,000
299 Park, Avenue, 29th floor
New York, NY 10171

Silver Oak Capital             bond              $25,600,000
245 Park Avenue, 26th floor
New York, NY 10167

PAR Investment Partners LP     bond              $25,600,000
One International Place
Suite 2401
Boston, MA 02110

Citadel Investment Group       bond              $25,200,000
131 South Dearborn
Chicago, IL 60603

Morgan Stanley & Co., Inc.     bond              $24,100,000
750 Seventh Avenue, Floor 9
New York, NY 10019

Tempo Master Fund LP           bond              $21,200,000
2 Greenwich Plaza
Greenwich, CT 06830

Sandelman Partners Multi-      bond              $16,200,000
Strategy Master Fund
500 Park Avenue
New York, NY 10022

Senaca International Limited   bond              $14,700,000
590 Madison Avenue, Suite 2800
New York, NY 10022

UT Finance Corp.               bond              $13,500,000
Office Bldg. G, 400 Main St.
Mail Stop 133-54
East Hartford, TC 06108

DKR Capital                    bond              $11,200,000
1281 East Main Street
Stamford, CT 06902

Investment Interlachen         bond              $11,200,000
800 Nicollet Mall, Suite 2500
Minneapolis, MN 55402

Sandelman Partners             bond              $8,400,000
500 Park Avenue
New York, NY 10022

Senaca Capital LP              bond              $7,700,000
590 Madison Avenue, Suite 2800
New York, NY 10022

Albany Engineered Composites   trade             $6,900,000
Inc.
112 Airport Drive

Silver Point Capital Offshore  bond              $6,600,000
Fund
2 Greenwich Plaza, Floor 1
Greenwich, CT 06830

Day Jet Corporation           customer           $6,200,000
3651 FAU Boulevard, Suite 200
Boca Raton, FL 33431

TW Metals                     trade              $5,900,000
760 Constitution Drive
Suite 204
Exton, PA 19341

JP Morgan Securities Limited  bond               $5,600,000
277 Park Avenue, Floor 16
New York, NY 10172

NMSIC Focused LLC             bond               $5,600,000
2005 South Pacheco Street
Suite 100
Santa Fe, NM 87505

Swiss Re Financial Products   bond               $5,200,000
Corporation
55 East 52nd Street, 39th fl.
New York, NY 10055

ATASAY - MyJET Aviation AS    customer           $5,000,000
Yenibosna
Istanbul, Turkey 34917

Chelton Flight Systems        contract           $4,900,000

Enaer                         trade              $4,800,000
Gran Avda, Jose M. Carrera
Santiago, Chile

Silver Point Capital Fund LP  bond               $4,600,000
2 Greenwich Plaza, Floor 1
Greenwich, CT 06830

Innovative Solutions &        trade              $4,300,000
Support Inc.

Mecaer American Inc.          trade              $4,300,000
3205 Delaunay
Laval, Quebec, Canada
H7L5A4

Tiriac                        customer           $4,300,000
Julie House 3, Th. Dervis
Street
Nicosia, Cyprus 01066

O-Connor Global Convertible   bond               $4,200,000
Arbitage Master
1266 East Main Street
Stamford, CT 06902

LaBarge Inc.                  trade              $4,200,000
9900 Clayton Road
St. Louis, MO 63178

Basso Multi-Strategy Holding  bond               $4,000,000
Fund I Ltd.

Basso Holding Ltd.            bond               $3,900,000
1266 East Main Street
Stamford, CT 06902

Japan Radio Company Ltd.      trade              $3,800,000
1-1 Shimorenjaku 5-Chrome
Mitaka-Shi, Tokyo, Japan
181510

Figeac Aero                   trade              $3,800,000
Z1 de L'Aiguilla
Figeac 46100

AR Airways                    customer           $3,500,000
Presidential Estate, 29
Nizamuddin East
New Delhi, India 1110013

Don Morris                    customer           $3,500,000
120 Village Square $49
Orlinda, CA 94563

Argo-Tech                     trade              $3,400,000
671 W. 17th Street
Costa Mesa, CA 92627

C&D Zodiac Inc.               trade              $3,300,000
5701 Bolsa Avenue
Huntington Beach, CA 92647

Tamagawa Seike Co., Ltd.      trade              $3,300,000
1879 Ohyasumi iida-City
Iida, Nagano-gan 3958515

Irell & Manella LLP           legal services     $3,200,000
1800 Avenue of the Stars
Los Angeles, CA 90067

Lanic Engineering Inc.        trade              $3,100,000
12144 6th Street
Rancho Cucamonga, CA
91730

Tempo Masterfund              bond               $2,800,000
2 Greenwich Plaza
Greenwich, CT 06839

Dubai Aerospace               customer           $2,800,000
Ras A1 Khaimah International
Airport
Ras A1 Khaimah, United Arab
Emirates 10227

Alex Who                      customer           $2,400,000
Unite 1108, 11/F Metro Loft
Kowloon, HK

International Business        trade              $2,400,000
Machine
1503 LBJ Freeway, 3rd Floor
Dallas, TX 75234

Norcot Engineering Ltd.       trade              $2,400,000
Richmnd House Hill Street
Ashton-uinder-Lyne, United
Kingdom OL7 OPZ

Precision Aerostructures Inc. trade              $2,400,000
10291 Trademark Street
Suite C
Rancho Cucamonga, CA 91730

Rolf Illsley                  trade              $2,300,000
100 Thorndal drive, #401
San Rafael, CA 94903

Guy Hingston                  trade              $2,100,000
Lot 11, Abbott Close, Port
Macq Airport
Port Macquarie, NSW AU
2444

Airfleet Credit Corporation   trade              $2,000,000
Landstrasse 25
Vaudz, liechtenstein
Germany 9490

Aerotek Aviation LLC          customer           $2,000,000
7301 Parkway Drive
Hanover, MD 21076

Gopal Gadodia                 trade              $2,000,000
129 Lansing Island Drive
Indian Harbor Beach, FL
32937

The petition was signed by Chief Executive Officer and Board
Chairman Roel Pieper.


EMAN REALTY: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Eman Realty Corp
        85-94 66th Avenue, 2nd Floor
        Rego Park, NY 11374

Case No.:08-48010

Petition Date: November 24, 2008

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Perry Ian Tischler, Esq.
                  Law offices of Perry Ian Tischler
                  38-39 Bell Blvd - Ste 200
                  Bayside, NY 11361
                  (718) 229-5390

Total Assets: $3,009,000

Total Debts:  $1,038,950

A list of the Debtor's 6 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/nyeb08-48010.pdf


EQUA-CHLOR LLC: Files Plan to Repay Creditors in Turn for Debt
--------------------------------------------------------------
Equa-Chlor LLC delivered to the United States Bankruptcy Court for
the Western District of Washington a Chapter 11 plan, Eric Larson
of Bloomberg News reports.

The plan proposed to repay creditors with stock and eliminate
about $45 million of debt, according to Mr. Larson.  The plan will
give 95.5% of the company's stock to Prudential Financial Inc. and
other secured creditors; and $300,000 cash to unsecured creditors
who asserted as much as $7 million against the company,
Mr. Larson says.

Prudential Financial asserted as much as $40.2 million in claims,
Mr. Larson notes.

According to Bill Rochelle of Bloomberg News, the company's
proposed Chapter 11 plan and disclosure statement provides for
these recoveries:

  -- the secured creditors can expect to recover 47%.

  -- unsecured creditors owed $7 million take home 4.3%.

  -- first-lien creditor owed $47.1 million is to receive
     90.5% of the new stock.

  -- A contractor, Parsons RCI Inc., is expected to recover 87%.

Under the plan, construction firm Parson RCI Inc. will receive 5%
of the stock and about $3 million cash under a settlement
agreement reached earlier in the case, Mr. Larson relates.  Parson
RCI sued the company seeking payment of service rendered, which
lawsuit prompted the company to file for bankruptcy, Mr. Larson
reports.

According to Bill Rochelle of Bloomberg, the Plan carried out a
settlement reached in April where Parsons was awarded an approved
secured claim for $9 million.  The settlement gave proceeds from
collateral:

  -- the first $10 million to pay off Prudential Insurance Co. of
     America, as the lenders' agent, for the new $10 million being
     provided for the reorganization;

  -- the next $3 million to pay Parsons;

  -- the next $17 million will be split between the two, with $4
     million for Parsons and $13 million for Prudential applied
     toward pre-bankruptcy loans; and

  -- the remainder was to be split with 95% for Prudential on
     account of the pre-bankruptcy loan and 5% for Parsons.

The company seeks a January 29, 2009, confirmation hearing.

                        About Equa-Chlor

Equa-Chlor, L.L.C., dba Equa-Chlor Marketing, L.L.C., operates a
chemical manufacturing plant in Longview, Washington.  Equa-Chlor
filed for chapter 11 bankruptcy protection February 15, 2008,
before the U.S. Bankruptcy Court for the Western District of
Washington in Tacoma (Case No. 08-40599).  Bruce W. Leaverton,
Esq., at Lane Powell PC, serves as the Debtor's bankruptcy
counsel.  The U.S. Trustee for Region 18 appointed six creditors
to serve on an Official Committee of Unsecured Creditors.  Its
schedules showed assets of $82,984,283 and debt of $65,244,163.


FALCON FINANCIAL: Moody's Reviews Ratings on 25 Classes
-------------------------------------------------------
Moody's Investors Service places twenty-five classes from four
Falcon Financial deals on review for possible downgrade.  The
securities are backed by automobile dealership franchise loans.

The securities were placed on review for possible downgrade in
light of the current financial stresses affecting General Motors,
Ford, and Chrysler.  A substantial portion of dealerships in each
of these deals have exposure to the three major U.S. automakers.

The complete rating actions are:

Falcon Franchise Loan Trust 1999-1

* Class C; Placed on review for possible downgrade, currently A2,

* Class D; Placed on review for possible downgrade, currently
  Baa2,

Falcon Franchise Loan Trust 2000-1

* Class A-2; Placed on review for possible downgrade, currently
  Aa1,

* Class B; Placed on review for possible downgrade, currently A1,

* Class C; Placed on review for possible downgrade, currently A3,

* Class D; Placed on review for possible downgrade, currently Ba1,

* Class E; Placed on review for possible downgrade, currently B1,

* Class F; Placed on review for possible downgrade, currently
  Caa1,

* Class IO; Placed on review for possible downgrade, currently
  Aaa,

Falcon Auto Dealership LLC, Series 2001-1

* Class A-1; Placed on review for possible downgrade, currently
  Aa2,

* Class A-2; Placed on review for possible downgrade, currently
  Aa2,

* Class B; Placed on review for possible downgrade, currently A3,

* Class C; Placed on review for possible downgrade, currently
  Baa3,

* Class D; Placed on review for possible downgrade, currently B2,

* Class E; Placed on review for possible downgrade, currently
  Caa1,

* Class F; Placed on review for possible downgrade, currently
  Caa3,

* Class IO; Placed on review for possible downgrade, currently
  Aa2,

Falcon Auto Dealership LLC, Series 2003-1

* Class A-1; Placed on review for possible downgrade, currently
  Aa2,

* Class A-2; Placed on review for possible downgrade, currently
  Aa2,

* Class B; Placed on review for possible downgrade, currently A1,

* Class C; Placed on review for possible downgrade, currently
  Baa1,

* Class D; Placed on review for possible downgrade, currently Ba1,

* Class E; Placed on review for possible downgrade, currently B3,

* Class F; Placed on review for possible downgrade, currently
  Caa3,

* Class IO; Placed on review for possible downgrade, currently
  Aaa.

Falcon Financial Investment Trust, the parent of the issuer, was a
specialty finance company that lent to franchised vehicle
dealerships.  Falcon Financial II, LLC, the primary and special
servicer for the Trust, is now owned by AutoStar Realty Operating
Partnership, LP.  Neither Falcon Financial II, LLC nor AutoStar
Realty Operating Partnership, LP is rated by Moody's.


FANNIE MAE: Appoints David M. Johnson as Chief Financial Officer
----------------------------------------------------------------
Jay Miller at The Wall Street Journal reports that Fannie Mae has
appointed David M. Johnson as its new chief financial officer.

Mr. Johnson, according to WSJ, was Hartford Financial Services
Group Inc.'s financial chief.

WSJ relates that Fannie Mae named David C. Hisey as its chief
financial officer in August 2008, as part of an effort to get more
experienced people in important posts.  Federal regulators then
appointed Herbert M. Allison Jr. as president and chief executive,
says the report.  Mr. Hisey will remain as deputy chief financial
officer, according to the report.

WSJ quoted Mr. Allison as saying, "David Hisey has done a terrific
job leading our financial team through Fannie Mae's transition to
conservatorship and during our most recent financial filing."

                        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.


FGIC CORP: Fitch Withdraws Junk Ratings
---------------------------------------
Fitch Ratings has withdrawn the ratings of FGIC Corporation and
its financial guaranty subsidiaries Financial Guaranty Insurance
Corporation and FGIC UK Ltd.:

FGIC
FGIC UK Ltd.

  -- Insurer financial strength (IFS) 'CCC'; Rating Watch
     Evolving.

FGIC Corp

  -- Long-term issuer rating 'CCC-'; Rating Watch Negative
  -- $325 million of 6% senior notes due Jan 15, 2034, CCC-',
     Rating Watch Negative

Fitch believes FGIC's financial guaranty franchise is effectively
in run-off at the present time and, as a result, that there is
limited investor interest in continued coverage of this rating.
FGIC Corp. is a U.S. holding company whose primary operating
subsidiaries are FGIC and FGIC UK.  For June 30, 2008, the company
reported consolidated GAAP assets of $6.3 billion and shareholders
equity of $846.2 million.


FINANCIAL GUARANTY: S&P Junks Financial Strength Rating From 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its financial
strength and financial enhancement ratings on Financial Guaranty
Insurance Co. to 'CCC' from 'BB'.  The ratings are removed from
CreditWatch, where they had been placed with negative implications
on June 6, 2008.  The outlook is negative.

In addition, Standard & Poor's lowered to 'CC' from 'CCC' the
issuer credit rating on parent company FGIC Corp.  The outlook is
negative.

"The current loss estimates for FGIC's exposure to 2005-2007
vintages of nonprime and second-lien mortgages and related
collateralized debt obligations of asset-backed securities of
almost $5 billion remain in excess of the company's claims paying
resources of about $4.2 billion," said Standard & Poor's credit
analyst Robert Green.  In particular, the company's unearned
premium reserve has declined by about $1 billion, mostly due to
FGIC's reinsurance transaction with MBIA Insurance Corp. whereby
FGIC ceded about $166 billion of well-performing municipal par
exposure to MBIA.

While loss estimates have also declined due to commutation success
for several transactions, S&P believes the potential for
regulatory intervention remains.  The 'CCC' financial strength
rating is, in S&P's view, more consistent with the current
scenario of a financial guarantor very dependent upon commutations
in order to meet its obligations.  Also, continued adverse loss
development remains a possibility, and additional stress could
come in the near term from FGIC's $1.2 billion exposure to
troubled Jefferson County, Alabama's sewer revenue bonds.

In addition, FGIC's risk profile has shifted in S&P's opinion, and
the company's insured portfolio has now become more concentrated
and correlated, with structured finance insurance comprising a
large majority of par in force.  Remaining municipal exposure is
of higher risk because the reinsurance agreement with MBIA did not
accept non-investment-grade credits and some other higher-risk
sectors.


FIRSTLIGHT HYDRO: S&P Confirms 'BB-' Rating on $320 Mil. Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB-' rating on
FirstLight Hydro Generating Co.'s first mortgage bonds totaling
$320 million ($311.25 million outstanding) maturing October 2026.
At the same time, S&P removed the ratings from CreditWatch with
developing implications.  The recovery rating remains at '1',
indicating expectations of very high recovery (90%-100%) in the
event of a payment default.  The outlook is stable.

FL Hydro is owned by FirstLight Power Resources, Inc., which owns
three other subsidiaries: FirstLight Power Resources Services LLC,
FirstLight Power Resources Management LLC, and Mt. Tom Generating
Co.

The ratings action on FL Hydro's first mortgage bonds results from
mildly improved market conditions and higher earnings through the
first three quarters of 2008.  EBITDA for the entire FirstLight
portfolio (including Mt. Tom) was $125.5 million for the first
three quarters of 2008, reflecting a positive budget variance of
$17.2 million.  Financial performance is attributed to improved
hydro earnings and effective optimization around financial hedges
at Northfield Mountain, in addition to earnings improvements in
regulation and locational forward reserve markets in the New
England ISO.

When the stronger earnings are combined with the structural
seniority of the FL Hydro first mortgage bonds (relative to other
debt in the FirstLight structure), S&P views the credit quality of
the bonds in current and expected market conditions as
sufficiently improved to mitigate the concerns that resulted in
the negative outlook in December 2007.  Although key market
conditions remain depressed relative to original management
forecasts from the 2006 (fourth quarter) financing of the
FirstLight portfolio, S&P believes the long-term credit quality of
the first mortgage bonds has improved relative to the December
2007 outlook.

S&P expects capacity values and energy margins to reach levels
commensurate with the 'BB-' rating over the remaining life of the
debt.  Though capacity values, as determined by Forward Capacity
Auctions in the ISO-NE Forward Capacity Market, are expected to
remain low in the upcoming December auction (due to the quantity
of new and existing generation, and demand-side bids) S&P believes
the prices in this and the power market should recover at a rate
that keeps pace with the escalating amortization profile of the
bonds.


FIRSTLIGHT POWER: S&P Cuts Rating on First-Lien Facilities to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
FirstLight Power Resources Inc.'s first-lien facilities to 'B+'
from 'BB-'.  The facilities consist of a $550 million first-lien
term loan ($504 million outstanding) and $65 million letter of
credit facility, both maturing in 2013, along with a $70 million
working capital facility maturing in 2011. S&P simultaneously
revised the recovery ratings on all first-lien facilities to '2'
from '1' indicating revised expectations of substantial recovery
(70%-90%) in the event of a payment default.

At the same time, S&P lowered the rating on FL Power's $170
million second-lien term loan to 'CCC+' from 'B-', while revising
the recovery rating to '6' (0%-10%).

S&P removed the debt ratings from CreditWatch with developing
implications, where S&P placed them on Sept. 2, 2008.  The outlook
is stable.

FL Power is a wholly owned subsidiary of FirstLight Power
Resources Holdings, which is a wholly owned subsidiary of
FirstLight Power Enterprises. Inc.  Energy Capital Partners L.P.
owns FPEI.  FirstLight owns four subsidiaries (FirstLight Hydro
Generating Co., FirstLight Power Resources Services LLC,
FirstLight Power Resources Management LLC, and Mt. Tom Generating
Co.).  FirstLight Hydro and Mt. Tom own the generation assets.
FirstLight Hydro's assets consist of two pumped storage facilities
(1,109 megawatts), 11 conventional hydro stations (166 MW), and a
gas turbine peaking unit (21 MW).  Mt Tom owns a coal-fired steam
electric facility (146 MW) in Western Massachusetts.

The joint downgrades result from the current and anticipated
delays in achieving the targeted level of debt amortization on the
first-lien facilities.

"As a result, we believe the FL Power debt facilities continue to
face refinancing risk in 2013, and--in a simulated default
scenario--more debt will be outstanding at default relative to
S&P's previous analysis," said Standard & Poor's credit analyst
Justin Martin.

The outlook is stable.  FL Power's rating has bidirectional
potential given the% cash sweep (100% up to a targeted schedule,
75% thereafter) on the first lien.  If capacity markets recover to
$6 to $8/kW-month for at least two auctions or Northfield Mountain
can capture $6 to $7/kW-month in gross energy margin for a
comparable period, S&P may raise the ratings.  Conversely, if
peak/off-peak spreads narrow (or energy price volatility declines)
at a rate that prevents deleveraging to at least $650/kW
(consolidated) by 2010--and cash flows have not been stabilized in
some fashion for the years leading up to maturity--S&P may alter
the outlook or lower the rating.


FRED LEIGHTON: Merrill Lynch Wants A Chapter 11 Trustee
-------------------------------------------------------
David Moin at WWD.com reports that Merrill Lynch Mortgage Capital
Inc. has filed a motion in the U.S. Bankruptcy Court for the
Southern District of New York, seeking the appointment of a
Chapter 11 trustee in Fred Leighton Holding, Inc.'s bankruptcy
case.

According to the report, Merrill Lynch Mortgage said Fred Leighton
could run out of operating cash by year-end, and converting Fred
Leighton Holding, Inc.'s Chapter 11 reorganization case to Chapter
7 liquidation could be a possibility.

According to WWD.com, Merrill Lynch Mortgage called for the
replacement of Ralph Esmerian, Fred Leighton's owner, with a
"disinterested Chapter 11 trustee."  WWD.com reports that Merrill
Lynch Mortgage charged Mr. Esmerian with concealing inventory
records.  Merrill Lynch Mortgage claimed that Mr. Esmerian faild
to take the necessary steps to improve Fred Leighton, the report
says.

As reported in the Troubled Company Reporter on Oct. 15, 2008, the
Court ordered Fred Leighton, and its debtor-affiliates to produce
documents relating to the collateral of secured creditor Merrill
Lynch and to turn over an accounting showing the cost of each
item, its currently appraised value, and the disposition of the
sale price if it was sold.

                       About Fred Leighton

Fred Leighton Holding, Inc. -- http://www.fredleighton.com/-- is
a New York-based jewelry retailer owned by Ralph O. Emerian.  Fred
Leighton has decked countless red-carpet-dwellers in diamonds,
including Sarah Jessica Parker, Nicole Kidman, and Catherine Zeta-
Jones.  It specializes in vintage jewelry from the 18th and 20th
centuries, including antique cushion-cut diamonds and antique and
estate brooches.  It also produces Fred Leighton signature
collection that combines past aura and the present materials and
craftmanship.

The Debtors filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on April 15, 2008 (Bankr. S.D.N.Y., Case
No. 08-11363).  Joshua Joseph Angel, Esq., and Frederick E.
Schmidt, Esq., at Herrick, Feinstein LLP, in New York, represent
the Debtors.  An Official Committee of Unsecured Creditors has
been appointed in these cases.  The Committee's counsels are
Michael Z. Brownstein, Esq., and Rocco A. Cavaliere, Esq., at
Blank Rome LLP.  No trustee or examiner has been appointed in the
cases.  The Debtors listed total assets of $128,551,467 and total
liabilities of $134,814,367 in their schedules.


G SQUARED: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: G Squared Fashions, Inc.
        1710 Hooper Avenue
        Los Angeles, CA 90021

Bankruptcy Case No.: 08-30188

Type of Business: The Debtor makes and sells clothes.

Chapter 11 Petition Date: November 24, 2008

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Joseph A. Eisenberg, Esq.
                  jae@jmbm.com
                  Jeffer Mangels Butler & Marmaro LLP
                  1900 Ave. Of The Stars, 7th floor
                  Los Angeles, CA 90067
                  Tel: (310) 203-8080

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Reach Well Inc.                trade debt        $2,594,848
Attn: Grant Lin
122A E. Foothil Blvd. #115
Arcadia, CA 91006
Tel: (626) 675-5376

K. Kandle Inc./ S Line         trade debt        $1,337,289
Attn: Henry Kim
414-A Boyd Street
Los Angeles, CA 90013
Tel: (213) 622-1540

Far East Industrial Co. Ltd.   trade debt        $1,142,298
Attn: Grant Lin
Jingchuan South Road
Quingtan Changzhou
China
Tel: (626) 675-5376

Pacesetter Fabrics LLC         notes             $922,440
Attn: Ramin
5500 Union Pacific
City of Commerce, CA 90040
Tel: (213) 741-9999

Matrix International           trade debt        $725,765
Attn: Chris Neman
1383 S. Bonnie Beach Place
Commerce, CA 90023
Tel: (323) 582-9100 x 120

Guerrero, Anthony & Katherine  loan              $503,450
Attn: Anthony Guerrero
3151 Francis Street
Honolulu, HI 96815
Tel: (808) 927-0040

Grant Lin                      trade debt        $363,525

Royal Inc. dba Solitaire       trade debt        $315,357
Fashions

Levy & Boonshof                notes payable     $297,500

Pacific Garment USA            trade debt        $276,659

Changzhou Dongheng Dress       trade debt        $269,448
Co. Ltd.

Sand K Inc.                    trade debt        $236,715

Ningbo Huifu Import & Export   trade debt        $209,094
Co. Ltd.

FTC Comm. Corp./Neman Brothers trade debt        $193,660

New Commercial Capital/Total   trade debt        $191,880
Access

The Gersh Law Firm             fees              $172,982

Ronald Goodlin                 notes payable     $153,350

Red Dart                       trade debt        $152,358

Wan, Robert and Chen, Mark     notes payable     $100,000

Transac Media                  notes payable     $100,000

Zane, Brett                    architectural     $100,000

The petition was signed by the company president Gregg Fiene.


GE COMMERCIAL: S&P Affirms Low-B Ratings on 4 Classes of Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of commercial mortgage pass-through certificates from GE
Commercial Mortgage Corp. Series 2003-C1.  Concurrently, S&P
affirmed its ratings on the remaining 11 classes.

The raised ratings reflect increased credit enhancement levels
resulting from an 18% paydown of the pool balance since issuance
as well as the defeasance of $247.2 million (30%) of the pool's
collateral.  The affirmed ratings reflect credit enhancement
levels that provide adequate support through various stress
scenarios.

As of the Nov. 10, 2008, remittance report, the trust collateral
consisted of 116 loans with an aggregate principal balance of
$980.8 million, compared with 134 loans totaling $1.189 billion at
issuance.  Excluding the defeased loans, the master servicer, Bank
of America N.A., reported financial information for 100% of the
loans in the pool; 97% 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 1.42x for
the pool, down from 1.59x at issuance.  All of the loans in the
trust are current, and no loans are with the special servicer.
The trust has incurred two losses totaling $3.0 million to date.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $247.2 million (25%) and a weighted average
DSC of 1.39x, down from 1.45x at issuance.  One of the top 10
exposures is on the master servicer's watchlist and is discussed
below.  Bank of America provided property inspections for nine of
the top 10 loan exposures.  All nine were characterized as "good."

Four loans had credit characteristics consistent with investment-
grade rated obligations at issuance.  Three of the four loans have
defeased.  The credit characteristics of the remaining loan,
Landmark Atrium III, are no longer consistent with those of
investment-grade rated obligations.  The Landmark Atrium III loan
is the second-largest loan in the pool ($40.0 million, 4.1%) and
appears on the master servicer's watchlist.  The loan is secured
by a 445,060-sq.-ft. office building located in Secaucus, New
Jersey, which was built in 1986.  This loan is on the watchlist
due to low DSC.  As of Dec. 31, 2007, reported DSC was 0.45x and
occupancy was 40%.

Eight loans in the pool (totaling $95.5 million, 9.7%), including
the Landmark Atrium III loan, have DSCs below 1.0x.  These loans
have an average balance of $11.9 million and have experienced a
weighted average decline in DSC of 59.6% since issuance.  The
loans are secured by a variety of retail, office, and multifamily
properties.  Standard & Poor's has credit concerns with five of
these eight loans, which S&P stressed in its analysis.  The three
loans that are not credit concerns have improving property
occupancy and relatively low leverage.

Bank of America reported a watchlist of 21 loans ($182.4 million,
18.6%).  The largest loan on the watchlist is the Landmark Atrium
III loan.  The second-largest loan on the watchlist is the Charter
Woods Apartments loan ($15.6 million, 1.6%), which is secured by a
24-building, 305-unit multifamily property in Fairborn, Ohio,
which was built in 1998.  The loan is on the watchlist due to a
decline in DSC to 1.08x as of June 30, 2008, from 1.16x at
issuance as a result of a decline in rental income.  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 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 affirmed ratings.

                          Ratings Raised

                    GE Commercial Mortgage Corp.
   Commercial mortgage pass-through certificates series 2003-C1

                    Rating
                    ------
      Class      To         From          Credit enhancement
      -----      --         ----          ------------------
      C          AAA        AA+                    16.82%
      D          AA+        AA                     14.24%
      E          AA         AA-                    12.57%
      F          A+         A                      11.51%
      G          A          A-                      9.85%
      H          BBB+       BBB                     8.18%
      J          BBB-       BB+                     5.60%
      K          BB+        BB                      4.69%

                       Ratings Affirmed

                 GE Commercial Mortgage Corp.
   Commercial mortgage pass-through certificates series 2003-C1

       Class      Rating                   Credit enhancement
       -----      ------                   ------------------
       A-2        AAA                                22.73
       A-3        AAA                                22.73
       A-4        AAA                                22.73
       A-1A       AAA                                22.73
       B          AAA                                18.48
       L          BB-                                 3.94
       M          B+                                  3.63
       N          B                                   2.57
       O          B-                                  1.97
       X-1        AAA                                  N/A
       X-2        AAA                                  N/A

                     N/A -- Not applicable.


GENERAL GROWTH: Fidelity Discloses 13.9% Equity Stake
-----------------------------------------------------
Scott C. Goebel, senior V.P. and general counsel of Fidelity
Management & Research Company, disclosed in a filing with the
Securities and Exchange Commission that Fidelity and its
affiliates may be deemed to beneficially own 37,170,421 shares, or
13.883%, of General Growth Properties, Inc., common stock as of
Nov. 7, 2008.

Fidelity, a wholly owned subsidiary of FMR LLC, is the beneficial
owner of 35,690,352 shares or 13.331% of the Common Stock as a
result of acting as investment adviser to various investment
companies registered under Section 8 of the Investment Company Act
of 1940.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 35,690,352
shares owned by the Funds.

The rest of the shares are held in FMR's other units, including
Strategic Advisers, Inc., Pyramis Global Advisors, LLC, and
Pyramis Global Advisors Trust Company, both of which are indirect
wholly owned subsidiary of FMR, and FIL Limited.

Fidelity is based at 82 Devonshire Street, in Boston,
Massachusetts.

                      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. 21, 2008,
General Growth has hired Sidley Austin to assist it in debt
restructuring negotiations.  The 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.

                           *     *    *

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.


GREATWIDE LOGISTICS: Gets Final Approval for $73.6MM Financing
--------------------------------------------------------------
Greatwide Logistics Services obtained final approval of its
$73.6 million financing facility.  The company received interim
approval on Oct. 22, 2008.

The financing, coupled with the cash generated from Greatwide's
daily operations, is more than adequate to meet the daily o
perating needs of the business and provides additional operational
and financial stability as Greatwide proceeds with its financial
restructuring and proposed sale.

Raymond B. Greer, president and chief executive officer of
Greatwide, said, "Final Court approval of our financing agreement
is another important step forward in our sale process.  We have
already made good progress, we have sufficient cash in place and
we are confident that our financial restructuring and proposed
sale is the best way to address our capital structure needs while
avoiding disruptions to our operations and customer service."

Mr. Greer continued, "We are fortunate that we have a solid and
profitable business model and can continue to serve our customers
and provide the same outstanding service that they have come to
expect from Greatwide.  We appreciate the strong support of our
first lien lenders, customers, business partners and employees as
we work through the final stages of our restructuring.  We are on
track to close by the end of January."

Greatwide expects that the proposed sale, once approved by the
Court, will help it to significantly reduce debt, enhance its
competitiveness and financial strength, and position it for
continued growth and profitability.  The company anticipates
completing its financial restructuring process and closing the
transaction by the end of January, approximately 100 days from the
date of filing.  Greatwide will continue operating under the
Greatwide name under new ownership.

On Oct. 20, 2008, the company has entered into an agreement to be
acquired by an investor group comprised of its first lien secured
lenders, including affiliates of Centerbridge Capital Partners and
the D. E. Shaw group.  As the proposed transaction is being
implemented under Section 363 of the United States Bankruptcy
Code, other parties will have an opportunity to submit higher and
better offers to purchase the company.

            About Greatwide Logistics Services, Inc.

Headquartered in Irving, Texas, Greatwide Logistics Services Inc.,
is a non-asset based North American provider of "closed loop"
transportation services to the grocery and consumer products
sectors.

The company also provides non-asset-based truckload management,
truck brokerage and warehouse and distribution logistics services.
Greatwide is a wholly-owned subsidiary of GWLS Holdings, Inc.

GWLS Holdings, Inc. and its related debtors filed petitions under
Chapter 11 the U.S. Bankruptcy Court for the District of Delaware
on October 20.  The debtors have requested that these cases be
jointly administered under case number 08-12430.  The Honorable
Peter J. Walsh is presiding over these cases.


HEARTLAND AUTOMOTIVE: Files Plan to Stay with Jiffy Lube
--------------------------------------------------------
Heartland Automotive Holdings Inc., on Nov. 21, filed a
reorganization plan calling for 100% payment to all creditors, and
providing that the company will be keeping its 30-year
relationship with Jiffy Lube International Inc. intact.

In the disclosure statement explaining the terms of their Plan,
the Debtors said that their emergence from Chapter 11 under the
service mark Jiffy Lube based upon amended Franchise Agreements
with JLI and a new oil supply agreement with SOPUS, an affiliate
of JLI.

As reported by the Troubled Company Reporter, Heartland and its
affiliates in January 2008 filed for Chapter 11 after efforts to
negotiate a resolution of the disputes involving advertising
expenditures, store growth and re-imaging support between the
Debtors and JLI failed.  JLI had alleged, among other things, that
the Debtors were in default of advertising requirements under the
Franchise Agreements, and thus entitled it to terminate certain of
the franchises.  The Debtors commenced the Chapter 11 cases in an
effort, among other things, to mitigate the risk of further
franchise terminations by JLI.

In September 2008, Heartland said it would terminate its franchise
agreement with Jiffy Lube and file a Chapter 11 plan built around
converting their stores to Castrol Premium Lube Express stores
franchised by London-based BP Plc.  As reported by the Troubled
Company Reporter on Sept. 29, 2008, citing Bloomberg, Heartland
sought approval to pay a breakup-fee ranging between $150,000 and
$500,000 if the agreement with the BP subsidiary to finance the
Debtors' Chapter 11 plan in exchange for dropping the Jiffy Lube
brand and reflagging the locations as Castrol Premium Lube Express
doesn't work out.

The Official Committee of Unsecured Creditors, however, according
to Bloomberg News, asked the company to delay its plans to pave
way for months of negotiations between the Committee and Jiffy
Lube, an operation of Royal Dutch Petroleum Co.  The product of
the discussions was a plan filed Nov. 21 incorporating a
settlement with Jiffy Lube and an agreement to revise the existing
franchise arrangement.

The Plan intends to treat claims against, and interests in, the
Debtors, on these terms:

    -- Administrative claimants owed $24 million will receive full
       payment;

    -- Secured creditors owed $214 million will receive full
       recovery in the form of new debt;

    -- Unsecured creditors with $12.3 million in claims can either
       accept a note for full payment or 70% in cash when the Plan
       is approved;

    -- Affiliates of Blackstone Group LP are to receive new common
       and preferred stock intended to give them a 100% return on
       their $67 million claim; and

    -- JLI and SOPUS will waive all claims against the Debtors in
       exchange for the assumption of their agreements.

Existing stockholders, specifically Quad-C VI, QCMI, Quad-C VI
Management Corp., HAS Funding LLC, Quad-C Advisors VI, LLC,
Terrence Daniels, Stephen Burns, Matthew Engel, Gary Binning,
Robert Haswell, will infuse $28 million to finance the Plan.
These parties will retain equity interests in Heartland as the
existing stock will be converted to 400,000,000 shares of new
class B common stock after the Effective Date.

The disclosure statement explaining the Plan also says BP will
receive a fee of $150,000 in light of the Debtors' termination of
the Castrol Agreement.

The hearing to consider adequacy of the information in the
Disclosure statement, which is required before the Debtors can
begin soliciting votes on the Plan, is scheduled for Dec. 18.

The Disclosure Statement warns that the Plan is based on "ongoing,
but as yet incomplete, negotiations," Bloomberg notes.  The
secured lenders, the DS notes, have not conveyed support for the
Plan.

A full-text copy of Heartland's Chapter 11 Plan is available for
free at:

    http://bankrupt.com/misc/Heartland_Plan_Nov21.pdf

A full-text copy of Heartland's Disclosure Statement is available
for free at:

    http://bankrupt.com/misc/Heartland_DS_Nov21.pdf

                    About Heartland Automotive

Based in Omaha, Nebraska, Heartland Automotive Holdings Inc. --
http://www.heartlandjiffylube.com/-- and its debtor-affiliates
are franchisees of Jiffy Lube International Inc. since 1980.  The
Debtors operate 438 quick-oil-change stores in 20 states across
the Eastern, Midwestern and Western U.S.  They employed in excess
of 4,000 employees.

The company and its nine affiliates filed for Chapter 11
protection on Jan. 7, 2008 (Bank. N.D. Tex. Lead Case No.
08-40057).  Thomas E. Lauria, Esq., Patrick Mohan, Esq., Gerard
Uzzi, Esq., Lisa Thompson, Esq., at White & Case LLP, and Jeff P.
Prostok, Esq., at Forshey & Prostok, LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims, noticing and balloting agent.  The U.S.
Trustee for Region 6 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors on these cases.  The
Committee selected Cadwalader, Wickersham & Taft LLP, and Munsch,
Hardt, Kopf & Harr, PC as co-counsel.

As of Nov. 29, 2007, the Debtors' financial statements reflected
assets totaling about $334 million and liabilities totaling about
$396 million.


HEAVEN INVESTMENT: Files Amended Schedules of Assets and Debts
--------------------------------------------------------------
Heaven Investment Holding Corp. filed with the U.S. Bankruptcy
Court for the Eastiern District of California its amended
schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                $18,960,000
  B. Personal Property
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $25,942,104
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding                             $6,066,453
     Unsecured Non-priority
     Claims
                                  -----------     -----------
     TOTAL                        $18,960,000     $32,008,557

                      About Heaven Investment

Headquartered in Sacramento, California, Heaven Investment Holding
Corp. is a real estate corporation.  The company filed for Chapter
11 relief on Aug. 29, 2008 (Bankr. E.D. Calif. Case No. 08-32280).
Judge Thomas Holman presides over the case.  Yasha Rahimzadeh,
Esq., represents the Debtor as counsel.


HERNANDO OAKS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hernando Oaks, LLC
        dba Hernando Oaks Golf & Country Club
        P.O. Box 940
        Gulf Breeze, FL 32562

Case No.: 08-18669

Petition Date: November 24, 2008

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Caryl E. Delano

Debtors' Counsel: Scott A Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: 813-229-0144
                  Fax: 813-229-1811
                  sstichter.ecf@srbp.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/flmb08-18669.pdf


HOME INTERIORS: Reports $5.6M Net Loss in October
-------------------------------------------------
Bloomberg News reports that Home Interiors & Gifts Inc., reported
a $5.6 million net loss in October on $9.1 million in net revenue.
The operating loss for the month was $850,000.

The Hon. Barbara J. Houser of the United States Bankruptcy Court
for the Northern District of Texas set Nov. 21, 2008, at 9:00
a.m., to consider motion to appoint Chapter 11 trustee filed by
Home Interiors & Gifts Inc. and its debtor-affiliates on Oct. 31,
2008.

As reported in the Troubled Company Reporter on Nov. 6, 2008, Home
Interiors & Gifts Inc. and its debtor-affiliates are asking the
U.S. Bankruptcy Court for the Northern District of Texas to
appoint a Chapter 11 trustee.  The Chapter 11 Trustee, according
to the Debtors, is expected to enable the bankruptcy process to
move forward and avoid any delays caused by the disputes between
the Debtors and their creditors.  The creditors oppose the
proposal.  Where the creditors are asking for authority to sue
insiders, the company wants a procedure where insiders can buy the
company's operations at a Dec. 15 auction, Bill Rochelle of
Bloomberg said.

                       About Home Interiors

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

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

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


HRP MYRTLE: Court OKs. Dec. 15 Auction for Project
--------------------------------------------------
Bloomberg News reports that HRP Myrtle Beach Holdings LLC obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to solicit bids and conduct an auction for its rock-and-
roll theme park in Myrtle Beach, South Carolina at auction on
Dec. 15.

Bids are due Dec. 12, and the hearing for approval of the sale
will be Dec. 18.

According to Bloomberg News, the company has not signed any deals
with any bidder and has not selected any stalking horse bidder.
The minimum sale price is  $35 million, unless the secured lenders
agree to a lower price.  The company gave up hope of arranging
financing or reorganizing.  The senior secured lenders owed
$15 million previously said there was "no realistic prospect for a
successful reorganization," according to the report.

Costing $400 million to build, the park's sales were $19.7 million
since it opened in April, Bloomberg says.

                     About HRP Myrtle

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


INNOVATIVE STEEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Innovative Steel Technologies, Inc.
        2900 E. 7th Avenue
        Tampa, FL 33605

Case No.: 08-18684

Petition Date: November 24, 2008

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Caryl E. Delano

Debtor's Counsel: David W Steen, Esq.
                  David W Steen, PA
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: 813-251-3000
                  Fax: 813-251-3100
                  dwslaw@yahoo.com

Total Assets: $773,286

Total Debts:  $2,475,559

A list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/flmb08-18684.pdf


INVESTMENTS & STRATEGIES: Case Summary & 3 Largest Creditors
------------------------------------------------------------
Debtor: Investments & Strategies LLC
        1246 Daniels Dr
        Los Angeles, CA 90035

Case No.: 08-30209

Petition Date: November 24, 2008

Court: U.S. Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

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

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

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

A list of the Debtor's 3 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/cacb08-30209.pdf


IOWA TELECOMMUNICATIONS: Moody's Ratings Unmoved by Sherburne Deal
------------------------------------------------------------------
In Moody's Investors Service's opinion, Iowa Telecommunications
Services, Inc.'s announced acquisition of substantially all assets
of Sherburne Tele Systems, for about $80.6 million, does not
materially alter Iowa Telecom's credit profile, as the company's
Ba3 corporate family rating can accommodate the temporary increase
in leverage to close the acquisition.  Iowa Telecom's rating
outlook is stable.

Sherburne's coverage area is relatively contiguous to Iowa
Telecom's recently acquired Bishop Communications' territories,
and provides the company with an opportunity to enhance its
growing footprint in the communities situated northwest of
Minneapolis.  The full acquisition price is about 7.1x Sherburne's
trailing EBITDA of over $11 million. Iowa Telecom expects to
recognize operating synergies from the merger in line with similar
ILEC acquisitions.  The company will fund the purchase through an
incremental $75 million term loan provided by the Rural Telephone
Finance Cooperative and the rest by drawing on its revolver.

Although Moody's projects the company's leverage to rise to about
4.4x at closing of Sherburne at 2Q '09, the company will have the
capacity to delever to below 4.0x by 2010.  Moody's believes that
the company will apply free cash flow to reduce the revolver
outstandings to get leverage below 4.0x.  Iowa Telecom will
acquire about 15,700 ILEC access lines, 10,000 CLEC access lines,
13,600 data customers and 3,600 video customers, in addition to
700MHz wireless spectrum Sherburne acquired in the recent auctions
and will increase its ownership stake in a 2,500 mile fiber optic
network in Minnesota to 66%.

On Feb. 8, 2008, Moody's opined that Iowa Telecom's acquisition of
Bishop Communications would not alter its Ba3 corporate family
rating, which was assigned on Oct. 25, 2004.

Iowa Telecommunications Services, Inc. is a rural local exchange
carrier based in Newton, Iowa.


IOWA TELECOMMUNICATIONS: Sherburne Merger Cues S&P's Rating Cuts
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Newton, Iowa-based rural telecommunications services provider Iowa
Telecommunications Services Inc., including the corporate credit
rating, which S&P lowered to 'B+' from 'BB-'.  At the same time,
S&P is assigning a 'B+' issue-level rating and a '3' recovery
rating to the company's proposed $75 million incremental senior
secured term loan.  The '3' recovery rating indicates expectations
for meaningful (50%-70%) recovery in the event of a payment
default.  The ratings on the incremental term loan are based on
preliminary terms and conditions and are subject to review of
final documentation.  The outlook is stable.

This action follows the company's announcement that it has agreed
to acquire substantially all of the assets of Sherburne Tele
Systems Inc., a closely held telecommunications company serving
25,700 access lines in nine communities near Minneapolis/St. Paul,
for $80.6 million in cash.  S&P expects Iowa Telecom to fund the
purchase through a proposed $75 million incremental loan and
additional borrowings under its $100 million revolving credit
facility.  The incremental term loan is expected to be issued
under the same credit agreement as the existing senior secured
credit facility.  Pro forma for the transaction, S&P estimates
leverage will increase to about 4.4x debt to last-12-month EBITDA.

"The downgrade reflects," said Standard & Poor's credit analyst
Naveen Sarma, "our expectation that ongoing access-line losses,
which reached 7.3% on the legacy properties in the third quarter
of 2008, coupled with the current economic climate and increasing
competition from cable telephony and wireless substitution, make
it unlikely that Iowa Telecom will meaningfully de-lever below 4x
over the intermediate term."  Pro forma for the announced
transaction, the company will have $608 million in outstanding
debt.


KATHY COX: Files for Chapter 7 Liquidation
------------------------------------------
State schools superintendent Kathy Cox and her husband John, a
homebuilder, have filed for Chapter 7 bankruptcy, court documents
say.

Court documents indicate that Ms. Cox listed above $3.5 million in
liabilities and less than $650,000 in assets.  According to the
documents, most of the debt comes from Mr. Cox's Pebble Hill
Homes, a business he started in Fayetteville in 2001.  Citing a
spokesperson, Rhonda Cook at Ajc.com reports that Ms. Cox, who
makes about $125,000 a year, has no role in Pebble Hill but is a
co-signer on loans for it.

Ajc.com relates that almost $2.9 million of the $3.5 million in
debts are unsecured.  The report says that the Coxes had 11 credit
cards with balances from $400 to Shell, or as much as $19,500 on a
VISA and more than $54,000 on an American Express Costco Business
Card.

According to Ajc.com, Ms. Cox won $1 million on the television
game show "Are You Smarter Than a Fifth Grader?" almost two months
ago, and said at that time that she would donate the winnings to
the Atlanta Area School for the Deaf in Clarkston; the Georgia
School for the Deaf in Cave Spring in northwest Georgia; and to
the Georgia Academy for the Blind in Macon.  Ms. Cox's
spokesperson Dana Tofig confirmed that the plan will be honored
and a "gift foundation" has already been created to handle the
money, the report states.  Ms. Tofig, says the report, admitted
that she wasn't sure if the money had been sent to the schools
yet, but said that it would be distributed no later than December
2008.

Ajc.com relates that a $450,000 Peachtree City house is the Coxes'
biggest listed asset, and is where they live with two teenage
sons.  According to the report, two mortgages on the house total
$442,908.  Court documents say that the Coxes will keep the home
but give up Mr. Cox's Fayetteville office, which is security for
an outstanding loan of $140,400.  The Coxes' monthly income, after
taxes and other withholdings, is $7,808, the court documents
indicate.  That amount, says Ajc.com, is Ms. Cox's salary, while
Mr. Cox currently has no income.  The report states that the
couple listed $9,839 in monthly expenses.  Court documents say
that Mr. Cox drew salary of $12,000 last year, and $5,000 in 2008
so far.

A few of Pebble Hill's creditors already started filing collection
claims against the company and the Coxes in Fayette County courts,
and among them was Neighborhood Community Bank of Newnan, the
firm's biggest unsecured creditor with a $732,776 claim, according
to court documents.  Neighborhood Community, the documents state,
filed a demand for payment in Fayette Superior Court in August
2008.  Ajc.com relates that First Horizon Construction Lending and
supplier Pro-Build South filed a demand in September 2008.  The
Coxes got credit counseling from Money Management Inc. before
filing for bankruptcy.

Court documents say that Pebble Hill Homes' five largest creditors
-- a mix of lenders and suppliers -- include:

     -- Neighborhood Community Bank, with a $732,776 claim;

     -- First Horizon Construction Lending, with a $680,000
        claim;

     -- Heritage Bank, with a $266,000 claim;

     -- Stock Building Supply, with a $227,000 claim; and

     -- Capital One Bank, with a $61,755 claim.

Court documents indicate that about $2,357 of the unsecured claims
was for 2008 Fayette County property taxes.  Ajc.com relates that
the Coxes closed an IRA account on Nov. 12, 2008.  The documents
say that the Coxes also owe more than $33,000 on two car loans for
a 2008 Ford F-150 and a 2008 Ford Edge.  The Coxes, according to
the documents, have continued to donate $100 per month to
Peachtree City United Methodist Church.

                         About Kathy Cox

Kathy Cox is a former Fayette County teacher and legislator now in
her second term as schools chief.  She oversees a state system of
1.7 million students and an education budget of $9.5 billion, most
of which it passes to local systems.


KNOBLAUCH BUILDERS: Judge Frank Approves Disclosure Statement
-------------------------------------------------------------
Carolyn Okomo of the Deal reports that the Hon. Eric Frank of the
United States Bankruptcy Court for the Eastern District of
Pennsylvania approved a disclosure statement explaining a fifth
amended Chapter 11 plan of reorganization filed by Knoblauch
Builders Inc.

A hearing is set for Jan. 21, 2009, to consider confirmation of
the plan.  Judge Frank will review on Dec. 10, 2008, a motion to
convert or dismiss the company's case filed by the U.S. Trustee
for Region 3, citing failure to file monthly operating reports and
continued accrual of outstanding tax obligations, Ms. Okomo citing
papers filed with the Court.

According to Ms. Okomo, the Court held off ruling on the company's
disclosure statement for months to allow it to resolve several
objections filed against the plan.  Pennsylvania Office of the
Attorney General protested to the company's plan saying it failed
to set a basis wherein the company could pay off its creditors,
Ms. Okomo says.

Under the plan, a $492,252 Bucks County Bank secured claim
held by Bucks County Bank will be satisfied over the course of 10
years, Ms. Okomo says.  The bank will also extend a credit line
equal to the difference between 70% of the company's eligible
accounts receivable and its claim, Ms. Okomo relates.

Secured tax claims and priority nontax claims, the report says,
would be paid in full over a period no longer than seven years
while unsecured creditors a expected to receive a pro-rata portion
of 50% of company's net cash flow over five years.  Moreover,
unsecured portions of the claims would be subordinated to those of
unsecured creditors, the Deal says.

Unsecured creditors would also receive annual payments of $65,000
for five years through a distribution trust, the report says.

Security interests would be canceled under the plan, Ms. Okomo
says.

Headquartered in Bensalem, Pennsylvania, Knoblauch Builders, Inc.
-- http://www.knoblauchbuilders.com/-- is a home builder and
contractor.  The company filed for Chapter 11 protection on Dec.
15, 2006 (Bankr. E.D. Penn. Case No. 06-15934).  Albert A. Ciardi,
III, Esq., at Ciardi & Ciardi, P.C., represents the Debtor.  When
the Debtor filed for protection from its creditors, it listed
assets and debts between $1 million and $10 million each.


KOSSIE R. POWEL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kossie R. Powell
        117 Wilson Ave.
        Grove Hill, Al 36451

Bankruptcy Case No.: 08-14644

Chapter 11 Petition Date: November 20, 2008

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Barry A. Friedman, Esq.
                  bky@bafmobile.com
                  Barry A. Friedman and Associates P.C.
                  P. O. Box 2394
                  Mobile, AL 36652-2394
                  Tel: (251) 439-7400

Total Assets: $1,645,861

Total Debts: $3,613,843

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

            http://bankrupt.com/misc/alsb08-14644.pdf

The petition was signed by Kossie R. Powell, the debtor.


LAND O'LAKES: Material Weakness Won't Affect Moody's 'Ba1' Rating
-----------------------------------------------------------------
Moody's Investors Service said that Land O'Lakes, Inc.'s
identification of a material weakness in internal controls over
financial reporting does not at this time affect the company's Ba1
corporate family rating, its speculative grade liquidity rating of
SGL-3 or its stable rating outlook.  Moody's will monitor the
company's prospective ability to produce audited financial
statements for fiscal year ended Dec. 31, 2008, by April 15, 2009,
-- the due date for audited fiscal financial statements to be
delivered under the most restrictive credit agreement.  Moody's
action is based on its expectation that this issue will be
resolved by the end of January 2009.  Moody's notes, however, that
if Moody's expectations change regarding timely resolution of this
accounting issue, or if Moody's believes that a waiver of the
financial statement delivery covenant will be required, Moody's
would likely place the company's long-term ratings under review
for possible downgrade.

On Nov. 10, Land O'Lakes reduced its year-to-date net earnings
for the period ending Sept. 30, 2008, from $224 million to
$212 million.  The reason for the reduction was the discovery that
cost of goods sold in its Agronomy segment was understated by
$10.1 million as a result of errors in inventory costing.  The
amount of the earnings reduction is not significant, in Moody's
view, given expected normalized EBITDA of $443 million in fiscal
2008.

In addition to this accounting error, Land O'Lakes disclosed
certain issues with its MoArk LLC subsidiary that are contributing
factors in the company's identification of material weakness in
internal controls over financial reporting.  Land O'Lakes
uncovered an error in the financial statements of its MoArk LLC
subsidiary in August 2008, related to the choice of accounting
treatment applied to a 2005 real estate transaction.  (MoArk had
reported a pre-tax gain of $7 million in 2005 when it sold a
property and simultaneously entered into a lease that did not
require rental payments.)  In August 2008, Land O'Lakes asked KPMG
LLP, the auditor for the consolidated company, to audit restated
MoArk financial statements for fiscal 2005, 2006 and 2007 in which
the gain is removed from 2005, among other matters.  MoArk's
management has discussed these matters with predecessor accounting
firm Moore Stephens Frost.  MSF provided the auditors' report on
MoArk's 2005 audited financial statements referenced by KPMG in
KPMG's auditors' report on the consolidated 2005 financial
statements.

MSF has not issued an auditors' report on MoArk's restated 2005
financial statements.  Accordingly, KPMG has withdrawn its
auditors' report on the consolidated financials from fiscal 2005
through 2007.  As a result, Land O'Lakes and its board's Audit
Committee have concluded that the 2007 10K may not be relied upon.
On Nov. 10, 2008, KPMG informed Land O'Lakes that it could not
complete its audit of MoArk due to inadequate books and records
related to the formation of MoArk and for the acquisitions made by
MoArk and its subsidiaries during the calendar years 2000 to 2002.
Specifically, KPMG noted that records were incomplete primarily
with respect to the original capital contributions and the
subsequent purchase price allocations, impacting goodwill and
working capital items, among other items.  Land O'Lakes is
exploring other options for completing an audit of MoArk's
financial statements.

MoArk accounted for only $34.7 million of the consolidated
company's $236.7 million of pre-tax earnings for the nine months
ended Sept. 30, 2008.  However, any failure to resolve the issue
of a MoArk audit could result in an inability to file unqualified
fiscal 2008 financials by April 15, 2009, potentially
necessitating a waiver or amendment under the company's bank
agreement and receivables securitization facility.

These are not the first accounting issues of late for Land
O'Lakes.  As noted in Moody's credit opinion of July 11, 2008, the
company had become aware, in March 2008, of previously undetected
misstatements in the financial statements of its Agriliance LLC
joint venture, related to vendor rebates.  Land O'Lakes accounts
for its investment in Agriliance LLC on an equity basis.  Land
O'Lakes quarterly financial results for the quarters ending
March 31, June 30, and Sept. 30, 2007 and 2006 were deemed to be
materially misstated.  The company believes that new policies and
procedures have remedied this material weakness.

While the amounts involved in the restatements of Agriliance and
in the earnings reduction of September 2008 were not significant,
these events raise questions regarding financial oversight at the
company's subsidiaries and joint ventures, in Moody's view.

Land O'Lakes, Inc. based in Arden Hills, Minnesota, is an
agricultural cooperative focusing on dairy food, animal feed, and
agricultural crop inputs.  Revenues for the twelve months ended
Sept. 30, 2008 were approximately $12 billion.  Moody's most
recent rating action was an upgrade in the company's corporate
family rating and certain of its long term ratings, affirmation of
its bank facility rating and its senior unsecured notes ratings, a
downgrade in its speculative grade liquidity rating and the
assignment of a stable outlook on July 9, 2008.


LANDAMERICA FINANCIAL: Fitch Cuts Issuer Default Rating to 'B'
--------------------------------------------------------------
Fitch Ratings has downgraded the Insurer Financial Strength
ratings of LandAmerica Financial Group's insurance subsidiaries to
'BB' from 'BBB+'.  Fitch has also downgraded the Issuer Default
Rating of LFG to 'B' from 'BBB-'.  Additionally, Fitch has placed
LFG and subsidiaries on Rating Watch Negative.

Fitch's rating action follows Fidelity National Financial's
announcement that it will not acquire LFG as previously planned
after finishing its due diligence.  Further, Fitch's downgrade
considers LFG's deteriorating financial condition, constrained
liquidity and consequences from not meeting the renegotiated
covenants of its credit agreements.

LFG's stockholders' equity fell by more than one-half in the third
quarter to $485 million at the close of the third quarter 2008.
Consequently, financial leverage is high at greater than 50% as of
Sept. 30, 2008.  Significant contributors to LFG's year-to-date
$674 million net loss include: a $225 million write-off of
goodwill, a $90 million reserve strengthening and a $275 million
provision taken against LFG's deferred income tax assets.

The goodwill impairment applied to both title operations and
lender services business segments following an annual testing of
goodwill balances.  The impairment testing is not complete and
consequently, additional charges may be taken during the fourth
quarter of 2008.  As of Sept. 30, 2008, goodwill balances were
$615 million, resulting in negative tangible equity of at least
$130 million before considering other intangible assets.

LFG faces serious liquidity constraints now that the acquisition
plans have fallen through.  Specifically, LFG has approximately
$290 million invested in auction-rate securities as part of its
1031 exchange business that currently cannot be accessed.  The
illiquidity of LFG's ARS could result in losses as the company
liquidates other investment securities to meet cash needs.  It is
unclear at this time if the State of Nebraska Department of
Insurance will allow LFG to trade ARS for more liquid investments
at the title underwriting subsidiaries.

Following a renegotiation of covenants on $250 million of bank
debt, LFG was not in compliance as of the end of third quarter-
2008.  Consequently, in the absence of a new agreement, the
borrowed money would be due immediately.  Currently, LFG is unable
to access the $50 million remaining under its bank line of credit.
Lastly, Fitch estimates consolidated statutory surplus at the
title underwriting subsidiaries to be $300 million as of Sept. 30,
2008, down from $426 million at year-end 2007.  Surplus has been
depleted by operating losses and dividends to the holding company
and consequently, Fitch's estimate of LFG's risk-adjusted capital
ratio is substantially below 100%.  The new 'BB' insurer financial
strength ratings reflect the potential vulnerability of the
insurers' obligations.

Fitch has downgraded these ratings and placed them on Rating Watch
Negative:

LandAmerica Financial Group, Inc.

  -- Long-term IDR to 'B' from 'BBB-';
  -- Senior debt to 'B-/RR5' from 'BB+'.

Commonwealth Land Title Insurance Company
Commonwealth Land Title Insurance Company of New Jersey
Land Title Insurance Company of Pasadena
Lawyers Title Insurance Corporation
Title Insurance Company of America
Transnation Title Insurance Company

  -- IFS to 'BB' from 'BBB+'.


LANDAMERICA FINANCIAL: S&P Cuts Counterparty Credit Rating to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial strength ratings on LandAmerica
Financial Group Inc.'s title insurance operations to 'BB-' from
'BBB+'.

Standard & Poor's also said that it lowered its counterparty
credit rating on LFG to 'B-' from 'BB+'.

In addition, Standard & Poor's revised the CreditWatch status of
all the ratings to negative from developing.

"These rating actions follow Fidelity National Financial Inc.'s
termination of its definitive merger agreement with LFG," noted
Standard & Poor's credit analyst James Brender.  "Our actions
reflect strains on LFG's liquidity, including a breach of a
covenant, and LandAmerica's deteriorating operating performance."
In the third quarter of 2008, LFG reported a net loss of $600
million, primarily because of an impairment of goodwill and
intangible assets, a decrease in revenues because of the
significant drop in mortgage originations, and adverse loss
reserve development for policy years 2005 through 2007.

LFG has indicated it is not in compliance with certain covenants
in its credit agreements for its $150 million revolving line of
credit ($100 million outstanding) and its $150 million senior
notes.  Standard & Poor's does not believe LFG has the internal
resources to repay these obligations if the creditors exercise
their right to declare LFG to be in default, which would make
principal and interest due immediately.  A default under those
obligations would trigger cross-default provisions and cause LFG's
$224 million senior convertible notes to also become due
immediately.

There is tremendous uncertainty regarding the resolution of the
CreditWatch status of the ratings.  Standard & Poor's rating
assumes LFG's creditors will waive the existing covenant
violations.  Key assumptions in S&P's opinion include LFG's sale
of Centennial Bank and LandAmerica's payment of substantial
dividends to LFG in 2009.  S&P believes LandAmerica will have
ordinary dividend capacity of at least $100 million for 2009.
Failure of any of these things to occur would lead to us to lower
the ratings on LFG again.

Title industry fundamentals remain weak, and Standard & Poor's has
effectively had a negative outlook on the title insurance sector
since July 2007.  "Our primary concern is the sharp decline in
mortgage originations that began in the second half of 2007," Mr.
Brender said.  "We also note that title insurers have been
recording larger provisions for claims, and this trend has
hurt operating results.  Mortgage originations are the life blood
of the title insurance industry."  Consequently, a decrease in
originations usually translates into weaker profitability for the
title insurance industry.  According to the Mortgage Bankers
Assoc., mortgage originations plummeted 18% in the first nine
months of 2008.  Furthermore, the MBA's most recent forecast
predicts mortgage originations will decline another 10% in
2009.


LB UBS: S&P Affirms Low-B Ratings on Three Classes of Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from LB
UBS Commercial Mortgage Trust 2003-C1.  Concurrently, S&P affirmed
its ratings on 14 other classes from this series.

The upgrades are due to increased credit enhancement levels
resulting from a 29% reduction in the mortgage pool balance since
issuance, as well as the defeasance of the collateral securing 30%
($290.5 million) of the pool.  The affirmations reflect credit
enhancement levels that provide adequate support through various
stress scenarios.

As of the Nov. 18, 2008, remittance report, the trust collateral
comprised 98 loans with an aggregate principal balance of $976.6
million, compared with 114 loans totaling $1.371 billion at
issuance.  The master servicer, Wachovia Bank N.A., reported
financial information for 99% of the loans in the pool, excluding
the defeased loans.  Eighty percent of the servicer-reported
information was partial-year 2008 data, and the remainder was
year-end 2007 data.  Based on this information, Standard & Poor's
calculated a weighte d average debt service coverage of 1.67x,
compared with 1.66x at issuance.  With the exception of a $3.3
million loan that is 30-plus days delinquent, all of the loans in
the trust are current, and no loans are with the special servicer.
To date, the trust has incurred two losses totaling $4.2 million.

The top 10 exposures secured by real estate have an aggregate
principal balance of $409.4 million (42%) and a weighted average
DSC of 1.80x, up from 1.74x at issuance.  Standard & Poor's
reviewed the property inspection reports provided by Wachovia for
the assets underlying the top 10 exposures, which characterized
the properties as "good."

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

  -- The Stonebriar Centre loan, the largest exposure in the pool
     ($168.3 million, 17%), is secured by 694,300 sq. ft. of a
     1.65 million-sq.-ft. super-regional mall in Frisco, Texas.
     Wachovia reported a 2.17x DSC and 98% occupancy for the six
     months ended June 30, 2008.  Although the average in-line
     base rents at the property have risen 19% since issuance,
     percentage rent and other income have declined and operating
     expenses have increased.  This caused net cash flow and S&P's
     resulting valuation to decline 17% since issuance.  Despite
     the decline, the loan continues to exhibit credit
     characteristics consistent with those of investment-grade
     rated obligations.

  -- The Westmoreland Mall loan, the second-largest exposure in
     the pool ($73.9 million, 8%), is secured by 561,250 sq. ft.
     of a 1.28 million-sq.-ft. regional mall and shopping center
     in Greensburg, Pennsylvania.  The master servicer reported a
     1.69x DSC and 94% occupancy for the six months ended June 30,
     2008.  S&P's adjusted NCF declined 13% since issuance due to
     higher operating expenses.

S&P has credit concerns with the five loans in the pool that
reported DSCs of less than 1.0x.  These loans ($13.9 million, 1%)
are secured by industrial, retail, mobile home park, and
multifamily properties.  They have an average balance of $2.8
million and have experienced a weighted average decline in DSC of
58% since issuance.  Most of the properties securing these five
loans have experienced a decline in NCF due to low occupancies.
All five of the loans appear on Wachovia's watchlist.

Wachovia reported a watchlist of 13 loans totaling $35.1 million
(4%).  The largest loan on the watchlist is Springfield Industrial
($5.8 million, 1%), which is secured by a 552,500-sq.-ft.
industrial warehouse property in West Springfield, Massachusetts.
This loan is on the master servicer's watchlist because of a low
DSC of 0.82x for the 12 months ended Dec. 31, 2007.  The property
was 84% occupied as of June 2008.  The remaining loans are on the
watchlist due to declines in DSC since issuance, low occupancy,
and/or upcoming tenant 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 and
affirmed ratings.

                           Ratings Raised

             LB UBS Commercial Mortgage Trust 2003-C1
           Commercial mortgage pass-through certificates

                          Rating
                          ------
        Class         To           From     Credit enhancement
        -----         --           ----     ------------------
        E             AA+          AA                 14.31%
        F             AA           AA-                12.55%
        G             A+           A                  10.62%
        H             A            A-                  8.69%

                    Ratings Affirmed

         LB UBS Commercial Mortgage Trust 2003-C1
       Commercial mortgage pass-through certificates

         Class         Rating     Credit enhancement
         -----         ------     ------------------
         A-2           AAA                   23.61%
         A-3           AAA                   23.61%
         A-4           AAA                   23.61%
         A-1b          AAA                   23.61%
         B             AAA                   20.98%
         C             AAA                   18.35%
         D             AAA                   16.24%
         J             BBB+                   7.46%
         K             BBB                    6.41%
         L             BB+                    4.48%
         M             BB                     3.78%
         N             BB-                    3.08%
         X-CL          AAA                     N/A
         X-CP          AAA                     N/A

                  N/A - Not applicable.


LEVEL 3: Moody's Cuts Probability of Default Rating to Ca
---------------------------------------------------------
Moody's Investors Service downgraded Level 3 Communications,
Inc.'s probability of default rating to Ca from Caa1 in response
to the company's Nov. 17 announcement that it had reached an
agreement to raise $400 million in new convertible subordinated
debt, the proceeds of which, together with cash on hand, will be
used to fund discounted tender offers for three existing
convertible debt issues that mature in 2009 and 2010.

Given that Level 3's near-term growth prospects and liquidity are
likely to be adversely impacted by rapidly deteriorating general
economic conditions, even if the proposed distressed exchange
transactions are successfully completed, Moody's also placed the
company's debt ratings on review for possible downgrade.

The tender offers contemplate debt holders accepting an early and
certain return of cash in exchange for that return being at a
discount to the face value of their holdings (73% weighted
average) as a means of the company addressing three near-term debt
maturities that, in aggregate, may become a source of significant
financial stress.  These two key features, the discounted price
and the targeting of near-term maturities so as to address
potential financial stress, cause the transaction to be viewed as
analogous to a partial restructuring; this is deemed to represent
a default by Moody's.  The company's PDR has therefore been
revised to a level, Ca, which reflects the strong likelihood of
the transaction closing and the subsequent deemed default
occurring.

The Ca PDR will prevail during the tender offer process. Upon the
tender closing, the PDR will be repositioned to Ca/LD to reflect
the limited default that will have then occurred.  The "/LD"
suffix will be removed after three business days, at which time it
is also anticipated that Moody's ratings review will be concluded.

The review will include Level 3's PDR and applicable expected loss
rate being repositioned to levels appropriate for the company's
circumstance, proforma for the definitive outcome following the
exchange transactions.  With the CFR being a function of the PDR
and EL, movement in either could result in the CFR and ratings of
individual debt instruments being subject to downward revision
(note that in the event that some debt issues are retired in their
entirety, the relevant ratings for the same would be withdrawn).

Moody's previous rating action was on Nov. 7, 2007, at which time
Level 3's speculative grade liquidity rating was downgraded to
SGL-2 (good liquidity) from SGL-1 (very good liquidity) as a
consequence of ongoing depletion of the company's cash position.
It was also noted that, depending on cash generation, the SGL
rating could continue to migrate downwards, particularly as
proximity to the September 2009 debt maturity advanced.  Together
with a comprehensive assessment of the company's cash generation
in the current business environment, and the resulting credit
protection measures, liquidity will also be a focus of the pending
ratings assessment.  In the interim, the SGL-2 speculative grade
liquidity rating was affirmed as part of the rating action given
the company's ability to still finance itself through 2009 (albeit
with more questionable liquidity heading into 2010).

The rating action processes additional point estimate revisions
caused by subsequent minor and opportunistic debt retirement
activities reported in the company's September 10-Q.

Downgrades:

Issuer: Level 3 Communications, Inc.

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

Outlook Actions:

Issuer: Level 3 Communications, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Level 3 Financing, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

On Review for Possible Downgrade:

Issuer: Level 3 Communications, Inc.

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Caa1

  -- Subordinate Conv./Exch. Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Caa3 (LGD6, 94%)

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Caa2, LGD assessment
     revised to (LGD5, 82%) from (LGD5, 81%)

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Caa2, LGD assessment revised to
      (LGD5, 82%) from (LGD5, 81%)

Issuer: Level 3 Financing, Inc.

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently B1 (LGD1, 07%)

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Caa1, LGD assessment revised to
     (LGD3, 49%) from (LGD3, 47%)

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc. is a publicly traded holding company that, through its
operating subsidiaries, provides Internet protocol-based
telecommunications services such as transport and interconnection
to companies with high bandwidth needs.  Annual revenue is
approximately $4.4 billion dollars, of which more than 90% is
derived within the United States.  The company's approximately
27,000 route miles connect an aggregate of approximately 7,300
traffic aggregation points and buildings in approximately 125
markets in the United States and Europe.


LEXINGTON PRECISION: Has Until Jan. 26 to File Chapter 11 Plan
--------------------------------------------------------------
The Hon. Martin Glenn of the United States Bankruptcy Court for
the Southern District of New York extended for a second time the
exclusive periods of Lexington Precision Corp. and Lexington
Rubber Group, Inc. to:

   a) file a Chapter 11 plan until Jan. 26, 2009, and

   b) solicit acceptances of that plan until Feb. 25, 2009.

The Court finds that despite substantial differences with the
Official Committee of Unsecured Creditors on the valuation of the
Debtors, the Debtors have been negotiating in good faith with a
view towards agreeing on a viable plan of reorganization.
Therefore, the Court says, it would not be appropriate to
terminate exclusivity now.

The Debtors' exclusive period to file a Chapter 11 plan, as first
extended, expired on Oct. 28, 2008.

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp.
-- http://www.lexingtonprecision.com/-- manufactures tight-
tolerance rubber and metal components for use in medical,
automotive, and industrial applications.  As of Feb. 29, 2008, the
companies employed about 651 regular and 22 temporary personnel.

The company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an Official Committee
of Unsecured Creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., represents the Committee as counsel.

When the Debtors filed for protection from their creditors, they
listed total assets of $52,730,000 and total debts of $88,705,000.


LEXINGTON PRECISION: US Trustee Objects to Amended Plan
-------------------------------------------------------
Diana G. Adams, the U.S Trustee for Region 2 asks the U.S.
Bankruptcy Court for the Southern District of New York to deny
approval of Lexington Precision Corp., and its debtor-affiliates'
Disclosure Statement, which was filed with the Court on Aug. 8,
2008.  The U.S. Trustee contends that the Disclosure Statement
does not explain why certain Non-Debtor Releases contained in the
Amended Plan are justified.

Specifically, under the Amended Plan, holders of claims and equity
interests against the Debtors that are either (a) deemed to accept
the Amended Plan, or (b) that do not vote to accept the Amended
Plan, in consideration of the services provided to the Debtors,
will release, unconditionally and forever, each present or former
officer, director, employee, and other non-debtors, from all
liabilities based, in whole or in part, on, among other things,
all claims that relate to the operation of the Debtors' business,
transactions giving rise to the claim against the Debtors, on any
matter related to the Debtors' Chapter 11 cases, except for
willful misconduct, gross negligence, fraud, or criminal conduct.

The U.S. Trustee Court relates that non-debtor releases are
appropriate only in rare situations, and should not be approved
unless truly unusual circumstances render the release terms
important to the success of the plan.

The U.S. Trustee adds that, while the unsecured creditors will be
paid in full under the Amended Plan, asbestos claimants are not
provided a 100% recovery.  In addition, the U.S. Trustee points
out that the Non-Debtor Releases in the Amended Plan are much too
broad, and does not provide any reason for them.

Finally, the U.S. Trustee says the Amended Plan fails to include
appropriate language carving out Government claims from the
proposed releases.

The Debtors and the U.S. Trustee are currently discussing
revisions to the non-debtor release provision.  The U.S. Trustee
has filed this objection to preserve her rights in the event that
such discussions are no resolved to her satisfaction.

               Distribution Under the Amended Plan

Under the Amended Plan and Disclosure Statement, unsecured claims,
other than senior subordinated note claims, junior subordinated
note claims and asbestor-related claims, will receive an initial
25% distribution and, thereafter, three consecutive 26.5%
distributions six, twelve and eighteen months after the initial
distribution.

Unsecured asbestos related claims, which are separately
classified, will be paid out of the proceeds of the Debtors'
insurance policies, and as a result, the U.S. Trustee says it is
unclear what percentage recovery asbestos related claimants will
receive.

Holders of the Debtors' common stock will be unaltered, although
subject to dilution because of the increase in the number of
authorized shares of Lexington Precision Corp. common stock.

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp.
-- http://www.lexingtonprecision.com/-- manufactures tight-
tolerance rubber and metal components for use in medical,
automotive, and industrial applications.  As of Feb. 29, 2008, the
companies employed about 651 regular and 22 temporary personnel.

The company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an Official Committee
of Unsecured Creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., reresents the Committee as counsel.

When the Debtors filed for protection from their creditors, they
listed total assets of $52,730,000 and total debts of $88,705,000.


LIGHTPOINT CLO: Moody's Downgrades Ratings on Two Classes of Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded these notes issued by
LightPoint CLO 2004-1, Ltd.:

Class Description: Class D Secured Notes

  -- Prior Rating: Baa2
  -- Prior Rating Date: Feb. 26, 2004
  -- Current Rating: Baa3

Class Description: Class E Subordinated Secured Notes

  -- Prior Rating: Ba3
  -- Prior Rating Date: Aug. 8, 2008
  -- Current Rating: B1

LightPoint CLO 2004-1, Ltd. is a collateralized loan obligation
backed primarily by a portfolio of senior secured loans.  Moody's
notes that the transaction provides that the computation of
Overcollateralization Ratios include a haircut to par value of any
collateral obligation with a market value below 85% of its
principal balance.  (This haircut will continue until such
obligation trades at a market value of at least 95% of its
principal balance for 60 consecutive days).  The Trustee reports
that the haircut is being applied to a significant proportion of
the underlying collateral.

As reported by the Trustee, on Nov. 7, 2008, the deal failed all
of its Overcollateralization Tests, as a result all interest
proceeds and principal proceeds on the last payment date were used
to pay principal on the Class A-1A notes after paying interest due
to the Class A-1A, Class A-1B, and Class B Notes.  The Class X,
Class C, Class D, and Class E Notes are currently deferring
interest.  The rating actions taken with respect to the Class D
and Class E Notes reflect the Overcollateralization Test failures
as well as the continued decline in the average credit rating of
the portfolio.


LODGENET INTERACTIVE: Moody's Cuts Corporate Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service downgraded LodgeNet Interactive
Corporation's corporate family rating to B3 from B1 and its
probability of default rating to Caa1 from B2.

The company's bank credit facility was downgraded to B3 from B1.
LodgeNet was also assigned an SGL-4 speculative grade liquidity
rating, indicating a "weak" liquidity profile over the forward 12-
month rating horizon.  LodgeNet's rating outlook remains negative.
The rating actions were prompted by the liquidity implications of
the very dramatic recent change in the macroeconomic environment,
which serve to exacerbate the already scheduled tightening of
maintenance financial covenants with the passage of time through
next year.

Given LodgeNet's dependence on discretionary consumer and business
spending, material sequential declines in EBITDA are now a real
possibility.  In turn, this may compromise the company's ability
to manage within the bounds of financial covenants specified in
its bank credit facility.  After year-end, the leverage covenant
tightens to 4.25x and when the third quarter is tested, the
covenant tightens again to 4.00x.

Company disclosure indicates there is significant discretion over
capital expenditures, however.  That plus additional operating
cost initiatives may allow the covenants to be respected without
the need to request accommodation from bank lenders.  Nonetheless,
the outcome of the race to resize the debt burden (while
maximizing the EBITDA stream) in advance of the two forthcoming
step-downs next year is quite uncertain.  Should lender
accommodation be required, market precedent indicates that credit
facility pricing would have to be marked-to-market.

The resulting incremental interest expense could be material and
may constrain the company's investment capacity (even if the
business environment suddenly, albeit unexpectedly, improves).  In
turn, with service to hotel partners perhaps being impaired, the
secondary and tertiary impact of the matter may be quite
significant.  This background underpins the rating actions,
including the SGL-4 rating assignment.
Issuer: LodgeNet Interactive Corporation

Downgrades:

  -- Probability of Default Rating, Downgraded to Caa1 from B2
  -- Corporate Family Rating, Downgraded to B3 from B1
  -- Senior Secured Bank Credit Facility, Downgraded to B3 from B1

Assignments:

  -- Speculative Grade Liquidity Rating, Assigned SGL-4

Outlook Actions:

  -- Outlook, affirmed as negative

LodgeNet Interactive Corporation, headquartered in Sioux Falls,
South Dakota, provides cable, video-on-demand and video game
entertainment services to the lodging industry.


LOOK COMMUNICATIONS: August 31 Balance Sheet Upside-Down by C$6MM
-----------------------------------------------------------------
Look Communications Inc.'s balance sheet at Aug. 31, 2008, showed
total assets of C$14.7 million and total liabilities of
C$20.4 million, resulting in a shareholders' deficit of
C$5.7 million.

Look Communications reported its financial and operating results
for the fiscal year ended Aug. 31, 2008.

Financial highlights for the year ended Aug. 31, 2008, included:

   -- Service and sales revenue for the year ended Aug. 31, 2008,
      was C$20.3 million compared to C$24.6 million for the year
      ended Aug. 31, 2007;

   -- Operating expenses decreased approximately C$7.5 million or
      30.6% to C$16.8 million for the year ended Aug. 31, 2008,
      as compared to C$24.3 million for the period ended Aug. 31,
      2007;

   -- The loss and comprehensive loss for the years ended Aug. 31,
      2008, and 2007 was C$7.3 million and C$11.9 million

                     About Look Communications

Headquartered in Montreal, Quebec, Look Communications Inc. --
http://www.look.ca/-- is a wireless broadband carrier, delivering
a spectrum of communications services, Including wireless digital
television distribution, dial-up and internet access, and Web-
related services, Including Web-hosting and domain name
registration.  The company's service and sales revenue consists of
broadcast services, internet services, other services, and
equipment sales and installation revenue.  Broadcast services
revenue is earned from the provision of services to residential
and commercial customers.  Internet services revenue is earned
from monthly and annual subscriptions from individuals and
businesses for access to the Internet.  Other services revenues
are earned from web-hosting, domain name registration, and web-
server, co-location.  Equipment sales revenues are earned from the
sale of equipment to customers.


MBD INC: Owner Andrew Meghdadi Blames Bankruptcy on Housing Slump
-----------------------------------------------------------------
Jenn Klein at Chico Enterprise Record reports that MBD, Inc.'s
owner Andrew Meghdadi blamed his company's bankruptcy on weakening
housing market.

According to Chico Enterprise, Mr. Meghdadi said that the housing
market is the lowest he's seen in his 17 years of building in the
Chico, but said that he is "confident that the market is going to
change and we are confident that we are going to succeed, get out
of bankruptcy and continue with our day-to-day business going
forward."

Chico Enterprise relates that the city of Chico granted Mr.
Meghdadi a three-year extension of a development agreement for
Belvedere Heights, his south Chico subdivision.  According to the
report, Mr. Meghdadi said that he expects the extension to give
him enough time to complete the 191 homes planned.  The report
says that Mr. Meghdadi will continue work on Belvedere Heights on
20th Street east of Bruce Road.  About 18 homes are completed and
173 are left to construct, the report states, citing Mr. Meghdadi.

Mr. Meghdadi said that he woudn't build the remaining homes at
Sierra Vista -- his second subdivision on Bruce Road -- ahead of
time, but will start work on those houses as customer orders come
in, Chico Enterprise relates.  Mr. Meghdadi, according to Chico
Enterprise, said that he also has 223 lots mapped and ready for a
subdivision in Red Bluff, but will wait to start building the
houses until the market rebounds.

MBD's bankruptcy filing means that the city of Chico will become
one of the unsecured creditors for the $126,000 the Mr. Meghdadi
owes, Chico Enterprise reports, citing Assistant City Attorney
Roger Wilson.  According to the report, Mr. Wilson said that Mr.
Meghdadi was supposed to pay the full amount to the city by
July 2, 2008, but Mr. Meghdadi asked the city to defer the fees
for two years.   City Planning Director Steve Peterson said that
the city didn't want to defer the fees because it anticipated the
money as revenue to help balance its budget, the report states.

Chico Enterprises relates that Mr. Meghdadi said that as long as
he keeps building houses, the bankruptcy filing won't affect the
his ability to pay back the city, and the fees paid for every
building permit application will go toward the $126,000 owed.

Most of MBD's small creditors have already been paid, Chico
Enterprises says, citing Mr. Meghdadi.  MBD, according to the
report, is trying to get permission from the court to pay several
remaining small creditors for money owed before the Chapter 11
filing.

                           About MBD

Chico, California-based MBD, Inc., a.k.a. Meghdadi Builder
Developer, operates a construction company.  It filed for Chapter
11 protection on Oct. 6, 2008 (Bankr. E. D. Calif. Case No. 08-
34347).  William C. Lewis, Esq., who has an office in Palo Alto,
California, represents the Debtor in its restructuring effort.
The company listed assets of $10 million to $50 million and debts
of $10 million to $50 million.


MERCURY COMPANIES: Court Sets Jan. 30 Claims Bar Date
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has set a
Jan. 30, 2009 bar date for filing proofs of claim in Mercury
Companies, Inc., and its debtor-affiliates' jointly administered
bankruptcy cases.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

The company filed for Chapter 11 protection on Aug. 28, 2008.
On Oct. 24, 2008, six direct and indirect subsidiaries of Mercury,
Arizona Title Agency, Inc., Financial Title Company, Lenders
Choice Title Company, Lenders First Choice Agency, Inc., Texas
United Title, Inc., dba United Title of Texas and Title Guaranty
Agency of Arizona, Inc., also filed voluntary Chapter 11
petitions, which cases are jointly administered with Mercury's
(Bankr. D. Colo. Lead Case No. 08-23125).  Daniel J. Garfield,
Esq., Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck,
LLP, and Kathleen A. Odle, at Sherman & Howard LLP, represent the
Debtors as counsel.  Lars H. Fuller, Esq., at Jessop and Company,
PC represents the Official Committee of Unsecured Creditors as
counsel.


MERCURY COMPANIES: May Employ General Aviation as Aircraft Broker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado approvedd
Mercury Companies, Inc.'s amended application to employ General
Aviation Services, L.L.C., as its aircraft broker, effective as of
Nov. 18, 2008, the date of the Application.  GAS' listing is to
expire on Dec. 31, 2008.

This Amended Application was filed to update and revise the
Original Application pursuant to an amended and restated Aircraft
Sales Management Agreement.

Mercury is the owner of an aircraft and related personal property
housed in a hangar at Centennial, Colorado.  As of Oct. 10, 2008,
Mercury owed U.S. Bancorp Equipment Finance, Inc., which financed
the purchase of the aircraft in 2003, $2,105,289.63, excluding
attorney's fees and collection costs.  Mercury told the Court that
it intends to sell the aircraft, which has a book value of
approximately $3,035,000, to pay its debt to U.S. Bancorp
Equipment Finance and potentially, to generate excess sales
proceeds for its bankruptcy estate.

GAS will receive a flat-rate commission of $85,000 if the Aircraft
is sold by Mercury.

Greg Duckson, president of GAS, assured the Court that the firm
does not represent any interest adverse to Mercury Companies,
Inc., its estate, and creditors, and that the firm is a
"disinterested person" as that term is defined in the Bankruptcy
Code.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

The company filed for Chapter 11 protection on Aug. 28, 2008.
On Oct. 24, 2008, six direct and indirect subsidiaries of Mercury,
Arizona Title Agency, Inc., Financial Title Company, Lenders
Choice Title Company, Lenders First Choice Agency, Inc., Texas
United Title, Inc., dba United Title of Texas and Title Guaranty
Agency of Arizona, Inc., also filed voluntary Chapter 11
petitions, which cases are jointly administered with Mercury's
(Bankr. D. Colo. Lead Case No. 08-23125).  Daniel J. Garfield,
Esq., Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck,
LLP, and Kathleen A. Odle, at Sherman & Howard LLP, represent the
Debtors as counsel.  Lars H. Fuller, Esq., at Jessop and Company,
PC represents the Official Committee of Unsecured Creditors as
counsel.


MERCURY COMPANIES: May Employ Garden City as Claims Agent
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has granted
Mercury Companies, Inc., and its debtor-affiliates permission to
employ The Garden City Group, Inc. as their Claims, Noticing, and
Balloting Agent.

The Garden City Group will receive, maintain, record and otherwise
administer the proofs of claim filed in the Debtors' bankruptcy
cases and such other necessary or appropriate administrative
matters, including servicing at the Debtors' request, as balloting
agent, nunc pro tunc to Nov. 10, 2008.

The Garden City Group will be compensated on a monthly basis, in
accordance with the Bankruptcy Administration Agreement, upon the
receipt of reasonably detailed invoices, and will also be entitled
to reimbursement of all reasonable and necessary expenses upon the
presentation of appropriate documentation.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

The company filed for Chapter 11 protection on Aug. 28, 2008.
On Oct. 24, 2008, six direct and indirect subsidiaries of Mercury,
Arizona Title Agency, Inc., Financial Title Company, Lenders
Choice Title Company, Lenders First Choice Agency, Inc., Texas
United Title, Inc., dba United Title of Texas and Title Guaranty
Agency of Arizona, Inc., also filed voluntary Chapter 11
petitions, which cases are jointly administered with Mercury's
(Bankr. D. Colo. Lead Case No. 08-23125).  Daniel J. Garfield,
Esq., Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck,
LLP, and Kathleen A. Odle, at Sherman & Howard LLP, represent the
Debtors as counsel.  Lars H. Fuller, Esq., at Jessop and Company,
PC represents the Official Committee of Unsecured Creditors as
counsel.


MERCURY COMPANIES: Committee Wants to Retain Jessop as Counsel
--------------------------------------------------------------
The Official Unsecured Creditors' Committee appointed in Mercury
Companies, Inc., and its debtor-affiliates' jointly administered
bankruptcy cases asks the U.S. Bankruptcy Court for the District
of Colorado for authority to retain Jessop & Company, P.C. as its
bankruptcy counsel.

As the Committee's counsel, Jessop & Company will:

  a) Advise the Committee regarding it rights, duties and
     responsibilities;

  b) Advise the Committee, prepare and file pleadings, and appear
     in Court;

  c) Conduct factual and legal inquiries into such matters as may
     be determined by the Committee including but not limited to
     Debtors' assets, liabilities and financial condition;

  d) Advise the Committee regarding any proposed sale of Debtors'
     assets including the proposed bidding procedures, if any,
     related thereto;

  e) Advise the Committee of any possible alternatives to the sale
     of Debtors' assets;

  f) Advise the Committee on any plan of reorganization proposed
     by Debtors, and possible alternatives to such a plan; and

  g) Advise the Committee generally on this bankruptcy case and to
     take any actions that the Committee may direct.

As compensation for their services, Jessop & Company's
professionals currently bill:

                                   Hourly Rate
                                   -----------
     Douglas W. Jessop, Esq.          $420
     Lars H. Fuller, Esq.             $260
     Legal Assistants               $70-$90

Douglas W. Jessop, Esq., the founder and head of Jesso & Company,
assures the Court that the firm does not represent or hold any
interest adverse to the Debtors or its estate, and that the firm
is a "disinterested person" at the term is defined under Sec.
101(14) of the Bankruptcy Code.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

The company filed for Chapter 11 protection on Aug. 28, 2008.
On Oct. 24, 2008, six direct and indirect subsidiaries of Mercury,
Arizona Title Agency, Inc., Financial Title Company, Lenders
Choice Title Company, Lenders First Choice Agency, Inc., Texas
United Title, Inc., dba United Title of Texas and Title Guaranty
Agency of Arizona, Inc., also filed voluntary Chapter 11
petitions, which cases are jointly administered with Mercury's
(Bankr. D. Colo. Lead Case No. 08-23125).  Daniel J. Garfield,
Esq., Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck,
LLP, and Kathleen A. Odle, at Sherman & Howard LLP, represent the
Debtors as counsel.


MEZZ CAP: Fitch Cuts and Assigns Rating Outlooks to Six Classes
---------------------------------------------------------------
Fitch Ratings has downgraded and assigned Rating Outlooks to six
classes of Mezz Cap's commercial mortgage pass-through
certificates, series 2005-C3,:

  -- $3.2 million class D to 'BB' from 'BBB'; Outlook Negative;
  -- $1.8 million class E to 'BB-' from 'BBB-'; Outlook Negative;
  -- $1.6 million class F to 'B+' from 'BB+'; Outlook Negative;
  -- $1.7 million class G to 'B' from 'B+'; Outlook Negative;
  -- $4.9 million class H to 'CC/DR2' from 'CCC/DR1';
  -- $0.6 million class J to 'C/DR6' from 'CCC/DR5'.

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

  -- $41.0 million class A at 'AAA'; Outlook Negative;
  -- Interest only class X at 'AAA'; Outlook Negative;
  -- $1.8 million class B at 'AA'; Outlook Negative;
  -- $1.9 million class C at 'A'; Outlook Negative.

Fitch does not rate the $3.5 million class K certificates.

The downgrades are the result of an increase in Fitch's expected
losses due to the transfer of one additional specially serviced
asset (0.6%) and an increase in loss expectations corresponding to
two specially serviced assets (0.8%), as well as an additional
eight loans of concern (5.9%) since Fitch's last rating action.
The Rating Outlooks reflect the likely direction of any rating
changes over the next one to two years.  The Negative Rating
Outlooks reflect the possibility for additional loans to default
in the future and the likelihood for little to no recoveries.  As
of the November 2008 remittance, the pool's aggregate certificate
balance has decreased 2.3% to $62.0 million from $63.4 million at
issuance.  Three loans (3.2%) have defeased.

Each mortgage loan consists of two notes: the A note, or senior
component, which is not included in this trust's mortgage assets,
and the B note.  The B notes in this pool consist of subordinate
interests in the first mortgage loans.  All loans are secured by
traditional commercial real estate property types and are subject
to standard intercreditor agreements that limit the rights and
remedies of the B note holder in the event of default and upon
refinancing.  Due to their subordinate positions, B notes which
default and incur a loss are typically 100% non-recoverable.

Nine assets (6.4%) are currently in special servicing with losses
expected.  The largest specially serviced asset (1.2%) is
collateralized by an industrial warehouse in Bend, OR, and is 90
days delinquent.  The asset transferred to the special servicer in
October 2007 due to payment default.  The special servicer of the
related A note is pursuing foreclosure.

The second largest specially serviced asset (0.9%) is
collateralized by a multifamily property in Tallahassee, Florida
and is real estate owned.  The asset transferred to the special
servicer in February 2007 due to imminent default.  The special
servicer of the related A note is marketing the property.
Fitch has identified an additional 19 loans of concern (15.9%).

No loans are scheduled to mature throughout the remainder of 2008
or in 2009.  The next scheduled maturities come in 2010, when six
non-defeased loans (4.7%) mature.


MILANO, CLAURE LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Milano, Claure LLC
        dba Claure Milano, LLC
        808 West Diamond Avenue
        Gaithersburg, MD 20878

Bankruptcy Case No.: 08-25305

Chapter 11 Petition Date: November 19, 2008

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Gloria Lee, Esq.
                  glorialee.law@gmail.com
                  302 Deep Trail Lane
                  Rockville, MD 20850
                  Tel: (240) 575-0616

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

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

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

            http://bankrupt.com/misc/mdb08-25305.pdf

The petition was signed by Grover Claure-Sandoval.


MORGAN STANLEY: S&P Puts 'D' Ratings 1999-FNVI Classes L and K
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
classes L and K from Morgan Stanley Capital I Inc.'s series 1999-
FNVI.  The previous ratings on the classes were 'CCC' and 'B-',
respectively.

The downgrade of class L reflects a $1.3 million principal loss
realized after the liquidation of one of two specially serviced
assets that were recently resolved by the special servicer,
CWCapital Asset Management LLC.  The downgrade of class K reflects
cumulative interest shortfalls related to the resolutions.  At
this time, S&P expects the cumulative interest shortfalls on class
K to remain outstanding for an extended period.

Details of the resolved assets ($13.8 million total exposure) are:

  -- Governors Crossing was an REO asset secured by a 135,000-sq.-
     ft. outlet shopping center in Sevierville, Tennesse., about
     30 miles east of Knoxville.  The loan was transferred to the
     special servicer on March 4, 2003, for monetary default and
     became REO on June 1, 2005.  The asset had a $10.8 million
     exposure.  The trust incurred a $3.3 million realized loss
     when the asset was liquidated on Oct. 20, 2008.

  -- The Suburban Lodge of Pineville loan had a total exposure of
     $3 million and was secured by a 137-room hotel built in 1997
     in Pineville, North Carolina.  The loan was transferred to
     the special servicer on Aug. 14, 2008, for imminent default.
     The loan paid off in full upon its maturity date on Nov. 1,
     2008.

Interest shortfalls totaling $539,922 from interest on advances
and liquidation fees will affect the trust over the next several
payment periods.  According to the remittance report dated Nov.
17, 2008 (which was restated on Nov. 21, 2008), the shortfalls
affected class G and all of the certificates subordinate to it.
Classes G and H are expected to recover their shortfalls over the
next four months from the cash flow of subordinate certificates.
Standard & Poor's will continue to evaluate this transaction and
will take any necessary CreditWatch or rating actions as S&P deems
appropriate.

                         Ratings Lowered

                   Morgan Stanley Capital I Inc.
  Commercial mortgage pass-through certificates series 1999-FNV1

                      Rating
                      ------
            Class   To       From      Credit Enhancement
            -----   --       ----      ------------------
            K       D        B-                     2.61%
            L       D        CCC                     N/A

                      N/A - Not applicable.


MTM REALTY TRUST: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MTM Realty Trust
        10 Manchester Road
        Derry, NH 03038

Bankruptcy Case No.: 08-13428

Chapter 11 Petition Date: November 19, 2008

Court: District of New Hampshire Live Database (Manchester)

Debtor's Counsel: Jennifer Rood, Esq.
                  jrood@bernsteinshur.com
                  Bernstein Shur
                  670 N. Commercial Street, Suite 108
                  P.O. Box 1120
                  Manchester, NH 03105-1120
                  Tel: (603) 623-8700
                  Fax: (603) 623-7775

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/nhb08-13428.pdf

The petition was signed by Leide Ailed Acevedo Velez, president of
the company.


NEBRASKA EDUCATIONAL: Fitch Cuts Rating on $19.5 Mil. Bonds to BB
-----------------------------------------------------------------
Fitch Ratings has downgraded the rating on $19.5 million education
facility revenue bonds issued by the Nebraska Educational Finance
Authority on behalf of Midland Lutheran College (MLC, or the
college) to 'BB' from 'BB+'.  The bonds are a general obligation
of the college.  The Rating Outlook is Stable.

The rating downgrade reflects MLC's significantly weakened credit
profile, characterized by a continued decline in demand, sizeable
operating deficits, significant endowment draws, and high debt
burden.  Fitch believes these challenges jeopardize the college's
ability to maintain a reasonable level of liquidity to manage its
financial obligations.  While MLC is taking steps to address
enrollment declines and strengthen its financial performance, its
ability to achieve significant gains will be difficult in the
current economic environment.

The 'BB' rating indicates MLC retains a limited level of liquidity
which it can rely upon as it seeks to address its financial and
operational difficulties.  Should the college fail to stimulate a
reversal of current trends over the near term, additional downward
rating action may be considered.

MLC's full-time student enrollment trends have been negative since
fall 2004, despite its high level of tuition discounting.  Its
traditional fall 2008 FTE enrollment of 743 is 9.2% below that of
fall 2007; however, participation in the college's adult degree
completion program program did increase to 40 students.  MLC is
dependent upon tuition and auxiliary revenue, however, its small
size limits operating flexibility.  The college has reorganized
its student admissions department and new program initiatives are
underway to rebuild enrollment.  In an effort to reduce costs, the
college has begun an academic collaborative effort with nearby

Dana College and instituted back office efficiencies.
The college's enrollment declines have negatively affected
financial performance, contributing to structural deficits which
MLC has attempted to bridge with increased support from its
endowment and the use of short-term note obligations.  In fiscal
2007, the college's board increased the endowment's spending rate
from 6% to 8%.  In addition, it authorized additional draws of
unrestricted endowment earnings of $1.1 million in fiscal 2007 and
$2.7 million in fiscal 2008.  MLC's fiscal 2008 endowment payout
represented a high 24.9% of total revenues.

MLC achieved a positive operating margin of 2.9% in fiscal 2008
with the additional endowment draw.  This draw, in combination
with other factors, reduced the college's liquidity, or available
funds (unrestricted and temporarily restricted cash and
investments).  MLC's fiscal 2008 available funds declined 15.5%
from fiscal 2007, to $6.1 million, equivalent to 35.2% of
unrestricted operating expenses and a meager 23.1% of the
college's total outstanding debt for the same period.  While the
college continued to benefit from a $17.1 million endowment at
fiscal year ended 2008, investment performance has not kept pace
with the endowment's spending rate, and it is exposed to
continuing equity market volatility.

Increasingly negative cash flows from operating activities have
engendered a dependence on working capital loans and short-term
notes.  Due to weak revenue trends, maximum annual debt service
consumed a high 12.7% of MLC's fiscal 2008 revenues, which
increased to a very high 24.5% when payments on the college's
additional commitments were included.  Fitch does not believe
these types of provisional actions to be sustainable.

MLC, founded in 1883, is a private, coeducational liberal arts
college, primarily serving undergraduate students.  The college is
affiliated with the Evangelical Lutheran Church in America and
located in Fremont, Nevada, about 30 miles from Omaha.


NETVERSANT SOLUTIONS: Bankruptcy May Impact Anixter's Financials
----------------------------------------------------------------
Anixter International Inc. commented on the anticipated financial
impact from the bankruptcy filing by NetVersant Solutions, Inc.

On Nov. 19, 2008 NetVersant filed for protection under Chapter 11
of the U.S. Bankruptcy Code in U.S. Bankruptcy Court for the
District of Delaware.  In those filings, NetVersant showed Anixter
and its subsidiaries to be unsecured creditors in the amount of
$28.6 million.  At this time Anixter is evaluating its position
with respect to lien or other rights which it may have in
connection with sales to NetVersant.

Specific to this bankruptcy filing Anixter anticipates recording
an expense of approximately $20 to $22 million in the fourth
quarter of 2008 to Increase its reserve for doubtful accounts.

Bob Eck, president and chief executive officer of Anixter said,
"We are obviously disappointed with the bankruptcy of a customer
with whom we have a long term working relationship.  In this
challenging economic environment we are continuing to work
closely with all of our customers and suppliers to maintain
constructive business relationships.  A current assessment of our
key customer relationships shows this situation to be unique in
terms of the circumstances and relative size of the exposure."

                   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 Nov. 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.


NETVERSANT SOLUTIONS: Anixter Int'l Mulls Lien & Other Rights
-------------------------------------------------------------
Anixter International Inc. is evaluating its position with respect
to lien or other rights which it may have in connection with sales
to NetVersant Solutions, Inc.

On Nov. 19, 2008, NetVersant Solutions filed for protection under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware.  In those filings, NetVersant
Solutions showed Anixter International and its subsidiaries to be
unsecured creditors in the amount of $28.6 million.

Anixter International anticipates recording an expense of
approximately $20 to $22 million in the fourth quarter of 2008 to
increase its reserve for doubtful accounts.

Anixter International President and CEO Bob Eck said, "We are
obviously disappointed with the bankruptcy of a customer with whom
we have a long term working relationship.  In this challenging
economic environment we are continuing to work closely with all of
our customers and suppliers to maintain constructive business
relationships.  A current assessment of our key customer
relationships shows this situation to be unique in terms of the
circumstances and relative size of the exposure."

                           About Anixter

Anixter International Inc. -- http://www.anixter.com/-- is the
world's largest distributor of communication products and
electrical and electronic wire and cable, and a leading
distributor of fasteners and other small parts ("C" class
inventory components) to original equipment manufacturers.

The company has nearly US$725 million in inventory of more than
325,000 products, logistics network of 197 warehouses with more
than 5 million square feet of space. It has operations in Latin
American countries including Mexico, Costa Rica, Brazil and
Chile.

                    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.


OFFICEMAX INC: S&P Changes Outlook to Negative & Holds BB- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Itasca, Illinois-based OfficeMax Inc. to negative from stable.  At
the same time, S&P affirmed the ratings on the company, including
the 'BB-' corporate credit rating.

"The outlook revision," said Standard & Poor's credit analyst Mark
Salierno, "reflects S&P's expectation that deteriorating
macroeconomic conditions and the continued slowdown in consumer
and corporate spending will pressure operating performance within
the company's retail and contract segments through the fourth
quarter of 2008 and into fiscal 2009."  Lehman's default was not a
significant factor in S&P's decision to revise the company's
outlook.


OPTI CANADA: Moody's Cuts Sr. Sec. Rating on $1.75BB Notes to B2
----------------------------------------------------------------
Moody's Investors Service downgraded OPTI Canada Inc.'s Corporate
Family Rating and second secured note rating but left OPTI's first
secured bank revolver rating unchanged.  These ratings were also
placed under review for potential further downgrade.  The
Corporate Family Rating is downgraded to B1 from Ba3, the Ba3
senior first secured rating for OPTI's C$500 million bank revolver
remains unchanged, and the senior second secured rating on
US$1.750 billion of notes is downgraded to B2 from B1.  Moody's
does not rate OPTI's C$150 million first secured one year
revolver.

OPTI holds a 50% undivided interest (with Nexen, Baa2 senior
unsecured, which holds the other 50%) in a six-phased greenfield
integrated development of three oil sands leases in Alberta,
Canada.  OPTI's 50% share of proven developed, proven undeveloped,
and probable bitumen reserves is approximately 803 million barrels
(268 million barrels booked as proven) as of Dec. 31, 2007.

The downgrade reflects i) the cumulative impact of project start-
up delays and cost overruns on cash balances and back-up funding,
ii) the likelihood that if Phase I can reach sustainable
operations this quarter, as the Long Lake partners hope, the 2009
price, price differential, and cost environment appears likely to
pull Phase I cash flow below expectations, and iii) OPTI's fund
raising effort takes place under very challenging market
conditions.  The prior ratings factored the inherent risks of
project delays and cost-overruns into the ratings but that leeway
has been consumed and traditional start-up challenges for the
upgrader remain ahead.  In addition, a likely much weaker than
expected market in 2009 would also provide lower than expected
debt service coverage on debt levels augmented by the cost
overruns.

The review for further downgrade will assess: i) the odds of OPTI
achieving start-up and reliable operations of the Long Lake
Upgrader by early next year, ii) OPTI's ability to raise new
equity or equivalent funding in the current market and while still
working to bring the upgrader on line, and iii) liquidity remains
of major concern until OPTI executes new funding resources and the
upgrader is able to generate sustainable cash flow.  It is also
not certain that OPTI will cover its First Senior Secured
Debt/EBITDA covenant for March 31, 2009.

Nevertheless, OPTI owns a large base of long-lived bitumen
reserves and downstream upgrader which is in the process of
starting-up.  This provides substantial asset coverage, several
possible combinations of asset or ownership monetization, and a
potential attraction to new investment capital.  As of Nov. 11,
2008, OPTI had access to C$328 million cash including the undrawn
portion of both $C500 million long term and $C150 million short
term revolving credit facilities (excluding the company's interest
reserve accounts).  This may meet liquidity needs through second
quarter 2009 by when it hopes to be in full operating mode.
To both raise capital now and reduce future phase construction
capital calls, OPTI is evaluating several alternatives to cover
funding needs until it believes operations will provide sufficient
cash flow to cover operating costs and debt service.  Future
capital spending will likely become a function of the degree to
which it sells interests in future developments.  The partners
have postponed the sanctioning of Long Lake Phase II and reduced
related preliminary capital spending, citing rising costs, weak
commodity prices and tight credit markets as some of the reasons
for postponement.

Each Long Lake phase will consist of steam assisted gravity
drainage production of bitumen and its subsequent conversion in
the joint ventures upgrader into synthetic crude oil.  OPTI and
Nexen are in the process of starting-up Phase I.  Phase I steam
injection commenced in second quarter 2007.  Bitumen production in
the first half of October 2008 averaged 15,200 barrels per day.
The partners hope the Long Lake upgrader will be fully on line
shortly and fully operational during first quarter 2009.  Reliable
upgrader performance to design specifications is vital to Long
Lake's margins.

OPTI Canada Inc. is headquartered in Calgary, Alberta, Canada.


OXIGENE INC: Posts $7.1 Million Net Loss in Qtr. Ended Sept. 30
---------------------------------------------------------------
OXiGENE, Inc., posted a net loss of $7,108,000 in the three months
ended September 30, 2008, compared with a net loss of $5,275,000
in the same period a year earlier.  In the nine months ended
September 30, 2008, the company posted a net loss of $19,601,000,
compared with a net loss of $14,592,000 in the in the same period
a year earlier.

The company's balance sheet as of September 30, 2008, showed total
assets of 13,111,000, total liabilities of $6,095,000 and total
stockholders' equity of $7,016,000.

A full-text copy of the company's latest Quarterly Report is
available for free at http://researcharchives.com/t/s?353a

John A. Kollins, OXiGENE's chief executive officer, relates that
the company has experienced net losses and negative cash flow from
operations each year since its inception, except in fiscal 2000.
"As of Sept. 30, 2008, OXiGENE had an accumulated deficit of
approximately $157,401,000.  The company expects to continue to
incur expenses, resulting in operating losses, over the next
several years due to, among other factors, our continuing clinical
trials, planned future clinical trials, and other anticipated
research and development activities.  OXiGENE's cash, cash
equivalents and available-for-sale securities balance was
approximately $11,085,000 at September 30, 2008.  Based on current
plans, the company expects its current available cash and cash
equivalents to meet its cash requirements into the first quarter
of fiscal 2009.  The company will require significant additional
funding to remain a going concern and to fund operations until
such time, if ever, it becomes profitable.  The company intends to
augment its cash, cash equivalents and marketable securities
balances as of Sept. 30, 2008 with the utilization of its
committed equity financing facility, if available by its terms, as
well as through other forms of capital infusion, including
strategic alliances with organizations that have capabilities and
products that are complementary to the company's capabilities and
products in order to continue the development of its potential
product candidates.  However, there can be no assurance that
adequate additional financing under [these] arrangements will be
available to the company on terms that it deems acceptable, if at
all.  Therefore, there exists substantial doubt about the
company's ability to continue as a going concern."

In February 2008, the company entered into a Committed Equity
Financing Facility with Kingsbridge Capital Limited, pursuant to
which Kingsbridge committed to purchase, subject to certain
conditions, up to 5,708,035 shares of the company's common stock
or up to an aggregate of $40,000,000 during the three years from
the date of the agreement.  The company received net proceeds of
$900,000 from the sale of approximately 635,000 shares of common
stock under the CEFF during the nine months ended Sept. 30, 2008.

                   Special Meeting on December 9

A special meeting of stockholders of OXiGENE, Inc., will be held
on Dec. 9, 2008, at 9:00 a.m., local time, at the offices of
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., located at
One Financial Center, Boston, Massachusetts, for these purposes:

   1. To approve issuances of shares of the company's common
      stock to Symphony ViDA Holdings LLC pursuant to the Stock
      and Warrant Purchase Agreement by and between the company
      and Holdings, the Purchase Option Agreement by and among
      the company, Holdings and Symphony ViDA, Inc., the
      Additional Funding Agreement by and among the company,
      Holdings, Symphony ViDA Investors LLC and Symphony ViDA,
      and the Novated and Restated Technology License Agreement
      by and among the company, Symphony ViDA and Holdings, each
      dated as of Oct. 1, 2008;

   2. To authorize an adjournment of the Special Meeting, if
      necessary, if a quorum is present, to solicit additional
      proxies if there are not sufficient votes in favor of
      Proposal 1;

   3. To ratify the appointment of Ernst & Young LLP as the
      company's independent registered public accounting firm for
      the fiscal year ending Dec. 31, 2008; and

   4. To transact such other business as may be properly brought
      before the Special Meeting.

The Board of Directors has fixed the close of business on
Oct. 29, 2008, as the record date for the determination of
stockholders entitled to notice of and to vote at the Special
Meeting.

A full-text copy of the Proxy Statement is available for free at:

               http://researcharchives.com/t/s?353c

                       NASDAQ Notification

On Nov. 14, 2008, OXiGENE reported that the NASDAQ Stock Market,
Inc. has notified the company that it does not comply with the
$10,000,000 minimum stockholders' equity requirement for continued
listing on the NASDAQ Global Market set forth in NASDAQ
Marketplace Rule 4450(a)(3).  NASDAQ is reviewing OXiGENE's
eligibility for continued listing on The NASDAQ Global Market and,
to facilitate this review, has requested that the company provide
NASDAQ with its plan to achieve and sustain compliance with all
listing requirements by November 26, 2008.  If, after the
conclusion of its review, NASDAQ determines that the company has
not presented a definitive plan to achieve and sustain compliance,
the company anticipates that it would seek to transfer the listing
of its common stock to the NASDAQ Capital Market, and would remain
listed on the Stockholm Stock Exchange.  OXiGENE anticipates that
it will regain compliance with NASDAQ Marketplace Rule 4450(a)(3)
upon the closing of its strategic collaboration with Symphony
Capital Partners, L.P.  At the closing of this transaction,
Symphony will exercise the warrant it holds covering 11.3 million
shares of the company's common stock and purchase all shares
covered by the warrant at a price of $1.11 per share, resulting in
an additional $12.5 million in equity to the company.  OXiGENE
anticipates that stockholder approval of this transaction will be
forthcoming at a special meeting of stockholders on Dec. 9, 2008.
Notwithstanding this planned infusion of additional equity,
OXiGENE is evaluating all of its available options to regain
compliance with the listing requirements of NASDAQ, and intends to
submit a plan to achieve and sustain compliance.

"OXiGENE is committed to taking all necessary steps to preserve
and build stockholder value in our Company, and to working
expeditiously to present NASDAQ with a plan for compliance," said
Mr. Kollins.  "Our efforts and energies remain focused on
advancing our development pipeline programs and achieving our
clinical, operational and financial management goals for 2008 and
beyond. While the overall economic situation and biotechnology
marketplace remain challenging, we believe that OXiGENE is on the
right strategic course to build and realize value from its
vascular disrupting agent (VDA) drug development programs."

                          About OXiGENE

OXiGENE is a clinical-stage biopharmaceutical company developing
novel therapeutics to treat cancer and eye diseases. The company's
major focus is developing VDAs that selectively disrupt abnormal
blood vessels associated with solid tumor progression and visual
impairment.  OXiGENE is dedicated to leveraging its intellectual
property and therapeutic development expertise to bring life-
extending and life-enhancing medicines to patients.


O'CHARLEY'S INC: S&P Keeps 'B+' Corp. Rating; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
O'Charley's Inc. to negative from stable.  At the same time, S&P
affirmed the other ratings on the company, including the 'B+'
corporate credit rating.

"The outlook revision indicates S&P's expectation that recent
sales and profitability declines will continue," said Standard &
Poor's credit analyst Charles Pinson-Rose, "which will pressure
credit metrics despite the company's efforts to reduce debt by
cutting capital spending, suspending its dividend, and managing
other costs."  Furthermore, the poor performance could lead to a
breach of financial covenants of the company's senior secured
revolving credit facility in the near future.


PASADENA CDO: S&P Downgrades Ratings on Class B and C Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B and C notes issued by Pasadena CDO Ltd., a cash flow
collateralized debt obligation of mezzanine structured finance
loans managed by Western Asset Management Co.  In addition, S&P
removed the rating on class C from CreditWatch with negative
implications, where it was placed on Nov. 19, 2008.

S&P lowered the ratings on classes B and C primarily because of
negative migration in the credit quality of the underlying
collateral since the transaction closed in 2002.

Based on the trustee report dated Sept. 9, 2008, a total of
$111.31 million, or 39.57% of the total securities in the
transaction's collateral portfolio, had speculative-grade ratings.
This number is up from 21.61% ($106.65 million) in September 2003.
The deterioration in credit quality of the underlying collateral
has resulted in the erosion of support available to the classes
such that it is insufficient for the previous ratings.

                          Rating Lowered

                         Pasadena CDO Ltd

                                 Rating
                                 ------
                    Class     To        From
                    -----     --        ----
                    B         A-        AA

       Rating Lowered and Removed From CreditWatch Negative

                        Pasadena CDO Ltd.

                                 Rating
                                 ------
                    Class     To        From
                    -----     --        ----
                    C         B         BBB/Watch Neg

               Transaction Information
               -----------------------
               Issuer:              Pasadena CDO Ltd.
               Co-issuer:           Pasadena CDO Corp.
               Current manager:     Western Asset Management Co.
               Underwriter:         Deutsche Banc Alex Brown
               Trustee:             Wells Fargo Bank NA
               Transaction type:    Cash flow mezzanine SF CDO


PEOPLE'S CHOICE: Settles $2.6-Mil. Claim By WaMu Bank
-----------------------------------------------------
Judge Robert N. Kwan of the United States Bankruptcy Court for the
Central District of California, Santa Ana Division, approved a
settlement agreement between Washington Mutual Bank and the
Liquidating Trust of People's Choice Home Loan, Inc., settling
WaMu Bank's Claim No. 406 for $2,600,000 plus security interests
with respect to a certain Flexible Early Repurchase Facility and
Security Agreement.

Judge Kwan presides over the bankruptcy cases of People's Choice
and its affiliates currently pending in the California Bankruptcy
Court.

In June 2006, People's Choice entered into the Flex Agreement
with Concord Minutemen Capital Company, LLC, and the Security
Agreement dated February 12, 2007, with People's Choice Funding
Corporation.  WaMu Bank, as Concord's successor-in-interest to
the Flex Agreement and the Security Agreement, alleged that the
Agreements created in favor of Concord a security interest in
$13,000,000 of the $25,517,666 federal tax refund requested by
People's Choice from the United States government.  In February
2007, People's Choice received the Tax Refund proceeds, of which
$5,000,000 was paid to WaMu before March 2007.

As of March 20, 2007, People's Choice maintained these accounts
for WaMu Bank, each of which the Bank asserts is subject to its
right of set-off:

     Account No.                   Amount
     -----------                   ------
     188-338055-2      Allegedly holding about $428,304,
                       as WaMu Bank's operating account
                       setoff amount

     1883382318        Allegedly holding about $34,465,
                       as WaMu Bank's cash collateral

                 The WaMu Settlement Agreement

In connection with its asserted security interest in a portion of
the Tax Refund Proceeds, WaMu Bank claimed a security interest in
certain cash proceeds of the Collateral that were held by
People's Choice in certain of its Commingled Deposit Accounts.
Pursuant to an Adequate Protection Stipulation, WaMu Bank was
granted a replacement lien to adequately protect its alleged
interests in the Commingled Accounts.

WaMu Bank and People's Choice have subsequently entered into a
Settlement Agreement in an effort to (i) resolve WaMu Bank's
claims arising under the Commingled Accounts, (ii) determine and
allow WaMu Bank's secured obligations, and (iii) provisionally
resolve WaMu Bank's asserted right to offset the Set-off Amount.

Pursuant to the parties' Settlement Agreement, WaMu Bank will be
entitled to an Allowed $2,600,000 Secured Claim against People's
Choice on account of the funds in the Commingled Accounts, plus
(i) $170,350 of interest earned on the Claim through July 20,
2008, and (ii) interest at 4.5% per annum until the Funds are
paid to WaMu Bank.  People's Choice will satisfy the Allowed
Claim without delay.

In return, WaMu Bank agrees to assign to the People's Choice
Trusts all of its rights, claims and interests with respect to
the funds held in the Commingled Accounts.

Upon full and final payment of the Claim, WaMu Bank will release
any other claim against People's Choice.  However, to the extent
the funds held in the Commingled Accounts are used to pay
dividends or distributions to the People's Choice's unsecured
creditors, WaMu Bank does not assign or release its right to
receive dividends or distributions from the Funds on account of
any allowed remaining general unsecured obligations.  WaMu Bank
waives any and all rights with respect to the Release under
Section 1542 of the California Civil Code.

WaMu Bank may exercise, on a provisional basis and without
prejudice, its alleged right to offset the WaMu Setoff Amounts
under the Operating and Collateral Accounts, and may release to
itself the balance of Funds, with notice duly provided to the
Liquidating Trustee and the Post-Effective Date Committee under
the People's Choice Plan of Liquidation.

The Parties clarify that they are not determining the validity of
the balance of general unsecured obligations owed to WaMu Bank by
People's Choice, which will be calculated as the face amount of
Claim No. 406 minus the amount of the Secured Obligations
allowed.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Inc. Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)

                      About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.


PIERRE FOODS: Seeks Court Nod to Obtain $95 Million Exit Facility
-----------------------------------------------------------------
Pierre Foods, Inc., and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
obtain a $95 million Exit Facility from Wells Fargo Foothill, LLC,
and Bank of America, N.A., to:

  a) refinance the Debtor's $35,000,000 superpriority priming
     debtor-in-possession credit facility and certain other senior
     secured indebtedness in connection with the consummation of
     its proposed Chapter 11 plan of reorganization;

  b) finance ongoing working capital needs;

  c) finance general corporate purposes; and

  d) pay fees and expenses associated with the Exit Facility and
     in connection with the Debtors' emergence from Chapter 11.

Pursuant to the Commitment Letter dated Nov. 20, 2008, as
collateral, WFF and BoA, are granted a first priority security
interest (a) in substantially all of the Loan Parties' now owned
or hereafter acquired property and asset and all proceeds and
products thereof and (b) in all of the stock of each Loan Party
and all proceeds and products thereof.

Due to confidentiality concerns, the Debtors, upon the request of
the Exit Lenders, also request that the Court allow the Fee Letter
to be filed under seal.  The Exit Lenders have consented to the
Fee Letter being shared with the U.S. Trustee, counsel to the
Debtors' prepetition secured lenders, counsel to the Debtors'
pospetition secured lenders, counsel to the Committee and such
other parties as may be agreed to by the Debtors and the Exit
Lenders.

The Debtors have also agreed to indemnify, defend, and hold
harmless WFF and BoA and each of their respective affiliates,
officers, directors, employees, agents, advisors, attorneys and
representatives in accordance with the terms set forth in the
Commitment Letter.

Pursuant to the Commitment Letter, the princpal terms of the
proposed Senior Senior Secured Credit Facility are:

  Amount:            $95,000,000

  Guarantors:        A holding company that will own 100% of the
                     capital stock of Pierre Foods, Inc. and all
                     such holding company's present and future
                     subsidiaries.

  Maximum Revolver   $75,000,000 with a $20,000,000 su-limit for
  Amount:            Letters of Credit.  The Maximum Revolver
                     Amount shall not, at any time, exceed the
                     Borrowing Base.

  Term Loan Amount:  $20,000,000 not to exceed the Fixed Asset
                     Amount.  The Term Loan would be repayable
                     beginning Feb. 28, 2008, on a quarterly
                     basis by 1/28th of the original principal
                     amount of the Term Loan.  Any amount
                     remaining unpaid shall be due and payable in
                     full on the Maturity Date.

  Fees and           As set forth on Annex-1 and in the Fee Letter
  Interest Rates:    among the parties to the Commitment Letter.
                     The Debtors have requested the Court to file
                     the Fee Letter under seal.

  Term:              4 years from the Closing Date.

  Closing Date:      Jan. 31, 2009.

The credit agreement governing the Exit Facility also permits
management fees payable to Oaktree Capital Management L.P., or its
affiliates, of up to $1,500,000 per annum under certain restricted
conditions.  The credit agreement likewise contains certain
financial covenants, and both negative and affirmative covenants,
and events of default.

As reported in the Troubled Company Reporter on Oct. 30, 2008,
the Court approved the Debtor's Disclosure Statement explaining
their Second Amended Joint Plan of Reorganization and authorized
the Debtors to begin soliciting votes on the Plan.  The Debtors'
confirmation hearing, at which the Bankruptcy Court will consider
approval of the Plan, is scheduled on Dec. 10, 2008.

Full-text copies of the Debtors' motion dated Nov. 21, 2008,
containing copies of the Commitment Letter and Term Sheet, is
available for free at http://researcharchives.com/t/s?352d

                       About Pierre Foods

Based in Cincinnati, Ohio, Pierre Foods, Inc. --
http://www.pierrefoods.com-- manufactures and sells ready-to-cook
and pre-cook products.  The company and and 13 of its affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Lead Case No. 08-11469).  Jonathan S. Henes, Esq., and Lisa G.
Laukitis, Esq., at Kirkland & Ellis; and Daniel J. DeFranceschi,
Esq., and Paul N. Heath, Esq., at Richards, Layton & Finger P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
selected Kurtzman Carson Consultants LLC as their claims agent.
The United States Trustee for Region 3 appointed creditors to
serve on an Official Committee of Unsecured Creditors.  The
Committee selected Michael S. Stamer, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York, and James R. Savin, Esq., at Akin
Gump's Washington, D.C. office, as counsel.  Oaktree Capital
Management, the Debtors' DIP lender and which is serving as plan
sponsor, is represented by Van C. Durrer, II, Esq., at Skadden
Arps, Slate Meagher & Flom LLP, in Los Angeles, California.
Wachovia Bank, N.A., the administrative agent under the Debtors'
June 2004 credit agreement, is represented by Gregory Bray, Wsq.,
and Haig Mark Maghakian, Esq., at Milbank Tweed Hadley McCloy LLP.


POLE & STEEL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pole & Steel Buildings, Inc.
        P.O. Box 1729
        206 W. First Street, Suite E
        Deer Park, WA 99006

Bankruptcy Case No.: 08-04821

Chapter 11 Petition Date: November 19, 2008

Court: Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: Dale L. Russell, Esq.
                  ethelruss@aol.com
                  Russell Law Firm
                  P.O. Box 1225
                  Deer Park, WA 99006-1225
                  Tel: (509) 276-5014
                  Fax: (509) 276-7161

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/waeb08-04821.pdf

The petition was signed by Phillip M. Stephan, president of the
company.


PREMIUM LOAN: Moody's Junks Rating on $7 Million Class D Notes
--------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
ratings of three classes of notes issued by Premium Loan Trust I,
Ltd.:

Class Description: $215,000,000 Class A Senior Secured Notes Due
2014

  -- Prior Rating: Aaa
  -- Prior Rating Date: Nov. 30, 2004
  -- Current Rating: Aaa, on review for possible downgrade

Class Description: $16,000,000 Class X Deferrable Amortizing
Senior Secured Notes Due 2014

  -- Prior Rating: A1
  -- Prior Rating Date: Nov. 30, 2004
  -- Current Rating: A1, on review for possible downgrade

Class Description: $10,000,000 Class B Deferrable Senior Secured
Notes Due 2014

  -- Prior Rating: A2
  -- Prior Rating Date: Nov. 30, 2004
  -- Current Rating: A2, on review for possible downgrade

Additionally, Moody's has downgraded and left on review for
possible downgrade the ratings of these notes:

Class Description: $11,000,000 Class C Secured Notes Due 2014

  -- Prior Rating: Baa2
  -- Prior Rating Date: Nov. 30, 2004
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $7,000,000 Class D Subordinated Secured Notes
Due 2014

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: Aug. 13, 2008
  -- Current Rating: Caa2, on review for possible downgrade

Premium Loan Trust I, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of senior secured loans.  As
reported by the Trustee, on Oct. 25, 2008 the transaction
experienced an event of default caused by a failure of the
Overcollateralization Ratio with respect to the Class A Notes to
equal or exceed 103%, as required under Section 5.1(d) of the
Indenture dated Nov. 18, 2004.

This event of default is continuing. Moody's notes that the
transaction provides that the computation of Overcollateralization
Ratios include a haircut to par value of any collateral obligation
with a market value below 85% of its principal balance.  (This
haircut will continue until such obligation trades at a market
value of at least 95% of its principal balance for 60 consecutive
days).  The Trustee reports that the haircut is being applied to a
significant proportion of the underlying collateral.  Also,
Moody's has received notice from the Trustee that it has been
directed by a majority of the Controlling Class to declare the
principal of and accrued and unpaid interest on the Notes to be
immediately due and payable.

As reported by the Trustee, on Oct. 27, 2008, the deal failed all
of its Overcollateralization Tests; as a result all interest
proceeds and principal proceeds on the last payment date were used
to pay interest and principal on the Class A Notes.  The Class X,
Class B, Class C, and Class D Notes are currently deferring
interest.  The rating actions taken with respect to the Class C
and Class D notes reflect the occurrence of the Event of Default,
the continued decline in the average credit rating of the
portfolio, and the ongoing failure of the Minimum Spread Test.

As provided in Article V of the Indenture during the occurrence
and continuance of an event of default, certain holders of Notes
may be entitled to direct the Trustee to take particular actions
with respect to the collateral and the Notes.  The severity of
losses may depend on the timing and choice of remedy to be pursued
following the default event.  Because of this uncertainty, the
ratings of Notes issued by Premium Loan Trust I, Ltd., are on
review for possible downgrade.


PRIMUS GUARANTY: NYSE Assigns a .BC Indicator on Trading Symbol
---------------------------------------------------------------
Primus Guaranty, Ltd., was notified by NYSE Regulation, Inc., that
it is not in compliance with one of the continued listing
standards of the New York Stock Exchange.  The company is
considered below criteria established by the NYSE because the
company's average closing price of its shares of common stock was
less than $1.00 for 30 consecutive trading days.  The NYSE makes
available on its consolidated tape an indicator, ".BC," on the
company's trading symbol indicating that the company is below the
NYSE's quantitative continued listing standards.

In accordance with NYSE procedures, the company must (i)
acknowledge to the NYSE receipt of the notification within 10
business days of receipt; and (ii) bring its share price back
above $1.00 within six months following receipt of the
notification.  The company intends to provide NYSE Regulation,
Inc. with the requisite acknowledgement and to take such actions
as may be necessary or appropriate in order to bring it into
compliance with the continued listing standards. Should the
company fail to meet this standard at the expiration of the six-
month period, however, the NYSE will commence suspension and
delisting procedures.

The company's 7% senior notes due 2036, listed on the NYSE under
symbol "PRD," are not affected by this event.

                       About Primus Guaranty

Primus Guaranty, Ltd. is a Bermuda company, with its principal
operating subsidiaries, Primus Financial Products, LLC and Primus
Asset Management, Inc. Primus Financial Products provides
protection against the risk of default on corporate, sovereign and
asset-backed security obligations through the sale of credit swaps
to dealers and banks.  Primus Asset Management provides credit
portfolio management services to Primus Financial Products, and
manages private investment vehicles, including two collateralized
loan obligations and three synthetic collateralized swap
obligations for third parties.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 21, 2008,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Primus Guaranty Ltd. to 'BB' from 'BBB+'.  The firm
remains on CreditWatch with negative implications.

The downgrade reflects S&P's rising concern that Primus Financial
Products Inc., its derivatives product company, may experience
diminishing cash flows.


PROPEX INC: Court OKs Renewal of National Union Insurance Program
-----------------------------------------------------------------
Propex Inc. and its debtor affiliates obtained approval from the
U.S. Bankruptcy Court for the Eastern District of Tennessee to
renew their insurance policies with National Union Fire Insurance
Company of Pittsburgh, PA, et al., and to assume existing
insurance agreements.

Edward L. Ripley, Esq., at King & Spalding, LLP, in Houston,
Texas, relates that since 2000, the Debtors maintained insurance
policies with National Union, which provide, among other things,
general, automobile, employer liability and workers compensation.
The Debtors' current Insurance Policies with National Union
expires on December 1, 2008.

The Debtors relate that they reviewed a variety of alternatives
with their insurance broker and have determined that the renewal
of the Insurance Policies with National Union provides them with
best coverage at least cost.

According to Mr. Ripley, as a condition of renewing the Insurance
Policies for another year, National Union is requiring the
Debtors to (i) pay premiums, (ii) post new collateral, and (iii)
assume obligations under existing insurance policies and programs
pursuant to the execution of an Assumption Agreement.

                Insurance Assumption Agreement

Under the Assumption Agreement, the Debtors will have the
continued responsibility to pay obligations sustained by Propex
and its predecessors under prior and existing policies and
programs with National Union, the amount of which will continue
to roll forward.

The Debtors aver that based on their calculation, their aggregate
obligations to National Union as of November 4, 2008 is
$1,390,000.

The Assumption Agreement also recognizes the Debtors' obligations
to provide National Union with substitute collateral for that
which National Union currently holds, as well as additional
collateral, according to Mr. Ripley.  In this regard, the
Assumption Agreement acknowledges the current collateral held by
National Union, which includes:

  (i) a $1.125 million letter of credit and a $505,000 letter of
      credit;

(ii) $76,000 in cash collateral, currently held in escrow; and

(iii) $10,000 in non-depleting cash collateral.

Under the Assumption Agreement, National Union is allowed to
liquidate the collateral in satisfaction of the Debtors'
obligations under the existing insurance policies and programs
when and as they become due pursuant to the Insurance Policies.

Mr. Ripley asserts the Assumption Agreement accomplishes two
things -- (1) It adds Propex's name as the insured in place of
the former SI Geosolutions Corporation and does not create any
additional liability against Propex in favor of National Union;
and (2) It provides that the Debtors' obligations will not be
affected by the bankruptcy cases and the Debtors will satisfy
their obligations to National Union the same as if Chapter 11 had
not been filed.

Along with the Assumption Agreement, the Debtors have received
from National Union renewal quotes for the new policy period from
December 1, 2008 through December 1, 2009.  According to the
Debtors, the renewal of the Insurance Policies requires the
payment of premiums for $1,790,000 and additional collateral for
$1,280,000.  "These premiums and new collateral cover both Propex
[Inc.] and [Propex] Concrete [Systems Corporation] for their
primary and excess coverage," Mr. Ripley notes.

The Insurance Policies allow the Debtors' business operations and
reorganization process to continue without interruption, Mr.
Ripley maintains.

Judge Cook has also authorized the Debtors to enter into further
renewals of the Insurance Program without further Court order.
The Court ruled that in the event of default by the Debtors under
the Insurance Program which remains uncured, National Union may
exercise all contractual rights in accordance with the terms of
the Insurance Program, including its rights to:

  -- cancel the Insurance Program;

  -- foreclose on any collateral, in part or in full, in which
     it has a security interest and which may be subject to the
     automatic stay; and

  -- receive and apply the unearned or returned premiums to the
     Debtors' outstanding obligations.

                        About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.  Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets ofUS$562,700,000, and total debts ofUS$551,700,000.

(Propex Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PROPEX INC: Wants to Extend & Modify Insurance Policies
-------------------------------------------------------
Propex Inc. and its debtor affiliates seek approval from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to
execute extensions and modifications to certain insurance
policies.

The Debtors maintain insurance policies providing general
liability coverage, marine and commercial cargo coverage, and
coverage for their directors and officers.  The Policies will
which expire on their own terms on December 1, 2008.

Edward L. Ripley, Esq., at King & Spalding, LLP, in Houston,
Texas, relates the extensions and modifications will provide
proper insurance coverage through the anticipated effective date
of a Chapter 11 plan and provide proper insurance coverage for
the Reorganized Debtors.

Mr. Ripley relates the Debtors have requested and received
insurance quotes from these Insurance Providers:

1. Chubb Specialty Insurance

    The Chubb Policy will provide a maximum of $10,000,000 in
    coverage for the period from December 1, 2008, through
    June 1, 2009, for an aggregate premium of $39,122.

    The Debtors also sought and received an insurance quote from
    Chubb regarding a six year runoff coverage for director and
    officer liability as well as fiduciary liability.  The
    annual premium under the Chubb Runoff is $137,200.

2. National Union Fire Insurance Company of Pittsburgh, Pa., et
    al.

    The National Union Excess Policy will provide excess
    coverage for the period from December 1, 2008, through
    June 1, 2009, above the $10,000,000 maximum coverage for an
    aggregate premium of $22,370.

    The Debtors have also requested and received quote from
    National Union regarding a six year runoff coverage for
    excess coverage for director and officer and fiduciary
    liability.  The annual premium under the National Runoff is
    $45,010.

    Furthermore, the Debtors currently have an Employment
    Practices Liability Policy with National Union, the term of
    which expires on December 1, 2008.

    The Debtors have also requested and received from National
    Union an insurance regarding a Blanket Crime Policy for the
    period beginning December 1, 2008, and ending December 1,
    2009.  The premium under the Blanket Crime Policy is
    $15,271.

3. AIG WorldSource

    The Debtors have requested from AIG WorldSource an extension
    of their International GL Policies for Propex Inc. and
    Propex Concrete Systems Corporation for the period from
    December 1, 2008, through December 1, 2009.

    The aggregate premium for Propex under the GL Policy is
    $41,750.

    The aggregate premium for Concrete under the International
    GL Policy is $2,500.

4. Indemnity Insurance Company of North America

    The Debtors sought insurance quotes from Indemnity Insurance
    Company of North America for coverage for Marine Cargo and
    Commercial Cargo for the period from December 1, 2008
    through December 1, 2009.

    The premium for Propex under the Marine Cargo Policy is
    $18,000, and under the Commercial Cargo Policy is $1,500.

    The premium for Concrete under the Marine Cargo Policy is
    $5,000.

Mr. Ripley contends the Insurance Policies allow the Debtors'
business operations and reorganization process to continue
without interruption.  Mr. Ripley notes that the Debtors are
entrusted with the responsibility of providing an efficient and
orderly exit from Chapter 11 as quickly as possible, while
concurrently providing for the interests of their estates and
creditors.

                        About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.  Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets ofUS$562,700,000, and total debts ofUS$551,700,000.

(Propex Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PROPEX INC: Seeks to Sign AFCO Premium Financing Pact
-----------------------------------------------------
Propex Inc. and its debtor affiliates seek approval from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to enter
into a Premium Financing Agreement with AFCO Premium Credit LLC.

The Debtors want to renew their various insurance policies and
programs, which expire by their own terms on December 1, 2008.
To that end, the Debtors seek to finance payment of all their
upcoming renewal premiums.

By entering into the Premium Financing Agreement, the Debtors
anticipate being able to preserve liquidity during the critical
part of their bankruptcy cases.  The Debtors contend that they
need the Premium Financing Agreement to manage their working
capital needs and maintain sufficient cash reserves.

Edward L. Ripley, Esq., at King & Spalding, LLP, in Houston,
Texas, notes that the Debtors were unable to obtain unsecured
credit or debt allowable as an administrative expense under
Section 503(b)(1) of the Bankruptcy Code in an amount sufficient
to pay the premiums due under their Insurance Policies, nor have
they been able to obtain postpetition financing from an
alternative lender on more favorable terms and conditions than
those contained in the Premium Financing Agreement.

The salient terms of the AFCO Premium Financing Agreement are:

  Borrowers:         Propex, Inc. and Propex Concrete Systems
                     Corporation

  Lender:            AFCO Premium Credit LLC

  Amount Financed:   Net amount of $1,266,413

                     AFCO will finance $1,898,435 in insurance
                     premiums, minus a $635,976 down payment
                     required to be paid by the Debtors to AFCO,
                     which equals to a net financed amount of
                     $1,262,459.

  Payments:          After the initial down payment, the Debtors
                     will make eight monthly installments of
                     $161,402.

  Interest Rate:     5.197%

  Finance Charge:    $24,806

  Purpose:           To finance new premiums due under the
                     renewal of the Debtors' Insurance Policies
                     in an effort to maintain adequate cash
                     reserves.

  Security Interest: AFCO will receive a security interest in
                     any and all unearned premiums and
                     dividends, which may become payable under
                     the insurance policies.

  Cancellation:      If the Debtors do not pay any installment
                     pursuant to the terms of the Premium
                     Financing Agreement, AFCO, after giving
                     notice and providing the Debtors with time
                     to cure, has the right to cancel the
                     insurance policies.

A full-text copy of the AFCO Premium Financing Agreement can be
accessed for free at:

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

In a supplemental Court filing dated November 21, 2008, the
Debtors disclose that:

  -- they are paying $1,131,975 in premiums owed to National
     Union Fire Insurance Company of Pittsburgh, PA, et al;

  -- AFCO will pay to Marsh USA Inc. the net financed amount of
     $1,262,459 by November 26, 2008.  Marsh, in turn, will pay
     the premium amounts owing to the other insurers, $766,460,
     and by November 26, Marsh will pay to the Debtors $495,999,
     representing the amount of the premium advanced by the
     Debtors to National Union less the down payment;

  -- pursuant to the Premium Finance Agreement, AFCO will, as of
     November 21, 2008, receive a first and only priority
     security interest in any and all unearned premiums and
     dividends which may become payable under the insurance
     policies.  AFCO's security interest will not be subject to
     or subordinate to any of the DIP Lenders' lien or security
     interests.

Accordingly, the Debtors further ask the Court to allow them to
approve the November scheduled payments and grant AFCO a first
and only priority security interest in all unearned premiums and
dividends.

                        About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.  Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets ofUS$562,700,000, and total debts ofUS$551,700,000.

(Propex Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PULMISERVE: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: PULMISERV, P.S.C.
        PMB 2116, P.O. Box 6029
        Carolina, PR 00984-6029

Bankruptcy Case No.: 08-07855

Chapter 11 Petition Date: November 19, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Enrique M. Almeida Bernal, Esq.
                  ealmeida@almeidadavila.com
                  Almeida & Davila PSC
                  P.O. Box 191757
                  San Juan, PR 00919-1757
                  Tel: (787) 722-2500
                  Fax: (787) 722-2227

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

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

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

            http://bankrupt.com/misc/prb08-07855.pdf

The petition was signed by Leide Ailed Acevedo Velez, president of
the company.


QUIKSILVER INC: Weak Credit Measures Cue S&P to Cut Rating to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on global lifestyle apparel marketer and designer
Quiksilver Inc., to 'B+' from 'BB-'.  At the same time, Standard &
Poor's lowered the rating on the company's $400 million senior
unsecured notes due 2015, to 'B-' from 'B', while the recovery
rating remains a '6', indicating that lenders can expect
negligible (0%-10%) recovery in the event of a payment default.
S&P removed all of the ratings from CreditWatch with negative
implications, where S&P had placed them on April 1, 2008, as a
result of weaker-than-expected operating results and financial
metrics.  The outlook is negative.

As of July 31, 2008, Huntington Beach, California-based Quiksilver
had about $1.054 billion of debt.

"The ratings downgrade reflects Quiksilver's continued weak credit
measures, and S&P's uncertainty regarding the company's ability to
improve operating performance, given the current challenging
economic and retail environment," said Standard & Poor's credit
analyst Susan H. Ding.

"While the company has sold its problematic Rossignol business,
net proceeds from the sale (which the company expects to use for
debt reduction) are about $38 million (before transaction fees),
compared with $100 million initially anticipated," she continued.

The outlook is negative.  S&P expects Quiksilver's credit
protection measures will remain weak in the short term as a result
of the challenging retail conditions and high debt levels.  If the
company encounters difficulties in its core apparel business or if
leverage increases from current levels to more than 6x, S&P will
review the ratings for a downgrade.  This could occur if revenues
remain at about $2.1 billion and the EBITDA margin declines
considerably by 250 basis points.  If the company can reduce
leverage and improve and sustain its operations and financial
measures, as well as maintain adequate liquidity, S&P could revise
the outlook to stable.


REAL MEX: Moody's Lifts Corporate Family Rating to 'Caa2'
---------------------------------------------------------
Moody's Investors Service raised Real Mex Restaurants, Inc.'s
Probability of Default Rating and Corporate Family Rating to Caa2
from Caa3, while affirming its $105 million senior secured notes
at B2.  The rating outlook is negative.  Concurrently, its
Speculative Grade Liquidity rating was affirmed at SGL-4,
indicating expected weak liquidity in the next twelve months.

While recognizing the modest improvement in near term liquidity
with the extension of the revolver maturity and the elimination of
the PIK term loan at Real Mex's parent holding company, Moody's
remains concerned that ongoing adverse trends and challenges in
the casual dining industry could further contract EBITDA and erode
cushion under covenants.

The PDR and CFR to Caa2 reflect Real Mex's modestly improved
probability of default after it completed a substantial balance
sheet restructuring on Nov. 13, 2008.  The restructuring has
resulted in the elimination of a significant, non-rated PIK term
loan debt obligation at Holdco through a common equity exchange,
and a reshuffle of equity ownership as the largest holder of the
Holdco debt became the largest equity holder of the Holdco which
in turn owns 100% of Real Mex. In addition, the maturity of the
revolver has been extended by one year to January 2010.

While the restructuring has largely addressed Moody's concern on
the sustainability of Real Mex's capital structure and imminent
refunding risk as expressed in the recent downgrade rating action,
other fundamental credit risks arising from the significantly
negative industry pressure remain unchanged per Moody's
assessment.  Therefore, the default risk though abated somewhat,
remains high in the next 12-18 months.

"We believe the capital structure is more sustainable now after
the restructuring.  The company's effort to conserve cash by
scaling back new store opening and to cut cost should also improve
its free cash flow in the near to medium term," commented Moody's
analyst John Zhao.  "Yet the severe economic headwinds are
prevalent and are accelerating, which could well offset or
overshadow all the benefits from [these] factors."

Moody's continues to be concerned about Real Mex's ability to
maintain a stable revenue stream and healthy same store sales in
order to sustain its cash flow generation in the next few
quarters, as contemplated in the negative rating outlook.  A
precipitous drop in revenues could have material effect on its
margin and cash flow given the company's considerable operating
leverage.  The outlook also reflects concern regarding the
company's liquidity position as expressed in the SGL-4 rating,
highlighted by Moody's anticipation of continued weak free cash
flow, the looming maturity of its revolving credit facility as
well as modest cushion under its financial covenants which could
become constrained again if EBITDA drops sharply.

Rating actions are:

Real Mex Restaurants, Inc.

  * Corporate Family Rating revised to Caa2 from Caa3

  * Probability of Default Rating revised to Caa2 from Caa3

  * $105 million senior secured notes affirmed at B2 (LGD2
    20%)

  * Speculative Grade Liquidity Rating affirmed at SGL-4

Moody's last rating action on Real Mex was on Sept. 8, 2008 when
its CFR and PDR were downgraded to Caa3 with negative outlook.

Real Mex Restaurants, Inc., headquartered in Cypress, California,
is a leading Mexican-themed restaurant chain operator that owns,
operates and franchises casual dining restaurants primarily under
the El Torito, Chevys Fresh Mex and Acapulco Mexican Restaurant
concepts.  At Sept. 28, 2008, Real Mex operated 190 restaurants of
which 156 were located in California and the remainder were
located in 12 other states.  Total revenues for twelve months
ending Sept. 28, 2008, were approximately $562 million.


SEA CONTAINERS: Wins Court Confirmation of 4th Amended Plan
------------------------------------------------------------
Sea Containers Ltd., Sea Containers Services Ltd., Sea Containers
Caribbean Inc., and "Newco" stepped Judge Kevin J. Carey of the
U.S. Bankruptcy Court for the District of Delaware, through the
statutory requirements under Sections 1129(a) and (b) of the
Bankruptcy Code necessary to confirm their Fourth Amended Joint
Plan of Reorganization:

A. The Plan complies with all applicable provisions of the
  Bankruptcy Code as required by Section 1129(a)(1), including,
  Sections 1122 and 1123 of the Bankruptcy Code.  As required by
  Section 1122(a), each class of claims and interests contains
  only those that are substantially similar to the other claims
  or interests within that class.  Valid reasons exist for
  separately classifying the various classes of claims and
  interests created under the Plan.

  The Plan specifies that Claims in Classes 1, 2, 4B, and 4C are
  unimpaired, as well as the administrative claims, DIP Facility
  claims, and priority tax claims, and also specifies the
  treatment of each impaired class consisting of Classes 2B, 2C,
  3A, 3B, 4A, and 5.  Therefore, the Plan satisfies Sections
  1123(a)(2) and 1123(a)(3).

  The classification and treatment of Claims in the Plan is
  proper pursuant to Section 1122, and does not discriminate
  unfairly pursuant to Section 1129(b)(1).  In addition, all
  Classes of Impaired Claims have voted to accept the Plan other
  than the Deemed to Reject Class, as contemplated under Section
  1129(b)(1).

  There is no Class of creditors or interests junior to the
  holders of Claims in the Deemed to Reject Class that will
  receive or retain any property under the Plan on account of
  their claims.  Accordingly the requirements of Sections
  1129(b)(2) are satisfied with respect to the Deemed to Reject
  Class, and the Plan does not violate the absolute priority
  rule, does not discriminate unfairly, and is fair and
  equitable with respect to those Classes.

B. The Debtors, as Plan proponents, have complied with all
  applicable provisions of the Bankruptcy Code.  In addition,
  their solicitation of acceptances or rejections of the Plan
  (i) complied with the Court's solicitation procedures order,
  (ii) complied with all applicable laws, rules and regulations
  governing the adequacy of disclosure in connection with the
  solicitation, and (iii) occurred only after disclosing
  "adequate information" to holders of claims or interests.
  Accordingly, the Debtors, together with the Official Committee
  of Unsecured Creditors, have acted in "good faith" within the
  meaning of Section 1125(e) of the Bankruptcy Code.  As a
  result, the requirements of Section 1129(a)(2) have been
  satisfied.

C. The Debtors have proposed the Plan in good faith and not by
  any means forbidden by law, as required by Section 1129(a)(3).
  In so determining, the Court has examined the totality of the
  circumstances surrounding the filing of the Chapter 11 cases,
  the Plan itself, and the process leading to its formulation.
  The cases were filed and the Plan was proposed with the
  legitimate purpose of allowing the Debtors to reorganize and
  emerge from bankruptcy with a capital structure that will
  allow them to satisfy their obligations with sufficient
  liquidity and capital resources.  Hence, Section 1129(a)(3)
  has been satisfied.

D. Pursuant to Section 1129(a)(4), the payments to be made by the
  Debtors for services or for costs in connection with the
  Chapter 11 cases or the Plan have been approved by, or are
  subject to the approval of, the Court as reasonable.  As a
  result, the requirements of Section 1129(a)(4) have been
  satisfied.

E. As contemplated under Section 1129(a)(5), the Debtors provided
  requisite disclosures regarding proposed directors and
  officers of Newco following Confirmation, and have also
  disclosed the nature of compensation of insiders, who will be
  employed or retained by the Reorganized Debtors.

  Specifically, Newco's proposed directors and officers are:

  (a) Theodore Prince, president of Consolidated Chassis
      Management, LLC;

  (b) Anthony William Brierley, a partner at Kroll, Inc.;

  (c) Paul M. Leand, Jr., managing director and chief executive
      officer of AMA Capital Partners;

  (d) Mark Wilson, senior vice president of Sea Containers Ltd.,
      and Newco's proposed chief executive officer;

  (e) Eugene I. Davis, chairman and chief executive officer of
      Pirinate Consulting Group, L.L.C.;

  (f) Andrew G. Evans, consultant of Singamas Group; and

  (g) Bradley Eric Scher, managing member of Ocean Ridge Capital
      Advisors, LLC.

  After the Amended Plan's confirmation, these individuals are
  proposed to serve as directors of the Reorganized Debtors:

  -- for Sea Containers Ltd.:

     * Robert M. Riggs, retired and without current
       affiliations;

     * John D. Campbell, non-executive director and member of
       Audit, Compensation and Nominating and Governance
       Committees of Orient-Express Hotels Ltd., non-executive
       director and Chairman of the Board of The Bank of
       Bermuda Ltd., and non-executive director and chairman of
       the Nominations and Governance Committee of Argus Group
       Holdings, Limited;

     * W. Murray Grindrod, former chairman of Grindrod Ltd.;

     * Charles N.C. Sherwood, partner of Permira Advisers Ltd.;
       and

     * Michael J.L. Stracey, retired and without current
       affiliations;

  -- for Sea Containers Services Ltd., Robert MacKenzie,
     president and the Debtors' CEO prior to Effective Date; and

  It is anticipated that Sea Containers Caribbean Inc. will be
  dissolved or merged shortly after the Effective Date, at
  which time its directors will cease to act.

  After Plan Confirmation, these individuals are proposed to
  serve as officers of the Reorganized Sea Containers Ltd.:

    (a) Laura Barlow as Joint Plan Administrator;

    (b) Meade Monger as Joint Plan Administrator; and

    (c) Edwin Hetherington as assistant secretary.

  The insiders that will be employed or retained by the
  Reorganized Debtors or Newco are:

  (a) Mark Wilson, who will have a contract for an initial fixed
      term of six months with a base salary of GBP300,000 and a
      bonus of up to GBP100,000;

  (b) Laura Barlow will receive payment of "Plan Administrator
      Costs" as set forth in the 4th Amended Plan and the Plan
      Administrator Agreement;

  (c) Robert MacKenzie will receive compensation of GBP5,000 per
      month from SCSL, and GBP5,000 per month in total from the
      other companies where he serves as a director until he
      ceases to serve;

  (d) Edwin Hetherington will continue to receive the same
      compensation that he received prior to the Effective Date;
      and

  The directors of the Reorganized Debtors, who served as
  directors prior to the Effective Date, will continue to
  receive the same compensation that they received prior to the
  Effective Date.

F. The Plan does not contain any rate changes subject to the
   jurisdiction of any governmental regulatory commission, and
   will not require governmental regulatory approval.  Therefore,
   Section 1129(a)(6) does not apply to the cases.

G. The Plan satisfies Section 1129(a)(7) because the liquidation
   analysis presented in the Plan and the Disclosure Statement
   are persuasive and credible.  Moreover, the methodology used
   and assumptions made in the analysis are reasonable.

   With respect to each Impaired Class, each holder of an Allowed
   Claim in an Impaired Class has accepted the Plan, or will
   receive under the Plan on account of its Claim, property of a
   value that is not less than the amount that each holder would
   have received if the Debtors were to have liquidated on the
   Plan's effective date under Chapter 7 of the Bankruptcy Code.

H. The Plan satisfies Section 1129(a)(8) because, as previously
   reported, each Impaired Class that was entitled to vote has
   voted to accept the Plan.  Unimpaired Classes are conclusively
   presumed to have accepted the Plan.

I. The treatment of Administrative, DIP Facility, and Priority
   Tax Claims as set forth in the Plan satisfies the requirements
   of Section 1129(a)(9).

J. As set forth in the voting results, each Impaired Class, other
   than the Deemed to Reject Class, has voted to accept the Plan.
   Accordingly, Section 1129(a)(10) is satisfied.

K. Based upon the evidence proffered or adduced at or in
   affidavits filed in connection with the Confirmation Hearing,
   the Plan is feasible and Confirmation of the Plan is not
   likely to be followed by Newco liquidating or requiring
   further financial reorganization.  Thus, the Plan satisfies
   Section 1129(a)(11).

L. The Plan provides for the payment of all fees payable under
   Section 1930(a) of the Judiciary and Judicial Procedures Code,
   thereby satisfying Section 1129(a)(12).

M. Section 1129(a)(13) requires a plan to provide for "retiree
   benefits" at levels established pursuant to Section 1114 of
   the Bankruptcy Code.  The Debtors do not owe any retiree
   benefits, and therefore, Section 1129(a)(13) does not apply to
   the cases.

N. The Debtors do not owe any domestic support obligations, are
   not individuals, and are not nonprofit corporations.
   Therefore, Sections 1129(a)(14), (15) and (16) do not apply to
   the Debtors' cases.

Finding that the Fourth Amended Joint Plan complies with the
statutory requirements, Judge Carey confirmed the Debtors' Plan
on November 24, 2008.  Judge Carey held that except as provided
in the Confirmation Order, all objections and responses to the
Plan, and all reservation of rights, to the extent not already
withdrawn, waived, or settled, are overruled on the merits.

Creditors will recover between 45 percent and 60 percent of what
they are owed, says David L. Eaton, Esq., at Kirkland & Ellis
LLP, the Debtors' special conflicts litigation counsel, reports
Bloomberg News.

Chief Restructuring Officer Laura Barlow said in an interview
that Sea Containers was able to win approval for its plan by
settling a dispute with two of its pension plans and a separate
dispute over the control of some assets with General Electric
Capital Corp., says the report.

"It's been a long road," said Ms. Barlow, notes Bloomberg.

Prior to the Confirmation Hearing, the Debtors delivered to the
Court their Fourth Amended Plan containing modifications
including:

  -- Post-emergence costs will cover costs, expenses and charges
     of the Reorganized SCSL related to equalization of the
     Pension Schemes;

  -- On or after the Effective Date, operation, management and
     control of the Reorganized SCL and the Reorganized SCSL
     will be the general responsibility of the Plan
     Administrator, which responsibilities will be implemented
     in accordance with applicable Bermuda or English law; and

  -- Minor changes with respect to the Plan's third party
     releases.

Blacklined and final copies of the 4th Amended Plan are available
for free at:

http://bankrupt.com/misc/SeaCon_4thAmendedPlan.pdf
http://bankrupt.com/misc/SeaCon_4thAmendedPlan-Blackline.pdf

A full-text copy of the Confirmation Order is available for free
at:

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

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.  Sea
Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

(Sea Containers Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SEMGROUP ENERGY: NASDAQ Extends 10-Q Filing Deadline to Feb. 17
---------------------------------------------------------------
The NASDAQ Hearings Panel granted SemGroup Energy Partners, L.P.'s
request for an extension of time to file its Form 10-Qs for the
quarters ended June 30, 2008, and Sept. 30, 2008.  Pursuant to the
extension, SGLP's common units will continue to be listed on The
NASDAQ Stock Market subject to the filing of the above referenced
Form 10-Qs on or before Feb. 17, 2009.

SGLP was unable to timely file its Form 10-Qs for the quarters
ended June 30, 2008, and Sept. 30, 2008, 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.

"We are very pleased with the Panel's decision to grant us
additional time to file our Second and Third Quarter Form 10-Qs,"
Kevin Foxx, SGLP's president and chief executive officer, stated.
"We continue to work with our board of directors in evaluating the
impact of the Private Company's bankruptcy filings on our
financial statements in an effort to file our Second and Third
Quarter Form 10-Qs within the extension granted by the Panel."

                        About SemGroup

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

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

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

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

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

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


SEMGROUP LP: EBITDA is Negative $34.5 Million in September
----------------------------------------------------------
Bloomberg News reports that SemGroup LP filed an operating report
for September showing a $34.5 million loss before interest, taxes,
depreciation and amortization.  About $209 million in revenues
were exceeded by $220 million cost of sales.  Including $139
million in reorganization costs, the net loss for the month was
$182 million, Bloomberg said.

Bill Rochelle of Bloomberg also notes that last week, the company
filed a motion asking for authority to compel three close advisers
to ousted Chief Executive Kivisto to provide information.  The
company wants information from Kevin Foxx, the former chief
operating officer, and from Kivisto's assistant and accounting
consultant.

As reported by the Troubled Company Reporter, pursuant to Rule
2004 of the Federal Rules of Bankruptcy Procedure, SemGroup
earlier asked the Bankruptcy Court for the District of Delaware to
require Brent C. Cooper, their former treasurer, and Thomas L.
Kivisto, their former president and chief executive officer, to
produce certain documents and to appear for examination.

Mr. Kivisto was put on administrative leave in July and fired
"for cause" in October, according to Bloomberg.

Two official committees and an examiner have been appointed in
SemGroup's cases.

                       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 DAKOTA: Owner Indicted on Bank, Wire & Mail Fraud
-------------------------------------------------------
The Associated Press reports that Dan Nelson, who owns South
Dakota Acceptance Corporation, and his partner Christian Tapaken
were indicted on 28 counts of bank, wire and mail fraud charges.

According to The AP, Messrs. Nelson and Tapaken were sued in the
U.S. District Court in Des Moines for allegedly causing a
coalition of banks to lose $21 million, by manipulating computer
reports on information submitted to banks between 1997 and 2005.

Messrs. Nelson and Tapaken, says The AP, are punishable by up to
30 years of imprisonment and could be fined by up to $1 million.

Headquartered in Sioux Falls, South Dakota, South Dakota
Acceptance Corporation dba CNAC, dba Mr. Payroll, dba First
Midwest Fidelity, and Dan Nelson Automotive Group, Inc., filed for
chapter 11 protection on June 20, 2005 (Bankr. D. S.D. Case No.
05-40866).  When the Debtor filed for protection from its
creditors, it listed $15,624,000 in assets and $28,028,058 in
debts.


STEVE & BARRY'S: New Owner Gets OK on Salaries; Loan Still Pending
------------------------------------------------------------------
BH S&B Holdings LLC, Steve & Barry's new owners, which filed for
Chapter 11 in November, three months after buying the Steve &
Barry's retail chain, failed to win temporary approval for
$33 million in financing, although it did gain authority from the
U.S. Bankruptcy Court for the Southern District of New York to pay
$1.8 million in salaries, Bloomberg News reports.

BH S&B bought the Steve & Barry's business in August -- after
Steve & Barry's LLC, now known as Stone Barn Manhattan LLC, filed
for bankruptcy protection in July 2008 and opted to sell its
business and assets, including its corporate name to BH S&B, an
entity formed by Bay Harbour Management and other parties.

Bill Rochelle of Bloomberg also reported that Judge Martin Glenn,
the bankruptcy judge assigned to the new case, held a joint
hearing Nov. 24 with Allan Gropper, the bankruptcy judge handling
the first Chapter 11 case, in light of the disputes between the
two companies.  The "old" company said last week that the "new"
bankruptcy threatens to cut off its funding, Bloomberg said.

Certain of the lenders to BH S&B's prepetition revolving credit
facility are offering $60 million in secured financing for the
liquidation to be conducted in the new case, according to
Bloomberg.

The Debtors are parties to a prepetition revolving credit
agreement, dated October 14, 2008, with and Ableco Finance LLC, as
collateral agent and as administrative agent.  The Debtors owe
approximately $90 million in principal under the credit facility.
The loans were secured by liens on, and security interests in all
of the Debtors' personal property assets of any kind or nature.

                           About BH S&B

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on Nov. 19, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve and Barry's, based in Port
Washington, New York, was a specialty retailer of apparel and
accessories, selling, among other things, university apparel and
lifestyle brands, private-label casual clothing, and exclusive
celebrity endorsed apparel.

Steve & Barry's had 240 locations when it was bought and the new
owners had planned to cut that down to 173 stores.  BH S&B had
intended to operate certain Steve & Barry's stores as going
concerns and to liquidate inventory at other locations.  Since the
sale closing, however, for various reasons, including the general
health of the American economy and the state of the retail market
in particular, sales at all stores have been disappointing, and BH
S&B's revenue has suffered.  As a result, BH S&B was not in
compliance with certain covenants under their senior secured
credit facility and had no prospects for continued financing of
their business as a going concern.  In consultation with its
lenders, BH S&B decided the appropriate course of action to
maximize value for the benefit of all of its stakeholders was an
orderly liquidation in Chapter 11.

Bay Harbour Management is an SEC registered investment advisor
with significant experience in purchasing distressed companies
and effectuating their turnaround.  The firm's holdings have
included the retailer Barneys New York, the facilities based CLEC
Telcove, and the former Aladdin Casino, now operating on the Las
Vegas strip as the Planet Hollywood Resort and Casino following
its rebranding and turnaround.

York Capital Management is an SEC registered investment advisor
with offices in New York, London, and Hong Kong with more than
$15 billion in assets under management.  York Capital was founded
in 1991 and specializes in value oriented and event driven equity
and credit investments.

BH S&B is 100% owned by BHY S&B Intermediate Holdco LLC.

BH S&B and its affiliates' chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent.

                       About Steve & Barry's

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579).  Lori R. Fife, Esq., and Shai Waisman, Esq.,
at Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Pursuant to the Purchase Agreement, the
Court authorized 51 entities to change their corporate names.
Lead Debtor Steve & Barry's Manhattan LLC (Case No. 08-12579) was
changed to Stone Barn Manhattan LLC.  Parent company Steve &
Barry's LLC  (Case No. 08-12615) is now known as Steel Bolt LLC.
When Steve & Barry's LLC and its affiliates filed for bankruptcy,
they listed $693,492,000 in total assets and $638,086,000 in total
debts.

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


SUNWEST MANAGEMENT: Wins Court Nod to Sell 7 Facilities
-------------------------------------------------------
According to Bloomberg News, Sunwest Management Inc. was
authorized by the U.S. Bankruptcy Court, Middle District of
Tennessee (Nashville) on Nov. 20 to sell seven in North and South
Carolina for $44 million to Five Star Quality Care Inc.

As reported by the Troubled Company Reporter, citing various
sources, Sunwest Management Inc. reached a deal with Boston-
based senior housing company Five Star Quality Care, The Oregonian
reports.  The sale -- which includes Sunwest Management's seven
retirement communities in North and South Carolina -- has a price
that is short of the $56 million Sunwest Management owes to its
largest lender, GE Business Financial Services Inc. Sunwest owes
another $31.2 million to two other secured creditors.

Bill Rochelle of Bloomberg News says that the Bankruptcy Court
that an alternative reorganization plan proposed by investors in
Sunwest wasn't feasible, even though the sale would have adverse
tax consequences for them.  The investors are asking the
bankruptcy judge to prevent completion of the sale while they
appeal.

Salem, Oregon-based Sunwest Management Inc. --
http://www.sunwestmanagement.com/-- manages 275 assisted-living
facilities in 36 states.  Sunwest Management was founded in 1991
with a portfolio of three properties: two retirement communities
and one skilled nursing community.  It has a network of regional
managers that handles various services from accounting to
operations.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


SUN-TIMES MEDIA: September 30 Balance Sheet Upside-Down by $321MM
-----------------------------------------------------------------
Sun-Times Media Group, Inc.'s balance sheet at Sept. 30, 2008,
showed total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

Sun-Times Media reported a net loss in the third quarter ended
Sept. 30, 2008, of $168.8 million compared with a loss of
$192.4 million in the same period in 2007.  The company reported
an operating loss of $227.8 million in the third quarter of 2008
compared with an operating loss of $23.2 million for the third
quarter of 2007.  The third quarter 2008 results reflect a 18%
decline in advertising revenue and a 2% decline in circulation
revenue compared with the same period in 2007.

The company's operating loss includes a non-cash charge of
$209.3 million for the impairment of goodwill and other intangible
assets.  The company determined that the substantial acceleration
in revenue declines in the three months ended Sept. 30, 2008, for
both in the industry and for the company, in combination with the
negative outlook for the U.S. economy and the continued decline in
the company's market capitalization, were considered to be
indicators of potential impairment of its goodwill and intangible
assets.  The consequent impairment test resulted in the non-cash
impairment charge.

                  Liquidity and Capital Resources

As of Sept. 30, 2008, the company had cash and cash equivalents
totaling $99.8 million.  This amount does not include the
company's investment in outstanding Canadian asset-backed
commercial paper.  The $99.8 million cash balance was down from
the June 30, 2008, balance of $115.5 million due to the funding of
the company's operations in the third quarter.  The receipt of
$11.2 million in recoverable income taxes in the quarter was
largely offset by the funding of an escrow account related to
support the company's potential indemnification obligation in
connection with certain defamation cases.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?3529

                      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.


SUN-TIMES MEDIA: K Capital Considers Merger or Sale Transactions
----------------------------------------------------------------
K Capital Management, LLC, owner of 8,621,312 or 10.49% shares
of Sun-Times Media Group Inc.'s common stock are considering
various strategies to increase the value of its investment in the
company, including proposals to effect certain corporate
governance changes at the company, a merger or sale of the company
or a going private transaction.

On Nov. 10, 2008, Abner Kurtin, submitted a letter to Raymond
G.H. Seitz, chairman of the company's board of directors.  In the
letter, Mr. Kurtin states that he supports the recommendation of
Davidson Kempner Capital Management to elect new members to the
board of directors of the company and offered to discuss such
proposal with the company.

A full-text copy if Mr. Kurtin's letter is available for free at
http://ResearchArchives.com/t/s?352f

K Capital and its group intend to review their investment in the
company on a continuing basis including, without limitation, the
company's financial position and strategic direction, the
company's response to the actions suggested by Mr. Kurtin, price
levels of the Common Stock, conditions in the securities market
and general economic and industry conditions.  The group may in
the future take actions with respect to their investment in the
company as they deem appropriate including, but not limited to,
purchasing additional Common Stock or other securities of the
company or selling some or all of their Common Stock,
communicating with the company or other investors or conducting a
proxy solicitation with respect to the election of directors of
the company.

                About Sun-Times Media Group Inc.

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.


SUN-TIMES MEDIA: President, CEO Discloses Owning 307,916 Stake
--------------------------------------------------------------
Cyrus F. Freidheim, Jr., president and CEO of Sun-Times Media
Group Inc., disclosed in a Form 4 filing with the Securities and
Exchange Commission that he owned 307,916 shares of the company's
common stock after the November 15 sale of 50,000 shares of common
stock.

At Oct. 31, 2008, the company has outstanding 82,312,709 Class A
common stock par value $.01 per share.

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.


SYNTAX-BRILLAN: Judge Orders Arrest of Recalcitrant Buyers
----------------------------------------------------------
Bloomberg News reports that Judge Brendan Linehan Shannon of the
U.S. Bankruptcy Court of the District of Delaware, the judge
assigned to Syntax-Brillian Corp.'s bankruptcy cases, issued
warrants for the arrest of John Wu and Michael Wu.  Judge Shannon
has ordered the Wus to answer the Court's prior order holding them
in contempt for failing to complete the purchase of the business
of Syntax-Brillian.

As reported by the Troubled Company Reporter, the Bankruptcy Court
on Oct. 10, 2008, entered an order directing Olevia International
Group LLC, its officers and directors, Michael Wu and John Wu to:

  a) close and consummate OIG's purchase of the Purchased Assets
     pursuant to the Purchase Agreement, and to consummate all
     other Transactions contemplated by the Purchase Agreement;

  b) make all payments at Closing required to be paid in
     accordance with the terms of the Purchase Agreement,
     including the payment to the Lenders of the first
     amortization due under the New Term Loan Documents in the
     amount of $18,000,000;

  c) prior to Oct. 16, 2008, take all action necessary to satisfy
     all conditions precedent set forth in the Debt Assumption
     Agreement and New Term Loan Documents, including, without
     limitation, all such conditions relating to the granting of
     liens on the Specified Collateral satisfactory to the Lenders
     and all legal opinions with respect thereto;

  d) enter into and cause to become effective all other
     agreements, documents and instruments provided for in or
     contemplated by the Purchase Agreement, including, without
     limitation, the Debt Assumption Agreement and the New Term
     Loan Documents;

  e) close and consummate at the Closing, all Transactions
     contemplated by the Purchase Agreement, which shall take
     place no later than 3 p.m. prevailing estern time on Oct. 16,
     2008, or at such other later date or time as designated by
     the Debtors and Silver Point.

On Sept. 10, 2008, OIG told the Court that the Debtors irreparably
breached various covenants and representations contained in the
Purchase Agreement, causing various Closing Conditions to fail,
and rendering it unable to comply with its obligations under the
Purchase Agreement.  OIG also accused the Debtors of violating
their sale contract by losing business from Target Corp., the
Debtors' main customer.  The following day, the Debtors filed a
lawsuit asking the Court to compel Olevia International to
complete the purchase.

Syntax won a lawsuit in October compelling the purchaser, an
affiliate of TCV Industries Co., to complete an approved sale of
assets.  Judge Shannon held the Wus in contempt after they
declined to close on the sale, according to Bloomberg.

Bill Rochelle of Bloomberg adds that the contempt order forfeited
the buyer's $5 million deposit made in connection with the sale.
The contempt order also compelled the two individuals to pay
$3 million a week until they paid off the $55 million remaining on
the purchase contract.

According to Bloomberg, Syntax said in a court filing this month
it was considering whether to continue attempting to formulate a
Chapter 11 plan or convert the case to a liquidation in Chapter 7
following the failure of the sale.

                       About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- manufactures and
markets LCD HDTVs, digital cameras, and consumer electronics
products including Olevia(TM) brand high-definition widescreen LCD
televisions and Vivitar brand digital still and video cameras.
Syntax-Brillian is the sole shareholder of California-based
Vivitar Corporation.

The company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  Nancy A. Mitchell, Esq., Allen G. Kadish, Esq., and
John W. Weiss, Esq., at Greenberg Traurig LLP in New York,
represent the Debtors as counsel.  Victoria Counihan, Esq., at
Greenburg Traurig LLP in Wilmington, Delaware, is the Debtors'
Delaware counsel.  Five members compose the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions, LLC is the
Debtors' balloting, notice, and claims agent.

Syntax-Brillian cut a deal to sell its business assets to Olevia
International Group LLC.  On Sept. 10, 2008, OIG told the
Bankruptcy Court that it won't pursue the deal, contending that
the Debtors irreparably breached various covenants and
representations contained in the Purchase Agreement, causing
various Closing Conditions to fail, and rendering it unable to
comply with its obligations under the Purchase Agreement.  OIG
also accused the Debtors of violating their sale contract by
losing business from Target Corp., the Debtors' main customer.
The following day, the Debtors filed a lawsuit asking the Court to
compel Olevia International to complete the purchase.  On Oct. 10.
the Bankruptcy Court denied OIG's emergency request to excuse it
from its obligations.  OIG has taken an appeal of that order.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


T H AGRICULTURE: Files for Ch. 11 Bankruptcy and Prepackage Plan
----------------------------------------------------------------
T H Agriculture & Nutrition L.L.C. filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York in attempt to preserve its remaining assets and implement
the negotiated settlement with the asbestos claimant group
incorporated in the prepackaged Chapter 11 plan of reorganization.

According to the company, majority of the asbestos claims accepted
the plan on Oct. 11, 2008.  The company is asking the Court to set
Jan. 15, 2009, as hearing to consider confirmation of the plan.

Although the company ceased distributing asbestos fiber in 1980
and terminated its chemical business four year later, a asbestos
related personal injury and wrongful death were filed against the
Debtor, says Bruce R. Zirinsky, Esq., at Cadwalader Wikcersham &
Taft LLP.  Several plaintiffs have also asserted derivative
asbestos PI claims against to other parties to the company
including its parent Philips Electronic North America Corporation
and Elements Group B.V., Mr. Zirinsky relates.  The company said
Philips Electronics owns more than 10% of its membership interest
while Elements Group acquired certain of the company's operating
assets in 1981.

Mr. Zirinsky relates about 4,272 asbestos-related personal injury
and wrongful death cases -- representing 7,146 claims -- were
resolved through settlements and dismissals as of Nov. 19, 2008.
However, Mr. Ziringksy says no judgment has been entered against
the company in connection with the asbestos PI claims.  The
company has 5,962 active cases representing 14,268 claims pending
against the company, Philips Electronics and element in the tort
system, he adds.

The company listed assets between $50 million and $100 million,
and debts between $500 million to $1 billion in its filing.

                    Prepackaged Chapter 11 Plan

The plan provides for the Asbestos PI Trust to make distributions
on account of all valid Asbestos PI Claims asserted by current and
future claimants, leaving all other creditors -- excluding holders
of intercompany claims -- unimpaired.  Under the plan, Asbestos PI
Trust will be funded cash of at least $900 million from the
company and contributions from Philips Electronics.

In addition, the company and Philips Electronics will also
contributed the cash the insurance settlement proceeds trust as
of the plan's effective date to the asbestos PI trust.  Excess
amounts, if any, will be returned to Philips Electronics under the
the plan.

The company and the asbestos PI trust will complete the promissory
note secured by all of the company's membership interests, which
provides for the payment of $1,000,000 plus interest in equal
quarterly installments.  Furthermore, the parties will enter into
a pledge agreement to memorialize the granting of the security
interest in 100% of the outstanding membership interest of the
company to the asbestos PI trust.

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

                 Treatment of Interests and Claims

              Type                       Estimated    Estimated
    Class     of Claims      Treatment   Amount       Recovery
    -----     ---------      ---------   ---------    ---------
    N/A       administrative             $0           100%

    N/A       priority tax               $0           100%

    N/A       DIP claim                  unknown      N/A

    1         priority       unimpaired  $0           100%

    2         secured        unimpaired  $0           100%

    3         general        unimpaired  $70,148,832  100%
              unsecured

    4         asbestos PI    impaired    unknown      unknown

    5         intercompany   impaired    $186,924     unknown

    6         equity in THAN impaired    N/A          N/A

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

Holders of Class 1 priority claims will be paid in full after
the plan's effective date.

Class 2 and 3 will be reinstated under Section 1124(2) of
the Bankruptcy Code unless holders agrees to less favorable
treatment.

Class 4 asbestos PI claims will be channeled to the asbestos PI
Trust, which will pay qualified asbestos PI claims on the plan's
effective date.

Class 5 and 6 will be canceled under the plan.

A full-text copy of the company's Disclosure Statement is
available for free at:

               http://ResearchArchives.com/t/s?352b

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

               http://ResearchArchives.com/t/s?352c

Headquartered in New York, T H Agriculture & Nutrition L.L.C.
manages the defense and resolution of the asbestos PI claims and
certain commercial real estate.  Prior to 1984, the Debtor made
agricultural products and chemicals for various industrial and
agricultural applications.  Between 1960 and $1980, the company
distributed asbestos fiber in certain parts of the UnitedStates.

The company was originally incorporated as Thompson-Munro-Robbins
Chemical Co. under Missouri law in January 1917.  The company
changed its name in 1923 to Thompson, Hayward & Schlueter, Inc.,
and again in 1925 to Thompson-Hayward Chemical Co.

In addition, the company distributed Chrysotile asbestos fiber,
majority of which was supplied by Carey Canadian Mines Ltd; and
laundry products and vermiculite; and talc.


T H AGRICULTURE: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: T H Agriculture & Nutrition, L.L.C.
        250 West 57th Street, Suite 901
        New York, NY 10107

Bankruptcy Case No.: 08-14692

Type of Business: The Debtor manages the defense and resolution
                  of the asbestos PI claims and certain commercial
                  real estate.  Prior to 1984, the Debtor made
                  agricultural products and chemicals for various
                  industrial and agricultural applications.
                  Between 1960 and $1980, the company distributed
                  asbestos fiber in certain parts of the United
                  States.

Chapter 11 Petition Date: November 24, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Attorney: Bruce R. Zirinsky, Esq.
                  bruce.zirinsky@cwt.com
                  John H. Bae, Esq.
                  john.bae@cwt.com
                  Cadwalader, Wickersham & Taft LLP
                  One World Financial Center
                  New York, NY 10281
                  Tel: (212) 504-6404
                  Fax: (212) 504-6666

Debtor's Bankruptcy Counsel: Stutzman, Bromberg, Esserman &
                             Plifka

Debtor's Counsel: Brune & Richard LLP

Financial Advisor: American Securities Advisors LLC

Insurance Consultant: The Claro Group LLC

Special Asbestos Counsel: Lewis & Bockius LLP

Special Insurance Counsel: Dickstein Shapiro LLP

Claims Agent: Kurtzman Caron Consultants LLC

The Debtor's financial condition as of Aug. 31, 2008:

Total Assets: $77,989,574

Total Debts: $576,762,896

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Jonathan David                 asbestos          unknown
The David Law Firm
10655 Six Pines Drive
Suite 260
The Woodlands, TX 77380

Robert W. Phillips             asbestos          unknown
Simmonscooper LLC
707 Berkshire Boulevard
PO Box 521
East Alton, IL 62024

Steve Baron                    asbestos          unknown
Baron Budd
3102 Oak Lawn Avenue
Suite 1100
Dallas, TX 75219

John Cooney                    asbestos          unknown

David Allen Dixon              asbestos          unknown

Thomas W. Bevan                asbestos          unknown

Lou Black                      asbestos          unknown

Jim Early                      asbestos          unknown

G. Patterson Keahey            asbestos          unknown

Elizabeth V. Heller            asbestos          unknown

Garret J. Bradley              asbestos          unknown

Jim Ferraro                    asbestos          unknown

Peter Kraus                    asbestos          unknown

Deborah Schweizer              asbestos          unknown

Donna Blevins                  asbestos          unknown

Joe Belluck                    asbestos          unknown

Patrick C. Malour              asbestos          unknown

Kenneth J. Wilson              asbestos          unknown

Christopher Madeksho           asbestos          unknown

Bryan Blevins                  asbestos          unknown

Roger G. Worthington           asbestos          unknown

John Arthur Eaves              asbestos          unknown

Andrew O'Brien                 asbestos          unknown

James Bradley Smith            asbestos          unknown

Michael B. Serling             asbestos          unknown

Steven Kazan                   asbestos          unknown

Anthony Sakalarios             asbestos          unknown

Larry O. Norris                asbestos          unknown

Russel Cook                    asbestos          unknown

The petitions was signed by the company president Joseph L. Wolf,
Jr.


TOXIN ALERT: Fails to File FY Results, Gets Cease Trade Order
-------------------------------------------------------------
Toxin Alert Inc. was unable to file its audited financial
statements and other material for the fiscal year ended June 30,
2008, by the statutory deadline of Oct. 29, 2008, and a Management
Cease Trade Order was issued by the relevant securities
authorities on Oct. 29, 2008.  This Default Status Report is
issued pursuant to National Policy 12-203 Cease Trade Orders for
Continuous Disclosure Defaults.

The company continues in the process of preparing a private
placement of its securities which it anticipates will raise
sufficient funds to enable the audited financial statements to be
prepared and filed within 60 days of the default.  The company
has experienced cash flow difficulties due to the non-payment of
the company's invoice to a university in Mississippi for a
contract that was fulfilled in March 2008.

The company intends to continue to satisfy the provisions of the
Alternative Information Guidelines by issuing bi-weekly Default
Status Reports in the form of news releases, so long as it remains
in default.

The company is not in any insolvency proceedings at the present
time and there is no other material information relating to the
affairs of the company that has not been generally disclosed.

There are no other changes otherwise required to be disclosed
pursuant to Section 4.4 of NP 12-203.

Headquartered in Toronto, Canada, Toxin Alert Inc. (TSX
VENTURE:TOX) -- http://www.toxinalert.com-- develops diagnostic
test for contaminated food.


TRI-STATE FINANCIAL: South Dakota Ethanol Plant Files in Omaha
--------------------------------------------------------------
Bloomberg News reports that Tri-State Financial LLC, owner of the
North Country Ethanol plant near Rosholt, South Dakota, filed a
Chapter 11 petition on Nov. 21 in Omaha, Nebraska.

The company listed assets of $35 million and debt totaling $27
million. Centris Federal Credit Union holds a secured claim
aggregating $19.6 million.

According to Bloomberg's Bill Rochelle, the bankruptcy
reorganization is the second for the plant.  The prior owner filed
under Chapter 11 in June 2003 following a fire and explosion the
preceding New Year's Eve that shut the plant down.  The current
owners bought the plant in the 2003 bankruptcy.

The case is In re Tri-State Financial LLC, 08-83016, U.S.
Bankruptcy Court, District of Nebraska (Omaha).


TROPICANA ENTERTAINMENT: Inks Deal w/ Casino Buyer; Sale Cancelled
------------------------------------------------------------------
According to Bloomberg's Bill Rochelle, Tropicana Entertainment
LLC reached a settlement with Eldorado Resorts, LLC, which
settlement provides for the cancellation of the sale of
Tropicana's casino in Evansville, Indiana, to Eldorado.

Tropicana, through Aztar Indiana Gaming Company, LLC, owns the
Casino Aztar Evansville riverboat casino located in Evansville.
In March 2008, Aztar and Eldorado inked a deal for the sale of the
Debtors' membership interests in Casino Aztar for $190,000,000 in
cash, $10,000,000 of that amount was deposited in an escrow
account with Wells Fargo.  Tropicana sought bankruptcy protection
before the sale was closed.

In their 6-month old Chapter 11 cases, the Debtors sought approval
from the U.S. Bankruptcy Court for the District of Delaware to
sell the assets to Eldorado, or to another party with a better
offer through a Court-sanctioned auction.

The Debtors, however, said that they have elected not to pursue
the sale due to various reasons, including:

   -- key constituencies in the Chapter 11 cases object to the
      sale;

   -- Eldorado has not obtained gaming approvals in connection
      with the purchase of the casino.

   -- There is very high likelihood that Eldorado won't be able to
      close on the sale because of "onerous terms" provided by its
      lenders who are supposed to finance the purchase.

   -- The financial turmoil has caused a downturn to the gaming
      industry and access to credit by firms, including Eldorado
      difficult.

Rather than pursue litigation against Eldorado, Tropicana decided
to settle with Eldorado.  Bloomberg News relates that pursuant to
the settlement Tropicana will release Eldorado from all liability
forfailing to complete the purchase, and the two sides will split
the $10 million deposit.

The Bankruptcy Court will consider approval of the Settlement on
November 26.

                 About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.
(Tropicana Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


USG CORP: Current Initiatives to Provide $125MM in Yearly Savings
-----------------------------------------------------------------
USG Corporation, a leading building products company, said mid
November that its current restructuring initiatives will result in
more than $125 million in annualized cost savings.  The company
also plans to reduce capital expenditures by approximately
$190 million in 2009 compared to 2008.  The cost savings are
before severance costs of approximately $35 million to $45 million
associated with the 20 percent salaried workforce reduction
announced by the company early November.  The majority of the
severance costs are expected to be accrued in the current quarter
and paid in the first quarter of 2009.

                         Cost Reductions

USG said in late October that it would take additional
actions to adjust operations, programs and staffing to adapt to
current construction and financial market conditions.  Those
actions, the majority of which will be implemented in the current
quarter, include significant reductions in marketing, research
and other overhead expenses, including the elimination of about
900 salaried positions.

"When the residential housing market first showed signs of
weakening more than two years ago, we adopted a conservative,
phased approach to stay ahead of the declining market," said
William C. Foote, USG Chairman and CEO.  "A problem that was
originally confined to the residential housing market has grown
into a much broader and deeper economic contraction that is
affecting all of USG's businesses in all of our markets. We are
moving aggressively to cut costs and properly align our
businesses for these extremely challenging conditions."

               Capital Spending and Manufacturing

In addition to the $125 million cost reduction program, the
company also plans to reduce capital spending from approximately
$240 million this year to approximately $50 million in 2009,
reflecting the completion of several large capital projects.  The
company also expects to make an additional capacity reduction of
approximately one billion square feet from its wallboard
manufacturing network.

Commenting on the company's capital expenditures, Foote
said, "We have made substantial investments in recent years in
our market-leading manufacturing network.  The completion of
those strategic investments will allow us to significantly reduce
capital spending in 2009 while still providing outstanding
service for our customers."

                Liquidity and Capital Resources

The company had more than $700 million of cash and undrawn
committed credit facilities as of October 31, 2008, comprised of
$257 million in cash, availability of $170 million under its
receivables-backed credit agreement and availability of
approximately $254 million under its unsecured credit facility,
and approximately $36 million under its recently finalized ship
mortgage facility.  The company is required under its credit
agreement to have available cash and unused committed borrowing
capacity of $300 million.

The company has begun discussions with the lead banks under
its unsecured credit agreement with respect to modifications of
that agreement.  Regarding the discussions with the company's
lead banks, Foote said, "We are optimistic that the discussions
with our banks will conclude promptly and satisfactorily."

"Severe cyclical downturns are always challenging and the
necessary staffing decisions are painful, but we are committed to
take the actions necessary to weather this recession and position
the company for the eventual market rebound," said Foote.

                       USG to Cut 900 Jobs

In a separate filing with the U.S. Securities and Exchange
Commission dated November 7, 2008, USG Corp has noted that as a
result of continued adverse market conditions, it has initiated
additional programs to reduce costs that include a workforce
reduction plan that is expected to reduce the Company's worldwide
salaried positions by approximately 20%, or approximately 900
positions.

According to USG Chief Financial Officer Richard Fleming, the
workforce reduction plan is being communicated to salaried
employees beginning on November 3, 2008.  The first step in the
plan is to offer voluntary severance benefits.  After the number
of participants in the voluntary separation program is
determined, the Company expects to implement an involuntary
separation program that will account for most of the position
reductions.  Employees who are separated, either voluntarily or
involuntarily, will receive separation benefits that include a
lump sum payment based on earnings and length of service, an
allowance to continue medical, dental and vision coverage and
outplacement services.  It is expected that all affected
employees will be informed, and that the separation plan will be
substantially completed, by the end of January 2009.

USG will record charges for termination benefits related to the
workforce reduction plan in the current and future fiscal
quarters in accordance with FASB Statement of Financial
Accounting Standards No. 146, Accounting for Costs Associated
with Exit or Disposal Activities.  The Company estimates that
those charges will aggregate $35 million to $45 million and that
cash expenditures will be incurred in the current and future
fiscal quarters in the full amount of the charges.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 31, 2008,
Standard & Poor's Ratings Services lowered its ratings on USG
Corp., including its corporate credit rating to 'BB-' from 'BB+',
and placed the ratings on CreditWatch with negative implications.

The downgrade and CreditWatch listing follow weaker-than-expected
third operating results resulting from the continued housing slump
and recent weakness in commercial construction, a trend S&P
expects to continue in the near term.  In addition, the company
disclosed that absent significant cost cuts, other financing
arrangements or modifications to its credit agreement, the company
will have difficulty meeting the minimum EBITDA covenant at the
end of the first quarter of 2009 and possibly as early as the end
of the fourth quarter of 2008.

USG Corporation reported third quarter 2008 net sales of
$1.2 billion and a net loss of $40 million.  For the same period
a year ago, the corporation reported net sales of $1.3 billion
and net earnings of $7 million.  For nine months of 2008, the
corporation reported net sales of $3.6 billion and a net loss of
$125 million.  For the first nine months of 2007, net sales were
$4.0 billion and net earnings were $104 million.

(USG Bankruptcy News; Bankruptcy Creditors' Service Inc., Issue
No. 149, http://bankrupt.com/newsstand/or 215/945-7000).


USG CORP: To Close Wallboard Manufacturing Lines in Some States
---------------------------------------------------------------
In a regulatory filing dated Nov. 21, 2008, with the U.S.
Securities and Exchange Commission, USG Corporation discloses
that it is making an additional capacity reduction of about
one billion square feet from its wallboard manufacturing network
and is closing two other plants.

USG will either permanently or temporarily close wallboard
manufacturing lines at the United States Gypsum Company's Plaster
City, California; Jacksonville, Florida; Baltimore, Maryland; and
Stony Point, New York plants, the cement board manufacturing line
at its Santa Fe Springs, California plant and its Delavan,
Wisconsin substrate plant.

USG's subsidiary, L&W Supply Corporation, is also set to close 31
centers.

USG Executive Vice-President and Chief Financial Officer Richard
Fleming says the Company expects to complete the closures by the
end of the current fiscal quarter.

"[USG] will record charges of approximately $18 million in the
current and future fiscal quarters related to these closures,"
Mr. Fleming relates.  "These charges include approximately
$11 million for termination benefits, $6 million for associated
costs, principally equipment lease terminations and cleanup
costs, and $1 million for inventory write-offs."

USG estimates that it will incur cash expenditures of about
$17 million in the current and future fiscal quarters in
connection with the closures.

The closures are part of USG's undertaking to adjust operations,
programs and staffing to adapt to current construction and
financial market conditions, according to Mr. Fleming.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 31, 2008,
Standard & Poor's Ratings Services lowered its ratings on USG
Corp., including its corporate credit rating to 'BB-' from 'BB+',
and placed the ratings on CreditWatch with negative implications.

The downgrade and CreditWatch listing follow weaker-than-expected
third operating results resulting from the continued housing slump
and recent weakness in commercial construction, a trend S&P
expects to continue in the near term.  In addition, the company
disclosed that absent significant cost cuts, other financing
arrangements or modifications to its credit agreement, the company
will have difficulty meeting the minimum EBITDA covenant at the
end of the first quarter of 2009 and possibly as early as the end
of the fourth quarter of 2008.

USG Corporation reported third quarter 2008 net sales of
$1.2 billion and a net loss of $40 million.  For the same period
a year ago, the corporation reported net sales of $1.3 billion
and net earnings of $7 million.  For nine months of 2008, the
corporation reported net sales of $3.6 billion and a net loss of
$125 million.  For the first nine months of 2007, net sales were
$4.0 billion and net earnings were $104 million.

(USG Bankruptcy News; Bankruptcy Creditors' Service Inc., Issue
No. 149, http://bankrupt.com/newsstand/or 215/945-7000).


USG CORP: To Sell $400M of Convert. Notes to W. Buffet and Fairfax
------------------------------------------------------------------
USG Corporation, reported Nov. 21 that it has entered into an
agreement to sell a total of $400 million of 10 percent contingent
convertible senior notes due 2018, $300 million to Warren Buffet's
Berkshire Hathaway Inc. and $100 million to Fairfax Financial
Holdings Limited.  The notes will initially bear interest at a
rate of 10 percent per annum.  In accordance with New York Stock
Exchange rules, USG will seek shareholder approval to allow
conversion of the notes into shares of USG common stock.
Assuming an affirmative vote of USG's shareholders, the notes
will become convertible into shares of USG common stock at a
conversion price of $11.40 per share.  If shareholder approval is
not obtained prior to the 135th day after closing of the sale of
the notes, the notes will bear interest at 20 percent per annum
until after shareholder approval is obtained.

Berkshire Hathaway and Fairfax have agreed to vote all
shares of the corporation's common stock controlled by their
affiliates over which they have voting control in favor of the
proposal to permit conversion of the notes.

Completion of the sale of the notes is subject to customary
closing conditions and is expected to occur within the next
several business days.

"We are gratified by the expression of confidence in USG
Corporation by two premier financial institutions," said USG
Corporation Chairman and CEO William C. Foote.  "We consider
these substantial investments by Berkshire Hathaway and Fairfax
as validation of our business strategy and the company's long-
term prospects.  This transaction provides USG with long-term
capital that significantly improves our financial flexibility as
we manage through the steep recession in our primary markets."

USG intends to use the proceeds from the sale of the notes
for general corporate purposes, including a partial repayment of
the amounts outstanding under its unsecured credit agreement.

The company intends to hold a special shareholders meeting in the
first quarter of 2009 to seek shareholder approval to allow
conversion of the notes.

"We have taken numerous actions over the last 2 1/2 years to
stay ahead of a declining market and optimize both our operations
and our finances," said Foote.  "We know that one of the keys to
future success is maintaining sufficient financial flexibility to
manage through this downturn.  The proceeds of the sale of the
convertible notes significantly strengthen our capital position
and greatly enhance our ability to navigate through this
recession and position the company for an eventual market
rebound."

The notes will not be and have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.  This press release does not
constitute an offer to sell or the solicitation of an offer to
buy, nor will there be any sale of these securities in any state
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state, and is issued pursuant to Rule 135c under the
Securities Act of 1933.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 31, 2008,
Standard & Poor's Ratings Services lowered its ratings on USG
Corp., including its corporate credit rating to 'BB-' from 'BB+',
and placed the ratings on CreditWatch with negative implications.

The downgrade and CreditWatch listing follow weaker-than-expected
third operating results resulting from the continued housing slump
and recent weakness in commercial construction, a trend S&P
expects to continue in the near term.  In addition, the company
disclosed that absent significant cost cuts, other financing
arrangements or modifications to its credit agreement, the company
will have difficulty meeting the minimum EBITDA covenant at the
end of the first quarter of 2009 and possibly as early as the end
of the fourth quarter of 2008.

USG Corporation reported third quarter 2008 net sales of
$1.2 billion and a net loss of $40 million.  For the same period
a year ago, the corporation reported net sales of $1.3 billion
and net earnings of $7 million.  For nine months of 2008, the
corporation reported net sales of $3.6 billion and a net loss of
$125 million.  For the first nine months of 2007, net sales were
$4.0 billion and net earnings were $104 million.

(USG Bankruptcy News; Bankruptcy Creditors' Service Inc., Issue
No. 149, http://bankrupt.com/newsstand/or 215/945-7000).


USG CORP: Valerie Jarrett Steps Down as USG Director
----------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, USG Corporation reports that Valerie Jarrett has
informed the USG Board that she is resigning from her post as one
of the Company's directors as a result of her appointment as a
senior White House adviser.

Ms. Jarrett had been appointed as senior counselor and assistant
to the president for intergovernmental relations and public
liaison by U.S. President-elect Obama.

Ms. Jarrett will leave USG by the end of the year, the Company's
Executive Vice-President and General Counsel Stanley Ferguson
said.

Ms. Jarrett currently serves as co-chair of President Obama's
transition team.  She has served on the board of the Federal
Reserve Bank of Chicago and has chaired the Chicago Transit board
and the Chicago Stock Exchange.

Ms. Jarrett earned an undergraduate degree from Stanford
University and a law degree from the University of Michigan.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 31, 2008,
Standard & Poor's Ratings Services lowered its ratings on USG
Corp., including its corporate credit rating to 'BB-' from 'BB+',
and placed the ratings on CreditWatch with negative implications.

The downgrade and CreditWatch listing follow weaker-than-expected
third operating results resulting from the continued housing slump
and recent weakness in commercial construction, a trend S&P
expects to continue in the near term.  In addition, the company
disclosed that absent significant cost cuts, other financing
arrangements or modifications to its credit agreement, the company
will have difficulty meeting the minimum EBITDA covenant at the
end of the first quarter of 2009 and possibly as early as the end
of the fourth quarter of 2008.

USG Corporation reported third quarter 2008 net sales of
$1.2 billion and a net loss of $40 million.  For the same period
a year ago, the corporation reported net sales of $1.3 billion
and net earnings of $7 million.  For nine months of 2008, the
corporation reported net sales of $3.6 billion and a net loss of
$125 million.  For the first nine months of 2007, net sales were
$4.0 billion and net earnings were $104 million.

(USG Bankruptcy News; Bankruptcy Creditors' Service Inc., Issue
No. 149, http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Closes Dyersville & Woodbury Ethanol Plants
-----------------------------------------------------------
The Associated Press reported that bankrupt ethanol producer,
VeraSun Energy Corporation, will close its ethanol plants in
Dyersville, Iowa, and Woodbury, Michigan, indefinitely.

According to AP, VeraSun made the announcement through e-mails to
producers and grain elevators.  VeraSun said in the e-mail that
the Dyersville and Woodbury plants are closed for both corn
deliveries and corn purchasing "until further notice," AP
related.

The Dyersville plant began operations in September 2008 and has
the capacity to produce 110,000,000 gallons of ethanol per year.
The Woodbury plant began operations in February 2008 and has the
capacity to produce 50,000,000 gallons of ethanol per year.

                 Orders Cut At Certain Facilities

In a press release dated November 21, 2008, VeraSun Energy
Corporation states that it "values the relationships with our
corn suppliers and recognizes their vital role to our business.
We continue to work with suppliers while we pursue long-term
financing."

The Company says it has paid or will pay for substantially all
prepetition corn delivered after October 11, 2008, and
postpetition corn delivered after October 31, 2008.  The U.S.
Bankruptcy Code precludes payment for goods delivered before
October 11, 2008.  This has negatively impacted approximately 10
of VeraSun's corn producers with balances totaling approximately
$360,000 for less than 100,000 bushels.  VeraSun has paid more
than $9 million in November for corn delivered prior to
October 31, 2008.

Unfortunately, the Company, according to the press release, will
need to reject some corn contracts for delivery through Dec. 31,
2008, at its Janesville and Welcome, Minnesota, facilities due to
the delayed startups.  Other contracts may need to be rejected or
renegotiated as the company continues to work through them on an
individual basis.

The Company says it has also temporarily ceased receiving corn
and processing at certain facilities while we seek to secure
additional financing. VeraSun appreciates the loyalty of our corn
suppliers and their willingness to continue to work with us
through the reorganization process.

                 About VeraSun Energy Corporation

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -
- http://www.verasun.comor http://www.VE85.com/-- is a producer
and marketer of ethanol and distillers grains. Founded in 2001,
the company has a fleet of 16 production facilities in eight
states, with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No.: 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Corn Farmers Object to Supply Contracts Rejection
-----------------------------------------------------------------
Bloomberg News reports that VeraSun Energy Corp. is facing
opposition from a group of farmers in connection with its plans to
reject contracts supplying corn for two plants in Minnesota.  The
plants have just been completed and haven't begun production.

Pursuant to Section 365(a) of the Bankruptcy Code and Rule 6006 of
the Federal Rules of Bankruptcy Procedure, VeraSun and its
affiliates have asked the U.S. Bankruptcy Court for the District
of Delaware for authority to reject:

  (a) contracts for delivery of corn in October, November, and
      December 2008 to idle Janesville and Welcome, Minnesota
      production facilities; and

  (b) sales contracts for Lincoln Oil Company, Inc., Osage,
      Inc., and ProTec Fuel Management LLC.

Before the Petition Date, the Debtors constructed two ethanol
plants in Welcome and Janesville and entered into contracts for
the delivery of corn in anticipation of commencing operations at
the plants in the fall of 2008.  However, the Debtors have not yet
obtained financing to perform sustainable operations at the new
plants, and expect the plants to be idle for the rest of 2008,
said the Debtors' counsel, Mark S. Chehi, Esq., at Skadden Arps
Slate Meagher & Flom LLP, in Wilmington, Delaware.

In their proposal, the Debtors did not provide for an effective
date of the rejection but set procedures that would allow them to
reject any of the corn contracts effective after 10 days' notice
of the Debtors.

A schedule of the to be rejected contracts is available for free
at:

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

Bill Rochelle of Bloomberg says that a group of corn suppliers
oppose the proposed rejection because it allows the company to
wait and see which way the market moves before deciding whether to
assume or reject the contracts.  The corn suppliers say, "In the
Midwest, this would be viewed as tantamount to playing a game of
Texas hold 'em where the VeraSun corn suppliers are 'all in' and
VeraSun gets to see the flop prior to deciding whether to assume
the contracts."

Bill Rochelle added that the agent for the secured lenders with
liens on the Minnesota plants also opposes, saying contract
rejection could harm relations with the farmers and adversely
affect the value of the plants in the future.

VeraSun issued a press release on Nov. 21 conveying other corn
contracts may be terminated.  VeraSun stated it has "temporarily
ceased receiving corn and processing at certain facilities while
we seek to secure additional financing."  The statement said
"other contracts may need to be rejected or renegotiated."

Meanwhile, WestLB AG, New York Branch, the agent for the so-called
lenders who provided the ASA Debtors, including ASA OpCo Holdings,
LLC, funding for three projects, objected to how the professionals
in the case will allocate their fees.  Where the company proposed
that the professionals' fees be allocated among the plants
according to their production capacities, WestLB says the work
should be attributed plant by plant.  The bank added the ASA
plants require little attention from lawyers while problems with
the US BioEnergy and VeraSun plants consume most of the
professionals' time.  Accordingly, it objects to the proposed
procedures for paying retained professionals in the case,
including the payment terms of Skadden, Arps, Slate Meagher & Flom
LLP, and Rotschild Inc.

              About VeraSun Energy Corporation

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -
- http://www.verasun.comor http://www.VE85.com/-- is a producer
and marketer of ethanol and distillers grains. Founded in 2001,
the company has a fleet of 16 production facilities in eight
states, with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No.: 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

Verasun Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Farmers Form Ad Hoc Group in Chapter 11 Case
------------------------------------------------------------
According to a Court filing, more than 100 corn suppliers from
Nebraska, Michigan, Iowa, Indiana, Minnesota, North Dakota and
South Dakota under contract with VeraSun Energy Corp. or its
affiliates, gathered to form an ad hoc committee.  The ad hoc
committee, a Delaware Bankruptcy Court filing says, was formed in
an effort to:

  -- advocate for and protect the member corn suppliers common
     interests in the Debtors' Chapter 11 cases;

  -- present to the Court a uniform voice for the member corn
     suppliers and to negotiate and proactively pursue solutions
     with the Debtors on behalf of its members on issues
     impacting the continued supply of corn for the Debtors'
     ethanol plants;

  -- help ensure, under terms agreeable to the member corn
     suppliers, a continuous supply of corn to the Debtors to
     keep the Debtors' ethanol plants operating to help maximize
     value for the Debtors' estates for the benefit of all
     parties-in-interest;

  -- provide a means by which more corn suppliers that have
     forward supply contracts with the Debtors, or that have
     other contractual of financial relationships with the
     Debtors, may be better informed regarding the activities of
     the Debtors; and

  -- provide a means by which the Court will be made aware of
     the concerns of corn suppliers that have forward supply
     contracts with the Debtors, or that have other contractual
     or financial relationships with the Debtors.

The Ad Hoc Committee is represented by David A. Lander, Esq., at
Thompson Coburn, LLP, in St. Louis, Missouri; Donald L. Swanson,
Esq., at Koley Jessen P.C., L.L.O., in Omaha, Nebraska; and
William E. Chipman, Jr., Esq., Edwards Angell Palmer & Dodge LLP,
in Wilmington, Delaware.

The formation of the Committee comes after to VeraSun filed before
the U.S. Bankruptcy Court for the District of Delaware a motion
reject contracts for the delivery of corn for the Debtors'
Janesville and Welcome Plants in Minnesota, effective after 10
days' notice.  Seventy-eight farmers and other corn suppliers
submitted objections to the proposal.

                 About VeraSun Energy Corporation

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -
- http://www.verasun.comor http://www.VE85.com/-- is a producer
and marketer of ethanol and distillers grains. Founded in 2001,
the company has a fleet of 16 production facilities in eight
states, with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No.: 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Receives Unsolicited Bid for All Assets
-------------------------------------------------------
VeraSun Energy Corporation, in a press release dated Nov. 24,
2008, said it recently received a non-binding unsolicited
indication of interest with respect to the purchase of
substantially all of its assets.  VeraSun, however, did not
disclose the identity of the interested party "due to
confidentiality considerations."

VeraSun said it intends to pursue the indication of interest to
its conclusion and evaluate other proposals it may receive in
accordance with its obligations as a debtor-in-possession under
Chapter 11 of the Bankruptcy Code.

The indication of interest, according to VeraSun, is subject to
significant conditions, and there can be no assurance that it
will result in the consummation of a transaction, that the
Company will receive any other offers or indications of interest,
that the Company will be able to complete any alternative
transaction or that any transaction or transactions would
generate proceeds sufficient to satisfy the claims of all of the
Company's stakeholders, VeraSun stated.

An Associated Press report dated Nov. 24, related that Poet
LLC chief executive officer Jeff Broin said the company is in
buy-out talks with a number of ethanol companies.  Poet, the
largest U.S. ethanol producer, has a network of 26 plants in
seven states producing over 1,000,000,000 gallons of ethanol
annually.  Mr. Broin did not offer any specific timetable and
mentioned no company names, AP said.  Poet is also based in Sioux
Falls, South Dakota.

Financial expert Neil Graff, KSFY.com related, said VeraSun is
likely on the shortlist of companies Poet is considering.
According to Mr. Graff, consolidation will help "the fragile
ethanol industry."  He continued, "[b]y merging together, the
companies will become a powerful force.  The price of ethanol
will stabilize and the price of E85 would drop."  However,
Mr. Graff noted that job cuts will follow after consolidation.

Bloomberg News reported on November 21, 2008, that corn futures
for December 2008 delivery fell 25.25 cents, or 6.9%, to $3.385 a
bushel on the Chicago Board of Trade.

                About VeraSun Energy Corporation

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -
- http://www.verasun.comor http://www.VE85.com/-- is a producer
and marketer of ethanol and distillers grains. Founded in 2001,
the company has a fleet of 16 production facilities in eight
states, with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No.: 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: South Dakota & Iowa Regulators to Probe Firm
------------------------------------------------------------
ArgusLeader.com reported on November 19, 2008, that VeraSun
Energy Corporation will be scrutinized by the South Dakota Public
Utilities Commission and several Iowa regulatory bodies.  The
report said the regulators will ask questions about the company's
long-term prospects.

The meeting will not be open to the public, the news agency said.

"There will be a lot of targeted questions where VeraSun is
concerned," PUC Chairman Gary Hanson told ArgusLeader.com.  "Many
of us are of the belief that is the only way we will get good
grasp of the parameter with which we're dealing."

"We have been monitoring VeraSun as well as the entire ethanol
industry . . . The PUC considers this could potentially create a
serious financial challenge for grain producers in South Dakota,"
Mr. Hanson continued.

From the Iowa Grain Indemnity Fund Board, spokesperson, Tess
Capps told ArgusLeader.com that the Board is "watching the whole
situation carefully."

According to the same report, VeraSun sent a letter to suppliers
on November 4 saying that the company can't pay for goods or
services provided or delivered before October 31, 2008.
FarmFutures.com said VeraSun offered corn farmers the spot market
price for corn.

              About VeraSun Energy Corporation

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -
- http://www.verasun.comor http://www.VE85.com/-- is a producer
and marketer of ethanol and distillers grains. Founded in 2001,
the company has a fleet of 16 production facilities in eight
states, with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No.: 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VINEYARDS PROPERTY: Files for Chapter 11 on Nov. 20
---------------------------------------------------
According to Bloomberg News, Vineyards Property LLC, the developer
of a proposed 582-home development in the wine country around
Ellensburg, Washington, filed a Chapter 11 petition on Nov. 20 in
Spokane to stop foreclosure.

The company estimated debts of up to $50 million.

The case is In re Vineyards Property LLC, 08-04858, U.S.
Bankruptcy Court, Eastern District of Washington (Spokane).


WASHINGTON MUTUAL: Settles $2.6-Mil. Claim vs. People's Choice
--------------------------------------------------------------
Judge Robert N. Kwan of the United States Bankruptcy Court for the
Central District of California, Santa Ana Division, approved a
settlement agreement between Washington Mutual Bank and the
Liquidating Trust of People's Choice Home Loan, Inc., settling
WaMu Bank's Claim No. 406 for $2,600,000 plus security interests
with respect to a certain Flexible Early Repurchase Facility and
Security Agreement.

Judge Kwan presides over the bankruptcy cases of People's Choice
and its affiliates currently pending in the California Bankruptcy
Court.

In June 2006, People's Choice entered into the Flex Agreement
with Concord Minutemen Capital Company, LLC, and the Security
Agreement dated February 12, 2007, with People's Choice Funding
Corporation.  WaMu Bank, as Concord's successor-in-interest to
the Flex Agreement and the Security Agreement, alleged that the
Agreements created in favor of Concord a security interest in
$13,000,000 of the $25,517,666 federal tax refund requested by
People's Choice from the United States government.  In February
2007, People's Choice received the Tax Refund proceeds, of which
$5,000,000 was paid to WaMu before March 2007.

As of March 20, 2007, People's Choice maintained these accounts
for WaMu Bank, each of which the Bank asserts is subject to its
right of set-off:

     Account No.                   Amount
     -----------                   ------
     188-338055-2      Allegedly holding about $428,304,
                       as WaMu Bank's operating account
                       setoff amount

     1883382318        Allegedly holding about $34,465,
                       as WaMu Bank's cash collateral

                 The WaMu Settlement Agreement

In connection with its asserted security interest in a portion of
the Tax Refund Proceeds, WaMu Bank claimed a security interest in
certain cash proceeds of the Collateral that were held by
People's Choice in certain of its Commingled Deposit Accounts.
Pursuant to an Adequate Protection Stipulation, WaMu Bank was
granted a replacement lien to adequately protect its alleged
interests in the Commingled Accounts.

WaMu Bank and People's Choice have subsequently entered into a
Settlement Agreement in an effort to (i) resolve WaMu Bank's
claims arising under the Commingled Accounts, (ii) determine and
allow WaMu Bank's secured obligations, and (iii) provisionally
resolve WaMu Bank's asserted right to offset the Set-off Amount.

Pursuant to the parties' Settlement Agreement, WaMu Bank will be
entitled to an Allowed $2,600,000 Secured Claim against People's
Choice on account of the funds in the Commingled Accounts, plus
(i) $170,350 of interest earned on the Claim through July 20,
2008, and (ii) interest at 4.5% per annum until the Funds are
paid to WaMu Bank.  People's Choice will satisfy the Allowed
Claim without delay.

In return, WaMu Bank agrees to assign to the People's Choice
Trusts all of its rights, claims and interests with respect to
the funds held in the Commingled Accounts.

Upon full and final payment of the Claim, WaMu Bank will release
any other claim against People's Choice.  However, to the extent
the funds held in the Commingled Accounts are used to pay
dividends or distributions to the People's Choice's unsecured
creditors, WaMu Bank does not assign or release its right to
receive dividends or distributions from the Funds on account of
any allowed remaining general unsecured obligations.  WaMu Bank
waives any and all rights with respect to the Release under
Section 1542 of the California Civil Code.

WaMu Bank may exercise, on a provisional basis and without
prejudice, its alleged right to offset the WaMu Setoff Amounts
under the Operating and Collateral Accounts, and may release to
itself the balance of Funds, with notice duly provided to the
Liquidating Trustee and the Post-Effective Date Committee under
the People's Choice Plan of Liquidation.

The Parties clarify that they are not determining the validity of
the balance of general unsecured obligations owed to WaMu Bank by
People's Choice, which will be calculated as the face amount of
Claim No. 406 minus the amount of the Secured Obligations
allowed.

                      About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Inc. Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: U.S. Trustee Opposes Support to WM Mortgage
--------------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for Region
3, argues that Washington Mutual Inc. and its debtor affiliates
should not be permitted to provide additional financial support
totaling $11.9 million in Washington Mutual, Inc.'s funds to WM
Mortgage Reinsurance Company, Inc., its wholly owned non-debtor
subsidiary, to cure the capital deficiency on WMMRC's Reinsurance
Agreement with Genworth Mortgage Insurance Corporation.

The Debtors have admitted that their request for authority to make
a capital contribution to WMMRC in the initial amount of
$7.4 million is "a use outside of the ordinary course of the[ir]
business," Ms. DeAngelis notes.

If that is the case, Ms. DeAngelis points out, before the Debtors
are authorized to infuse additional amounts into WMMRC, they must
serve further "notice to all parties required to be served with
the request and a hearing before [the] Court."

Ms. DeAngelis reserves the right to be heard on the merits of the
initial request for authority to use $7.4 million to cure WMMRC's
Capital Deficiency in the Genworth Trust.

The Debtors have asked the U.S. Bankruptcy Court for the District
of Delaware for approval to inject to WM Mortgage Reinsurance
Company, Inc., its wholly owned non-debtor subsidiary,
$11.9 million in WaMu's funds to cure the capital deficiency on
WMMRC's Reinsurance Agreement with Genworth Mortgage Insurance
Corporation.

The Debtors previously sought the Court's permission to invest
$7.4 million in.  Following the "recent increase of the Capital
Deficiency in the Genworth Trust," the Debtors need to increase
their proposed investment to WMMRC to $11.9 million, Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, says.

According to Mr. Collins, the Genworth Trust has a net present
value of $46 million to $65 million on a run-off basis.  However,
he says, the value of the Trust will be substantially diminished
(i) if Genworth elects to terminate the Reinsurance Agreement on
a cut-off basis, and (ii) if WMMRC fails to cure the Capital
Deficiency by December 12, 2008, in the approximate amount of
$11.9 million.

Essentially, termination on a cut-off basis will eliminate
WMMRC's ability to collect premiums or retain investment income
to offset future losses, Mr. Collins points out.

As WMMRC does not have sufficient capital to satisfy the Capital
Deficiency on its own, WaMu's provision of the $11.9 million fund
is necessary to preserve the value of the Genworth Trust, Mr.
Collins avers.

Mr. Collins tells the Court that authorizing the Debtors to
provide financial support, as needed, will enable WMMRC to
sustain its current run-off status for all of its Trusts, and
anticipate an aggregate value of between $330 million and
$395 million.

Should WMMRC fail to cure future capital deficiencies, the
existing Trust assets would likely be used to satisfy all
existing and future liabilities, thereby eliminating
substantially all value for WMMRC and ultimately, for WaMu's
creditors, Mr. Collins avers.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Inc. Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: Wants Protocol for Sale of SCF Investments
-------------------------------------------------------------
Washington Mutual, Inc., informs the U.S. Bankruptcy Court for the
District of Delaware that it has ascertained to liquidate (i)
certain investments held by its "Strategic Capital Fund," which
comprised of certain equity interests and (ii) its interest, as a
limited partner in 10 venture capital funds.

                      The LP Investments

WaMu is a limited partner in 10 venture capital funds, each of
which is governed by a limited partnership agreement that
required WaMu to contribute $36.5 million in the aggregate.

As of November 21, 2008, WaMu has contributed approximately
$27.8 million under the LP Agreements:

                            Initial                   Amount
                           Investment    Amount    Contributed
LP Investment                 Date      Committed    To Date
-------------              ----------   ---------  -----------
ARCH Venture Fund V, L.P.  10/18/2000  $3,000,000   $2,865,000

Arrowpath eCommerce
Fund II, L.P.              05/09/2000   5,000,000    4,250,000

Digital Partners III, L.P. 06/30/2000     880,000      809,056

Financial Technology
Ventures (Q), L.P.         07/31/1998   5,000,000    5,000,000

Financial Technology
Ventures II (Q), L.P.      12/13/2000   5,000,000    4,800,000

Financial Technology
Ventures III               03/01/2007  10,000,000    3,300,000

Madrona Venture Fund
1-A, L.P.                  11/16/1999   3,000,000    2,940,000

Madrone Venture Fund
III, L.P.                  07/21/2005   1,000,000      460,000

Maveron Equity Partners
2000, L.P.                 12/17/1999   2,618,182    2,487,267

Northwest Venture Partners
III, L.P.                  01/07/2000   1,000,000      898,678

                    Preferred & Common Stock

WaMu, through the Strategic Capital Fund, also holds these equity
interests:

  (a) Series A and Series B preferred stock of WaveLink
      Corporation, in the face amount of $1 million and $4.35
      million;

  (b) Series E preferred stock of Financial Engines, Inc., in
      the face amount of $5 million; and

  (c) Common Stock of Isilon Systems, Inc.

The SCF is an asset of WaMu and is not a separate legal entity.
Capital contributions by WaMu to investments held by the SCF are
funded from WaMu's general operating accounts.

                 Capital Contribution Process

Each LP Investment activity is directed by Fund's general
partner, which identifies and determines favorable investment
opportunities.  The General Partner will request that limited
partners, including WaMu, to contribute capital to the
partnership to finance the Investment.

When a Capital Call is made, the Limited Partner is required to
remit requested funds to the General Partner in an amount not to
exceed their Capital Commitment.  A limited partner's failure to
satisfy a Capital Call may impact the value of the limited
partner's investment.

                         Sale Procedures

Against this backdrop, WaMu seeks to liquidate the Investments.
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that WaMu has begun to solicit
offers for the purchase of the Investments, in whole or in part,
from other limited partners and other interested parties.

To ensure maximum value for, and to allow the expeditious sale
of, the Investments, WaMu proposes certain Sale Procedures:

  (1) WaMu will provide a Sale Notice of each proposed
      Investment Sale to the U.S. Trustee, counsel for the
      Official Committee of Unsecured Creditors, and counsel to
      the Noteholders Group.  The Sale Notice will specify (i)
      the Investments to be sold, (ii) the identity of the
      purchaser and its relationship with the Debtors, and (iii)
      the major terms and conditions of the Proposed Sale.

  (2) In the event the Proposed Purchaser is an insider, the
      Sale Notice will identify the Insider and its relationship
      to the Debtors, as well as the measures taken to ensure
      the fairness of the Sale process and the Proposed
      Transaction.

  (3) Objections, if any, must be filed with the Court and
      served on the Notice Parties and the Debtors' counsel,
      specifying the grounds for the Objection, five days after
      the date of the delivery of the Sale Notice to the Notice
      Parties.

  (4) Absent any Objections, the Debtors may consummate the
      Proposed Sale.

  (5) If any material terms of a Proposed Sale is amended after
      the Sale Notice has been served, the Debtors will serve a
      revised Sale Notice describing the amendment, and the
      Notice Period will be extended for five days.

  (6) The Debtors may consummate a Proposed Sale prior to the
      expiration of the Notice Period, if the Debtors obtain
      written consent to the Proposed Sale from each Notice
      Party.

  (7) Any objection to the Proposed Sale will be deemed to be a
      request for a hearing, which will be set on the next
      scheduled omnibus hearing on the Debtors' cases.  The
      Proposed Sale may not proceed absent written Objection
      withdrawal or Court order approving the Proposed Sale.

  (8) The Proposed Sale Procedures will not prevent the Debtors
      from seeking the Court's approval of any Proposed Sale at
      any time, upon notice and hearing.

The Debtors note that the LP Agreements' imposition of default
interest and provisions relating to the diminution of invested
capital value upon failure to satisfy Capital Calls constitutes a
violation of the automatic stay as imposed by Section 362 of the
Bankruptcy Code.

In this regard, the Debtors reserve all rights to take immediate
action to preserve the Investment value either by satisfying the
outstanding Capital Calls after providing the Creditors Committee
with three business days written notice, or by sale of the
Investments pursuant to the Proposed Sale Procedures.

The Debtors do not believe that any liens, claims or encumbrances
on the Investments exist.

By this motion, the Debtors seek Judge Walrath's authority to
sell the Investments, free and clear of all liens, if any, and in
accordance with the Proposed Sale Procedures, without the need to
obtain further Court approval.


WELLS FARGO: Moody's Cuts Ratings on 77 Tranches From 15 Deals
--------------------------------------------------------------
Moody's Investors Service has downgraded seventy-seven tranches
and confirmed fifteen tranches from fifteen jumbo transactions
issued by Wells Fargo Mortgage Backed Securities Trust in 2006 and
2007.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, prime Jumbo mortgage loans.  The
actions are triggered by higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to currently available credit enhancement levels.  The
actions reflect Moody's revised expected losses on the Jumbo
sector announced in a press release on Sept. 18, and are part of
Moody's on-going review process.

Moody's final rating actions are based on current ratings, level
of credit enhancement, collateral performance and updated pool-
level loss expectations. Moody's also took into account credit
enhancement provided by seniority, cross-collateralization, time
tranching, and other structural features within the Aaa
waterfalls.

Complete rating actions are:

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR1 Trust

  -- Cl. I-A-1, Downgraded to Baa1 from Aaa
  -- Cl. II-A-1, Downgraded to Aa3 from Aaa
  -- Cl. II-A-2, Downgraded to Aa2 from Aaa
  -- Cl. II-A-3, Downgraded to Aa3 from Aaa
  -- Cl. II-A-4, Downgraded to Aa3 from Aaa
  -- Cl. II-A-5, Downgraded to Aa3 from Aaa
  -- Cl. II-A-6, Downgraded to Baa2 from Aaa
  -- Cl. B-1, Downgraded to B3 from Aa2
  -- Cl. B-2, Downgraded to Caa1 from A2
  -- Cl. B-3, Downgraded to Caa2 from Baa1
  -- Cl. B-4, Downgraded to Caa3 from Ba2

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR5 Trust

  -- Cl. I-A-1, Downgraded to Baa3 from Aaa
  -- Cl. I-A-2, Downgraded to Caa1 from Aa1
  -- Cl. II-A-1, Downgraded to Baa1 from Aaa
  -- Cl. II-A-2, Downgraded to Caa1 from Aa1
  -- Cl. B-1, Downgraded to Caa3 from Aa2
  -- Cl. B-2, Downgraded to Ca from A2
  -- Cl. B-3, Downgraded to Ca from Baa2

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR6 Trust

  -- Cl. I-A-1, Downgraded to Aa3 from Aaa
  -- Cl. II-A-1, Confirmed at Aaa
  -- Cl. II-A-2, Downgraded to A2 from Aaa
  -- Cl. III-A-1, Downgraded to Aa1 from Aaa
  -- Cl. III-A-2, Downgraded to A2 from Aaa
  -- Cl. IV-A-1, Confirmed at Aaa
  -- Cl. IV-A-2, Downgraded to A2 from Aaa
  -- Cl. V-A-1, Confirmed at Aaa
  -- Cl. V-A-2, Downgraded to A1 from Aaa
  -- Cl. VI-A-1, Confirmed at Aaa
  -- Cl. VI-A-2, Downgraded to A1 from Aaa
  -- Cl. VII-A-1, Confirmed at Aaa
  -- Cl. VII-A-2, Downgraded to A1 from Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR7 Trust

  -- Cl. I-A-1, Downgraded to A3 from Aaa
  -- Cl. I-A-2, Downgraded to Ba3 from Aa1
  -- Cl. II-A-1, Downgraded to A1 from Aaa
  -- Cl. II-A-2, Downgraded to Aa2 from Aaa
  -- Cl. II-A-4, Downgraded to Aa3 from Aaa
  -- Cl. II-A-5, Downgraded to A1 from Aaa
  -- Cl. II-A-6, Downgraded to A1 from Aaa
  -- Cl. II-A-3, Downgraded to A1 from Aa1
  -- Cl. II-A-7, Downgraded to Ba3 from Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR8 Trust

  -- Cl. I-A-1, Downgraded to Aa1 from Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR12 Trust

  -- Cl. I-A-1, Downgraded to A3 from Aaa
  -- Cl. I-A-2, Downgraded to Ba3 from Aa1
  -- Cl. II-A-1, Downgraded to Aa1 from Aaa
  -- Cl. II-A-2, Downgraded to A1 from Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR14 Trust

  -- Cl. I-A-1, Downgraded to A1 from Aaa
  -- Cl. I-A-2, Downgraded to Aa2 from Aaa
  -- Cl. I-A-3, Downgraded to Aa1 from Aaa
  -- Cl. I-A-4, Downgraded to Aa3 from Aaa
  -- Cl. I-A-5, Downgraded to Aa1 from Aaa
  -- Cl. I-A-6, Downgraded to Aa1 from Aaa
  -- Cl. I-A-7, Downgraded to Aa2 from Aaa
  -- Cl. I-A-8, Downgraded to A2 from Aa1
  -- Cl. I-A-9, Downgraded to Aa2 from Aaa
  -- Cl. I-A-10, Downgraded to Aa2 from Aaa
  -- Cl. II-A-1, Downgraded to A3 from Aaa
  -- Cl. II-A-2, Downgraded to A3 from Aaa
  -- Cl. II-A-3, Downgraded to A3 from Aaa
  -- Cl. II-A-4, Downgraded to Ba3 from Aa1
  -- Cl. III-A-1, Downgraded to Aa1 from Aaa
  -- Cl. III-A-2, Downgraded to A2 from Aa1
  -- Cl. III-A-3, Downgraded to Aa1 from Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR15 Trust

  -- Cl. A-1, Downgraded to Aa2 from Aaa
  -- Cl. A-3, Downgraded to Baa1 from Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR16 Trust

  -- Cl. A-1, Downgraded to Aa2 from Aaa
  -- Cl. A-IO, Downgraded to Aa2 from Aaa
  -- Cl. A-2, Downgraded to A2 from Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR18 Trust

  -- Cl. I-A-1, Downgraded to Aa2 from Aaa
  -- Cl. I-A-IO, Downgraded to Aa2 from Aaa
  -- Cl. I-A-2, Downgraded to A2 from Aa1
  -- Cl. II-A-1, Downgraded to A2 from Aaa
  -- Cl. II-A-IO, Downgraded to A2 from Aaa
  -- Cl. II-A-2, Downgraded to Ba3 from Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR19 Trust

  -- Cl. A-1, Confirmed at Aaa
  -- Cl. A-2, Confirmed at Aaa
  -- Cl. A-3, Confirmed at Aaa
  -- Cl. A-4, Confirmed at Aaa
  -- Cl. A-5, Confirmed at Aaa
  -- Cl. A-6, Confirmed at Aaa
  -- Cl. A-7, Downgraded to Aa3 from Aaa
  -- Cl. A-8, Confirmed at Aaa
  -- Cl. A-IO, Confirmed at Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2007-AR3 Trust

  -- Cl. A-1, Downgraded to Baa2 from Aaa
  -- Cl. A-2, Downgraded to Baa3 from Aaa
  -- Cl. A-3, Downgraded to Baa3 from Aaa
  -- Cl. A-4, Downgraded to Baa3 from Aaa
  -- Cl. A-5, Downgraded to B3 from Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2007-AR7 Trust

  -- Cl. A-1, Downgraded to Ba2 from Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2007-AR8 Trust

  -- Cl. A-1, Downgraded to Ba2 from Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2007-AR9 Trust

  -- Cl. A-1, Confirmed at Aaa
  -- Cl. A-2, Downgraded to A2 from Aaa
  -- Cl. A-IO, Confirmed at Aaa

Moody's calculates estimated losses for Jumbo RMBS in a two-stage
process.  First, serious delinquencies are projected through late
2009, primarily based upon recent historical performance.  These
projected delinquencies are converted into projected losses using
lifetime roll rates (the probability of transition to default)
averaging 40% for 60-day delinquencies, 75% for delinquencies
greater than 90 days, and 90-100% for foreclosure or REO, and
severity assumptions averaging 35%.

The second step is to determine losses for the remaining life of
the deal, following the projection period.  Depending on a deal's
performance, including delinquency, default, and prepayment rates,
as well as collateral characteristics, such as loan type (fixed or
adjustable), or loan-to-value ratios and geographic concentrations
of remaining current loans, Moody's assumes varying degrees of
slowing in the loss rate (which is measured by loss-to-
liquidation) for the remaining life of the deal.  Typical degrees
of slowing in loss rate after late 2009 range from no slowing at
all to 40% slowing.  To take an example, a deal with very poor
early performance due to relatively high loan-to-value ratios and
dropping regional home values would be expected to see markedly
high delinquency and loss rates for the next year.  But the high
rate of losses may be expected to slow afterwards, as economic
factors and real estate values begin to stabilize, and a slowing
of 20-40% may be used in the projection.

On the other hand, a deal with stronger early performance that is
demonstrating relative resiliency in the current market
environment may not be expected to have high losses in the near-
term, but may be expected to sustain a similar level of losses for
the life of the deal, as the pool continues to be subject to
factors that have more historically driven prime performance such
as borrower life events, unemployment, and so on.

Loss estimates are subject to variability and, as a result,
realized losses could ultimately turn out higher or lower than
Moody's current expectations.  Moody's will continue to evaluate
performance data as it becomes available and will assess the
pattern of potential future defaults and adjust loss expectations
accordingly if necessary.


* 76% of Supplier Execs. Back Gov't Bailout for GM, Says PPI
------------------------------------------------------------
In a spot survey last week of 270 supplier executives representing
185 companies, 76% said they support a federal government bailout
of General Motors.  Without it, they said they'd have to downsize
or close, resulting in over 275,000 people losing jobs at their
companies.

While the survey focused on GM, 71% also favored government
support for Ford Motor Company, but only 54% felt Chrysler
deserved help.  Overall, 41% of the suppliers indicated that GM
troubles could be attributed to top management, 40% to the UAW,
and 19% to the federal government itself.

The Pulse Survey was undertaken by Planning Perspectives, a
Birmingham Michigan consultancy that specializes in buyer-supplier
relations in the automotive and other industries. It was conducted
Nov. 20-21 and included suppliers headquartered in 12 Midwestern
and Southern states.

The top three reasons why suppliers favored a GM bailout were:

   -- 34% felt that the potential negative economic impact of a
      GM failure on the country is too great to allow to happen;

   -- 25% felt that the automotive industry deserves rescue just
      like the financial industry;

   -- Nearly 20% indicated that bankruptcy is not a viable option
      for GM.

When the 24% of the suppliers who did not favor a GM federal
government bailout were asked why they opposed the bailout, they
gave these responses:

   -- 35% said that bankruptcy is a better option than a
      Government bailout, principally because GM could renegotiate
      labor contracts and rid itself of unnecessary dealerships
      without concern for state franchise laws;

   -- 35% felt that GM would get into financial trouble again and
      need more money;

   -- 12% felt that the government bailout will have too many
      strings attached to it.

In response to what was most likely to happen to their company if
GM declared bankruptcy:

   -- 68% indicated that their company would have to downsize;
   -- 9% said they would more than likely go out of business;
   -- 3% said they definitely would go out of business.

These 185 suppliers indicated that a GM bankruptcy would result
in over 275,000 people losing their jobs at their companies.

Typical supplier comments about the various issues:

On the roles of the GM management, the UAW, and the federal
government in creating the conditions that have lead to the
current crisis:
"GM was clearly on the path to restructuring until the double
whammy of a rapid rise in the price of oil followed by the
financial/credit market meltdown.  None of the automakers would be
in the mess they are in today had the government acted on the need
to reduce our dependence on foreign oil that was identified in the
seventies after the Arab oil embargoes, the need for a national
energy policy highlighted at the same time, and the need for a US
manufacturing strategy to preserve the leading edge competence we
once enjoyed."

"The real cause of the OEMs' current situation is the economy and
the credit crisis.  People can't get credit and therefore aren't
buying vehicles.  It's as simple as that and who is responsible
for that?"

On the difference in attitude regarding a bailout of GM and Ford
vs Chrysler:

"It is clear to me that the Big 3 have not done a good job to
explain the concessions that they have achieved with the UAW for
the future, the improvements in quality and their tireless effort
to improve fuel economy for the future.  This is clearly not a
management issue as Toyota is facing the same production cuts and
losses in North America.  It is my belief that GM and Ford have
done a great job to turnaround the measurable objectives, the
culture and future structural costs.  Unfortunately, I don't see
the same results from Chrysler and their quality, technology and
fuel economy are the worst in the industry.  Based on these
parameters and the structural issues of the industry I believe
that Chrysler should be left to Chapter 11."

In support of GM:

"Did we forget GM was responsible for getting the economy back
after 9/11 or its importance during WW II? The ramifications of
GM going out of business would be so dynamic it would trigger a
depression.  Washington, wake up! You are selling our
manufacturing base down the drain.  You are partly responsible for
this event. You have supported foreign investors and turned your
back on the Domestics.  Your CAFE standards and other government
mandates have helped put the Domestic auto makers where they are
today."

                             About PPI

Since 1990, Birmingham, Michigan-based Planning Perspectives, Inc.
has specialized in developing and implementing in-depth surveys of
suppliers for the automotive OEMs and Tier 1 suppliers, and
companies in numerous other service and manufacturing industries
worldwide, including, aircraft engine, computer, construction
tools, electronics, energy, and food industries.


* Butler Rubin Launches Bankruptcy and Insolvency Practice
----------------------------------------------------------
Recognized bankruptcy lawyers Neal Wolf and Jerry Munitz have
joined Butler Rubin Saltarelli & Boyd LLP and will launch a
Business Reorganization, Bankruptcy and Insolvency practice at the
firm.

Earlier in their careers, Messrs. Wolf and Munitz worked together
at Winston & Strawn and will reunite their practice at Butler
Rubin.  Mr. Wolf was a partner at Katten Muchin and Munitz was of
counsel at Goldberg Kohn.

"It is an honor to have attorneys of [Messrs. Wolf's and Munitz']
caliber join our team," said named-partner Jim Rubin.  "Both are
nationally recognized as leaders in the field.  In addition to
adding a practice that we expect to be in demand, the BRBI
practice will provide opportunities to grow and enhance our
existing practice areas."

The move adds practice depth to Butler Rubin's boutique law firm
approach, allowing the firm to offer clients five specific areas
of legal practice -- reinsurance, antitrust, products
liability/mass tort, bankruptcy and complex business litigation.

Mr. Wolf will join Butler Rubin as a partner.  He focuses his
practice in the areas of bankruptcy, business reorganizations,
workouts, and commercial litigation.  His diverse insolvency and
bankruptcy practice has involved the representation of secured and
unsecured creditors, creditors' committees, debtors, trustees,
lessors, and purchasers of stock or assets of insolvent entities.

He has represented VMS Realty in its $9 billion out of court
workout and HA-LO Industries, Inc. in its Chapter 11 case.  His
creditors committee representations have included UNR Industries,
Inc., the first of the asbestos disease driven bankruptcy cases.
He represented an unofficial committee of thousands of claimants
in the Chapter 11 case involving pharmaceutical giant A.H. Robins,
a case impelled by claims arising from the sale of the birth
control device known as the Dalkon Shield.  A graduate of
Princeton University (1970), he received his law degree from the
University of Chicago Law School in 1974.

Mr. Munitz serves as of counsel to the firm. His practice is
focused exclusively on commercial insolvency law.  He has
represented financial institutions holding fully secured,
undersecured and unsecured claims in out-of-court restructurings
and chapter 11 cases. In addition, he has represented lessors of
real and personal property, defendants in voidable transfer
actions, and parties desiring to acquire the assets of financially
distressed businesses.  He formerly had extensive experience as
debtor's counsel in such major chapter 11 cases as North American
Car Corporation, AM International Inc., Pettibone Corporation,
Kroh Brothers Inc. and the Kassuba entities.  He and Mr. Wolf
teamed up in the VMS and UNR cases.  He is a graduate of the
University of Michigan (1955), and received his law degree from
the University of Chicago Law School in 1960.

             About Butler Rubin Saltarelli & Boyd LLP

Formed in 1980, Chicago-based Butler Rubin Saltarelli & Boyd LLP -
- http://www.butlerrubin.com/--  has established itself as a
known litigation boutique assisting clients nationally and
internationally in the core practice areas of reinsurance and
commercial litigation, including antitrust, competition law and
opt-out antitrust litigation; business reorganization, bankruptcy
and insolvency; and products liability and mass tort matters.


* Ford's Rating Cut Cues S&P's Junk Ratings on Michigan Automakers
------------------------------------------------------------------
With Standard & Poor's Ratings Services' Nov. 20 downgrade of Ford
Motor Co., all three Michigan-based automakers are now rated
'CCC+' and have negative outlooks.  This rating indicates that S&P
believes the possibility has increased that one or more of the
U.S.-based automakers could eventually default, perhaps within the
next 12 months.

S&P lowered General Motors Corp. and Ford out of investment grade
on May 5, 2005, and both companies had been in the 'B' rating
category for more than two years, and in GM's case, nearly three
years. S&P assigned Chrysler LLC a 'B' corporate credit rating and
a negative outlook in July 2007, upon its sale by Daimler AG.

According to a report just published on RatingsDirect, titled
"Reflecting Default Risk, All U.S. Automaker Ratings Are Now
CCC+/Negative/--, Despite Differences In Liquidity,"we believe the
timeframe for determining the domestic automakers' survival has
accelerated in the past 60 days amid the deepening financial
market crisis and worsening consumer confidence, and S&P now
thinks the next few quarters will be the most critical period.

"We expect the ongoing capital market turmoil and depressed sales
and production levels to be significant negatives for the domestic
automakers for the foreseeable future," said Standard & Poor's
credit analyst Robert Schulz.  S&P now expects U.S. light-vehicle
sales of 13.3 million units in 2008--the lowest level in 15 years-
-and 12.3 million units in 2009, down from 16.1 million in 2007.
S&P does not expect the more recent shift in demand away from
large pickups and SUVs to reverse, despite the recent drop in
gasoline prices.

In addition, 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.


* Moody's Says Newspaper Industry Outlook Remains Negative
----------------------------------------------------------
Moody's Investors Service's outlook on the newspaper industry's
credit fundamentals remains negative, based on the expectation
that advertising revenue will continue to drop as the economy
slows in the year ahead and online advertising continues to take
share.

"Advertising revenue trends and liquidity issues are likely to be
the primary rating drivers for newspaper companies over the next
12-18 months," says Moody's VP-Senior Analyst John Puchalla.
The downturn in the economy, combined with the long-term shift
from away from print advertisements, could put some newspaper
publishers in dire straits in 2009, says Moody's.

Overall, falling advertising revenues both nationally and locally
are putting increasing pressure on cash flow, says Mr. Puchalla.
"Thus, companies' ability to maintain sufficient liquidity will by
the key to sustaining existing capital structures through the
current economic downturn."

The negative outlook for newspaper-ad revenue has worsened in the
past six months as bleak data on the economy mounts, says Moody's.
Rising job losses, the weak housing market and tighter credit
availability raise concerns that consumer spending will weaken
further, extending and deepening the economic downturn.

"In addition, default risk is high for highly leveraged newspaper
companies," says Mr. Puchalla, "although we expect some newspaper
publishers to default in 2009, the ones that do are most likely to
restructure their debt, rather than close shop."

However, a more enduring operational legacy of the current
downturn could be the damage done to newspaper brands through
newsroom cuts, says Moody's.  Companies are trying to reduce costs
without cutting back the staff that creates the core product, but
a very weak revenue environment could make that difficult.

Longer term, Moody's believes the industry will eventually
deleverage, either by reducing debt with free cash flow or by way
of bankruptcy filings.  At that point, debt will likely stay at
lower levels to make the industry a viable one.


* Moody's Says Transit Systems to Get Less SILO/LILO Payments
-------------------------------------------------------------
While many U.S. transit systems remain exposed to potentially
sizeable termination payments related to the possible unwinding of
sale-in, lease-out and lease-in, lease-out transactions, many
large termination payments are likely to be deferred or
renegotiated to lesser amounts, says Moody's Investors Service in
a new report.

A negotiated settlement is important because a number of US mass
transit systems, in need of the cash payment and with assets of
significant value and useful life left for depreciation, entered
into SILO and LILO transactions with private firms or equity
investors and secured the lease payments and future tax benefits
due to the equity investors.  They did so with some form of credit
enhancement such as a letter of credit, a guaranty, or a
guaranteed investment contract from a financial institution.  Many
of those institutions have since been downgraded below required
minimum rating thresholds during the ongoing credit crisis.

"Despite being a significant challenge for many transit issuers,
it appears that most are successfully negotiating extensions for
replacement of credit enhancement providers, negotiating
alternative resolutions to avoid potentially sizeable termination
payments, or some combination of both," said Moody's Assistant
Vice President Shawn O'Leary, author of the report.  "While
transit issuers continue to lobby the U.S. Treasury for an
industry-wide solution to address these exposures, this
possibility seems uncertain at best."

Given that continuing efforts by issuers are likely to
substantially reduce termination payments over the coming weeks
and months, Moody's has not yet taken any negative rating action
based on the possible unwinding of SILO and LILO transactions.
This is because all Moody's-rated bond obligations of transit
systems have a senior claim on pledged revenues, and bond debt
service should not be impaired by termination or settlement
payments.

Under the SILO and LILO agreements, the mass transit system leases
or conveys assets such as rolling stock, buildings and other
depreciable assets to an equity investor in exchange for up-front
payments.  The equity investor then leases the assets back to the
transit system and reports the depreciation on the assets and
interest on any loans used to acquire them as a means of reducing
its federal tax liability.

"If the ratings of the financial institution or insurer are
lowered below certain rating thresholds, the counterparty
financial institution has the option to accelerate future lease
payments or tax benefits or both," explained Mr. O'Leary.  "This
can be avoided if the transit system secures an acceptable form of
liquidity or a substitute credit guarantee provider."

While SILO and LILO termination payments would be subordinate to
bond payments, termination payments could still result in some
decline in affected issuers' liquidity or increased indebtedness,
said the analyst.

"In a small number of cases where issuers might not be able to
resolve their termination exposures on satisfactory terms a
negative rating action might be warranted," said Mr. O'Leary.  "In
these cases, if an issuer's exposure far exceeds its financial
resources, it may be necessary to make sizeable cuts in service,
delay capital projects, or issue additional debt to pay large
termination payments."

He said the alternative solutions now under consideration are
likely to come at some liquidity or indebtedness cost for many
issuers, and, therefore, Moody's will continue to assess the
impact any settlements might have on issuers' financial health,
operations and debt profile.

"The recent settlement involving the Washington Metropolitan Area
Transit Authority -- WMATA -- and KBC bank was a favorable
development for affected issuers in that it could encourage other
equity investors to renegotiate termination payments to lower
levels that do not materially harm the credit position of the
municipal issuer," said Mr. O'Leary.

He said it is unclear how effective a move by the Treasury would
be in curing technical defaults.  "If a federal solution is not
forthcoming, Moody's expects that most issuers will continue to
find ways to individually renegotiate or adjudicate their
termination exposures to a reduced level that will result in
little or no credit weakening," said Mr. O'Leary.


* Seyfarth Shaw Adds 14 Lawyers to Business Services Department
---------------------------------------------------------------
Seyfarth Shaw LLP's New York office has deepened its Business
Services Department bench with the addition of a team consisting
of nine corporate and finance lawyers, four trusts and estates
lawyers and one real estate lawyer.  Stanley E. Bloch, Lawrence B.
Brownridge, E. Ann Gill, Joel M. Handel, Christopher J. Lagno,
Andrew Lucano, William B. Norden and David M. Warburg join the
firm as partners.  Douglas F. Allen, Jr. and Eric D. Martins join
the firm as Of Counsel.  Yoni Frider, Ying Li, Lawrence D.
Mandelker and Ani C. Manoukian will join the firm as associates.
All were previously with Thelen LLP.

"This talented group of transactional lawyers complements our
existing business services capabilities in the New York market,"
said J. Stephen Poor, chair and managing partner of Seyfarth Shaw.
"Filling out this part of our practice mix in New York has been
part of the strategic vision for our firm and we've found a gifted
group of lawyers to help us realize this goal."

"Our new colleagues in New York join us just a month after we were
able to welcome a strong team of both real estate and corporate
and finance lawyers on the West Coast," said Edward J. Karlin,
chair of the firm's Business Services Department.  "With our
existing corporate and real estate lawyers nationally and the
newest members of the group on both coasts, Seyfarth Shaw is well
positioned to help our clients seize opportunities emanating from
the Emergency Economic Stabilization Act and related government
actions during this turbulent economic cycle."

"This team of adroit lawyers adds a vibrant transactional mix to
our office that continues to thrive even in this tough economic
environment," said John P. Napoli, co-managing partner of the
firm's New York office and Chair of the firm's Tax Practice Group.
"In addition to increasing our corporate and finance capacity in
New York, we now offer a robust trusts and estates practice, which
is a completely new offering for our office.  Our new colleagues
also share the premium we place on teamwork and they're a good fit
with the culture of our firm."

"My colleagues and I are delighted to join Seyfarth Shaw's team
of talented business services lawyers both here in New York and
across the country," said Bloch.  "We look forward to a prodigious
future at our new home and look forward to helping grow our firm's
presence in the corporate arena in New York."

                        Attorney Biographies

Douglas F. Allen, Jr. (Of Counsel) practices sophisticated estate
planning for high net-worth individuals and families.  He also is
actively engaged in the general representation of tax-exempt
organizations, with a primary emphasis on tax-and contribution
planning.  Mr. Allen received his A.B. from Harvard University,
his M.B.A. from Columbia Business School and his J.D. from
Columbia Law School.

Stanley E. Bloch (Partner) focuses on corporate transactions and
is known for providing corporate legal services (including M&A
transactional services) to the telecommunications industry.
He has devoted a substantial portion of his career to serving the
cable television, wireless telephone and paging industries.
Mr. Bloch's practice includes mergers and acquisitions, sales,
disposition and financing with an emphasis in intellectual
property and information technology.  He is an alumnus of Ohio
University where he earned his B.B.A., and he earned his J.D. at
Case Western Reserve University School of Law and his LL.M.
(Taxation) at New York University School of Law.

Lawrence B. Brownridge (Partner) has extensive experience in
representing domestic and foreign developers and institutional
lenders in the development, leasing and financing of office
buildings, hotels, shopping centers, sports facilities,
condominiums, cooperatives, apartment buildings, mixed use
complexes, vacant land and warehouses.  He earned his B.A. (with
honors) from Tulane University and his J.D. from Tulane Law
School.
Yoni Frider (Associate) is a member of the Corporate & Finance
Practice Group.  Prior to practicing law in the United States,
Frider was an associate at an Israeli firm where he represented
private and public companies in corporate and real estate matters.
He received his B.A. (cum laude) from Haifa University, an LL.B.
from Tel-Aviv University School of Law and he earned his LL.M.
from Fordham University School of Law.

E. Ann Gill (Partner) has a broad background in corporate finance,
including debt and equity private placements, private acquisitions
and acquisition financing, public tax-exempt financing, off
balance sheet leases and debt, equity and lease workouts,
restructurings and recapitalizations.  Her clients include private
equity funds, pension funds and foundations and other taxable and
tax-exempt investors and investment vehicles.  She earned her B.A.
from Barnard College, Columbia University and her J.D. from
Columbia Law School where she was Harlan Fiske Stone Scholar.

Joel M. Handel (Partner) practices corporate law, including
mergers, acquisitions, dispositions and consolidations.  He has a
formal background and training in accounting and tax law and is
uniquely qualified to structure, negotiate and conclude a variety
of complex financial business transactions.  Mr. Handel is
routinely involved in corporate, finance and securities matters,
including corporate reorganizations, restructurings and family
businesses, including generation transfers.  He has concentrated
his law practice on advising consumer products companies, with a
special emphasis on the toy industry.  Mr. Handel is recognized
for his role in legal representation of major toy manufacturers.
Mr. Handel is an alumnus of the Wharton School of the University
of Pennsylvania where he earned his B.S. and he earned his J.D. at
Columbia Law School.

Christopher J. Lagno (Partner) has thirty years of experience
handling trusts and estates.  He represents individuals in
sophisticated estate and tax planning matters well as in the
preparation of wills and all types of trust agreements.  He serves
as legal counsel to executors and trustees in all facets of the
administration of simple and complicated estates and trusts.
Mr. Lagno earned his B.A. (summa cum laude) from State University
of New York at Albany, his J.D. from Albany Law School and his
LL.M. from New York University School of Law.

Ying Li (Associate) is a member of the firm's Corporate & Finance
Practice Group. She received her LL.B. (International Financial
Law) from Sun Yat-Sen University School of Law where she also
earned her First Year Master of Private International Law.  She
earned her LL.M. from Indiana University School of Law and her
J.D. from Cornell Law School.

Andrew Lucano (Partner) concentrates his practice in representing
clients in mergers and acquisitions, general corporate and
securities matters.  Mr. Lucano represents both sellers and buyers
in a range of M&A transactions, with a particular focus in the
communications industry representing cable operators and financial
entities in the sale and purchase of cable systems located
throughout the country.  He also has experience in securities law
compliance and corporate governance matters and advises public
companies regarding periodic reporting obligations and other
Securities and Exchange Commission related matters.  Mr. Lucano
received his B.S. (cum laude) from State University of New York at
Albany and he earned his J.D. (cum laude) from St. John's
University School of Law.

Lawrence D. Mandelker (Associate) represents clients in estate
planning matters, focusing on asset preservation and minimization
of estate, gift and income taxes, and by preparing Wills and Trust
Agreements.  He also represents clients in individual as well as
fiduciary capacities regarding probate matters, the administration
of estates and trusts, and in estate and trust litigation. He
received his B.A. from Columbia University, his J.D. from Benjamin
N. Cardozo School of Law and his LL.M. (Taxation) from New York
University School of Law.

Ani C. Manoukian (Associate) concentrates her practice
representing clients in mergers and acquisitions, general
corporate, and securities matters.  Ms. Manoukian has represented
both sellers and buyers in a range of public and private
transactions, including stock and asset transactions in the
telecommunications industry, particularly in cable television.
She received her B.A. at Tufts University and earned her J.D. at
Fordham Law School.

Eric D. Martins (Of Counsel) focuses his practice on corporate
transactions and has extensive experience handling corporate,
securities, business law and real estate matters.  Mr. Martins is
involved in public and private equity and debt financings on
behalf of underwriters, placement agents and issuers.  He also
serves as legal counsel on a number of sophisticated mergers,
acquisitions and dispositions, both negotiated and contested, and
advises clients on commercial loan transactions, including asset-
based financing and equipment leasing.  Mr. Martins is an alumnus
of New York University where he earned both his B.A. and his J.D.
from the university's School of Law.

William B. Norden (Partner) brings more than 39 years of trust and
estate experience representing corporate executives, owners of
closely held businesses, real estate operators, developers and
other high net worth individuals.  He is involved in all aspects
of estate and trust and administration, litigation and planning.
Mr. Norden earned his B.S. from Brooklyn College and his J.D. from
New York University School of Law.

David M. Warburg (Partner) concentrates his practice on corporate
finance, securities , and real estate financing transactions, with
emphasis on public offerings, mergers and acquisitions, venture
capital, private equity funds, real estate investment funds and
joint ventures, PIPEs, SPACs, corporate restructurings, and
international transactions.  He has over 25 years of experience
representing both sources and users of capital in private
placements and initial public offerings by U.S. and foreign
companies of equity and debt securities, formation of U.S.
domestic and offshore funds, and private equity technology and
real estate-related investments.  Mr. Warburg represents public
and private U.S. and foreign companies in mergers and
acquisitions, joint ventures, debt and equity restructurings, and
general corporate, contract, and securities law matters.  His
practice includes an international component which focuses on
Europe, Israel and China.  Mr. Warburg received his B.A. from
Yeshiva University and earned his J.D. from New York University
School of Law.

                  Seyfarth Shaw's New York Office

Seyfarth Shaw first opened its New York office in 1979, the office
has roughly 100 lawyers, many of whom are also admitted to
practice in New Jersey and Connecticut.  Practices represented in
the New York office include: Bankruptcy, Workouts & Business
Reorganization; Commercial Class Action Defense; Commercial
Litigation; Corporate; Employee Benefits & Executive Compensation;
Labor & Employment; Real Estate; Securities & Financial
Litigation; Structured & Real Estate Finance; Tax; and Trade
Secrets, Computer Fraud, & Non-Competes.

                        About Seyfarth Shaw

Headquartered in New York City, Seyfarth Shaw LLP --
http://www.seyfarth.com/-- is a full-service law firm with over
750 lawyers located in nine offices throughout the United States
including Chicago, New York, Boston, Washington D.C., Atlanta,
Houston, Los Angeles, San Francisco and Sacramento, as well as
Brussels, Belgium.  The firm provides a broad range of legal
services in the areas of real estate, labor and employment,
employee benefits, litigation and business services.  Seyfarth
Shaw's practice reflects virtually every industry and segment of
the country's business and social fabric.  Clients include over
200 of the Fortune 500 companies, financial institutions,
newspapers and other media, hotels, health care organizations,
airlines and railroads. The firm also represents a number of
federal, state, and local governmental and educational entities.


* S&P Cuts Ratings on 158 Classes From Seven Alt-A RMBS Deals
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 158
classes from seven U.S. Alternative-A residential mortgage-backed
securities transactions.  S&P removed 111 of the 158 lowered
ratings from CreditWatch with negative implications.

S&P placed two other ratings on CreditWatch with negative
implications to reflect the CreditWatch status of Financial
Security Assurance Inc. (AAA/Watch Neg/--), which acts as the
insurer for those classes.  Additionally, S&P affirmed its ratings
on 36 classes and removed eight of the affirmed ratings from
CreditWatch negative.  The original balances and lifetime expected
losses for the transactions (and structure groups) S&P reviewed
are:

                                             Orig. bal.   Lifetime
Transaction                                  (million)    exp.loss
-----------                                  ----------   --------
CSFB Mortgage-Backed Trust Series 2005-9 (2)       $492    4.18%

CWABS Asset Backed Certificates Trust 2005-IM3   $1,094   14.85%

MASTR Adjustable Rate Mortgages Trust 2007-1 (1) $1,913   19.61%

Bear Stearns ALT-A Trust 2006-6 (1)                $723   16.07%

Bear Stearns ALT-A Trust 2006-6 (2)                $309   10.51%

Bear Stearns ALT-A Trust 2006-6 (3)                $869   14.41%

Structured Adjustable Rate Mortgage Loan
Trust Series 2006-11 (1)                           $361   11.41%

Structured Adjustable Rate Mortgage Loan
Trust Series 2006-11 (2)                            $53    6.70%

RALI Series 2007-QS5 Trust                         $432    8.64%

Wells Fargo Alternative Loan 2007-PA2 Trust      $1,027    7.31%

The downgrades, affirmations, and CreditWatch resolutions
incorporate S&P's current and projected losses based on the dollar
amounts of loans currently in the transactions' delinquency,
foreclosure, and real estate owned pipelines, as well as S&P's
projection of future defaults.  S&P also incorporated cumulative
losses to date in S&P's analysis when determining ratings
outcomes.

The lowered ratings reflect S&P's belief that the amount of credit
enhancement available for the downgraded classes is not sufficient
to cover losses at the previous rating levels.  Although
cumulative losses were generally low in comparison to S&P's
projected lifetime losses for the transactions reviewed, S&P is
projecting an increase in losses due to increases in delinquencies
and the current condition of the housing market.  The two ratings
placed on CreditWatch with negative implications reflect the
financial strength rating of Financial Security Assurance Inc., as
the credit enhancement within the transaction is insufficient to
maintain the rating without the benefit of the insurance
policy.  The affirmations reflect sufficient credit enhancement to
support the ratings at their current levels.  Certain senior
classes also benefit from senior support classes that would
provide support to a certain extent before any applicable losses
could affect the super-senior certificates.

The subordination of more-junior classes within each structure
provides credit support for the affected transactions.
Additionally, some of the structures use overcollateralization and
excess interest to absorb losses and accelerate payments to
certain securityholders.  Certain classes also utilize a
certificate insurer (Financial Security Assurance Inc.) as credit
enhancement.  The collateral backing the affected trusts
originally consisted predominantly of Alt-A first-lien, fixed-
rate, adjustable-rate, or negative-amortization residential
mortgage loans secured by one- to four-family properties.

S&P monitor these transactions over time to incorporate updated
losses and delinquency pipeline performance to determine whether
the applicable credit enhancement features are sufficient to
support the current ratings.  S&P will continue to monitor these
transactions and take additional rating actions as appropriate.
Additionally, going forward, Standard & Poor's is reviewing Alt-A
transactions from the 2005 vintage that include fixed-rate and
long-reset hybrid adjustable-rate mortgage (ARM), hybrid, and
negative amortization loans.

                          Rating Actions

                 Bear Stearns ALT-A Trust 2006-6
                          Series 2006-6

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         I-A-1      073868AA9     A              AAA/Watch Neg
         I-A-2      073868AB7     B              AAA/Watch Neg
         I-M-1      073868AC5     CCC            B/Watch Neg
         I-M-2      073868AD3     CC             CCC
         I-B-1      073868AE1     D              CC
         I-B-2      073868AF8     D              CC
         I-B-3      073868AG6     D              CC
         II-A-1     073868AM3     BBB            AAA/Watch Neg
         II-X-1     073868AP6     BBB            AAA/Watch Neg
         II-B-1     073868AS0     CCC            AA/Watch Neg
         II-BX-1    073868AQ4     CCC            AA/Watch Neg
         II-B-2     073868AT8     CCC            B/Watch Neg
         II-BX-2    073868AR2     CCC            B/Watch Neg
         II-B-3     073868AU5     CC             CCC
         II-B-5     073868BV2     D              CC
         III-1A-2   073868AW1     B+             AAA/Watch Neg
         III-1A-3   073868AX9     B              AAA/Watch Neg
         III-1X-1   073868AY7     AAA            AAA/Watch Neg
         III-1X-2   073868AZ4     B+             AAA/Watch Neg
         III-IX-3   073868BA8     B+             AAA/Watch Neg
         III-1X-4   073868BB6     B+             AAA/Watch Neg
         III-1X-5   073868BC4     B+             AAA/Watch Neg
         III-1X-6   073868BD2     B+             AAA/Watch Neg
         I-AE-1                   B+             AAA/Watch Neg
         I-AE-2                   B+             AAA/Watch Neg
         I-AE-3                   B+             AAA/Watch Neg
         I-AE-4                   B+             AAA/Watch Neg
         I-AE-5                   B+             AAA/Watch Neg
         I-AE-6                   B+             AAA/Watch Neg
         I-AE-7                   B+             AAA/Watch Neg
         I-AE-8                   B+             AAA/Watch Neg
         I-AE-9                   B+             AAA/Watch Neg
         I-AE-10                  B+             AAA/Watch Neg
         I-AE-11                  B+             AAA/Watch Neg
         I-AE-12                  B+             AAA/Watch Neg
         I-AE-13                  B+             AAA/Watch Neg
         I-AE-14                  B+             AAA/Watch Neg
         I-AE-15                  B+             AAA/Watch Neg
         I-AE-16                  B+             AAA/Watch Neg
         I-AE-17                  B+             AAA/Watch Neg
         I-AE-18                  B+             AAA/Watch Neg
         I-AE-19                  B+             AAA/Watch Neg
         I-AE-20                  B+             AAA/Watch Neg
         I-AE-21                  B+             AAA/Watch Neg
         I-AE-22                  B+             AAA/Watch Neg
         I-AE-23                  B+             AAA/Watch Neg
         I-AE-24                  B+             AAA/Watch Neg
         I-AE-25                  B+             AAA/Watch Neg
         I-AE-26                  B+             AAA/Watch Neg
         I-AE-27                  B+             AAA/Watch Neg
         I-AE-28                  B+             AAA/Watch Neg
         I-AE-29                  B+             AAA/Watch Neg
         I-AE-30                  B+             AAA/Watch Neg
         III-2A-2   073868BF7     B+             AAA/Watch Neg
         III-2A-3   073868BG5     B              AAA/Watch Neg
         III-2X-2   073868BJ9     B+             AAA/Watch Neg
         III-2X-3   073868BK6     B+             AAA/Watch Neg
         III-2X-5   073868BM2     B+             AAA/Watch Neg
         III-2X-6   073868BN0     B+             AAA/Watch Neg
         II-AE-1                  B+             AAA/Watch Neg
         II-AE-2                  B+             AAA/Watch Neg
         II-AE-3                  B+             AAA/Watch Neg
         II-AE-4                  B+             AAA/Watch Neg
         II-AE-5                  B+             AAA/Watch Neg
         II-AE-6                  B+             AAA/Watch Neg
         II-AE-7                  B+             AAA/Watch Neg
         II-AE-8                  B+             AAA/Watch Neg
         II-AE-9                  B+             AAA/Watch Neg
         II-AE-10                 B+             AAA/Watch Neg
         II-AE-11                 B+             AAA/Watch Neg
         II-AE-12                 B+             AAA/Watch Neg
         II-AE-13                 B+             AAA/Watch Neg
         II-AE-14                 B+             AAA/Watch Neg
         II-AE-15                 B+             AAA/Watch Neg
         II-AE-16                 B+             AAA/Watch Neg
         II-AE-17                 B+             AAA/Watch Neg
         II-AE-18                 B+             AAA/Watch Neg
         II-AE-19                 B+             AAA/Watch Neg
         II-AE-20                 B+             AAA/Watch Neg
         II-AE-21                 B+             AAA/Watch Neg
         II-AE-22                 B+             AAA/Watch Neg
         II-AE-23                 B+             AAA/Watch Neg
         II-AE-24                 B+             AAA/Watch Neg
         II-AE-25                 B+             AAA/Watch Neg
         II-AE-26                 B+             AAA/Watch Neg
         II-AE-27                 B+             AAA/Watch Neg
         II-AE-28                 B+             AAA/Watch Neg
         II-AE-29                 B+             AAA/Watch Neg
         II-AE-30                 B+             AAA/Watch Neg
         III-B-1    073868CB5     CCC            B/Watch Neg
         III-BX-1   073868BR1     CCC            B/Watch Neg
         III-B-5    073868BY6     D              CC
         III-B-6    073868BZ3     D              CC
         II-A-2     073868AN1     B              AAA/Watch Neg

            CSFB Mortgage-Backed Trust Series 2005-9
                          Series 2005-9

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         III-A-1    2254585T1     AA             AAA
         III-A-3    225470AC7     AA             AAA
         IV-A-3     2254585W4     AA             AAA
         A-P        2254586K9     AA             AAA
         V-A-1      2254585Y0     AA             AAA
         V-A-2      2254585Z7     AA             AAA
         V-A-3      2254586A1     AA             AAA
         V-A-6      2254586D5     AA             AAA
         V-A-8      2254586F0     AA             AAA
         V-A-10     225470AD5     AA             AAA
         V-A-12     225470AF0     AA             AAA
         D-B-1      2254586P8     CCC            AA
         D-B-2      2254586Q6     CCC            A
         D-B-3      2254586R4     CC             BBB
         D-B-4      2254586X1     D              BB

         CWABS Asset Backed Certificates Trust 2005-IM3
                         Series 2005-IM3

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-1        126670JF6     B              AA+/Watch Neg
         M-2        126670JG4     CCC            AA/Watch Neg
         M-3        126670JH2     CCC            AA-/Watch Neg
         M-4        126670JJ8     CC             A+/Watch Neg
         M-5        126670JK5     CC             BBB+/Watch Neg
         M-6        126670JL3     D              BB/Watch Neg
         M-7        126670JM1     D              BB/Watch Neg

           MASTR Adjustable Rate Mortgages Trust 2007-1
                          Series 2007-1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         I-1A       576431AA8     B              AAA
         I-2A2      576431AC4     AAA/Watch Neg  AAA
         I-2A3      576431AD2     A              AAA
         I-2A4      576431AE0     AAA/Watch Neg  AAA
         I-X-1      576431AF7     AAA            AAA/Watch Neg
         I-X-2      576431AG5     AAA            AAA/Watch Neg
         I-X-3      576431AH3     AAA            AAA/Watch Neg
         I-M1       576431BG4     CCC            AA+
         I-M2       576431BH2     CCC            AA
         I-M3       576431BJ8     CCC            A/Watch Neg
         I-M4       576431BK5     CCC            BBB/Watch Neg
         I-M5       576431BL3     CC             BB+/Watch Neg
         I-M6       576431BM1     CC             B/Watch Neg

                   RALI Series 2007-QS5 Trust
                         Series 2007-QS5

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         A-2        74923JAB3     B              AAA/Watch Neg
         A-3        74923JAC1     B              AAA/Watch Neg
         A-5        74923JAE7     B              AAA/Watch Neg
         A-6        74923JAF4     B              AAA/Watch Neg
         A-7        74923JAG2     B              AAA/Watch Neg
         A-8        74923JAH0     B              AAA/Watch Neg
         A-10       74923JAK3     AAA            AAA/Watch Neg
         A-11       74923JAL1     B              AAA/Watch Neg
         A-12       74923JAM9     B              AAA/Watch Neg
         A-13       74923JAN7     B              AAA/Watch Neg
         A-14       74923JAP2     AAA            AAA/Watch Neg
         A-P        74923JAQ0     AAA            AAA/Watch Neg
         A-V        74923JAR8     AAA            AAA/Watch Neg

   Structured Adjustable Rate Mortgage Loan Trust, Series 2006-11
                         Series 2006-11

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         1-A2       86362HAB9     BBB            AAA
         M-1        86362HAG8     B              A/Watch Neg
         M-2        86362HAH6     B-             BBB/Watch Neg
         M-3        86362HAJ2     CCC            B/Watch Neg
         M-5        86362HAL7     CC             CCC
         M-7        86362HAN3     D              CC
         2-A2       86362HAD5     B              AAA/Watch Neg
         3-A2       86362HAF0     B              AAA/Watch Neg
         B1-II      86362HAP8     CCC            B/Watch Neg

           Wells Fargo Alternative Loan 2007-PA2 Trust
                         Series 2007-PA2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         I-A-1      94985FAA6     BB-            AAA
         I-A-2      94985FAB4     BB-            AAA
         I-A-3      94985FAC2     BB-            AAA
         I-A-4      94985FAD0     BB-            AAA
         I-A-5      94985FAE8     B              AAA
         I-A-IO     94985FAF5     BB-            AAA
         II-A-1     94985FAG3     B              AAA
         II-A-2     94985FAH1     B              AAA
         II-A-IO    94985FAJ7     B              AAA
         III-A-1    94985FAL2     B              AAA
         III-A-2    94985FAM0     B              AAA
         III-A-IO   94985FAN8     B              AAA
         IV-A-1     94985FAP3     B              AAA
         IV-A-IO    94985FAQ1     B              AAA
         V-A-1      94985FAR9     B              AAA
         V-A-IO     94985FAS7     B              AAA
         A-PO       94985FAT5     B              AAA

                         Ratings Affirmed

                  Bear Stearns ALT-A Trust 2006-6
                           Series 2006-6

                  Class      CUSIP         Rating
                  -----      -----         ------
                  III-1A-1   073868AV3     AAA
                  III-2A-1   073868BE0     AAA
                  III-B-2    073868BP5     CCC
                  III-BX-2   073868BS9     CCC
                  III-B-3    073868BQ3     CCC
                  III-BX-3   073868BT7     CCC

             CSFB Mortgage-Backed Trust Series 2005-9
                           Series 2005-9

                  Class      CUSIP         Rating
                  -----      -----         ------
                  III-A-2    225470AB9     AAA
                  IV-A-1     2254585U8     AAA
                  IV-A-2     2254585V6     AAA
                  IV-A-4     2254585X2     AAA
                  IV-X       225470AG8     AAA
                  V-A-4      2254586B9     AAA
                  V-A-7      2254586E3     AAA
                  V-A-9      2254586G8     AAA
                  D-X        2254586J2     AAA

            CWABS Asset Backed Certificates Trust 2005-IM3
                           Series 2005-IM3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-3        126670JD1     AAA
                  A-3M       126670NS3     AAA
                  A-4        126670JE9     AAA

            MASTR Adjustable Rate Mortgages Trust 2007-1
                           Series 2007-1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  I-2A1      576431AB6     AAA

                    RALI Series 2007-QS5 Trust
                           Series 2007-QS5

                  Class      CUSIP         Rating
                  -----      -----         ------

                  A-1        74923JAA5     AAA
                  A-4        74923JAD9     AAA
                  A-9        74923JAJ6     AAA
                  P          74923JAX5     AAA

          Structured Adjustable Rate Mortgage Loan Trust,
                          Series 2006-11
                          Series 2006-11

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       86362HAA1     AAA
                  M-4        86362HAK9     CCC
                  2-A1       86362HAC7     AAA
                  3-A1       86362HAE3     AAA
                  B2-II      86362HAQ6     CCC


* S&P Downgrades Ratings on 78 Tranches From 21 Hybrid CDO Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 78
tranches from 21 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 37 of the lowered ratings
from CreditWatch with negative implications.  The ratings on 39 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 78 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $10.190 billion.  Eleven of the 21 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.  Eight of the 21 affected transactions are high-grade
SF CDOs of ABS that were collateralized at origination primarily
by 'AAA' through 'A' rated tranches of RMBS and other SF
securities.  The other two 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.
ThisCDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS.

In addition, Standard & Poor's reviewed the ratings assigned to
Fortress ABS Opportunities Ltd. and left the ratings on this
transaction at their current rating levels based on the current
credit support available to support the tranches.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered S&P's ratings on 4,060 tranches from 908 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, 1,011 ratings from 443 transactions
are currently on CreditWatch with negative implications for the
same reasons.  In all, S&P has downgraded $480.848 billion of CDO
issuance.  Additionally, S&P's ratings on $11.631 billion of
securities have not been lowered but are currently on CreditWatch
with negative implications, indicating a high likelihood of future
downgrades.

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

                         Rating Actions

                                                Rating
                                                ------
  Transaction                   Class      To             From
  -----------                   -----      --             ----
Acacia CDO 8 Ltd.               A-1        A+/Watch Neg   AAA/Watch Neg
Acacia CDO 8 Ltd.               A-2        A/Watch Neg    AAA/Watch Neg
Acacia CDO 8 Ltd.               B          BBB+/Watch Neg AA/Watch Neg
Acacia CDO 8 Ltd.               C          BB+/Watch Neg  A/Watch Neg
Acacia CDO 8 Ltd.               D          BB/Watch Neg   A-/Watch Neg
Acacia CDO 8 Ltd.               E          B+/Watch Neg   BBB/Watch Neg
Acacia CDO 9 Ltd.               A          BBB/Watch Neg  AA-/Watch Neg
Acacia CDO 9 Ltd.               B          BB-/Watch Neg  BBB+/WatchNeg
Acacia CDO 9 Ltd.               C          B/Watch Neg    BBB/Watch Neg
Acacia CDO 9 Ltd.               D          CCC+           BB+/Watch Neg
Cascade Funding CDO I Ltd.      A-1        AAA/Watch Neg  AAA
Cascade Funding CDO I Ltd.      A-2        CCC-           BBB-/WatchNeg
C-Bass CBO IV Ltd.              D-1        B/Watch Neg    A
C-Bass CBO IV Ltd.              D-2        B/Watch Neg    A
C-Bass CBO IV Ltd.              E          CCC            BBB-
Citius II Funding Ltd.          ST         CC             B+/Watch Neg
Citius II Funding Ltd.          A          CC             CCC/Watch Neg
Duke Funding VIII Ltd.          A-1S       A+/Watch Neg   AA/Watch Neg
Duke Funding VIII Ltd.          A-1J       BBB-/Watch Neg BBB+/WatchNeg
Duke Funding VIII Ltd.          A-2        B+/Watch Neg   BB+/Watch Neg
Duke Funding VIII Ltd.          A-3F       CC             CCC-/WatchNeg
Duke Funding VIII Ltd.          A-3V       CC             CCC-/WatchNeg
Fort Point CDO I Ltd.           A-1        AA/Watch Neg   AAA/Watch Neg
Fort Point CDO I Ltd.           A-2a       CCC            AA-/Watch Neg
Fort Point CDO I Ltd.           A-2b       CCC            AA-/Watch Neg
Fort Point CDO I Ltd.           A-3a       CC             BB/Watch Neg
Fort Point CDO I Ltd.           A-3b       CC             BB/Watch Neg
Fort Point CDO I Ltd.           B          CC             CCC/Watch Neg
Fort Point CDO I Ltd.           C          CC             CCC-/WatchNeg
Gloucester Street ABS CDO I     A-1        BBB/Watch Neg  AA/Watch Neg
Gloucester Street ABS CDO I     A-2        BB-/Watch Neg  AA-/Watch Neg
Gloucester Street ABS CDO I     B          CCC+           BBB/Watch Neg
Gloucester Street ABS CDO I     C          CCC-           BB-/Watch Neg
Gloucester Street ABS CDO I     D          CC             B-/Watch Neg
Hereford Street ABS CDO I Ltd.  A-1        A-/Watch Neg   AAA/Watch Neg
Hereford Street ABS CDO I Ltd.  A-2        BB/Watch Neg   AA/Watch Neg
Hereford Street ABS CDO I Ltd.  B          CCC+/Watch Neg A+/Watch Neg
Hereford Street ABS CDO I Ltd.  C          CC             BBB-/WatchNeg
Hereford Street ABS CDO I Ltd.  D          CC             BB/Watch Neg
Mercury CDO 2004-1 Ltd.         A-2A       AA+/Watch Neg  AAA
Mercury CDO 2004-1 Ltd.         A-2B       AA+/Watch Neg  AAA
Mercury CDO 2004-1 Ltd.         B          BB+/Watch Neg  AA/Watch Neg
Mercury CDO 2004-1 Ltd.         C          CCC-           BBB/Watch Neg
Millerton II High Grade ABS CDO A-1        CCC-           A-/Watch Neg
Millerton II High Grade ABS CDO A-2        CC             BB-/Watch Neg
Millerton II High Grade ABS CDO B          CC             CCC-/WatchNeg
Nautilus RMBS CDO I Ltd.        A-1S       AA-/Watch Neg  AAA
Nautilus RMBS CDO I Ltd.        A-1J       A-/Watch Neg   AAA
Nautilus RMBS CDO I Ltd.        A-2        BBB+/Watch Neg AA
Nautilus RMBS CDO I Ltd.        A-3        BBB-/Watch Neg A
Nautilus RMBS CDO I Ltd.        BF         BB/Watch Neg   BBB
Nautilus RMBS CDO I Ltd.        BV         BB/Watch Neg   BBB
Nautilus RMBS CDO I Ltd.        CF         B/Watch Neg    BB/Watch Neg
Nautilus RMBS CDO I Ltd.        CV         B/Watch Neg    BB/Watch Neg
North Cove CDO Ltd.             A          B-/Watch Neg   A/Watch Neg
North Cove CDO Ltd.             B          CC             BB+/Watch Neg
North Cove CDO Ltd.             C          CC             CCC-/WatchNeg
Orchard Park Ltd.               A-1 ser 1  A+/Watch Neg   AAA
Orchard Park Ltd.               A-1 ser 2  A+/Watch Neg   AAA
Putnam Structured Product       B          A              A+/Watch Neg
Funding 2003-1 Ltd.
Putnam Structured Product       C          BBB-           BBB/Watch Neg
Funding 2003-1 Ltd.
Sheffield CDO II Ltd.           A-1        AA             AAA
Sheffield CDO II Ltd.           A-2        BBB+           AA/Watch Neg
Sheffield CDO II Ltd.           A-3        BB             BBB+/WatchNeg
Sheffield CDO II Ltd.           B          CCC            BB+/Watch Neg
Sheffield CDO II Ltd.           C          CC             CCC+/WatchNeg
Sherwood Funding CDO Ltd.       A-1        CCC+           A/Watch Neg
Sherwood Funding CDO Ltd.       A-2        CC             B-/Watch Neg
South Coast Funding V Ltd.      B          A+             AA/Watch Neg
South Coast Funding V Ltd.      C-1        CCC+           B+/Watch Neg
South Coast Funding V Ltd.      C-2        CCC+           B+/Watch Neg
Streeterville ABS CDO Ltd.      A-2        AA+/Watch Neg  AAA/Watch Neg
Streeterville ABS CDO Ltd.      B-1        B/Watch Neg    BBB+/WatchNeg
Streeterville ABS CDO Ltd.      B-2        B/Watch Neg    BBB+/WatchNeg
Streeterville ABS CDO Ltd.      C-1        CCC            BB+/Watch Neg
Streeterville ABS CDO Ltd.      C-2        CCC            BB+/Watch Neg
Tremonia CDO 2005-1 PLC         A-1        BBB/Watch Neg  A+/Watch Neg
Tremonia CDO 2005-1 PLC         A-2        BB/Watch Neg   A-/Watch Neg
Tremonia CDO 2005-1 PLC         B          CCC            BB-/Watch Neg

                      Other Ratings Reviewed

   Entity                                     Class      Rating
   ------                                     -----      ------
C-Bass CBO IV Ltd.                            B-1        AAA
C-Bass CBO IV Ltd.                            B-2        AAA
C-Bass CBO IV Ltd.                            C          AA
Citius II Funding Ltd.                        B          CC
Citius II Funding Ltd.                        C          CC
Citius II Funding Ltd.                        D          CC
Duke Funding VIII Ltd.                        B          CC
Duke Funding VIII Ltd.                        Comb Sec 1 CC
Duke Funding VIII Ltd.                        Comb Sec 2 CC
Duke Funding VIII Ltd.                        Comb Sec 3 CC
Duke Funding VIII Ltd.                        Sub nts    CC
Fortress ABS Opportunities Ltd.               A          AA+
Fortress ABS Opportunities Ltd.               A-1a       AA+
Fortress ABS Opportunities Ltd.               A-2        AA+
Fortress ABS Opportunities Ltd.               B          BBB
Fortress ABS Opportunities Ltd.               Ba         BBB
Mercury CDO 2004-1 Ltd.                       A-1NV      AAA
Mercury CDO 2004-1 Ltd.                       A-1VA      AAA
Mercury CDO 2004-1 Ltd.                       A-1VB      AAA
Millerton II High Grade ABS CDO               C          CC
Millerton II High Grade ABS CDO               D          CC
North Cove CDO Ltd.                           D          CC
Putnam Structured Product Funding 2003-1 Ltd. A-1ST-a    AAA/A-1+
Putnam Structured Product Funding 2003-1 Ltd. A-1ST-b    AAA/A-1+
Putnam Structured Product Funding 2003-1 Ltd. A-1ST-c    AAA/A-1+
Putnam Structured Product Funding 2003-1 Ltd. A-2        AAA
Sheffield CDO II Ltd.                         S          AAA
Sheffield CDO II Ltd.                         D          CC
Sherwood Funding CDO Ltd.                     B-1        CC
Sherwood Funding CDO Ltd.                     B-2        CC
Sherwood Funding CDO Ltd.                     C          CC
Sherwood Funding CDO Ltd.                     D          CC
South Coast Funding V Ltd.                    A-1        AAA
South Coast Funding V Ltd.                    A-2        AAA
South Coast Funding V Ltd.                    A-3        AAA
Streeterville ABS CDO Ltd                     A-1        AAA
Trainer Wortham First Republic CBO IV Ltd.    A          AAA
Trainer Wortham First Republic CBO IV Ltd.    B          AA+
Trainer Wortham First Republic CBO IV Ltd.    C          A+


* S&P Downgrades Ratings on 238 Classes of RMBS Securities
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 238
classes of residential mortgage-backed securities from 63
transactions backed by U.S. closed-end second-lien mortgage
collateral.  Of these downgrades, S&P lowered the ratings to 'D'
on 86 classes from 63 transactions.  Specifically, S&P lowered its
ratings on 67 classes to 'D' from 'CC', 13 classes to 'D' from
'CCC', one class to 'D' from 'B-', and five classes to 'D' from
'B'.  Additionally, S&P lowered its ratings on 152 classes from
various rating levels based upon poor performance.  At the same
time, S&P affirmed  its ratings on four classes at 'CCC', three
classes at 'B', one class at 'BBB-', one class at 'BBB', and five
classes at 'AAA'.

Finally, S&P reviewed two transactions that benefit from bond
insurance.  First, Bear Stearns Second Lien Trust 2007-SV1 has
bond insurance from Syncora Guarantee Inc., which currently has a
'B' rating.  As a result, S&P lowered the ratings on the A-2 and
A-3 classes to 'B' from 'BB', which places the ratings in line
with the bond insurance rating.  Second, ACE Securities Corp.
Home Equity Loan Trust Series 2007-SL1 has bond insurance from
Financial Security Assurance Inc., which currently has a 'AAA'
rating on CreditWatch with negative implications.  As a result,
S&P kept S&P's rating on the A-2 class at 'AAA' on CreditWatch
with negative implications, which places it in line with the bond
insurance rating.

The downgrades reflect the collateral pools' deteriorating
performance as monthly net losses continue to significantly
outpace monthly excess interest cash flows, resulting in the
complete erosion of overcollateralization for these deals.  Some
of these transactions have already experienced a complete write-
down to the principal balance of other subordinate classes over
the past few months.  The defaulted classes experienced principal
write-downs during the October 2008 remittance period.  Moreover,
these nine transactions experienced a default of the remaining
class(es) in their structures after the default of their
subordinate classes, which resulted in a default of the entire
transaction:

     -- Bear Stearns Mortgage Funding Trust 2006-SL1

     -- Bear Stearns Mortgage Funding Trust 2006-SL2

     -- Bear Stearns Mortgage Funding Trust 2006-SL3

     -- Bear Stearns Mortgage Funding Trust 2006-SL4

     -- Bear Stearns Mortgage Funding Trust 2006-SL5

     -- Bear Stearns Mortgage Funding Trust 2006-SL6

     -- Nomura Asset Acceptance Corp. Alternative Loan Trust
        Series 2006-S5

     -- SACO I Trust 2006-7

     -- Structured Asset Securities Corp. Mortgage Loan Trust
        2006-ARS1

S&P applied its U.S. closed-end second-lien RMBS default and loss
methodology assumptions to derive the projected losses for the
classes in the remaining 54 transactions that did not default.
S&P factored this into S&P's analysis and the resulting rating
levels.  In sum, S&P applied a stressful cumulative loss curve
from the high combined loan-to-value transactions issued in 1996
to project losses for the closed-end second-lien transactions
covered in this review.  A detailed discussion of the methodology
and assumptions used in S&P's analysis.

As of the October 2008 distribution period, cumulative realized
losses for the closed-end second-lien classes ranged from 1.70%
(American Home Mortgage Investment Trust 2006-3) to 48.60%
(Structured Asset Securities Corp.  Mortgage Loan Trust 2006-ARS1)
of the original principal balances, and total delinquencies for
these classes ranged from 16.00% (SACO I Trust 2005-9) to 39.15%
(SACO I Trust, 2005-WM3) of the current principal balances.
Seasoning for these transactions ranged from 13 months (Merrill
Lynch First Franklin Mortgage Loan Trust, Series 2007-A) to 60
months (Terwin Mortgage Trust, Series TMTS 2003-5SL).  These
transactions have outstanding pool factors ranging from
approximately 5.23% (Terwin Mortgage Trust Series TMTS 2003-5SL)
to 86.12% (Merrill Lynch First Franklin Mortgage Loan Trust Series
2007-A).

Based upon the application of the closed-end second-lien
methodology and, in S&P's opinion, the adverse performance of the
transactions encompassed in this review, S&P downgraded the
aforementioned 152 classes.  S&P will likely take further negative
rating actions on the outstanding classes from these transactions
if delinquencies continue to translate into realized losses.

S&P believes that the current credit support levels for the 15
classes that were affirmed are adequate to maintain their ratings.

Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  The collateral for the closed-end
second-lien transactions originally consisted of 30-year, fixed-
rate, closed-end second-lien mortgage loans secured by one- to
four-family residential properties.

                         Ratings Lowered

                          Rating Actions

  Ace Securities Corp. Home Equity Loan Trust Series 2006-ASL1
                        Series 2006-ASL1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          00442AAA1     B              BBB
       M-1        00442AAB9     CCC            BB
       M-2        00442AAC7     CCC            B
       M-3        00442AAD5     CC             CCC
       M-4        00442AAE3     CC             CCC
       M-5        00442AAF0     D              CC
       M-6        00442AAG8     D              CC

  ACE Securities Corp. Home Equity Loan Trust Series 2006-SL1
                        Series 2006-SL1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          004421VE0     B              BBB
       M-1A       004421VF7     CCC            BB
       M-1B       004421VG5     CCC            B
       M-3        004421VJ9     D              CC

  Ace Securities Corp. Home Equity Loan Trust Series 2006-SL2
                        Series 2006-SL2

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          004421YB3     D              CC
       M-1        004421YC1     D              CC

  ACE Securities Corp. Home Equity Loan Trust Series 2006-SL4
                        Series 2006-SL4

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        00441WAA4     CC             B
       A-2        00441WAB2     CC             B
       A-3        00441WAC0     CC             B
       M-1        00441WAD8     CC             CCC
       M-2        00441WAE6     D              CC
       M-3        00441WAF3     D              CC

  ACE Securities Corp. Home Equity Loan Trust Series 2007-ASL1
                        Series 2007-ASL1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        00443MAA4     CC             CCC
       A-2        00443MAB2     CC             CCC
       M-3        00443MAE6     D              CC

  ACE Securities Corp. Home Equity Loan Trust Series 2007-SL1
                        Series 2007-SL1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        00442FAA0     CC             CCC
       M-1        00442FAC6     D              CC
       M-2        00442FAD4     D              CC

       American Home Mortgage Investment Trust 2006-3
                        Series 2006-3

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       IV-A       026929AN9     CC             B
       IV-M-1     026929BA6     CC             CCC
       IV-M-2     026929BB4     CC             CCC
       IV-M-3     026929BC2     D              CC

       American Home Mortgage Investment Trust 2007-A
                        Series 2007-A

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       II-A       026931AE5     D              CCC

        Bear Stearns Mortgage Funding Trust 2006-SL1
                        Series 2006-SL1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          07400WAA8     D              CC

      Bear Stearns Mortgage Funding Trust 2006-SL2
                        Series 2006-SL2

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          07400YAA4     D              CC

      Bear Stearns Mortgage Funding Trust 2006-SL3
                        Series 2006-SL3

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          07400VAA0     D              CC

     Bear Stearns Mortgage Funding Trust 2006-SL4
                        Series 2006-SL4

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          07401GAA2     D              CC

      Bear Stearns Mortgage Funding Trust 2006-SL5
                        Series 2006-SL5

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       I-A        07401HAA0     D              CC
       II-A       07401HAB8     D              CC

      Bear Stearns Mortgage Funding Trust 2006-SL6
                        Series 2006-SL6

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----

       I-A        07400LAA2     D              CC
       II-A       07400LAT1     D              CC
       M-1        07400LAB0     D              CC

       Bear Stearns Mortgage Funding Trust 2007-SL1
                        Series 2007-SL1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       I-A        07401PAA2     CC             CCC
       II-A       07401PAB0     CC             CCC
       M-1        07401PAC8     D              CC

       Bear Stearns Mortgage Funding Trust 2007-SL2
                        Series 2007-SL2

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       I-A        07401RAA8     CC             CCC
       II-A       07401RAB6     CC             CCC
       M-1        07401RAC4     D              CC

         Bear Stearns Second Lien Trust 2007-SV1
                        Series 2007-SV1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        07401UAA1     B              BB
       A-2        07401UAB9     B              BB
       A-3        07401UAU7     B              BB
       B-2        07401UAK9     D              CC

       CWABS Asset Backed Certificates Trust 2006-SPS1
                        Series 2006-SPS1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----

       A          12666MAA9     CC             CCC
       M-1        12666MAB7     D              CC


       CWABS Asset-Backed Certificates Trust 2006-SPS2
                        Series 2006-SPS2

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----

       A          12667BAA2     CC             CCC
       M-1        12667BAB0     CC             CCC
       M-2        12667BAC8     D              CC
       M-3        12667BAD6     D              CC

       First Franklin Mortgage Loan Trust 2006-FFA
                        Series 2006-FFA

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----

       A1         318340AA4     CC             CCC
       A2         318340AB2     CC             CCC
       A3         318340AC0     CC             CCC
       A4         318340AD8     CC             CCC
       M2         318340AG1     D              CC
       M3         318340AH9     D              CC
       M4         318340AJ5     D              CC

        First Franklin Mortgage Loan Trust 2006-FFB
                        Series 2006-FFB

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A1         32028JAA7     CC             CCC
       A2         32028JAB5     CC             CCC
       A3         32028JAC3     CC             CCC
       A4         32028JAD1     CC             CCC
       M1         32028JAF6     D              CC

      First Franklin Mortgage Loan Trust Series 2007-FFA
                        Series 2007-FFA

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-1        32027AAB5     D              CC

       First Franklin Mortgage Loan Trust Series 2007-FFC
                        Series 2007-FFC

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-1        32029HAD4     D              CC
       M-2        32029HAE2     D              CC

                     GSAMP Trust 2006-S4
                        Series 2006-S4

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        36244MAA9     CCC            B
       A-2        36244MAB7     CCC            B
       A-3        36244MAC5     CCC            B
       M-1        36244MAD3     CC             CCC
       M-2        36244MAE1     D              CC

          HarborView Mortgage Loan Trust 2007-A
                        Series 2007-A

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       B-1        41164TAB8     D              CC

             MASTR Second Lien Trust 2005-1
                        Series 2005-1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-1        57644DAB9     BBB            AA
       M-2        57644DAC7     CC             B
       M-3        57644DAD5     D              CC

             MASTR Second Lien Trust 2006-1
                        Series 2006-1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          57644DAR4     CC             B
       M-1        57644DAS2     D              CC

  Merrill Lynch First Franklin Mortgage Loan Trust Series 2007-A
                        Series 2007-A

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       B-4        59025QAN9     D              CC

      Merrill Lynch Mortgage Investors Trust Series 2006-SL2
                        Series 2006-SL2

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          59021BAA4     CC             B
       G          59021BAN6     CC             B
       M-1        59021BAB2     CC             CCC
       M-2        59021BAC0     D              CC
       M-3        59021BAD8     D              CC
       M-4        59021BAE6     D              CC

     Merrill Lynch Mortgage Investors Trust Series 2007-SL1
                        Series 2007-SL1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        59025AAA2     CC             CCC
       A-2        59025AAQ7     CC             CCC
       G          59025AAL8     CC             CCC
       M-1        59025AAB0     D              CC
       M-2        59025AAC8     D              CC
       M-3        59025AAD6     D              CC

         Morgan Stanley Mortgage Loan Trust 2005-8SL
                        Series 2005-8SL

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        61748HQG9     BBB            AAA
       A-2b       61748HQJ3     BBB            AAA
       M-1        61748HQK0     BB             A
       M-2        61748HQL8     CCC            BB
       M-3        61748HQM6     CC             B
       M-4        61748HQN4     CC             CCC
       M-5        61748HQP9     D              CCC

         Morgan Stanley Mortgage Loan Trust 2006-14SL
                        Series 2006-14SL

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        61749SAC0     CCC            B
       M-1        61749SAD8     CC             CCC
       M-2        61749SAE6     CC             CCC
       M-4        61749SAG1     D              CC
       B-1        61749SAH9     D              CC

         Morgan Stanley Mortgage Loan Trust 2006-4SL
                        Series 2006-4SL

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        61748HYC9     BB             BBB
       M-1        61748HYD7     CC             B
       M-2        61748HYE5     D              CC

    Nomura Asset Acceptance Corp. Alternative Loan Trust
                        Series 2005-S2

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-1        65535VLU0     BB             BBB-
       M-2        65535VLV8     CC             CCC
       B-1        65535VLW6     D              CCC

       Nomura Asset Acceptance Corp. Alternative Loan Trust
                        Series 2005-S3

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----

       A-2        65535VNR5     BBB            AAA
       A-3        65535VPQ5     BBB            AAA
       M-1        65535VNS3     B              BBB-
       M-2        65535VNT1     D              CCC

      Nomura Asset Acceptance Corp. Alternative Loan Trust
                        Series 2005-S4

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        65535VQN1     A              AAA
       A-2        65535VQP6     A              AAA
       A-3        65535VQQ4     A              AAA
       M-1        65535VQR2     BBB            A+
       M-2        65535VQS0     CCC            BBB
       M-3        65535VQT8     CC             BB
       M-4        65535VQU5     D              B

      Nomura Asset Acceptance Corp. Alternative Loan Trust
                        Series 2006-S1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        65535VTN8     BB             BBB
       A-2        65535VTP3     BB             BBB
       A-3        65535VTQ1     BB             BBB
       M-1        65535VTS7     B              BB
       M-2        65535VTT5     CCC            B
       M-3        65535VTU2     D              CCC
       M-4        65535VTV0     D              CC

     Nomura Asset Acceptance Corp. Alternative Loan Trust
                        Series 2006-S2

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        65535YAA0     CCC            B
       A-2        65535YAB8     CCC            B
       A-3        65535YAC6     CCC            B
       A-IO       65535YAD4     CCC            B
       M-1        65535YAE2     CC             CCC
       M-2        65535YAF9     D              CC

      Nomura Asset Acceptance Corp. Alternative Loan Trust
                        Series 2006-S3

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        65536WAA3     CC             CCC
       A-IO       65536WAD7     CC             CCC
       M-1        65536WAE5     D              CC

       Nomura Asset Acceptance Corp. Alternative Loan Trust
                        Series 2006-S4

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        65537DAA4     CCC            B
       A-IO       65537DAB2     CCC            B
       M-1        65537DAC0     CC             CCC
       M-2        65537DAD8     D              CC

        Nomura Asset Acceptance Corp. Alternative Loan Trust
                        Series 2006-S5

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          65538AAB7     D              CC

               Ownit Mortgage Trust 2006-OT1
                        Series 2006-OT1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-1        88156AAB0     D              CC

                    SACO I Trust 2005-10
                        Series 2005-10

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       II-A-1     785778NE7     A              AAA
       II-A-3     785778NG2     A              AAA
       II-M-1     785778NJ6     BB             AA
       II-M-2     785778NK3     CCC            BBB
       II-M-3     785778NL1     CC             BB
       II-M-4     785778NM9     D              B

                     SACO I Trust 2005-5
                        Series 2005-5

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       I-M-1      785778FZ9     BBB-           AA
       I-M-2      785778GA3     CCC            A
       I-M-3      785778GB1     CC             BBB
       I-M-4      785778GC9     CC             BB
       I-M-5      785778GD7     D              B

                      SACO I Trust 2005-8
                        Series 2005-8

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        785778LA7     AA             AAA
       A-3        785778LC3     AA             AAA
       M-1        785778LD1     BBB            A
       M-2        785778LE9     BB             BBB
       M-3        785778LF6     CCC            BB
       M-4        785778LG4     CC             B
       M-5        785778LH2     D              CCC

                     SACO I Trust 2005-9
                        Series 2005-9

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        785778MK4     A              AAA
       A-3        785778MM0     A              AAA
       M-1        785778MN8     BB             AA+
       M-2        785778MP3     CCC            A
       M-3        785778MQ1     CC             BBB
       M-4        785778MR9     CC             BB
       M-5        785778MS7     D              B

                     SACO I Trust 2006-10
                        Series 2006-10

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          785812AA6     CC             CCC
       M-1        785812AB4     D              CC

                     SACO I Trust 2006-3
                        Series 2006-3

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        785778QJ3     CCC            BB
       A-3        785778QL8     CCC            BB
       M-1        785778QM6     CC             B
       M-2        785778QN4     D              CCC

                     SACO I Trust 2006-4
                        Series 2006-4

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        785778RD5     B              BB
       A-3        785778RV5     B              BB
       M-1        785778RE3     CC             B
       M-2        785778RF0     D              CCC

                     SACO I Trust 2006-5
                        Series 2006-5

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       I-A        785811AA8     B              BB
       I-M-1      785811AE0     CC             CCC
       I-M-2      785811AF7     D              CC
       I-M-3      785811AG5     D              CC
       II-A-1     785811AB6     CCC            B
       II-A-2     785811AC4     B              AA
       II-A-3     785811AD2     CCC            B
       II-M-1     785811AL4     CC             CCC

                     SACO I Trust 2006-6
                        Series 2006-6

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          785779AA7     CC             CCC
       M-1        785779AB5     D              CC

                    SACO I Trust 2006-7
                        Series 2006-7

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          78577PAA1     D              CC

                     SACO I Trust 2006-9
                        Series 2006-9

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          78577RAA7     CCC            B
       M-1        78577RAB5     CC             CCC
       M-2        78577RAC3     D              CC
       M-3        78577RAD1     D              CC

                     SACO I Trust 2005-7
                        Series 2005-7

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          785778KL4     AA             AAA
       M-1        785778KM2     BB             AA
       M-2        785778KN0     B              A
       M-3        785778KP5     CC             BBB
       M-4        785778KQ3     CC             BB
       M-5        785778KR1     D              B

                     SACO I Trust 2005-WM2
                        Series 2005-WM2

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-1        785778JY8     B              BB
       M-2        785778JZ5     CC             B
       M-3        785778KA8     D              CC

                     SACO I Trust 2005-WM3
                        Series 2005-WM3

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-1        785778LS8     B              A
       A-3        785778LU3     B              A
       M-1        785778LV1     D              CCC
       M-2        785778LW9     D              CC

   Structured Asset Securities Corp. Mortgage Loan Trust 2005-S6
                        Series 2005-S6

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A2         86359DTQ0     A              AAA
       M1         86359DTR8     BB             AA-
       M2         86359DTS6     B              AA
       M3         86359DTT4     CCC            BBB
       M4         86359DTU1     CC             BB
       M5         86359DTV9     CC             B
       M6         86359DTW7     D              B-

    Structured Asset Securities Corp. Mortgage Loan Trust 2005-S7
                        Series 2005-S7

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M1         863576DU5     AA             AA+
       M2         863576DV3     BBB            AA
       M3         863576DW1     BB             AA-
       M4         863576DX9     B              A+
       M5         863576DY7     CCC            A
       M6         863576DZ4     CCC            A-
       M7         863576EA8     CC             BB+
       M8         863576EB6     D              CCC

   Structured Asset Securities Corp. Mortgage Loan Trust 2006-ARS1
                        Series 2006-ARS1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          86358LAA8     D              CC

   Structured Asset Securities Corp. Mortgage Loan Trust 2006-S2
                        Series 2006-S2

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M1         86359FAD4     CCC            BB
       M2         86359FAE2     CC             CCC
       M3         86359FAF9     D              CCC

   Structured Asset Securities Corp. Mortgage Loan Trust 2006-S3
                        Series 2006-S3

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          86359WAA3     BBB            A
       A-IO       86359WAB1     BBB            A
       M1         86359WAC9     CC             CCC
       M2         86359WAD7     D              CCC
       M3         86359WAE5     D              CC

   Structured Asset Securities Corp. Mortgage Loan Trust 2006-S4
                        Series 2006-S4

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          86363AAA5     CCC            B
       M1         86363AAB3     CC             CCC
       M3         86363AAD9     D              CC
       M4         86363AAE7     D              CC
       M5         86363AAF4     D              CC

         Terwin Mortgage Trust Series TMTS 2003-5SL
                        Series 2003-5SL

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       B-3        881561BQ6     D              CCC

                       Ratings Affirmed

          Bear Stearns Second Lien Trust 2007-SV1
                        Series 2007-SV1

              Class      CUSIP         Rating
              -----      -----         ------
              M-1        07401UAC7     CCC
              M-2        07401UAD5     CCC
              M-3        07401UAE3     CCC

               MASTR Second Lien Trust 2005-1
                        Series 2005-1

              Class      CUSIP         Rating
              -----      -----         ------
              A          57644DAA1     AAA

  Merrill Lynch First Franklin Mortgage Loan Trust Series 2007-A
                        Series 2007-A

              Class      CUSIP         Rating
              -----      -----         ------
              A-1        59025QAA7     B
              A-2        59025QAB5     B
              A-3        59025QAC3     B
              M-1        59025QAD1     CCC

                    SACO I Trust 2005-5
                        Series 2005-5

              Class      CUSIP         Rating
              -----      -----         ------
              I-A        785778FY2     AAA

  Structured Asset Securities Corp. Mortgage Loan Trust 2005-S7
                        Series 2005-S7

              Class      CUSIP         Rating
              -----      -----         ------
              A2         863576DT8     AAA

  Structured Asset Securities Corp. Mortgage Loan Trust 2006-S2
                        Series 2006-S2

              Class      CUSIP         Rating
              -----      -----         ------
              A1         86359FAA0     AAA
              A2         86359FAB8     AAA

          Terwin Mortgage Trust Series TMTS 2003-5SL
                        Series 2003-5SL

              Class      CUSIP         Rating
              -----      -----         ------
              B-1        881561BM5     BBB
              B-2        881561BP8     BBB-

                    Other Outstanding Rating

   ACE Securities Corp. Home Equity Loan Trust Series 2007-SL1
                        Series 2007-SL1

              Class      CUSIP         Rating
              -----      -----         ------
              A-2        00442FAB8     AAA/Watch Neg


* S&P Report Says 868 Issuers Poised for Downgrades Globally
------------------------------------------------------------
Currently, 868 issuers are poised for downgrades, the highest
level in three years and a surge of 82 issuers over the past
month, said an article published by Standard & Poor's.

By comparison, this month's count is more than double the number
reported in November 2007 and nearly double the average for the
past 39 months.  Furthermore, the number of potential downgrades
is more than double the count of those poised for upgrades, a
trend that has progressed for roughly 15 months, according to the
article, titled "Downgrade Potential Across Credit Grades And
Sectors."

Potential downgrades are defined as entities that have either a
negative outlook or ratings on CreditWatch with negative
implications across rating categories 'AAA' to 'B-'.

Despite materialized downgrades, the housing and financial sectors
continue to show the highest downgrade risk, indicative of further
prevalent rating actions if credit conditions continue to
deteriorate.

Geographically, the U.S. continues to top the list of potential
bond downgrades, with roughly one-quarter of current ratings
showing downside risk.

The onset of a recession corroborates an increasing propensity for
downgrades, characterized by a gradual pickup in negative bias.

"The increase in potential bond downgrades in the 2001 recession
was accompanied by an expected decline in the number of those
poised for upgrades," said Diane Vazza, head of Standard & Poor's
Global Fixed Income Research Group.  "This trend is echoed today,
but with a more prolonged, less steep curve, indicative of a
slower progression into a new credit cycle."


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Nov. 27, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Chris Kaup
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         Terminal City Club, Vancouver, British Columbia
            Contact: 503-768-4299 or www.turnaround.org

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Dec. 8, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering
         TBD, Long Island, New York
            Contact: 631-251-6296 or www.turnaround.org

Dec. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         Washington Athletic Club, Seattle, Washington
            Contact: 503-768-4299 or www.turnaround.org

Dec. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         University Club, Portland, Oregon
            Contact: 503-768-4299 or www.turnaround.org

Dec. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Sponsorships - Annual Golf Outing, Various Events
         TBA, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Casurina, Grand Cayman Island, AL
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Valcon
         Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Beverly Wilshire, Beverly Hills, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 17-18, 2009
   NATIONAL ASSOCIATION OFBANKRUPTCY TRUSTEES
      NABT Spring Seminar
         The Peabody, Orlando, Florida
            Contact: http://www.nabt.com/

Apr. 20, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         John Adams Courthouse, Boston, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

Apr. 28-30, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

May 14-16, 2009
   ALI-ABA
      Chapter 11 Business Reorganizations
         Langham Hotel, Boston, Massachusetts
            Contact: http://www.ali-aba.org

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Dec. 2-4, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   China\u2019s New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency \u2013 Widening Controversy: Current
Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers\u2014the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today\u2019s Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***