TCR_Public/081128.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 28, 2008, Vol. 12, No. 284

                             Headlines

140 ASSOCIATES: Case Summary & 3 Largest Unsecured Creditors
201 JERUSALEM: Voluntary Chapter 11 Case Summary
201 JERUSALEM: U.S. Trustee Sets Sec. 341 Meeting for December 12
325 TEXVADA: Voluntary Chapter 11 Case Summary
770 PPR: Case Summary & 5 Largest Unsecured Creditors

3900 LLC: Files Amended Schedules of Assets and Liabilities
ACUSPHERE INC: Board Elects Not to Pay $0.8125 Per Share Dividend
ACUSPHERE INC: Completes $20MM Financing Deal with Cephalon Inc.
ACUSPHERE INC: September 30 Balance Sheet Upside-Down by $10MM
ACUSPHERE INC: EVP of Research and Development Resigns

AGS LLC: Moody's Junks Rating on Weak Operating Performance
ALBRIGHT COLLEGE: Moody's Cuts Rating on $19.7 Mil. Revenue Bonds
ALPHA MEDIA: S&P Downgrades Corporate Credit Rating to 'CCC'
AMERICAN INT'L: Munich Re Eyes Asian Life Insurance Assets
AMERICREDIT CORP: S&P Keeps 'BB-' Rating on Negative CreditWatch

ANNETTE HORNSBY: Case Summary & 20 Largest Unsecured Creditors
ANNETTE HORNSBY: Case Summary & 20 Largest Unsecured Creditors
ANTOL RESTORATION: Case Summary & 20 Largest Unsecured Creditors
ARTHUR SILVA: Case Summary & 20 Largest Unsecured Creditors
ARTHUR SILVA: U.S. Trustee Sets Sec. 341 Meeting on December 4

AUSTIN CONVENTION: S&P Downgrades Rating on $165-Mil. Bonds to BB+
AVALON PHARMA: Fails to Meet NASDAQ's $10-Mil. Equity Rule
AXCELIS TECHNOLOGIES: Management Raises Going Concern Doubt
BCE INC: $42-Bill. in Doubt on KPMG Won't Affirm Solvency
BOY GAMING: S&P Downgrades Corporate Credit Rating to 'BB-'

BLUEGREEN CORPORATION: Moody's Junks Probability of Default Rating
BTWW RETAIL: Court Approves Asset Sale for $32 Million
CATALINA MARKETING: S&P Changes Outlook to Stable; Holds B+ Rating
CB RICHARD: S&P Changes Outlook on 'BB+' Rating to Negative
CEDAR FAIR: S&P Changes Outlook to Negative & Retains 'B+' Rating

CHAMPION ENTERPRISES: Limited Liquidity Cues S&P to Junk Ratings
CHILDREN ARE OUR FUTURE: Case Summary & Largest Unsec. Creditors
CHRISTY REFRACTORIES: Case Summary & 20 Largest Unsec. Creditors
CHRYSLER LLC: May Get Gov't Bailout, Says Deutsche Bank
CIT MORTGAGE: Fitch Amends Ratings in November 20 Press Release

COACTIVE TECHNOLOGIES: Moody's Cuts Corp. Family Rating to 'B3'
COFFEE TIME: Voluntary Chapter 11 Case Summary
COLBY STREET: Case Summary & 20 Largest Unsecured Creditors
COLBY STREET: U.S. Trustee Sets Sec. 341 Meeting on Monday
COMERIO MEDICAL: Case Summary & 20 Largest Unsecured Creditors

COMERIO MEDICAL: U.S. Trustee Sets Sec. 341 Meeting on December 8
COMERIO MEDICAL: Court Sets Status Conference for January 13
CREDIT SUISSE: Fitch Downgrades Ratings on 2002-CP5 Certificates
CWCAPITAL COBALT: S&P Downgrades Ratings on Eight Classes of Notes
DEMAY INC: Case Summary & 20 Largest Unsecured Creditors

DERRYFIELD SCHOOL: Moody's Withdraws 'Ba1' Rating on 2000 Bonds
DICHRISDA LLC: Case Summary & List of Largest Unsecured Creditors
DJ ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
DR HORTON: Expected Cash Flow Decline Cues Moody's Rating Cuts
EAGLE CREEK: Caledonia Subdivision's Chapter 11 Case Summary

ECLIPSE AVIATION: Gets Initial OK to Access $8-Mil. DIP Facility
ECLIPSE AVIATION: Court Approves Kurtzman Carson as Claims Agent
FANNIE MAE: To Comply with Average Share Price Rule Before May 11
FLEETWOOD ENTERPRISES: Closes Plants and Consolidates Operations
FORD MOTOR: May Get Gov't Bailout, Says Deutsche; Shares Rise

FREMONT GENERAL: Plan Filing Period Extended to January 30, 2009
FREMONT GENERAL: Files Amended Schedules of Assets and Debts
FREMONT GENERAL: Panel May Employ Solon Group as Financial Advisor
GAINEY CORP: Hearing on Cal Oosterhouse's Pay Moved to December 2
GE COMMERCIAL: Fitch Downgrades Ratings on 2001-3 Cert. Classes

GENERAL MOTORS: May Get Gov't Bailout, Says Deutsche; Shares Rise
GLITNIR BANKI: Files for Chapter 15 Bankruptcy in New York
GLITNIR BANKI: Voluntary Chapter 15 Case Summary
GMAC LLC: Fitch Downgrades Ratings on Three Series 2002-C3 Classes
GOLDEN OAKS: Case Summary & 20 Largest Unsecured Creditors

GOLDEN OAKS: U.S. Trustee Sets Sec. 341 Meeting on December 8
GREAT NORTHWEST: S&P Puts 'BB-' Ratings on CreditWatch Negative
GREEN INVESTORS: Case Summary & Nine Largest Unsecured Creditors
HERNANDO OAKS: Files for Bankruptcy Before Property Auction
HILLMAN COS: Weak Liquidity Cues Moody's to Hold Low-B Ratings

ILLINOIS FINANCE: Moody's Junks Rating on $57.4MM Revenue Bonds
JG WENTWORTH: Financial Pressure Cues S&P to Downgrade Ratings
JG WENTWORTH: Profitability Pressure Cues S&P to Junk Ratings
JP MORGAN: Fitch Cuts Ratings on Nine Series 2005-CIBCI2 Classes
JP MORGAN: Fitch Downgrades Ratings on Series 2005-CIBCI3 Classes

JUSTIN DODGE JEEP: Voluntary Chapter 11 Case Summary
K-SEA TRANSPORTATION: Expected Decline Cues Moody's to Cut Ratings
KARDEX SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
KEY ENERGY: S&P Upgrades Corporate Credit Rating to 'BB'
KB HOME: Sharp Decline in Land Sales Cues Moody's Ba3 Ratings

KOBRA PROPERTIES: Files Chapter 11 to Protect Jobs, Honor Pacts
KORINTH ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors
LANDAMERICA FINANCIAL: Chapter 11 Filing Cues Fitch's 'D' Rating
LANDAMERICA FINANCIAL: Chapter 11 Filing Cues S&P's 'D' Rating
LASALLE COMMERCIAL: Fitch Takes Rating Actions on 2006-MF2 Notes

LEVI STRAUSS: Fitch Affirms 'BB-' Issuer Default Rating
LID INVESTMENTS: Case Summary & Two Largest Unsecured Creditors
MERRILL LYNCH: Fitch Trims Ratings on Series 2004-KEY2 Classes
METALDYNE CORPORATION: Moody's Lifts Corp. Family Rating to Caa2
MICHAEL MCCORD: Case Summary & 20 Largest Unsecured Creditors

MORIN BRICK: Taps TPG Advisory as Chief Restructuring Officer
MORIN BRICK: Wants More Access to BofA Credit Line
NETVERSANT SOLUTIONS: Wants Hearing Within 10 Days
NEW CENTURY FINANCIAL: Settles Misconduct Suit by Ohio
ONCOTHYREON INC: Sept. 30 Balance Sheet Upside Down by $376,000

PANAVISION INC: S&P Junks Rating on Narrowing Compliance Margin
PATRIOT HOMES: Court Grants Interim Access to Loans and Collateral
PATRIOT HOMES: May Employ Scouler and Company as Consultant
PENTON BUSINESS: S&P Downgrades Corporate Credit Ratings to 'B-'
PILGRIM'S PRIDE: Gets Third Extension of Covenant Waiver

PRIMEDIA INC: Has until January 2 to Submit NYSE Compliance Plan
PRODUCTION RESOURCE: S&P Puts 'B' Rating on CreditWatch Negative
PROTECTION ONE: High Leverage Spurs S&P to Downgrade Ratings
PULTE HOMES: Moody's Downgrades Corporate Family Rating to 'Ba3'
QUEST ENERGY: 10-Q Non-Filing Cues Nasdaq to Delist Securities

QUEST RESOURCE: Has Until January 29 to Comply with Nasdaq Rules
RAUL SALCEDO OQUENDO: Voluntary Chapter 11 Case Summary
REFCO INC: Suit Against Account Holder Settled for $17.5 Million
RELIANCE INSURANCE: Liquidator & Deloitte Settle Suit for $40MM
RIAZ GONDAL: Case Summary & 15 Largest Unsecured Creditors

RYLAND GROUP: Moody's Downgrades All Ratings to 'Ba3'
SCANWARE INC: Case Summary & 5 Largest Unsecured Creditors
SCANWARE INC: U.S. Trustee Sets Sec. 341 Meeting on Tuesday
SENTINEL MANAGEMENT: Amends Committee-Backed Plan of Liquidation
SIRIUS XM RADIO: S&P Changes Outlook to Neg. & Keeps 'CCC+' Rating

SMT RESOURCE: Files for Chapter 11 Protection
SOUTHERN CALIFORNIA: Poor Performance Cues Moody's Rating Cuts
SOUTHWEST CHARTER: Creditor Wants to Depose Firm's President
SPORTSMAN'S OUTFITTER: Competition & Sales Drop Caused Bankruptcy
STARCO REALTY: Case Summary & 7 Largest Unsecured Creditors

STARCO REALTY: February 26, 2009 Claims Bar Date Set
STATION CASINOS: Exchange Offer Cues Moody's Rating Cut to Ca
STATION CASINOS: Exchange Offer Cues S&P's CC Corp. Credit Rating
STH 6,8: El Paseo & El Rancho Voluntary Chapter 11 Case Summaries
STH 6,8: 341 Meeting of El Paseo, El Rancho Creditors on Tuesday

STRECKRICH PETRO: Case Summary & 8 Largest Unsecured Creditors
SUPERIOR OFFSHORE: Equity Panel Wants Exclusivity Terminated
SYNTAX-BRILLIAN: Panel Seeks $300MM Damages Over Duty Violation
TEAM HEALTH: S&P Changes Outlook to Stable & Retains 'B+' Rating
TEKOIL & GAS: Wants Plan Filing Period Extended to February 12

THREE S DELAWARE: Case Summary & 14 Largest Unsecured Creditors
TOTAL SAFETY: Moody's Maintains 'B2' Corporate Family Rating
TRANSMERIDIAN EXPLORATION: No Date Yet on Shareholders' Meeting
VALUE FAMILY: Case Summary & 15 Largest Unsecured Creditors
VEGA ALTA: Case Summary & 20 Largest Unsecured Creditors

VEYANCE TECHNOLOGIES: S&P Holds Long-Term B Rating; Outlook Neg.
WANU COMMERCIAL: Fitch Downgrades Rating on 2006-SL1 Securities
WP EVENFLO: Weak Liquidity Prompts S&P to Junk Corp. Credit Rating

* Luc Despins Joins Paul Hastings in New York From Milbank
* Moody's Downgrades Ratings on Four Homebuilders to 'Ba3'
* Moody's Reports Negative Outlook for State HFA Sector
* S&P Downgrades Ratings on 12 Classes From Five Floorplan Trusts
* S&P Review of Homebuilders Yields More Negative Rating Actions

* S&P Says Car Rental Companies Need to Navigate Economic Downturn

* BOOK REVIEW: Financial Planning for High Net Worth Individual

                             *********


140 ASSOCIATES: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 140 Associates, Ltd.
       140 North Federal Highway, Suite 200
       Boca Raton, FL 33432

Case No.: 08-28142

Petition Date: November 26, 2008

Court: U.S. Bankruptcy Court
      Southern District of Florida (West Palm Beach)

Judge: Paul G Hyman Jr.

Debtor's Counsel: Joey M Grant, Esq.
                 365 E Palmetto Park Rd
                 Boca Raton, FL 33432
                 (561) 544-8900
                 Email: grant@padulalawfirm.com

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

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

The Debtor's three largest unsecured creditors are:

  Creditor                   Claim Amount
  --------                   ------------
City of Boca Raton                  $3,862
201 West Palmetto Park Road
Boca Raton, FL 33432

Dixie Blueprint Services, Inc           $9
2416 N. Dixie Highway
Boca Raton, FL 33432

Waste Management Palm Beach            $97
3631 NW 21st Avenue
Pompano Beach, FL 33073


201 JERUSALEM: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 201 Jerusalem Ave, Massapequa LLC
        210 Jerusalem Avenue
        Massapequa, NY 11758

Bankruptcy Case No.: 08-76251

Chapter 11 Petition Date: November 5, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Eastern District of New York (Central Islip)

Bankruptcy Judge: Dorothy Eisenberg

Debtor's Counsel: Gary M. Kushner, Esq.
                  Forchelli, Curto, Schwartz, Mineo, et al.
                  330 Old Country Road
                  P.O. Box 31
                  Mineola, NY 11501
                  Tel: (516) 248-1700
                  Fax: (516) 248-1729
                  E-mail: gkushner@fcsmcc.com

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

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

The Debtor has not filed a list of its largest unsecured
creditors.


201 JERUSALEM: U.S. Trustee Sets Sec. 341 Meeting for December 12
-----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, will
convene a meeting of creditors in the chapter 11 case of 201
Jerusalem Ave, Massapequa LLC on Dec. 12, 2008, at 10:00 a.m. at
Room 562, 560 Federal Plaza, Central Islip, New York.

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.

Separately, the United States Bankruptcy Court for the Eastern
District of New York will hold a status conference in the
bankruptcy case on Dec. 23, 2008 at 10:00 a.m. at Courtroom 760
(DTE), in Central Islip.

Based in Massapequa, New York, 201 Jerusalem Ave, Massapequa LLC
filed for bankruptcy protection on November 5, 2008 (Bankr. E.D.
N.Y. Case No. 08-76251).  The Hon. Dorothy Eisenberg presides over
the case.  Gary M. Kushner, Esq., at Forchelli, Curto, Schwartz,
Mineo, et al., in Mineola, New York, represents the Debtor.  When
the Debtor filed for bankruptcy, the Debtor estimated both assets
and debts to be between $1,000,000 and $10,000,000.


325 TEXVADA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 325 TEXVADA INVESTMENTS, LLC
       1501 W. SAHARA
       LAS VEGAS, NV 98101

Case No.: 08-24267

Petition Date: November 26, 2008

Court: U.S. Bankruptcy Court
      District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: DAVID J. WINTERTON, Esq.
                 211 N. BUFFALO DR. #A
                 LAS VEGAS, NV 89145
                 Tel: (702) 363-0317
                 Email: david@davidwinterton.com

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

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

The Debtor did not include a list of 20 largest unsecured
creditors in its Chapter 11 petition.


770 PPR: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: 770 PPR, LLC
       140 North Federal Highway
       Boca Raton, FL 33432

Case No.: 08-28147

Petition Date: November 26, 2008

Court: U.S. Bankruptcy Court
      Southern District of Florida (West Palm Beach)

Debtor's Counsel: Joey M Grant, Esq.
                 365 E Palmetto Park Rd
                 Boca Raton, FL 33432
                 Tel: (561) 544-8900
                 Email: grant@padulalawfirm.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 5 largest unsecured creditors is available
for free at:

        http://bankrupt.com/misc/flsb08-28142.pdf


3900 LLC: Files Amended Schedules of Assets and Liabilities
-----------------------------------------------------------
3900, LLC, filed with the U.S. Bankruptcy Court for the District
of Nevada amended schedules of assets and liabilities, disclosing:

    Name of Schedule               Assets        Liabilities
    ----------------             -----------     -----------
A. Real Property                $17,000,000
B. Personal Property              1,142,411
C. Property Claimed as
    Exempt
D. Creditors Holding                             $8,990,431
    Secured Claims
E. Creditors Holding                               $128,963
    Unsecured Priority
    Claims
F. Creditors Holding                               $966,942
    Unsecured Non-priority
    Claims
                                 -----------     -----------
    TOTAL                        $18,142,411     $10,086,336

Based in Las Vegas, 3900, LLC also known as Michael's Plaza, filed
for Chapter 11 relief on Oct. 17, 2008 (Bankr. D. Nev. 08-22163).
Matthew L. Johnson, Esq., at Matthew L. Johnson & Associates, P.C.
represents the Debtor as counsel.


ACUSPHERE INC: Board Elects Not to Pay $0.8125 Per Share Dividend
-----------------------------------------------------------------
Acusphere Inc.'s board of directors elected not to declare a
quarterly cash dividend in the amount of $0.8125 per share on its
6.5% convertible exchangeable preferred stock payable on Dec. 1.

In February 2005, Acusphere issued 900,000 shares of its Preferred
Stock in a public offering.  As of Nov. 19, 2008, about 296,000 of
these shares of Preferred Stock remained outstanding.  The
Preferred Stock accrues a cumulative dividend at the annual rate
of $3.25 per share, payable quarterly on the first day of March,
June, September, and December, as declared by the company's board
out of funds legally available.

This is the fourth quarterly dividend that has not been declared
and paid on the Preferred Stock.  Under the terms of the
Preferred Stock, the holders will be entitled to vote as a
separate class to elect two directors if the company has not paid
the equivalent of six or more quarterly dividends, whether or not
consecutive.  These voting rights will continue until the company
pays the full accrued but unpaid dividends on the Preferred Stock.

                      About Acusphere Inc.

Headquartered in Watertown, Massachusetts, Acusphere Inc. (NASDAQ:
ACUS) -- http://www.acusphere.com-- is a specialty pharmaceutical
company that develops new drugs and improved formulations of
existing drugs using its proprietary microsphere technology.  The
company  are focused on developing proprietary drugs that can
offer significant benefits such as improved safety and efficacy,
increased patient compliance, greater ease of use, expanded
indications or reduced cost.

Its lead product candidate, Imagify for Injectable Suspension, is
a cardiovascular drug for the detection of coronary artery
disease.  Imagify is designed to enable ultrasound to compete more
effectively with nuclear stress testing, the leading procedure for
detecting coronary artery disease.

                      Going Concern Doubt

Deloitte & Touche LLP in Boston raised substantial doubt about
the ability of Acusphere Inc. to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's recurring
losses from operations, negative cash flows from operations, and
the projected funding needed to sustain its operations.

As of June 30, 2008, the company had cash and equivalents of
$12.0 million, current liabilities of $21.1 million and
stockholders' deficit of $0.8 million.  During the six months
ended June 30, 2008, the company incurred a net loss available to
common stockholders of $25.6 million.  During the six months ended
June 30, 2008, operating activities used approximately
$10.4 million of cash.  Given the company's results from
operations, current forecasts, and financial position as of
June 30, 2008, the company will require significant additional
funds in order to fund operations through and beyond the fourth
quarter of 2008.

These conditions raise substantial doubt about the company's
ability to continue as a going concern.  The accompanying
financial statements have been prepared on the basis of a going
concern assumption and do not reflect any adjustments that might
result from the outcome of this uncertainty.


ACUSPHERE INC: Completes $20MM Financing Deal with Cephalon Inc.
----------------------------------------------------------------
Acusphere, Inc., closed a deal that enabled it to obtain access to
$20 million in immediate financing from Cephalon, Inc.  The
funding will be provided through the issuance of a $15 million
senior secured convertible note and a $5 million upfront fee for
an exclusive worldwide license to AI-525, a preclinical-stage
injectable formulation of celecoxib using Acusphere's proprietary
Hydrophobic Drug Delivery System technology.

As reported in the Troubled Company Reporter on Oct. 30, 2008, the
senior secured convertible note will be issued pursuant to a Note
Purchase Agreement between the company and Cephalon, which
provides for customary representations and warranties and
covenants regarding the conduct of the company's business for so
long as the senior secured convertible note remains outstanding or
Cephalon holds at least 25% or more of the company's outstanding
voting securities.  The company has also granted Cephalon
preemptive rights during the Restricted Period.  In addition, from
and after the conversion of the senior secured convertible note
and for so long as Cephalon holds at least 25% or more of the
company's outstanding voting securities, Cephalon will have the
right to designate that number of directors to the company's board
of directors that is proportional to its equity interest, provided
that any future transaction between the company and Cephalon must
be approved by a committee of directors consisting entirely of
directors that are independent of Cephalon.

                      About Acusphere Inc.

Headquartered in Watertown, Massachusetts, Acusphere Inc. (NASDAQ:
ACUS) -- http://www.acusphere.com-- is a specialty pharmaceutical
company that develops new drugs and improved formulations of
existing drugs using its proprietary microsphere technology.  The
company is focused on developing proprietary drugs that can offer
significant benefits such as improved safety and efficacy,
increased patient compliance, greater ease of use, expanded
indications or reduced cost.

Its lead product candidate, Imagify for Injectable Suspension, is
a cardiovascular drug for the detection of coronary artery
disease.  Imagify is designed to enable ultrasound to compete more
effectively with nuclear stress testing, the leading procedure for
detecting coronary artery disease.

                      Going Concern Doubt

Deloitte & Touche LLP in Boston raised substantial doubt about
the ability of Acusphere Inc. to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's recurring
losses from operations, negative cash flows from operations, and
the projected funding needed to sustain its operations.

As of June 30, 2008, the company had cash and equivalents of
$12.0 million, current liabilities of $21.1 million and
stockholders' deficit of $0.8 million.  During the six months
ended June 30, 2008, the company incurred a net loss available to
common stockholders of $25.6 million.  During the six months ended
June 30, 2008, operating activities used approximately
$10.4 million of cash.  Given the company's results from
operations, current forecasts, and financial position as of
June 30, 2008, the company will require significant additional
funds in order to fund operations through and beyond the fourth
quarter of 2008.

These conditions raise substantial doubt about the company's
ability to continue as a going concern.  The accompanying
financial statements have been prepared on the basis of a going
concern assumption and do not reflect any adjustments that might
result from the outcome of this uncertainty.


ACUSPHERE INC: September 30 Balance Sheet Upside-Down by $10MM
--------------------------------------------------------------
Acusphere, Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $22.8 million and total liabilities of $33.1 million,
resulting in a stockholders' deficit of $10.3 million.

The company's assets comprise $4.1 million in cash and short-term
investments and $15.8 million in property and equipment, net of
accumulated depreciation.  As of early November 2008, Acusphere
had approximately 49.5 million shares of common stock outstanding
and 17.8 common stock equivalents in the form of options, warrants
and convertible preferred stock.  The convertible preferred stock
has a conversion price of $6.86 per share and a face value or
liquidation preference of $15.5 million.

Net loss of three months ended Sept. 30, 2008, was $10.2 million
compared to net loss of $14.0 million for the same period in the
previous year.

For nine months ended Sept. 30, 2008, the company reported net
loss of $34.8 million compared to net loss of $41.1 million for
the same period in the previous year.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?355f

                      About Acusphere Inc.

Headquartered in Watertown, Massachusetts, Acusphere Inc. (NASDAQ:
ACUS) -- http://www.acusphere.com-- is a specialty pharmaceutical
company that develops new drugs and improved formulations of
existing drugs using its proprietary microsphere technology.  The
company is focused on developing proprietary drugs that can offer
significant benefits such as improved safety and efficacy,
increased patient compliance, greater ease of use, expanded
indications or reduced cost.

Its lead product candidate, Imagify for Injectable Suspension, is
a cardiovascular drug for the detection of coronary artery
disease.  Imagify is designed to enable ultrasound to compete more
effectively with nuclear stress testing, the leading procedure for
detecting coronary artery disease.

                      Going Concern Doubt

Deloitte & Touche LLP in Boston raised substantial doubt about the
ability of Acusphere Inc. to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's recurring
losses from operations, negative cash flows from operations, and
the projected funding needed to sustain its operations.

As of June 30, 2008, the company had cash and equivalents of
$12.0 million, current liabilities of $21.1 million and
stockholders' deficit of $0.8 million.  During the six months
ended June 30, 2008, the company incurred a net loss available to
common stockholders of $25.6 million.  During the six months ended
June 30, 2008, operating activities used approximately
$10.4 million of cash.  Given the company's results from
operations, current forecasts, and financial position as of
June 30, 2008, the company will require significant additional
funds in order to fund operations through and beyond the fourth
quarter of 2008.

These conditions raise substantial doubt about the company's
ability to continue as a going concern.  The accompanying
financial statements have been prepared on the basis of a going
concern assumption and do not reflect any adjustments that might
result from the outcome of this uncertainty.


ACUSPHERE INC: EVP of Research and Development Resigns
------------------------------------------------------
Acusphere, Inc., disclosed that Dr. Howard Bernstein, executive
vice president of research and development, has resigned to pursue
new opportunities.  His resignation, effective Nov. 18, 2008,
brings an end to a 14-year career with the company in which he
drove the development of the company's lead product candidate,
which is currently awaiting approval by the U.S. Food & Drug
Administration.

Dr. Bernstein was instrumental in the development of Acusphere's
core microsphere technology platform and in devising ways to apply
that technology to potential new and existing drugs.  He was a
critical contributor to the development of ImagifyTM (Perflubutane
Polymer Microspheres) for Injectable Suspension, a cardiovascular
drug for the detection of coronary artery disease, which addresses
a potential $2 billion U.S. marketplace.

Dr. Bernstein said, "When we started the development of AI-700, as
Imagify was initially known, it was just a concept.  That concept
grew into an important potential new drug of which we can all be
proud.  As Acusphere plans for Imagify's potential approval and
commercialization, it has assembled a dedicated staff to support
its introduction into the market place.  With my work complete, I
see this as a good time for me to move on to another challenging
research and development opportunity."

Sherri C. Oberg, president and CEO of Acusphere, said, "All of us
who have worked closely with Howard over the years are greatly
indebted to him for his leadership and many contributions to the
science underlying our core technology and most notably, our lead
drug candidate, Imagify.  We all wish [Dr. Bernstein] well in his
new endeavor."

                      About Acusphere Inc.

Headquartered in Watertown, Massachusetts, Acusphere Inc. (NASDAQ:
ACUS) -- http://www.acusphere.com-- is a specialty pharmaceutical
company that develops new drugs and improved formulations of
existing drugs using its proprietary microsphere technology.  The
company is focused on developing proprietary drugs that can offer
significant benefits such as improved safety and efficacy,
increased patient compliance, greater ease of use, expanded
indications or reduced cost.

Its lead product candidate, Imagify for Injectable Suspension, is
a cardiovascular drug for the detection of coronary artery
disease.  Imagify is designed to enable ultrasound to compete more
effectively with nuclear stress testing, the leading procedure for
detecting coronary artery disease.

                      Going Concern Doubt

Deloitte & Touche LLP in Boston raised substantial doubt about the
ability of Acusphere Inc. to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's recurring
losses from operations, negative cash flows from operations, and
the projected funding needed to sustain its operations.

As of June 30, 2008, the company had cash and equivalents of
$12.0 million, current liabilities of $21.1 million and
stockholders' deficit of $0.8 million.  During the six months
ended June 30, 2008, the company incurred a net loss available to
common stockholders of $25.6 million.  During the six months ended
June 30, 2008, operating activities used approximately
$10.4 million of cash.  Given the company's results from
operations, current forecasts, and financial position as of
June 30, 2008, the company will require significant additional
funds in order to fund operations through and beyond the fourth
quarter of 2008.

These conditions raise substantial doubt about the company's
ability to continue as a going concern.  The accompanying
financial statements have been prepared on the basis of a going
concern assumption and do not reflect any adjustments that might
result from the outcome of this uncertainty.


AGS LLC: Moody's Junks Rating on Weak Operating Performance
-----------------------------------------------------------
Moody's Investors Service downgraded AGS, LLC's Corporate Family
rating to Caa1 from B3 and the Probability of Default rating to
Caa2 from Caa1.  The rating outlook is negative.  Moody's also
downgraded AGS' senior secured guaranteed bank facilities to Caa1
from B3.

The downgrade reflects the company's weaker-than expected
operating performance, the higher debt/EBITDA relative to original
expectations, and the increasing likelihood AGS will breach its
debt to EBITDA covenant over the next two quarters.

AGS' installed base of gaming machines has not grown as
anticipated and so earnings are meaningfully below original
expectations.  Additionally, machine hold per day is below prior
year levels due to falling gaming demand and greater competition
from other game providers.  Moody's estimates debt to EBITDA will
reach approximately 5.5 times by year-end 2008.  As of Sept. 30,
2008, AGS had a large cash balance and the company is expected to
generate sufficient earnings and cash flow to cover interest,
capital spending and debt amortization in 2009.

The negative outlook reflects the need to renegotiate covenants in
an adverse credit market, increasing competition from other game
providers, and a high probability that earnings will be pressured
in 2009.  The debt/EBITDA covenant in AGS' bank facilities steps
down from 4.25 times to 4.0 times in the quarter ended March 2009
and to 3.75 times for the quarter ending June 2009.  Should AGS be
unable to comply with this covenant, it will be forced to seek an
amendment or waiver from its bank group.  Given the very difficult
credit markets, it is uncertain whether or not the company will be
able to secure such concessions from its banks, and if so, what
structural or pricing changes might also be required.

Ratings downgraded:

  -- Corporate family rating to Caa1 from B3

  -- Probability of Default to Caa2 from Caa1

  -- $20 million 5-year secured and guaranteed revolving credit
     facility to Caa1 (LGD 3, 33%) from B3 (LGD 3, 35%)

  -- $30 million 6-year secured and guaranteed delayed draw term
     loan to Caa1 (LGD 3, 33%) from B3 (LGD 3, 35%)

  -- $125 million 6-year secured and guaranteed term loan to Caa1
     (LGD 3, 33%) from B3 (LGD 3, 35%)
     at B3, LGD3, 35%

AGS LLC is a subsidiary of AGS Capital LLC, a holding company that
is owned by Alpine Investors, LP (50%), Marathon Asset Management
(40%) and company management (10%).  AGS designs and manufactures
and distributes gamine machines for the Native American casino
market.


ALBRIGHT COLLEGE: Moody's Cuts Rating on $19.7 Mil. Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service has downgraded $19.7 million of Albright
College Series 2004 Revenue Bonds issued through the Berks County
Municipal Authority to Ba1 from Baa3.  The rating outlook is
stable.  The downgrade reflects recent increase in the College's
debt levels, the structure of the letter of credit supporting the
Series 2008 bonds and declining levels of liquidity.

The $25.5 million of Series 2008 variable rate bonds, issued for
the purpose of constructing a new Science Center on the College's
campus, are supported by a letter of credit from Wachovia Bank,
National Association (rated Aa2/P-1).  After review of the letter
of credit and other relevant documentation, Moody's assigned a
rating of Aa2/VMIG 1 to the bonds and a separate report was
published that assigned the rating based solely upon the letter of
credit.  Please see Moody's report dated Nov. 11, 2008.

Legal Security: Bonds are secured by a pledge of gross revenues
and a debt service reserve fund.

Interest Rate Derivatives: In conjunction with the issuance of the
Series 2008 letter of credit backed debt, the College plans to
enter into a forward starting interest rate swap with Wachovia on
Sept. 1, 2009.  In the planned swap agreement, the College pays a
fixed rate of 2.8275% and receives a floating rate through the
expiration date of December 2018.  The expected derivative
exposure is incorporated in Moody's Ba1 rating.

                            Strengths

* Stable market position and healthy student demand as a private,
  co-educational liberal arts institution serving 2,256 full-time
  equivalent students in Reading, PA. Despite regional competition
  from both public and private institutions and projected area
  high school graduation declines, the College continues to draws
  students as evidenced by increase in fall 2008 applications to
  approximately 4,916, an increase of 3.7% over 2007 and 35% over
  2003.  FTE has increased 2.6% to 2,256 since 2004 and for the
  fall the College has enrolled approximately 509 new freshmen.
  Selectivity and matriculation, or yield on accepted freshman,
  have remained relatively consistent since 2006 at 57% and 18%,
  respectively.  The College does not have enrollment growth plans
  and will focus its attention on increasing retention.

* Balanced operating performance with three-year average operating
  margin of 2.7% providing healthy average debt service coverage
  of 2.7 times in 2008. The College generated $6.7 million of cash
  flow to cover $2.5 million in annual debt service, resulting in
  operating cash flow margins of 13.6% in 2008, up from 6.8% in
  2004.  Looking forward, Moody's expects generation of operating
  surpluses given Albright's steady growth in net tuition revenue
  and conservative financial management to partially offset
  increased debt service cost.  In 2008, the College generated 1.7
  times coverage of maximum annual debt service.

* Strengthened fundraising focus and improved three-year gift flow
  to $4.4 million, in line with the median of institutions rated
  higher in the Baa category.  The College recently completed a
  capital campaign one full year ahead of scheduled and raised
  $43 million, of which $30 million has been received to date. The
  increase in gifts and focus on fundraising has helped bolster
  financial resources.

                             Challenges

* Variable rate exposure comprises 57% of the College's current
  debt structure, with the issuance of the Series 2008 bonds.  The
  variable rate debt structure leaves the College exposed to both
  counterparty and renewal risk.

* Leveraged balance sheet with expendable resources of
  $11.5 million covering pro-forma debt 0.25 times.  Moody's
  believes feels that the College has extremely limited capacity
  to incur additional debt at the current rating level as draw
  downs on resources or additional debt plans will likely pressure
  the rating further.  Moody's expects financial resources to be
  challenged in the near term as a result of the current market
  environment.

* Future demand could be limited given the competitive higher
  education environment in which the College operates and related
  pressures on tuition pricing and financial aid, reflected in the
  somewhat low yield rate of 18% (median of 33%), further
  reinforcing the critical need to continue to enhance its market
  position.  In addition, dependency on student charges (87% in FY
  2008) as the primary source of operating revenue stresses the
  importance of the continued successful recruitment and retention
  of students.

                       Recent Developments

By Moody's calculation, the College maintains negative
unrestricted financial resources of approximately $8.57 million in
FY 2008 that cover debt -0.35 times.  This is partially a result
of Pennsylvania law that requires the College's investment income
and gains to be classified as temporarily restricted that
otherwise would be classified as unrestricted.  Adjusting for this
difference, unrestricted financial resources would be $3.5 million
and cover debt 0.15 times.

Under the Series 2008 variable rate debt structure, the bonds are
supported by three year letter of credit from Wachovia Bank,
National Association (rated Aa2).  Moody's believes that the
nature of the bank agreement, in addition to renewal risks, add
other risks to the underlying credit profile.  The Reimbursement
Agreement contains various Events of Default which, if breached,
could result in acceleration of the bonds and immediate repayment
to the Bank by the College if not remedied after 30 days of
notice.  These events include, but are not limited to the failure
to maintain a Debt Service Coverage Ratio of 1.15 times and
failure to maintain a Liquidity Coverage Ratio of 0.40 times.  In
Moody's opinion, the variable rate debt structure and terms of the
letter of credit add additional risks that cannot be mitigated by
the institution's increases in demand, fundraising success or
operating success and are a primary driver of the rating
downgrade.

                             Outlook

The stable outlook at the lower rating level reflect Moody's
expectation that the institution will continue to maintain a
steady market position, generate positive operating margins and
succeed in its fundraising efforts.

                 What could change the rating--UP

Substantial growth of the University's financial resource base,
continued fundraising success and improved operating performance.

                What could change the rating--DOWN

Weakening of student market position, operating performance or
additional debt increases.

Key Indicators (Fiscal year 2008 financial data, fall 2008
enrollment):

  -- Total Enrollment: 2,195 full-time equivalent students

  -- Total Pro-Forma Debt: $46 million, $19.7 million rated by
     Moody's

  -- Expendable Resources to Pro-Forma Debt: 0.25 times

  -- Expendable Resources to Operations: 0.25 times

  -- Three-Year Average Operating Margin: 2.7%

  -- Average Debt Service Coverage: 2.1 times

                            Rated Debt

  -- Series 2004; Ba1 underlying rating
  -- Series 2008; Aa2/VMIG1 (based on Wachovia letter of credit)


ALPHA MEDIA: S&P Downgrades Corporate Credit Rating to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating, as well as its issue-level ratings, on Alpha Media Group
Inc.  Subsequently, S&P withdrew its ratings on Alpha at the
company's request and due to insufficient information.

The corporate credit rating was lowered to 'CCC' from 'CCC+'.

The issue-level rating on the company's first-lien facility was
revised to 'CCC' from 'B-', and the recovery rating was revised to
'4', indicating S&P's expectation of average (30% to 50%) recovery
in the event of a payment default, from '2'.  The revision of the
recovery rating on the company's first-lien debt reflects a change
in S&P's valuation assumptions.  Profitability has significantly
declined as a result of declining advertising demand for the
company's two publications, Maxim and Blender, which is likely to
remain depressed as a result of increased competition and
deteriorating magazine publishing industry ad demand.  S&P's
analysis yields an estimated valuation range of roughly $50
million.

The issue-level rating on Alpha Media's second-lien term loan was
revised to 'CC' from 'CCC-', while the recovery rating remains at
'6', indicating S&P's expectation of negligible (0%-10%) recovery
in the event of a payment default.

The New York, New York-based men's lifestyle publisher had
$152.6 million of debt as of June 30, 2008.

Standard & Poor's believes Alpha's compliance with its debt
leverage was in jeopardy at Sept. 30, 2008, based on the company's
very thin margin of covenant compliance at June 30, 2008 and
indications of a further weakening of operating performance.  Debt
leverage was 6.90x at June 30, 2008, versus the 6.95x covenant,
which stepped down to 6.75x at Sept. 30, 2008.

According to the Publisher's Information Bureau, advertising pages
for Maxim, which accounts for nearly all of Alpha Media's EBITDA,
declined 3.3% in the nine months ended Sept. 30, 2008.  Losses in
the company's other publication, Blender, are likely persisting,
as ad pages declined 24.6% over the same period.  Auto advertising
represents a significant proportion of the company's ad revenues,
and has been in steady decline.  S&P believes that weak magazine
advertising industry demand and tight credit market conditions
will persist, and will continue to depress both the company's
operating performance and its ability to satisfactorily amend its
credit agreement.


AMERICAN INT'L: Munich Re Eyes Asian Life Insurance Assets
----------------------------------------------------------
The Wall Street Journal reported that Munich Re AG is eyeing parts
of American International Group Inc.'s Asian life insurance
assets.

Without specifying target companies, Munich Re said in a press
statement it sees opportunities in Asia from financial crisis with
growing significance of reinsurance as direct capital substitute.

According to Munich Re, the financial crisis has sent stock
markets
plunging around the world and resulted in growing levels of risk
aversion making stringent risk management and transparency
increasingly important.

Munich Re noted that lower investment returns have placed pressure
on
primary insurers' capital, and together with restricted
refinancing
options on the capital markets, the significance of reinsurance as
a
direct capital substitute is growing.

"We are certainly seeing a trend where insurance companies are
looking
to shift risk away from their books as they simply don't have the
capital strength to support high risk exposure," said Ludger
Arnoldussen, member of the Munich Re Board of Management, speaking
in
Hong Kong at the East Asian Insurance Congress.  "This is
benefiting
strong reinsurers like Munich Re, as primary insurance companies
attach increasing importance to a reinsurer's financial strength,
stability and risk management capabilities."

Mr. Arnoldussen added that while Munich Re cannot fully escape the
wider effects of the crisis, which includes falling equity markets
and
the implications of a worldwide recession, the Group will emerge
stronger from the turmoil.  It will benefit from rising
reinsurance
prices, the expansion of profitable business and opportunities for
acquisitions, as well as its conservative investment strategy and
core
skills in risk assessment.

Asia and Australasia accounted for around 10% of Munich Re's
reinsurance premium volume in 2007.  The Group operates in all
major
countries in the region.

"We view the current crisis as an opportunity for Munich Re in
Asia-Pacific and believe our strong capital base and risk
management
skills will continue to prove a very attractive value proposition.
The demand for highly rated reinsurance will increase as the
greater
risk environment produces a flight to quality," said Mr.
Arnoldussen.

Munich Re expects a significantly higher reinsurance price level
and
differential terms for the upcoming renewals in January throughout
Asia.  This projection is based on the increased cost of capital,
growing demand for reinsurance, shrinking capacity of the
reinsurance
industry in general and the changed risk environment.

                     Chinese Shows Interest

The Wall Street Journal relates Chinese companies have also been
vocal
about their interest in AIG's assets.  According to the Journal,
Industrial & Commercial Bank of China Ltd. is monitoring AIG's
plans
to sell assets, and the lender won't rule out buying them.

Also, as reported in the Troubled Company Reporter on Nov. 25,
2008,
Reuters said China Life is interested in purchasing AIG's Asian
assets.  According to Reuters, China Life's manager said in an
interview, "We want to buy parts of AIG's business, especially
those
in areas of Asia such as Hong Kong, Singapore and South Korea."

Additionally, a consortium led by China Investment Corporation and
including
Chinese insurers was negotiating to purchase a 49% stake in AIG
unit
Alico, in a deal that could be worth as much as US$10.6 billion,
Japanese business daily Nikkei reported.  According to the report,
the
talks carry a year-end deadline.

A China Investment Corp. official denied that the firm was
interested
in buying a stake in AIG, Dow Jones Newswires stated.

                 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.


AMERICREDIT CORP: S&P Keeps 'BB-' Rating on Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including its 'BB-' long-term counterparty credit rating, on
AmeriCredit Corp. will stay on CreditWatch, where they were placed
with negative implications on Oct. 29, 2008.

"The CreditWatch listing reflects the pressure that deteriorating
economic and credit-market conditions have placed on AmeriCredit's
financial profile," said Standard & Poor's credit analyst Rian M.
Pressman.  "As part of S&P's review, S&P will analyze the
implications of AmeriCredit's recently announced agreement with
Fairholme Funds Inc. and of the new government funding programs
focused on consumer lenders."

This CreditWatch listing will be updated within 90 days.

On Nov. 24, AmeriCredit announced that Fairholme had agreed to
purchase approximately $123.0 million of asset-backed securities
rated below 'AAA' from the company as part of its latest
securitization transaction, expected to close before the end of
the month.  Deutsche Bank will purchase the 'AAA' rated tranche of
this ABS transaction in accordance with its existing forward-flow
agreement with AmeriCredit.

S&P views this transaction as positive because it allows the
company to substantially reduce the existing balance on its
nonprime warehouse line, which is subject to, among other
conditions, a 364-day aging provision.

Fairholme also agreed to exchange certain senior unsecured notes
(8.50% senior notes due 2015) that it currently holds for
approximately 15.1 million shares of AmeriCredit's common stock.
On balance, S&P view this transaction as positive because
AmeriCredit will receive additional capital while reducing
leverage and debt service.  The notes will be purchased at a
discount, at $840 per $1,000 of principal, further magnifying the
capital impact.

Despite these positive events, S&P remain concerned about
AmeriCredit's liquidity position and funding profile.  S&P will
closely analyze how new government funding programs focused on
consumer lenders, including the Term Asset-Backed Securities Loan
Facility announced on Nov. 25, 2008, will affect AmeriCredit's
liquidity position and funding profile.


ANNETTE HORNSBY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Antol Restoration, Inc.
        636 SW 12th Avenue
        Deerfield Beach, FL 33442

Bankruptcy Case No.: 08-26402

Chapter 11 Petition Date: October 30, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Southern District of Florida (Fort Lauderdale)

Bankruptcy Judge: John K. Olson

Debtor's Counsel: Kevin C. Gleason, Esq.
                  4121 N 31 Ave.
                  Hollywood, FL 33021
                  Tel: (954) 893-7670
                  E-mail: kgpaecmf@aol.com

Total Assets: $678,226

Total Debts: $2,065,917

A list of the Debtor's 20 largest unsecured creditors is available
at no charge at:

          http://bankrupt.com/misc/flsb08-26402.pdf


ANNETTE HORNSBY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Annette Hornsby
           aka Annette Langston
        2319 Bennington Dr.
        Vallejo, CA 94591

Bankruptcy Case No.: 08-35711

Chapter 11 Petition Date: October 29, 2008

Related Information: The Debtor has commenced bankruptcy
                     proceedings three times in the past:

                     Case Number               Date Filed
                     -----------               ----------
                       08-41908                 04/21/08
                       08-40528                 02/05/08
                       07-44398                 12/18/07

                     The prior cases were all filed before the
                     U.S. Bankruptcy Court for the Northern
                     District of California.

Bankruptcy Court: United States Bankruptcy Court
                  Eastern District of California (Sacramento)

Bankruptcy Judge: Michael S. McManus

Debtor's Counsel: Carolle R. Hudson, Esq.
                  5524 Assembly Ct. #17
                  Sacramento, CA 95823
                  Tel: (916) 427-4579

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

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

A full-text copy of the Debtor's petition, list of largest
unsecured creditors, schedules of assets and liabilities and
statement of financial affairs are available at no charge at:

          http://bankrupt.com/misc/caeb08-35711.pdf


ANTOL RESTORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Antol Restoration, Inc.
        636 SW 12th Avenue
        Deerfield Beach, FL 33442

Bankruptcy Case No.: 08-26402

Chapter 11 Petition Date: October 30, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Southern District of Florida (Fort Lauderdale)

Bankruptcy Judge: John K. Olson

Debtor's Counsel: Kevin C. Gleason, Esq.
                  4121 N 31 Ave.
                  Hollywood, FL 33021
                  Tel: (954) 893-7670
                  E-mail: kgpaecmf@aol.com

Total Assets: $678,226

Total Debts: $2,065,917

A list of the Debtor's 20 largest unsecured creditors is available
at no charge at:

          http://bankrupt.com/misc/flsb08-26402.pdf


ARTHUR SILVA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Arthur Frank Silva
       7800 Beverly Hills Ave., N.E.
       Albuquerque, NM 87122

Joint Debtor: Diana Lee Silva

Bankruptcy Case No.: 08-13647

Debtor-affiliate filing separate Chapter 11 petitions:

  Entity                      Case No.         Date Filed
  ------                      --------         ----------
Silva Bowling Inc.             08-11994         June 20, 2008
ADS Bowling LLC                08-11998         June 20, 2008

Chapter 11 Petition Date: October 29, 2008

Bankruptcy Court: United States Bankruptcy Court
                 District of New Mexico (Albuquerque)

Bankruptcy Judge: James S. Starzynski

Debtor's Counsel: Bonnie Bassan Gandarilla, Esq.
                 Moore, Berkson & Gandarilla, P.C.
                 P.O. Box 216
                 Albuquerque, NM 87103-0216
                 Tel: (505) 242-1218
                 Fax: (505) 242-2836
                 E-mail: mbglaw@swcp.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor's largest unsecured creditors:

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

           http://bankrupt.com/misc/nmb08-13647.pdf


ARTHUR SILVA: U.S. Trustee Sets Sec. 341 Meeting on December 4
--------------------------------------------------------------
The United States Trustee for the District of New Mexico in
Albuquerque will hold a meeting of creditors in the bankruptcy
case of Arthur Frank Silva and Diana Lee Silva on December 4,
2008, at 11:00 a.m. at Albuquerque: 500 Gold Ave SW, Room 12411.

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.

Frank and Diana Silva of Albuquerque, New Mexico, filed for
bankruptcy protection on October 29, 2008 (Bankr. D. N.M. Case No.
08-13647).  The Hon. James S. Starzynski presides over the case.
Bonnie Bassan Gandarilla, Esq., at Moore, Berkson & Gandarilla,
P.C., in Albuquerque, represents the Debtors.  On June 20, 2008,
two corporate affiliates of the Debtors filed separate chapter 11
petitions -- Silva Bowling Inc. (Bankr. D. N.M. Case No. 08-11994)
and ADS Bowling LLC (Bankr. D. N.M. Case No. 08-11998).  When the
Silvas filed for bankruptcy, they estimated both assets and debts
to be between $1 million and $10 million.


AUSTIN CONVENTION: S&P Downgrades Rating on $165-Mil. Bonds to BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Austin
Convention Center Enterprises Inc.'s $165 million first tier
revenue bonds series 2006A to 'BB+' from 'BBB-'.  The downgrade
was triggered by the project's reduced liquidity because the
surety provider, Syncora Guarantee Inc. (formerly XL Capital), was
downgraded to 'B' from 'BBB-'.  In addition, S&P affirmed the 'BB'
rating on the project's $95.17 million second tier revenue bonds
series 2006B.  The outlook is stable.

The stable outlook is based on hotel operations meeting its
projected financial performance.  The ratings could be lowered or
the outlook revised to negative, if coverage levels approach those
in Standard & Poor's downside scenarios for a period of more than
two years due to a prolonged economic slowdown, or other
competitive factors that reduce net hotel revenues.  A successful
track record of financial performance well in excess of forecasts,
and debt amortization significantly above forecast levels could
result in a rating upgrade, which is not expected at this time.
Additionally, the first tier bonds may be upgraded if additional
liquidity is provided for bondholders.


AVALON PHARMA: Fails to Meet NASDAQ's $10-Mil. Equity Rule
----------------------------------------------------------
Avalon Pharmaceuticals, Inc., received a Deficiency Notice from
The NASDAQ Stock Market, LLC, notifying the company that it is not
in compliance with NASDAQ Marketplace Rule 4450(a)(3) because the
company's stockholders' equity, as reported in the company's
Quarterly Report on Form 10-Q for the period ended Sept. 30, 2008,
did not meet the minimum of $10 million required for continued
listing on The NASDAQ Global Market.  This notification has no
immediate effect on the NASDAQ listing or trading of the company's
common stock.

The NASDAQ staff is reviewing the company's eligibility for
continued listing on The NASDAQ Global Market and has asked the
company to provide a specific plan to achieve and sustain
compliance with all of the NASDAQ Global Market listing
requirements, including a time frame for completion of the plan.
The company is in the process of preparing a response to NASDAQ's
request for a plan.

In the event the company receives notice that its common stock is
being delisted from The NASDAQ Global Market, the NASDAQ
Marketplace Rules permit the company to appeal the delisting to a
NASDAQ Listing Qualifications Panel.  Alternatively, NASDAQ may
permit the company to transfer its common stock to The NASDAQ
Capital Market if it satisfies the requirements for inclusion on
that market.

Based in Germantown, Maryland, Avalon Pharmaceuticals, Inc.
(NASDAQ:AVRX) -- http://www.avalonrx.com/-- is a
biopharmaceutical company focused on the discovery, development
and commercialization of first-in-class cancer therapeutics.


AXCELIS TECHNOLOGIES: Management Raises Going Concern Doubt
-----------------------------------------------------------
For the three months ended Sept. 30, 2008, Axcelis Technologies,
Inc., posted a net loss of $24,741,000, on revenues of
$46,454,000.  During the same period a year earlier, the company
posted a net loss of $8,197,000, on revenues of $107,553,000.

Stephen G. Bassett, executive vice president and chief financial
officer of Axcelis Technologies, discloses that unrestricted cash,
cash equivalents, and marketable securities at Sept. 30, 2008,
were $49.7 million, compared with $83.9 million at Dec. 31, 2007.
"The $34.2 million decrease in cash, cash equivalents, and short-
term investments is mainly attributable to cash used by operations
of $34.0 million.  At Oct. 31, 2008, unrestricted cash, cash
equivalents, and marketable securities were $44.7 million.
Furthermore, as of Sept. 30, 2008, the company's Senior
Subordinated Notes, due Jan. 15, 2009, are classified as current
liabilities.  Axcelis' liquidity is affected by many factors.
Some of these factors are based on normal operations of the
business, including continued acceptance of the Optima product
line, and others relate to the uncertainties of global economies
and the semiconductor equipment industry."

According to Mr. Bassett, the company anticipates continued cash
outflows in the fourth quarter of 2008, and believes it will need
to preserve existing cash and cash equivalents to support
operations.  "The company expects that existing cash and cash
equivalents (based primarily on current expectations of customer
orders coupled with enacted cost reducing efforts) will be
sufficient to satisfy the company's anticipated cash requirements
for the remainder of 2008.  However, the company will need to
secure new financing to repay the 4.25% Convertible Senior
Subordinated Notes due Jan. 15, 2009.  At maturity, we will be
required to repay the outstanding principal of the Senior
Subordinated Notes plus a maturity premium of 11.125% of such
principal (a total of approximately $84 million), resulting in an
effective annual yield to maturity of approximately 8.0%.  The
company is exploring various financing alternatives.  The amount
and timing of the company's financing needs depends on the
accuracy of our assumptions about levels of sales and expenses,
and a number of other factors.  In addition, should the company
continue to experience losses and negative cash flows from
operations, our assets, in particular, inventory, long-lived
assets, goodwill and internal use assets may become subject to
impairment in future periods."

In April 2008, the company entered into a revolving credit
facility with a bank that provides for borrowings up to
$50 million, subject to a borrowing base calculation.  "Presently,
the company's 2008 forecast does not anticipate drawing down on
the facility because the company is not currently, and does not
expect to become, in compliance with the financial covenants under
this facility," Mr. Bassett says.

Currently, Mr. Bassett continues, the company is seeking to
address its financing requirements through a combination of a
sale-leaseback of the company's headquarters and manufacturing
facility located in Beverly, Massachusetts, and a secured loan
facility with one or more lenders.  "We expect that the secured
loan facility would be an asset backed revolving line of credit
with a borrowing base that would consist of accounts receivable,
inventory and certain other assets of the company.  The terms of
these financing transactions will depend on market conditions and
the company's performance and financial condition.  The company
expects that the terms of any new financing arrangement will be
less attractive than the terms of the Senior Subordinated Notes.
There can be no assurance that any financing transaction will be
completed.  If the company is not able to obtain financing, it
will not have sufficient liquid resources to repay the Senior
Subordinated Notes in January 2009.  The uncertainty of the
company's ability to secure financing to repay the Senior
Subordinated Notes when they mature creates substantial doubt
about the company's ability to continue as a going concern."

In addition, Mr. Bassett says, the depressed market conditions and
the related negative effect on the company's ability to generate
revenues and positive cash flow could result in the company not
having sufficient cash to fund ongoing operations. "The company's
management may seek alternative strategies intended to improve the
company's cash position.  These strategies could include
initiating further efforts to restructure the business and reduce
the revenue breakeven level and equity financings that could be
dilutive to the existing holders of our common stock."

As of Sept. 30, 2008, the company's balance sheet showed
$579,741,000 in total assets, $142,365,000 in total liabilities,
and $437,376 in total stockholders' equity.

A full-text copy of the company's Quarterly Report is available
for free at http://researcharchives.com/t/s?3560

                    About Axcelis Technologies

Axcelis Technologies, Inc., is a producer of ion implantation and
dry strip equipment used in the fabrication of semiconductors in
the United States, Europe and Asia.  In addition, the company
provides extensive aftermarket service and support, including
spare parts, equipment upgrades, and maintenance services to the
semiconductor industry.  The company owns 50% of the equity of a
joint venture with Sumitomo Heavy Industries, Ltd. in Japan.  This
joint venture, which is known as SEN Corporation, licenses
technology from the Company relating to the manufacture of
specified ion implantation products and has exclusive rights to
manufacture and sell these products in the territory of Japan. SEN
is the leading producer of ion implantation equipment in Japan.


BCE INC: $42-Bill. in Doubt on KPMG Won't Affirm Solvency
---------------------------------------------------------
Peter Lattman at The Wall Street Journal reports that BCE Inc.'s
$42 billion sale has faced a hurdle when accounting and valuation
firm KPMG said that the company might not be able to meet the
conditions of the merger agreement.

As reported in the Troubled Company Reporter on Jul. 7, 2008, BCE
said it reached a final agreement with Teachers' Private Capital,
the private investment arm of the Ontario Teachers' Pension Plan,
Providence Equity Partners Inc., Madison Dearborn Partners LLC and
Merrill Lynch Global Private Equity, to complete its
privatization.  BCE entered into a definitive agreement to be
acquired by an investor group led by Teachers Private Capital.
The all-cash transaction is valued at C$51.7 billion or
$48.5 billion including C$16.9 billion or $15.9 billion of debt,
preferred equity and minority interests.

BCE said in a statement that it has received a preliminary view
from KPMG that, based on current market conditions, its analysis
to date and the amount of indebtedness involved in the LBO
financing, it does not expect to be in a position to deliver on
the scheduled effective date of BCE's privatization, Dec. 11,
2008, an opinion that BCE would meet the solvency tests as defined
in the definitive agreement, as amended.  The receipt at the
effective time of a positive solvency opinion is a condition to
the closing of the transaction.  At the same time, KPMG indicated
that BCE would meet all solvency tests under its current capital
structure.

"BCE today enjoys solid investment grade credit ratings, has $2.8
billion of cash on hand, a low level of mid-term debt maturities,
and continues to deliver solid operating results," said George
Cope, President and CEO of BCE and its unit Bell Canada.

"We are disappointed with KPMG's preliminary view of post-
transaction solvency, which is based on numerous assumptions and
methodologies that we are currently reviewing.  The company
disagrees that the addition of the LBO debt would result in BCE
not meeting the technical solvency definition," said Siim
Vanaselja, BCE's Chief Financial Officer.

The company continues to work with KPMG and the purchaser to seek
to satisfy all closing conditions.  Should KPMG be unable to
deliver a favorable opinion on Dec. 11, 2008, however, the
transaction is unlikely to proceed.

According to WSJ, BCE put a solvency certificate requirement for
the closing of the sale because it wanted to protect itself from
complaints by existing BCE bondholders about the company's new,
debt-heavy capital structure.  WSJ relates that Bell Canada
suspended its dividend until year-end as part of the deal,
resulting in a shareholder lawsuit against the company.

WSJ reports that Deutsche Bank, the Royal Bank of Scotland and
Toronto Dominion would likely benefit if the BCE acquisition deal
collapses.  The lenders, says the report, agreed to provide about
$34 billion in debt to fund the leverage buyout.  According to the
report, those lenders could suffer billions of dollars in losses
if they back the transaction, as they would have to try to resell
the bonds and loans into a debt market trading near record lows,
or hold them on their balance sheets.  WSJ states that if the
buyout deal is closed, Citigroup Inc. would have to provide
$11 billion in financing.

                          About BCE

BCE Inc. -- www.bce.ca -- is Canada's largest communications
company, providing the most comprehensive and innovative suite of
communication services to residential and business customers in
Canada. Under the Bell brand, the Company's services include
local, long distance and wireless phone services, high-speed and
wireless Internet access, IP-broadband services, information and
communications technology services (or value-added services) and
direct-to-home satellite and VDSL television services.  BCE also
holds an interest in CTVglobemedia, Canada's premier media
company.  BCE shares are listed in Canada and the United States.

As reported in the Troubled Company Reporter on Sept. 3, 2008,
Fitch's ratings placed BCE Inc.'s 'BB-' issuer default and senior
unsecured debt ratings, as well as the 'BB-' issuer default and
senior unsecured debt ratings and 'B+' subordinate debt rating on
Bell Canada on Watch Negative.  The ratings were first placed on
Rating Watch Negative on July 3, 2007, when Fitch downgraded the
IDR and senior unsecured debt ratings to 'BB-' from 'BBB+' due to
BCE's acceptance of a leveraged buyout offer from an investor
group including Teachers Private Capital.


BOY GAMING: S&P Downgrades Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Boyd Gaming Corp. to 'BB-' from 'BB'.
The issue-level ratings on the company's debt were also lowered by
one notch.  At the same time, these ratings were removed from
CreditWatch, where they were placed with negative implications
Oct. 28, 2008.  The rating outlook is negative.

"The ratings downgrade reflects S&P's expectation for continued
deterioration in Boyd's credit measures through at least the first
half of 2009," explained Standard & Poor's credit analyst Ben
Bubeck.

As of Sept. 30, 2008, Boyd's operating lease-adjusted debt
leverage (excluding earnings from Borgata) and EBITDA interest
coverage were both weak for the previous 'BB' rating, at 6.5x and
2.6x, respectively.  Furthermore, S&P's projections assume that
EBITDA trends observed in the third quarter of 2008, with wholly
owned property-level EBITDA down about 28%, continue in the fourth
quarter of 2008 and moderate only somewhat in the first half of
2009.  Although ongoing cost-containment efforts should somewhat
preserve EBITDA margins in future periods, S&P project that
operating lease-adjusted leverage, excluding earnings from
Borgata, will reach the mid-7x area by the middle of 2009.

While S&P's current projections do not drive a covenant violation,
S&P project a very thin covenant cushion in the fourth quarter of
2008, as well as the second and third quarters of 2009.  However,
S&P's rating does incorporate the expectation that the company
would be successful in amending covenant levels in the event that
declines in 2009 are steeper or more prolonged than currently
contemplated.  Furthermore, the 'BB-' rating incorporates the
expectation that declines moderate substantially in the second
half of 2009, translating into a high-single-digit decline in
wholly owned property-level EBITDA for the full year.  In this
scenario, EBITDA interest coverage remains at about 2x, even if a
step-up in pricing under the bank facility is factored in (as S&P
would anticipate in the case of an amendment), which supports the
'BB-' corporate credit rating.

Boyd is one of the largest gaming companies in the sector and owns
15 casino properties across five states, as well as a 50% share of
the Borgata in Atlantic City.  During the 12 months ended Sept.
30, 2008, Boyd generated $1,837 million of net revenues and $409
million of EBITDA, excluding earnings from Borgata.

During the 12 months ended Sept. 30, 2008, Boyd generated EBITDA
of about $409 million (excluding earnings from Borgata), and total
operating lease-adjusted debt to EBITDA and EBITDA coverage of
interest expense were 6.5x and 2.6x, respectively.  Including 50%
of the Borgata earnings and debt, leverage was about 6.3x.  Total
debt to EBITDA, excluding earnings from Borgata, is expected to
spike in the mid-7x area by the middle of 2009.


BLUEGREEN CORPORATION: Moody's Junks Probability of Default Rating
------------------------------------------------------------------
Moody's Investors Service lowered Bluegreen Corporation's
corporate family rating to B3 and probability of default rating to
Caa1.  It also downgraded the rating on the $20 million senior
unsecured revolving credit facility to Caa2.  The outlook remains
negative.  The rating actions reflect Moody's concerns regarding
the evolution of Bluegreen's liquidity profile in the near term,
absent the renewal of pledged receivables facilities or
securitization-type transactions in unprecedently restrictive
credit market conditions.

Bluegreen's current liquidity profile does not provide ample
cushion in Moody's opinion, considering the relatively thin
availability under the company's receivables-backed facilities and
short term maturities under construction and development credit
lines as of Sept. 30, 2008.  Liquidity could rapidly weaken,
absent the renewal of external sources of funding.  Additionally,
Moody's believes that the execution risk is high in relation to
Bluegreen's recently announced, large-scale, cash-enhancing
program.

The B3 corporate family rating assumes an above-average expected
family recovery rate, based on the very large proportion of
secured debt in the capital structure and the nature and amount of
Bluegreen's assets.

The outlook remains negative, reflecting the weaker prospects for
the timeshare business in a recessionary environment and concerns
regarding Bluegreen's ability to secure new credit lines and
maintain adequate liquidity.

The last rating action was made on May 16, 2008, when Moody's
revised the outlook to negative from stable.  For further detail,
please refer to Moody's credit opinion on moodys.com.

These ratings have been downgraded:

  * Corporate Family Rating to B3 from B2

  * Probability of Default Rating to Caa1 from B2

  * Senior Unsecured Revolver to Caa2 from Caa1 (LGD assessment
    revised to LGD4/62% from LGD5/83%)

Headquartered in Boca Raton, Florida, Bluegreen acquires, develops
and markets vacation ownership interests in resorts and
residential land homesites.  For the twelve months ended Sept. 30,
2008, the company generated approximately $519 million in real
estate sales.


BTWW RETAIL: Court Approves Asset Sale for $32 Million
------------------------------------------------------
The Deal's Jamie Mason reports that the Hon. Barbara J. Houser of
the United States Bankruptcy Court for the Northern District of
Texas approved the sale of BTWW Retail LP's assets for
$32 million.

According to Mr. Mason, a Marwit Capital Partners II LP unit, Boot
Barn Inc., acquired 14 of the Debtor's stores, which are located
in Wyoming and Nevada, for $7 million.  The remaining 81 stores of
the Debtors will be liquidated by the stalking-horse bidders --
Hudson Capital Partners LLC, Great American Group WF, SB Capital
Group and Tiger Capital Group LLC -- which will pay $25 million,
Mr. Mason says.

The going-out-of business sales at the 81 locations started on
Nov. 27, 2008, Mr. Mason notes.

Mr. Mason relates that the stalking-horse bidders increased their
offer to 37.15% from 35.4% of the retail value of the Debtor's
merchandise, which is worth $68$ million for the 81 stores.

                           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.


CATALINA MARKETING: S&P Changes Outlook to Stable; Holds B+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
St. Petersburg, Florida-based Catalina Marketing Corp. to stable
from negative.  Ratings on the company, including the 'B+'
corporate credit rating, were affirmed.

In addition, Standard & Poor's assigned its 'B-' issue-level
rating (two notches lower than the 'B+' corporate credit rating)
to Catalina's $330 million senior unsecured PIK toggle notes due
2015 and $160 million senior subordinated notes due 2017, which
were issued in October 2008 to replace temporary debt in the
company's capital structure.  S&P also assigned a recovery rating
of '6' to both sets of notes, reflecting the expectation for
negligible (0% to 10%) recovery in the event of a payment default.

"The outlook revision reflects Catalina's strong revenue and
EBITDA growth year to date, and S&P's expectation that the
company's good operating performance will continue into 2009,"
noted Standard & Poor's credit analyst Liz Fairbanks.

While the profitability and marketing budgets of Catalina's
customers will likely be negatively affected by declining consumer
spending in 2009, S&P believes the company's targeted marketing
approach and increased coupon redemption rates will result in flat
to low-single-digit EBITDA growth for the company in 2009.  Though
some of Catalina's customers may pull back on marketing spending
as they set budgets, others may increase marketing spend with the
company to benefit from consumers' increased coupon redemption
rates in this recessionary period.  In the last recession,
Catalina Marketing Services segment exhibited slightly positive
revenue growth.  In 2008, revenue and EBITDA have benefited from
increased pricing associated with the rollout of color coupons and
an expansion in the number of retail outlets that the company
serves.

Credit metrics are in line with the 'B+' rating.  Pro forma for
the increased interest expense associated with the company's notes
issuances in October 2008, EBITDA coverage of interest was about
1.9x.  While this is slightly below S&P's target of 2.0x, the
stable outlook reflects S&P's expectation that coverage will
remain in the 2.0x area over the intermediate term.  Leverage, as
measured by lease-adjusted debt to EBITDA (and adjusted for what
S&P believes is a temporary $50 million revolver draw), was about
5.9x at September 2008.  S&P expects leverage to remain at or less
than 6.0x over the intermediate term due to continued good
operating performance.  Debt repayment over the next two years
should be limited because of high levels of capital expenditures
related to the completion of the company's color printer rollout
to its existing retailer base and Catalina's efforts to grow this
base among drug, mass, and convenience-store retailers.  EBITDA
margins are strong at greater than 35%.

The company's business segments have all experienced growth year
to date in 2008.  Catalina Health Resource, which represents about
16% of EBITDA, is volatile, and revenue relies on the timing of
Food & Drug Administration approval of prescription drug therapies
and the periodic substitution of generic alternatives.  S&P
expects the benefit of an increased number of retail pharmacies in
Catalina's network to partially offset potential revenue
variability associated with the timing of FDA's drug approval and
the introduction of generic substitutes.

The rating on St. Petersburg, Florida-based Catalina reflects high
leverage, limited levels of expected debt repayment over the
intermediate term due to a growth strategy reliant upon high
levels of capital investment, a competitive consumer promotion
marketplace, and a customer base of powerful consumer products
companies.  These factors are only partly mitigated by Catalina's
high margins and good levels of operating cash flow generation,
relatively high barriers to entry in its markets due to the
company's installed base of customers and retailers, a good market
position due to lack of direct competition in its U.S.-based
point-of-sale marketing communications segment, and high customer
renewal rates.


CB RICHARD: S&P Changes Outlook on 'BB+' Rating to Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on CB Richard Ellis Services Inc. (CBRE; BB+) to negative
from stable.

"S&P took this action to reflect modest weakening in CBRE's
financial profile and S&P's concern about potential further
deterioration as the result of the mounting cyclical downturn in
global commercial real estate markets," said Standard & Poor's
credit analyst Robert B. Hoban, Jr.

CBRE is the main operating subsidiary of CB Richard Ellis Group
Inc., the recognized leader in the CRE sales and services
industry, with annual revenue in excess of $6 billion.

Our rating on CBRE continues to reflect the company's position as
the world's largest CRE services company; its historically
aggressive financial management, highlighted by weakening debt
service coverage and negative tangible equity; and the sensitivity
of its financial performance and debt service, to the highly
cyclical volume of CRE sales and leasing transactions.

CBRE has historically been aggressive in its financial management,
especially considering the cyclicality of its business.  CBRE has
a long history of debt-financed acquisitions, which have greatly
increased its scale and market share, but also left it with high
levels of debt, low to modest interest coverage, and substantially
negative tangible equity.

Although CBRE now earns a larger percentage of its revenue from
fee-based businesses than historically, profitability and interest
coverage remain highly dependent on healthy CRE markets to
generate sales and leasing transaction volume and capital
appreciation in the investment management business.

The current ongoing downturn in the economy and real estate cycle
has greatly affected profitability and caused debt service
coverage to become less supportive of current ratings at only 2.7x
through the first nine months of 2008.

CBRE's liquidity remains adequate for the rating.  The highly
seasonal nature of CBRE's business means that its liquidity
normally improves throughout the year, but S&P is concerned that
weaker-than-expected cash flow in the historically strong fourth
quarter could signal an even more challenging 2009.  CBRE
buttressed its liquidity position with its recent issuance of
approximately $200 million in stock.  S&P view this additional
liquidity as essential given CBRE's contractual debt repayments of
$209 million in 2009 and $305 million in 2010.

Although CBRE is largely a cash-flow business, its negative
tangible equity is an issue because of the principal exposures in
its direct real estate investment and investment management
operations.  Although the total size of these exposures is
manageable, S&P believes that the credit and market risk inherent
in this requires capital; therefore CBRE's negative tangible
equity position limits the rating.

The negative outlook incorporates S&P's expectation that global
CRE markets are clearly in the midst of a cyclical downturn.
Given that and management's recent increase in debt, CBRE may be
challenged to maintain debt service coverage that is adequate for
the rating.

The outlook also assumes that the credit and market risk from the
CRE development business will remain very low.  If profitability
erodes further, debt increases materially, or interest coverage
deteriorates further, S&P would lower the ratings.  In addition,
if there is a material increase in risk exposure in the direct
real estate investment operations, S&P could lower ratings.  Over
the longer term if management pays down debt, improves interest
coverage and equity, and establishes a low-risk track record in
the development business, S&P could return the outlook to stable
or, in the longer term, raise the rating.


CEDAR FAIR: S&P Changes Outlook to Negative & Retains 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Cedar Fair L.P. to negative from stable.

Standard & Poor's also said that it affirmed its 'B+' corporate
credit rating on the company.  Sandusky, Ohio-based Cedar Fair is
the second-largest regional theme park company in the U.S. in
terms of attendance.

In addition, Standard & Poor's lowered its rating on Cedar Fair's
$2.1 billion first-lien facilities to 'BB-' (one notch above the
corporate credit rating) from 'BB'.  The recovery rating is
revised to '2' from '1', indicating S&P's expectation of
substantial (70%-90%) recovery in the event of a payment default.
The downgrade was driven principally by a change in the emergence
valuation multiple, taking into account current market conditions,
recent transaction multiples, and current trading multiples.
Total debt was $1.71 billion as of Sept. 28, 2008.

"The outlook revision is based on S&P's expectation that the
company's operating performance that could deteriorate in the peak
summer 2009 operating season given S&P's forecast of an extended
period of difficult economic conditions," explained Standard &
Poor's credit analyst Hal Diamond.  "This would result in a
narrowing margin of compliance with the company's debt leverage
covenant, which steps down twice through the end of 2009,
especially in light of the company's high distribution payout."

The ratings on Cedar Fair reflect heightened debt leverage
following the 2006 $1.24 billion acquisition of Paramount Parks
Inc. and its high distribution payout resulting from its master
limited partnership structure.  The partnership's competitive
position and its operating track record only partially offset
those factors.

Cedar Fair's largest parks--Cedar Point, Knott's Berry Farm,
Canada's Wonderland, and Kings Island--are four of the top five
North American regional parks in terms of attendance, and they
together account for more than half of revenues.  However, the
profitability of Cedar Point, the largest property, is sensitive
to difficult local economic conditions in Ohio and Michigan.

Cedar Fair's parks are generally the largest in their regions and
benefit from significant barriers to entry.  Most of the parks
face limited direct competition, the only exception being the
intensely competitive market of Los Angeles, which is the location
of the partnership's second-largest park.  Theme parks have
significant fixed costs, with profitability highly sensitive to
attendance levels and per-capita guest spending.

"The negative outlook incorporates S&P's concern about the
potential underperformance and the tightening of covenant
compliance in light of the covenant step-down schedule over the
next year and amid an economic downturn," Mr. Diamond added.
Specifically, S&P could lower the rating if revenue contracts 4%
and EBITDA falls 10% during the 12 months ended Sept. 30, 2009,
assuming the distribution stays constant through June 30, 2009.

This would transpire if attendance and per capital spending drop
as a result of continued weak economic conditions, despite
discounting and promotion activity.  In this case, the company
would likely violate the distribution suspension covenant on Sept.
27, 2009.  If Cedar Fair is able to grow attendance and in-park
spending substantially without significant discounting and
generate EBITDA growth in 2009, which S&P regard as relatively
unlikely, and establish an appropriate margin of covenant
compliance despite the 2009 leverage covenant stepdowns, S&P could
revise the outlook back to stable.


CHAMPION ENTERPRISES: Limited Liquidity Cues S&P to Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Champion Enterprises Inc. and Champion Home Builders
Co. to 'CCC+' from 'B'.  At the same time, S&P lowered all of
S&P's issue-level ratings on the companies.  The outlook is
negative.

"The downgrades reflect Champion's limited liquidity and S&P's
expectations that the operating results of Champion's
international units will continue to weaken as global economic
conditions deteriorate," said Standard & Poor's credit analyst
Lisa Wright.  "The ratings had been supported by the strength and
growth of the company's Canadian manufactured home and U.K.
nonresidential building operations.  Despite ongoing and
significant restructuring of the company's U.S. manufacturing
platform, S&P continue to expect that Champion's core U.S.
manufactured housing and domestic modular home businesses will
remain very weak leading to the potential for continued negative
operating cash flow."

The negative outlook reflects Champion's limited liquidity, S&P's
expectations for very poor operating results, and the potential
for negative operating cash flow.  S&P would lower the ratings if
Champion generates operating cash flow deficits that reduce the
company's cash on hand to a level that is insufficient to fund
required debt payments and expected working capital needs, or
should the company violate any of its revolving credit facility
covenants.  Although very unlikely in the near term given U.S. and
international economic conditions, S&P could revise the outlook to
stable if operating cash flow turns positive and profitability
strengthens.


CHILDREN ARE OUR FUTURE: Case Summary & Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Children Are Our Future, Inc.
        9110 Independence Ave.
        Chatsworth, CA 91311

Bankruptcy Case No.: 08-18586

Chapter 11 Petition Date: October 30, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Central District of California
                  (San Fernando Valley)

Bankruptcy Judge: Geraldine Mund

Debtor's Counsel: Robert M. Yaspan, Esq.
                  Law Offices of Robert M. Yaspan
                  21700 Oxnard St., Ste. 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Fax: (818) 501-7711
                  E-mail: tmenachian@yaspanthau.com

Total Assets: $899,502

Total Debts: $1,585,582

A list of 20 largest unsecured creditors is available at no charge
at:

               http://bankrupt.com/misc/cacb08-18586.pdf


CHRISTY REFRACTORIES: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: The Christy Refractories Company, LLC
       4641 McRee Ave.
       St. Louis, MO 63110

Bankruptcy Case No.: 08-48541

Chapter 11 Petition Date: October 29, 2008

Bankruptcy Court: United States Bankruptcy Court
                 Eastern District of Missouri (St. Louis)

Bankruptcy Judge: Charles E. Rendlen III

Debtor's Counsel: David A. Warfield, Esq.
                 Husch Blackwell Sanders LLP
                 720 Olive St., Suite 2400
                 St. Louis, MO 63101
                 Tel: (314) 345-6451
                 Fax: (314) 345-6060
                 E-mail: david.warfield@huschblackwell.com

                 -- and --

                 Laura Toledo, Esq.
                 Husch Blackwell Sanders, LLP
                 720 Olive Street, Suite 2400
                 St. Louis, MO 63101
                 Tel: (314) 345-6000
                 E-mail: laura.toledo@huschblackwell.com

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

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

A list of the Debtor's 20 largest unsecured creditors are
available at no charge at:

           http://bankrupt.com/misc/moeb08-48541.pdf


CHRYSLER LLC: May Get Gov't Bailout, Says Deutsche Bank
-------------------------------------------------------
Soyoung Kim at Reuters reports that Deutsche Bank said that
chances for Ford Motor Co., General Motors Corp., and Chrysler LLC
to get a bailout from the government have improved.

Reuters quoted Deutsche Bank analyst Rod Lache as saying, "There
is growing concern about the risks to the U.S. economy that would
be derived from inaction.  The proximity of these bailout hearings
to the Citigroup bailout may have also tipped the scales
somewhat."

Ford Motor, GM, and Chrysler would likely present "relatively
aggressive" plans to the Congress during a Dec. 8 session,
addressing challenges to operating costs and revenues, Reuters
says, citing Mr. Lache.  "We believe winning over skeptics will
require U.S. automakers to submit plans that demonstrate an
ability to achieve cash flow break-even at relatively low demand
and conservative market share levels," the report quoted Mr. Lache
as saying.

Mr. Lache, according to Reuters, said that GM could reduce its
yearly fixed costs for North American operations to the
$20 billion range, from $31 billion, but that would involve
"significant execution and timing risks."  Shareholders would
likely be diluted near no value for the stock, even if GM were
able to restructure outside of bankruptcy, the report says, citing
Mr. Lache.

"There is speculation that the automakers are going to release
their future business plan by Monday, which would allow the
government to give the auto industry their funds for the bailout,"
Reuters quoted brokerage firm vFinance Investments options
strategist William Lefkowitz as saying.

Reuters relate that some analysts expect GM's remaining equity
value to be wiped out by a government recapitalization.  According
to the report, Mr. Lefkowitz said that "trading in options" on GM
shares was active on Wednesday.  Call options allow buyers to
acquire a security at the predetermined price.

Reuters relates that GM shares surged 36.5%, or $1.30, to $4.86 on
the New York Stock Exchange, after hitting a 70-year low of $1.70
last week.  The report says that Ford Motor shares also rose
26.5%, or 44 cents, to $2.10 on the same day.  No mention of
Chrysler's shares was made.

             No Changes in Executive Compensation

Matthew Dolan at The Wall Street Journal reports that Ford Motor
hasn't indicated any changes in CEO Alan Mulally's salary, after
the Congress suggested that company executives cut their pay.
Ford Motor said in a statement that its board of directors'
compensation committee regularly reviews pay packages.

As reported in the Troubled Company Reporter on Nov. 20, 2008, Mr.
Mulally and GM CEO Rick Wagoner refused to have their salaries cut
to $1 per year.  Chrysler CEO Robert Nardelli agreed in the $1
yearly salary.

Citing people familiar with the matter, WSJ relates that Mr.
Nardelli isn't paid a salary now under his current employment
agreement.  WSJ states that Mr. Nardelli will be compensated when
Chrysler's owner Cerberus Capital Management LP make a profit on
its acquisition of the auto maker.

         Loses Tailpipe Emission Suit Against Rhode Island

The Associated Press reports that the Hon. Ernest Torres of the
U.S. District Court in Rhode Island has sided with the state,
dismissing GM, Chrysler, and two auto makers associations from the
case, while he permitted several local car dealers to pursue the
lawsuit for now.  The report says that the automakers have lost
similar lawsuits in California and Vermont.

According to The AP, Judge Torres ruled that auto makers can't sue
to block Rhode Island from enforcing tighter standards on tailpipe
emissions.

Judge Torres, says The AP, allowed the auto dealers to continue
with the lawsuit, but said that lawyers for the state could still
make arguments to have the firms dismissed from the case.  The AP
quoted Judge Torres as saying, "It is difficult to see what
interest the public has in permitting the plaintiffs another bite
of the apple in challenging regulations limiting the emission of
greenhouse gases into the atmosphere."

                       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.


CIT MORTGAGE: Fitch Amends Ratings in November 20 Press Release
---------------------------------------------------------------
Fitch Ratings amended its press release originally issued on
Nov. 20 to revise certain ratings on CIT Mortgage Loan Trust
2007-1.

Loss Coverage Ratios for each class are included with the ratings:

  -- Class 1-A 'AAA'; Outlook Stable (LCR: 2.12);
  -- Class 2-A1 'AAA'; Outlook Stable (LCR: 2.61);
  -- Class 2-A2 'AAA'; Outlook Stable (LCR: 2.30);
  -- Class 2-A3 'AAA'; Outlook Stable (LCR: 2.12);
  -- Class 1-M1 'A'; Outlook Stable (LCR: 1.78);
  -- Class 2-M1 'A'; Outlook Stable (LCR: 1.80);
  -- Class 1-M2 'BBB'; Outlook Stable (LCR: 1.63);
  -- Class 2-M2 'BBB'; Outlook Stable (LCR: 1.65);
  -- Class 1-M3 'BBB'; Outlook Stable (LCR: 1.53);
  -- Class 2-M3 'BBB'; Outlook Stable (LCR: 1.54);
  -- Class 1-M4 'BB'; Outlook Stable (LCR: 1.42);
  -- Class 2-M4 'BB'; Outlook Stable (LCR: 1.44);
  -- Class 1-M5 'BB'; Outlook Stable (LCR: 1.32);
  -- Class 2-M5 'BB'; Outlook Stable (LCR: 1.33);
  -- Class 1-M6 'BB'; Outlook Stable (LCR: 1.23);
  -- Class 2-M6 'BB'; Outlook Stable (LCR: 1.24);
  -- Class B1 'B'; Outlook Stable (LCR: 1.14);
  -- Class B2 'B'; Outlook Stable (LCR: 1.06);
  -- Class B3 'B'; Outlook Stable (LCR: 1.00).

Summary

  -- 60+ day Delinquency: 15.92%;
  -- Realized Losses to date (% of Original Balance): 0.78%;
  -- Expected Remaining Losses (% of Current Balance): 21.07%;
  -- Cumulative Expected Losses (% of Original Balance): 18.89%.

The ratings published on Nov. 20 reflected a 60+ day Delinquency
of 27.51%, which overstated the percentages of real estate owned
loans, loans in Foreclosure and Loans in Bankruptcy.  The correct
60+ day Delinquency is 15.92% and is reflected in these ratings
and in the revised expected losses.

These ratings reflect Fitch's analysis of expected default and
loss from the collateral pool in addition to cash flow analysis of
each class.


COACTIVE TECHNOLOGIES: Moody's Cuts Corp. Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of CoActive Technologies, Inc. to B3 from B2 citing weaker
than anticipated earnings performance and credit protection
metrics.  In addition, the ratings on the first lien credit
facility and term loan were lowered to B2 from B1 and the rating
on the second lien term loan were lowered to Caa2 from Caa1. The
rating outlook is stable.

The downgrade reflects Moody's view that CoActive's financial
leverage and interest coverage metrics are expected to be
consistent with the B3 rating category over the next twelve
months.  Further, the rating reflects Moody's view that
challenging end-market conditions and weakened demand for its
products, particularly from European automotive and North American
material handling customers, will weigh on CoActive's operating
performance and cash flow generation over the near-term.

The stable outlook reflects Moody's view that CoActive's liquidity
profile is expected to remain adequate over the next twelve
months.  Existing cash balances, modest cash generation and
availability under the revolving credit facility are expected to
be sufficient to cover capital spending requirements, interest
payments and debt amortization over the near term.

These ratings have been downgraded:

  -- Corporate Family Rating to B3 from B2;

  -- Probability of default rating to B3 from B2;

  -- $25 million senior secured revolving credit facility to B2
     (LGD3, 35%) from B1 (LGD3, 34%);

  -- $139 million senior secured first lien term loan to B2 (LGD3,
     35%) from B1 (LGD3, 34%); and,

  -- $52 million senior secured second lien term loan to Caa2
     (LGD5, 85%) from Caa1 (LGD5, 82%).

The previous rating action on CoActive was the assignment of all
existing ratings on June 26, 2007.

CoActive, incorporated in the U.S. and headquartered in Hong Kong,
is the former Switches Business of ITT Corporation.  CoActive is a
worldwide leader in the designing, manufacturing and marketing of
customized electromechanical switches, interface controls, and
dome arrays.


COFFEE TIME: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Coffee Time, Inc.
         dba Spring Time Water
       1310 Crooked Hill Road, Suite 400
       Harrisburg, PA 17110

Bankruptcy Case No.: 08-03993

Chapter 11 Petition Date: October 29, 2008

Bankruptcy Court: United States Bankruptcy Court
                 Middle District of Pennsylvania (Harrisburg)

Bankruptcy Judge: Mary D. France

Debtor's Counsel: Deborah A. Hughes, Esq.
                 dhughes@ssbc-law.com
                 P.O. Box 961
                 Harrisburg, PA 17108
                 Tel: (717) 651-1772
                 Fax: (717) 651-1778

Debtor's Special
Counsel:          Serratelli, Schiffman, Brown & Calhoon, PC

Debtor's
Accountant:       Jacqueline Balthaser

Total Assets: $641,614

Total Debts: $1,749,864

A full-text copy of the Debtor's petition, schedules of assets and
liabilities and statement of financial affairs are available for
free at:

           http://bankrupt.com/misc/pamb08-03993.pdf

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


COLBY STREET: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Colby Street Realty, LLC
       P.O. Box 559
       Brookline, NH 03033

Bankruptcy Case No.: 08-13169

Chapter 11 Petition Date: October 31, 2008

Bankruptcy Court: United States Bankruptcy Court
                 District of New Hampshire (Manchester)

Bankruptcy Judge: J. Michael Deasy

Debtor's Counsel: William S. Gannon, Esq.
                 William S. Gannon PLLC
                 889 Elm Street, 4th Floor
                 Manchester, NH 03101
                 Tel: (603) 621-0833
                 Fax: (603) 621-0830
                 E-mail: bgannon@gannonlawfirm.com

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

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

A full-text copy of the Debtor's petition and list of 20 largest
unsecured creditors are available at no charge at:

           http://bankrupt.com/misc/nhb08-13169.pdf


COLBY STREET: U.S. Trustee Sets Sec. 341 Meeting on Monday
----------------------------------------------------------
The United States Trustee for the District of New Hampshire will
hold a meeting of creditors in the bankruptcy case of Colby Street
Realty, LLC, on Monday, December 1, 2008, at 10:00 a.m. at 1000
Elm Street, Suite 702, in Manchester.

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.

Based in Brookline, New Hampshire, Colby Street Realty, LLC, filed
for bankruptcy protection on October 31, 2008 (Bankr. D. N.H. Case
No. 08-13169).  The Hon. J. Michael Deasy presides over the case.
William S. Gannon, Esq., in Manchester, New Hampshire, represents
the Debtor.  When it filed for bankruptcy, the Debtor reported
assets between $1,000,000 and $10,000,000, and debts between
$500,000 and $1,000,000.


COMERIO MEDICAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Comerio Medical Hospital
       18 Georgetti Street
       Comerio, PR 00782

Bankruptcy Case No.: 08-07429

Chapter 11 Petition Date: October 31, 2008

Bankruptcy Court: United States Bankruptcy Court
                 District of Puerto Rico

Bankruptcy Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: JORGE R. COLLAZO SANCHEZ, Esq.
                 COLLAZO SANCHEZ LAW OFFICE
                 PO BOX 1494
                 COAMO, PR 00769
                 Tel: (787) 825-7161
                 E-mail: coa@prtc.net

In documents filed in Court, the Debtor estimated its assets to be
less than $50,000.  The Debtor said its debts total $1,267,400.

A full-text copy of the Debtor's petition, list of largest
unsecured creditors, and schedules of assets and debts are
available at no charge at:

           http://bankrupt.com/misc/prb08-07429.pdf


COMERIO MEDICAL: U.S. Trustee Sets Sec. 341 Meeting on December 8
-----------------------------------------------------------------
The United States Trustee for Region 21 in San Juan, Puerto Rico,
will hold a meeting of creditors in the bankruptcy case of Comerio
Medical Hospital on December 8, 2008, at 9:00 a.m. at 341 MEETING
ROOM, OCHOA BUILDING, 500 TANCA STREET, FIRST FLOOR, in San Juan.

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.

Based in Comerio, Puerto Rico, Comerio Medical Hospital filed for
bankruptcy protection on October 31, 2008 (Bankr. D. P.R. Case No.
08-07429).  The Hon. Enrique S. Lamoutte Inclan presides over the
case.  Jorge R. Collazo Sanchez, Esq., in Coamo, Puerto Rico,
represents the Debtor.  When the Debtor filed for bankruptcy, the
Debtor estimated its assets to be less than $50,000.  The Debtor
said its debts total $1,267,400.


COMERIO MEDICAL: Court Sets Status Conference for January 13
------------------------------------------------------------
The United States Bankruptcy Court in Puerto Rico will hold a
status conference in the bankruptcy case of Comerio Medical
Hospital at 10:00 a.m. on January 13, 2009, at US POST OFFICE &
COURTHOUSE BLDG., 300 RECINTO SUR, 2ND FLOOR COURTROOM 2 in San
Juan.

Creditors may file proofs of claim by March 8, 2009.  Governmental
entities have until May 5, 2009, to file proofs of claim.

Based in Comerio, Puerto Rico, Comerio Medical Hospital filed for
bankruptcy protection on October 31, 2008 (Bankr. D. P.R. Case No.
08-07429).  The Hon. Enrique S. Lamoutte Inclan presides over the
case.  Jorge R. Collazo Sanchez, Esq., in Coamo, Puerto Rico,
represents the Debtor.  When the Debtor filed for bankruptcy, the
Debtor estimated its assets to be less than $50,000.  The Debtor
said its debts total $1,267,400.


CREDIT SUISSE: Fitch Downgrades Ratings on 2002-CP5 Certificates
----------------------------------------------------------------
Fitch Ratings downgrades, assigns distressed recovery ratings, and
assigns Rating Outlooks to Credit Suisse First Boston Mortgage
Securities Corp., series 2002-CP5:

  -- $7.4 million class M to 'B' from 'BB-'; Outlook Negative;
  -- $4.4 million class N to 'B-' from 'B'; Outlook Negative;
  -- $4.7 million class O to 'CC/DR4' from 'B-'; and
  -- $7.2 million class P to 'C/DR6' from 'CCC/DR1'.

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

  -- $108.1 million class A-1 at 'AAA'; Outlook Stable;
  -- $620.3 million class A-2 at 'AAA'; Outlook Stable;
  -- Interest-only class A-X at 'AAA'; Outlook Stable;
  -- Interest-only class A-SP at 'AAA'; Outlook Stable;
  -- $41.5 million class B at 'AAA'; Outlook Stable;
  -- $22.2 million class C at 'AAA'; Outlook Stable;
  -- $14.8 million class D at 'AAA'; Outlook Stable;
  -- $17.8 million class E at 'AA+'; Outlook Stable;
  -- $8.9 million class F at 'AA'; Outlook Stable;
  -- $16.3 million class G at 'A+'; Outlook Stable;
  -- $14.8 million class H at 'A'; Outlook Stable;
  -- $22.2 million class J at 'BBB-'; Outlook Stable;
  -- $5.9 million class K at 'BB+'; Outlook Stable; and
  -- $8.9 million class L at 'BB'; Outlook Negative.

Fitch does not rate the $3.1 million class Q.

The downgrades reflect expected losses from two of the three loans
that are currently in special servicing.  The Rating Outlooks
reflect the likely direction of additional rating changes over the
next one to two years.

The largest specially serviced loan (0.77%) is secured by a 365-
unit multifamily property located in Houston, Texas.  The asset
was significantly damaged by Hurricane Ike.  The servicer reported
that upon a recent site visit, four of the 25 buildings were
heavily damaged.  The borrower has requested payment relief while
they await collection of insurance proceeds and stabilize the
property.

The second specially serviced asset (0.74%) is a 95,241 square
foot retail shopping center in Middletown, New York.  The borrower
indicated that as a result of two anchor tenants recently vacating
their space, it would be difficult to pay debt service going
forward.  The property was 56% occupied as of October 2008.
Losses are expected.

The final specialty serviced loan (0.45%) is collateralized by a
28,511 sf retail strip center in Louisville, Colorado, which has
been real estate owned since December 2007.  Occupancy as of June
2008 was 44%.  The special servicer is actively marketing the
property for sale and recent appraisal valuation indicates losses
upon liquidation of this loan.

Since Fitch's last rating action, one additional loan (0.96%) has
defeased.  In total, 22 loans (34.2%) are fully defeased.  As of
the November 2008 distribution date, the pool's aggregate
certificate balance has decreased 21.7% to $928.6 million from
$1.19 billion since issuance.

Fitch reviewed the one remaining non-defeased shadow rated loan in
the pool, Fashion Square Mall (5.9%).  The loan maintains an
investment grade shadow rating due to stable performance.  Fashion
Square Mall is secured by 450,490 sf retail property in Saginaw,
Michigan.  The occupancy as of December 2007 remained high at 98%,
compared to 100% at issuance.

All of the non-defeased loans except three (0.3%) mature in 2012.
The weighted average coupon of the loans maturing in 2012 is
6.66%.


CWCAPITAL COBALT: S&P Downgrades Ratings on Eight Classes of Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes from CWCapital COBALT Vr Ltd. and removed them from
CreditWatch with negative implications, where they were placed on
Nov. 19, 2008.  Concurrently, S&P affirmed S&P's ratings on three
classes from the same transaction.

The lowered and affirmed ratings follow S&P's analysis of the
transaction, which was prompted by the downgrade of nine classes
of commercial mortgage-backed securities from GS Mortgage
Securities Trust 2007-GG10 (GSMST 2007-GG10).  Five of these
downgraded classes ($100.1 million, 3%) serve as collateral in
COBALT Vr.

According to the Oct. 27, 2008, trustee report, COBALT Vr's
current assets included 235 classes ($2.612 billion, 77%) of pass-
through certificates from 49 distinct CMBS transactions issued
between 2003 and 2007. None of the CMBS assets represent a
concentration of 10% or more of COBALT Vr's total assets.  Classes
G, N, O, P, Q, and S ($241.9 million; 7%) from GSMST 2007-GG10
serve as collateral in COBALT Vr.

COBALT Vr's non-CMBS assets include:

-- Six classes ($406.6 million, 12%) from CRIIMI MAE Commercial
    Mortgage Trust's series 1998-C1, which is a CMBS re-REMIC
     (resecuritized real estate mortgage investment conduit)
    transaction;

-- The preferred share classes ($382.5 million, 11%) from nine
    commercial real estate collateralized debt obligation
    transactions; and

-- Class E-2 ($6 million) from Fairfield Street Solar 2004-1
    Ltd., which is a CRE CDO transaction.

As of the Oct. 27, 2008, trustee report, the aggregate balance of
the assets totaled $3.407 billion, down from $3.432 billion at
issuance, while the aggregate balance of the liabilities totaled
$3.432 billion, which is unchanged since issuance.  The
$24.5 million reduction in the aggregate asset balance was due to
principal losses realized on first-loss CMBS assets, which
currently represent $916.3 million (27%) of the asset pool.

Our analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'B-' rated
obligations.  Excluding first-loss CMBS assets, the current asset
pool exhibits credit characteristics consistent with 'BB-' rated
obligations.

      Ratings Lowered and Removed From CreditWatch Negative

                    CWCapital COBALT Vr Ltd.

                            Rating
                            ------
              Class    To              From
              -----    --              ----
              B        AA-             AA/Watch Neg
              C        A               A+/Watch Neg
              E        BBB             BBB+/Watch Neg
              F        BBB-            BBB/Watch Neg
              G        BB+             BBB-/Watch Neg
              H        BB-             BB+/Watch Neg
              J        CCC+            B-/Watch Neg
              K        CCC-            CCC/Watch Neg

                        Ratings Affirmed

                    CWCapital COBALT Vr Ltd.

                      Class        Rating
                      -----        ------
                      A1           AAA
                      A2           AA
                      D            BBB+


DEMAY INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: DeMay, Inc.
       109 Chaffee Road South
       Jacksonville, FL 32220

Case No.: 08-07450

Petition Date: November 26, 2008

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

Judge: Paul M. Glenn

Debtors' Counsel: Albert H. Mickler, Esq.
                 5452 Arlington Expressway
                 Jacksonville, FL 32211
                 Tel: 904-725-0822
                 court@planlaw.com

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

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

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

        http://bankrupt.com/misc/flmb08-07450.pdf


DERRYFIELD SCHOOL: Moody's Withdraws 'Ba1' Rating on 2000 Bonds
---------------------------------------------------------------
Moody's Investors Service has withdrawn its Ba1 long-term rating
assigned to the Derryfield School's Series 2000 bonds, issued
through the New Hampshire Health and Educational Facilities
Authority.  The rating has been withdrawn due to the defeasance of
the School's obligation under the indenture.  The School no longer
has any debt with a Moody's rating based on its own credit
quality.

Moody's maintains enhanced ratings on the Derryfield School's
outstanding debt.  The Series 2008 bonds issued through the New
Hampshire Health and Educational Facilities Authority are rated
Aa3/VMIG1 based on a direct-pay letter of credit from RBS
Citizens, NA.


DICHRISDA LLC: Case Summary & List of Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dichrisda, LLC
       42 Cobb Lane
       Scituate, MA 02066

Bankruptcy Case No.: 08-18234

Debtor-affiliate filing separate chapter 11 petition:

     Entity                             Case Number
     ------                             -----------
  Tarpouch, LLC                           08-18237
    dba Pier 44
  44 Jericho Road
  Scituate, MA 02066

Related Information:  David A. Pallotta is the sole manager of
                     Dichrisda, LLC, and Tarpouch, LLC.
                     Dichrisda owns certain real property
                     located in Scituate, Massachusetts,
                     including a commercial building that is
                     fully outfitted for use as restaurant.
                     Tarpouch owns and leases tangible personal
                     property located in the restaurant
                     building, and holds a liquor license
                     issued by the Town of Scituate.  The
                     Debtors plan to develop affordable housing
                     on a portion of the property, provided
                     that Dichrisda can obtain a special permit
                     to do so pursuant to Mass. Gen. Laws
                     chapter 40B.

Chapter 11 Petition Date: October 29, 2008

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

Debtor's Counsel: Pamela Smith Holleman, Esq.
                 Sullivan & Worcester
                 One Post Office Square
                 Boston, MA 02109
                 Tel: (617) 338-2800
                 E-mail: pholleman@sandw.com

                 -- and --

                 Patrick P. Dinardo, Esq.
                 Sullivan & Worcester LLP
                 One Post Office Square
                 Boston, MA 02109
                 Tel: (617) 338-2800
                 Fax: (617) 338-2880
                 E-mail: pdinardo@sandw.com

                     Estimated Assets        Estimated Debts
                     ----------------        ---------------
Dichrisda, LLC        $1MM to $10MM           $1MM to $10MM
Tarpouch, LLC         $100,000 to $500,000    $1MM to $10MM

A full-text copy of Dichrisda's petition and list of largest
unsecured creditors are available at no charge at:

           http://bankrupt.com/misc/mab08-18234.pdf

A full-text copy of Tarpouch's petition and list of largest
unsecured creditors are available at no charge at:

           http://bankrupt.com/misc/mab08-18237.pdf


DJ ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: D.J. Electrical Contractors, Inc.
       217 Fordham Street
       Bronx, NY 10464

Case No.: 08-14751

Petition Date: November 26, 2008

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Dawn K. Arnold, Esq.
                 Email: darnold@rattetlaw.com
                 Erica R. Feynman, Esq.
                 Email: efeynman@rattetlaw.com
                 Jonathan S. Pasternak, Esq.
                 Email: jsp@rattetlaw.com
                 Rattet, Pasternak & Gordon-Oliver, LLP
                 550 Mamaroneck Avenue
                 Harrison, NY 10528
                 Tel: (914) 381-7400
                 Fax: (914) 381-7406

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/nysb08-14751.pdf


DR HORTON: Expected Cash Flow Decline Cues Moody's Rating Cuts
--------------------------------------------------------------
Moody's Investors Service downgraded all of the ratings of D.R.
Horton, Inc., including its corporate family rating to Ba3 from
Ba2, its probability of default rating to Ba3 from Ba2, its senior
notes rating to Ba3 from Ba2, its subordinated notes rating to B2
from B1, and its speculative grade liquidity rating to SGL-3 from
SGL-2. The outlook remains negative.

The downgrades reflect Moody's expectation that Horton's future
cash flow generation will decline from the currently robust
levels; its long land position will raise the specter of
continuing impairment charges and upward pressure on debt
leverage; quarterly operating losses before impairments will
continue in fiscal 2009; covenant compliance will be problematic,
and a heavy debt maturity schedule over the next four years will
challenge the company's liquidity position.

At the same time, the ratings acknowledge that Horton has the
second strongest cash flow generation in the industry and has been
cash flow positive on a trailing 12 month basis for eight
consecutive quarters; that Moody's projects the company will have
in excess of $1.5 billion in cash at the end of fiscal 2009 after
paying down $550 million of maturing debt obligations; and that
unlike most of the other companies in the industry, the company
has minimal off-balance sheet obligations.

The negative rating outlook reflects the expectation of Moody's
Corporate Finance Group that the crisis in the U.S. financial
system, the severe correction in real estate prices and the large
inventory of unsold homes will ensure that the problems in the
homebuilding industry and in the broader economy will almost
certainly worsen before they get better, thereby further
pressuring the company's financial performance.

Going forward, the outlook could stabilize if the company were to
continue to grow its homebuilding cash flow substantially and use
the cash to build additional liquidity and pay down debt; reduce
costs sufficiently to restore homebuilding profitability before
charges; and make it through the coming year without substantial
additional impairment charges, which could enable the company to
stabilize debt leverage and remain in compliance with its
covenants.

The ratings could be lowered again if the company begins
experiencing sharp reductions in its trailing twelve-month cash
flow generation; violates covenants in its bank credit agreement;
continues to increase its debt leverage; is expected to continue
generating quarterly losses before impairments throughout fiscal
2010; or continues taking substantial asset impairment charges.

These rating actions were taken:

  -- Corporate family rating lowered to Ba3 from Ba2;

  -- Probability of default rating lowered to Ba3 from Ba2;

  -- Senior unsecured notes rating lowered to Ba3 (LGD4, 54%) from
     Ba2 (LGD4, 53%);

  -- Senior subordinated notes rating lowered to B2 (LGD6, 97%)
     from B1 (LGD6, 96%);

  -- Speculative grade liquidity assessment lowered to SGL-3 from
     SGL-2.

Headquartered in Ft. Worth, Texas, D.R. Horton, Inc. is one of the
country's largest homebuilders, with revenues and net income for
the trailing twelve-month period ended June 30, 2008 of
$7.9 billion and ($1.9) billion, respectively.


EAGLE CREEK: Caledonia Subdivision's Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Caledonia Subdivision, LLC
       521 E. Morehead St., Suite 405
       Charlotte, NC 28202

Bankruptcy Case No.: 08-07535

Chapter 11 Petition Date: October 29, 2008

Debtor-affiliates filing separate chapter 11 petition on
June 27, 2008:

     Entity                         Case Number
     ------                         -----------
  Aumond Glen, LLC                    08-04294
  Back Creek Farms Subdivision, LLC   08-04295
  Eagle Creek Subdivision, LLC        08-04292
  Eagles Trace, LLC                   08-04293
  Saddlebrook Subdivision, LLC        08-04296

Debtor-affiliates filing separate chapter 11 petition on
September 22, 2008:

     Entity                         Case Number
     ------                         -----------
  Chandler Oaks, LLC                  08-06507
  Kelsey Glen, LLC                    08-06503
  Myers Mill, LLC                     08-06508
  River Chase Subdivision, LLC        08-06509
  The Heights Subdivision, LLC        08-06502
  The Rapids at Belmeade, LLC         08-06504
  Water Mill, LLC                     08-06506

Debtor-affiliates filing separate chapter 11 petition on
October 9, 2008:

     Entity                         Case Number
     ------                         -----------
  Lismore Park, LLC                   08-07026
  The Village at Windsor Creek, LLC   08-07020

Debtor-affiliates filing separate chapter 11 petition on
October 15, 2008:

     Entity                         Case Number
     ------                         -----------
  Old Towne, LLC                      08-07170

Bankruptcy Court: United States Bankruptcy Court
                 Eastern District of North Carolina (Wilson)

Bankruptcy Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                 efile@stubbsperdue.com
                 Stubbs & Perdue, P.A.
                 P.O. Drawer 1654
                 New Bern, NC 28563
                 Tel: (252) 633-2700
                 Fax: (252) 633-9600

Total Assets: $7,019,313

Total Debts: $5,429,636

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

           http://bankrupt.com/misc/nceb08-07535.pdf

The United States Trustee for the Eastern District of North
Carolina (Wilson) called a meeting of creditors pursuant to Sec.
341(a) of the Bankruptcy Code on November 26, 2008, at Wilson 341
Meeting Room.  Proofs of claim are due in the Debtor's case by
February 24, 2009.


ECLIPSE AVIATION: Gets Initial OK to Access $8-Mil. DIP Facility
----------------------------------------------------------------
The Hon. Mary Walrath of the United States Bankruptcy Court for
the District of Delaware authorized Eclipse Aviation Corporation
and Eclipse IRB Sunport to obtain, on an interim basis, up to
$8 million in postpetition financing from Alfred E. Mann Living
Trust and ETIRC Aviation, S.arl., under the debtor-in-possession
financing dated Nov. 25, 2008.

Judge Walrath also authorized the Debtors to use $2 million cash
collateral of their noteholders upon each DIP fund event.

According to the DIP agreement, each of the lenders will initially
provide (i) $4 million of financing to the Debtors on the petition
date; and (ii) an additional $2 million on Dec. 9 and Dec. 23,
2008, and Jan. 13, 2009, until an aggregate of $20 million is
outstanding.  The lenders committed to provide $20 million in
financing to the Debtors on the final basis.

The facility will bear interest at a rate equal to the LIBO Rate
for each period plus 8% per annum.

The DIP agreement contain customary and appropriate events of
default including, among other things (i) failure to make payments
when due; (ii) breach of certain covenants and warranties; and
(iii) default in other agreements.

The proceeds of the loan will be used to provide liquidity for the
Debtors to fund working capital for its postpetition business
operations and pay fees and expenses in connection with the DIP
agreement and the administration of the Chapter 11 cases.

To secure their DIP obligations, the lenders will receive
superpriority administrative expense claims over all
administrative expense claims and unsecured claims against the
Debtors and their estate.

The DIP liens are subject to a $66,000 carve-out for payment of
allowed administrative expenses, reasonable fees and expenses of
professionals retained by the Debtors and any statutory committee.

The Debtors said they entered on Dec. 19, 2007, into a
restructuring agreement with holders of 90% in principal amount of
$225 million of senior secured convertible notes due 2010, and
Alfred E. Mann as holder of the Debtors' preferred stock.  Under
the agreement, the noteholders agreed to amend the notes to allow
the Debtors to (i) enter a bridge loan facility agreement with
ETIRC, and (ii) tender their notes and warrants in connection with
an exchange offer.

Nine days later, the Debtors signed a bridge loan agreement with
ETIRC, wherein the Debtors issued a secured promissory note for an
aggregate principal amount of $70 million to ETIRC on a senior
secured basis, ranking pari passu with the notes.  The bridge loan
bore interest at 9.0% per annum payable in cash or shares of
preferred stock representing 17.5% of common stock on a fully
diluted basis, at the company's option.

The Debtors issued warrants to buy 197,183 shares of Series A
Common Stock for $35.5 per share to ETIRC in connection with the
notes, and receive an option to acquire 5% of the shares of ETIRC
in connection with the bridge loan.  The principal amount was
repaid through the issuance of shares of preferred stock
representing 17.5% of the Debtors' common stock on a full diluted
basis.  In addition, ETIRC exercised on Feb. 15, 2008, it rights
to purchase for $70 million an additional amount of preferred
stock representing 17.5% of the common stock on a fully diluted
basis.

On Jan. 16, 2008, the Debtors initiated an exchange offer of the
notes for a new issuance of $551,449,643 of 8% senior secured
notes due 2012 and warrants exercisable to purchase the Debtors'
common stock for $35.5 per share.  The notes were modified that
the security of the notes were secured by a small portion of the
collateral formerly securing the notes including certain letter of
credit rights and commercial tort claims.

The Debtors said they breached a covenant of the notes requiring a
minimum cash and ash equivalent balance of $35 million, triggering
an event of default on July 18, 2008.  Holders of more than 26% of
the outstanding notes (i) declared the entire principal amount of
the notes to be immediately due and payable and (ii) froze
the Debtors' bank account deposits under a certain account control
agreements dated June 2007.

The Debtors entered into a restructuring agreement with the
noteholders, ETIRC and Mr. Mann on July 28, 2008, under which Mr.
Mann will provide $25 million in unsecured bridge loans to the
Debtors.  Under the restructuring deal, the Debtors is required
to execute an exchange offer by Sept. 23, 2008, for the
outstanding shares of the Debtors' existing preferred stock.  As
of the Debtors' bankruptcy filing, the exchange offer is not
completed.  The bridge loan will due on Jan. 31, 2009 and bear
interest at 8% per annum.

A hearing is set for Dec. 15, 2008, at 12:30 p.m., to consider
final approval of the motion.  Objections, if any, are due
Dec. 11, 2008, by 12:00 p.m.

A full-text copy of the Debtor-in-Possession Financing Agreement
dated Nov. 25, 2008, is available for free at:

              http://ResearchArchives.com/t/s?355a

A full-text copy of the Debtors' Cash Collateral Budget is
available for free at:

              http://ResearchArchives.com/t/s?3559

                     About Eclipse Aviation

Headquartered in Albuquerque, New Mexico, Eclipse Aviation
Corporation -- http://www.eclipseaviation.com-- make six-
passenger plane which is powered by two Pratt & Whitney turbofan
engines.  The company and affiliate Eclipse IRB Sunport, LLC filed
for Chapter 11 protection on November 25, 2008 (Bankr. D. Del.
Lead Case No. 08-13031).  Young, Conaway, Stargatt & Taylor LLP,
and Allen & Overy LLP represent the Debtors in their
restructuring efforts.  The Debtors selected Greenhill & Co., LLC
as Financial Advisor and Kurtzman Carson Consultants LLC  as
claims agent.  When the Debtors filed for protection from their
creditors, they listed assets between $100 million to $500 million
and debts of more than $1 billion.


ECLIPSE AVIATION: Court Approves Kurtzman Carson as Claims Agent
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Eclipse Aviation Corporation and Eclipse IRB Sunport to
employ Kurtzman Carson Consultants LLC as their claims, noticing
and balloting agent.

The firm is expected to:

a) assist the Debtors and the Court clerk's office with noticing
    and claims handling;

b) assist the Debtors with the compilation, administration,
    evaluation and production of documents and information
    necessary to support a restructuring effort;

c) prepare and serve those notices required in the bankruptcy
    cases;

d) receive, record and maintain copies of all proofs of claims
    and proofs of interest filed in the bankruptcy cases;

e) create and maintain the official claims registers;

f) receive and record all transfers of claims pursuant to
    the bankruptcy Rule 3001(e)

g) maintain an up-to-date mailing list for all entities who
    filed proofs of claims and request for notices in the
    bankruptcy cases;

h) assist the Debtors with the administrative management,
    reconciliation and resolution of claims;

i) mail and tabulate ballots for purpose of plan voting;

j) assist with the preparation and maintenance of the Debtors'
    schedules of assets and liabilities, statements of financial
    affairs and other master lists and databases of creditors,
    assets and liabilities;

k) assist with the production of reports, exhibits and schedules
    of information for use by the third parties;

l) provide other technical and document management services of a
    similar nature request by the Debtors or the clerk's office;

m) facilitate or perform distributions;

n) maintain a call center; and

o) provide other services as may be requested by the Debtors
    pursuant to the services agreement.

The Debtor paid $20,000 in retainer fee to the firm in connection
with these cases.

The firm's professionals and their compensation rates are:

    Designation                          Hourly Rate
    -----------                          -----------
    Senior Consultant/Senior Managing    $230-$295
     Consultant
    Consultant                           $145-$225
    Technology/Programming Consultant    $130-$195
    Project Specialist                    $80-$140
    Clerical                              $45-$65

James Le, chief operating officer at the firm, assures the Court
that the firm does not hold any interests adverse to the Debtors'
estates and their creditors, and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

                     About Eclipse Aviation

Headquartered in Albuquerque, New Mexico, Eclipse Aviation
Corporation -- http://www.eclipseaviation.com-- make six-
passenger plane which is powered by two Pratt & Whitney turbofan
engines.  The company and affiliate Eclipse IRB Sunport, LLC filed
for Chapter 11 protection on November 25, 2008 (Bankr. D. Del.
Lead Case No. 08-13031).  Young, Conaway, Stargatt & Taylor LLP,
and Allen & Overy LLP represent the Debtors in their
restructuring efforts.  The Debtors selected Greenhill & Co., LLC
as Financial Advisor and Kurtzman Carson Consultants LLC  as
claims agent.  When the Debtors filed for protection from their
creditors, they listed assets between $100 million to $500 million
and debts of more than $1 billion.


FANNIE MAE: To Comply with Average Share Price Rule Before May 11
-----------------------------------------------------------------
Fannie Mae notified the New York Stock Exchange that it intends to
bring the share price of its common stock and the average share
price of its common stock for 30 consecutive trading days above
$1.00 by no later than May 11, 2009.

Fannie Mae is working with its conservator, the Federal Housing
Finance Agency, to determine the specific action or actions that
Fannie Mae will take to cure the deficiency.  If necessary to
bring its share price and its average share price for
30 consecutive trading days above $1.00, and subject to the
approval of the U.S. Department of Treasury, Fannie Mae has
advised the NYSE that it may undertake a reverse stock split in
order to cure the deficiency by the May 11, 2009 date.  Fannie Mae
expects to determine the actual number of shares that will produce
one share of common stock as a result of any reverse stock split
based on both the market price of Fannie Mae's common stock prior
to announcement of the split and additional input from FHFA and
Treasury.

Under applicable NYSE rules, Fannie Mae now has until May 11,
2009, subject to supervision by the NYSE, to bring its share price
and its average share price for 30 consecutive trading days above
$1.00.  If it fails to do so, the NYSE will initiate suspension
and delisting procedures.

Fannie Mae's common stock and each of the company's listed series
of preferred stock continue to trade on the exchange's main
platform under the symbol or prefix "FNM," but with the addition
of a ".BC" to indicate to investors that the company is not
currently in compliance with the exchange's continued listing
standards.

                        About Fannie Mae

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

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

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

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


FLEETWOOD ENTERPRISES: Closes Plants and Consolidates Operations
----------------------------------------------------------------
Fleetwood Enterprises, Inc., disclosed the consolidation of
several manufacturing facilities in coordinated actions designed
to match current production to market demand and improve capacity
utilization.

The company has notified its associates of the closures at its
manufactured housing plants in Woodland, California; Auburndale,
Florida; Willacoochee, Georgia; Benton, Kentucky; and Pembroke,
North Carolina.  All of these plants will work through the orders
they have and will begin transitioning production to some of the
remaining 13 Fleetwood Housing Group facilities.  They are
expected to close within approximately 60 days.  The company's
Trendsetter Homes plant in Douglas, Georgia, which is one of two
producing modular housing, will also be closed, effective
immediately.

Impending closure announcements were also made at Fleetwood's
travel trailer manufacturing centers in Crawfordsville, Indiana,
and Mexicali, Mexico.  After the transition, all of the company's
travel trailers and fifth wheels will be produced in its three
existing plants in Ohio and Oregon.

"In the current economic climate, it is essential that we match
our production to demand," said Elden L. Smith, Fleetwood's
president and chief executive officer.  "With 13 remaining
housing plants and three travel trailer plants, we can continue
to service all our existing dealers and the markets in which we
currently operate.  As difficult as it is to make decisions like
these that impact the lives of our valued associates, we must
position Fleetwood to operate profitably under the present and
foreseeable business circumstances.  We believe that these moves,
in conjunction with the previously announced consolidation of two
motor home plants, other significant cost-saving measures, and our
proposed balance sheet restructuring, will enable us to weather
the current economic crisis."

The company will work to place a limited number of associates
within the organization, but it is expected that most of the jobs
will be permanently lost.  Assistance will be provided to all
affected associates in cooperation with state and local agencies.

                About Fleetwood Enterprises, Inc.

Based in Riverside, California, Fleetwood Enterprises Inc. --
http://www.fleetwood.com/-- through its subsidiaries, is one of
North America's largest producers of recreational vehicles and
manufactured homes.  Fleetwood has approximately 9,000 associates
working in facilities strategically located throughout the nation.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 21, 2008,
Moody's Investors Service downgraded the ratings of Fleetwood
Enterprises, Inc.'s corporate family rating to Caa3 from Caa1;
probability of default to Caa3 from Caa1; and, trust preferred
securities to Ca from Caa3.  The outlook remains negative.


FORD MOTOR: May Get Gov't Bailout, Says Deutsche; Shares Rise
-------------------------------------------------------------
Soyoung Kim at Reuters reports that Deutsche Bank said that
chances for Ford Motor Co. and General Motors Corp., and Chrysler
LLC to get a bailout from the government have improved.

Reuters quoted Deutsche Bank analyst Rod Lache as saying, "There
is growing concern about the risks to the U.S. economy that would
be derived from inaction.  The proximity of these bailout hearings
to the Citigroup bailout may have also tipped the scales
somewhat."

Ford Motor, GM, and Chrysler would likely present "relatively
aggressive" plans to the Congress during a Dec. 8 session,
addressing challenges to operating costs and revenues, Reuters
says, citing Mr. Lache.  "We believe winning over skeptics will
require U.S. automakers to submit plans that demonstrate an
ability to achieve cash flow break-even at relatively low demand
and conservative market share levels," the report quoted Mr. Lache
as saying.

Mr. Lache, according to Reuters, said that GM could reduce its
yearly fixed costs for North American operations to the
$20 billion range, from $31 billion, but that would involve
"significant execution and timing risks."  Shareholders would
likely be diluted near no value for the stock, even if GM were
able to restructure outside of bankruptcy, the report says, citing
Mr. Lache.

"There is speculation that the automakers are going to release
their future business plan by Monday, which would allow the
government to give the auto industry their funds for the bailout,"
Reuters quoted brokerage firm vFinance Investments options
strategist William Lefkowitz as saying.

Reuters relate that some analysts expect GM's remaining equity
value to be wiped out by a government recapitalization.  According
to the report, Mr. Lefkowitz said that "trading in options" on GM
shares was active on Wednesday.  Call options allow buyers to
acquire a security at the predetermined price.

Reuters relates that GM shares surged 36.5%, or $1.30, to $4.86 on
the New York Stock Exchange, after hitting a 70-year low of $1.70
last week.  The report says that Ford Motor shares also rose
26.5%, or 44 cents, to $2.10 on the same day.  No mention of
Chrysler's shares was made.

             No Changes in Executive Compensation

Matthew Dolan at The Wall Street Journal reports that Ford Motor
hasn't indicated any changes in CEO Alan Mulally's salary, after
the Congress suggested that company executives cut their pay.
Ford Motor said in a statement that its board of directors'
compensation committee regularly reviews pay packages.

As reported in the Troubled Company Reporter on Nov. 20, 2008, Mr.
Mulally and GM CEO Rick Wagoner refused to have their salaries cut
to $1 per year.  Chrysler CEO Robert Nardelli agreed in the $1
yearly salary.

Citing people familiar with the matter, WSJ relates that Mr.
Nardelli isn't paid a salary now under his current employment
agreement.  WSJ states that Mr. Nardelli will be compensated when
Chrysler's owner Cerberus Capital Management LP make a profit on
its acquisition of the auto maker.

           Ford Motor Focuses on Car Manufacturing

Seattlepi.com columnist Joel Connelly says that Mr. Mulally said
on Wednesday, "It's all about the products: We decided to make
cars that people really do want.  It's a very sophisticated plan."

According to Mr. Connelly, Mr. Mulally told the Seattle Rotary
Club, "This is a big deal for Ford because in the United States,
we had focused on big trucks and SUVs," and now has "the most safe
portfolio of new products."  The report states that Mr. Mulally
said that "in the United States, because of cost structures, we
moved away from cars."

                       About Ford Motor Co.

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

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

                       *     *     *

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

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


FREMONT GENERAL: Plan Filing Period Extended to January 30, 2009
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Fremont General Corp.'s exclusive periods to:

a) file a plan by 106 days, or from October 16, 2008 through and
    including January 30, 2009; and

b) solicit acceptances to a plan by 136 days, or from
    December 15, 2008 through and including April 30, 2009.

As reported by the Troubled Company Reporter on Oct. 1, 2008,
Fremont General told the Court that absent an extension of their
Exclusive Periods, there could be three or more competing plans.

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).   Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq. at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's Noticing
Agent/Claims Processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Jonathan D. Petrus, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Official Committee of
Unsecured Creditors as counsel.  The Debtor filed with the Court
an amended schedule of its assets and liabilities on Oct. 30,
2008, disclosing $330,036,435 in total assets and $326,560,878 in
total debts.


FREMONT GENERAL: Files Amended Schedules of Assets and Debts
------------------------------------------------------------
Fremont General Corp. filed with the U.S. Bankruptcy Court for the
Central District of California its amended schedules of assets and
liabilities, disclosing:

    Name of Schedule               Assets        Liabilities
    ----------------            ------------     -----------
A. Real Property
B. Personal Property           $330,036,435
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims
E. Creditors Holding
    Unsecured Priority
    Claims
F. Creditors Holding                           $326,560,878
    Unsecured Non-priority
    Claims
                                ------------    ------------
    TOTAL                       $330,036,435    $326,560,878

                    About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).   Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq. at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's Noticing
Agent/Claims Processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Jonathan D. Petrus, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Official Committee of
Unsecured Creditors as counsel.


FREMONT GENERAL: Panel May Employ Solon Group as Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave the Official Committee of Unsecured Creditors appointed in
Fremont General Corp.'s bankruptcy case authority to retain Solon
Group, Inc. as its financial advisor, nunc pro tunc to July 9,
2008.

As the Committee's financial advisor, Solon Group will review and
advise the Committee on matters relating to proposals of Kelly
Capital and others concerning possible Chapter 11 plans for the
Debtor, as well as assist the Committee in formulating its own
Chapter 11 plan.

Deborah Hicks Midanek, president of Solon Group, assured the Court
that Solon Group does not hold or represent any interest adverse
to the Debtor, its estates, its creditors, or any other party in
interest in the Debtor's case, and that Solon Group is a
"disinterested person" as that term is defined in the Bankruptcy
Code.

As compensation for their services, Solon Group's professionals
bill:

                          Hourly Rate
                          -----------
    Principals             $550-$750
    Associates             $250-$550
    Administrative           $100

Deborah Hicks Midanek bills at $650 per hour.  Solon's fees shall
not exceed $25,000 per month on a non-cumulative basis, absent
further order of the Court.

                    About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).   Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq. at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's Noticing
Agent/Claims Processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Jonathan D. Petrus, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Official Committee of
Unsecured Creditors as counsel.  The Debtor filed with the Court
an amended schedule of its assets and liabilities on Oct. 30,
2008, disclosing $330,036,435 in total assets and $326,560,878 in
total debts.


GAINEY CORP: Hearing on Cal Oosterhouse's Pay Moved to December 2
-----------------------------------------------------------------
Chris Knape at The Grand Rapids Press reports that the Hon. James
Gregg of the U.S. Bankruptcy for the Western District of Michigan
has delayed the hearing on complaints against Gainey Corp. chief
operations officer Carl Oosterhouse's salary until Dec. 2.

According to The Grand Rapids Press, Gainey's largest creditor,
Wachovia Bank, and the U.S. trustee asked the Court to reduce or
block salaries for Mr. Oosterhouse and the company's founder,
Harvey Gainey.  The attorneys for Gainey had asked the Court to
approve a $676,000 salary for its namesake and a $650,000 salary
for Mr. Oosterhouse, says The Grand Rapids Press.  During a Nov.
14 hearing, Judge Gregg set a salary of $155,756 for Mr.
Oosterhouse, the report states.

The Grand Rapids Press relates that Judge Gregg ordered Gainey to
turn over employment-related information pertaining to
Mr. Oosterhouse to Wachovia, the creditors committee, and the
bankruptcy trustee.  The terms of hiring Mr. Oosterhouse was
"highly suspicious," and the records related to Mr. Oosterhouse
needs further examination, the report says, citing Judge Gregg.

Judge Gregg, according to The Grand Rapids Press, said that Gainey
and one of its subsidiaries paid Mr. Oosterhouse some $216,000
over three months leading up to the bankruptcy filing, with a
check for $55,000 paid to Mr. Oosterhouse two days before the
filing.  Previous reports say that Mr. Oosterhouse is a disbarred
attorney.

Mr. Gainey was confident that nothing was improper about the
arrangement, The Grand Rapids Press states.

Judge Gregg said that Mr. Gainey's responsibilities and amount of
work involved in the Chapter 11 case warrant a salary, The Grand
Rapids Press states.  Mr. Gainey said that he will be able to make
the $169,300 a year the judge set in a preliminary ruling on Nov.
14, plus an additional amount for work he hadn't been paid before
the bankruptcy, according to the report.

The Grand Rapids Press reports that Judge Gregg said that an
interim order had been issued to allow the use of the company's
cash collateral to fund operations so that the company could
preserve jobs, but a hearing has been set for Jan. 6, 2009, to
deal with the matter again.  The report quoted the judge as
saying, "If cash collateral is prohibited, this case is not going
to last that long."  The judge hopes that a reorganization plan
could be set in March or April 2009.

Gainey has maintained 98% of its customer base and its revenues
surpassed expectations by $1 million since filing for Chapter 11
protection in October 2008, The Grand Rapids Press states, citing
Daniel Gosch, an attorney for Gainey.  The Grand Rapids Press
relates that Matthew Tashman, the attorney for Wachovia, said that
revenue miles dropped 12% since the bankruptcy and Gainey
benefited from rapid declines in fuel prices.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., and John
T. Schuring, Esq. at Dickinson Wright PLLC represents the Debtor
as counsel.  The Lead Debtor listed between $50 million and
$100 million in total assets and between $100 million and
$500 million in total debts.


GE COMMERCIAL: Fitch Downgrades Ratings on 2001-3 Cert. Classes
---------------------------------------------------------------
Fitch Ratings has downgraded and assigned Rating Outlooks to these
classes of GE Commercial Mortgage pass-through certificates,
series 2001-3:

  -- $12 million class K to 'B+' from 'BB'; Outlook Negative;
  -- $4.8 million class L to 'B-' from 'B+'; Outlook Negative;
  -- $4.8 million class M to 'CCC/DR1' from 'B'.

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

  -- $63.9 million class A-1 at 'AAA'; Outlook Stable;
  -- $478.9 million class A-2 at 'AAA'; Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable;
  -- $42.2 million class B at 'AAA'; Outlook Stable;
  -- $38.6 million class C at 'AAA'; Outlook Stable;
  -- $13.3 million class D at 'AAA'; Outlook Stable;
  -- $7.2 million class E at 'AAA'; Outlook Stable;
  -- $14.5 million class F at 'AAA'; Outlook Stable;
  -- $12 million class G at 'AA'; Outlook Stable;
  -- $27.7 million class H at 'A-'; Outlook Stable;
  -- $8.4 million class I at 'BBB'; Outlook Stable;
  -- $7.2 million class J at 'BBB-'; Outlook Negative.

The class N certificates are not rated by Fitch.

The downgrades are a result of an increase in Fitch's expected
losses due to the transfer of two additional loans to special
servicing (3.4%) since Fitch's last review.  The Negative Outlooks
address the increased probability of defaults and losses on the
Fitch loans of concern.  The Rating Outlooks reflect the likely
direction of any rating changes over the next one to two years.
As of the November 2008 remittance, the pool's aggregate
certificate balance has decreased 22.4% to $747.8 from $963.8 at
issuance.  In total, twenty-nine loans (29%) have defeased.

Fitch has identified 16 loans of concern (17.0%) including the
fourth largest loan in the transaction (2.9%).  Of the three loans
(4.1%) currently in special servicing, losses are expected on two
(2.3%).

The largest specially serviced loan (1.9%) is collateralized by an
office building in Arlington, Texas.  The loan was transferred due
to a technical default when tenant-in-common sponsor and master
lessee, DBSI, filed for chapter 11 bankruptcy protection.  Fitch
will continue to monitor the workout of the loan and will take
additional action as a resolution strategy is developed.
The second largest specially serviced asset (1.5%) is
collateralized by a multifamily property in Decatur, Georgia.  The
asset transferred to the special servicer in November 2008 due to
monetary default.  The loan is currently 60 days past due and the
borrower is requesting a restructure of the debt.

The transaction has minimal near-term maturity risk as none of the
loans mature in 2009 or 2010.  Of the non-defeased loans
outstanding, 74 loans, 51.6% of the pool matures in 2011.


GENERAL MOTORS: May Get Gov't Bailout, Says Deutsche; Shares Rise
-----------------------------------------------------------------
Soyoung Kim at Reuters reports that Deutsche Bank said that
chances for Ford Motor Co., General Motors Corp., and Chrysler LLC
to get a bailout from the government have improved.

Reuters quoted Deutsche Bank analyst Rod Lache as saying, "There
is growing concern about the risks to the U.S. economy that would
be derived from inaction.  The proximity of these bailout hearings
to the Citigroup bailout may have also tipped the scales
somewhat."

Ford Motor, GM, and Chrysler would likely present "relatively
aggressive" plans to the Congress during a Dec. 8 session,
addressing challenges to operating costs and revenues, Reuters
says, citing Mr. Lache.  "We believe winning over skeptics will
require U.S. automakers to submit plans that demonstrate an
ability to achieve cash flow break-even at relatively low demand
and conservative market share levels," the report quoted Mr. Lache
as saying.

Mr. Lache, according to Reuters, said that GM could reduce its
yearly fixed costs for North American operations to the
$20 billion range, from $31 billion, but that would involve
"significant execution and timing risks."  Shareholders would
likely be diluted near no value for the stock, even if GM were
able to restructure outside of bankruptcy, the report says, citing
Mr. Lache.

"There is speculation that the automakers are going to release
their future business plan by Monday, which would allow the
government to give the auto industry their funds for the bailout,"
Reuters quoted brokerage firm vFinance Investments options
strategist William Lefkowitz as saying.

Reuters relate that some analysts expect GM's remaining equity
value to be wiped out by a government recapitalization.  According
to the report, Mr. Lefkowitz said that "trading in options" on GM
shares was active on Wednesday.  Call options allow buyers to
acquire a security at the predetermined price.

Reuters relates that GM shares surged 36.5%, or $1.30, to $4.86 on
the New York Stock Exchange, after hitting a 70-year low of $1.70
last week.  The report says that Ford Motor shares also rose
26.5%, or 44 cents, to $2.10 on the same day.  No mention of
Chrysler's shares was made.

             No Changes in Executive Compensation

Matthew Dolan at The Wall Street Journal reports that Ford Motor
hasn't indicated any changes in CEO Alan Mulally's salary, after
the Congress suggested that company executives cut their pay.
Ford Motor said in a statement that its board of directors'
compensation committee regularly reviews pay packages.

As reported in the Troubled Company Reporter on Nov. 20, 2008, Mr.
Mulally and GM CEO Rick Wagoner refused to have their salaries cut
to $1 per year.  Chrysler CEO Robert Nardelli agreed in the $1
yearly salary.

Citing people familiar with the matter, WSJ relates that Mr.
Nardelli isn't paid a salary now under his current employment
agreement.  WSJ states that Mr. Nardelli will be compensated when
Chrysler's owner Cerberus Capital Management LP make a profit on
its acquisition of the auto maker.

           Possible Sale of Saab, Saturn & Pontiac

According to Jeff Green and Greg Bensinger at Bloomberg News,
people familiar with the situation said that GM is considering
selling its Saturn, Saab and Pontiac brands, in addition to
Hummer, to cut costs to win $12 billion in government loans.  The
sources said that selling or dropping brands would save money and
lessen "overlap."

         Loses Tailpipe Emission Suit Against Rhode Island

The Associated Press reports that the Hon. Ernest Torres of the
U.S. District Court in Rhode Island has sided with the state,
dismissing GM, Chrysler, and two auto makers associations from the
case, while he permitted several local car dealers to pursue the
lawsuit for now.  The report says that the automakers have lost
similar lawsuits in California and Vermont.

According to The AP, Judge Torres ruled that auto makers can't sue
to block Rhode Island from enforcing tighter standards on tailpipe
emissions.

Judge Torres, says The AP, allowed the auto dealers to continue
with the lawsuit, but said that lawyers for the state could still
make arguments to have the firms dismissed from the case.  The AP
quoted Judge Torres as saying, "It is difficult to see what
interest the public has in permitting the plaintiffs another bite
of the apple in challenging regulations limiting the emission of
greenhouse gases into the atmosphere."

                       About General Motors

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

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

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

                           *     *     *

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

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

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

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


GLITNIR BANKI: Files for Chapter 15 Bankruptcy in New York
----------------------------------------------------------
Bloomberg News' Michael Bathon reports that Glitnir banki hf made
a voluntary filing under Chapter 15 of the Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York.

According to Bloomberg, Glitnir's assets in the United States
comprised of bank accounts and loan provided to U.S. companies.
The company, Bloomberg citing papers filed with the Court, issued
22 short- and long- term notes for about $7 billion in the
country.

Bloomberg relates Iceland's government took control of Glitnir and
two other financial institutions -- Landsbanki Islands hf and
Kaupthing Bank hf -- after they failed to obtain short-term
funding.  The banks incurred about $61 million in debt, the report
says.

In its website, the District Court of Reykjavik granted a
Moratorium order on Glitnir on Nov. 24 2008.  Glitnir said the
Moratorium is not a bankruptcy proceeding and does not affect
its banking licences or its ability to operate as a bank.  The
Moratorium is a specialised proceeding under Icelandic law
designed to provide it with appropriate global protection from
legal action taken by its creditors, Glitnir pointed out.

Glitnir said the Moratorium order will ensure that all its
creditors are treated fairly and appropriately under Icelandic law
and EEA directives.  The Moratorium will allow Glitnir time to
consider all strategic alternatives including an arrangement with
its creditors that will permit it to emerge from the Moratorium as
a going concern.

The Resolution Committee said it has no plans of selling
significant assets other than in exceptional circumstances,
Glitnir relates.  The Committee said retaining and managing
Glitnir's assets will maximize the value of those assets, and will
support its restructuring and its emergence from the Moratorium
procedure.

Supreme court attorney and former member of the Glitnir Resolution
Committee, Steinunn Gudbjartsdottir, was named Moratorium
Administrator and will supervise the actions taken by the
Resolution Committee, Glitnir notes.

Headquartered in Reykjavik, Iceland, Glitnir banki hf --
http://www.glitnir.is/-- offers an array of financial services to
corporation, financial institutions, investors and individuals.


GLITNIR BANKI: Voluntary Chapter 15 Case Summary
------------------------------------------------
Chapter 15 Debtor: Glitnir banki hf
                  Steinunn Gudbjarsdottir as duly
                  authorized foreign representative
                  Kirkjusandur 2, IS-155
                  Reykjavik
                  Iceland

Bankruptcy Case No.: 08-14757

Type of Business: The Debtor offers an array of financial services
                 to corporation, financial institutions,
                 investors and individuals.

                 See: http://www.glitnir.is/

Chapter 15 Petition Date: November 26, 2008

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Gary S. Lee, Esq.
                 glee@mofo.com
                 Morrison & Foerster LLP
                 1290 Avenue of the Americas, 40th Floor
                 New York, NY 10022
                 Tel: (212) 468-8042
                 Fax: (212) 468-7900

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion


GMAC LLC: Fitch Downgrades Ratings on Three Series 2002-C3 Classes
------------------------------------------------------------------
Fitch Ratings has downgraded and assigned Rating Outlook to these
three classes of commercial mortgage pass-through certificates
from GMAC, series 2002-C3:

  -- $3.9 million class N to 'B+'; from 'BB'; Outlook Negative;
  -- $2.7 million class O-1 to 'B' from 'B+'; Outlook Negative;
  -- $1.2 million class O-2 to 'B-' from 'B'; Outlook Negative.

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

  -- $97.5 million class A-1 at 'AAA'; Outlook Stable;
  -- $406.4 million class A-2 at 'AAA'; Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'. Outlook Stable;
  -- $29.2 million class B at 'AAA'; Outlook Stable;
  -- $11.7 million class C at 'AAA'; Outlook Stable;
  -- $18.5 million class D at 'AAA'; Outlook Stable
  -- $11.7 million class E at 'AAA'; Outlook Stable;
  -- $9.7 million class F at 'AAA'; Outlook Stable;
  -- $9.7 million class G at 'AA+'; Outlook Stable;
  -- $9.7 million class H at 'AA-'; Outlook Stable;
  -- $18.5 million class J at 'A-'; Outlook Negative;
  -- $8.7 million class K at 'BBB'; Outlook Negative;
  -- $5.8 million class L at 'BBB-'; Outlook Negative;
  -- $4.9 million class M at 'BB+'; Outlook Negative.

Fitch does not rate $17.3 million class P.

The downgrades are the result of an increase in Fitch expected
losses. An updated valuation of the transaction's specially
serviced loan has declined 32.8% from previous valuations.
In total, 26 loans (30.7%) have defeased, including three (9.5%)
of the top-five loans.  The Negative Outlooks for classes J
through O are due to Fitch's Loans of Concern, in addition to the
expected reduced credit support after taking losses on the
specially serviced loan.  The Rating Outlooks reflect the likely
direction of rating changes over the next one to two years.  As of
the November 2008 distribution date, the pool has paid down 14.2%
to $667.1 million from $777.4 million at issuance.

There is currently one asset (2.3%) in special servicing.  The
asset is a multifamily property consisting of 10 buildings of
primarily student housing located in Tallahassee, Florida that is
currently real estate owned.  Recent valuations on the asset
indicate significant losses.  The property is currently off the
market while revised broker opinions of value are being collected.
The property was 90% occupied as of November 2008.  Losses on this
asset are expected to be absorbed by the non-rated class P.

The largest Loan of Concern (1.4%) is secured by a 170-unit hotel
property located in New Orleans, Los Angeles.  The property
performance has suffered due to the Hurricane Gustav and Hurricane
Ike.  Occupancy for the three months ended March 31, 2008 was 46%.
The hotel is located directly across the street from the New
Orleans Convention Center.

Approximately 1.3% of non-defeased loans remaining in the pool
mature in 2009.  The weighted average interest rate of the
remaining non-defeased loans is 6.64%


GOLDEN OAKS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Golden Oaks Apartments, Inc.
       5811 N.W. 34th
       Oklahoma City, OK 73122

Bankruptcy Case No.: 08-14894

Chapter 11 Petition Date: October 31, 2008

Bankruptcy Court: United States Bankruptcy Court
                 Western District of Oklahoma

Bankruptcy Judge: T.M. Weaver

Debtor's Counsel: Stephen J. Moriarty, Esq.
                 Andrews Davis, PC
                 100 N. Broadway Ave., Suite 3300
                 Oklahoma City, OK 73102
                 Tel: (405) 272-9241
                 Fax: (405) 235-8786
                 E-mail: sjmoriarty@andrewsdavis.com

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

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

A full-text copy of the Debtor's petition and list of largest
unsecured creditors are available at no charge at:

           http://bankrupt.com/misc/okwb08-14894.pdf


GOLDEN OAKS: U.S. Trustee Sets Sec. 341 Meeting on December 8
-------------------------------------------------------------
The United States Trustee for Region 20 will hold a meeting of
creditors in the bankruptcy case of Golden Oaks Apartments, Inc.,
on December 8, 2008, at 2:30 p.m. at 1st Floor, Room 119, 215 Dean
A. McGee Avenue, in Oklahoma City.

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.

Based in Oklahoma City, Oklahoma, Golden Oaks Apartments, Inc.,
filed for bankruptcy protection on October 31, 2008 (Bankr. D.
Okla. Case No. 08-14894).  The Hon. T.M. Weaver presides over the
case.  Stephen J. Moriarty, Esq., at Andrews Davis, PC, in
Oklahoma City, represents the Debtor.  When the Debtor filed for
bankruptcy, the Debtor estimated both its assets and debts to be
between $1,000,000 and $10,000,000.


GREAT NORTHWEST: S&P Puts 'BB-' Ratings on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB-'
counterparty credit and financial strength ratings on Great
Northwest Insurance Co. on CreditWatch with negative implications.

"The rating action reflects S&P's concerns about GNIC's long-term
capital management plans, its declining capital adequacy, and
steadily deteriorating underwriting performance," said Standard &
Poor's credit analyst Tracy Dolin.  Surplus dropped to
$6.3 million as of Sept. 30, 2008, from $7.8 million as of June
30, 2008 (our last review) and from $9.2 million as Dec. 31, 2007.
During the first nine months of 2008, the company experienced
catastrophe losses of $1.13 million.  GNIC is also susceptible to
large shock losses because of its high reinsurance attachment
point. During the first nine months of 2008, the company
experienced $1.02 million of large shock losses.  The company's
combined ratio of 130.7% with a 94% loss ratio was very weak for
the first nine months of 2008.  Hawaiian Insurance & Guaranty Co.
Ltd. benefited from a lower catastrophe year, producing a 93%
combined ratio for the same period.  Additionally, because GNIC is
a small company (despite close to flat premium growth), unusual
expenses significantly affect its expense ratio.  GNIC's expense
ratio increased to 36.7% during the first nine months of 2008 from
30.7% for the same period last year. S&P will be addressing these
concerns over the next few weeks.

S&P expects GNIC's net premium growth to be in the low single
digits in 2008, primarily driven by recent rate increase actions
and western expansion efforts, and expect the combined ratio to
remain very high for the remainder of 2008.  GNIC's small and
shrinking capital base leaves it susceptible to large shock
losses.  HIG's property catastrophe exposure should continue to be
managed through high reinsurance protection.

If underwriting results continue to at present levels and/or
capital levels continue to fall, the rating could be lowered.  S&P
will also lower the rating if GNIC's normalized combined ratio
(absent catastrophes and large shock losses) remains above 100%.
Over the longer term, S&P believes GNIC's business strategy has
above-average operating risk.  A disciplined approach to growth
and strong controls for selecting and monitoring agents are
critical to the rating.  Therefore, any deterioration in these
areas would also likely lead to a downgrade.  If the company
significantly improves its capitalization and underwriting
performance, the outlook might be revised to stable.


GREEN INVESTORS: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Green Investors LLC
       One Belle Meade Place
       4400 Harding Road, Suite 101
       Nashville, TN 37205

Bankruptcy Case No.: 08-10101

Chapter 11 Petition Date: October 29, 2008

Bankruptcy Court: United States Bankruptcy Court
                 Middle District of Tennessee (Nashville)

Bankruptcy Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                 Law Offices Lefkovitz & Lefkovitz
                 618 Church St., Suite 410
                 Nashville, TN 37219
                 Tel: (615) 256-8300
                 Fax: (615) 250-4926
                 E-mail: Stevelefkovitz@aol.com

Total Assets: $2,650,067

Total Debts: $2,887,648

A full-text copy of the Debtor's petition, list of largest
unsecured creditors, schedules of assets and liabilities and
statement of financial affairs is available for free at:

           http://bankrupt.com/misc/tnmb08-10101.pdf


HERNANDO OAKS: Files for Bankruptcy Before Property Auction
-----------------------------------------------------------
Tampa Bay Business Journal reports that Hernando Oaks, LLC, has
filed for Chapter 11 protection a day before the "courthouse
auction" of its Brooksville golf course.

The golf course, according to the documents, was foreclosed by RMC
Hernando Oaks.  Tampa Bay Business relates that RMC Hernando Oaks
had filed a lawsuit against Hernando Oaks LLC, Hernando Oaks II
LLP, Frederic Streck, Lennar Homes Inc., Tindale-Oliver &
Associates Inc., and BankAtlantic Bancorp Partners Inc., and a
circuit court judge ruled on Aug. 4 that the defendants pay RMC
Hernando about $1.86 million for a first mortgage.  The court then
ordered that the golf course be auctioned on Nov. 25, court
documents say.

Tampa Bay Business relates that managing members Charles Liberis
and David Brannen signed the petition.

According to Tampa Bay Business, Scott Stichter, the attorney for
Hernando Oaks, said that it is yet unclear whether the bankruptcy
involves the Brooksville golf course only.  Reports say that the
company's clubhouse at the 626-acre development on U.S. 41 hasn't
been built yet, because the company was having difficulty in
securing a construction loan.

Gulf Breeze, Florida-based Hernando Oaks, LLC --
http://www.hernandooaksgolf.com/-- dba Hernando Oaks Golf &
Country Club, is a 626-acre residential, gated golfing community
north of Tampa Bay in west central Florida.  The company filed for
Chapter 11 protection on Nov. 24, 2008 (Bankr. M. D. Fla. Case No.
08-18669).  Scott A Stichter, Esq., at Stichter, Riedel, Blain &
Prosser represents the company in its restructuring effort.  The
company listed assets of $1,000,001 to $10,000,000 and debts of
$1,000,001 to $10,000,000.


HILLMAN COS: Weak Liquidity Cues Moody's to Hold Low-B Ratings
--------------------------------------------------------------
Moody's Investors Service lowered The Hillman Companies, Inc.'s
Speculative Grade Liquidity Rating to SGL-4 from SGL-3.  All other
ratings were affirmed and the rating outlook remains negative.

The downgrade of the company's Speculative Grade Liquidity rating
and the continuation of the negative outlook reflect Hillman's
weak liquidity position, as reflected in minimal cushion under
certain financial covenants, the upcoming expiration of its
revolving credit facility in March 2010, and the significant
increase in term loan amortization beginning in June 2010.
Although Hillman was in compliance with its covenants as of
Sept. 30, 2008, cushion was very limited under the leverage
covenant, and the company faces two near-term step downs.

Given the weak outlook for consumer spending, Moody's is
increasingly concerned that the company may need to seek a waiver
or amendment to the facilities.  Nevertheless, Hillman's liquidity
remains supported by positive free cash flow generation, existing
cash on hand of over $7 million, and access to the undrawn
$40 million committed revolving credit facility, provided it
remains in compliance with its covenants.

Hillman's B2 CFR is supported by its leading market share in
fasteners and keys/key accessories, stable industry demand, and
its extensive distribution network.  The rating also reflects its
generally stable operating performance, improved free cash flow
generation and recent debt reduction.  These factors help offset
Hillman's high leverage, modest interest coverage and its modest
size with revenues less than $500 million.

Moody's downgraded these ratings:

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

These ratings were affirmed:

  -- Corporate family rating at B2;
  -- Probability of default rating at B2;
  -- Senior secured revolving credit facility at Ba3 (LGD2, 23%);
  -- Senior secured term loan at Ba3 (LGD2, 23%);

The prior rating action on Hillman was on Oct. 25, 2007, when
Moody's downgraded the company's speculative grade liquidity
rating to SGL-3 from SGL-2 and revised the company's rating
outlook to negative.

The Hillman Companies, Inc. provides hardware-related products and
related merchandising services to retail markets in North America.
The company reported revenue of $473 million for its twelve month
ending Sept. 30, 2008.


ILLINOIS FINANCE: Moody's Junks Rating on $57.4MM Revenue Bonds
---------------------------------------------------------------
Moody's has downgraded to Ca from B1 the rating on $57.425 million
Illinois Finance Authority Student Housing Revenue Bonds, MJH
Education Assistance Illinois IV, LLC (Fullerton Village Project),
Senior Series 2004A Bonds.  Moody's has also downgraded to C from
B3 the rating on $14.805 million Illinois Finance Authority
Student Housing Revenue Bonds, MJH Education Assistance Illinois
IV, LLC (Fullerton Village Project), Subordinate Series 2004B
bonds.

These downgrades are based on the trustee's decision not to use
funds available in the debt service reserve fund for each
respective series or bonds or any funds available under other
accounts in the trust indenture to pay interest due on Dec. 1,
2008 as described in the trustee's notice dated Oct. 24, 2008.  In
such notice, the trustee cited that project revenues will not be
sufficient for the project owner, MJH Education Assistance
Illinois IV LLC, to make the scheduled interest payments. The
failure to pay debt service constitutes a monetary default under
the trust indenture.

Legal Security: Special obligation of Illinois Finance Authority,
secured only by rental income generated at Fullerton Village and
any other funds pledged to bondholders under the trust indenture.
DePaul University assumes no financial commitment with respect to
the Series 2004 Bonds.

Recent Developments: The trustee has informed bondholders that
scheduled interest payments will not be made on Dec. 1, 2008 due
to notice from the project owner that project revenues are
insufficient to make such payments.  In the Oct. 24, 2008 notice
to bondholders, the trustee states that funds in the debt service
reserve fund for each respective series of bonds or any other
accounts under the indenture will not be used to pay bond debt
service until such time revenues from the project are sufficient
to make such payments.  While the trustee had intended not to draw
on the debt service reserve funds for either series of bonds in
connection with the Dec. 1, 2007 and June 1, 2008 payments, a
majority of bondholders for both series of bonds overturned the
trustee's decision and were subsequently paid in full from funds
under the reserve funds.

The current balances in the debt service reserve funds remain
under the required levels.  While the reserve fund for the Senior
Series 2004 A bonds is sufficient to meet the upcoming Dec. 1,
2008 payment, and if tapped, it will be insufficient to meet the
June 1, 2009 payment.  The reserve fund for the Subordinate Series
2004 B bonds is insufficient to meet the upcoming Dec. 1, 2008
payment, and if tapped, it will be depleted in full.

Occupancy at the Fullerton project (renamed 1237 West from Loft-
Right) has been on the decline since Fall 2007 when occupancy was
approximately 52%.  Occupancy has not improved as expected and
cited in Moody's November 2007 report, despite replacement of the
initial property manager with an affiliate of the project
developer who is also the sole bondholder of the unrated
subordinate 2004 Series C bonds.  Current physical occupancy as of
Oct. 28, 2008, is approximately 40% and is expected to remain at
this level for Spring 2009.  Project revenues, which include
rental income from student residents as well as the retail spaces,
have not been sufficient to meet debt service payments.

Management reports that at the current occupancy level, the
project is expected to cover operating expenses.  However, it is
Moody's view that any replenishment of the debt service reserve
funds to the required levels in the near term is unlikely.  Given
the availability of more affordable housing on-campus provided by
the University and housing within the community nearby, Moody's
view of significant increase in occupancy in the near term is
unlikely.

               What would change the ratings - UP

* A significant improvement in cash flow to the project, stemming
  primarily from increased and stable occupancy for the next
  several years

              What would change the ratings - DOWN

* For the Senior 2004A Bonds, lower recoveries upon liquidation


JG WENTWORTH: Financial Pressure Cues S&P to Downgrade Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of J.G.
Wentworth, LLC and left the ratings on review for possible
downgrade.

The rating action reflects continued pressure on JGW's financial
flexibility.  Additionally, the company is facing a dramatic
increase in its funding costs which calls into question the long-
term viability of its business model.  The action also reflects
Moody's view that, if JGW were to default, the loss given default
for the rated debt could be very high.

During its review, Moody's will continue to monitor the company's
progress in re-establishing its funding flexibility.

  -- Corporate Family Rating: to Caa1 from B2
  -- Senior Secured Bank Credit Facility: to Caa1 from B2

J.G. Wentworth is located in Bryn Mawr, Pennsylvania, and reported
assets of approximately $420 million at Sept. 30, 2008.


JG WENTWORTH: Profitability Pressure Cues S&P to Junk Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term counterparty credit rating on J.G. Wentworth Inc. to 'CCC+'
from 'B-'.  At the same time, S&P lowered the rating on
Wentworth's $325 million senior secured bank loan to 'CCC+' from
'B+', and the recovery rating was revised to '4' from '1'.  S&P
placed the ratings on Wentworth on CreditWatch Negative, as
Wentworth's financial position could deteriorate further unless it
receives additional capital to meet margin calls, fund structured
settlement/annuity purchases, and pay fixed obligations.  This
CreditWatch listing will be updated within 90 days, following a
review of Wentworth's cash position, funding, and profitability.

"The lowering of the long-term counterparty credit rating reflects
pressure on Wentworth's market-based funding profile and
profitability because of severe dislocation of the credit
markets," said Standard & Poor's credit analyst Rian M. Pressman,
CFA.  Wentworth has historically received long-term funding for
its purchase of structured settlements and fixed-payment annuities
from the asset-backed securities markets.  Despite being able to
execute a securitization transaction as recently as second-quarter
2008 (even without the benefit of financial guarantee insurance),
Wentworth's prospective transactions have been rendered
unprofitable by rapidly expanding credit spreads.

Wentworth's financial flexibility has been further weakened by the
mark-to-market devaluation of structured settlement and annuities
collateralizing its $250 million committed warehouse facility,
which has resulted in numerous margin calls since fourth-quarter
2007 (even though there has never been a credit-driven loss in the
company's previously securitized transactions).  Wentworth
received an additional margin call of $16.9 million on Oct. 22,
2008, the payment of which was waived until Nov. 21, 2008.  The
payment has not yet been made.  Negotiations to extend this
repayment are ongoing; however, the outcome of such discussions is
uncertain.  In the worst case, the warehouse lender could provide
a notice of default, which S&P believes could lead to a cross-
default on Wentworth's other debt, including the senior secured
bank loan.

In addition, because declining collateral values have severely
reduced the borrowing base used to determine availability under
the warehouse line, Wentworth's ability to fund future structured
settlement/annuity purchases and meet payments on its fixed
obligations without additional capital from its private equity
owners or another third party may be limited.

Lastly, the current environment has significantly impaired
Wentworth's profitability.  Historically, approximately 90% of
revenue was generated by the gain-on-sale associated with ABS
transactions.  Of that amount, a significant portion represented
an actual release of cash.  Wentworth's inability to execute ABS
transactions, along with unrealized losses on previously
securitized receivables and derivatives, contributed to a
significant net loss for the nine months ended Sept. 30, 2008.


JP MORGAN: Fitch Cuts Ratings on Nine Series 2005-CIBCI2 Classes
----------------------------------------------------------------
Fitch Ratings downgrades and assigns Distressed Recovery ratings
and Rating Outlooks to these classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp., Series 2005-CIBC12:

  -- $24.4 million class G to 'BBB-' from 'BBB'; Outlook Stable;
  -- $29.8 million class H to 'BB' from 'BBB-'; Outlook Stable;
  -- $8.1 million class J to 'BB-' from 'BB+'; Outlook Stable;
  -- $8.1 million class K to 'B' from 'BB'; Outlook Stable;
  -- $8.1 million class L to 'B-' from 'BB-'; Outlook Negative;
  -- $5.4 million class M to 'CCC/DR1' from 'B';
  -- $8.1 million class N to 'CC/DR4' from 'B-';
  -- $5.4 million class P to 'C/DR6' from 'CCC/DR1';
  -- $50 million class UHP to 'B-' from 'BB'; Outlook Stable.

In addition, Fitch affirms these classes:

  -- $152.4 million class A-2 at 'AAA'; Outlook Stable;
  -- $163.6 million class A-3A1 at 'AAA'; Outlook Stable;
  -- $122.9 million class A-3A2 at 'AAA'; Outlook Stable;
  -- $200 million class A-3B at 'AAA'; Outlook Stable;
  -- $649.3 million class A-4 at 'AAA'; Outlook Stable;
  -- $137.4 million class A-SB at 'AAA'; Outlook Stable;
  -- $216.7 million class A-M at 'AAA'; Outlook Stable;
  -- $162.5 million class A-J at 'AAA'; Outlook Stable;
  -- Interest only class X-1 at 'AAA'; Outlook Stable;
  -- Interest only class X-2 at 'AAA'; Outlook Stable;
  -- $43.3 million class B at 'AA'; Outlook Stable;
  -- $19 million class C at 'AA-'; Outlook Stable;
  -- $32.5 million class D at 'A'; Outlook Stable;
  -- $27.1 million class E at 'A-'; Outlook Stable;
  -- $24.4 million class F at 'BBB+'; Outlook Stable.

The $27.1 million class NR is not rated by Fitch.  Class A-1 has
paid in full.

The downgrades and assignments of the DR ratings reflect the
increased loss expectations on the specially serviced loans 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 downgrade of class UHP is due to a sustainable
increase in ground rent expense for the Universal Hotel Portfolio
(4.7%).  The Universal Hotel Portfolio consists of three hotels in
Orlando, Florida, with a total of 2,400 keys.  The $100 million A-
note is pooled and held in the trust. The $50 million B-note, non-
pooled but in the trust, collateralizes class UHP.  Expenses at
the properties have increased substantially since issuance, mainly
driven by an increase in ground rent.

Operating performance at the properties is in line with issuance.
The trailing twelve month combined occupancy for the hotels as of
September 2008 was 78.1%, compared to 81.9% at issuance.  Average
daily rate and revenue per available room for the same period were
$228 and $178 compared to issuance at $208 and $171, respectively.

As of the November 2008 distribution date, the transaction has
paid down 4.1% to $2.1 billion from $2.2 billion at issuance.
Four loans, 2.9% of the pool, have defeased.

Currently, Fitch has identified 20 Loans of Concern (7.3%),
including three specially serviced assets (1.5%).  Ten additional
loans (4.2%) have been identified as Loans of Concern since
Fitch's last rating action.

The largest specially serviced loan (0.7%) is secured by a 34,938
square foot retail property in St. Thomas, Virgin Islands.  The
asset has been real estate owned since August 2008.  The property
suffered from a deteriorating retail environment stemming from a
reduction in vacation travel.  The most recent appraisal value
indicates significant losses upon disposition.

The second largest specially serviced loan is collateralized by an
89,080 sf suburban office building in New London, Connecticut
(0.4%) that transferred in February 2007.  Current occupancy at
the property is 60% and the loan is 90+ days delinquent.  The
servicer is working to stabilize the asset and is pursuing a
judicial foreclosure.

The third specially serviced loan (0.4%) is an REO office property
located in Buffalo, New York, that transferred in September 2007
due to monetary default.  Losses are expected on all three assets.
Two loans, 4250 North Fairfax Drive (2.2%) and 450 Roxbury Drive
(1.2%) maintain investment grade shadow-ratings.  Watertower Place
at Celebration has paid in full.  Fitch no longer considers
Universal Hotel Portfolio to have characteristics consistent with
an investment grade shadow rating due to the sustainable increase
in expenses since issuance.

The largest shadow rated loan, 4250 North Fairfax Drive, is an
office property located in Arlington, Vancouver, that reported
first quarter 2008 occupancy of 100%, up from issuance occupancy
of 98.6% and an increase in NOI of 26% since issuance.  The second
loan, 450 Roxbury Drive, is a medical office property in Los
Angeles, California.  Occupancy as of YE 2007 was 100%, an
increase from the issuance occupancy of 88.4%.

None of the non-defeased loans in the pool are scheduled to mature
in 2008 or 2009 and 10 non-defeased loans (8.1%) are scheduled to
mature in 2010.


JP MORGAN: Fitch Downgrades Ratings on Series 2005-CIBCI3 Classes
-----------------------------------------------------------------
Fitch Ratings downgrades and assigns Distressed Recovery ratings
or Rating Outlooks to these classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp., series 2005-CIBC13:

  -- $37.4 million class F to 'BBB' from 'BBB+'; Outlook Stable;
  -- $30.6 million class G to 'BBB-' from 'BBB'; Outlook Stable;
  -- $34 million class H to 'BB' from 'BBB-'; Outlook Negative.
  -- $10.2 million class J to 'B+' from 'BB+'; Outlook Negative;
  -- $17 million class K to 'B' from 'BB'; Outlook Negative;
  -- $10.2 million class L to 'B-' from 'BB-'; Outlook Negative;
  -- $6.8 million class M to 'CCC' from 'B+'; Outlook Negative;
  -- $10.2 million class N to 'CC/DR3' from 'B-';
  -- $6.8 million class P to 'C/DR6' from 'CCC/DR1'.

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

  -- $37.8 million class A-1 at 'AAA'; Outlook Stable;
  -- $317.8 million class A-1A at 'AAA'; Outlook Stable;
  -- $130.2 million class A-2 at 'AAA'; Outlook Stable;
  -- $250 million class A-2FL at 'AAA'; Outlook Stable;
  -- $206.4 million class A-3A1 at 'AAA'; Outlook Stable;
  -- $25 million class A-3A2 at 'AAA'; Outlook Stable;
  -- $751.7 million class A-4 at 'AAA'; Outlook Stable;
  -- $135.1 million class A-SB at 'AAA'; Outlook Stable;
  -- $272.1 million class A-M at 'AAA'; Outlook Stable;
  -- $187 million class A-J at 'AAA'; Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable;
  -- $54.4 million class B at 'AA'; Outlook Stable;
  -- $23.8 million class C at 'AA-'; Outlook Stable;
  -- $44.2 million class D at 'A'; Outlook Stable;
  -- $34 million class E at 'A-'; Outlook Stable.

Fitch does not rate the $37.1 million class NR.

The downgrades are due to the transfer of a new loan (0.4%) to
special servicing since Fitch's last review and an increase in the
projected losses on the six other specially serviced loans (1.9%).
Projected losses would be fully absorbed by the non-rated class
NR; however, the losses would significantly impact the credit
enhancement to classes F through P.

As of the November 2008 distribution date, the transaction has
paid down by 3.0% to $2.64 billion from $2.72 billion at issuance.
Classes H through M have been assigned Negative Outlooks based on
an assumption of defaults and losses on the Fitch loans of
concern.  The Rating Outlooks reflect the likely direction of any
rating changes over the next one to two years.

In total, 25 loans are considered Fitch loans of concern (18.9%)
due to declining performance, including the seven specially
serviced loans.

Three of the specially serviced loans (1.3%), including the
largest (0.7%), are all secured by student-oriented multifamily
properties located in Tallahassee, Florida.  All of the loans have
the same sponsor.  The collateral consists of eight different
properties with a total of 1,106 units.  The properties have
suffered from declines in occupancy and are all currently real
estate owned.  Losses are expected.

The second largest specially serviced loan (0.4%) is secured by a
40,000 square foot retail property in Brooklyn, New York.  The
property's sole tenant is Linens N' Things.  The loan transferred
to special servicing on Oct. 27, 2008 as a result of the Linens N'
Things bankruptcy filing.  The servicer is currently exploring
workout options.

The largest loan of concern, The DRA - CRT Office Portfolio
(6.9%), is the largest loan in the transaction.  It is secured by
sixteen office buildings with a total of 1.48 million sf.  The
buildings are located within four different office parks in four
different states.  The loan has exhibited diminished performance
since issuance.  The loan's debt service coverage ratio (DSCR) and
occupancy at issuance were 1.49 times (x) and 95.6%.  As of year-
end 2007, the servicer-reported DSCR had fallen to 0.98x and
occupancy was 84.7%. The decline in DSCR and occupancy are both
due to turnover of tenants.  The loan matures on Oct. 1, 2010 and
there are no extension options.  Fitch will continue to monitor
the loan.

The transaction has minimal near-term maturity risk as none of the
loans mature in 2008 or 2009.  Eleven loans, 14.9% of the pool,
mature in 2010.  The weighted average coupon for the entire pool
is 5.38% and the range is 4.87% to 6.29%.


JUSTIN DODGE JEEP: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Justin Dodge Chrysler Jeep LLC
       647 Highway 53 East
       Calhoun, GA 30701

Bankruptcy Case No.: 08-43645

Chapter 11 Petition Date: October 29, 2008

Bankruptcy Court: United States Bankruptcy Court
                 Northern District of Georgia (Rome)

Debtor's Counsel: Brian R. Cahn, Esq.
                 brc@perrottalaw.com
                 Perrotta, Cahn & Prieto, PC.
                 5 S. Public Square
                 Cartersville, GA 30120
                 Tel: (770) 382-8900

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

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

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


K-SEA TRANSPORTATION: Expected Decline Cues Moody's to Cut Ratings
------------------------------------------------------------------
Moody's Investors Service lowered its debt ratings of K-Sea
Transportation Partners, LP; corporate family, probability of
default, and senior secured each to B3 from B1.  Moody's also
affirmed the SGL-3 speculative grade liquidity rating.  The rating
outlook is negative.  Moody's will also withdraw all of its debt
ratings of K-Sea for business reasons.

The ratings were downgraded because Moody's believes that demand
for K-Sea's marine transportation services could decline during
2009 because of the weakening U.S. economic fundamentals.  The
decline in earnings and cash flows that would likely accompany a
lower demand pattern could reduce the cushion with financial
covenants of K-Sea's $200 million revolving credit facility, which
K-Sea relies on for working capital needs and for its master
limited partnership distributions and as a portion of its long-
term debt capital.  K-Sea has, to date, relied on periodic follow-
on offerings of its common units to restore availability under the
revolving credit, to assure compliance with financial covenants
and to maintain debt below 60% of book capital.

However, current economic and financial market conditions make
uncertain the ability to execute additional follow-on offerings at
per unit prices that are acceptable to the company.  The per share
value of K-Sea's common units has declined by about 60 percent
since Nov. 26, 2007, and by about 50 percent since the most recent
offering of Aug. 20, 2008.  Moody's anticipates that the weakening
demand environment and capital expenditure commitments could
increase K-Sea's reliance on its revolver.  Moody's notes that the
leverage covenant of the revolving credit limits drawings to less
than the full amount based on the Sept. 30, 2008 measurement date.
The negative outlook reflects the potential for ongoing MLP
distributions and higher debt balances related to K-Sea's ongoing
debt-funded vessel newbuilding program to cause K-Sea to seek a
waiver or amendment of the credit facility's financial covenants
within the next 12 months.

Issuer: K-Sea Transportation Partners L.P.

Downgrades

  -- Corporate Family Rating, Downgraded to B3 from B1
  -- Senior Secured Bank Credit Facility, Downgraded to B3 from B1

Outlook Actions:

  -- Outlook, Changed To Negative From Stable

K-Sea Transportation Partners LP headquartered in East Brunswick,
New Jersey is a leading provider of marine transportation of
refined petroleum products in the United States.  With a carrying
capacity of about 4.4 million barrels, K-Sea currently operates
the largest U.S. Jones Act fleet of coastwise tank vessels smaller
than 30,000 Deadweight tons.


KARDEX SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kardex Systems, Inc
       25 Industrial Blvd
       Paoli, PA 19301

Bankruptcy Case No.: 08-04021

Chapter 11 Petition Date: October 29, 2008

Bankruptcy Court: United States Bankruptcy Court
                 Middle District of Pennsylvania (Harrisburg)

Bankruptcy Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                 Cunningham and Chernicoff PC
                 2320 North Second Street
                 Harrisburg, PA 17110
                 Tel: (717) 238-6570
                 Fax: (717) 238-4809
                 E-mail: rec@cclawpc.com

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

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

A list of the Debtor's 20 largest unsecured creditors is available
at no charge at:

              http://bankrupt.com/misc/pamb08-04021.pdf


KEY ENERGY: S&P Upgrades Corporate Credit Rating to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on oilfield services provider Key Energy Services Inc. to
'BB' from 'BB-'.  At the same time, S&P raised the issue-level
rating on the company's senior unsecured notes to 'BB' from 'BB-'.
The outlook is stable.

"The upgrade reflects Key's relatively modest financial leverage
and its ability to control capital spending heading into worsening
market conditions in 2009," said Standard & Poor's credit analyst
Paul Harvey.  While S&P expects credit measures will worsen, they
should stay within acceptable levels at the 'BB' rating.  In
addition, compared to many speculative-grade oilfield service
peers, Key's higher percentage of more stable maintenance work
(around 50%) should allow for relative outperformance.  Finally,
Key's liquidity remains solid and S&P expects the company to
refrain from aggressively financed transactions until markets,
both financial and operating, have recovered to adequate levels.

The rating on Key Energy Services reflects the highly volatile
nature of the well-servicing industry, limited business diversity,
and an aggressive growth strategy based on acquisitions.  These
weaknesses are buffered by relatively strong financial measures
that should help support Key in a protracted downturn, a greater
focus on the stable crude oil well maintenance business, low
capital expenditures, and its strong market share position in the
workover markets.  In addition, the rating assumes that Key will
successfully implement necessary internal control and accounting
improvements to comply with the U.S. Sarbanes-Oxley Act of 2002,
and that it will remain current with its SEC filings during that
time.


KB HOME: Sharp Decline in Land Sales Cues Moody's Ba3 Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded all of the ratings of KB
Home, including its corporate family rating to Ba3 from Ba2, its
probability of default rating to Ba3 from Ba2, its senior notes
rating to Ba3 from Ba2, and its senior subordinated notes rating
to B2 from B1.  At the same time, Moody's affirmed the company's
speculative grade liquidity rating at SGL-2.  The outlook remains
negative.

The downgrades reflect Moody's expectation that the relatively
easy period of cash flow generation, from sharp declines in land
purchases, land development expenditures, and in completed and
unsold homes in inventory, is largely behind the company.  Future
cash flow generation will depend on continuing strong inventory
reduction, which may be difficult to accomplish in an environment
of declining prices, slow sales, and intense competition.

In addition, KB Home's current fully adjusted debt leverage of 66%
is uncharacteristically high for the company and well in excess of
Ba type performance.  Moody's also expects quarterly operating
losses, even before impairments, to continue in fiscal 2009, and
notes that if impairment and other charges continue apace in 2009,
covenant compliance (even though covenant requirements were eased
in a recent amendment) will remain a challenge while further
upward pressure on debt leverage will result.  Finally, Moody's
notes that the company's potential joint venture exposure is the
highest among the former Ba2 group of homebuilding companies.

At the same time, the ratings acknowledge that the company has the
fifth strongest cash flow generation in the industry and has been
cash flow positive on a trailing 12 month basis for eight
consecutive quarters; is in the top two in the industry in terms
of percentage reduction in homebuilding debt over the past two
years; is third in the industry in terms of both cash/assets and
cash/debt; is the second most aggressive company in the industry
in terms of booking land impairments; and has no debt maturities
before 2011 and no contemplated revolver usage for at least the
next 12 months.

The negative rating outlook reflects the expectation of Moody's
Corporate Finance Group that the crisis in the U.S. financial
system, the severe correction in real estate prices and the large
inventory of unsold homes will ensure that the problems in the
homebuilding industry and in the broader economy will almost
certainly worsen before they get better, thereby pressuring the
company's financial performance.

Going forward, the outlook could stabilize if the company were to
continue to generate strong homebuilding cash flow and use the
cash to build additional liquidity and pay down debt; reduce costs
sufficiently to restore homebuilding profitability before charges;
and make it through the coming year without substantial additional
impairment charges, which could enable the company to stabilize
debt leverage and remain in compliance with its covenants.

The ratings could be lowered again if the company begins
experiencing sharp reductions in its trailing twelve-month cash
flow generation; violates covenants in its bank credit agreement;
continues to increase its debt leverage; is expected to continue
generating quarterly losses before impairments throughout fiscal
2010; or continues taking substantial asset impairment charges.

These rating actions were taken:

  -- Corporate family rating lowered to Ba3 from Ba2;

  -- Probability of default rating lowered to Ba3 from Ba2;

  -- Senior unsecured notes rating lowered to Ba3 (LGD4, 54%) from
     Ba2 (LGD4, 51%);

  -- Senior subordinated notes rating lowered to B2 (LGD6, 95%)
     from B1 (LGD6, 93%);

  -- Speculative grade liquidity assessment affirmed at SGL-2.

Headquartered in Los Angeles, KB Home. is one of the country's
largest homebuilders, with revenues and net income for the
trailing twelve-month period ended Aug. 31, 2008 of $4.2 billion
and ($1.4) billion,


KOBRA PROPERTIES: Files Chapter 11 to Protect Jobs, Honor Pacts
---------------------------------------------------------------
Kobra Properties filed for protection through Chapter 11
reorganization at the U.S. Bankruptcy Court for the Eastern
District of California, saying the move was needed to honor its
financial obligations, protect its employees and restructure the
company so it emerges even stronger.

Company officials said the action comes in response to the
worsening economic recession, a depressed real estate market and
the tightening and tumultuous credit industry, where the rules are
changing almost daily.

Company founder and president Abe Alizadeh said, "Like families,
governments and businesses everywhere in the Sacramento area,
America and around the world, our company is facing difficult
financial challenges.  In the face of these challenges, we're
taking action so we can fairly honor our financial commitments,
protect the thousands of jobs we provide and restructure Kobra
Properties so we not only weather the storm, but emerge even
stronger."

The company's related restaurant operations will not be affected
by the company's Chapter 11 filing.

                      About Kobra Properties

Based in Roseville, California, Kobra Properties develops and
operates non-residential buildings.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on November 25, 2008, (Bankr. E. D. Calif. Case No.:
08-37271 to 08-37273) Leonard M. Shulman, Esq. represent the
Debtors in their restructuring efforts.  The Debtors assets range
between $10 million to $50 million and their debts range between
$10 million to $50 million.


KORINTH ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Korinth Enterprises Inc
       4426 W Adams Blvd
       Los Angeles, CA 90017

Case No.: 08-30458

Petition Date: November 26, 2008

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

Judge: Thomas B. Donovan

Debtor's Counsel: Rosario Perry, Esq.
                 312 Pico Blvd
                 Santa Monica, CA 90405
                 Tel: 310-394-9831

Total Assets: $1,200,000

Total Debts:  $940,000

The Debtor identified its two largest unsecured creditors as:

  Gerber Family Trust/Kurtin Family T    $500,000
  c/o Raymond Robinson, Esq.             ($1,200,000 secured)
  23940 Radison                          ($140,000 senior lien)
  Torrance, CA 90505

  Pat Savas Family Trust                 $300,000
  c/o Law Office of Rosario Perry        ($1,200,000 secured)
  312 Pico Blvd.                         ($640,000 senior lien)
  Santa Monica, CA 90405


LANDAMERICA FINANCIAL: Chapter 11 Filing Cues Fitch's 'D' Rating
----------------------------------------------------------------
Fitch Ratings has downgraded LandAmerica Financial Group's Issuer
Default Rating to 'D' from 'B' and the senior debt rating to 'CC'
from 'B-'.  Additionally, Fitch has placed the 'BB' Insurer
Financial Strength ratings of LFG's insurance subsidiaries on
Rating Watch Evolving.

Fitch's rating action follows LFG's announcement that it will be
seeking Chapter 11 bankruptcy protection for LFG and LandAmerica
1031 Exchange Services.  In addition, Fidelity National Financial
is expected to acquire the title underwriters for $298 million and
it is expected to close as early as late December 2008.  The
Rating Watch Evolving status reflects that the IFS ratings of
title operating subsidiaries will likely increase upon
consummation of the acquisition; however, if the transaction fails
to take place further negative rating actions may occur.

LFG's stockholders' equity fell by more than one-half to $485
million at the close of the third quarter 2008 as LFG wrote-off
$225 million of goodwill.  Contributing to the year-to-date $674
million net loss was a $90 million reserve strengthening taken
during the third quarter as losses in the last several policy
years were greater than expected.

These ratings have been downgraded:

LandAmerica Financial Group, Inc.

  -- Long-term IDR downgraded to 'D' from 'B';
  -- Senior debt downgraded to 'CC/RR5' from 'B-/RR5'.

These ratings have been placed on Rating Watch Evolving:

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 'BB'.


LANDAMERICA FINANCIAL: Chapter 11 Filing Cues S&P's 'D' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
counterparty credit rating on LandAmerica Financial Group Inc. to
'D' from 'B-'.

Standard & Poor's also said that it revised the CreditWatch status
of its 'BB-' counterparty credit and financial strength ratings on
LFG's title insurance operations to developing from negative.

"These rating actions follow LFG's announcement that it, along
with its 1,031 exchange services company, is filing for Chapter 11
bankruptcy," noted Standard & Poor's credit analyst James Brender.
In addition, the company has signed a definitive stock-purchase
agreement with Fidelity National Financial Inc. to sell Fidelity
its title insurance underwriting subsidiaries.  Fidelity will
acquire Lawyers Title Insurance Corp., CommonwealthLand Title
Insurance Co., and United Capital Title Insurance Co., which
constitute the majority of LFG's title insurance business.

The termination of its definitive merger agreement with Fidelity
on Nov. 21, 2008, exaggerated the liquidity strain on LFG.
Standard & Poor's had noted on Nov. 24 that if creditors were to
declare LFG to be in default, then it would not have enough
internal resources to repay the obligations.

Much of the strain on LFG's liquidity stems from investments of
its 1,031 exchange services company in auction rate securities,
which had a par value of $291 million as of Sept. 30, 2008.  LFG
has been unable to convert these securities into cash because of
the disruption in the credit markets.  Consequently, the group has
had to use other assets to fund customer redemptions.  The holding
company funded $20 million of customer commitments in the third
quarter of 2008.  The holding company had cash and liquid assets
of $69 million as of Sept. 30, 2008, but it funded another
$45 million of customer commitments between Oct. 1, 2008, and Nov.
10, 2008.

The ratings on LFG's title insurance operations are on CreditWatch
developing.  S&P will resolve the CreditWatch status of the
ratings when more information is available about the acquisition
by Fidelity.


LASALLE COMMERCIAL: Fitch Takes Rating Actions on 2006-MF2 Notes
----------------------------------------------------------------
Fitch Ratings takes various actions and assigns Outlooks on
LaSalle Commercial Mortgage Securities Trust, series 2006-MF2:

Fitch downgrades, maintains/and or removes from Rating Watch these
classes:

  -- $8.7 million class B to 'A' from 'AA'; remains on Rating
     Watch Negative;

  -- $12.5 million class C to 'BB+' from 'A'; and removed from
     Rating Watch Negative;

  -- $8.1 million class D to 'BB'; Outlook Negative from 'BBB';
     Rating Watch Negative;

  -- $3.7 million class E to 'B'; Outlook Negative from 'BBB-'
     Rating Watch Negative;

  -- $5.6 million class G to 'C/DR6' from 'B+';

  -- $3.1 million class H to 'C/DR6' from 'CCC/DR1';

  -- $1.9 million class J to 'C/DR6' from 'CC/DR4'.

Fitch also downgrades and assigns a Distressed Recovery (DR)
rating to this class:

  -- $5 million class F to 'CCC/DR1' from 'BB'.

Fitch affirms and lowers the DR rating of this class:

  -- $1.2 million class K to 'C/DR6' from 'C/DR5'.

Fitch also affirms these classes:

  -- $322.6 million class A at 'AAA'; Outlook Stable;
  -- Interest-only class X at 'AAA'; Outlook Stable;
  -- $1.9 million class L at 'C/DR6';
  -- $1.2 million class M at 'C/DR6'.

The downgrades are the result of increased loss expectations
associated with additional specially serviced loans since Fitch's
last rating action.  The Rating Watch Negative on the investment
grade classes B and C is maintained due to current and potential
future interest shortfalls on these classes resulting from
advances, appraisal reductions, special servicing and legal fees.

Interest shortfalls are currently affecting classes C thru N.
Legal fees are associated with the on-going repurchase litigation
between the special servicer and the mortgage loan seller of 17
specially serviced loans.  Rating Outlooks reflect the likely
direction of any rating changes over the next one to two years.
Negative Outlooks are a result of the increased number of Fitch
loans of concern and the potential for future defaults.

As of the November 2008 distribution date, the transaction has
been reduced 23% to $381.4 million from $495.5 million at
issuance.  The transaction is collateralized by small balance
commercial loans secured by multifamily, mobile home park and
mixed-use properties.  The deal is geographically diverse with
significant concentrations in Texas, Arizona and Ohio.  The loans
are smaller than typical CMBS loans with a weighted average loan
size of $952,817.  A high proportion of the transaction has
upcoming Adjustable Rate Mortgage (ARM) resets.  Fitch has
identified 162 loans of concern (41.2%) up from 152 loans (35.5%)
at Fitch's last rating action.

There are currently 54 loans (15.3%) in special servicing and
losses are expected.  The largest specially serviced loans (2%)
are secured by multifamily properties located in Phoenix, Arizona.
The loans are cross collateralized/cross defaulted.  The borrower
filed for bankruptcy in July 2008 on the eve of foreclosure sale.
The special servicer is working on cash collateral order while
preparing filings to attempt to lift the bankruptcy stay.

The next largest specially serviced loan (0.7%) is secured by a
multifamily property located in Greenville, South Carolina, and is
currently real-estate owned.  The special servicer has new
management in place at the property and they are currently
addressing the deferred maintenance issues before marketing the
property for sale.

Fitch will continue to closely monitor the transaction for any
future interest shortfalls and additional declines in performance.


LEVI STRAUSS: Fitch Affirms 'BB-' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed these ratings on Levi Strauss & Co.:

  -- Issuer Default Rating at 'BB-';
  -- $750 million bank credit facility at 'BB+';
  -- Senior unsecured notes at 'BB-';
  -- Senior unsecured term loan 'BB-'.

The Rating Outlook is Stable.  Approximately $1.68 billion of
senior unsecured debt and the bank credit facility is affected by
these actions.

The ratings reflect LS&CO's good liquidity and minimal debt
maturities coupled with its strong shares in key markets, well
known brands names and wide geographic diversity.  The ratings
also consider the challenging economic environment and
discretionary nature of the company's product offering which have
negatively impacted volume growth this year.  The Stable Outlook
is based on Fitch's expectations that the company will have the
liquidity to manage through the tough environment in the near
term.

LS&CO has a strong balance sheet with minimal debt maturities. As
of Aug. 24, 2008, the company had $127.8 million in cash and cash
equivalents and $302.3 million in net available borrowing capacity
under its revolving credit facility.  The company has $71 million
in debt maturities in 2009 with no additional maturities until
2013.  The upcoming debt maturities are expected to be paid with
cash on hand.  The company took actions over the past several
years to reduce debt and refinance its interest rate which has
resulted in its interest burden falling by approximately $100
million from two years ago.  Fitch expects that management will
remain committed to its plan to reduce debt and leverage over
time.

LS&CO has focused on growing its core product lines through
premium positioning, particularly internationally and has been
able to show some share growth in a difficult environment.
However, Fitch is cognizant that the company provides
discretionary products whose volumes are likely to decline in what
is expected to be a severe recession.  Also, recent unfavorable
currency trends are likely to negatively impact the top line of
most multinational companies such as Levi.

Nonetheless, LS&CO's restructuring activities, including changing
sourcing arrangements, realigning business units, and closing
unproductive facilities, have led to reduced costs across its
business.  Profitability as measured by operating EBITDA margins
remained relatively flat (excluding one-time SAP related
consulting fees) at 15.5% for the last 12 months ended Aug. 24,
2008, compared to 15.7% for the fiscal year ended Nov. 25, 2007.
Strong operating profits along with a slight decrease in total
debt balances to $1.9 billion have resulted in strengthened credit
metrics with leverage (measured by total debt to EBITDA) declining
to 3.0 times(x) for the LTM ended Aug. 24, 2008 and FFO interest
coverage strengthening to 2.5x from 2.2X.

Fitch expects LS&CO to continue to benefit from its lower cost
structure while continuing to invest in its brands but
profitability is likely to be negatively impacted in a severe
recession.  Nonetheless, underpinning the rating is an expectation
that LS&CO will generate positive free cash flow, manage
discretionary outflows and have minimal increases in debt
balances.


LID INVESTMENTS: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: LID Investments LLC
        c/o Michael Elishayov
        7201 136th Street
        Flushing, NY 11367

Bankruptcy Case No.: 08-47325

Chapter 11 Petition Date: October 30, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Eastern District of New York (Brooklyn)

Bankruptcy Judge: Dennis E. Milton

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky LLP
                  489 Fifth Avenue, 28th Floor
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

Estimated Assets: $0 to $50,000

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

Debtor's 2 largest unsecured creditors:

   Entity                     Nature of Claim     Amount of Claim
   ------                     ---------------     ---------------
Indymac Bank FSB              6517 North 7th        $2,800,000.00
3465 E Foothill Blvd 3465     Street                (Unknown
Pasadena, CA 91107            Phoenix, AZ            secured)

                                                    (35,294.00
                                                    senior lien)

Maricopa County               6517 North 7th            35,294.00
301 West Jefferson            Street
Phoenix, AZ 85003             Phoenix, AZ


MERRILL LYNCH: Fitch Trims Ratings on Series 2004-KEY2 Classes
--------------------------------------------------------------
Fitch Ratings downgrades, removes from Rating Watch Negative, and
assigns Outlooks to these classes of Merrill Lynch Mortgage Trust,
series 2004-KEY2:

  -- $15.3 million class H to 'BB+' from 'BBB-'; Outlook Stable;
  -- $7 million class J to 'BB-' from 'BB+'; Outlook Negative;
  -- $5.6 million class K to 'B+' from 'BB'; Outlook Negative;
  -- $4.2 million class L to 'B" from 'BB-'; Outlook Negative;
  -- $2.8 million class M to 'B-' from 'B+'; Outlook Negative;
  -- $2.8 million class N to 'CC/DR4' from 'B';
  -- $5.6 million class P to 'C/DR6' from 'B-'.

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

  -- $169.1 million class A-2 at 'AAA'; Outlook Stable;
  -- $92.1 million class A-3 at 'AAA'; Outlook Stable;
  -- $255.7 million class A-1A at 'AAA'; Outlook Stable;
  -- $345.7 million class A-4 at 'AAA'; Outlook Stable;
  -- Interest only Class XC at 'AAA' Outlook Stable;
  -- Interest only Class XP at 'AAA' Outlook Stable;
  -- $26.5 million class B at 'AA'; Outlook Stable;
  -- $8.4 million class C at 'AA-'; Outlook Stable;
  -- $22.3 million class D at 'A'; Outlook Stable;
  -- $12.5 million class E at 'A-'; Outlook Stable;
  -- $15.3 million class F at 'BBB+'; Outlook Stable;
  -- $11.1 million class G at 'BBB'; Outlook Stable.

Fitch does not rate classes Q and DA. Class A-1 has paid in full.
The downgrades reflect expected losses from the two loans (4.1%)
currently in special servicing.  The Negative Outlooks are based
on an assumption of defaults and losses on the Fitch loans of
concern (9.6%).  The Rating Outlooks reflect the likely direction
of additional rating changes over the next one to two years.
The largest specially serviced loan (3.0%) is secured by 32 two-
and three-story garden style apartment buildings comprising a
total of 640 units, which are located in Ft. Myers, FL.

The loan, which has a current outstanding principal balance of
$30.9 million, began amortizing on a 30-year schedule in May 2006.
As of Aug. 31, 2008, reported occupancy at the property stood at
47%, an additional decline of 11% from year-end 2007 (58%
occupancy), and down from 94% at issuance. An updated appraisal
value indicates that losses are likely.

The second specially serviced loan (1.1%) is secured by a 120-unit
student housing property located in Kalamazoo, Michigan.  The
property transferred to special servicing in January 2008
following a period of declining occupancy.  The special servicer
was initially negotiating the appointment of a Receiver for
marketing of the property; however, no agreement could be reached
with the borrower and the special servicer is currently pursuing
foreclosure. Losses are also expected upon resolution.

As of the November 2008 distribution date, the pool's aggregate
certificate balance has decreased 8.7% to $1.02 billion from
$1.12 billion since issuance.  Eight loans (12.7%) have defeased
since issuance.

Approximately 9.4% of non-defeased loans remaining in the pool
mature in 2009, including two of the top ten loans (7.5%).  The
weighted average debt service coverage ratio of the non-defeased
loans maturing in 2009 is 1.87 times (x).


METALDYNE CORPORATION: Moody's Lifts Corp. Family Rating to Caa2
----------------------------------------------------------------
Moody's Investors Service raised Metaldyne Corporation's Corporate
Family Rating to Caa2 from Caa3 and raised the Probability of
Default, to Caa2\LD from Caa3; raised Metaldyne Company LLC's
senior secured term loan facility and senior secured synthetic
letter of credit facility to Caa1 from Caa2, and the senior
secured revolving credit facility to Ba3 from B1.

The action follows the company's successful tender of
approximately 90% of its combined unsecured and subordinated
notes.  As a result, Moody's lowered the ratings of Metaldyne's
remaining senior unsecured notes to Ca, and confirmed the rating
of the subordinated notes at Ca.  The remaining untendered notes
will be stripped of covenants, collateral, and guarantees.  The
outlook is negative.  This action concludes the review initiated
on Oct. 27, 2008.

The upgade of Metaldyne's CFR to Caa2 reflects the company's
successful tender of approximately 90% of Metaldyne's combined
senior unsecured and subordinated notes (or about $353 million)
resulting in a significantly improved capital structure and the
elimination of approximately $40 million in annual interest
expense.  The Probability of Default of Caa2\LD indicates Moody's
view of a limited default as a result of the tender at distress
pricing levels.  Concurrent with the successful tender, Metaldyne
has received $50 million of additional equity from RHJ
International, on behalf of Metaldyne's parent company, Asahi Tec;
and a $60 million unsecured note from certain of Metalydyne's key
customers.  These funds have been partially used to pay the
accepted notes and provide additional liquidity.  Metaldyne also
negotiated modifications under its bank credit facility to, among
other items, provide additional covenant cushion.

The negative rating outlook continues to reflect Metaldyne's
ongoing weak credit metrics, the current North American and
European production declines resulting from weak global economic
conditions and consumer credit markets, and weak financial profile
of certain of its customers.  These conditions are expected to
continue into 2009.

Cash at Sept. 30, 2008, was $43 million.  Current economic
pressure affecting the automotive industry will pressure the
company's ability to generate positive free cash over the next
twelve months.  Metaldyne is expected to continue to implement
restructuring actions to help offset industry pressures.
Adjusting for the conditions of the completion of the tender,
availability under the revolver should improve.  The amended
covenant levels will provide additional operating flexibility
under the current challenging environment.  Metaldyne has a
limited ability to develop incremental alternative liquidity as
all assets are pledged under the bank credit facility.

Ratings raised:

Metaldyne Corporation:

  -- Corporate Family Rating, to Caa2 from Caa3;
  -- Probability of Default Rating, to Caa2\LD from Caa3;

Metaldyne Company LLC:

  -- guaranteed senior secured asset based revolving credit
     facility, to Ba3 (LGD2, 13%) from B1 (LGD2, 12%);

  -- $408 million remaining amount of guaranteed senior secured
     term loan, to Caa1 (LGD3, 39%) from Caa2 (LGD3, 36%);

  -- $60 million Synthetic L/C Facility, to Caa1 (LGD3, 39%) from
     Caa2 (LGD3, 36%);

Ratings lowered:

Metaldyne Corporation:

  -- Remaining amount of tendered 10% guaranteed senior unsecured
     notes due November 2013, Ca (LGD6 96%) from Caa3 (LGD4, 53%);

Ratings confirmed:

Metaldyne Corporation:

  -- Remaining amount of tendered 11% guaranteed senior
     subordinated notes due June 2012, to Ca (LGD6, 96%)

The last rating action was on Oct. 27, 2008 when the ratings were
lowered and put under review.

Metaldyne Corporation, headquartered in Plymouth, Michigan, is a
leading global designer and supplier of metal-based components,
assemblies and modules for transportation related powertrain and
chassis applications including engine, transmission/transfer case,
wheel-end and suspension, axle and driveline, and noise and
vibration control products to the motor vehicle industry.

Metaldyne LLC is a wholly-owned operating company.  Metaldyne was
purchased by Asahi Tec Corp in January 2007.  While Metaldyne is a
restricted subsidiary of Asahi Tec, Metaldyne's Chairman and CEO
also serves as co-CEO of Asahi Tec.


MICHAEL MCCORD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael McCord
       811 Strawberry Hill Road W.
       Columbus, OH 43213

Bankruptcy Case No.: 08-60579

Chapter 11 Petition Date: October 29, 2008

Bankruptcy Court: United States Bankruptcy Court
                 Southern District of Ohio (Columbus)

Bankruptcy Judge: Charles M. Caldwell

Debtor's Counsel: Richard K. Stovall, Esq.
                 21 West Broad Street, Suite 400
                 Columbus, OH 43215
                 Tel: (614) 221-8500
                 Fax: (614) 221-5988
                 E-mail: stovall@aksnlaw.com

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/ohsb08-60579.pdf


MORIN BRICK: Taps TPG Advisory as Chief Restructuring Officer
-------------------------------------------------------------
Morin Brick Company, Inc., asks the U.S. Bankruptcy Court for the
District of Maine for authority to employ TPG Advisory, LLC, doing
business as The Tron Group as its Chief Restructuring Officer.

As the Debtor's Chief Restructuring Officer, TPG will assist the
Debtor regarding compliance with certain reporting requirements
owed by it to Bank of America and others.  TPG will also assist
the Debtorin compiling financial information needed in relation to
a possible sale of the Debtor's assets or a refinancing of its
obligations to Bank of America.

Robert P. Wexler, president of TPG, assures the Court that the
firm neither holds nor represents any interest adverse to the
Debtor or its estate, and that the firm is a "disinterested
person" as that term is defined under Sec. 101(14) of the
Bankruptcy Code.

As compensation for their services, The Tron Group's professionals
bill:

                                     Hourly Rate
                                     -----------
    Chief Restructuring Officer         $340
    Senior Consultant                   $240
    Analyst                             $200

Headquartered in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactures moulded and waterstruck
brick and extruded brick for customers primarily located in the
Northeastern United States and Canada.  The company filed for
Chapter 11 protection on Sept. 3, 2008 (Bankr. D. Maine Case No.
08-21022).  D. Sam Anderson, Esq., and Robert J. Keach, Esq., at
Bernstein Shur Sawyer & Nelson P.A., in Portland, Maine, represent
the Debtor as counsel.  When the Debtor filed for protection from
its creditors, its listed assets of between $10 million and
$50 million and debts of between $1 million and $10 million.


MORIN BRICK: Wants More Access to BofA Credit Line
--------------------------------------------------
Morin Brick Company asks the U.S. Bankruptcy Court for the
District of Maine for authority to continue borrowing from Bank of
America on a postpetiton basis under its prepetition Line of
Credit of $2.6 million with Bank of America, to fund expenses
based on projected 9-Week Cash Flow Forecast & Budget ending
Jan. 31, 2009.

The Debtor tells the Court that absent the continued Line of
Credit, it would be unable to meet its short-term and mid-term
needs based upon the use of cash collateral alone.

On Nov. 5, 2008, the Court granted the Debtor permission to
continue the postpetition financing arrangement with Bank of
America through Nov. 29, 2008.  The Debtor tells the Court,
however, that unless the Debtor's authority to use the Line of
Credit is continued past the week ending Nov. 29, 2008, it will
likely suffer significant immediate cash shortfalls and will be
forced to permanently discontinue operations and its estate will
likely lose the going concern value of the asset.

The Debtor's indebtedness shall be secured by a first lien on all
assets of the Debtor, including, without limitation, all of the
Debtor's inventory, all of the Debtor's accounts and accounts
receivable for goods sold by the Debtor; all of the Debtor's
machinery and equipment and other personal property; and all
general intangibles.

In addition, drawdowns on the Line of Credit will be further
secured by a first mortgage lien upon the Debtor's real property,
including any and all leasehold interests and rights to rents or
profits.

As adequate protection, Bank of America is also granted a
superpriority claim status pursuant to Sec. 364(c)(1) for the
amount of the unpaid balance advanced under the Line of Credit,
provided that such claims and liens of Bank of America shall not
be prior to fees payable to the Office of the United States
Trustee.

Headquartered in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactures moulded and waterstruck
brick and extruded brick for customers primarily located in the
Northeastern United States and Canada.  The company filed for
Chapter 11 protection on Sept. 3, 2008 (Bankr. D. Maine Case No.
08-21022).  D. Sam Anderson, Esq., and Robert J. Keach, Esq., at
Bernstein Shur Sawyer & Nelson P.A., in Portland, Maine, represent
the Debtor as counsel.  When the Debtor filed for protection from
its creditors, its listed assets of between $10 million and
$50 million and debts of between $1 million and $10 million.


NETVERSANT SOLUTIONS: Wants Hearing Within 10 Days
--------------------------------------------------
Security Director News reports that NetVersant Solutions, Inc.,
wants the hearing on its Chapter 11 filling to be set within 10
days, hoping to get protection against creditors taking action
against their clients or customers' properties for 60 days.

As reported by the Troubled Company Reporter, NetVersant Solutions
filed for Chapter 11 protection on Nov. 19 in the U.S. Bankruptcy
Court for the District of Delaware. NetVersant Solutions,
according to NetVersant, blamed its bankruptcy on several large
unprofitable projects, losses on debt obligations, and the impact
on its ability to generate revenue and cash flow.

Court documents say that NetVersant Solutions hopes to expedite a
sale of substantially all its assets to Zohar Entities, or to the
highest bidder, as that "was the only alternative that would
permit the business to continue as a going concern."  Security
Director states that Zohar Entities agreed to provide financing.

Security Director relates that NetVersant Solutions listed about
149 companies as creditors, including:

    -- sub-contractors like ADT, Evergreen Fire and Security,
       Security 101, and Superior Alarm; and

    -- vendors like Anixter, Lenel, and Linear

Anixter said in a press release that NetVersant Solutions listed
the company and its subsidiaries as unsecured creditors with $28.6
million in claims.

                  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.


NEW CENTURY FINANCIAL: Settles Misconduct Suit by Ohio
------------------------------------------------------
Bankruptcy Law360 says the state of Ohio and New Century Financial
Corp. have to settle a suit over alleged loan origination
misconduct that was filed shortly before the Debtor filed for
bankruptcy in April 2007.  The report says Judge Eileen T.
Gallagher of the Cuyahoga County Court of Common Pleas signed off
on an "agreed final entry and order" between the parties on
Nov. 21, 2008.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.

The Court confirmed the Debtors' second amended joint Chapter 11
plan on July 15, 2008.  (New Century Bankruptcy News, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


ONCOTHYREON INC: Sept. 30 Balance Sheet Upside Down by $376,000
---------------------------------------------------------------
Oncothyreon Inc.'s balance sheet as of Sept. 30, 2008, showed
total assets of $27,966,000 and total liabilities of $28,342,
resulting in total stockholders' deficit of $376,000.  For the
three months ended Sept. 30, 2008, the company posted a net loss
of $3,569,000 on revenues of $802,000.

Edward A. Taylor, vice president, finance and administration,
chief financial officer and corporate secretary, relates that as
of Sept. 30, 2008, the company's principal sources of liquidity
consisted of cash and cash equivalents of $11.4 million, and
accounts receivable of $1.6 million.  "Management believes that
the currently available cash, cash equivalents, and short term
investments will be sufficient to finance its planned operations
into the first quarter of 2009.  The company will require
additional capital in order to continue the development of
products in its pipeline and to expand its product portfolio."

According to Mr. Taylor, the company's ability to continue as a
going concern is dependent on its success at raising additional
capital sufficient to meet its obligations on a timely basis, and
to ultimately attain profitability.  "Management believes it will
raise the necessary funds for the company's growth and development
activities. However, there is no assurance that it will raise
capital sufficient to enable it to continue its planned operations
for the next 12 months."

"The company would expect to seek additional financing from the
sale of rights related to its existing product candidates, the
sale and issuance of equity or debt securities or through forming
strategic partnerships for its products.  The company cannot
predict that financing will be available when and if it needs
financing, or, if available, that the financing terms will be
commercially reasonable.  Accordingly, in the event new financing
is not obtained, the company will likely continue to reduce
general and administrative expenses and delay research development
projects as well as further acquisition of scientific equipment
and supplies until it is able to obtain sufficient financing to do
so," Mr. Taylor says.

Mr. Taylor notes that since inception, the company has incurred,
and continues to incur, significant losses from operations.
"These factors raise substantial doubt about the company's ability
to continue as a going concern."

                     About Oncothyreon Inc.

Oncothyreon Inc. is a biotechnology company incorporated in the
State of Delaware on Sept. 7, 2007.  Oncothyreon specializes in
the development of innovative therapeutic products for the
treatment of cancer.  Oncothyreon's goal is to develop and
commercialize novel synthetic vaccines and targeted small
molecules that have the potential to improve the lives and
outcomes of cancer patients.  Oncothyreon's operations are not
subject to any seasonality or cyclicality factors.  On Dec. 10,
2007, Oncothyreon became the successor corporation to Biomira Inc.
by way of a plan of arrangement approved at a special meeting of
the Stockholders of Biomira held in Edmonton, Alberta, Canada, on
Dec. 4, 2007, and approved by the Alberta Court of Queen's Bench
under Canadian law on Dec. 5, 2007.  Biomira was incorporated
under the Canada Business Corporations Act in 1985.  On Dec. 11,
2007, Oncothyreon's common stock began trading on the NASDAQ
Global Market under the symbol ONTY and on the Toronto Stock
Exchange under the symbol ONY.


PANAVISION INC: S&P Junks Rating on Narrowing Compliance Margin
---------------------------------------------------------------
Standard & Poor's Ratings Services downgraded Panavision Inc.
because of the company's narrowing margin of compliance with
financial covenants.  The corporate credit rating was lowered to
'CCC+' from 'B-'.

S&P also lowered the issue-level ratings on Panavision's
$315 million first-lien facility due 2011 to 'B-' (one notch
higher than the corporate credit rating) from 'B+'.  S&P revised
the recovery rating on this debt to '2' from '1', indicating S&P's
expectation of substantial (70%-90%) recovery in the event of a
payment default.

At the same time, S&P lowered the issue-level ratings on the
company's $150 million second-lien term facility due 2012 to 'CCC'
(one notch below the corporate credit rating) from 'CCC+'.  The
recovery rating remained unchanged at '5', indicating S&P's
expectation for modest (10%-30%) recovery in the event of a
payment default.  S&P removed all the ratings from CreditWatch
with negative implications.  The outlook is negative.

Revenue and EBITDA declined 9% and 7%, respectively, in the third
quarter ended Sept. 30, 2008, because of a slowdown of production
activity after an acceleration in the first half of 2008,
reflecting studios' concerns about a possible SAG labor action.
The acceleration resulted in an 11% increase in EBITDA in the
first nine months ended Sept. 30, 2009.  S&P is concerned that
overall production activity may continue to decline in the fourth
quarter and beyond, contributing to downward pressure on EBITDA.


PATRIOT HOMES: Court Grants Interim Access to Loans and Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
amended its final order dated Oct. 16, 2008, granting Patriot
Homes, Inc., et al., permission to (i) use Cash Collateral of
Wells Fargo Bank, National Association, (ii) obtain financing from
Wells Fargo, to pay wages, salaries, utilities, and other
necessary operating expenses, in accordance with a budget covering
the period Nov. 15, 2008, through Dec. 12, 2008.

The Debtors told the Court that it has been unable to obtain
sufficient unsecured credit allowable under Sec. 503(b)(1) of the
Bankruptcy Code as an administrative expense to meet working
capital needs.

In no event shall the aggregate outstanding principal amount of
prepetition and postpetition Revolving Advances exceed a Borrowing
Base, as defined in the Credit Agreement.

Lender may make postpetition advances to the Debtors but in no
event shall these exceed any line item in the Budget by more than
10% without the Lender's prior consent, provided that these shall
not exceed the cumulative amount projected in the Budget for any
week without further order of the Court.  Debtor shall be
authorized to use Cash Collateral to the limited extent provided
by this Order which, as to Lender, shall be for the sole purpose
of applying receipts and Cash Collateral to pay Lendeer.

Upon the occurence of an Event of Default under Paragraph 12 of
the Amended Final Order, Lender may declare immediately due and
payable the entire balance remaining due from the Debtors,
including any accrued interest and costs of collection.

Interest on the postpetition advances shall accrue at the rate per
annum equal to the Prime Rate plus 6.625%.

As adequate protection for the use of Cash Collateral and as
security for the postpetition finacing, Wells Fargo is granted a
superpriority administrative claim and a post-petition prior and
paramount security interest in and lien upon all of the Debtors'
(a) existing and future personal property and proceeds thereof
other than the Avoidance Claims, and (b) real property and
proceeds thereof.  This Postpetition Security Interest shall have
priority over any and all adminsistrative expenses other than
Trustee Fees, provided that Lender shall "carve out" from its
collateral those amounts for "Professional Fees" set forth in the
Budget.

As adequate protection for other creditors' interests in Debtors'
Cash Collateral, such other creditors are granted replacemnet
liens in Debtors' post-petition assets of the same class of
property, and in the same order of priority, as any lien such
other creditors may have in the prepetition assets of the Debtors.

                        Termination Date

By no later than Dec. 12, 2008, Debtors shall have either (a)
entered into a definitive written agreement for the sale of all or
substantially all of the Debtors' assets which sale shall (x) be
heard and approved by the Court no later than Jan. 12, 2009, and
(y) close no later than Jan. 26,2009, or (b) effected the complete
refinance or other full satisfaction of all Obligations through
another lender or other source or the complete refinance or other
full satistfaction of all Revolving Advance Obligations through a
Replacement Lender upon such terms as are reasonalby acceptable to
the Lender.

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Lead Case No. 08-33347).
Bell Boyd & Lloyd, LLP, is the Debtors' proposed bankruptcy
counsel.  Rebecca Hoyt Fisher, Esq. at Laderer & Fischer,
reresents the Official Committee of Unsecured Creditors as
counsel.

In its schedules, Patriot Homes, Inc. disclosed total asset of
$1,715,900 and total debts of $17,918,377.


PATRIOT HOMES: May Employ Scouler and Company as Consultant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
granted Patriot Homes Inc. and its debtor-affiliates, permission
to employ Scouler and Company as consultant and financial advisor,
retroactive to the Petition Date.

As the Debtors' consultant, Scouler and Company will:

a) Assist the Debtors in developing and implementing a financial
    and operational restructuring plan, including preparing
    financial forecasts, liquidity planning, cost reductions, and
    restructuring of the Debtors' capital structure;

b) Analyze cash flow forecasts and other information as
    appropriate to obtain an understanding of the Debtors' near-
    term liquidity outlook and construct and maintain an ongoing
    13-week cash flow forecast;

c) Assist the Debtors in conducting ongoing routine
    communications with the Debtors' lender, including periodic
    reviews of the Debtors' performance and progress against the
    restructuring plan, and evaluating the Debtors' current
    financial position and status of all projects;

d) Assist in organizing the Debtors' resources and activities so
    as to effectively and efficiently plan, coordinate, and
    manage the Chapter 11 process and communication with
    customers, lenders, suppliers, employees, shareholders, and
    other parties in interest;]

e) Advise the Debtors concerning interfacing with committees,
    other constituencies, and their professionals, including in
    the preparation of financial and operating information
    required by such parties or the  bankruptcy court;

f) Assist the Debtors in forecasting, planning, controlling and
    other aspects of managing cash and obtaining DIP financing;

g) Consult with the Debtors with respect to resolving disputes
    and otherwise managing the claims process;

h) Assist the Debtors in the development of a plan of
    reorganization and underlying business plan including the
    related assumptions and rationale; and

i) Perform such other services as are requested by the Debtors.

Al Kirchhein, a principal of Scouler and company, assured the
Court that the firm does not any interest adverse the Debtors, and
that the firm is a "disinterested person" as that term is defined
in Sec. 101(14) of the Bankruptcy Code.

Scouler will primarily staff the project with two professionals:
John Hedge, whose hourly rate is $450.00, and Al Kirchhein, whose
hourly rate is $450.00.

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Lead Case No. 08-33347).
Bell Boyd & Lloyd, LLP, represents the Debtors as counsel.
Rebecca Hoyt Fisher, Esq. at Laderer & Fischer, represents the
Official Committee of Unsecured Creditors as counsel.

In its schedules, Patriot Homes, Inc. disclosed total assest of
$1,715,900 and total debts of $17,918,377.


PENTON BUSINESS: S&P Downgrades Corporate Credit Ratings to 'B-'
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
ratings and issue-level ratings on Penton Business Media Holdings
Inc. and related entities.  S&P lowered the corporate credit
ratings on the companies to 'B-' from 'B'.  The outlook is
negative.

S&P also lowered the issue-level ratings on Penton Business Media
Inc.'s and Penton Media Inc.'s $700 million first-lien facility
due 2013 to 'B-' (the same as the corporate credit rating) from
'BB-'.  S&P revised the recovery rating on this debt to '3', which
indicates S&P's expectation of meaningful (50% to 70%) recovery in
the event of a payment default, from '1'.

At the same time, S&P lowered the issue-level ratings on the
companies' $266 million second-lien term facility due 2014 to
'CCC' (two notches lower than the corporate credit rating) from
'CCC+'.  The recovery rating is unchanged at '6', which indicates
S&P's expectation of negligible (0% to 10%) recovery in the event
of a payment default.

S&P analyze Penton Business Media Holdings on a consolidated basis
with Penton Business Media Inc. and Penton Media Inc.

"S&P lowered the ratings based on the company's weak operating
performance and narrowing margin of compliance with financial
covenants," said Standard & Poor's credit analyst Tulip Lim.

The rating on Penton reflects S&P's expectation of cyclical
operating performance, a thin margin of compliance with financial
covenants, mature growth prospects for many of the company's end
markets, and high leverage.  The company's good competitive
positions in the complementary trade publishing and exhibition
industries and its diverse customer base only partially offset
these factors.

New York-based Penton (formerly Prism Business Media Holdings
Inc.) is the largest independent, and third-largest overall,
business-to-business media company in the U.S.


PILGRIM'S PRIDE: Gets Third Extension of Covenant Waiver
--------------------------------------------------------
Pilgrim's Pride Corporation said it reached an agreement with its
lenders to extend the temporary waiver under its credit facilities
until Dec. 1, 2008.

The company said it continues to pursue opportunities to refinance
and recapitalize its business, and to position itself to
capitalize on its strategic advantages.

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Pilgrim's Pride Corp., including its corporate credit rating to
'CCC+' from 'BB-'.  In addition, S&P revised the CreditWatch
implications to developing from negative.

Moody's Investors Service lowered the ratings of Pilgrim's Pride
Corporation, including: (i) corporate family rating to B2 from
B1; (ii) probability of default rating to B2 from B1; (iii)
$400 million 7.625% senior notes due 2015 to Caa1 from B3 and
(iv) $250 million senior subordinated notes due in 2017 and
$5.1 million (original $100 million) senior subordinated notes
due 2013 to Caa1 from B3.


PRIMEDIA INC: Has until January 2 to Submit NYSE Compliance Plan
----------------------------------------------------------------
PRIMEDIA Inc. received written notice from the New York Stock
Exchange that the company does not satisfy one of the NYSE's
standards for continued listing applicable to the company's common
stock.  The NYSE noted specifically that the company was "below
criteria" for the NYSE's continued listing standards because its
average total market capitalization was less than $75 million over
a 30 trading-day period.

Under applicable NYSE rules, the company has until Jan. 2, 2009,
to submit a plan that demonstrates its ability to achieve
compliance with the continued listing standards within 18 months
of receipt of the notice.  The company has notified the NYSE of
the company's intent to submit a plan to remedy its non-compliance
within the 18-month period.

In the event that the NYSE does not accept the company's plan,
PRIMEDIA's common stock would be subject to suspension and
delisting proceedings. Neither delisting from the NYSE nor non-
compliance with the NYSE's listing standards affects the company's
compliance with the requirements of its credit facilities.

Headquartered in Atlanta, PRIMEDIA Inc.(NYSE: PRM) --
http://www.primedia.com/-- through its Consumer Source Inc.
operation, is a provider of advertising-supported consumer guides
for the apartment and new home industries.  Consumer Source
publishes and distributes more than 38 million guides such as
Apartment Guide and New Home Guide to approximately 60,000 U.S.
locations each year through its proprietary distribution network,
DistribuTech.  The company also distributes category-specific
content on its leading websites, including ApartmentGuide.com,
NewHomeGuide.com and Rentals.com, a comprehensive single unit real
estate rental site.

At June 30, 2008, the company's consolidated balance sheet showed
$255.6 million in total assets and $390.5 million in total
liabilities, resulting in a roughly $134.8 million stockholders'
deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $50.9 million in total current
assets available to pay $63.2 million in total current
liabilities.

Net income decreased $3.7 million to $1.9 million compared to
second quarter 2007, due to the second quarter 2007 gain on the
sale of Channel One, part of the company's Education segment,
partially offset by a $24.1 million reduction in interest expense
as a result of the company's lower debt level.

Total net revenue decreased 2.2% to $76.8 million compared to
second quarter 2007, reflecting a 2.1% increase in Apartments,
offset by a 16.4% decline in New Homes and a 5.0% decline in
DistribuTech.


PRODUCTION RESOURCE: S&P Puts 'B' Rating on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Production Resource Group LLC, including its 'B' corporate
credit rating, on CreditWatch with negative implications.  New
Windsor, New York-based PRG is a provider of lighting, audio,
video, scenic equipment, and related services for live events and
theatrical productions, with locations around the world.

"S&P took this rating action based on concerns about the company's
continued weak operating performance, reduced headroom under
financial covenants, and widening discretionary cash-flow
deficits," explained Standard & Poor's credit analyst Tulip Lim.

For the quarter ended Sept. 30, 2008, the company's revenue
increased 10%, but EBITDA declined roughly 19%.  EBITDA margin
compression stemmed from continued pricing pressure and an
unfavorable revenue mix.  The EBITDA margin was 16.1% for the 12
months ended Sept. 30, 2008, compared with 19.9% for the full year
ended Dec. 31, 2007.  PRG is highly leveraged relative to the
stability of the business.  Pro forma for the July and October
2008 acquisitions, lease-adjusted total debt to EBITDA was 5.7x
for the 12 months ended Sept. 30, 2008, and unadjusted EBITDA
coverage of interest was 2.2x.  The company's discretionary cash-
flow deficits widened in third-quarter 2008 as a result of a drop
in net income.

PRG derives its liquidity from borrowing availability under its
$70 million revolving credit facility, of which $22.5 million was
drawn as of Sept. 30, 2008.  The company's cash balance as of
Sept. 30, 2008, was $3.1 million.  The credit facilities contain
maximum total leverage and minimum interest coverage covenants,
which tighten on Dec. 31, 2008, and again on Dec. 31, 2009, where
they remain for the life of the agreement.  The tightest covenant
is the maximum total leverage covenant.  As of Sept. 30, 2008, the
company was in compliance with its financials covenants.  If
EBITDA continues to decline and leverage increases, the company's
margin of compliance as of Dec. 31, 2008, likely will narrow
further.  S&P is concerned that current business conditions might
not support the growth in EBITDA required to meet the covenant
step-down on Dec. 31, 2009.  Debt maturities are minimal, with 1%
annual amortization, payable quarterly, of the first-lien term
loan having begun Dec. 31, 2007.

"In resolving the CreditWatch status of the ratings, S&P will
assess the company's near-term earnings and cash-flow prospects,"
Ms. Lim added.  "In addition, S&P will evaluate the company's
financial policies and strategy to deal with tightening
covenants."


PROTECTION ONE: High Leverage Spurs S&P to Downgrade Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lawrence, Kansas-based Protection One Alarm Monitoring
Inc. to 'B' from 'B+'.  The outlook is stable.

At the same time Standard & Poor's lowered PONE's first-lien debt
rating to 'BB-' from 'BB', and its second-lien debt rating to 'B'
from 'B+'.

"The ratings were lowered due to continued high leverage since its
April 2007 acquisition of Integrated Alarm Services Group," said
Standard & Poor's credit analyst Joseph Spence.  "The ratings
reflect PONE's highly leveraged financial profile and second-tier
position in the highly competitive and fragmented U.S. security
alarm monitoring industry."  These factors are further compounded
by a weak economic environment.  These are partly offset by a
largely recurring revenue base and good liquidity.

PONE is a provider of electronic security alarm monitoring
services to the residential, commercial, and wholesale markets.
As of Sept. 30, 2008, the company served more than 1.8 million
customers with more than 90% of its revenue derived from its
recurring monitoring and maintenance contracts.  PONE is the No. 3
company in the industry; however, it is estimated to be 10x
smaller in revenues than industry leader ADT Security Services
Inc.  PONE's strategy relies heavily on its internal sales force
to produce new accounts.  This strategy allows the company greater
control in terms of customer quality and boosts ROIC through lower
customer creation costs and less reliance on debt to fund growth,
relative to competitors that purchase accounts from third-party
companies.

Despite recent declines in EBITDA, the stable outlook reflects
PONE's favorable cash flow characteristics and moderate cash
balance, as well as its lack of upcoming maturities through 2011.
S&P could revise the outlook to negative if the economic and
housing environment pressure decrease earnings such that leverage
were to increase to the high 7x area.  Conversely, S&P could
revise the outlook to positive if PONE is able to achieve an
improved revenue profile through improvement in customer retention
combined with direct sales customer additions and adjusted
leverage in the 6x area.


PULTE HOMES: Moody's Downgrades Corporate Family Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service downgraded all of the ratings of Pulte
Homes, Inc., including its corporate family rating to Ba3 from
Ba2, its probability of default rating to Ba3 from Ba2, and its
senior notes rating to Ba3 from Ba2.  At the same time, Moody's
affirmed the company's speculative grade liquidity rating at
SGL-2.  The outlook remains negative.

The downgrades reflect Moody's expectation that Pulte's currently
robust cash flow generation will tail off in 2009 and beyond as
the relatively easy part of cash flow production, from sharp
reductions in land spend and spec homes in inventory, is largely
behind the company; that the company's land position (exceeding
seven years) raises the specter of continuing impairment charges,
putting further upward pressure on debt leverage and possible
pressure on covenant compliance, even though current headroom
appears quite large; and that Pulte will continue to generate
quarterly operating losses in 2009, even before impairments.

In addition, Pulte's current fully adjusted debt leverage of 52.5%
is uncharacteristically high for the company, which has had a
typical debt leverage profile in the low 40's.  Moody's also notes
that further disruptions in the mortgage securities market could
result in Pulte's financial services subsidiary losing access to
some or all of its mortgage warehouse lines of credit, stressing
the company's liquidity position if it should choose to continue
originating mortgages.

At the same time, the ratings acknowledge that the company has the
third strongest cash flow generation in the industry and has been
cash flow positive on a trailing 12 month basis for eight
consecutive quarters; that Moody's projects the company will have
in excess of $1.75 billion in cash at the end of 2009, with no
significant debt maturities until 2011 and no revolver usage for
at least the next 12 months; and that the company has minimal off-
balance sheet obligations considering its size.

The negative rating outlook reflects the expectation of Moody's
Corporate Finance Group that the crisis in the U.S. financial
system, the severe correction in real estate prices and the large
inventory of unsold homes will ensure that the problems in the
homebuilding industry and in the broader economy will almost
certainly worsen before they get better, thereby further
pressuring the company's financial performance.

Going forward, the outlook could stabilize if the company were to
continue to generate strong homebuilding cash flow and use the
cash to build additional liquidity and pay down debt; reduce costs
sufficiently to restore homebuilding profitability before charges;
and make it through the coming year without substantial additional
impairment charges, which could enable the company to stabilize
debt leverage and remain in compliance with its covenants.

The ratings could be lowered again if the company begins
experiencing sharp reductions in its trailing twelve-month cash
flow generation; violates covenants in its bank credit agreement;
continues to increase its debt leverage; is expected to continue
generating quarterly losses before impairments throughout fiscal
2010; or continues taking substantial asset impairment charges.

These rating actions were taken:

  -- Corporate family rating lowered to Ba3 from Ba2;

  -- Probability of default rating lowered to Ba3 from Ba2;

  -- Senior unsecured notes rating lowered to Ba3 (LGD4, 54%) from
     Ba2 (LGD4, 54%);

  -- Speculative grade liquidity assessment affirmed at SGL-2.

Founded in 1950 and headquartered in Bloomfield Hills, Michigan,
Pulte Homes, Inc. is one of the country's largest homebuilders,
with revenues and net income for the trailing twelve months ended
Sept. 30, 2008, of $7.4 billion and ($2) billion, respectively.


QUEST ENERGY: 10-Q Non-Filing Cues Nasdaq to Delist Securities
--------------------------------------------------------------
Quest Energy Partners L.P. received a notice from the Nasdaq Stock
Market, dated Nov. 19, 2008, indicating that because the
Partnership has not yet filed its Form 10-Q for the period ended
Sept. 30, 2008, that under Marketplace Rule 4310(c)(14) it is no
longer in compliance with the rules for continued listing on the
exchange.

The notice further stated that Nasdaq rules permit the Partnership
to submit a plan to regain compliance by no later than Jan. 20,
2009, or within 60 calendar days.  After a review of this plan,
Nasdaq staff can grant QELP an exception, up to 180 calendar days
from the due date of the 10-Q, or until May 13, 2009, to regain
compliance.  QELP intends to timely submit a plan to Nasdaq and to
execute on that plan to be back in compliance within the exception
period.

In determining whether to grant the exception, Nasdaq staff will
consider QELP's: specific circumstances, including the likelihood
that the 10-Q can be filed within the exception period; past
compliance history; reasons for the late filing; partnership
events that may occur within the exception period; general
financial status; and disclosures to the market.

If Nasdaq staff determines that it is not appropriate to provide
the Partnership with an exception, it will provide written notice
that the Partnership's securities will be delisted.  At that time,
QELP may appeal the decision to a Nasdaq Listing Qualifications
Panel.

                About Quest Energy Partners, L.P.

Quest Energy Partners, L.P. (NASDAQ:QELP) -- http://www.qelp.net/
-- was formed by Quest Resource Corporation to acquire, exploit
and develop natural gas and oil properties and to acquire, own,
and operate related assets.  The Partnership owns more than 2,300
wells and is the largest producer of natural gas in the Cherokee
Basin, which is located in southeast Kansas and northeast Oklahoma
and holds a drilling inventory of nearly 2,100 locations in the
Basin.  The Partnership also owns natural gas and oil producing
wells in the Appalachian Basin of the northeastern United States
and in Seminole County, Oklahoma.


QUEST RESOURCE: Has Until January 29 to Comply with Nasdaq Rules
----------------------------------------------------------------
Quest Resource Corporation received a notice from the Nasdaq Stock
Market, dated Nov. 19, 2008, indicating that because the company
has not yet filed its Form 10-Q for the period ended Sept. 30,
2008, that under Marketplace Rule 4310(c)(14) it is no longer in
compliance with the rules for continued listing on the exchange.

The notice further stated that Nasdaq rules permit the company to
submit a plan to regain compliance by no later than Jan. 21, 2009,
or within 60 calendar days.  After a review of this plan, Nasdaq
staff can grant QRCP an exception, up to 180 calendar days from
the due date of the 10-Q, or until May 11, 2009, to regain
compliance. QRCP intends to timely submit a plan to Nasdaq and to
execute on that plan to be back in compliance within the exception
period.  In determining whether to grant the exception, Nasdaq
staff will consider QRCP's: specific circumstances, including the
likelihood that the 10-Q can be filed within the exception period;
past compliance history; reasons for the late filing; corporate
events that may occur within the exception period; general
financial status; and disclosures to the market.

If Nasdaq staff determines that it is not appropriate to provide
QRCP with an exception, it will provide written notice that the
company's securities will be delisted.  At that time, QRCP may
appeal the decision to a Nasdaq Listing Qualifications Panel.

                About Quest Resource Corporation

Based in Oklahoma City, Oklahoma, Quest Resource Corporation
(NASDAQ:QRCP) -- http://www.qrcp.net-- is engaged in the
exploration, development, production and transportation of natural
gas.  The company operates in two segments: Gas and oil
production, and Natural gas pipelines, including transporting,
selling, gathering, treating and processing natural gas.

AS reported in the Troubled Company Reporter on Nov. 3, 2008,
QRCP entered an agreement with its lender to amend its
$33.5 million term loan with a maturity of July 11, 2010.  Among
other terms of the amendment, the lender agreed to waive any
potential non-compliance in prior periods that was a direct or
indirect consequence of the questionable transfer of approximately
$10 million of funds from the Quest entities to an entity
controlled by QRCP's former chief executive officer.


RAUL SALCEDO OQUENDO: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Raul A. Salcedo Oquendo
         aka Raul Antonio Salcedo Oquendo
         dba Oficina de Podiatria
       1845 Carr 2, Suite 901
       Bayamon, PR 00959

Bankruptcy Case No.: 08-07300

Chapter 11 Petition Date: October 29, 2008

Bankruptcy Court: United States Bankruptcy Court
                 District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jaime Rodriguez-Perez, Esq.
                 Jaime Rodriguez Law Office PSC
                 Cond Atrium Plaza Apartment 28
                 225 Calle Jose Oliver
                 San Juan, PR 00918-1469
                 Tel: (787) 797-4174
                 Fax: (787) 797-4174
                 E-mail: bayamonlawoffice@yahoo.com

Total Assets: $1,465,066

Total Debts: $2,411,437

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

A full-text copy of the Debtor's petition and its schedules of
assets and liabilities, and statement of financial affairs are
available at no charge at:

              http://bankrupt.com/misc/prb08-07300.pdf


REFCO INC: Suit Against Account Holder Settled for $17.5 Million
----------------------------------------------------------------
Bankruptcy Law360 says the plan administrator for Refco Capital
Markets Ltd. has settled an adversary proceeding with an account
holder, allowing $175 million in unsecured claims to stand against
the estate.  In return, the report says, the claimant has agreed
to return $17.5 million of a disputed $30 million to RCM.  The
proposed settlement, the report says, resolves the administrator's
action to disallow the account holder's claims.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its Chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


RELIANCE INSURANCE: Liquidator & Deloitte Settle Suit for $40MM
---------------------------------------------------------------
Pennsylvania Insurance Commissioner Joel Ario, in his capacity as
statutory liquidator for Reliance Insurance Company, said the
Insurance Department has finalized a $40 million settlement with
Deloitte & Touche LLP in connection with the firm's auditing
services for Reliance.

"We have fought long and hard in this case, and we are pleased
with this settlement," Commissioner Ario said, adding that the
goal in this, and prior actions, has been to maximize recovery for
Reliance policyholders from its parent companies, management and
outside professionals.

"This $40 million settlement will directly benefit Reliance's
policyholders.  When combined with the $45 million previously
recovered from the Reliance parent companies, as well as the
approximately $60 million recovered from the settlement of actions
against the company's former officers and directors, the grand
total of recoveries in the Reliance estate total nearly
$145 million from litigation brought by the department," Mr. Ario
said.

In addition to this substantial recovery, insurance regulation now
provides additional protections to minimize the risks associated
with the auditing of insurance companies.

The department has been working through the National Association
of Insurance Commissioners on new requirements related to auditor
independence, corporate governance and internal control over
financial reporting designed to promote the accuracy and
reliability of financial statements filed by insurance companies.

Other key developments in financial regulation include
strengthening risk-based capital requirements and adopting more
stringent standards for actuarial opinions on the adequacy of
insurance company reserves.

The department will continue working to develop and implement new
tools for state regulation of insurance company financial solvency
and to minimize the number and impact of insurance company
insolvencies.

A copy of the settlement agreement can be found at the Reliance
Documents Web site http://www.reliancedocuments.com/
Policyholders with questions in the Reliance liquidation estate
should call (215) 864-4500.

The Insurance Department took statutory control of Reliance on
May 29, 2001, under an Order of Rehabilitation, followed by an
Order of Liquidation that October. On Oct. 15, 2002, the
department, as the liquidator, filed a complaint in Commonwealth
Court of Pennsylvania against Reliance's outside auditor, Deloitte
& Touche LLP, and its appointed actuary, Lommele.  This complaint
was originally captioned as "Koken v. Deloitte & Touche LLP et al"
(Docket No. 734-MD2002) and is now captioned as "Ario v. Deloitte
et al."  Among other things, the complaint alleged claims for
breach of fiduciary duties, professional negligence and the
recovery of preferential transfers.

A Pennsylvania-based insurance company, Reliance was licensed to
write insurance in all 50 states.  The states with the largest
number of policyholders included California, New York, Florida,
Pennsylvania, Illinois and Texas.  Reliance Insurance Company's
insurance business consisted primarily of workers' compensation,
commercial auto, commercial liability and personal auto coverage.

Based in New York City, Reliance Group Holdings Inc. owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by order of the Commonwealth
Court of Pennsylvania dated Oct. 3, 2001.  The Bankruptcy Court
confirmed the Creditors' Committee's Plan of Reorganization on
Jan. 25, 2005.


RIAZ GONDAL: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Riaz A. Gondal
        Shagufta S. Gondal
        Post Office Box 2240
        Bolingbrook, IL 60440

Case No.: 08-32505

Petition Date: November 26, 2008

Court: U.S. Bankruptcy Court
      Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtors' Counsel: Chris D. Rouskey, Esq.
                 Rouskey and Baldacci
                 151 Springfield Ave
                 Joliet, IL 60435
                 Tel: 815 741-2118
                 Fax: 815 741-0670
                 Email: rouskey-baldacci@sbcglobal.net

Total Assets: $6,420,000

Total Debts:  $4,870,114

A list of the Debtors' 15 largest unsecured creditors is available
for free at:

        http://bankrupt.com/misc/ilnb08-32505.pdf


RYLAND GROUP: Moody's Downgrades All Ratings to 'Ba3'
-----------------------------------------------------
Moody's Investors Service downgraded all of the ratings of The
Ryland Group, Inc., including its corporate family rating to Ba3
from Ba2, its probability of default rating to Ba3 from Ba2, and
its senior notes rating to Ba3 from Ba2.  At the same time,
Moody's affirmed the company's speculative grade liquidity rating
at SGL-3.  The outlook remains negative.

The downgrades reflect that Ryland's relatively easy period of
cash flow production is largely behind the company.  Future cash
flow generation will depend on continuing strong inventory
reduction, which may be difficult to accomplish in an environment
of declining prices, slow sales, and intense competition.  In
addition, Moody's expects that the company will need to revise its
bank credit agreement as tangible net worth and debt leverage
cushions are narrowing rapidly; that the company will continue to
generate quarterly operating losses in 2009, even before
impairments; and that if impairment and other charges continue
apace in 2009, covenant compliance, even if relaxed, will remain a
challenge while further upward pressure on debt leverage will
result.  Moody's notes that the company's fully adjusted debt
leverage, at 55%, is much higher than its typical debt leverage
profile in the low 40's.

Finally, Moody's observes that further disruptions in the mortgage
securities market could result in Ryland's financial services
subsidiary losing access to some or all of its mortgage warehouse
line of credit, stressing the company's liquidity position if it
should choose to continue originating mortgages.

At the same time, the ratings acknowledge that Ryland has been
cash flow positive on a trailing 12 month basis for eight
consecutive quarters; that Moody's projects the company will have
in excess of $400 million in cash at the end of 2009, with no debt
maturities until 2012 and no revolver usage for at least the next
12 months; and that off-balance sheet exposure is modest.

The negative rating outlook reflects the expectation of Moody's
Corporate Finance Group that the crisis in the U.S. financial
system, the severe correction in real estate prices and the large
inventory of unsold homes will ensure that the problems in the
homebuilding industry and in the broader economy will almost
certainly worsen before they get better, thereby putting further
pressure on the company's financial performance.

Going forward, the outlook could stabilize if the company were to
continue to grow its homebuilding cash flow substantially and use
the cash to build additional liquidity and pay down debt; reduce
costs sufficiently to restore homebuilding profitability before
charges; and make it through the coming year without substantial
additional impairment charges, which could enable the company to
stabilize debt leverage and remain in compliance with its
covenants.

The ratings could be lowered again if the company begins
experiencing sharp reductions in its trailing twelve-month cash
flow generation; violates covenants in its bank credit agreement;
continues to increase its debt leverage; is expected to continue
generating quarterly losses before impairments throughout fiscal
2010; or continues taking substantial asset impairment charges.

These rating actions were taken:

  -- Corporate family rating lowered to Ba3 from Ba2;

  -- Probability of default rating lowered to Ba3 from Ba2;

  -- Senior unsecured notes rating lowered to Ba3 (LGD4, 58%) from
     Ba2 (LGD4, 58%);

  -- Speculative grade liquidity assessment affirmed at SGL-3.

Founded in 1967 and headquartered in Calabasas, CA, The Ryland
Group, Inc., is a mid-sized homebuilder with revenues and net
income for the trailing twelve month period ended Sept. 30, 2008
of $2.2 billion and ($539 million), respectively.


SCANWARE INC: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ScanWare, Inc.
       c/o Tyrell B. Vance
       6663 SW Beaverton Hillsdale Hwy.
       Portland, OR 97221

Bankruptcy Case No.: 08-35848

Chapter 11 Petition Date: October 29, 2008

Bankruptcy Court: United States Bankruptcy Court
                 District of Oregon

Bankruptcy Judge: Randall L. Dunn

Debtor's Counsel: J. STEPHEN WERTS, ESQ.
                 1001 SW 5TH AVE #2000
                 PORTLAND, OR 97204
                 Tel: (503) 224-3092
                 E-mail: swerts@cablehuston.com

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

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

A full-text copy of the Debtor's petition and list of largest
unsecured creditors are available at no charge at:

           http://bankrupt.com/misc/orb08-35848.pdf


SCANWARE INC: U.S. Trustee Sets Sec. 341 Meeting on Tuesday
-----------------------------------------------------------
The United States Trustee for Region 18 will hold a meeting of
creditors in the bankruptcy case of ScanWare, Inc., on December 2,
2008, at 1:30 p.m. at UST1, US Trustee's Office, in Portland, Rm
223.

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.

Based in Portland, Oregon, ScanWare, Inc., filed for bankruptcy
protection on October 29, 2008 (Bankr. D. Ore. Case No. 08-35849).
The Hon. Randall L. Dunn presides over the case.  J. STEPHEN
WERTS, ESQ., in Portland, represents the Debtor.  When the Debtor
filed for bankruptcy, the Debtor estimated assets to be between
$500,000 and $1,000,000, and debts to be between $1,000,000 and
$10,000,000.


SENTINEL MANAGEMENT: Amends Committee-Backed Plan of Liquidation
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Sentinel Management Group, Inc.'s bankruptcy case and Frederick J.
Grede, as Chapter 11 trustee, filed with the U.S. Bankruptcy Court
for the Northern District of Illinois their third amended Chapter
11 Plan of Liquidation.

As reported in the Troubled Company Reporter on May 16, 2008, the
Creditors Committee and the Chapter 11 Trustee delivered to the
Court a Disclosure Statement dated May 13, 2008, explaining their
Chapter 11 Plan of Liquidation.

                          Plan Summary

The Plan provides for the liquidation of the Debtor's assets and
the distribution of such assets to Creditors.

On the Effective Date, the Liquidation Trustee shall establish and
maintain a reserve for the payment of the Disputed BONY Reserve in
the amount of $370,000,000 in Cash which shall be held in a
segregated investment account.  The Cash shall be invested 100% in
the Dreyfus Treasury Cash Management fund, unless such other
investment is agreed to in writing by BONY.

            Classification and Treatment of Claims

A) Unclassified Claims

  Holders of Allowed Administrative Claims shall be paid the full
  amount of their Allowed Claim in Cash under the Plan.  Holders
  of Allowed Priority Tax Claims shall be paid in full, without
  postpetition interest or penalty, in Cash.

B) Class 1 - Other Priority Claims

  Each Holder of an Allowed Other Priority Claim shall be paid in
  full in Cash.

C) Class 2 - Secured Claims

  Each Holder of an Allowed Secured Claim shall be (i) paid in
  full the amount of its Allowed Secured Claim, or (ii) receive
  the Collateral securing its Allowed Secured Claim or the
  proceeds of such Collateral in full satisfaction of such
  Allowed Secured Claim.

  With respect to the Disputed BONY Secured Claim, if and to the
  extent that the Holder is determined, by a final, appealable
  trial court judgement, to hold an Allowed Secured Claim not
  subject to subordination, then such Claim shall receive
  distribution in the same manner as those of Other Secured
  Claims above, provided that such distributions plus accrued
  interest shall remain subject to disgorgement and to the extent
  that such BONY Trial Court Judgment is subsequently reversed or
  modified on appeal or subsequent remand.  If and to the extent
  that the Disputed BONY Secured Claim is ultimately determined
  to be an Allowed Secured Claim, not subject to subordination,
  then simple interest on the Allowed amount of the Disputed BONY
  Secured Claim shall accrue (a) at the daily effective federal
  funds rate (as published by the Board of Governors of the
  Federal Reserve System) plus seventy-five (75) basis points for
  the period from the Petition Date through the Effective Date
  and (b) at the daily effective federal funds rate plus 150
  basis points for the period after the Effective Date and until
  such time as the Disputed BONY Secured Claim is paid in full.

D) Class 3 -- Customer Claims
E) Class 4 -- General Unsecured Claims

  Class 3 consists of all Claims arising from Customer deposits
  with Sentinel.  Class 4 consists of all unsecured Claims
  against Sentinel that do not constitute Administrative Claims,
  Priority Tax Claims, Other Priority Claims, or Subordinated
  Claims.

  Holders of Allowed Class 3 Customer Claims and Allowed Class 4
  General Unsecured Claims shall be entitled to a Pro Rata
  distribution of Cash and Cash proceeds of all Property,
  including Customer Property, not allocated for payment of
  Allowed Claims in other Classes, provided that no further
  distributions shall be made to any Citadel-Beneficiary
  Customer, unless and until, all Holders of Allowed Class 3
  Customer Claims that are NonCitadel-Beneficiary Customers shall
  have received a Percentage Recovery on account of such Claims
  equivalent to the Percentage Recovery of such Citadel-
  Beneficiary Customer taking into account all of such Citadel-
  Beneficiary Customer's Class 3 Customer Claims.

F) Class 5 -- Subordinated Claims

Holders of Class 5 Subordinated Claims shall receive no
distributions.

G) Class 6 -- Equity Interests

Holders of Class 6 Equity interests shall receive no
distributions.

Classes 1 and 2 are deemed to have accepted the Plan and are not
entitled to vote.

Classes 3, 4, 5, and 6 are impaired under the Plan.  Classes 3 and
4 are entitled to vote on the Plan; Classes 5 and 6 are deemed to
have rejected the Plan and, thus, not entitled to vote.

            Unexpired Leases and Executory Contracts

Any and all prepetition leases or executory contracts not
previously rejected by the Chapter 11 Trustee, unless specifically
assumed pursuant to orders of the Court or the subject of a
pending motion to assume or assume and assign on the Confirmation
Date, shall be deemed rejected by the Chapter 11 Trustee on the
Confirmation Date.

                      Plan Implementation

On the Effective Date, a Liquidation Trustee shall be appointed
and shall serve as the sole officer and sole director of the post-
Effective Date Debtor until its dissolution.  The Liquidating
Trustee shall be responsible for receiving, liquidating,
administering, and distributing prior to the Transfer Date, the
Remaining Assets and the Non-Estate Claims and after the Transfer
Date, the Trust Assets, in accordance with the Plan and Trust
Agreement.

A Liquidation Trust Committee, which shall consist of three
representatives of the Creditors Committee, shall be formed and
constituted on the Effective Date.  The members of the Liquidation
Trust Committee shall consult with the Liquidation Trustee
regarding all material aspects of the Estate's continued
operations and all material activities of the Liquidation Trustee,
exercising their business judgment but subject to the provisions
of the Plan.

A full-text copy of the Disclosure Statement containing a summary
and analysis of the Plan is available for free at:

           http://ResearchArchives.com/t/s?2bf2

A full-text copy of the Summary Blackline Third Modified Chapter
11 Plan of Liquidation dated Nov. 20, 2008, is available for free
at http://researcharchives.com/t/s?3556

                    About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions.  The company filed a voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor as counsel.  Quinn,
Emanuel Urquhart Oliver & Hedges, LLP, represents the Official
Committee of Unsecured Creditors as counsel.  DLA Piper US LLP is
the Committee's co-counsel.  When the Debtor sought bankruptcy
protection, it listed assets and debts of more than $100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee as counsel.


SIRIUS XM RADIO: S&P Changes Outlook to Neg. & Keeps 'CCC+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Sirius
XM Radio Inc. to negative from developing. The 'CCC+' corporate
credit rating was affirmed.  New York City-based Sirius XM had
total debt outstanding of $3.37 billion as of Sept. 30, 2008.

The issue-level ratings on the debt of Sirius XM Radio and of
Sirius' unrestricted subsidiaries, XM Satellite Radio Holdings
Inc. and XM Satellite Radio Inc., remain on CreditWatch with
developing implications until additional information becomes
available regarding pro forma subsidiary cash flows and collateral
support for debt issued at Sirius and XM.  Upon S&P's examination
of additional information, S&P could raise, affirm, or lower the
issue-level ratings.

"The outlook revision reflects S&P's concern over the company's
ability to refinance significant debt maturities in 2009, amid
persistently weak credit market conditions," said Standard &
Poor's credit analyst Hal Diamond.  "In addition, Standard &
Poor's believes the company may be challenged to meet its 2009
financial targets of $300 million of EBITDA and modestly positive
free cash flow, considering the sharp decline in U.S. auto sales
and potentially weak holiday retail demand, both of which are
likely to slow the company's subscriber growth.  Also, a large
majority of the company's 2009 maturities consist of low-cost debt
that S&P believes will have to be refinanced at significantly
higher rates, which will further impede discretionary cash flow."

The rating on Sirius XM Radio Inc. reflects the company's
substantial debt load, historically large EBITDA losses,
discretionary cash flow deficits, and sizable 2009 debt
maturities.  These factors are minimally tempered by the potential
operating synergies and cost-saving opportunities arising from the
July 2008 acquisition of XM Satellite Radio Holdings Inc., its
only direct competitor.  Standard & Poor's analyzes Sirius XM
Radio Inc. (formerly Sirius Satellite Radio Holdings) and XM
Satellite Radio Holdings on a consolidated basis for purposes of
the corporate credit rating.

Sirius' $5.7 billion stock purchase of XM more than doubled the
company's subscriber base, to 18.9 million as of Sept. 30, 2008.
The combination eliminated the intense competition for subscribers
and overbidding for programming contracts that fueled losses.  S&P
believes the company could achieve significant operating cost
savings, though it may be challenged to meet its near-term
financial targets.  S&P anticipates that the company may
experience slower subscription growth as a result of a significant
weakening of consumer spending, consumer confusion surrounding the
merger of the two companies, the effect on programming options,
and the lack of interoperability of radios.

Sirius' pro forma combined EBITDA loss narrowed to $168 million in
the nine months ended Sept. 30, 2008, versus $341 million a year
ago, due to steady subscriber growth.  However, negative
discretionary cash flow for the 12 months ended Sept. 30, 2008
remained high at over $200 million.  The company expects to be
cash flow positive in 2009, which Standard & Poor's believes may
be difficult to achieve in light of the gradual realization of
cost savings.


SMT RESOURCE: Files for Chapter 11 Protection
---------------------------------------------
Chris Coletta at Triangle Business Journal reports that
SMTResource Group has filed for Chapter 11 protection, listing
assets of $2.6 million and liabilities of $3.7 million.

Triangle Business relates that Bill Janvier, the attorney for SMT
Resource, said that the company filed for bankruptcy due to a
dispute with RBC Bank.

According to Triangle Business, SMT Resource recently leased
60,000 square feet in one of the Flextronics buildings, and Mr.
Janvier said that electronics manufacturers are always looking to
upgrade equipment.

Triangle Business states that SMT Resource agreed earlier this
year to consolidate its two offices in Wake Forest and Texas into
60,000 square feet of space in Youngsville.  The report says that
SMT Resource then sold its two Youngsville buildings, and one of
them was purchased by Brock Holdings and leased space to SMT
Resource.  According to the report, Eaton Corp. wants to move into
the other building.

SMT Resource Group -- http://www.smtresource.com/#-- makes
electronic assembly equipment for the semiconductor industry.  Its
clients include Motorola and Sprint Nextel.  SMT Resource provides
an alternative to buying new equipment by providing value-added
services to the customer, including: equipment reconditioning,
installation, training, warranty, maintenance packages, leasing;
and spare part support.


SOUTHERN CALIFORNIA: Poor Performance Cues Moody's Rating Cuts
--------------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Ba1 the rating
on Southern California University of Health Science's Series 1997
bonds issued through the California Educational Facilities
Authority.  The outlook remains negative.

The downgrade and negative outlook reflect Moody's concern
regarding the University's poor operating performance with
deficits expected to continue for at least the next two fiscal
years, significantly weakened student market position with
declining enrollment and applicants and further declines expected
in the University's financial resource base.

Legal Security: General obligation of University with a security
interest in gross tuition receipts; mortgage on certain real
estate; debt service reserve fund.

Interest Rate Derivatives: None.

                            Strengths

* Cash and reserve levels provides decreasing but currently
  adequate balance sheet cushion, with expendable financial
  resources of $13 million covering outstanding debt and
  operations by 1.09 times 0.82, respectively in FY2007;

* Expected improved stability in University's management team with
  recruitment of new president and senior staff; key changes in
  organizational structure should provide more stream-line
  operations and direction;

* Non-core real estate holdings potentially represent significant
  source of capital;

* No additional borrowing plans.

                           Challenges

* Challenging market position with limited program scope as the
  University offers programs in chiropractic medicine and
  acupuncture and oriental medicine; market position continues to
  weaken as represented by significant enrollment declines and
  declines in total net tuition revenue over 4% in FY2007;

* Operating performance has been very weak, with two years of
  double-digit operating deficits and negative cash flow.  High
  reliance on student charges (76% of revenue base) highlights the
  University's necessity for careful enrollment management;

* Declining resource levels to $13 million in fiscal 2007,
  although resources would have fallen further if not for sales of
  non-core real estate that generated additional liquidity.

                Recent Developments and Results

Moody's downgrade and negative outlook reflects the University's
poor operating performance in the last several years with deficits
expected for at least the next two fiscal years.  Following a weak
fiscal 2006 operating performance, the University recorded another
double-digit operating deficit of approximately $2 million or 15%
based on Moody's calculation.  This deficit was greater than
originally anticipated; however, more concerning is the
University's expectation to break-even on operations in FY2011.

Including the gain of $2.5 million from the sale of certain real
estate, the University is expecting another operating deficit of
$1.8 million in the current fiscal year, which would have been in
excess of 30% without the real estate sale.  In addition,
management has projected operating deficits of $1.3 million for
fiscal 2009 and $640,000 in fiscal 2010.  These deficit
calculations also include real estate sales of $2.5 million and
$1.5 million, respectively.  Should the University meet their
current operating projections, management expects a return to
positive operating margins in fiscal 2011.

Moody's believes the University will continue to face significant
budgeting challenges as market demand has been volatile and
enrollment sharply declined in fall 2007.  New enrollment of
chiropractic students, the University's primary program, has
declined from a high of 169 in 2002, to 92 for fall 2007.

Likewise, the University's other key program (acupuncture and
oriental medicine), has seen new enrollments range from 95 to 52
over the same time period.  In fall 2007, the University
experienced approximately a 10% decline in total headcount
enrollment from 629 to 568, coupled with a 3% decline in net
tuition per student.  Favorably, management notes flat headcount
enrollment for fall 2008 and continued efforts to strengthen its
admissions office, providing sufficient staffing to respond
quickly to inquiries and effectively market the University's
programs.

Although financial resources have been declining over the past
several years, the University still maintains an adequate balance
sheet and liquidity profile largely due to an ongoing series of
real estate sales.  Expendable financial resources cover debt by
1.09 times in FY2007, with over $19 million in total cash and
investments.  In addition, the University holds real estate that
may carry significant value and potential for sale, including 18
acres of farmland that is surrounded by residential properties in
an attractive area of California.  In the current market and real
estate environment, it is unclear what the ultimate value and
liquidity of these properties may be.  As noted in the operating
projections, the University plans to continue selling certain real
estate assets over the next three years, however, at this time,
the University has made a decision to not sell the farmland and to
maintain this property for future expansion of the school.  Due to
investment volatility and weak operating performance, Moody's
expects to see declines in resources for fiscal 2008 with likely
further declines in the current fiscal year, especially if
additional real estate sales are not achieved.

                            Outlook

The negative outlook is driven by Moody's belief that the
University may face challenges returning to break-even operating
performance given recent difficulty growing net tuition revenue
and sustaining enrollment levels.  Failure to dramatically improve
operating performance or to sustain liquidity would likely lead to
additional rating pressure.

               What Could Change The Ratings Up

Dramatic turnaround in financial performance and sustained return
to at least break-even operating margin; demonstrated stability of
enrollment trends and growth in net tuition revenue.

               What Could Change the Ratings Down

Continued pressures on enrollment; weak operating performance;
significant declines in financial resources leading to limited
balance sheet cushion.

Key Data and Ratios (Fiscal year 2007 financial data; fall 2007
enrollment data):

  -- Total Enrollment: 568 headcount
  -- Total Direct Debt: $12.1 million
  -- Expendable Resources to Debt: 1.09x
  -- Expendable Resources to Operations: 0.82x
  -- Three-Year Average Operating Margin: -13.2%
  -- Operating Cash Flow Margin: -1.2%


SOUTHWEST CHARTER: Creditor Wants to Depose Firm's President
------------------------------------------------------------
Pursuant to Bankruptcy Rule 2004, the U.S. Bankruptcy Court for
the District of Arizona has ordered Mark Pike, the president of
Southwest Charter Lines, Inc., upon motion of Center Capital
Corp., a creditor and party-in-interest in the Debtor's bankruptcy
case, to:

(i) appear for an examination under oath at the offices of
    Hymson, Goldstein & Pantiliat at 14646 N. Kierland Blvd.,
    Suite 255, Scottsdale, Arizona, at a date and time agreed to
    by the parties, or, if no such agreement is reached, then
    upon seven (7) days written notice, and

(ii) to produce at that time all documents relevant to the
    whereabouts of Center Capital's collateral.

Center Capital told the Court that the Debtor has not responded to
its inquiries on the whereabouts of its collateral so that it can
recover said collateral in accordance with the Aug. 6, 2008 order
modifying the automatic stay in its favor.

Headquartered in Gilbert, Arizona, Southwest Charter Lines Inc.
-- http://www.swcl.com/-- operates, rents, and leases buses,
trucks, trailers, and modular buildings.  The company filed for
Chapter 11 bankruptcy protection on May 29, 2008 (D. Ariz. Case
No. 08-06252).  Donald W. Powell, Esq. at Carmichael & Powell PC,
represents the Debtor as bankruptcy counsel.  When the Debtor
filed for Chapter 11 restructuring, it listed total assets of
$12,907,933 and total debts of $12,352,275.


SPORTSMAN'S OUTFITTER: Competition & Sales Drop Caused Bankruptcy
-----------------------------------------------------------------
Kansas City Business Journal reports that Sportsman's Outfitter &
Marine, Inc., President Joe Falco Jr. said that his company went
bankrupt due to competition, decline in sales, and the economy.

According to Kansas City Business, Mr. Falco said that Sportsman's
Outfitter had 40% decline in boat sales nationally through
September 2008, compared with last year.  Sportsman's Outfitter's
revenue was flat in 2007, compared with 2006, and was about 29%
lower in 2008, compared to last year, the report states, citing
Mr. Falco.

Court documents say that Sportsman's Outfitter filed for Chapter
11 protection in the U.S. Bankruptcy Court for the Western
District of Missouri on Nov. 4.  Sportsman's Outfitter listed
assets of up to $50,000 and debts of $1 million to
$10 million, according to the documents.  Citing Sportsman's
Outfitter operations manager Carl Johnson, Kansas City Business
relates that the company's two biggest creditors are a bank that
finances its boats and another bank that finances its property.

Mr. Falco said that Sportsman's Outfitters employs about 12 people
and won't be firing them, Kansas City Business states.  Mr. Falco
added that Sportsman's Outfitter owns the store's equipment and
inventory.  The report says that Mr. Falco's other company,
Silverthorn Industries LLC, owns the store's real estate.

Kansas City Business quoted Mr. Johnson as saying, "The reason we
decided to file Chapter 11 is because we have equity in our
property, but we just can't get at it.  With the credit markets
the way they are right now, nobody will loan us any money.  We
tried to refinance, but that didn't work."

Sportsman's Outfitters will consider purchasing or renting a
property in Lee's Summit, Kansas City Business states, citing Mr.
Falco, who hopes that the company will emerge from bankruptcy in
six to 12 months.  According to the report, Mr. Falco said that it
could happen sooner if Sportsman' Outfitters gets out "from under
our property."

Lee's Summit, Missouri-based Sportsman's Outfitter & Marine, Inc.
-- http://www.sportsmansoutfitter.com/-- is a local, family owned
dealer of new and pre-owned boats in Kansas City.  It shares its
showroom space with its sister company, Kansas City Marine.  The
company filed for Chapter 11 protection on Nov. 4, 2008 (Bankr.
W.D. Mo. Case No. 08-44650).


STARCO REALTY: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Starco Realty Trust
       171 Middle Street
       Portsmouth, NH 03801

Bankruptcy Case No.: 08-13123

Chapter 11 Petition Date: October 29, 2008

Bankruptcy Court: United States Bankruptcy Court
                 District of New Hampshire

Bankruptcy Judge: Mark W. Vaughn

Debtor's Counsel: William S. Gannon, Esq.
                 William S. Gannon PLLC
                 889 Elm Street, 4th Floor
                 Manchester, NH 03101
                 Tel: (603) 621-0833
                 Fax: (603) 621-0830
                 E-mail: bgannon@gannonlawfirm.com

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

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

A full-text copy of the Debtor's petition and seven largest
unsecured creditors are available at no charge at:

           http://bankrupt.com/misc/nhb08-13123.pdf


STARCO REALTY: February 26, 2009 Claims Bar Date Set
----------------------------------------------------
Parties-in-interest in the bankruptcy case of Starco Realty Trust
may file proofs of claim against the chapter 11 estate by
February 26, 2009, according to a notice filed with the United
States Bankruptcy Court for the District of New Hampshire.
Governmental entities have until April 27, 2009, to file proofs of
claim.

The United States Trustee for Region 1 scheduled a November 26,
2008 meeting of creditors under Section 341(a) of the Bankruptcy
Code in the case.  Sec. 341 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.

Based in Portsmouth, New Hampshire, Starco Realty Trust filed for
bankruptcy protection on October 29, 2008 (Bankr. D. N.H. Case No.
08-13123).  The Hon. Mark W. Vaughn presides over the case.
William S. Gannon, Esq., in Manchester, New Hampshire, represents
the Debtor.  When the Debtor filed for bankruptcy, the Debtor
estimated both assets and debts to be between $1,000,000 and
$10,000,000.


STATION CASINOS: Exchange Offer Cues Moody's Rating Cut to Ca
-------------------------------------------------------------
Moody's Investors Service downgraded Station Casinos, Inc.'s
Probability of Default rating to Ca from Caa2 following its
announcement that it is commencing a private debt exchange offer.
Moody's placed Station's Corporate Family, and all other ratings
on review -- direction uncertain.

The downgrade of the PD rating reflects Station's announcement
that it is offering new 10% senior secured term loans and new 10%
junior secured term loans for specific existing Station senior
unsecured and senior subordinated notes (the Exchange
Transaction).  If successful, the Exchange Transaction will result
in a swap of junior debt (at a discount) for new secured term
loans.  Existing note holders that elect to participate in the
Exchange Transaction will accept principal reductions of between
46 to 83%, depending upon the date tendered and the class of
notes.

The ratings are on review -- direction uncertain reflecting the
possibility that ratings could either go up or go down depending
upon whether or not the Exchange Transaction is consummated.
Moody's notes the exchange offer is conditioned on 60% of the
existing notes being tendered.

The Exchange Transaction, depending upon the degree of
participation, could result in a net reduction in debt and a lower
total interest burden that could result in a higher CFR and
ultimately higher post-exchange PDR ratings.  However, if the
Exchange Transaction does not occur, there is a high probability
the company will breach its debt/EBITDA covenant by year-end and
jeopardize Station's ability to fund projected cash flow deficits.
If the company were unable to negotiate covenant relief or if
liquidity otherwise becomes further strained, ratings could be
downgraded.  Ratings on individual debt instruments could move
either up or down, based both on the ultimate CFR and PDR ratings,
as well as on post-exchange capital structure -- which is
dependent upon the types and amounts of various debt securities
which are ultimately exchanged, if any.

Moody's views the exchange as a distressed exchange, and Moody's
reflect the likelihood of this event occurring through the
assignment of the Ca Probability of Default rating.  Moody's will
classify this distressed exchange as a limited default based upon
the capital structure in effect upon closing of the Exchange
Transaction.

Ratings downgraded

  -- Probability of default to Ca from Caa2
  -- Ratings placed on review -- direction uncertain
  -- Corporate Family rating at Caa2
  -- $250 million six year bank term loan at B1
  -- $650 million six year revolving credit facility at B1
  -- Senior unsecured notes at Caa2
  -- Senior subordinated notes at Caa3

Moody's last rating action on Station was the downgrade of its PDR
and CFR to Caa2 from B3 on Oct. 15, 2008.

Station Casinos, Inc., wholly owns and operates 13 gaming and
entertainment facilities all located in Las Vegas, Nevada.  The
company also holds 50% joint venture interests in five casinos and
manages several Native American gaming facilities.


STATION CASINOS: Exchange Offer Cues S&P's CC Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Station Casinos Inc. to 'CC' from 'CCC'.
At the same time, S&P lowered the issue-level ratings on the
company's senior unsecured and senior subordinated notes (five
issues in total) to 'C'.  In conjunction with the downgrades, the
corporate credit rating and ratings on the senior unsecured notes
and senior subordinated notes were placed on CreditWatch with
negative implications.  Standard & Poor's also placed its 'B-'
issue-level ratings for Station's senior secured credit facilities
on CreditWatch with developing implications.

These actions follow the company's announcement that it is
offering to exchange two new 10% secured term loans, one senior
and one junior, for up to 90% of the outstanding principal amount
of Station's senior unsecured and senior subordinated notes.  In
each case, an exchange for the new term loans would represent a
substantial discount to the par amount of the outstanding issue.
As a result, S&P view the exchange as being tantamount to default
given the distressed financial condition of the company and S&P's
concerns around Station's ability to service its current capital
structure absent this exchange offer (reflected in S&P's previous
'CCC' corporate credit rating on the company).

As part of the transaction, the company would also borrow between
$450 million and $500 million from existing owners of the company
or others with indirect economic interest (the "sponsor loan") and
apply proceeds toward repayment of the credit facilities.  The
priority of the sponsor loan in the capital structure is
contingent upon the aggregate principal amount of notes offered
for exchange.  If 82.5% or greater of the outstanding principal is
tendered, the sponsor loan will rank junior to all outstanding
debt of the company.  If less than 82.5% of the amount of
principal outstanding is tendered, the sponsor loan will rank
directly behind the first-lien bank facility.  Interest on the
sponsor loan will be paid in kind in each case.  The exchange is
conditioned upon at least 60% of the amount of principal
outstanding being tendered, among other conditions.

Upon consummation of the transaction, S&P would lower S&P's
ratings on the senior unsecured and senior subordinated notes
exchanged to 'D', and the corporate credit rating to 'SD' (for
selective default).  As soon as possible thereafter, S&P will
reassess Station's capital structure and assign new ratings
(including new ratings on the existing notes) based on the amount
of notes successfully tendered.

"It is S&P's preliminary expectation that, in the event the
exchange succeeds, the corporate credit rating would be 'B-'
following the consummation of the exchange transactions," noted
Standard & Poor's credit analyst Ben Bubeck.  "S&P recognize that
the post-exchange capital structure would substantially reduce
Station's outstanding debt balances and cash interest obligations.
However, Station's ability to successfully service its debt
obligations over the intermediate term would still rely on a
substantial moderation of revenue and EBITDA declines recently
observed in the gaming sector and, more specifically, in the Las
Vegas locals market."

S&P is also focusing on the mid-2010 expiration of the management
contract with the United Auburn Indian Community, which
contributes a substantial portion of EBITDA, as S&P reach this
preliminary expectation.  While Station has a pipeline of
potential additional Native American management contracts that
could replace this source of cash flow, the timing and ability to
raise funds to complete these projects is unclear.  The 'B-'
rating does, however, acknowledge that the post-exchange capital
structure would allow the company greater capacity to weather the
current downturn over at least the next several quarters.

Based on the expected 'B-' corporate credit rating post-exchange,
the issue rating on the company's first-lien senior secured credit
facility would be raised to 'B+' (two notches above the expected
'B-' corporate credit rating) following the completion of the
exchange.  This rating was placed on CreditWatch with developing
implications, however, pending the completion of the exchange
offer; the potential rating downside reflects the likelihood that
Station will violate its financial covenants in the current
quarter absent completion of the proposed exchange.  As part of
the exchange transaction, the terms of the credit facility will
also be eased meaningfully, and proceeds from the sponsor loan
will be used to repay the term loan and a substantial portion of
outstanding balances under the revolving credit facility.

Due to the high variability of the post-exchange capital
structure, S&P is not yet assigning ratings to the proposed new
term loans.  However, S&P's preliminary analysis indicates that,
in the event that 82.5% or more of the amount of principal
outstanding is tendered, each of the new term loans would be rated
'B+'.  In the event that less than 82.5% of the amount of
principal outstanding is tendered, the senior term loan would
likely be rated 'B-' and the junior term loan would likely be
rated 'CCC'.  These ratings, however, are based only on a
preliminary analysis of the potential outcomes of the exchange
offer.


STH 6,8: El Paseo & El Rancho Voluntary Chapter 11 Case Summaries
-----------------------------------------------------------------
Debtor-affiliates filing separate chapter 11 petitions:

      Entity                      Case Number       Filing Date
      ------                      -----------       -----------
   El Paseo Partners, L.P.          08-15368          10/30/08
   El Rancho Partners, L.P.         08-15370          10/30/08
   Elite Cross Creek, Inc.          08-14336          10/16/08
   Red Valley Investments, LLC      08-13724          10/07/08
   STH 6, 8, 10, 11, 13, Inc.       08-10479          08/13/08

Business Address:  16009 North 81st Street, Suite 200
                    Scottsdale, AZ 85260

Bankrutpcy Judge: Hon. Redfield T. Baum Sr.

Bankruptcy Court: United States Bankruptcy Court
                  District of Arizona (Phoenix)

Counsel to El Paseo Partners, L.P., El Rancho Partners, Elite
Cross and Red Valley when they filed for bankruptcy:

                  Paul Sala, Esq.
                  Allen, Sala & Bayne, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  E-mail: psala@asbazlaw.com

Counsel to STH 6, 8, 10, 11, 13, Inc. when it filed for
bankruptcy:

                  JARED G. PARKER, ESQ.
                  DECONCINI MCDONALD YETWIN & LACY, P.C.
                  7310 N 16TH ST STE. 330
                  PHOENIX, AZ 85020
                  Tel: (602) 282-0500
                  Fax: (602) 282-0520
                  E-mail: jparker@dmylphx.com

                  -- and --

                  SHELTON L. FREEMAN, ESQ.
                  DECONCINI MCDONALD YETWIN & LACY PC
                  7310 NORTH 16th STREET #330
                  PHOENIX, AZ 85020
                  Tel: (602) 282-0500
                  Fax: (602) 282-0520
                  E-mail: tfreeman@dmylphx.com

Debtors' financial status as of the petition date:

                                  Estimated         Estimated
      Entity                        Assets            Debts
      ------                      ---------         ---------
   El Paseo Partners, L.P.      $1MM to $10MM     $1MM to $10MM
   El Rancho Partners, L.P.     $1MM to $10MM     $1MM to $10MM
   Elite Cross Creek, Inc.      $10MM to $50MM    $10MM to $50MM
   Red Valley Investments, LLC  $1MM to $10MM     $1MM to $10MM
   STH 6, 8, 10, 11, 13, Inc.   $10MM to $50MM    $10MM to $50MM

A list of El Paseo's 10 largest unsecured creditors is available
at no charge at:

               http://bankrupt.com/misc/azb08-15368.pdf

A list of El Rancho's 10 largest unsecured creditors is available
at no charge at:

               http://bankrupt.com/misc/azb08-15370.pdf


STH 6,8: 341 Meeting of El Paseo, El Rancho Creditors on Tuesday
----------------------------------------------------------------
The United States Trustee for the District of Arizona will convene
a meeting of creditors in the bankruptcy cases of El Paseo
Partners, L.P., and El Rancho Partners, L.P., on Dec. 2, 2008, at
11:30 a.m. at the US Trustee Meeting Room, 230 N. First Avenue,
Suite 102, in Phoenix.

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.

Scottsdale, Arizona, STH 6, 8, 10, 11, 13, Inc. and its affiliates
filed separate chapter 11 petitions on various dates (Lead Case
No. 08-10479).  The cases are jointly administered before Chief
Judge Redfield T. Baum, Sr.  The El Paseo Partners, L.P., El
Rancho Partners, Elite Cross and Red Valley Debtors were
represented by Allen, Sala & Bayne, PLC, when they filed for
bankruptcy.  STH 6, 8, 10, 11, 13, Inc., is represented by
DECONCINI MCDONALD YETWIN & LACY, P.C.  The United States Trustee
has indicated that it has been unable to appoint an Official
Committee of Unsecured Creditors in the bankruptcy cases.  STH 6,
8, 10, 11, 13, Inc., and Elite Cross Creek estimated both their
assets and debts to be between $10,000,000 and $50,000,000 at the
time of filing.  The three other debtors estimated both their
assets and debts to be between $1,000,000 and $10,000,000 at the
time of filing.


STRECKRICH PETRO: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Streckrich Petro Corporation
       229 East Wisconsin Avenue, Suite 900
       Milwaukee, WI 53202

Bankruptcy Case No.: 08-31860

Chapter 11 Petition Date: October 29, 2008

Bankruptcy Court: United States Bankruptcy Court
                 Eastern District of Wisconsin

Bankruptcy Judge: Margaret Dee McGarity

Debtor's Counsel: Patrick B. Howell, Esq.
                 555 East Wells St., Suite 1900
                 Milwaukee, WI 53202
                 Tel: (414) 273-2100
                 Fax: (414) 223-5000
                 Email: phowell@whdlaw.com

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

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

A list of the Debtor's eight largest unsecured creditors are
available at no charge at:

           http://bankrupt.com/misc/wieb08-31860.pdf


SUPERIOR OFFSHORE: Equity Panel Wants Exclusivity Terminated
------------------------------------------------------------
Bankruptcy Law360 reports that the Official Committee of Equity
Security Holders in the bankruptcy case of Superior Offshore
International Inc. has asked the U.S. Bankruptcy Court to
terminate the Debtor's exclusivity so the panel can submit a
competing plan of liquidation.  The Equity Committee filed an
expedited motion on Tuesday, according to the report.

As reported by the Troubled Company Reporter, Superior Offshore
and its unsecured creditors committee co-proposed a Chapter 11
liquidation plan on Nov. 20, 2008.  According to the report, the
plan provides the terms for the distribution of remaining claims
that are outstanding against the company.

The Debtor has been divesting off certain assets.  As reported by
the Troubled Company Reporter on July 22, 2008, the Hon. Wesley W.
Steen of the United States Bankruptcy Court for the Southern
District of Texas authorized the Debtor to sell Gulf Diver III and
Gulf Diver VI, Superior Endeavor, and certain personal property in
the aggregate of $67,150,000 to Infinity Investment Funds LLC,
free of liens and interests including all ad valorem tax, maritime
and carriage liens.

The Debtor had said they would set aside $7,302,784 from the
purchase price for certain disputed liens.  Andre Blaauw, a tort
maritime lien creditor, asserted on June 18, 2008, a $5,927,676
claim in the Debtor's Superior Endeavor.  Mr. Blaauw argued that
he is entitled to the same adequate protection of its lien as the
maritime contract lien creditors -- including Goodcrane
Corporation, L&L Oil, Cannata's Supermarket, Inc., Wilhelmsen
Ships Service and William Jacob Management -- that the Debtor
proposed to provide adequate protection by segregating up to
$2,000,000 from the sale proceeds to cover their liens.

The TCR reported on June 16, 2008, that the Court approved the
sale of the Debtor's SAT3 System to Cal Dive International Inc.
for $12,000,000.

                     About Superior Offshore

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles and saturation diving systems for deepwater and harsh
environment operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).
The Debtors listed total assets of $67,587,927 and total
liabilities of $54,359,884 in its schedules.  David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represent the Debtor.  The U.S. Trustee for Region 7 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  Douglas S. Draper, Esq., at Heller Draper Hayden
Patrick & Horn LLC, represents the Committee in this case.

As reported in the Troubled Company Reporter on June 23, 2008, the
Debtor's summary of schedules showed total assets of $67,587,927
and total debts of $54,359,884.


SYNTAX-BRILLIAN: Panel Seeks $300MM Damages Over Duty Violation
---------------------------------------------------------------
Creditors Committee of Syntax-Brillian Corp. have filed a
complaint in the United States Bankruptcy Court for the District
of Delaware seeking as much as $300 million in damages over
violation of duties of the company's directors to shareholders,
according to Dawn McCarty of Bloomberg News.

According to Bloomberg, the directors are James Li, Thomas Chow
and Michael Chan.  The directors managed the company for the
benefit of its principal supplier Taiwan Kolin Co. Ltd. and
others, the report says.

The Committee asserted that the directors ignored flags that made
clear that controls at the company were inadequate and they are
not acting in accordance with their duties of loyalty, Bloomberg
relates.

The Court appointed on Sept. 3, 2008, James Feltman as examiner to
problem allegations that company lost more than $500 million,
Bloomberg notes.

                      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.


TEAM HEALTH: S&P Changes Outlook to Stable & Retains 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Team Health Inc. to stable from negative and affirmed
its ratings, including the 'B+' corporate credit rating, on the
company and its subsidiaries.

"The outlook revision reflects improved cash generation and solid
liquidity position," said Standard & Poor's credit analyst Rivka
Gertzulin.

"The low speculative-grade rating on Knoxville, Tennessee-based
Team Health Inc., which operates in the fragmented physician
staffing industry, predominantly reflects the company's highly
leveraged financial risk profile, relatively thin operating
margins, and narrow operating focus," Ms. Gertzulin added.  "Team
Health is exposed to potential reimbursement and earnings
pressures, including fluctuations in professional liability costs,
patient volumes, and bad debt from self-insured patients."

While Team Health is a leading nationwide provider of outsourced
emergency room physician staffing, it operates in a highly
fragmented industry where it holds less than 10% market share and
where government reimbursement rates for its services has
historically been uncertain.  Team Health receives approximately
24% of its net revenue from Medicare.  Although the remainder of
its revenue is from commercial payors, managed care companies, and
hospital subsidies, tight government reimbursement has contributed
to thin operating margins.  Moreover, the continuation of
favorable commercial payor trends remains uncertain,
notwithstanding Team Health's ability to request a hospital
subsidy when reimbursement is reduced.

Team Health concentrates on large, high-volume hospital clients;
however, switching costs are low and clients can easily move
contracts to another provider.  The company has increased its
average fee-for-service revenue per visit during the past several
years; however, the growth rate has slowed considerably since
2005, partly because of the persistent increase in bad debt and
lower patient volume increases.  The company's same-contract
revenue increased 4.8% year to date down from 9% in 2005.  Team
Health has very high levels of bad debt, characteristic of
companies that serve emergency room patients.

The stable outlook predominantly reflects Standard & Poor's
expectation that Team Health will maintain its financial risk
profile that liquidity will remain solid.  S&P could revise the
outlook to negative if operating margins decline more than 300
basis points, possibly because labor costs or professional
liability costs rise more than expected, causing debt leverage to
increase more than 5x or if liquidity is substantially reduced
because of a sponsor dividend.  A positive outlook is unlikely in
the near term, given S&P's concern that it may not be in the
sponsor's best interest to reduce debt and substantially improve
Team Health's financial risk profile.


TEKOIL & GAS: Wants Plan Filing Period Extended to February 12
--------------------------------------------------------------
Tekoil & Gas Corp. and Tekoil and Gas Gulf Coast, LLC, ask the
U.S. Bankruptcy Court for the Southern District of Texas to extend
by another 45 days their exclusive period to:

a) file a plan through and including Feb. 12, 2009 ; and

b) solicit acceptances of the plan to April 13,2009.

The Debtors' exclusive period to file and solicit acceptances of a
a plan expires on Dec. 29, 2008, and Feb. 25, 2009, respectively.

The Debtors tell the Court that they anticipate filing a
consensual joint plan of reorganization.  They relate that Gulf
Coast's business was significantly impacted by Hurricane Ike, and
since September, Gulf Coast's has been primarily focused on
assessing damage, preserving assets and restoring operations, and
as a result, considerable work remains to be done before they will
be ready to formulate a plan of reorganizaiton.

The Debtors add that the the requested extension is warranted and
appropriate under circumstances and would benefit the Debtor's
estate and creditors.

                       About Tekoil & Gas

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- say they are into acquiring,
stimulating, rehabilitating and improving the assets of small to
medium sized oil and gas properties in North America.  Tekoil &
Gas owns interests in four oil and gas properties, including the
Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar
fields located in Galveston Bay, Texas.  The company was
incorporated in Florida in 2004.

Tekoil & Gas Corporation filed for Chapter 11 protection on
June 10, 2008 (Bankr. S.D. Tex. Case No. 08-80270).  Edward L.
Rothberg, Esq., at Weycer Kaplan Pulaski & Zuber, Nancy Lee
Ribaudo, Esq., and Patrick J. Neligan, Jr., Esq., at Neligan Foley
LLP, represent the Debtors as counsel.  David Ronald Jones, Esq.,
John F. Higgins, Esq., and Joshua Nielson Eppich, at Porter &
Hedges, LLP, represent the Official Committee of Unsecured
Creditors of Tekoil & Gas Corp. as counsel.  When Tekoil & Gas
Corp. filed for protection from its creditors, it listed assets of
$10 million to $50 million, and liabilities of $10 million to
$50 million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.  Tekoil and Gas filed
a separate petition for Chapter 11 relief on Aug. 29, 2008 (S.D.
Tex. Case No. 08-80405).  Nancy Lee Ribaudo, Esq., and atrick J.
Neligan, Jr. at Neligan Foley LLP, represent Tekoil and Gas Gulf
Coast as counsel.

On Oct. 1, 2008, the Court ordered the joint administration of the
Debtors' bankruptcy cases.


THREE S DELAWARE: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Three S Delaware, Inc.
       dba 3S
       fdba Steele Software Systems Corp.
       5700 Executive Drive
       Catonsville, MD 21228

Bankruptcy Case No.: 08-13068

Chapter 11 Petition Date: November 26, 2008

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Ronald J. Drescher, Esq.
                 ecf@drescherlaw.com
                 Drescher & Associates, PA
                 4 Reservoir Circle, Suite 107
                 Baltimore, MD 21208
                 Tel: (410) 484-9000
                 Fax: (410) 484-8120

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

  Entity                      Nature of Claim   Claim Amount
  ------                      ---------------   ------------
Scott R. Steel                 loan              $7,200,000
5700 Executive Drive
Baltimore, MD 21228
Tel: (410) 713-2300

SteeleSoft Inc.                loan              $2,500,000
5700 Executive Drive
Baltimore, MD 21228
Tel: (410) 713-2300

Whiteford Taylor & Preston     legal service     $800,000
Attn: Edward Buxbaum
Seven St. Paul Street
Baltimore, MD 21201
Tel: (410) 547-87000

William Salladin               legal service     $142,855

Calvin Hubbard                 debenture         $114,284

Elizabeth Ayres                debenture         $28,571

Richard Andrews                debenture         $57,142

Mary Salladin                  debenture         $28,571

Bernie Stansbury               debenture         $28,571

Nicholas Cortezi               debenture         $28,571

Jack Lassen                    debenture         $28,571

Martha Dickinson               debenture         $28,571

Lora Salladin                  debenture         $28,571

Sclachman, Belsky & Weiner     debenture         $50,000

The petition was signed by president Scott R. Steel.


TOTAL SAFETY: Moody's Maintains 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family and
Probability of Default ratings of Total Safety U.S., Inc., the Ba3
rating on the first lien credit facility and the Caa1 rating on
the second lien credit facility.  The stable outlook reflects a
mostly stable demand environment for industrial safety solutions
and Moody's expectations that operating results, liquidity, and
key credit metrics will remain appropriate for the B2 credit
rating over the intermediate term.

Total Safety's ratings are constrained by its relatively small
revenue base of about $175 million which, while large in
comparison to competitors in its niche market, is considerably
smaller than its customers in the oil and gas industry.  The
ratings are further limited by macroeconomic pressures and the
potential impact of volatility in oil and natural gas prices on
consumer demand.  Nonetheless, the ratings benefit from a
favorable regulatory environment for safety-related services, the
shift towards outsourcing these mostly non-discretionary items,
Total Safety's adequate liquidity profile, and operating results
over the past two years that have mostly met or exceeded Moody's
expectations.

Moody's affirmed these ratings and assessments:

  -- $15 million senior secured first lien revolving credit
     facility due 2011, Ba3 (LGD2, 29%);

  -- $74 million senior secured first lien term loan B due 2012,
     Ba3 (LGD2, 29%);

  -- $10 million senior secured first lien term loan C due 2012,
     Ba3 (LGD2, 29%);

  -- $40 million senior secured second lien term loan due 2013,
     Caa1 (LGD5, 80%) from Caa1 (LGD5, 81%).

The prior rating action occurred on Nov. 13, 2006 when Moody's
assigned the initial Corporate Family Rating of B2.

Headquartered in Houston, Texas, Total Safety is the world's
leading global provider of integrated safety strategies and the
products necessary to support them—offering solutions such as
turnaround safety support, respiratory services, rescue services,
safety training, fire services and engineered system design both
in upstream and downstream markets.  Total Safety operates in over
60 locations worldwide in 11 countries to ensure the safe
wellbeing of workers worldwide.  Total Safety is privately held
and reported revenues of $174 million in the twelve months ended
Sept. 30, 2008.


TRANSMERIDIAN EXPLORATION: No Date Yet on Shareholders' Meeting
---------------------------------------------------------------
Transmeridian Exploration Inc. filed with the Securities and
Exchange Commission early this month a revised preliminary proxy
statement on Form PRER14A.

The preliminary statement relates to the planned annual meeting of
the company's shareholders.  The date of the meeting has yet to be
determined.

The proposed agenda of the meeting are:

   (1) To elect eight directors of Transmeridian, four of which
       will be elected by the holders of the company's Common
       Stock, par value $0.0006 per share, and four of which
       will be elected by the holders of the 20% Junior
       Redeemable Convertible Preferred Stock, par value
       $0.0006 per share.

   (2) To approve the proposed issuance of Common Stock, the
       15% Redeemable Convertible Preferred Stock, Series B-1
       and B-2, par value $0.0006 per share, of the company, and
       warrants to purchase Common Stock pursuant to the
       Investment Agreement, dated as of June 11, 2008, as
       amended and restated as of September 22, 2008, by and
       between Transmeridian and United Energy Group Limited, an
       exempted company with limited liability existing under the
       laws of Bermuda, which may result in a potential change
       of control of the company.

   (3) To approve the sale of a number of shares of Common Stock
      in excess of 20% of the company's currently issued and
      outstanding shares of Common Stock at a price below the
      greater of book value or market price as a result of the
      company's issuing Common Stock, the New Preferred Stock and
      warrants convertible into or exercisable for shares of
      Common Stock to UEGL.

   (4) To amend and restate the Transmeridian Amended and
       Restated Certificate of Incorporation pursuant to the
       Investment Agreement.

   (5) To amend the Certificate of Designations of the company's
       15% Senior Redeemable Convertible Preferred Stock, $0.0006
       par value per share pursuant to the Investment Agreement.

   (6) To amend the Certificate of Designations of the Junior
       Preferred Stock pursuant to the Investment Agreement.

   (7) To ratify the appointment of UHY LLP as the company's
       independent auditors for the fiscal year ending
       December 31, 2008.

   (8) To amend the company's Certificate of Incorporation so as
       to increase the number of shares of Common Stock
       authorized for issuance from 200 million to 500 million,
       in the event the transactions contemplated by the
       Investment Agreement are not consummated.

   (9) To approve a proposal to adjourn the meeting, if necessary,
       to solicit additional proxies.

Proposals Two, Three, Four, Five and Six are interrelated, the
regulatory filing explained.  Approval of each of the proposals,
according to the SEC filing, is a condition to the closing of the
transactions contemplated by the Investment Agreement, and none of
Proposals Two, Three, Four, Five and Six will be implemented
unless all of the proposals are approved by the company's common
stockholders.

The close of business on Oct. 24, 2008, has been fixed as the
record date for determining stockholders entitled to notice of,
and to vote, either in person or by proxy, at, the Annual Meeting
or any adjournments or postponement thereof.  For at least 10 days
prior to the meeting, a complete list of stockholders entitled to
vote at the meeting will be open to any stockholder's examination
during ordinary business hours at the company's offices at 5847
San Felipe, Suite 4300, in Houston, Texas.

                  About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/-- is an independent energy company
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company's primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan covered by License 1557 and the related exploration and
production contracts with the government of Kazakhstan.
Transmeridian Exploration's consolidated balance sheet at
March 31, 2008, showed $402.2 million in total assets,
$341.2 million in total liabilities, and $92.5 million in
redeemable convertible preferred stock, resulting in a
$31.5 million total stockholders' deficit.

                       Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian's
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's negative working capital, stockholders' deficit, and
operating losses since its inception.


VALUE FAMILY: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Value Family Propeties, Pine Lake, LLC
        VFP - Pine Lake, LLC
        6266 Dorsett Shoals
        Douglasville, GA 30135

Bankruptcy Case No.: 08-84252

Chapter 11 Petition Date: November 26, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Theodore N. Stapleton, Esq.
                  tstaple@tstaple.com
                  Theodore N. Stapleton, P.C.
                  Suite 1740, Two Paces West
                  2727 Pace Ferry Road
                  Atlanta, GA 30339
                  Tel: (770) 436-3334
                  Fax: (770) 436-5398

Estimated Assets: over $100,000,000

Estimated Debts: more than $100,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
IPS Oklahoma Management LLC    account           $527,444
8516 E. 101st Street, Suite F
74133

Douglas County Tax Commission  property taxes    $42,101
P.O. Box 1177
Douglasville, GA 30133

AM Management Services, LLC    account           $37,491
8111 E. 93rd St., #2416
Tulsa, OK 74133

DMPL                           account           $26,866

Douglasville Water-Sewer       account           $4,715

Meacham Early & Fowler         -                 $2,254

Waste Industries               account           $385

Mactek, Inc.                   account           $340

Greystone Power Corp.          account           $331

ZEP Manufacturing Company      -                 $292


Resident Data, Inc.            account           $185

Crystal Springs                account           $162

Call Source                    account           $138

Empire Payphones, Inc.         account           $105

The petition was signed by David P. Stewart, manager of the
company.


VEGA ALTA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Vega Alta Community Health Inc.
       P.O. Box 419
       Vega Alta, PR 00692

Bankruptcy Case No.: 08-07286

Chapter 11 Petition Date: October 29, 2008

Bankruptcy Court: United States Bankruptcy Court
                 District of Puerto Rico (Old San Juan)

Debtor's Counsel: JORGE R. COLLAZO SANCHEZ, ESQ.
                 COLLAZO SANCHEZ LAW OFFICE
                 P.O. BOX 1494
                 COAMO, PR 00769
                 Tel: (787) 825-7161
                 E-mail: coa@prtc.net

Total Assets: $1,803,407

Total Debts: $2,133,443

A list of the Debtor's 20 largest unsecured creditors are
available at no charge at:

           http://bankrupt.com/misc/prb08-07286.pdf


VEYANCE TECHNOLOGIES: S&P Holds Long-Term B Rating; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Veyance
Technologies Inc., formerly EPD Inc., to negative from stable.  At
the same time, S&P affirmed its 'B' long-term corporate credit
rating.

"The outlook revision reflects the likelihood that Veyance's
profitability and cash flow protection measures could weaken in
the near term due to further deterioration in the company's end
markets," said Standard & Poor's credit analyst Sarah Wyeth.

The ratings on Fairlawn, Ohio-based Veyance Technologies reflect
the firm's highly leveraged capital structure and weak business
profile as a global manufacturer of rubber and thermoplastic
products.  Veyance develops, manufactures, and sells industry-
leading standardized and engineered rubber products for industrial
(about 64% of revenues for the 12 months ended June 30, 2008),
transportation original equipment (OE; 16%), consumer (12%), and
military (8%) applications.  Products include belts and hoses for
motor vehicles as well as conveyor and power transmission belts.
Veyance also produces air, water, steam, hydraulic, petroleum,
fuel, chemical, and materials handling hoses for industrial
applications, antivibration products, tank tracks, and rubber
track for agricultural and construction equipment.

Veyance competes in the highly competitive and cyclical rubber
products industry.  The company's mix of standardized products is
partially offset by leading market positions and some geographic
diversity and customer diversity.  Customer concentration is
somewhat low, with the top 10 customers contributing around 20% of
revenues.  Veyance's global manufacturing facilities strengthen
its geographic diversity: The company generates approximately 40%
of its revenues overseas.  Veyance's exposure to raw material
costs, specifically rubber, is notable.  However, with the
exception of the auto OE business and fixed-price contracts in the
military segment, the firm has had some success passing increases
on to customers.

Veyance has a highly leveraged financial profile characterized by
a sizable debt burden.  Pro forma for the leveraged buyout of
Veyance and the recent Chinese joint venture investment, debt
(adjusted for the present value of operating leases and
postretirement benefit obligations) to EBITDA is over 8x.
Although free cash flow could improve in the second half of 2008
because of price increases and operational improvement, it will
likely be negative for the year.  Expected credit measures for the
rating include adjusted debt to EBITDA of 5x-6x and funds from
operations to adjusted debt of about 10%.

S&P could lower the ratings if the likelihood of the company
breaching its leverage covenant increases.  For instance, S&P
could lower ratings if lower volumes and pricing pressure more
than offset recent restructuring efforts, resulting in an EBITDA
decline of about 10% and limited headroom under the company's
leverage covenant as it steps down.  Alternatively, if the
company's restructuring efforts more than offset volume decline
and if the company is able to reduce working capital and pay down
debt, allowing sufficient headroom under its revolver, S&P could
revise the outlook to stable.


WANU COMMERCIAL: Fitch Downgrades Rating on 2006-SL1 Securities
---------------------------------------------------------------
Fitch Ratings downgrades and assigns Rating Outlooks to WaMu
Commercial Mortgage Securities Trust 2006-SL1, commercial mortgage
pass-through certificates,:

  -- $3.8 million class F to 'BB+' from 'BBB-'; Outlook Negative;
  -- $7.7 million class G to 'BB' from 'BB+'; Outlook Negative;
  -- $2.6 million class H to 'BB-' from 'BB'; Outlook Negative;
  -- $2.6 million class J to 'B' from 'BB-'; Outlook Negative;
  -- $1.9 million class K to 'B-' from 'B+'; Outlook Negative;
  -- $1.9 million class L to 'B-' from 'B'; Outlook Negative.

Fitch also downgrades and assigns a Distressed Recovery rating to
this class:

  -- $639,000 class M to 'CCC/DR1' from 'B-'.

Additionally, Fitch affirms and assigns Rating Outlooks to these
classes:

  -- Interest-only class X at 'AAA'; Outlook Stable;
  -- $78.1 million class A at 'AAA'; Outlook Stable;
  -- $345.3 million class A-1A at 'AAA'; Outlook Stable;
  -- $10.2 million class B at 'AA'; Outlook Stable;
  -- $14.7 million class C at 'A'; Outlook Stable;
  -- $10.2 million class D at 'BBB+'; Outlook Stable;
  -- $7 million class E at 'BBB'; Outlook Stable.

The $9.6 million class N is not rated by Fitch.

The rating downgrades are due to increased loss expectations
associated with specially serviced loans since Fitch's last rating
action.  Rating Outlooks reflect the likely direction of any
rating changes over the next one to two years.  Negative Outlooks
are the result of the increased number of Fitch loans of concern
and the potential for future defaults.

As of the November 2008 distribution date, the transaction has
paid down 2.9% to $496.3 million from $511.4 at issuance.  The
transaction is collateralized by small balance commercial loans
secured by multifamily, industrial, office, retail and mixed-use
properties.  The loans are smaller than typical CMBS loans with a
weighted average loan size of $1,139,237.  The transaction remains
diverse, with the top three and top 10 largest loans in the pool
by balance representing 4.9% and 12.2%, respectively.

There are currently nine loans (2.5%) in special servicing and
losses are expected.  The largest specially serviced loan (0.7%)
is an industrial/warehouse property located in Freehold, New
Jersey and is currently 90 days delinquent.  The largest tenant at
the property vacated their space prior to lease expiration.  The
borrower is currently marketing the vacant space and the special
servicer is currently pursuing foreclosure.

The second largest specially serviced loan (0.4%) is an
industrial/warehouse property located in Brooklyn, New York and is
currently 90 days delinquent.  The special servicer is proceeding
with foreclosure.

The third largest specially serviced loan (0.4%) is secured by a
multifamily property located in Brandon, FL and is currently 90
days delinquent.  The property has suffered from declines in
occupancy due to market conditions.  The special servicer is
proceeding with foreclosure.

Fitch has identified sixty-eight loans (14%) as Fitch loans of
concern for declines in occupancy, deferred maintenance issues,
increased expenses, and delinquent taxes.  Fitch will continue to
monitor the loans for any further declines in performance.


WP EVENFLO: Weak Liquidity Prompts S&P to Junk Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered the
corporate credit rating on WP Evenflo Holdings Inc. to 'CCC+' from
'B-'.  At the same time, S&P lowered the company's first-lien
senior secured bank loan rating to 'B-' from 'B' and its second-
lien senior secured bank loan rating to 'CCC-' from 'CCC'.  The
outlook is negative.

As of Sept. 30, 2008, Vandalia, Ohio-based WP Evenflo had about
$183 million of debt.  WP Evenflo is the parent of Evenflo Co.
Inc., a leading manufacturer and marketer of specialty and
juvenile products.

The ratings downgrade is based on the company's very weak
liquidity as the company has minimal cash balances and revolver
availability, and limited cushion under its financial covenants.
This resulted primarily from the weakening U.S. economy, costs
related to a product recall, and revolver borrowings the company
used to fund an acquisition in 2008.  While the company
has taken initiatives to reduce costs and improve sales through
new product introductions, S&P believes the company will be
challenged to improve its operating performance to materially
improve liquidity and may require additional sources of capital.

The rating reflects WP Evenflo's very weak near-term liquidity,
highly leveraged capital structure, low operating margins for a
branded consumer products company, potential for adverse publicity
for its specialty infant and juvenile product sales, and past
operating difficulties.

The outlook is negative.  "S&P expect liquidity to remain very
weak over the near term as a result of limited availability on the
company's revolving credit facility, minimal cash balances, and
very tight financial covenants," said Standard & Poor's credit
analyst Patrick Jeffrey.  S&P could lower the ratings if the
company violates its bank covenants and does not enhance its
liquidity through free cash flow generation or additional sources
of capital.

"S&P would consider an outlook revision to developing or stable if
the company can materially improve its liquidity," he continued.


* Luc Despins Joins Paul Hastings in New York From Milbank
----------------------------------------------------------
Paul, Hastings, Janofsky & Walker LLP said Monday that Luc A.
Despins has joined the firm as a partner and chair of its Global
Restructuring practice.  Mr. Despins, 48, is based in the New York
office.  He is a bankruptcy practitioner with over 23 years of
experience representing debtors and creditors in some of the most
high-profile and complex restructuring matters.  Mr. Despins will
lead the firm's efforts to further grow its restructuring practice
both domestically and internationally.

"Luc is one of the leading financial restructuring lawyers in the
world and is a great addition to Paul Hastings," said Seth M.
Zachary, Chairman of Paul Hastings.  "Luc's counsel and services
are highly sought after and we are confident that our clients will
benefit from his unparalleled experience in both international and
domestic bankruptcy and restructuring cases."

"I am very excited to join the talented lawyers at Paul Hastings
and to collaborate with them in building a market leading global
restructuring practice," said Mr. Despins. "Paul Hastings, with
its extensive international footprint, is well positioned to
provide top-tier restructuring counsel to global clients in these
increasingly challenging economic times."

Prior to joining Paul Hastings, Mr. Despins was a senior partner
in the Financial Restructuring Group of Milbank, Tweed, Hadley &
McCloy. During his 23 year career, Mr. Despins has represented
clients in a variety of high-profile restructurings, including
serving as counsel for: the Official Committee of Unsecured
Creditors of Lehman Brothers Holdings, Inc.; the Official
Committee of Unsecured Creditors of Refco, Inc.; the Official
Committee of Unsecured Creditors of Enron Corp.; Fruit of the
Loom, Inc. (as chapter 11 debtor); Lernout & Hauspie Speech
Products N.V., L&H Holdings USA, Inc., and Dictaphone Corporation
(as chapter 11 debtors); Safety Components International, Inc. (as
chapter 11 debtor); HomePlace Stores, Inc. (as chapter 11 debtor);
Sun TV, Inc. (as chapter 11 debtor); Seven-Up/RC Bottling Company
of Southern California, Inc. (as chapter 11 debtor); and many
others.

In a statement, Milbank Tweed said, "Our financial restructuring
department continues to be one of the very finest in the world,
led as it has been for the last year by Dennis Dunne, one of the
three members of the firm's global executive committee, who was
joined last month by Paul Aronzon in Los Angeles as co-practice
group leader."  Milbank declined to comment on Mr. Despins'
departure, according to Asarco Bankruptcy News.

Mr. Despins led a team of Milbank lawyers who represents Asarco
Inc. in the bankruptcy case of affiliate ASARCO Ltd.  Milbank
partner Robert Moore will take Mr. Despins's place in the
bankruptcy of Asarco Inc., Asarco Bankruptcy News reports.

Mr. Despins is widely recognized as one of the world's leading
financial restructuring lawyers and has been cited on numerous
occasions for his role in major bankruptcies.  Among other honors,
Mr. Despins has been chosen as: The American Lawyer's "Top 45
Under 45" [For all practice areas] (January 2003); Turnarounds and
Workouts' Special Report: (Top Ten) Outstanding Bankruptcy Lawyers
2001, 2002, 2004, 2005, and 2006; Chambers Global: The World's
Leading Lawyers; Chambers USA: America's Leading Lawyers; The
Legal 500 US: Corporate and Finance (Corporate Restructuring);
Lawdragon's "Leading Dealmakers" and "Leading 500 Attorneys" and
The Best Lawyers in America 2008 (Bankruptcy and Creditor-Debtor
Rights Law); among others. Mr. Despins is listed in the K&A
Register of the Leading Bankruptcy and Financial Restructuring
Lawyers and Financial Advisors in the United States.

Quebec-born Mr. Despins is a graduate of Harvard Law School where
he earned his LLM (Viscount Bennett Scholar).  He clerked for a
justice of the Supreme Court of Canada from 1983-1984.

Milbank, Tweed, Hadley & McCloy LLP -- http://www.milbank.com/--
has roughly 630 lawyers who provide a full range of financial and
business legal services to many of the world's leading financial,
industrial and commercial enterprises, as well as governments,
institutions and individuals.  Milbank is headquartered in New
York and has offices in Los Angeles, Washington, DC, London,
Frankfurt, Munich, Tokyo, Hong Kong, Beijing and Singapore.

Paul, Hastings, Janofsky & Walker LLP --
http://www.paulhastings.com/-- has 1,300 lawyers in 18
international offices.  The firm's practice breadth enables it to
deliver innovative legal solutions to financial institutions and
Fortune 500 companies.


* Moody's Downgrades Ratings on Four Homebuilders to 'Ba3'
----------------------------------------------------------
Moody's Investors Service lowered the ratings of four Ba2
homebuilders, D.R. Horton, KB Home, Pulte Homes and Ryland -- to
Ba3 from Ba2, and the SGL rating of D.R. Horton to SGL-3 from
SGL-2.

The rating outlooks for all four companies remain negative.

While the reasons for the rating changes may differ somewhat from
company to company, the common factors among all four of the
companies were these:

1) The one bright star in the homebuilder industry firmament --
   substantial cash flow generation -- is about to lose its
   radiance, as the relatively easy period of cash flow
   production, driven by large inventory reduction, is largely
   behind the industry.

2) All four of the companies have been generating quarterly losses
   before impairments and other charges, and a return to pre-
   impairment profitability will be difficult, given the
   expectations of Moody's Corporate Finance Group of declining
   deliveries, revenues, and prices into 2010.

3) Large impairments, option abandonments, and other charges have
   substantially eroded the companies' net worth positions,
   pushing up debt leverage for most of the companies to
   uncharacteristically high levels. In addition, the companies'
   requirement to establish and periodically increase a deferred
   tax valuation allowance, even if carved out of covenant
   calculations, results in charges to retained earnings, thereby
   further reducing their equity bases.

4) If impairment and other charges continue apace in 2009,
   covenant compliance will remain a challenge while further
   upward pressure on debt leverage will result.

The negative rating outlook for all four companies reflects the
expectation of Moody's Corporate Finance Group that the crisis in
the U.S. financial system, the severe correction in real estate
prices and the large inventory of unsold homes will make the
problems in the homebuilding industry and in the broader economy
likely to worsen before they get better, thereby adding further
pressure to the financial performance of the four companies.
Specific rating actions and rationales will be contained in
individual press releases on each of the four companies.


* Moody's Reports Negative Outlook for State HFA Sector
-------------------------------------------------------
Moody's Investors Service's outlook for the state housing finance
agency sector is negative as it faces unprecedented challenges
from the capital markets and a weakened real estate market.
The sector outlook does not reflect the ratings or outlook for any
particular state HFA, and, Moody's reports that HFA resources and
management expertise are expected to mitigate the effect of
current challenges on most HFA program ratings.  A sector-wide
outlook is not a calculation of upgrades, downgrades or ratings
under review, and it is not an average of the rating outlooks of
issuers in the sector.

"Lower credit quality of counterparties, including financial
institutions and mortgage insurers, further contributes to stress
on HFA programs," said Moody's Senior Vice President Florence
Zeman, author of an outlook report on the sector that covers
anticipated conditions for the next 12 to 18 months.
Still, many state housing finance agencies entered the stressful
market conditions with strong financial positions and should be
able to withstand a certain amount of stress without affecting
program ratings, said the analyst.  In addition to healthy
finances, there are a number of positive credit factors that are
likely to mitigate the market challenges that many of the HFAs are
facing.

"Most HFAs are well positioned to handle these various pressures
due to strong asset quality of HFA portfolios and experienced
management that may mitigate effect on program ratings," said
Florence Zeman.  "Many are managed by experienced teams who are
actively responding to the challenges facing the industry."

She added that the use of federal mortgage insurance and the
securitization of HFA loans into mortgage-backed securities issued
by Ginnie Mae, Fannie Mae or Freddie Mac have mitigated the
effects of the housing market downturn on HFA portfolio
performance.

"And, while counterparty risk has been highlighted by downgrades
of financial institutions involved in HFA financings, counterparty
diversification in many HFA portfolios should mitigate against the
credit deterioration of a specific counterparty," said Florence
Zeman.

But the pressures and conditions contributing to Moody's change in
the sector outlook to negative are challenging and include
increased interest costs on long-term bonds that have accompanied
changes in the capital markets.  Higher interest rates may pose
difficulties for many HFAs to maintain the desired spread between
bond costs and mortgage earnings.

"Volatile short-term markets and credit concerns about some
liquidity providers have made variable rate debt more expensive,
caused difficulties in remarketing, and have --for the first time
-- resulted in material levels of bond purchases by liquidity
banks," said Florence Zeman.


* S&P Downgrades Ratings on 12 Classes From Five Floorplan Trusts
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 12
classes from five dealer floorplan asset-backed securities trusts
and placed them on CreditWatch with negative implications.  At the
same time, S&P placed S&P's ratings on 12 other classes from the
same five trusts on CreditWatch with negative implications.

The actions affected ABS floorplan transactions issued by
DaimlerChrysler Master Owner Trust, Ford Credit Floorplan Master
Owner Trust A, and Ford Floorplan Auto Securitization Trust
(Canada), as well as two trusts issued by GMAC: Superior Wholesale
Inventory Financing Trust X and XI.

The actions reflect Standard & Poor's decision to review its
stress assumptions in light of a confluence of current events,
including the dearth of financing available to insolvent companies
seeking to reorganize under the U.S. Bankruptcy Code; the scarcity
of credit to consumers seeking to purchase or lease automobiles;
and a struggling domestic dealership base burdened with an out-of-
favor vehicle mix, significant discounts on existing models,
reduced availability of financing to support dealer inventory, and
dealer overcapacity due to declining market share of the domestic
auto manufacturers.

Although S&P believes that the performance of the dealer floorplan
loans backing the securities may be partially related to the
financial strength and operations of the manufacturer and finance
company, Standard & Poor's ratings on the securities are not
directly linked to the credit rating of the manufacturer or
finance company.  This is because S&P's rating analysis considers
scenarios including a bankruptcy and reorganization attempt by the
manufacturer and its captive finance company, followed by their
bankruptcy liquidation some months later.  However, given the
scarcity of financing available to companies seeking to reorganize
under the Bankruptcy Code in the current environment, Standard &
Poor's is reevaluating this view and its impact on related credit
modeling assumptions.  S&P believes that the adverse environment
that the dealership base is currently encountering has led to an
increased risk of dealer default.  Moreover, the impact of
manufacturer liquidation on the dealer base could be significantly
more severe than it would be if the manufacturer remained
operating while in bankruptcy reorganization.

Over the next 90 days, S&P will continue to refine S&P's analysis
and review the stress assumptions S&P use when rating auto dealer
floorplan ABS.  S&P may take further rating actions on some of the
24 classes with ratings on CreditWatch.

       Ratings Lowered and Placed on CreditWatch Negative

             Daimler Chrysler Master Owner Trust

      Series       Class          To                 From
      ------       -----          --                 ----
      2006-A       A              AA/WatchNeg        AAA

         Ford Credit Floorplan Master Owner Trust A

      Series       Class          To                 From
      ------       -----          --                 ----
      2006-3       B              AA/WatchNeg        AAA
      2006-4       B              AA/WatchNeg        AAA


      Ford Floorplan Auto Securitization Trust (Canada)

      Series       Class          To                 From
      ------       -----          --                 ----
      2006-1       A              AA/WatchNeg        AAA
      2006-2       A              AA/WatchNeg        AAA
      2006-3       A              AA/WatchNeg        AAA

        Superior Wholesale Inventory Financing Trust X

      Series       Class          To                 From
      ------       -----          --                 ----
      2004-A       A              AA/WatchNeg        AAA
      2004-A       RN1            AA/WatchNeg        AAA
      2004-A       RN2            AA/WatchNeg        AAA

        Superior Wholesale Inventory Financing Trust XI

      Series       Class          To                 From
      ------       -----          --                 ----
      2005-A       A              AA/WatchNeg        AAA
      2005-A       RN1            AA/WatchNeg        AAA
      2005-A       RN2            AA/WatchNeg        AAA

             Ratings Placed on CreditWatch Negative

              Daimler Chrysler Master Owner Trust

      Series       Class          To                 From
      ------       -----          --                 ----
      2008-B       A              AAA/WatchNeg       AAA

         Ford Credit Floorplan Master Owner Trust A

      Series       Class          To                 From
      ------       -----          --                 ----
      2006-3       A              AAA/WatchNeg       AAA
      2006-4       A              AAA/WatchNeg       AAA
      2008-1       A              AAA/WatchNeg       AAA

       Ford Floorplan Auto Securitization Trust (Canada)

      Series       Class          To                 From
      ------       -----          --                 ----
      2006-1       B              A/WatchNeg         A
      2006-2       B              A/WatchNeg         A
      2006-3       B              A/WatchNeg         A

        Superior Wholesale Inventory Financing Trust X

      Series       Class          To                 From
      ------       -----          --                 ----
      2004-A       B              A/WatchNeg         A
      2004-A       C              BBB/WatchNeg       BBB

        Superior Wholesale Inventory Financing Trust XI

      Series       Class          To                 From
      ------       -----          --                 ----
      2005-A       B              A/WatchNeg         A
      2005-A       C              BBB+/WatchNeg      BBB+
      2005-A       D              BB/WatchNeg        BB


* S&P Review of Homebuilders Yields More Negative Rating Actions
----------------------------------------------------------------
Standard & Poor's Ratings Services recently reviewed its rated
U.S. homebuilding companies following what was, for many, very
weak third-quarter earnings announcements.  The review culminated
in the lowering of seven corporate credit ratings.  S&P also
placed S&P's ratings on one company on CreditWatch with negative
implications and revised S&P's outlook on another company to
negative.  S&P's ratings on 13 builders were unchanged after the
review.

These negative rating actions affected roughly $13.5 billion in
public debt securities and were taken in the context of a
worsening housing market as growing fears of job losses and recent
stress in the financial markets have further weighed on already
fragile consumer confidence.  Some specific concerns centered on
continued oversupply conditions and asset impairment charges, as
well as reduced or constrained revolver capacity and covenant
compliance issues.  Exposure to troubled off-balance-sheet joint
ventures, while gradually declining for some, remains a concern as
well.

Given S&P's expectation for continued very difficult housing
market conditions and the extraordinary volatility in the capital
markets, S&P will continue to review S&P's ratings on U.S.
homebuilders quarterly and as events warrant.

                           Downgrades

                                 Rating
                                 ------
    Company                 To                 From
    -------                 --                 ----
    Beazer Homes USA Inc.   B-/Negative/--     B/Negative/--
    Centex Corp.            BB-/Negative/--    BB/Negative/--
    Champion Enterprises    CCC+/Negative/--   B/Negative/--
    D.R. Horton Inc.        BB-/Negative/--    BB/Negative/--
    KB Home                 BB-/Negative/--    BB/Negative/--
    M/I Homes Inc.          B-/Negative/--     B/Negative/--
    William Lyon Homes      CCC/Negative/--    B-/Negative/--

                  Rating Placed on CreditWatch

                                 Rating
                                 ------
    Company                 To                 From
    -------                 --                 ----

    Lennar Corp.            BB-/Watch Neg/--   BB-/Negative/--

                      Outlook Revision

                                 Rating
                                 ------
    Company                 To                 From
    -------                 --                 ----

    MDC Holdings Inc.       BBB-/Negative/--   BBB-/Stable/--


* S&P Says Car Rental Companies Need to Navigate Economic Downturn
------------------------------------------------------------------
While the car rental business has always been cyclical and price
competitive, with demand in the on-airport sector resulting
primarily from air travel, the current downturn has hurt the
industry to a greater extent than during those in the past,
according to a report published by Standard & Poor's Ratings
Services.

Two of the major U.S. car rental companies -- Avis Budget Group
Inc. (B+/Watch Neg/--) and Dollar Thrifty Automotive Group Inc.
(B-/Watch Neg/--) -- have been particularly hard hit, according to
the report.

"[S&P] believes there are several reasons why this downturn is
different from historical patterns," said Standard & Poor's credit
analyst Betsy Snyder.  "They include a significant reduction in
airline capacity serving the domestic U.S. market, ownership of
the companies [in previous downturns, financially strong auto
manufacturers either wholly or partially owned them], the weakness
of the auto manufacturers [their suppliers], and the inability of
these capital-intensive companies to gain access to the capital
markets."


* BOOK REVIEW: Financial Planning for High Net Worth Individual
---------------------------------------------------------------
Authors:    Richard H. Mayer and Donald R. Levy
Publisher:  Beard Books
Paperback:  428 pages
List Price: US$59.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982323/internetbankrupt

Financial Planning for High Net Worth Individuals by Richard H.
Mayer and Donald R. Levy is a comprehensive and authoritative
guide to the art and science of wealth management.

It is a source book that wealth management advisers can turn to
when looking for in-depth answers.

Collected here are the insights of expert advisers, presented in a
thoughtful and thorough manner on the vital aspects of financial
management.

This book is for high net worth individuals as well as for every
serious wealth management professional.

Richard H. Mayer, Chartered Life Underwriter, Registered
Investment Advisor.  Mr. Mayer has more than 40 years of
experience in the insurance industry where he specializes in
advising high net worth individuals and in developing executive
compensation plans.

Donald R. Levy, JD, MBA, is an attorney and benefits consultant.
Mr. Levy has authored or edited a number of books including the
Research Institute of America Answer Book, Executive Compensation
Treatise, 403(b) Answer Book, Guide to Cash Balance Plans, Quick
Reference Guide to IRAs, and the State-by-State Guide to Managed
Care Law.



                             *********

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 ***