TCR_Public/081125.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 25, 2008, Vol. 12, No. 281

                             Headlines

ALPHA MEDIA: In Restructuring Talks With Creditors
AMERICAN INT'L: Will Sell Int'l Lease to Investors & Management
BANC OF AMERICA: Fitch Junks Rating on 2004-4 Class O Certificates
BEAR STEARNS: Fitch Affirms Low-B Ratings on 3 Certificate Classes
BEAR STEARNS: Moody's Cuts Ratings on 100 Tranches From 10 Deals

BH S&B: Workers File Class Action Pursuant to WARN Act
BLUEGREEN CORP: S&P Junks Rating From 'B' on Liquidity Concerns
BOSCOV'S INC: Penn. Governor Pledges $35 Mil. for Bankruptcy Exit
BOSTON GENERATING: S&P Pares Rating on $1.13 Bil. Loan to 'B-'
BROWARD COUNTY: Moody's Cuts 2007C Revenue Bonds' Rating to 'Ba3'

CAIRN MEZZ: Moody's Downgrades Ratings on Five Classes of Notes
CAREFREE MULE: Case Summary & 20 Largest Unsecured Creditors
CEMEX SAB: Fitch Corrects Rating Release to Include Rinker IDR
CENTER CUT: Moody's Changes Outlook to Negative & Keeps B3 Ratings
CHISWELL STREET: Moody's Junks Ratings on Seven Classes of Notes

CHRYSLER LLC: Obama Team Denies Explore Prepack Bankruptcy
CHRYSLER LLC: May Ask Congress for Measures That Would Spur Demand
CITIGROUP: Gets Government Backing on $306-Bil. in Risky Assets
COBESKILL BUSINESS: Pyramid Brokerage Eyes Guilford Mill
COMPTON PETROLEUM: Moody's Cuts Corporate Family Rating to 'B2'

CSAM FUNDING: Moody's Downgrades Ratings on Four Note Classes
CUSTOM CONTRACTORS: May Employ James T. Wilson, Jr. as Counsel
DANA CORP: 6th Cir. Revives Securities Class Action
DAWN CDO: S&P Downgrades Ratings on Class A and B Notes
DELPHI CORP: Wants to Defer GM Deal and DIP Hearing to Dec. 1

DELTA AIR: NWA Seeks Delisting of Stock After Merger
DELTA AIR: NWA Directors Leave Posts After Merger
DELTA AIR: NWA Post-Merger Compensation Plan Signed
DELTA AIR: Wants Renegotiation of NWA-Mac Deal on $245MM Bond
DOWNEY FINANCIAL: S&P Junks Rating on Weakened Financial Profile

ERNIE HAIRE FORD: Files for Chapter 11 Bankruptcy in Florida
ERNIE HAIRE FORD: Case Summary & 20 Largest Unsecured Creditors
EXACT SCIENCES: Sept. 30 Balance Sheet Upside Down by $507,000
FOOT LOCKER: Consumer Spending Drop Prompts S&P to Cut Ratings
FORD MOTOR: May Ask Congress for Measures That Would Spur Demand

FORD MOTOR: Obama Team Denies Explore Prepack Bankruptcy
FORTICELL BIOSCIENCE: Case Summary & 20 Largest Unsec. Creditors
GENERAL MOTORS: Delphi Wants Hearing on Deal Moved to December 1
GENERAL MOTORS: May Ask Congress for Measures That Boost Demand
GENERAL MOTORS: Obama Team Denies Explore Prepack Bankruptcy

GMAC COMMERCIAL: Fitch Downgrades Ratings on 1998-C1 Certificates
GOODYEAR TIRE: Moody's Maintains 'Ba3' Corporate Family Rating
GREEKTOWN CASINO: Disputes Rumors That It Is Closing
GREEKTOWN CASINO: Former Employee Sues for Illegal Discharge
GREEKTOWN CASINO: Seeks Plan Extension; Parties Object

HEALTH NET: Deteriorating Performance Cues S&P's Rating Downgrades
HOUSE OF EUROPE I: Moody's Downgrades Ratings on Two Note Classes
HOUSE OF EUROPE II: Moody's Cuts Ratings on Four Note Classes
IMPAC CMB: Moody's Cuts Ratings on 124 Tranches From 17 Deals
INDYMAC HOME: Moody's Downgrades Ratings on Four Certificates

INTERMOST CORP: Auditor Raises Going Concern Doubt
INVACARE CORP: S&P Lifts Rating to 'B+' on Improved Performance
I-MANY INC: Management Raises Going Concern Doubt
JAGUAR PLASTICS: Voluntary Chapter 11 Case Summary
JP MORGAN: Moody's Downgrades Ratings on 264 Tranches

KIRK PIGFORD: Files Amended List of 20 Largest Unsecured Creditors
KIRK PIGFORD: Files Schedules of Assets and Liabilities
KIRK PIGFORD: May Obtain DIP Financing from First South
KIRK PIGFORD: Taps Stubbs & Perdue as Bankruptcy Counsel
LENOX GROUP: Files for Bankruptcy to Sell All Assets

LENOX GROUP: Seeks Approval of $85-Mil. of DIP Financing
LENOX GROUP: Reaches Terms of Chapter 11 Plan with Lenders
LENOX GROUP: Case Summary and 30 Largest Unsecured Creditors
MCMORAN EXPLORATION: Low Leverage Spurs S&P's Rating Lift to 'B'
MERRILL LYNCH: Fitch Maintains Low-B Ratings on 6 Classes

MGM MIRAGE: Suspends Contributions to Employee Plans to Cut Costs
MGM MIRAGE: 2 Directors Bought 10,000 Shares in November
MGM MIRAGE: Earnings Slide to $61MM in Quarter ended September 30
MGM MIRAGE: Signs Deals With Primary Stockholders and Lenders
MILLERTON ABS: Moody's Cuts Ratings on Two Classes of Notes to 'C'

MYERS MILL: May Employ Stubbs & Perdue as Bankruptcy Counsel
NATIONAL AMUSEMENTS: May Have to File for Chapter 11 Protection
NCO GROUP: Moody's Holds 'B2' Ratings on Weak Credit Metrics
NEW JERSEY HEALTH: Continued Losses Cue S&P's Rating Cut to 'BB'
NORTEL NETWORKS: Adequate Liquidity Cues S&P to Keep 'B-' Rating

NORTEX HOUSING: Moody's Cuts Rating on Refunding Bonds to 'Ba1'
NORTHWEST AIRLINES: Delta Wants Renegotiation of Mac Deal
NORTHWEST AIRLINES: Directors Leave Posts After Merger
NORTHWEST AIRLINES: Post-Merger Compensation Plan Signed
NORTHWEST AIRLINES: Seeks Delisting After Shares Converted

NRG ENERGY: Board Urges Shareholders to Snub Exelon's Offer
PAETEC HOLDING: EVP and General Counsel Charles Sieving Resigns
PAETEC HOLDING: Posts $355MM Net Loss in Quarter ended Sept. 30
PAULA FINANCIAL: Discloses Add'l $0.09 Per Share Distribution
PHARMANET DEVELOPMENT: Moody's Affirms & Withdraws 'B3' Ratings

PHARMANET DEVELOPMENT: S&P Withdraws 'B' Rating on Request
REICHHOLD INDUSTRIES: S&P Downgrades Corporate Rating to 'B'
RELIANT ENERGY CHANNELVIEW: Court Confirms Liquidation Plan
RESERVE MANAGEMENT: Will Make Second Set of Payouts on December 5
RFC CDO I: S&P Affirms 'BB+' Rating on Class E Notes

RMF FOUR SEASONS: Fitch Downgrades Ratings on Three Note Classes
ROUGE INDUSTRIES: Plan Filing Period Extended to December 19, 2008
SEA CONTAINERS: Files Third Amended Plan Amid Objections
SECURITIZED ASSET: Moody's Downgrades Ratings on 17 Tranches
SEQUOIA 2007: Moody's Cuts 22 Tranches' Ratings From 3 Jumbo Deals

SHEARIN FAMILY: Court Appoints 8-Member Creditors Panel
SHEARIN FAMILY: Court Approves Post-Petition Financing with RBC
SIX FLAGS: Receives Listing Non-Compliance Notice from NYSE
SIX FLAGS: September 30 Balance Sheet Upside-Down by $200MM
SPRINT NEXTEL: John Garcia to Step Down as CDMA Business Chief

STEVE & BARRY'S: Workers File Class Action Pursuant to WARN Act
STRUCTURED ASSET: Moody's Downgrades Ratings on 86 Tranches
SUPERIOR OFFSHORE: Files Liquidation Plan with Creditors Panel
SYNCORA GUARANTEE: Rating Actions Cues S&P's Cuts on 4 ABS Classes
TED SHELTON: Case Summary & 5 Largest Unsecured Creditors

THOMAS STORNELLI: Case Summary & 20 Largest Unsecured Creditors
THORNBURG MORTGAGE: Moody's Downgrades Ratings on 50 Tranches
TORO ABS: Moody's Downgrades Ratings on Three Classes of Notes
TORRANCE BUSINESS: Case Summary & 6 Largest Unsecured Creditors
TOURMALINE CDO: Moody's Downgrades Ratings on Five Note Classes

TUCSON AND PIMA: Moody's Downgrades Rating on 2006A-2 Bonds to Ba3
UNITED AIRLINES: S&P Upgrades Class B 2000-1 Cert. Rating to 'B'
VALUE CITY: Court Approves Going-Out-of-Business Sales
VICTOR GROUP: Chapter 7 Trustee to Sell Ford Van & Dodge Durango
VINEYARDS RESORT: Fails to Secure Financing; Files for Bankruptcy

WACHOVIA BANK: Fitch Holds Low-B Ratings on 6 Certificate Classes
WASHINGTON MUTUAL: Committee Wants FTI as Fin'l Advisor
WASHINGTON MUTUAL: May Employ Gibson Dunn as Tax Counsel
WASHINGTON MUTUAL: May Hire Simpson Thacher as Special Counsel
WASHINGTON MUTUAL: May Tap Davis Wright as Special Counsel

WASHINGTON MUTUAL: May Tap McKee Nelson as Tax Counsel
W.R. GRACE: Seeks to Sell Interests In Colowyo for $8-Mil.
W.R. GRACE: Seeks to Sell Charleston Property for $3.8-Mil.
ZLATKO PEHAR: Case Summary & 20 Largest Unsecured Creditors

* Bankrupt Companies Likely to Face SEC on Alleged Fraud
* Mayer Brown Fires 33 Attorneys & Staff on Economic Downturn
* Moody's Changes Global Steel Industry Outlook to Negative
* Moody's Corrects November 12 Ratings Release for TRUP CDOs
* Moody's Sees Near-Term Rating Pressure for Education Entities

* S&P Downgrades Ratings on 71 Classes From 22 Subprime RMBS Deals
* S&P Says Credit Crunch Puts Airlines, Auto and Trucking at Risk

* Large Companies with Insolvent Balance Sheets

                             *********

ALPHA MEDIA: In Restructuring Talks With Creditors
--------------------------------------------------
Peter Lattman and Russell Adams at The Wall Street Journal report
that Alpha Media is in restructuring negotiations that are
expected to result in the company's turnover to creditors.

Citing people familiar with the situation, WSJ states that the
talks are "fluid" and could still fall apart.

WSJ relates that Alpha Media violated debt covenants because
financial results have dropped sharply amid an advertising
slowdown.  People familiar with the matter said that Alpha Media's
earnings before interest, taxes, depreciation and amortization, or
EBITDA, have dropped, and is on track to generate about $8 million
in EBITDA this year.  The report states that the company was
generating about $28 million in EBITDA when Quadrangle Capital
Partners acquired it in August 2007.  Ad pages in Alpha Media's
Blender magazine declined 25% through September, Publisher's
Information Bureau says.  Ad pages in Alpha Media's other
magazine, Maxim, dropped 3% over that period, according to WSJ.

WSJ reports that Cerberus Capital Management LP is one of Alpha
Media's largest lenders.  Capital Management controls a big chunk
of Alpha Media's $125 million in senior debt and is "central" to
the restructuring talks, WSJ states.

New York-based Alpha Media Group -- http://www.alphamediagroup.com
-- is the publisher of men's lifestyle magazine Maxim and music
magazine Blender, as well as their associated Web sites and
Stuff.com.  After acquiring three titles from Dennis Publishing
Limited in 2007 -- Blender, the US edition of Maxim, and the
gadget magazine Stuff -- private equity firm Quadrangle Capital
Partners renamed the company Alpha Media Group and folded the
operations of Stuff into Maxim.

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating, as well as its issue-level ratings, on Alpha Media Group
Inc.; the corporate credit rating was lowered to 'CCC+' from 'B'.
The rating outlook is negative.  The New York-based men's
lifestyle publisher had $159.4 million of debt as of March 31,
2008.


AMERICAN INT'L: Will Sell Int'l Lease to Investors & Management
---------------------------------------------------------------
Reuters reports that American International Group will sell
International Lease Finance Corp, its plane-leasing business, to a
group of investors and the unit's management.

Bloomberg News relates that ILFC founder and CEO Steve Udvar-Hazy
said that he and other unidentified investors will close the deal
by early 2009.  Mr. Udvar-Hazy said that ILFC has a value of
around $10 billion, the report states.

According to Flightglobal.com, Mr. Udvar-Hazy founded ILFC 35
years ago, and in 1990 AIG purchased it for $1.3 billion in stock.
Cargonewsasia.com relates that ILFC depended on AIG's "blue-chip"
credit rating for access to capital to purchase planes, but was
locked out of the debt market when AIG's rating dropped in
September.  Flightglobal.com says that Mr. Udvar-Hazy has been
reportedly negotiating for several months to buy ILFC back from
AIG.  According to Cargonewsasia.com, AIG suffered major losses on
mortgage derivatives and is selling assets to repay a bailout loan
from the Federal Reserve.

     AIG to Rename aigdirect.com as 21st Century Insurance

Hugh Son at Bloomberg reports that AIG spokesperson Nicholas
Ashooh said that the company will rebrand its aigdirect.com
business as 21st Century Insurance, effective January 2009.
3
Bloomberg relates that AIG has owned a stake in 21st Century since
1994.  It acquired in September 2007 the remaining 39% of shares
in 21st Century for $813 million, according to the report.

Rebranding the unit will make the business more attractive to a
prospective buyer, Bloomberg says, citing AIG's personal auto
group chief Tony DeSantis.

Mr. DeSantis said in a Nov. 17 letter that AIG will launch new
television commercials and a revamped logo and Web site on
Jan. 5, 2009, Bloomberg states.

Bloomberg quoted J.D. Power and Associates director Jeremy Bowler
as saying, "They probably weighed the benefits and costs and
figured that it has more worth labeled as 21st Century than as AIG
Direct.  Every consumer has so many choices, and AIG's problems
have been so highly publicized -- why would someone choose a
company with a bad rap?"

According to Bloomberg, AIG will also lay off about 6.6% of
aigdirect.com's workers.  The report says that the unit had 5,500
employees as of September 2007.

              China Life Eyes AIG's Asian Assets

Citing a senior China Life manager, Eadie Chen and Samuel Shen at
Reuters report that the company is interested in purchasing AIG's
Asian assets.

According to Reuters, the 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." The report says
that the official declined to be disclosed because a deal wasn't
yet public.

Published reports in China say that China Life president Wan Feng
said at a media briefing that the quality of AIG's insurance
business in Asia was good but needed further observation, because
that company's financial condition might worsen.

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 $10.6
billion, Japanese business daily Nikkei relates.  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 states.

   Collapse Derails Ex-CEO's settlement With Attorney General

AIG's collapse derailed a settlement between the company's former
CEO Maurice R. Greenberg and the New York Attorney General Andrew
Cuomo's office, Chad Bray at The Wall Street Journal reports,
citing David Ellenhorn, a lawyer from the Attorney General's
office.

According to WSJ, Mr. Ellenhorn told New York Supreme Court
Justice Charles E. Ramos in Manhattan during a hearing on Monday
that Mr. Greenberg had an oral agreement with the Attorney
General's office to settle a long-running lawsuit and were
preparing to put the settlement on the record "the week AIG
crashed."

Paul Tharp at The New York Post relates that Mr. Greenberg was
accused of improperly dressing up corporate books to show improved
profits.  According to the report, the lawsuit was filed more than
three years ago by former attorney general Eliot Spitzer.  Citing
lawyers familiar with the matter, the report says that Mr.
Greenberg was being asked to pay a big fine to settle the case,
but he was believed to be resisting.

Sources said in September that Mr. Greenberg could be fined at
least $100 million as part of a settlement envisioned by Mr.
Cuomo's office, WSJ states.

              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.


BANC OF AMERICA: Fitch Junks Rating on 2004-4 Class O Certificates
------------------------------------------------------------------
Fitch Ratings downgrades Banc of America Commercial Mortgage Inc.,
commercial mortgage pass-through certificates, series 2004-4:

  -- $4.9 million class O to 'CCC/DR1' from 'B-'.

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

  -- $13.9 million class A-2 at 'AAA'; Outlook Stable;
  -- $240 million class A-3 at 'AAA'; Outlook Stable;
  -- $225 million class A-4 at 'AAA'; Outlook Stable;
  -- $107 million class A-5 at 'AAA'; Outlook Stable;
  -- $272.2 million class A-6 at 'AAA'; Outlook Stable;
  -- $150 million class A-1A at 'AAA'; Outlook Stable;
  -- Interest-only class XC at 'AAA'; Outlook Stable;
  -- Interest-only class XP at 'AAA'; Outlook Stable;
  -- $35.6 million class B at 'AA'; Outlook Stable;
  -- $11.3 million class C at 'AA-'; Outlook Stable;
  -- $21.1 million class D at 'A'; Outlook Stable;
  -- $9.7 million class E at 'A-'; Outlook Stable;
  -- $16.2 million class F at 'BBB+'; Outlook Stable;
  -- $11.3 million class G at 'BBB'; Outlook Stable;
  -- $16.2 million class H at 'BBB-'; Outlook Stable;
  -- $6.5 million class J at 'BB+'; Outlook Stable;
  -- $6.5 million class K at 'BB'; Outlook Negative;
  -- $6.5 million class at L 'BB-'; Outlook Negative;
  -- $3.2 million class M at 'B+'; Outlook Negative;
  -- $3.2 million class N at 'B'; Outlook Negative;
  -- $2.2 million class DM-A at 'A+'; Outlook Stable;
  -- $4.6 million class DM-B at 'A'; Outlook Stable;
  -- $3.7 million class DM-C at 'A-'; Outlook Stable;
  -- $3.9 million class DM-D at 'BBB+'; Outlook Stable;
  -- $4.2 million class DM-E at 'BBB'; Outlook Stable;
  -- $3.8 million class DM-F at 'BBB-'; Outlook Stable;
  -- $3.5 million class DM-G at 'BBB-'; Outlook Stable.

Fitch does not rate the $16.2 million P and $103 million BC
classes. Class A-1 has paid in full.

The downgrade of class O is due to projected losses on the
specially serviced loan (1.6%).

The affirmations are the result of sufficient credit enhancement
and stable performance of the non-specially serviced loans.
Classes K through N have been assigned Negative Outlooks based on
an assumption of defaults and losses on the Fitch loans of concern
(7.5%).  The Rating Outlooks reflect the likely direction of any
rating changes over the next one to two years.  As of the November
2008 distribution date, the pool's aggregate principal balance has
decreased 8.6% to $1.3 billion from $1.43 billion at issuance.
Nine loans, 8.1% of the pool, have defeased.

The specially serviced loan (1.6%) is secured by a 723,971 square
foot warehouse located in North Kingstown, Rhode Island.  The loan
transferred to special servicing on Oct. 14, 2008 for payment
default.  The June 2008 servicer-reported occupancy at the
property was 51%.  Expected losses are anticipated to be absorbed
by the non-rated class P.

Fitch maintains investment-grade shadow ratings on five loans in
the trust: The Bank of America Center (11.5%), Dallas Market
Center (4.7%), Northpointe Plaza (2.4%), Inland Southwest
Portfolio/Heritage Towne Crossing (1.1%) and Wrangler Company
(0.9%).

The Bank of America Center is secured by a three-building complex
with a total of 1.8 million sf in San Francisco, California.
Second quarter 2008 occupancy was 94%, compared to 93.7% at
issuance.  The loan is interest only and has a maturity date in
August 2011.  The Dallas Market Center is secured by a 3.2 million
sf merchandise mart in Dallas, Texas.  Occupancy as of year-end
2007 was 92% and at issuance was 94%.  The loan has a coupon of
6.1% and matures in September 2014.

Northpointe Plaza is secured by a 360,880 sf portion of the
461,118 sf foot retail power center in Spokane, Washington.
Occupancy was 92% as of second quarter 2008, compared to 98% at
issuance.  The second quarter 2008 servicer reported debt service
coverage ratio was 2.78 times.  The interest only loan has a
coupon of 4.29% and matures in July 2009.

The Inland Southwest Portfolio/Heritage Towne Crossing is secured
by two single-tenant drug stores in Okalahoma and one shadow-
anchored retail center in Euless, Texas, with a total of 108,287
sf.  The retail center was 93% occupied as of second quarter 2008.
The interest only loan has a coupon of 4.37% and matures in May
2009.

Wrangler Company is secured by a 316,800 sf industrial
distribution center in El Paso, Texas.  The property is 100%
leased for the term of the loan.  The interest only loan has a
coupon of 5.09% and matures in August 2009.

None of the non-defeased loans in the pool are scheduled to mature
in 2008 and 23 non-defeased loans (17.8%) are scheduled to mature
in 2009.  The YE 2007 weighted average DSCR for the non-defeased
loans maturing in 2009 is 2.40x.  The weighted average coupon for
all of the transaction's non-defeased loans is 5.47% and the range
is 4.11% to 6.73%.


BEAR STEARNS: Fitch Affirms Low-B Ratings on 3 Certificate Classes
------------------------------------------------------------------
Fitch Ratings has affirmed and assigned Rating Outlooks to Bear
Stearns Commercial Mortgage Securities Inc., commercial mortgage
pass-through certificates, series 2000-WF1:

  -- $418.2 million class A-2 at 'AAA'; Outlook Stable;
  -- Interest-only class X at 'AAA'; Outlook Stable;
  -- $31.1 million class B at 'AAA'; Outlook Stable;
  -- $35.5 million class C at 'AAA'; Outlook Stable;
  -- $8.9 million class D at 'AAA'; Outlook Stable;
  -- $26.6 million class E at 'AAA'; Outlook Stable;
  -- $8.9 million class F at 'AAA'; Outlook Stable;
  -- $15.5 million class G at 'A+'; Outlook Stable;
  -- $13.3 million class H at 'BBB+'; Outlook Stable;
  -- $6.7 million class I at 'BBB-'; Outlook Stable;
  -- $5.6 million class J at 'BB'; Outlook Stable;
  -- $8.9 million class K at 'B'; Outlook Negative;
  -- $3.3 million class L at 'B-'; Outlook Negative.

Fitch does not rate the $3.3 million class M. Class A-1 is paid in
full.

The rating affirmations are the result of stable performance of
the remaining pool since Fitch's last rating.  Rating outlooks
reflect the likely direction of any rating changes over the next
one to two years.  As of the November 2008 distribution date, the
pool's aggregate principle balance has decreased 34.0% to $585.8
million from $888.3 million at issuance.  Fifty-nine loans (55.1%)
have defeased, including the top five largest loans in the pool
(24.3%).  In addition, there are currently no loans in special
servicing.

The largest Fitch Loan of Concern (2.6%) is secured by the 288,562
square foot headquarters of Circuit City located in Richmond, VA.
Circuit City filed for Chapter 11 bankruptcy protection in
November 2008.  As of June 2008, the property was 100% occupied by
Circuit City and the servicer reported debt service coverage ratio
was 1.56 times.  The loan is scheduled to mature in February 2010.

The second largest Loan of Concern (1.6%) is secured by a
multifamily property located in Durham, North Carolina.  The
property is located in the Research Triangle submarket which has
suffered from low occupancy and concessions.  The property has
seen recent improvement in occupancy, with reported September 2008
occupancy of 93.8% compared to year-end 2007 occupancy of 84%.
The third largest Loan of Concern (0.9%) is secured by an
industrial warehouse facility located in Petaluma, California.
The property has been 100% vacant since 2007.

Fitch continues to monitor upcoming maturities.  Of the non-
defeased loans, 29.2% of the pool is scheduled to mature in 2009
and 10.8% in scheduled to mature in 2010.  Servicer-reported
weighted average DSCR and weighted average coupon for the 2009 and
2010 maturing loans is 1.96x and 7.83%, and 1.53x and 8.31%,
respectively.


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

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

Complete rating actions are:

Issuer: Bear Stearns ARM Trust 2004-10

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

Issuer: Bear Stearns ARM Trust 2004-12

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

Issuer: Bear Stearns ARM Trust 2004-3

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

Issuer: Bear Stearns ARM Trust 2004-6

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

Issuer: Bear Stearns ARM Trust 2004-7

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

Issuer: Bear Stearns ARM Trust 2004-8

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

Issuer: Bear Stearns ARM Trust 2005-3

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

Issuer: Bear Stearns ARM Trust 2005-4

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

Issuer: Bear Stearns ARM Trust 2005-6

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

Issuer: Bear Stearns ARM Turst 2005-1

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


BH S&B: Workers File Class Action Pursuant to WARN Act
------------------------------------------------------
Steve & Barry's Bankruptcy News reports that Michael Guippone and
other former employees of BH S&B Holdings LLC, BHY S&B
Intermediate Holdco LLC, Bay Harbour Management LC, and York
Capital Management, filed a class action against BH S&B, et al.,
for alleged termination without cause.

According to the report, Jack Raisner, Esq., at Outen & Golden,
LLP, in New York, relates that Mr. Guippone and the other
employees, who were terminated as part of a mass layoff on
November 17, 2008, were not provided 60 days advance written
notice of their termination, as required by the Worker Adjustment
and Retraining Notification Act.  Mr. Guippone and the other
complainants seek to recover 60 days wage benefits pursuant from
BH S&B.  The action is pending in the United States Bankruptcy
Court for the Southern District of New York.

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

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

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

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

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

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

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

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

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


BLUEGREEN CORP: S&P Junks Rating From 'B' on Liquidity Concerns
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Boca Raton, Florida-based Bluegreen Corp. to 'CCC' from 'B'.  At
the same time, S&P removed the rating from CreditWatch, where it
was placed with negative implications on Nov. 3, 2008.  The rating
outlook is negative.

"The downgrade reflects S&P's concerns around the company's
liquidity position," said Standard & Poor's credit analyst Liz
Fairbanks, "and its ability to generate sufficient cash to meet
obligations in the near-to-intermediate term."  Management has
announced a plan to wind down operations to conserve cash and meet
obligations in 2009.  "However," added Ms. Fairbanks, "we believe
that there are risks to the execution of this plan in the current
environment, and the new rating reflects these concerns."


BOSCOV'S INC: Penn. Governor Pledges $35 Mil. for Bankruptcy Exit
-----------------------------------------------------------------
Bankruptcy Law360 says Pennsylvania Gov. Ed Rendell (D) and two
cities in the state pledged more than $40 million in aid to the
consortium of Albert Boscov and Edwin Lakin, which is seeking to
acquire substantially all of the assets of Boscov's Inc. and its
affiliates.  American Bankruptcy Institute relates that the
Pennsylvania governor offered $35 million in state-guaranteed
federal loans to help Boscov's Inc. exit bankruptcy.

The United States Bankruptcy Court for the District of Delaware
has approved the company's sale agreement with a family group led
by Messrs. Boscov and Lakin.  The transaction is expected to close
shortly.

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

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

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

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

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


BOSTON GENERATING: S&P Pares Rating on $1.13 Bil. Loan to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Boston Generating LLC's $1.13 billion first-lien term bank loan,
the $250 million first-lien letter of credit, both due 2013, and
the $70 million first-lien revolver due in 2011 to 'B-' from 'B'.
The '1' recovery rating on these facilities is unchanged. At the
same time, S&P lowered the rating on the $350 million second-lien
term bank loan due 2014 to 'CCC' from 'CCC+', and the '4' recovery
rating on the loan is unchanged.  The outlook is negative.

The downgrade is driven by S&P's expectations of a lower cash flow
generation from the project, meaning the company must rely more on
the post-closing contingency account to meet any shortfalls in the
leverage covenant ratio requirements.  If this trend continues,
then S&P is anticipating that the PCCA may be depleted as early as
second-quarter 2009.  S&P's revised lower near term cash flow
expectation is primarily due to: Significant reduction in dispatch
of the Mystic 7 power plant, reported on Oct. 15.  This is
expected to continue or even deteriorate through 2009 depending on
the relative differential between oil and gas prices; Lower net
energy margins from all facilities due to overnight losses are
expected to continue, but at a reduced level given the decline in
fuel prices; A major forced outage at the Fore River facility on
Oct. 20, 2008 that has reduced the facility's capacity by half.
The project expects the affected turbine is to return to service
in February 2009.  The business-interruption insurance policy
triggers after 90 days from the outage; and Costs associated with
the Regional Greenhouse Gas Initiative starting in 2009 that are
not a pass-through to the project under the hedge.

Longer term challenges to cash flow and refinancing risk in 2013
include lower capacity prices continuing through mid-2012.  The
next auction is in December 2008 for the forward capacity market
capability period May 2011 through April 2012.

The negative outlook on Boston Gen reflects S&P's concern that
financial performance may continue to deteriorate.  S&P could
lower ratings further if the project indicates in its third-
quarter results (expected to be announced on Nov. 25) that net
energy margins will be lower than expected in the near term,
putting greater pressure on liquidity and/or if the FCM auction
prices in December continue to yield below the floor price of
$4.50 per kilowatt-month that will adversely impact the
refinancing risk in 2013.  Prospects for an outlook revision to
stable in the near term are unlikely given the dwindling liquidity
and that the FCM is fixed through May 2011.


BROWARD COUNTY: Moody's Cuts 2007C Revenue Bonds' Rating to 'Ba3'
-----------------------------------------------------------------
Moody's has downgraded the rating assigned to the Broward County
Housing Finance Authority, Single Family Mortgage Revenue Bonds,
Series 2007C to Ba3 from Baa2 and removed the bonds from Watchlist
for Possible Downgrade.  The downgrade and removal from Watchlist
for Possible Downgrade of the 2007C bonds is based on a review of
the second mortgage loans securing the 2007C bonds.  The outlook
is stable.

Moody's decision to downgrade the rating on the 2007C bonds was
based on the struggling housing market in the Ft. Lauderdale MSA
and the credit characteristics of the second mortgage pools for
the bonds.  All of the second mortgages were issued in connection
with the issuance of a first mortgages that were guaranteed by
either Fannie Mae, Freddie Mac or GNMA-all of which have strict
underwriting guidelines-and securitized into Mortgaged Backed
Securities.  As a result, the credit characteristics of the second
mortgagees are more similar to Prime borrowers.

However, the small number of second mortgages that have originated
to date, the fact that many of the mortgages have been originated
within the last two years, the uncertainty around the expected
performance of the second mortgages, and the ongoing housing price
declines in the Ft. Lauderdale area are not compatible with a
rating at the Baa2 level.  Although the mortgage pool supporting
the bonds is experiencing a very low delinquency rate, Moody's
could not rely on default projections that are based on current
experience, given the struggling area's housing market.

                              Outlook

The stable outlook is predicated on the high number of
delinquencies the Series 2007C bonds can withstand before a
default.


CAIRN MEZZ: Moody's Downgrades Ratings on Five Classes of Notes
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
of notes issued by Cairn Mezz ABS CDO I PLC.  The notes affected
by this rating action are:

Class Description: $55,000,000 Class II Senior Floating Rate Notes
Due 2046

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: C
  -- Prior Rating Action Date: May 29, 2008

Class Description: $49,000,000 Class III Senior Floating Rate
Notes Due 2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: C
  -- Prior Rating Action Date: May 29, 2008

Class Description: $11,000,000 Class IV Senior Floating Rate Notes
Due 2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: C
  -- Prior Rating Action Date: May 29, 2008

Class Description: $13,000,000 Class V Mezzanine Floating Rate
Deferrable Notes Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: May 29, 2008

Class Description: $19,000,000 Class P Combination Notes Due 2046

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: C
  -- Prior Rating Action Date: May 29, 2008

Cairn Mezz ABS CDO I PLC is a hybrid collateralized debt
obligation backed primarily by a portfolio of RMBS securities CDO
securities and synthetic securities in the form of credit default
swaps.  Reference obligations for the credit default swaps are
RMBS and CDO securities.

The transaction experienced, as reported by the Trustee, an event
of default on Sept. 24, 2008, caused by a failure of the
Supersenior Coverage Ratio to be greater than or equal to 105 per
cent, as described in Condition 9(a)(iv) of the Terms and
Conditions of the Notes dated Sept. 7, 2006.  This event of
default is still continuing.

As provided in Article 7 of the Trust Deed during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.  In this regard the Trustee reports that the
Controlling Class directed the Trustee to declare the principal of
and accrued and unpaid interest on the Notes to be immediately due
and payable.  Furthermore, according to the Trustee, the
Controlling Class directed the Trustee to sell and liquidate the
Collateral in accordance with relevant provisions of the Trust
Deed.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.


CAREFREE MULE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Carefree Mule Train Ventures, L.L.C.
        160 Sansome St. 11th Floor
        San Francisco, CA 94104

Bankruptcy Case No.: 08-16838

Chapter 11 Petition Date: November 21, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: Eric Slocum Sparks PC
                  eric@ericslocumsparkspc.com
                  110 S. Church Ave. No. 2270
                  Tucson, AZ 85701
                  Tel: (520)623-8330
                  Fax: 520-623-9157

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $50,000,001 to $100,000,000

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tiburon Capital Corp.            Loan              $46,878,730
160 Sansome St.

11th Floor

San Francisco, CA 94104


West Paces Hotel Group, LLC      Trade Debt           $179,813
3384 Peachtree Rd.

Atlanta, GA 30326


PSAV Presentation Services       Trade Debt           $120,247
23918 Network PL

Chicago, IL 60673


Shamrock Foods Co.                Trade Debt          $113,744

United Health Care Ins.           Trade Debt          $104,077

Five Diamond Hotel Laundry, LLC   Trade Debt           $48,316

Tig Global, LLC                   Trade Debt           $44,252

Winston Financial Group, Inc.     Trade Debt           $43,551

Talent Plus, Inc.                 Trade Debt           $30,809

Virtual Agent Services, Inc.      Trade Debt           $21,042

Casa Madrona Hotel SPA            Trade Debt           $19,798

Stephen Herbstman, CPA            Trade Debt           $17,800

Arizona Dept of Revenue           Taxes                $16,770

Flachman Communications, LLC      Trade Debt           $16,471

Palm Cottage Creative, LLC        Trade Debt           $16,189

Stern Produce                     Trade Debt           $14,062

USFI Marketing Communications     Trade Debt           $13,650


AEL Financial Trade               Debt                 $11,555

Textron Financial                 Trade Debt           $11,253

Starcite, Inc.                    Trade Debt           $11,234


CEMEX SAB: Fitch Corrects Rating Release to Include Rinker IDR
--------------------------------------------------------------
Cemex's ratings were downgraded by Fitch Ratings on Oct. 31, 2008.
In that press release, the downgrade and withdrawal of the Rinker
IDR was omitted.  Fitch issued an amended press release to include
that rating action:

Fitch Ratings has downgraded these ratings of Cemex, S.A.B. de
C.V. and related entities:

  -- Cemex foreign currency Issuer Default Rating to 'BB+' from
     'BBB-';

  -- Cemex local currency IDR to 'BB+' from 'BBB-';

  -- Cemex Espana S.A. (Cemex Espana) IDR to 'BB+' from 'BBB-';

  -- Senior unsecured debt obligations of Cemex and Cemex Espana
     to 'BB+' from 'BBB-';

  -- Rinker Materials Corporation $150 million senior unsecured
     notes due 2025 to 'BB+' from 'BBB-';

  -- Cemex long-term national scale rating to 'AA-(mex)' from
     'AA+(mex)';

  -- Cemex short-term national scale rating to 'F1(mex)' from
     'F1+(mex)';

The Rating Outlook is Negative.

In addition to this action, these ratings have been downgraded and
withdrawn:

  -- Rinker Group Limited (Rinker) Long Term IDR to 'BB+' from
     'BBB-';

  -- Rinker Short Term IDR to 'B' from 'F3'.

The rating actions reflect weaker than expected operating results
and higher leverage levels than previously anticipated due to
economic weakness in most of the company's important markets.
Additionally, adverse market conditions have slowed the pace of
the company's divestiture program and should continue to make this
process challenging over the next year.  Further incorporated into
the ratings is Cemex's reduced liquidity position, with the
company facing significant maturities during 2009 amid a difficult
credit market, resulting in increased refinancing risk.

The ratings also consider the company's strong global business
position as an integrated cement player, robust cash flow
generation ability and good geographic diversification, with a
presence in over 50 countries.

While the company has been able to reduce debt by close to $3
billion since the Rinker acquisition, leverage remains higher than
originally anticipated.  At Sept. 30, 2008, Cemex had total
adjusted debt of $23.3 billion.  Adjusted debt includes total debt
plus perpetual debt and operating leases; considering annual
estimated EBITDAR of $4.9 billion, the total adjusted debt to
EBITDAR ratio is 4.8 times (x), still high for the rating
category.  While the company should continue to focus its efforts
on debt reduction, prevalent weak operating market conditions in
its main markets, as well as revised economic growth prospects for
most of the regions in which it operates should result in a slower
than expected pace of deleveraging for the company.

Fitch's ratings incorporate the recent measures announced by the
company that are focused on increasing free cash flow generation.
Cemex recently announced a cost cutting program that will provide
$500 million in recurrent annual savings, starting in 2009.  The
company has also reduced its capital expenditure program for 2009
to $845 million, coming down from $2 billion in 2008 and has
targeted additional assets to divest.  These measures should
provide additional free cash flow to be used towards debt
repayment.

Cemex's liquidity position is tight, as the company faces
maturities of $5.7 billion during 2009.  Of this figure,
$3 billion consist of a syndicated loan related to the Rinker
acquisition which matures in December 2009.  The company has
started negotiating with its main banks, and has closed
commitments totaling close to $1.3 billion to extend the maturity
until December 2010.  The remaining $2.6 billion in maturities in
2009 are spread throughout the year and consist of $310 million of
Certificados Bursatiles issued in the local capital markets and
$2.3 billion in bank debt.  Additionally, the recent volatility in
currencies resulted in mark-to-market losses on derivatives
instruments held by the company totaling $711 million as of
Oct. 14, 2008.  Cash posted on margin calls totaled $445 million;
further margin calls are limited as the company has unwound most
of its cross currency swaps positions related to its peso
denominated debt and all of its capital hedge position. Cash
available at this date was $630 million.

CEMEX is the third-largest cement producer in the world based on
production capacity of approximately 97 million metric tons and
operates in more than 50 countries.  The company is also the
global leader in the ready mix concrete market with sales of over
80.5 million cubic meters and an important global player in the
aggregates business with sales of 222.7 million tons.  In 2007,
the company's net revenues and EBITDA reached $21.7 billion and
$4.6 billion, respectively.  Pro forma including full year results
from Rinker, EBITDA reached $5.1 billion.  CEMEX's U.S. operations
generated 32% of consolidated EBITDA followed by the Mexico with
24% and Spain with 11%.


CENTER CUT: Moody's Changes Outlook to Negative & Keeps B3 Ratings
------------------------------------------------------------------
Moody's Investors Service changed Center Cut Hospitality, Inc.'s
rating outlook to negative from stable, expecting the company's
operating and credit metrics would likely deteriorate materially
in the next 12-18 months given the accelerating negative pressures
within the white table cloth segment of the restaurant industry,
as consumer and business spending is being rationalized.

Concurrently, the company's B3 corporate family rating and
probability of default, B2 rating on the senior secured facilities
and SGL-3 Speculative Grade Liquidity rating were affirmed.

In Moody's opinion, the current adverse economic conditions would
likely continue to pressure the white-table-cloth sector
particularly, which appears to be relatively more vulnerable to a
protracted economic downturn, evidenced by its above average same
store sales declines in recent months.  Although Center Cut has
generally fared better than other high-end steakhouse concepts so
far in 2008, it registered the first company-wide quarterly
negative same store sales recently in many years in part due to
significant cut-backs in business spending and/or customers
trading-down.  While recognizing the company's proactive effort in
scaling back growth capital spending as well as in managing cost,
these initiatives could be overshadowed by the mounting negative
trends which exhibited signs of acceleration recently, leading to
a potential sharp deterioration in debt protection measures in the
coming year.

In addition, Moody's expects that the company will need to grow at
steady pace to remain competitive.  The company's inability to
execute its expansion strategy as previously outlined could
ultimately lead to declines in net sales and EBITDA as well as
uncertain covenant compliance over the next twelve to eighteen
months.  Downward rating pressure could build if the company's
same store sales and operating margin eroded for an extended
period of time, leverage increased in excess of 7.0x, and/or
EBITA/Interest coverage fell below 1.5x.

Center Cut's B3 corporate family and probability of default rating
continue to incorporate the company's small size, geographic
concentrations, limited conceptual diversification, and high
leverage, as well as the risks associated with the company's
expansion strategy.  Mitigating these factors are the company's
solid operating margins, sizable average unit volumes, and sound
interest coverage metrics.

The liquidity rating of SGL-3 rating reflects Moody's expectation
that Center Cut would likely have adequate liquidity in the next
twelve months, supported by its anticipated internal cash
generation if it can pare-back capital spending as planned,
minimal short-term debt amortization/maturity, and adequate
borrowing capacity under its revolving credit facility.  However,
given the company's recent total comparable store sales trends
coupled with a reduction in new store openings, Moody's cautions
that the company's liquidity could face significant pressure over
the next twelve months if EBITDA erodes precipitously in face of
the contractual tightening financial covenants.  The company's SGL
could be downgraded to SGL-4, if a covenant violation were to
occur.

These ratings are affected:

  -- Corporate Family Rating: affirmed at B3

  -- Probability of Default Rating: affirmed at B3

  -- $20 million senior, secured revolving credit facility:
     affirmed at B2 (LGD-3, 37%)

  -- $110 million senior, secured revolving credit facility:
     affirmed at B2 (LGD-3, 37%)

  -- Speculative Grade Liquidity Rating: affirmed at SGL-3

Ratings outlook was changed to negative.

Moody's last rating action on Center Cut was on Aug. 8, 2007 when
the B3 CFR was assigned for the first time.

Center Cut hospitality, Inc., headquarter in Wichita Kansas, is an
owner and operator 24 white table cloth steakhouse and seafood
restaurants located throughout the United States under the names
Del Frisco's Double Eagle Steak House and Sullivan's Steakhouses.
For the trailing twelve months ended Sept. 2, 2008 the company's 7
Del Frisco's locations and 17 Sullivan's generated approximately
$176 million in revenue.


CHISWELL STREET: Moody's Junks Ratings on Seven Classes of Notes
----------------------------------------------------------------
Moody's Investors Service downgraded its ratings on these notes
issued by Chiswell Street Finance Limited:

Class Description: EUR 30,000,000 Class A (Senior) Floating Rate
Credit-Linked Notes

  -- Prior Rating: A1, on review for possible downgrade
  -- Prior Rating Date: June 5, 2008
  -- Current Rating: Ca

Class Description: EUR 30,000,000 Class A Floating Rate Credit-
Linked Notes

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: June 5, 2008
  -- Current Rating: Ca

Class Description: EUR 26,400,000 Class B Floating Rate Credit-
Linked Notes

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: June 5, 2008
  -- Current Rating: Ca

Class Description: EUR 25,600,000 Class C Floating Rate Credit-
Linked Notes

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: June 5, 2008
  -- Current Rating: Ca
Class Description: EUR 10,400,000 Class D Floating Rate Credit-
Linked Notes
  -- Prior Rating: Caa1, on review for possible downgrade
  -- Prior Rating Date: June 5, 2008
  -- Current Rating: Ca

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

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Prior Rating Date: June 5, 2008
  -- Current Rating: Ca

Class Description: EUR 5,600,000 Class F Floating Rate Credit-
Linked Notes

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: June 5, 2008
  -- Current Rating: Ca

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio which consists of (i) structured finance securities, a
portion of which are lowly-rated assets, such exposure being
significant relative to the credit enhancement of the rated notes
and (ii) corporate securities including but not limited to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on Sept. 15, 2008 and Washington

Mutual Inc., which was seized by federal regulators on Sept. 25,
2008 and subsequently virtually all of its assets were sold to
JPMorgan Chase.


CHRYSLER LLC: Obama Team Denies Explore Prepack Bankruptcy
----------------------------------------------------------
Bankruptcy Law360 reports that President-elect Barack Obama's
transition team has reportedly said it is not exploring a
prepackaged bankruptcy plan for the automakers.

According to the report, officials from Obama's team quickly
denied reports that surfaced Friday morning that the transition
team had contacted at least one bankruptcy law firm to discuss a
prepackaged deal.

American Bankruptcy Institute says the Obama transition team is
exploring a swift, prepackaged bankruptcy for automakers as a
possible solution to the industry's financial crisis.

ABI says the Detroit Three's troubles may affect the financial
sector.  Citing a Wall Street Journal report, ABI notes that the
automakers owe more than $100 billion to their bankers and
bondholders, and Wall Street is starting to wonder how much of
that will be paid back.

As reported by the Troubled Company Reporter on November 19, 2008,
Siobhan Hughes at Dow Jones Newswires said Chrysler CEO Robert
Nardelli said his company wants $7 billion of the requested $25
billion in emergency funding from the government.

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

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

                   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.


CHRYSLER LLC: May Ask Congress for Measures That Would Spur Demand
------------------------------------------------------------------
John D. Stoll and Monica Langley at The Wall Street Journal report
that General Motors Corp., Ford Motor Co., and Chrysler LLC might
ask the Congress to take measures to spur consumer demand, in
addition to a $25 billion bailout.

Tom Krisher at The Associated Press reports that the Congress has
asked GM, Chrysler, and Ford Motor Co. to show how they would
ensure that:

     -- the government would be reimbursed,

     -- the government would get a share in future profits,

     -- how the companies would stop dividend payments,

     -- how the companies would stop lavish executive pay
        packages,

     -- how the companies would meet fuel-efficiency standards,
        and

     -- how the companies would address their health care and
        pension obligations to workers.

GM CEO Rick Wagoner told the press on Thursday that GM has already
shared a detailed plan confidentially with the Bush administration
and key staffers in Washington.  "Historically, things like your
future product plans, technology plans and financial plans would
be competitively sensitive information, and so for a variety of
reasons, we wouldn't be sharing that publicly," The AP quoted
Mr. Wagoner as saying.

According to WSJ, concern is rising in Detroit that it will be
difficult to show lawmakers how Ford Motor, GM, and Chrysler can
return to profitability with sales at their current depressed
level.  WSJ quoted an executive at one of the auto companies as
saying, "There is no way any car company can make money at the
current demand level.  The government has to get credit flowing so
that the market goes back to at least 14 million to 15 million
[vehicles].... We can figure out how to survive at that level."

WSJ reports that a spokesperson for Sen. Charles Schumer said that
the official will:

     -- ask the Federal Reserve to make financing available for
        the auto companies' lending arms, which would allow them
        to offer more auto loans; and

     -- also ask the Treasury to speed approval of GMAC LLC's
        request to become a bank holding company.

Auto dealers and a few members of the Congress called for tax
incentives or other measures designed to improve car buying, WSJ
reports.  Michigan Gov. Jennifer Granholm said that she is working
with the auto makers to come up with a "definitive plan" to
present to Congress on Dec. 2, which is also the deadline for Ford
Motor, GM, and Chrysler to present their business plans.

One way of getting help from TARP would be to have banks that get
some of the $700 billion bring financing to GM, Ford Motor, and
Chrysler, or provide those companies with short-term loans to keep
them from running short of cash, WSJ relates, citing
Gov. Granholm.

                Need for More Cost Cutting Measures

GM and Chrysler must implement drastic spending cuts, to ensure
their companies live long enough to use any loans they get, The AP
states, citing industry analysts and bankruptcy experts.

According to The AP, GM and Chrysler face huge expenses and a lack
of revenue, as car buyers are having trouble getting financing or
are delaying big purchases due to uncertainty about their jobs.
Citing experts, the report says that inside the headquarters of GM
and Chrysler, teams are likely to be seeking ways to reduce
expenses any way they can, including delays in new investments.

The AP relates that GM said on Friday that it is canceling its
traditional holiday party for the media, and will replace that
party with a $5,000 donation to a journalism scholarship fund.
Chrysler CEO Bob Nardelli said that the company has a cash
committee that scrutinizes requests every week, according to the
report.

Lawmakers, says The AP, also criticized Chrysler and GM's high
labor costs and the jobs bank, in which laid-off employees get 95%
of their pay plus benefits even though they aren't working.
According to The AP, the United Auto Workers said that it already
cut the jobs bank and placed time limits on it in new contracts
signed with the firms in 2007.  The report states that more than
3,500 employees are still getting paid for not working, and that
number will increase as the companies continue layoffs.

GM should seek help from the United Auto Workers union, The AP
reports, citing Northeastern University corporate turnaround
professor Harlan Platt.  "The bank right now is the union, and
they're going to have to give up something in the near term so
they have something very valuable in the long term," the report
quoted Mr. Platt as saying.

The AP relates that UAW President Ron Gettelfinger said on
Thursday that the union is at the bargaining table already and
that it "would welcome all the other stakeholders to the table to
make some concessions."

Citing a source familiar with the matter, WSJ says that GM is
negotiating some of its financial obligations, including terms of
debt and money it owes to UAW.  According to the report, the
source said that GM's board is open to considering all options for
GM's survival and will be meeting several times this week.  Ford
motor and Chrysler executives said on Sunday that they are also
developing plans, the report states.

John D. Stoll and Sharon Terlep at WSJ relates that, as part of a
drive to cut $15 billion in costs, GM is not even keeping its 562
wall clocks in working order, now stops escalators at its
Renaissance Center headquarters at 7 p.m., has changed the type of
wipe-up towels it buys, used cheaper pencils, and eliminated voice
mail in the plants, the report states.

According to The AP, GM said on Friday that it would extend
holiday shutdowns and make other production cuts at five North
American factories.  GM also accelerated the closure of a truck
plant in Ontario, the report says.  GM and Chrysler, WSJ relates,
have stopped or slowed work on new vehicles to cut development
expenditures, and didn't hold news conferences at the Los Angeles
Auto Show last week.

WSJ reports that Ford Motor said earlier this month that it will
lay off about 10% of its North American salaried work force, and
cut its capital spending, manufacturing, information-technology,
and advertising costs.

GM won't be giving out in 2009 its "Mark of Excellence" awards to
its top-selling dealers, and has cut the fleet of cars for
reporters to test drive, WSJ states.

             Suppliers May Demand Cash on Delivery

Dow Jones Newswires relates that three major auto suppliers --
which provide GM with everything from brakes to entertainment
systems -- said on Thursday that the company may have to pay cash
on delivery for parts if it fails to secure government bailout.
According to Dow Jones, GM already acknowledged the threat of
suppliers switching to cash on delivery from the traditional 60-
to 90-day payment terms.

Dow Jones quoted an official at one supplier as saying, "No one
wants [cash on delivery], but we have to protect ourselves at this
point.  We have other customers that need products and we have to
pay our people to keep our plants open."

According to Dow Jones, GM Chief Financial Officer Fritz Henderson
said in a conference call, "We've not seen [cash on delivery] in
any substantive way, and we'll just have to continue to work with
them."

               Ellen J. Kullman May Leave Board

Joann S. Lublin at The Wall Street Journal reports that DuPont Co.
directors have asked the company's CEO Ellen J. Kullman to quit
her post at General Motors Corp.'s board before the agreed June
2009 deadline.

DuPont wants Ms. Kullman to leave GM sooner because she "lacks
time to breathe," WSJ states, citing a source.  Ms. Kullman had
agreed to resign from GM's board when DuPont directors named her
as the company's CEO.  MarketWatch reported in September 2008 that
Ms. Kullman was elected CEO as of Jan. 1.

According to WSJ, a GM spokesperson said that the company's
directors are meeting several times a week by phone as the company
seeks financial aid from the government, among other options.

                   About Chrysler LLC

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

                      *     *     *

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

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


CITIGROUP: Gets Government Backing on $306-Bil. in Risky Assets
---------------------------------------------------------------
The U.S. government entered into an agreement with Citigroup,
Inc., late Sunday to provide a package of guarantees, liquidity
access and capital.

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

In addition, Treasury will invest $20 billion in Citigroup from
the Troubled Asset Relief Program in exchange for preferred stock
with an 8% dividend to the Treasury.  Citigroup will comply with
enhanced executive compensation restrictions and implement the
FDIC's mortgage modification program.

In a joint statement, Treasury, the Federal Reserve and the FDIC
said the U.S. government is committed to supporting financial
market stability, which is a prerequisite to restoring vigorous
economic growth.  With the Citigroup transactions, the U.S.
government is taking the actions necessary to strengthen the
financial system and protect U.S. taxpayers and the U.S. economy.

According to the terms of the deal, the government's guarantee
will be in place for 10 years for residential assets, five years
for non-residential assets.  Citigroup will absorb all losses in
the portfolio up to $29 billion -- in addition to existing
reserves.  Any losses in portfolio in excess of that amount are
shared the government -- 90% -- and Citigroup -- 10%.

Treasury will pick up the second loss of up to $5 billion via the
TARP.  The FDIC will take the third loss of up to $10 billion.

Other salient terms of the government's guaranty are:

Financing:          Federal Reserve funds remaining pool of
                    assets with a non-recourse loan, subject to
                    Citigroup's 10% loss sharing, at a floating
                    rate of OIS plus 300bp. Interest payments
                    are with recourse to the institution.

Fee for Guarantee
Preferred Stock:    Citigroup will issue $7 billion of preferred
                    stock with an 8% dividend rate; $4 billion
                    of preferred will be issued to Treasury;
                    $3 billion will be issued to the FDIC.

Management of
Assets:             The government will provide Citigroup with a
                    template to manage guaranteed assets.  The
                    template will include the use of mortgage
                    modification procedures adopted by the FDIC,
                    unless otherwise agreed.

Risk Weighting:     Citigroup will retain the income stream from
                    the guaranteed assets. Risk weighting for
                    assets will be 20%.

Dividends:          Citigroup is prohibited from paying common
                    stock dividends, in excess of $0.01 per
                    share per quarter, for three years without
                    Treasury's, the FDIC's and the Federal Reserve
                    Board's consent.

                    A factor taken into account for
                    consideration of the the government's consent
                    is the ability to complete a common stock
                    offering of appropriate size.

Executive
Compensation:       An executive compensation plan, including
                    bonuses, that rewards long-term performance
                    and profitability, with appropriate
                    limitations, must be submitted to, and
                    approved by, the the government.

The preferred securities to be issued by Citigroup will pay
cumulative dividends at a rate of 8% per annum.  Dividends will be
payable quarterly in arrears on Feb. 15, May 15, Aug. 15, and Nov.
15 of each year.  The securities may be redeemed in stock or cash,
as mutually agreed between Treasury and Citi.

Citi will also issue a warrant to Treasury for an aggregate
exercise value of 10% of the total preferred issued to the
government -- $2.7 billion.  The strike price will be equal to
$10.61 per share -- the 20-day trailing average ending on Nov. 21,
2008.  The warrants issued to the government are not subject to
reduction based on additional offerings.  The term of the warranty
is 10 years, immediately exercisable, in whole or in part.

                   U.S. Gov't to Take 7.8% Stake

Dow Jones reports that Citigroup Chief Financial Officer Gary
Crittenden said the U.S. government's plan to buy shares of Citi
would limit it to a 7.8% ownership stake in the banking giant.

Mr. Crittenden acknowledged that the deal provides that Citi will
absorb the first $29 billion of loan losses in $306 billion in
troubled assets, and that after those losses the government would
take 90% of the remaining assets and Citi would take 10%.  "We
think that's a very remote event," he said, however.

         U.S. Stocks Climb on Citigroup Gov't Loan Backing

Bloomberg News reports that U.S. stocks climbed for a second day
after the government said it will guarantee $306 billion of
Citigroup's assets and Democratic lawmakers pledged to pass an
economic stimulus package by January.  The Standard & Poor's 500
Index added 2.9 percent to 823.54 at 10:11 a.m. in New York, its
first back-to-back gains this month.

The report adds that Citigroup, which lost more than 60% of its
market value last week, rebounded 52% after the Treasury
Department also agreed to inject $20 billion into the bank.

The price of Citigroup shares fell more than 50% last week from
$8.89 to $3.77.  According to The Wall Street Journal, investors
are worried that assets from Citigroup's off-balance-sheet units -
- which hold about $1.23 trillion, some of which are tied to
mortgages -- could cause heavy losses if they are on Citigroup's
balance sheet.  As of Sept. 30, 2008, Citigroup has $2 trillion in
loans, securities, and other assets on its balance sheet, the
report states.

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


COBESKILL BUSINESS: Pyramid Brokerage Eyes Guilford Mill
--------------------------------------------------------
James Schlett at Dailygazette.com reports that Pyramid Brokerage
Co. is considering Cobleskill Business Park, LLC's former Guilford
Mills South Plant for a warehousing operation.

According to Dailygazette.com, Pyramid Brokerage is a Kingston
commercial real estate firm hired by Crate Services to look for a
200,000-square-foot space in the Cobleskill area.  Crate Services,
court documents say, is a contractor for Wal-Mart.

Dailygazette.com relates that a representative of Pyramid
Brokerage already received a tour of the mill.  According to the
report, Pyramid Managing Director and Principal Broker Steve
Perfit sent a letter to Cobeskill Business owner Philip Rahaim on
Nov. 19, 2008, saying that the company wants to "proceed lease
negotiations immediately."  Crate Services, says the report, wants
to occupy the facility around Dec. 1, 2008, and expand the space
at the mill to 400,000 square feet around Jan. 1, 2009.

Mr. Perfit said that the deal is "in the preliminary stages" and
lease negotiations have not started, Dailygazette.com relates.
Pyramid Brokerage is also considering another site, the report
states, citing Mr. Perfit.

Cobleskill Business was scheduled to file a reorganization plan on
Friday, according to Dailygazette.com.  The company asked the Hon.
Robert Littlefield of the U.S. Bankruptcy Court for the Northern
District of New York to extend the deadline for filing a Chapter
11 disclosure statement and plan to Feb. 19, 2009,
Dailygazette.com reports.  Cobleskill Business submitted
Mr. Perfit's letter as evidence that it is "close to a lease which
will allow it to propose a plan for a 100 percent repayment," says
Dailygazette.com.

Cobleskill Business filed for bankruptcy protection before a
deadline to pay $1.3 million in delinquent taxes, according to
Dailygazette.com.  The report says that Cobleskill Business was in
danger of losing the mill to a Schoharie County foreclosure
action.  Mr. Rahaim has spent the past four years rehabilitating
the former lace mill, which closed in 2001, the report states.

Cobleskill, New York-based Cobleskill Business Park, LLC, owns and
manages industrial real estate.  The company filed for Chapter 11
protection on April 28, 2008 (Bankr. N. D. N.Y. Case No. 08-
11304).  Richard L. Weisz, Esq., at Hodgson Russ LLP, represents
the company in its restructuring effort.  The company listed
assets of $5,950,209 and debts of $1,978,823.


COMPTON PETROLEUM: Moody's Cuts Corporate Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service lowered Compton Petroleum Corporation's
corporate family rating to B2 from B1, and its senior unsecured
rating to B3 (LGD5, 73%) from B2.  At the same time, Compton's
rating outlook was changed to negative.  The lowering of the
rating and change in outlook reflects Compton's reduced production
base, continued high capital expenditures necessary to sustain
current production levels, which deprives the company from
producing free cash flow even during periods of robust natural gas
prices, uncertainty associated with the strategic direction of the
company, and a weakened operating cost profile.  In July 2008
Compton announced that it had commenced a process to find a buyer
for all of its outstanding common shares.  Compton terminated the
sales process in November citing difficult financial and credit
market conditions and has decided to continue as an independent
entity.

Compton's B2 corporate family rating reflects the company's small
size and scale, the concentration of its operations in
unconventional natural gas resource plays in Southern Alberta, a
declining production base that necessitates continuous drilling
and high capex commitments, high leverage relative to its
production base, the risks associated with its high growth
strategy, and high full-cycle costs.  The rating is supported by
the company's reserve base and significant direct control of both
reserves and gas processing infrastructure.

Downgrades:

Issuer: Compton Petroleum Corporation

  -- Probability of Default Rating, Downgraded to B2 from B1
  -- Corporate Family Rating, Downgraded to B2 from B1

Issuer: Compton Petroleum Finance Corporation

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
     from B2

Upgrades:

Issuer: Compton Petroleum Finance Corporation

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD5,
     73% from LGD5, 75%

Outlook Actions:

Issuer: Compton Petroleum Corporation

  -- Outlook, Changed To Negative From Developing

Issuer: Compton Petroleum Finance Corporation

  -- Outlook, Changed To Negative From Developing

Moody's last rating action on Compton was to place change its
outlook to developing on July 3, 2008 when the company announced
that it had commenced a process to find a buyer for all of its
outstanding common shares.

Headquartered in Calgary, Alberta, Compton Petroleum Corporation
had revenues of C$398 million in 2007.


CSAM FUNDING: Moody's Downgrades Ratings on Four Note Classes
-------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by CSAM
Funding IV:

Class Description: $16,500,000 Class C-1 Floating Rate Notes Due
2016

  -- Prior Rating: Baa2
  -- Prior Rating Date: June 14, 2004
  -- Current Rating: Baa3

Class Description: $7,500,000 Class C-2 Fixed Rate Notes Due 2016

  -- Prior Rating: Baa2
  -- Prior Rating Date: June 14, 2004
  -- Current Rating: Baa3

Class Description: $6,750,000 Class D-l Floating Rate Notes Due
2016

  -- Prior Rating: Ba1
  -- Prior Rating Date: June 14, 2004
  -- Current Rating: Ba2

Class Description: $4,250,000 Class D-2 Fixed Rate Notes Due 2016

  -- Prior Rating: Ba1
  -- Prior Rating Date: June 14, 2004
  -- Current Rating: Ba2

According to Moody's, these rating actions are as a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of Senior Secured
Loans, including failure of the weighted average rating test and
exposure to assets maturing after the stated maturity of the
notes.


CUSTOM CONTRACTORS: May Employ James T. Wilson, Jr. as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia
granted Custom Contractors & Associates, Inc., authority to employ
James T. Wilson, Jr., Esq., of Augusta, Georgia, as its bankruptcy
counsel.

As the Debtor's counsel, Mr. Wilson is expected to represent the
Debtor in bankruptcy court, advise the Debtor of its legal powers
and duties in the operation and management of its business as a
debtor-in-possession, and prepare necessary answers, orders,
motions, adversary proceedings and other reports; and perform
other legal services necessary in connection with the Debtor's
bankruptcy case.

Mr. Wilson will be employed at $350 per hour subject to Court
approval.

Mr. Wilson assured the Court that he does not have any interest
adverse to the Debtor or its estate.

Headquartered in Martinez, Georgia, Custom Contractors and
Associates, Inc., filed for Chapter 11 relief on Aug. 28, 2008
(Bankr. S.D. Ga. Case No. 08-11806).  When the Debtor filed for
protection from its creditors, it listed assets and debts of
between $10 million and $50 million each.


DANA CORP: 6th Cir. Revives Securities Class Action
---------------------------------------------------
Bankruptcy Law360 reports that the Sixth Circuit Court of Appeals
vacated and remanded a lower court's dismissal of a securities
class action against two former officers of Dana Corp.  According
to the report, the Sixth Circuit held that the district court
didn't appropriately consider a recent Supreme Court decision when
dismissing the case.

The plaintiffs-appellants represent a class of investors who
purchased securities of Dana Corporation between April 21, 2004,
and October 7, 2005.  The class-action complaint alleges
violations of Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934, 15 U.S.C. Sections j(b) and 78t(a), and Rule 10b-5
promulgated thereunder by the Securities and Exchange Commission,
17 C.F.R. Section 240.10b-5.  The Plaintiffs allege that the
Defendants, two of Dana's chief corporate officers during the
Class Period, are responsible for a number of intentional or
reckless misstatements and material omissions which the Plaintiffs
allege were calculated to artificially boost Dana's stock price.

In its ruling, the Sixth Circuit cited the Supreme Court's
decision in Tellabs, Inc. v. Makor Issues & Rights, Ltd., ___
U.S. ___, 127 S. Ct. 2499 (2007).

A full-text copy of the Sixth Circuit's decision is available at
no charge at:

     http://www.ca6.uscourts.gov/opinions.pdf/08a0410p-06.pdf

                           About DANA

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60 million
vehicles annually.  Dana has facilities in China in the Asia-
Pacific, Argentina in the Latin-American regions and Italy in
Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
June 30, 2008, the Debtors listed $7,482,000,000 in total debts,
resulting in $2,979,000,000 in total shareholders' deficit.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer. -- pls. delete this,
Tar, kai not applicable na.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represens the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

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


DAWN CDO: S&P Downgrades Ratings on Class A and B Notes
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and B notes issued by Dawn CDO I Ltd., a cash flow
arbitrage static collateralized debt obligation of asset-backed
securities transaction.

The transaction has experienced negative migration in the credit
quality of its underlying collateral, which has weakened the
support available to sustain the prior rating on the class A
notes.  Standard & Poor's noted that although the class A notes
continue to pay down and are currently at 16.73% of their original
balance, the deterioration in credit quality has offset the
paydowns.  In addition, the class A/B overcollateralization ratio
was 22.27% according to the October 2008 trustee report, versus a
minimum requirement of 120%.  This compares with 35.46% reported
in September 2007, when S&P last downgraded the class B note.
Standard & Poor's notes that the trustee's overcollateralization
ratio includes severe credit quality haircuts.

Standard & Poor's also notes that the class A notes have a
financial guarantee insurance policy issued by Syncora Guarantee
Inc. (formerly known as XL Capital Assurance Inc.), which was
downgraded to B/Watch Dev/-- on Nov. 18, 2008.

                          Ratings Lowered

                          Dawn CDO I Ltd.

                                   Rating
                                   ------
                Class       To              From
                -----       --              ----
                A           BB              A-
                B           CCC-            CCC+

     Transaction Information
     -----------------------
     Issuer:              Dawn CDO I Ltd.
     Co-issuer:           Dawn CDO I Inc.
     Underwriter:         Credit Suisse First Boston
     Trustee:             Wells Fargo Bank N.A.
     Transaction type:    CDO of ABS

     Tranche                      Prior              Current
     Information                  Downgrade          Action
     Date (MM/YYYY)               September 2007     November 2008
     --------------               --------------     -------------
     Cl A note rating             AAA                BB
     Cl B note rating             CCC+               CCC-
     Cl A note balance (mil. $)   51.80              25.67
     Cl B note balance (mil. $)   28.7               28.7
     Cl A/B OC ratio (%)          35.46              22.27
     Cl A/B OC ratio minimum (%)  120.0              120.0

     OC - Overcollateralization.

     Industry/Asset Type Breakdown (greater than 5%)
     (Based on October 2008 trustee report)
     -----------------------------------------------
     CDO                                      28.54%
     Manufactured housing                     23.85%
     ABS commercial                           21.21%
     RMBS subprime                            10.40%
     CMBS diversified                          8.01%


DELPHI CORP: Wants to Defer GM Deal and DIP Hearing to Dec. 1
-------------------------------------------------------------
Delphi Corp. asked the U.S. Bankruptcy Court for the Southern
District of New York at the monthly omnibus hearing to defer
completing the hearings on Delphi's GM Arrangement Second
Amendment Agreement Approval Motion and Debtor-In Possession
Accommodation Motion until Dec. 1, 2008, pending further
discussions among Delphi, GM and the Administrative Agent for the
DIP Lenders.

Delphi filed both motions with the Bankruptcy Court on Nov. 7,
2008.  The DIP Accommodation Motion seeks authority to continue
use of the proceeds from its DIP Credit Facility through June 30,
2009, pursuant to an accommodation agreement to be entered into
between Delphi and certain lenders that constitute the majority of
holders by amount of Delphi's two most senior tranches of its DIP
Credit Facility.  When filed, the agreement reflected the support
of the administrative agent and the anticipated support of the
Required Lenders for Delphi's transformation efforts, despite the
economic downturn and the unprecedented turmoil in the capital
markets.  The company made various changes to the Accommodation
Agreement since the November 7 filing in order to obtain support
from as many DIP lenders as practicable and has received signature
pages from more than the Required Lenders needed to implement the
agreement.

The GM Arrangement Second Amendment Agreement Approval Motion
provides the company with access to up to $600 million in
additional liquidity through June 2009 through a combination of
$300 million in additional payments from GM that are subordinated
to the DIP lenders and the temporary acceleration of $300 million
in payments from GM during March, April and May of 2009.  The
company said that while the original form of Accommodation
Agreement was acceptable to GM, GM has asked, and Delphi has
agreed, to reconsider certain of the subsequent amendments
agreed to between Delphi and the Required Lenders subsequent to
the November 7 filing.  Delphi intends to engage in discussions
with GM and certain of Delphi's DIP lenders in an attempt to
identify acceptable changes to the documents presented to the
Bankruptcy Court.  While there can be no assurance that
acceptable changes will be agreed among the parties, the company
expects such discussions to be completed before the continued
hearing on Dec. 1, 2008.

                  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.

                      About Delphi Corp.

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

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

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


DELTA AIR: NWA Seeks Delisting of Stock After Merger
----------------------------------------------------
In connection with the completion of its merger with Delta Air
Lines, Northwest Airlines has notified the New York Stock Exchange
that each outstanding share of its common stock was converted in
the Merger into the right to receive Delta common stock and has
requested that the NYSE file a notification of removal from
listing on Form 25 with SEC with respect to the Company common
stock.

The stock removal is pursuant to Section 12(b) of the Securities
Exchange Act of 1934.

As reported by the Troubled Company Reporter, Northwest Airlines
Corporation completed its merger with Delta Air Lines, Inc., on
October 29, 2008, wherein it became a direct wholly-owned
subsidiary of Delta.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

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

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE: DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors
in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provides the Debtors with financial advice.
Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, provide the Official Committee of
Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 25, 2007, the Court confirmed the Debtors'
plan.  That plan became effective on April 30, 2007.  The Court
entered a final decree closing 17 cases on Sept. 26, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.


DELTA AIR: NWA Directors Leave Posts After Merger
-------------------------------------------------
By virtue of the merger of Northwest Airlines Inc. to Delta Air
Lines Inc., each of Roy J. Bostock, David A. Brandon, Michael J.
Durham, John M. Engler, Mickey P. Foret, Robert L. Friedman, Doris
Kearns Goodwin, Jeffrey G. Katz, James J. Postl, Rodney E. Slater,
Douglas M. Steenland and William S. Zoller, who constituted the
Board of Directors of Northwest prior to the Merger, ceased to be
directors of the Company as of the effective time of the Merger,
and each of the named executive officers and the principal
accounting officer of Northwest, together with all of its other
officers, ceased to hold their positions with the airline as of
the effective time of the Merger.

Ms. Schaefer emphasizes that these resignations were not a result
of any disagreements with the Company on any matter relating to
the Company's operations, policies or practices.

Upon consummation of the Merger and pursuant to the Merger
Agreement, five members of the current Board of Directors of the
Company -- Roy J. Bostock, the current Chairman of the Board of
Directors of the Company, Douglas M. Steenland, the current Chief
Executive Officer of the Company, John M. Engler, Mickey P. Foret
and Rodney E. Slater -- were appointed to the Board of Directors
of Delta.

                    About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

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

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE: DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors
in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provides the Debtors with financial advice.
Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, provide the Official Committee of
Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 25, 2007, the Court confirmed the Debtors'
plan.  That plan became effective on April 30, 2007.  The Court
entered a final decree closing 17 cases on Sept. 26, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.


DELTA AIR: NWA Post-Merger Compensation Plan Signed
---------------------------------------------------
In connection with the closing of the merger between Delta
Airlines and Northwest Airlines, Anna M. Schaefer, vice- president
for finance & chief accounting officer of Northwest Airlines
Corp., relates that the Compensation Committee of the Board of
Directors of the Company took certain actions under existing
compensation plans and arrangements applicable to employees of
Northwest Airlines, Inc.

The Compensation Committee took certain actions under the
existing Key Employee Annual Cash Incentive Plan and the existing
2003 Long Term Cash Incentive Plan to specify the time and manner
in which awards for outstanding awards for open performance
periods at the closing of the Merger will be calculated and
paid.  In general, under the KEACIP, the Compensation Committee
approved payouts for the 2008 plan year at 100% of target payout
levels for KEACIP participants who remain employed through the
applicable payment date.   In general, under the LTIP, the
Compensation Committee approved payouts for the 2007-2008
performance period at 200% of target payout levels, and payouts
for the 2008-2009 performance period at 100% of target payout
levels for LTIP participants who remain employed through the
applicable payment date.

The Compensation Committee amended the terms of the existing
Northwest Airlines Supplemental Retirement Plan in order to cause
the benefits accrued prior to December 31, 2008, under the SERP
to be paid out in a lump sum on a specified payment date to SERP
participants, and to terminate all future benefit accruals under
the SERP.

Pursuant to the terms of the existing restricted retention unit
award granted to Douglas M. Steenland under the Retention
Agreement and Amendment to Management Compensation Agreement
dated as of April 14, 2008, Mr. Steenland's 375,000 RRUs would
vest and become payable in cash upon the consummation of the
Merger based upon the "Fair Market Value" per share of Company
common stock on such date, which was defined, with respect to any
particular date, as the closing price of a share of Company
common stock on such date.

The Compensation Committee modified the terms of Mr. Steenland's
previously granted RRU award.  The modification changed the
formula for determining the amount payable upon the vesting of
the RRU award to provide Mr. Steenland with a minimum value of
$11.22 per RRU.

The reason for the modification was the Committee's expectation
at the time the original RRU award was granted that the Company's
stock price would be higher when the award became payable than
the $11.22 closing price of the Company's stock at the time the
award was granted.

Accordingly, the Compensation Committee awarded these officers:

  (a) Mr. Steenland -- $495,000, and
  (b) David Davis -- $400,000

                    Merger Equity Awards

As previously disclosed, Delta's Board of Directors and
stockholders have approved the issuance of equity to substantially
all employees of the combined company in connection with the
Merger.  Just under 10% of Delta's outstanding equity
capitalization on a fully-diluted basis will be delivered to
substantially all of Delta's and Northwest's U.S. based employees
in the form of unrestricted common stock, which can be held or
sold immediately.  International employees will receive cash
awards instead of stock due to the complexities associated with
stock in many foreign jurisdictions.  Approximately 600 to 700
leaders of Delta will receive restricted shares of common stock
and/or non-qualified stock options instead of the awards
described.

The leadership grants will take approximately three years to
fully vest and, unlike the unrestricted stock provided to most
employees, recipients of the leadership grants cannot realize
immediate value from their awards.  The determination of Delta's
outstanding equity capitalization on a fully-diluted basis gives
effect to the shares of common stock issued to the stockholders
of Northwest in the merger and to the equity grants made to
employees.

All awards made to officers under Delta's Merger Award Program,
will be in the form of restricted stock and stock options that
will vest or become exercisable, as the case may be, over a three
year period, though participants risk forfeiture of those awards
under certain circumstances.  To the extent these awards are not
forfeited, they will vest (i) with respect to 20% of the shares
on each of May 1, 2009, November 1, 2009 and May 1, 2010, and
(ii) with respect to the remaining 40% of the shares on November
1, 2011.

The specific terms of the leadership grants are set forth in the
MAP, which was adopted on October 29, 2008 by the Personnel &
Compensation Committee of the Delta board of directors.  The MAP
is an equity-based long-term incentive program for leadership
employees of Delta and its subsidiaries, including Northwest, and
is intended to retain leadership employees following the Merger
and to align their interests with Delta's other employees and
stakeholders.

The MAP was adopted under, and is subject to Delta's 2007
Performance Compensation Plan.

         Delta Assumes NWA 2007 Stock Incentive Plan

In a filing with the SEC dated November 10, 2008, Mr. Anderson
reported that pursuant to the Merger Agreement, the NWA Stock
Incentive Plan was assumed by Delta at the effective time of the
merger.

Mr. Anderson says that any award outstanding under the NWA Plan
at the Effective Time that was not otherwise settled upon the
Merger was assumed by Delta and converted into an award
referenced by Delta common stock -- subject to, and in accordance
with, the same terms and conditions applicable to the
corresponding Northwest award, except that the number of shares
of Delta common stock subject to each converted award is equal to
the product, rounded down to the nearest whole number of shares
of Delta common stock, of (i) the number of shares of Northwest
common stock, subject to the corresponding Northwest stock option
appreciation right, and (ii) 1.25.

The exercise price for converted options and stock appreciation
rights is equal the applicable per share exercise price for the
shares of Northwest common stock divided by 1.25, Mr. Anderson
reported.

        Parties Seek Determination on Airline Operations

The Atlanta-Journal Constitution reports that Delta and ALPA have
submitted separate applications to the National Mediation Board,
"seeking a determination that Delta and Northwest make up a
single carrier."

"If the [NMB] determines that Delta and Northwest are a single
carrier across the Company, as Delta contends, unions would have
14 days to show interest from at least 35 percent of employees in
a craft or class to trigger union representation elections,"
according to the report.

According to AJC, ALPA sought the Determination as part of its
collective bargaining agreement with Delta, and will aid in
establishing a single pilot bargaining unit.

However, the International Association of Machinists believes
that the filings are "premature" and could give Delta the
opportunity to de-unionize the rest of the labor groups, the
newspaper reports.

The Association of Flight Attendants also told AJC that it plans
to file an objection.

Delta spokesman Kent Landers commented that procedures for
addressing union representation and integrating employee
seniority lists "should begin promptly" so employees and
customers can reap more benefits of the Merger.

Northwest is heavily unionized, while Delta's pilots are the only
workforce with union representation.

                   Northwest's Conversion

The fusing of Delta Air Lines and Northwest Airlines into the
world's largest carrier is likely to be the opposite of a "big
bang" merger, the Star Tribune relates.

"At the end of the day, this new airline will be about
unparalleled service of a superior nature to our competition,"
said Ed Bastian, Delta's president and Northwest's new CEO,
reports the Star Tribune.

After the October 29 Merger, Delta will wait for 15 to 18 months
before FAA approves the merger of Northwest's operations to
Delta.  It will take about two years to fully integrate the two
companies, the report says.

Meanwhile, Delta's and Northwest's flight attendants and ground
workers must decide whether they want to belong to unions.  To
recall, the Association of Flight Attendants failed to organize
Delta attendants earlier this year, but it has represented
Northwest attendants since 2006.

The International Association of Machinists and Aerospace
Workers, which was an opponent of the merger is now focused on
persuading their nonunion peers at Delta on joining the union.

Star Tribune says that Delta's executives already have negotiated
a four-year labor contract with the Delta and Northwest pilots,
who expect to settle their seniority integration differences by
next month.

Regardless of the outcome of the union representation elections,
Star Tribune relates, Delta executives want the matter to be
resolved soon because it creates anxiety and a distraction for
employees.

Mr. Anderson is convinced Delta will be a long-term survivor.

   Northwest Flight Attendants Testifies before MAC

Northwest Airlines flight attendants represented by the
Association of Flight Attendants-CWA testified before the
Metropolitan Affairs Committee for the State of Minnesota and
Representative Debra Hilstom to examine how the merger with Delta
Air Lines will impact the contracts the state has with the
carrier.

"We applaud the state of Minnesota on their continued commitment
to evaluating the potential consequences of the merger on the
state and citizens of the state," said Patricia Friend, AFA-CWA
International President, in a statement.

"This merger has the potential to break the long standing
commitments with Minnesota that has enabled Northwest Airlines to
become a viable and successful merger partner, and it also
threatens to break Northwest flight attendants' contract and
eliminate the union and destroy over 60 years of collective
bargaining rights," she added.

According to the statement, AFA-CWA was to testify alongside
other union representatives.  Due to archaic National Mediation
Board guidelines, because Delta flight attendants are not
represented, the combined work group must vote to become members
of AFA-CWA.

The statement said that if less than 50% of Delta and Northwest
flight attendants participate in the election, the NMB will
declare that vote invalid and Northwest flight attendants will
lose their contract.

            Leading Edge to Repaint Northwest Planes

Leading Edge Aviation Services signed a deal to repaint Northwest
planes with the Delta logo, according to The Associated Press.
The contract requires Leading Edge to expand its Greenville work
force from 90 workers to 300.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

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

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE: DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors
in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provides the Debtors with financial advice.
Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, provide the Official Committee of
Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 25, 2007, the Court confirmed the Debtors'
plan.  That plan became effective on April 30, 2007.  The Court
entered a final decree closing 17 cases on Sept. 26, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.


DELTA AIR: Wants Renegotiation of NWA-Mac Deal on $245MM Bond
-------------------------------------------------------------
Delta Air Lines, Inc., reiterated their pledge to repay the
Metropolitan Airports Commission the $245 million that Delta's
subsidiary, Northwest Airlines Corporation, owes on bond debt,
reports the Star Tribune.

Under the current Agreement, the bonds would be paid off in 2022,
and violations of its terms would trigger an acceleration of the
payments by 10 years.

Delta executives, however, suggest renegotiation of the 1992
agreement between Northwest and the MAC, with respect to the
requirements of a headquarters, hub and employment levels.

Northwest's headquarters at Eagan, Minnesota, is expected to
close subsequent to the approval that the airlines obtained from
Federal Aviation Administration on integrated flight operations,
"which could occur in late 2009 or early 2010," says the report.

Absent a new agreement, Delta would violate the current pact when
the headquarters closes and its penalty would be early repayment
of all of the bond debt by 2012, according to the report.

"Our priorities in negotiations with the airline are to retain as
many jobs and as much air service in Minnesota as possible,"
Patrick Hogan, a MAC spokesman, said.

Northwest CEO Ed Bastian affirms that "there is a practical and
immediate consideration about the number of salaried jobs that
Delta will retain in Minnesota," according to the report.

Mr. Bastian pushes for the speedy negotiations.  Mr. Hogan noted,
however, that Delta has not submitted a written proposal for
MAC's consideration to "tell us how they intend to make amends."

In separate filings with the SEC dated October 31, 2008, these
NWA officers disclosed that they disposed of stocks of Northwest
Airlines Corp., subsequent to the Company's merger with Delta Air
Lines Corp.:

  * Douglas Steenland,
  * David Davis,
  * Timothy Griffin,
  * Andrew Roberts,
  * Anna Marie Schaefer,  and
  * Richard Hirst.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

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

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE: DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors
in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provides the Debtors with financial advice.
Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, provide the Official Committee of
Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 25, 2007, the Court confirmed the Debtors'
plan.  That plan became effective on April 30, 2007.  The Court
entered a final decree closing 17 cases on Sept. 26, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.


DOWNEY FINANCIAL: S&P Junks Rating on Weakened Financial Profile
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Downey Financial Corp.  The long-term counterparty
credit rating was lowered to 'CCC-' from 'B-'.  At the same time,
S&P affirmed the short-term counterparty credit rating on the firm
at 'C'.  The outlook is negative.

"We took this action because S&P believes that Downey's asset-
quality-induced weakened financial profile leaves its
creditworthiness severely impaired.  Quarterly losses have eroded
capital to the point where S&P believes it will be very difficult
for Downey to maintain adequate capital in the current economic
environment," said Standard & Poor's credit analyst Sunsierre
Newsome.

The cease-and-desist order that the U.S. Office of Thrift
Supervision issued in September requires Downey Savings Bank to
satisfy increased minimum capital requirements and raise new
equity by no later than Dec. 31, 2008.  Despite its regulatory
ratios currently exceeding the "well-capitalized" category, the
bank is deemed "adequately capitalized" by the cease-and-desist
order.  It will be difficult to maintain capital above these new
requirements in the near term without raising capital, which is
highly unlikely given the current market turmoil and approaching
year-end deadline.  Even with the pace of nonperforming asset
growth slowing and provision decreasing a considerable 50%, NPAs
remain very high.  S&P also believes that any failure to meet
these requirements will trigger further regulatory action that
could be detrimental to Downey's creditworthiness and debtholders'
interests.

Dividends to the holding company from the bank are cut off for the
foreseeable future.  Therefore, the holding company must rely on
its own free cash, which is down 90% from one year ago (totaling
$11 million at Sept. 30, 2008) to meet its senior debt
obligations.  S&P is concerned that the regulators may require the
parent to provide additional capital support to the bank.
Excluding this potential move, if Downey does not raise additional
capital, the holding company will default on its $200 million
senior debt within a year.

The negative outlook reflects S&P's belief that although quarterly
losses are lower, a return to profitability is highly unlikely in
the near term.  Given the high level of NPAs, the weakening
economy, and the additional regulatory capital pressure the
company faces, the risk of default on Downey's senior debt remains
high.  Downey's continuing to exceed the higher regulatory capital
requirements and maintaining compliance with the cease-and-desist
order could help to stabilize the ratings.  If Downey fails to
meet the requirements of the regulatory order, the risk of
nonpayment of its senior debt increases.  There is little
likelihood of a positive rating action in the near term.


ERNIE HAIRE FORD: Files for Chapter 11 Bankruptcy in Florida
------------------------------------------------------------
Ernie Haire Ford Inc. sought protection from its creditors under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court the Middle District of Florida.

According the company, its sales have steadily declined during
2007 and 2008.  The nationwide decline in domestic automobile
sales affected the company's profitability and its satellite used
car operations.  The company said its sales have declined from
$256 million in 2006 to $150 million in 2008.  In addition, the
company's borrowing costs for inventory financing have increased.

Ford Motor Company said it plans to suspend certain regular dealer
payments to the company which further inhibit its cash flow and
ability to operate, Alberto F. Gomez, Jr., Esq., at Morse & Gomez,
P.A., in Tampa, Florida, relates.  A judgment of about $6,900,000
was entered against the company in a class action lawsuit
involving a sale of window-etching products, Mr. Gomez says.  The
company's insurance carrier failed to timely resolve the lawsuit
and its coverage for the lawsuit is limited to $1,800,000, he
continued.

The company said that it owed $16,400,000 to Comerica Bank,
$5,300,000 to Wachovia Bank; and $248,000 to Ford, among others.
The company further said it has about $13,450,000 in undisputed
unsecured claims excluding deficiency claims.  A $5,800,000
disputed claim is presently under litigation, the company notes.

The company said that it shut down of operations of its subsidiary
E Z Car Sales Inc.  The subsidiary holds subprime consumer debt of
about $5,000,000, owns a parcel of real property of $525,000, and
inventory of $700,000, the company noted.  The company said it
owns 80% interest in Brandon Used Car Automall LLC.

In its petition, the company listed assets and debts between
$10 million to $50 million.  The company said it has about
$27,850,000 in assets comprised of $250,000 cash; $7,600,000
accounts receivable; and $20,000,000 inventory.  The company owes
$6,900,000 in class action judgment to Moira Gilley; $5,800,000 in
jury verdict to Benjamin Atkinson; and $3,000,000 in line of
credit to Wachovia Bank.

In conjunction with the filing, the company is asking the Court
for authority to use cash collateral to pay payroll and other
related operating expenses on Nov. 27, 2008.  A hearing is set for
Nov. 26, 2008, at 11:00 a.m., to consider the motion.

The company joins automobile dealer Bill Heard Enterprises which
filed for bankruptcy in Sept. 28, 2008, in Alabama, Decatur.

                        About Ernie Haire

Headquartered in Tampa, Florida, Ernie Haire Ford Inc. -- The
http://ernie-haireford.dealerconnection.com-- is a Ford dealer
for about 38 years.  The company also sells used and new
automobiles.


ERNIE HAIRE FORD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ernie Haire Ford, Inc.
        dba Big Dog Motorcycles of Tampa
        dba Ernie Haire Megavolume Superstore
        dba Quicklane Tire & Auto Center
        dba Ernie Haire Used Car Auto Mall
        dba Indian Motorcycle of Tampa
        dba ERnie Haire Used Car Supercenter of Tampa
        9545 N. Florida Ave.
        Tampa, FL 33612
        Tel: (813) 933-6571

Bankruptcy Case No.: 08-18672

Type of Business: The Debtor is a Ford dealer for about
                  38 years.  The company also sells used and new
                  automobiles.

                  See: http://ernie-haireford.dealerconnection.com

Chapter 11 Petition Date: November 24, 2008

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Geoffrey Todd Hodges, Esq.
                  thodges@erniehaireford.com
                  G. T. Hodges, PA
                  905 Shaded Water Way
                  Lutz, FL 33549
                  Tel: (813) 933-6571 ext. 1001
                  Fax: (813) 935-8234

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Moira Gilley                   class action      $6,900,000
12701 N. 50th Street           judgment
Unit C14
Temple Terr, FL 33617

Benjamin Atkinson              jury verdict      $5,800,000
1234 Oxbridge Drive
Lutz, FL 33549

Wachovia Bank                  line of credit    $3,000,000
PO Box 105236
Atlanta, GA 30348

Greg Balasco                                     $200,000

Ford Motor Co.                                   $114,590

The Parts House Inc.                             $93,757

JM&A Group                                       $70,919

Blue Cross Blue Shield                           $63,913

Dealer Profit Systems                            $61,199

Shauna Deschamps & Joseph                        $61,000
El Naggar

Ford Credit                                      $44,600

Fred Jones Mfg. Co.                              $38,663

J. Dan Clark                                     $32,000

Sentry Insurance                                 $22,812

Tampa Electric                                   $21,248

Sea Hawk Refinish Line Inc.                      $17,616

Delray Lincoln Mercury Inc.                      $12,883

Bill Currie Ford Inc.                            $12,498

Citi Advantage                                   $12,353

Mitel Leasing                                    $12,169

The petition was signed by the company president Ernest B. Haire,
III.


EXACT SCIENCES: Sept. 30 Balance Sheet Upside Down by $507,000
--------------------------------------------------------------
As of September 30, 2008, Exact Sciences Corporation's
consolidated balance sheet showed total assets of $7,287,000,
total current liabilities of $6,106,000, and deferred license fees
(less current portion) of $1,688,000, resulting in a stockholders'
deficit of $507,000.

For the three months ended September 30, 2008, the company posted
a net loss of $3,014,000, compared with a net loss of $4,195,000
during the same period in 2007.

Jeffrey R. Luber, the company's president and chief executive
officer, relates that the Company expects that its cash and cash
equivalents on hand at September 30, 2008, will be sufficient to
fund its current operations through the end of the second quarter
of 2009.  "This projection is based on the company's current cost
structure and its current operating assumptions.  Based on the
company's decision to suspend its Version 2 clinical study in July
2008, this projection does not provide for any funding related to
clinical validation and other studies for the company's Version 2
technology.  The company has no current sources of material
ongoing revenue and, accordingly, it will need to raise additional
capital in the next seven months through a strategic transaction,
debt or equity financing, or third-party collaboration, if any, or
some combination of the foregoing, to continue operations beyond
the end of the second quarter of 2009.  If the company is unable
to obtain additional capital prior to the end of the second
quarter of 2009, it will not be able to sustain its operations and
would likely be required to cease its operations.  In addition, if
the company's expenses exceed its current estimates, the company
will be required to obtain additional funds even sooner.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."

Mr. Luber relates that the company engaged an investment bank in
the first quarter of 2008 to assist its board of directors in
evaluating strategic alternatives for the company.  On July 16,
2008, the company announced that it revised its corporate strategy
to take immediate actions to preserve existing cash while focusing
on the pursuit of a strategic transaction, including a sale of the
company's business.

Early this year, Ernst & Young LLP, in Boston, Massachusetts,
informed the Board of Directors and Stockholders of EXACT Sciences
Corporation that after auditing the company's financial statements
for the year ended December 31, 2007, it has substantial doubt
about the company's ability to continue as a going concern.  Ernst
& Young pointed to the company's recurring operating losses and
limited cash resources.

                       About EXACT Sciences

EXACT Sciences Corporation was incorporated in February 1995.  The
company has developed proprietary DNA-based technologies for use
in the detection of cancer.  The company has selected colorectal
cancer as the first application of its technologies.  The company
has licensed certain of its technologies, including improvements
to such technologies, on an exclusive basis through December 2010
to Laboratory Corporation of America(R) Holdings for use in a
commercial testing service for the detection of colorectal cancer
developed by LabCorp.  The company has devoted the majority of its
efforts to date on research and development and commercialization
support of its colorectal cancer detection technologies.


FOOT LOCKER: Consumer Spending Drop Prompts S&P to Cut Ratings
--------------------------------------------------------------
Standard & Poor's Rating Service said it lowered its corporate
credit rating on New York City-based Foot Locker Inc. to 'BB-'
from 'BB'.  At the same time, S&P lowered the issue-level rating
on the company's unsecured debt to 'BB-' from 'BB'.  The recovery
rating on that debt is unchanged at '4', indicating S&P's
expectation of average (30%-50%) recovery in the event of default.
The outlook is negative.

"The downgrade reflects S&P's expectations that Foot Locker will
be increasingly challenged by the severe drop in consumer
spending," said Standard & Poor's credit analyst David Kuntz.  S&P
believes operations will decline by at least a moderate amount
over the near term, resulting in a deterioration of the company's
credit protection metrics.


FORD MOTOR: May Ask Congress for Measures That Would Spur Demand
----------------------------------------------------------------
John D. Stoll and Monica Langley at The Wall Street Journal report
that General Motors Corp., Ford Motor Co., and Chrysler LLC might
ask the Congress to take measures to spur consumer demand, in
addition to a $25 billion bailout.

Tom Krisher at The Associated Press reports that the Congress has
asked GM, Chrysler, and Ford Motor Co. to show how they would
ensure that:

     -- the government would be reimbursed,

     -- the government would get a share in future profits,

     -- how the companies would stop dividend payments,

     -- how the companies would stop lavish executive pay
        packages,

     -- how the companies would meet fuel-efficiency standards,
        and

     -- how the companies would address their health care and
        pension obligations to workers.

GM CEO Rick Wagoner told the press on Thursday that the firm has
already shared a detailed plan confidentially with the Bush
administration and key staffers in Washington.  "Historically,
things like your future product plans, technology plans and
financial plans would be competitively sensitive information, and
so for a variety of reasons, we wouldn't be sharing that
publicly," The AP quoted Mr. Wagoner as saying.

According to WSJ, concern is rising in Detroit that it will be
difficult to show lawmakers how Ford Motor, GM, and Chrysler can
return to profitability with sales at their current depressed
level.  WSJ quoted an executive at one of the auto companies as
saying, "There is no way any car company can make money at the
current demand level.  The government has to get credit flowing so
that the market goes back to at least 14 million to 15 million
[vehicles].... We can figure out how to survive at that level."

WSJ reports that a spokesperson for Sen. Charles Schumer said that
the official will:

     -- ask the Federal Reserve to make financing available for
        the auto companies' lending arms, which would allow them
        to offer more auto loans; and

     -- also ask the Treasury to speed approval of GMAC LLC's
        request to become a bank holding company.

Auto dealers and a few members of the Congress called for tax
incentives or other measures designed to improve car buying, WSJ
reports.  Michigan Gov. Jennifer Granholm said that she is working
with the auto makers to come up with a "definitive plan" to
present to Congress on Dec. 2, which is also the deadline for Ford
Motor, GM, and Chrysler to present their business plans.

One way of getting help from TARP would be to have banks that get
some of the $700 billion bring financing to GM, Ford Motor, and
Chrysler, or provide those companies with short-term loans to keep
them from running short of cash, WSJ relates, citing Gov.
Granholm.

                Need for More Cost Cutting Measures

GM and Chrysler must implement drastic spending cuts, to ensure
their companies live long enough to use any loans they get, The AP
states, citing industry analysts and bankruptcy experts.

According to The AP, GM and Chrysler face huge expenses and a lack
of revenue, as car buyers are having trouble getting financing or
are delaying big purchases due to uncertainty about their jobs.
Citing experts, the report says that inside the headquarters of GM
and Chrysler, teams are likely to be seeking ways to reduce
expenses any way they can, including delays in new investments.

The AP relates that GM said on Friday that it is canceling its
traditional holiday party for the media, and will replace that
party with a $5,000 donation to a journalism scholarship fund.
Chrysler CEO Bob Nardelli said that the company has a cash
committee that scrutinizes requests every week, according to the
report.

Lawmakers, says The AP, also criticized Chrysler and GM's high
labor costs and the jobs bank, in which laid-off employees get 95%
of their pay plus benefits even though they aren't working.
According to The AP, the United Auto Workers said that it already
cut the jobs bank and placed time limits on it in new contracts
signed with the firms in 2007.  The report states that more than
3,500 employees are still getting paid for not working, and that
number will increase as the companies continue layoffs.

GM should seek help from the United Auto Workers union, The AP
reports, citing Northeastern University corporate turnaround
professor Harlan Platt.  "The bank right now is the union, and
they're going to have to give up something in the near term so
they have something very valuable in the long term," the report
quoted Mr. Platt as saying.

The AP relates that UAW President Ron Gettelfinger said on
Thursday that the union is at the bargaining table already and
that it "would welcome all the other stakeholders to the table to
make some concessions."

Citing a source familiar with the matter, WSJ says that GM is
negotiating some of its financial obligations, including terms of
debt and money it owes to UAW.  According to the report, the
source said that GM's board is open to considering all options for
GM's survival and will be meeting several times this week.  Ford
motor and Chrysler executives said on Sunday that they are also
developing plans, the report states.

John D. Stoll and Sharon Terlep at WSJ relates that, as part of a
drive to cut $15 billion in costs, GM is not even keeping its 562
wall clocks in working order, now stops escalators at its
Renaissance Center headquarters at 7 p.m., has changed the type of
wipe-up towels it buys, used cheaper pencils, and eliminated voice
mail in the plants, the report states.

According to The AP, GM said on Friday that it would extend
holiday shutdowns and make other production cuts at five North
American factories.  GM also accelerated the closure of a truck
plant in Ontario, the report says.  GM and Chrysler, WSJ relates,
have stopped or slowed work on new vehicles to cut development
expenditures, and didn't hold news conferences at the Los Angeles
Auto Show last week.

WSJ reports that Ford Motor said earlier this month that it will
lay off about 10% of its North American salaried work force, and
cut its capital spending, manufacturing, information-technology,
and advertising costs.

GM won't be giving out in 2009 its "Mark of Excellence" awards to
its top-selling dealers, and has cut the fleet of cars for
reporters to test drive, WSJ states.

             Suppliers May Demand Cash on Delivery

Dow Jones Newswires relates that three major auto suppliers --
which provide GM with everything from brakes to entertainment
systems -- said on Thursday that the company may have to pay cash
on delivery for parts if it fails to secure government bailout.
According to Dow Jones, GM already acknowledged the threat of
suppliers switching to cash on delivery from the traditional 60-
to 90-day payment terms.

Dow Jones quoted an official at one supplier as saying, "No one
wants [cash on delivery], but we have to protect ourselves at this
point.  We have other customers that need products and we have to
pay our people to keep our plants open."

According to Dow Jones, GM Chief Financial Officer Fritz Henderson
said in a conference call, "We've not seen [cash on delivery] in
any substantive way, and we'll just have to continue to work with
them."

               Ellen J. Kullman May Leave Board

Joann S. Lublin at The Wall Street Journal reports that DuPont Co.
directors have asked the company's CEO Ellen J. Kullman to quit
her post at General Motors Corp.'s board before the agreed June
2009 deadline.

DuPont wants Ms. Kullman to leave GM sooner because she "lacks
time to breathe," WSJ states, citing a source.  Ms. Kullman had
agreed to resign from GM's board when DuPont directors named her
as the company's CEO.  MarketWatch reported in September 2008 that
Ms. Kullman was elected CEO as of Jan. 1.

According to WSJ, a GM spokesperson said that the company's
directors are meeting several times a week by phone as the company
seeks financial aid from the government, among other options.

                       About Ford Motor Co.

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

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

                       *     *     *

As reported in the Troubled Company Reporter on Nov. 11,
2008, Moody's Investors Service lowered the debt ratings of

Ford Motor Company, Corporate Family and Probability of
Default Ratings to Caa1 from B3.  The company's Speculative

Grade Liquidity rating remains at SGL-3 and the rating outlook
is negative.  In a related action Moody's also lowered the
long-term rating of Ford Motor Credit Company to B3 from B2.

The outlook for Ford Credit is negative.

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


FORD MOTOR: Obama Team Denies Explore Prepack Bankruptcy
--------------------------------------------------------
Bankruptcy Law360 reports that President-elect Barack Obama's
transition team has reportedly said it is not exploring a
prepackaged bankruptcy plan for the automakers.

According to the report, officials from Obama's team quickly
denied reports that surfaced Friday morning that the transition
team had contacted at least one bankruptcy law firm to discuss a
prepackaged deal.

American Bankruptcy Institute says the Obama transition team is
exploring a swift, prepackaged bankruptcy for automakers as a
possible solution to the industry's financial crisis.

ABI says the Detroit Three's troubles may affect the financial
sector.  Citing a Wall Street Journal report, ABI notes that the
automakers owe more than $100 billion to their bankers and
bondholders, and Wall Street is starting to wonder how much of
that will be paid back.

As reported by the Troubled Company Reporter on November 19, 2008,
Siobhan Hughes at Dow Jones Newswires said Chrysler CEO Robert
Nardelli said his company wants $7 billion of the requested $25
billion in emergency funding from the government.

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

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

                       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-'.


FORTICELL BIOSCIENCE: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Forticell Bioscience, Inc.
        fka Ortec International, Inc.
        3960 Broadway, 2nd Floor
        New York, NY 10032
        (646) 218-1850

Case No.: 08-14665

Petition Date: November 21, 2008

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

Judge: Martin Glenn

Debtor's Counsel: Randy M. Kornfeld
                  Kornfeld & Associates, P.C.
                  570 Lexington Avenue, 17th Floor
                  New York, NY 10022
                  Tel: (212) 759-6767
                  Fax: (212) 759-6766
                  Email: rkornfeld@kornfeldassociates.com

Estimated Assets: $1,000,000 to $9,999,000

Estimated Debts:  $1,000,000 to $9,999,000

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

         http://bankrupt.com/misc/nysb08-14665.pdf


GENERAL MOTORS: Delphi Wants Hearing on Deal Moved to December 1
----------------------------------------------------------------
Delphi Corp. asked the U.S. Bankruptcy Court for the Southern
District of New York at the monthly omnibus hearing to defer
completing the hearings on Delphi's GM Arrangement Second
Amendment Agreement Approval Motion and Debtor-In Possession
Accommodation Motion until Dec. 1, 2008, pending further
discussions among Delphi, GM and the Administrative Agent for the
DIP Lenders.

Delphi filed both motions with the Bankruptcy Court on Nov. 7,
2008.  The DIP Accommodation Motion seeks authority to continue
use of the proceeds from its DIP Credit Facility through June 30,
2009, pursuant to an accommodation agreement to be entered into
between Delphi and certain lenders that constitute the majority of
holders by amount of Delphi's two most senior tranches of its DIP
Credit Facility.  When filed, the agreement reflected the support
of the administrative agent and the anticipated support of the
Required Lenders for Delphi's transformation efforts, despite the
economic downturn and the unprecedented turmoil in the capital
markets.  The company made various changes to the Accommodation
Agreement since the November 7 filing in order to obtain support
from as many DIP lenders as practicable and has received signature
pages from more than the Required Lenders needed to implement the
agreement.

The GM Arrangement Second Amendment Agreement Approval Motion
provides the company with access to up to $600 million in
additional liquidity through June 2009 through a combination of
$300 million in additional payments from GM that are subordinated
to the DIP lenders and the temporary acceleration of $300 million
in payments from GM during March, April and May of 2009.  The
company said that while the original form of Accommodation
Agreement was acceptable to GM, GM has asked, and Delphi has
agreed, to reconsider certain of the subsequent amendments
agreed to between Delphi and the Required Lenders subsequent to
the November 7 filing.  Delphi intends to engage in discussions
with GM and certain of Delphi's DIP lenders in an attempt to
identify acceptable changes to the documents presented to the
Bankruptcy Court.  While there can be no assurance that
acceptable changes will be agreed among the parties, the company
expects such discussions to be completed before the continued
hearing on Dec. 1, 2008.

                      About Delphi Corp.

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

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

                       About General Motors

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

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

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

                    *     *     *

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

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

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

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



GENERAL MOTORS: May Ask Congress for Measures That Boost Demand
---------------------------------------------------------------
John D. Stoll and Monica Langley at The Wall Street Journal report
that General Motors Corp., Ford Motor Co., and Chrysler LLC might
ask the Congress to take measures to spur consumer demand, in
addition to a $25 billion bailout.

Tom Krisher at The Associated Press reports that the Congress has
asked GM, Chrysler, and Ford Motor Co. to show how they would
ensure that:

     -- the government would be reimbursed,

     -- the government would get a share in future profits,

     -- how the companies would stop dividend payments,

     -- how the companies would stop lavish executive pay
        packages,

     -- how the companies would meet fuel-efficiency standards,
        and

     -- how the companies would address their health care and
        pension obligations to workers.

GM CEO Rick Wagoner told the press on Thursday that the firm has
already shared a detailed plan confidentially with the Bush
administration and key staffers in Washington.  "Historically,
things like your future product plans, technology plans and
financial plans would be competitively sensitive information, and
so for a variety of reasons, we wouldn't be sharing that
publicly," The AP quoted Mr. Wagoner as saying.

According to WSJ, concern is rising in Detroit that it will be
difficult to show lawmakers how Ford Motor, GM, and Chrysler
can return to profitability with sales at their current depressed
level.  WSJ quoted an executive at one of the auto companies as
saying, "There is no way any car company can make money at the
current demand level.  The government has to get credit flowing so
that the market goes back to at least 14 million to 15 million
[vehicles].... We can figure out how to survive at that level."

WSJ reports that a spokesperson for Sen. Charles Schumer said that
the official will:

     -- ask the Federal Reserve to make financing available for
        the auto companies' lending arms, which would allow them
        to offer more auto loans; and

     -- also ask the Treasury to speed approval of GMAC LLC's
        request to become a bank holding company.

Auto dealers and a few members of the Congress called for tax
incentives or other measures designed to improve car buying, WSJ
reports.  Michigan Gov. Jennifer Granholm said that she is working
with the auto makers to come up with a "definitive plan" to
present to Congress on Dec. 2, which is also the deadline for Ford
Motor, GM, and Chrysler to present their business plans.

One way of getting help from TARP would be to have banks that get
some of the $700 billion bring financing to GM, Ford Motor, and
Chrysler, or provide those companies with short-term loans to keep
them from running short of cash, WSJ relates, citing Gov.
Granholm.

                Need for More Cost Cutting Measures

GM and Chrysler must implement drastic spending cuts, to ensure
their companies live long enough to use any loans they get, The AP
states, citing industry analysts and bankruptcy experts.

According to The AP, GM and Chrysler face huge expenses and a lack
of revenue, as car buyers are having trouble getting financing or
are delaying big purchases due to uncertainty about their jobs.
Citing experts, the report says that inside the headquarters of GM
and Chrysler, teams are likely to be seeking ways to reduce
expenses any way they can, including delays in new investments.

The AP relates that GM said on Friday that it is canceling its
traditional holiday party for the media, and will replace that
party with a $5,000 donation to a journalism scholarship fund.
Chrysler CEO Bob Nardelli said that the company has a cash
committee that scrutinizes requests every week, according to the
report.

Lawmakers, says The AP, also criticized Chrysler and GM's high
labor costs and the jobs bank, in which laid-off employees get 95%
of their pay plus benefits even though they aren't working.
According to The AP, the United Auto Workers said that it already
cut the jobs bank and placed time limits on it in new contracts
signed with the firms in 2007.  The report states that more than
3,500 employees are still getting paid for not working, and that
number will increase as the companies continue layoffs.

GM should seek help from the United Auto Workers union, The AP
reports, citing Northeastern University corporate turnaround
professor Harlan Platt.  "The bank right now is the union, and
they're going to have to give up something in the near term so
they have something very valuable in the long term," the report
quoted Mr. Platt as saying.

The AP relates that UAW President Ron Gettelfinger said on
Thursday that the union is at the bargaining table already and
that it "would welcome all the other stakeholders to the table to
make some concessions."

Citing a source familiar with the matter, WSJ says that GM is
negotiating some of its financial obligations, including terms of
debt and money it owes to UAW.  According to the report, the
source said that GM's board is open to considering all options for
GM's survival and will be meeting several times this week.  Ford
motor and Chrysler executives said on Sunday that they are also
developing plans, the report states.

John D. Stoll and Sharon Terlep at WSJ relates that, as part of a
drive to cut $15 billion in costs, GM is not even keeping its 562
wall clocks in working order, now stops escalators at its
Renaissance Center headquarters at 7 p.m., has changed the type of
wipe-up towels it buys, used cheaper pencils, and eliminated voice
mail in the plants, the report states.

According to The AP, GM said on Friday that it would extend
holiday shutdowns and make other production cuts at five North
American factories.  GM also accelerated the closure of a truck
plant in Ontario, the report says.  GM and Chrysler, WSJ relates,
have stopped or slowed work on new vehicles to cut development
expenditures, and didn't hold news conferences at the Los Angeles
Auto Show last week.

WSJ reports that Ford Motor said earlier this month that it will
lay off about 10% of its North American salaried work force, and
cut its capital spending, manufacturing, information-technology,
and advertising costs.

GM won't be giving out in 2009 its "Mark of Excellence" awards to
its top-selling dealers, and has cut the fleet of cars for
reporters to test drive, WSJ states.

             Suppliers May Demand Cash on Delivery

Dow Jones Newswires relates that three major auto suppliers --
which provide GM with everything from brakes to entertainment
systems -- said on Thursday that the company may have to pay cash
on delivery for parts if it fails to secure government bailout.
According to Dow Jones, GM already acknowledged the threat of
suppliers switching to cash on delivery from the traditional 60-
to 90-day payment terms.

Dow Jones quoted an official at one supplier as saying, "No one
wants [cash on delivery], but we have to protect ourselves at this
point.  We have other customers that need products and we have to
pay our people to keep our plants open."

According to Dow Jones, GM Chief Financial Officer Fritz Henderson
said in a conference call, "We've not seen [cash on delivery] in
any substantive way, and we'll just have to continue to work with
them."

               Ellen J. Kullman May Leave Board

Joann S. Lublin at The Wall Street Journal reports that DuPont Co.
directors have asked the company's CEO Ellen J. Kullman to quit
her post at General Motors Corp.'s board before the agreed June
2009 deadline.

DuPont wants Ms. Kullman to leave GM sooner because she "lacks
time to breathe," WSJ states, citing a source.  Ms. Kullman had
agreed to resign from GM's board when DuPont directors named her
as the company's CEO.  MarketWatch reported in September 2008 that
Ms. Kullman was elected CEO as of Jan. 1.

According to WSJ, a GM spokesperson said that the company's
directors are meeting several times a week by phone as the company
seeks financial aid from the government, among other options.

                   About General Motors

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

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

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

                     *     *     *

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

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

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

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


GENERAL MOTORS: Obama Team Denies Explore Prepack Bankruptcy
------------------------------------------------------------
Bankruptcy Law360 reports that President-elect Barack Obama's
transition team has reportedly said it is not exploring a
prepackaged bankruptcy plan for the automakers.

According to the report, officials from Obama's team quickly
denied reports that surfaced Friday morning that the transition
team had contacted at least one bankruptcy law firm to discuss a
prepackaged deal.

American Bankruptcy Institute says the Obama transition team is
exploring a swift, prepackaged bankruptcy for automakers as a
possible solution to the industry's financial crisis.

On Thursday, the U.S. lawmakers asked General Motors Corp.,
Chrysler LLC and Ford Motor Co. to present detailed business
survival plans before Congress could consider giving the embattled
automakers a $25 billion bailout.

As reported by the Troubled Company Reporter yesterday, General
Motors' board of directors are willing to consider options for the
company, including filing for Chapter 11 protection, according to
John D. Stoll at The Wall Street Journal, citing people familiar
with the matter.

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

As reported by the TCR on November 19, 2008,  Siobhan Hughes at
Dow Jones Newswires said Chrysler CEO Robert Nardelli said his
company wants $7 billion of the requested $25 billion in emergency
funding from the government.

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

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

                  About General Motors

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

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

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

                    *     *     *

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

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

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

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


GMAC COMMERCIAL: Fitch Downgrades Ratings on 1998-C1 Certificates
-----------------------------------------------------------------
Fitch Ratings has downgraded GMAC Commercial Mortgage Securities,
Inc.'s commercial mortgage pass-through certificates, series 1998-
C1:

  -- $25.2 million class H to 'B' from 'BB-'; Outlook Stable;

  -- $14.4 million class J to 'CC' from 'B' and assigned a
     distressed recovery rating of 'DR3';

  -- $25.2 million class K to 'C/DR6' from 'CCC/DR3'.

In addition, Fitch has affirmed and assigned Outlooks to these
classes:

  -- $65.9 million class E at 'AAA'; Outlook Stable;
  -- Interest only class X at 'AAA'; Outlook Stable;
  -- $43.1 million class F at 'A-'; Outlook Stable;
  -- $32.4 million class G at 'BBB'; Outlook Stable.

Classes A-1, A-2, B, C and D have paid in full.

The $14.4 million class L and $10.8 million class M both remain at
'C/DR6'.  Fitch does not rate the $7.2 million class N
certificates.

The downgrades of classes H, J, and K are the result of expected
losses on the three specially serviced assets (49.3%), including
the Senior Living Properties loan which is the largest loan
remaining in the pool.  The loan currently represents 47% of the
outstanding transaction balance and performing under a loan
modification with a maturity extension through February 2009.
As of the November 2008 distribution date, the pool's aggregate
certificate balance has decreased 83.4% to $238.5 million from
$1.438 billion at issuance.  Of the original 181 loans, 25 remain
outstanding in the pool, including three defeased loans (6.9%).

The SLP loan has been in special servicing since October 2001.
The borrowers filed for bankruptcy protection in May 2002.  The
loan was modified during bankruptcy to allow for the sale or
refinance of the properties with the sale proceeds applied to the
pay down the loan.  The remaining collateral for the loan is 48
healthcare properties in Texas.  The loan was also backed by a
surety bond whose proceeds were collected by the special servicer
in February 2008. The loan is interest-only until its extended
maturity in February 2009.  Census continues to be approximately
60%.

The second largest loan in the transaction (12.5%) is secured by a
214,658 square foot office and retail property located in
Manhattan.  Occupancy as of March 2008 was 84.9%, compared to 98%
at issuance.  The loan's scheduled maturity is February 2013.
Fitch continues to monitor upcoming maturities for refinance risk.
The three remaining loans (49.3%) originally scheduled to mature
in 2008 are specially serviced.


GOODYEAR TIRE: Moody's Maintains 'Ba3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Goodyear Tire & Rubber
Company's Corporate Family and Probability of Default Ratings at
Ba3.  In a related action Moody's affirmed the ratings for
Goodyear's first lien revolving credit facility, Baa3; the second
lien term loan, Ba1; the unguaranteed senior notes at B2; and the
ratings for Goodyear Dunlop Tyres Europe B.V.'s first lien
revolving credit facilities, Baa3.  The ratings for the guaranteed
senior unsecured notes were lowered to B1 from Ba3.  The
Speculative Grade Liquidity Rating was affirmed at SGL-2.  The
outlook is negative.

The affirmation of Goodyear's Ba3 Corporate Family Rating reflects
the company's global scale, geographic diversification and market
share which are expected to support the company's position in the
tire business despite the near-term challenges of a cyclical
downturn in tire demand.  The company's performance through the
first half of 2008 reflected the benefits of recent restructuring
initiatives, the shift in product mix toward higher value added
products, and continued strength in global markets.  The
improvement in capital structure over past year has better
positioned the company to address economic and industry headwinds
over the near-term.  For the year-to-date 2008, Goodyear has
repaid approximately $650 million of senior secured notes, and
$100 million of unsecured notes.  Goodyear also is expected to
benefit from the establishment and funding of a Voluntary
Employees' Beneficiary Association in August 2008 which removed
the liability for the health care benefits for domestic retirees
who are represented by the United Steelworkers.

However, continued raw material price increases through the first
nine months of 2008 and the recent global deterioration in market
conditions have negatively impacted Goodyear's operating margins
for the third fiscal quarter and are expect to negatively impact
operating performance through 2009.  Ongoing weakening global
economic conditions in North American, Europe, and Asia are
expected to negatively impact the number of vehicle miles driven,
which could result in consumers delaying replacement tire
purchases.  Weak economic conditions and capital markets also have
negatively impacted original equipment tire demand for passenger
cars and commercial vehicles, which represent about 30% of
Goodyear's 2007 unit volumes.  According to the company, less than
8% of 2007 sales were attributable to the Detroit-3 automakers on
a global basis, and indicates this percentage should be lower in
2008.  Recent declines in raw material costs should positively
impact the company in the second half of 2009 and initiatives in
place to manage working capital and capital expenditures should
somewhat offset industry pressures.

The Speculative Grade Liquidity Rating of SGL-2 reflects good
liquidity over the next twelve months.  As of September 30, 2008,
Goodyear maintained $1.6 billion of cash and cash equivalents.  An
additional $360MM, excluded from cash and cash equivalents, was
invested in the Reserve Primary Fund, a money market fund that
"broke the buck" in September 2008 and temporarily ceased honoring
redemption requests.  Approximately half of this amount was
distributed back to the company on October 31, 2008, and further
recovery is possible over the coming months.  Moody's expects
Goodyear's ability to generate free cash flow over the next twelve
months to be challenged by general economic conditions and
fluctuations in raw material pricing.  Availability under the
$1.5 billion revolver was about $284MM at September 30, 2008, and
availability under the Euro 505MM revolver was about Euro 153MM.

The Euro 450MM securitization facility had about 69MM of
availability.  The company's current liquidity is expected to be
sufficient to meet the $498 million of debt maturities due in
2009.  The coverage ratio covenant test under the $1.5 billion
revolver comes into effect when availability under the revolver,
net of cash balances, goes below $150MM. Goodyear's has the
capacity under the indentures for its unsecured obligations to
pledge additional assets (subject to the terms, limitations and
exclusions provided in the respective indentures).  Should the
permissible basket of liens exceed the prescribed amount, Goodyear
would be required to ratably secure the unsecured notes and bonds
issued under the indentures.

Ratings affirmed:

Goodyear Tire & Rubber Company

  -- Corporate Family Rating, Ba3

  -- Probability of Default Rating, Ba3

  -- Speculative Grade Liquidity rating, SGL-2

  -- $1.5 billion first lien revolving credit facility, Baa3 (LGD-
     1, 9%)

  -- $1.2 billion second lien term loan, Ba1 (LGD-2, 25%)

  -- 7 6/7% senior notes, B2 (LGD-6, 95%)

  -- 7% senior notes, B2 (LGD-6, 95%)

Goodyear Dunlop Tyres Europe B.V. and certain subsidiaries

  -- EUR505 million of first lien revolving credit facilities,
     Baa3 (LGD-1, 9%)

Ratings Lowered:

Goodyear Tire & Rubber Company

  -- 9% senior unsecured notes due 2015, to B1 (LGD-4, 66%) from
     Ba3 (LGD-4, 58%)

  -- Floating rate unsecured note due 2009, to B1 (LGD-4, 66%)
     from Ba3 (LGD-4, 58%)

  -- 8 5/8 % senior unsecured notes due 2011, to B1 (LGD-4, 66%)
     from Ba3 (LGD-4, 58%)

The last rating action was on May 10, 2007 at which time ratings
were upgraded.

Goodyear Tire & Rubber Company, based in Akron, Ohio, is one of
the world's largest tire companies with more than 90 facilities in
28 countries around the world.  Revenues in 2007 were
approximately $19.6 billion.


GREEKTOWN CASINO: Disputes Rumors That It Is Closing
----------------------------------------------------
In a press release, Greektown Casino LLC assures the public that
contrary to what Joe McCoy, Greektown's chairman, and the media
is saying, Greektown Casino is open for business and is not in
danger of running out of cash and closing in December.

Joe McCoy, Chairman, Greektown Casino Management Board, said that
contrary to certain exaggerated claims you may have read or
heard in the news media, Greektown Casino is open for business,
will continue to be open for business, and is not in danger of
"running out of cash" and "closing in December."  Such claims are
false, he said.

Mr. McCoy relates that while Greektown Casino filed for Chapter 11
bankruptcy protection, (i) Chapter 11 allows a company
to continue operating normally while reorganizing its business
debt and business plan, and (ii) hundreds of the nation's and
Michigan's largest companies are now in Chapter 11 or teetering
toward it.

"During high-profile Chapter 11 cases, incomplete,
false or speculative information finds its way into the news
media," Mr. McCoy avers.  He points to recent claims -- which he
says is false -- that Greektown Casino was "running out of cash"
and about to close or unable to pay the construction company
building our new hotel.

Mr. McCoy announces that by Friday, Greektown Casino will open its
renovated VIP gaming area.  "In early February, we will open our
400-room Greektown Casino-Hotel," he added.

                      About Greektown Casino

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

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

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

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

(Greektown Casino Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


GREEKTOWN CASINO: Former Employee Sues for Illegal Discharge
------------------------------------------------------------
Kenneth Higham filed a complaint in the Wayne County Circuit
Court for the State of Michigan against his employer, Debtor
Greektown Casino LLC, on October 22, 2008, alleging that he was
wrongfully discharged by the Debtor.

Under his Complaint, Mr. Higham seeks damages from the Debtor in
excess of $25,000.

Pursuant to Rule 9027 of the Federal Rules of Bankruptcy
Procedure and Section 1452(a) of the Judicial and Judiciary
Procedures Code, the Debtors filed a notice dated November 20,
2008, with respect to the removal of the Higham Complaint to the
U.S. Bankrupt Court for the Eastern District of Michigan.

Mr. Higham held the job of a table games supervisor.

Mr. Higham related that while working for Greektown, he told
Greektown's management that he was not being properly paid and
that he contacted a public body in Michigan to confirm the
reported violations.  As a result, Mr. Higham said he received
the pay he was entitled to, as did other employees.

Mr. Higham revealed that after he told Greektown that he was
reporting the violations to a public body, he was repeatedly
harassed and unjustifiably suspended and ultimately terminated
from his employment.  He noted that as Greektown's employee, he
was receiving a substantial salary and full benefits.

As a direct result of his termination, Mr. Higham contended that
Greektown violated MCLA 15.362 or the Michigan Whistleblowers'
Protection Act, which provides that an employer will not
discharge or discriminate against an employee for the reason that
the employee reports or is about to report a suspected violation
of law or rule pursuant to applicable laws to a public body.

Mr. Higham maintained that as a result of the Debtor's violation
of the Whistleblowers' Protection Act, he has been injured and
damaged as he incurred or is subjected to:

  * loss of earnings and earning capacity, past and future;
  * loss of fringe benefits of employment, past and future;
  * anxiety, embarrassment and humiliation, past and future;
  * mental anguish, past and future; and
  * required payments of a reasonable attorney fee, as provided
    by statute.

Against this backdrop, Mr. Higham seeks to be paid roughly
$25,000 by the Debtor by virtue of the alleged violations.

                      About Greektown Casino

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

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

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

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

(Greektown Casino Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


GREEKTOWN CASINO: Seeks Plan Extension; Parties Object
------------------------------------------------------
Greektown Holdings, LLC and its affiliates have asked the U.S.
Bankruptcy Court for the Eastern District of Michigan to extend:

   (a) the period under which they have exclusive rights to file a
       Chapter 11 plan through February 15, 2009; and

   (b) the period under which they have lone right to solicit
       acceptances to that plan through April 16, 2009.

The Debtors currently have the exclusive right to file a plan of
reorganization through December 15, 2008.  They also have the
exclusive right to solicit acceptances of that plan through
February 16, 2009.  This is the second time the Debtors are
seeking an extension to their Plan filing deadlines.

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

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

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

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

                          Parties Object

Six parties oppose the Debtors' second request to extend the
exclusive periods to submit a plan of reorganization and solicit
acceptances:

  (1) The City of Detroit

  (2) Deutsche Bank Trust Company Americas, the indenture
      trustee for $185 million of senior notes due 2013 issued
      by Greektown Holdings LLC and Greektown Holdings II, Inc.

  (3) Jenkins/Skanska Venture LLC

  (4) The Official Committee of Unsecured Creditors

  (5) AIG Global Investment Corp., BlackRock Advisors, Inc., MFC
      Global Investment Management U.S. LLC, Oppenheimer Funds
      and Regiment Capital Advisors LP (the Noteholders)

  (6) The State of Michigan Gaming Control Board

The Objecting Parties generally want the Debtors to speed up the
process in coming up with a plan of reorganization or allow other
parties in coming up with a separate plan.

On behalf of the City of Detroit, Cezar M. Froelich, Esq., at
Shefsky & Froelich Ltd., Chicago, Illinois, notes that the
Debtors intend "to seek their initially requested and rejected
excessive eight month extension of the Exclusive Period by
requesting a series of shorter extensions."

Mr. Froelich points out that the City previously agreed to a
short extension of the period because it understands that the
Debtors need additional time in coming up with a Plan.  However,
he cites, the Debtors have not undertaken the necessary steps to
present a Plan and have exhibited an "appalling" lack of urgency
in moving their bankruptcy cases to a conclusion.

The Creditors Committee argues that the Debtors clearly still
have no means of financing a plan of reorganization and have no
plan negotiations with the Committee.

On behalf of Deutsche Bank, Alan Kolod, Esq., at Moses & Singer
LLP, in New York, relates that the Bank is in communication with
a significant majority of holders of Senior Notes issued by the
Debtors, who have organized an unofficial ad hoc committee.  He
discloses that the Noteholders have asked the Bank to object to
the Debtors' request.

According to Mr. Kolod, the Noteholders' consensus is that the
exclusivity extension the Debtors seek is unwarranted and should
be denied.  He contends that the Debtors have failed to initiate
plan negotiations with their creditors and as a result, the
Noteholders desire the opportunity to file their own plan.

The Objecting Parties believe that all interested parties would
benefit from opening up the Debtors' Chapter 11 cases so that the
Debtors are not the only party allowed to submit a plan of
reorganization.

"Ignoring the concerns of their unsecured creditors, the Debtors
insist on pursuing a rigid pre-negotiation process in the hope it
will enable them to dictate the structure and timing of plan
negotiations," Mr. Kolod says.

Mr. Kolod adds that the Objecting Parties want the Debtors to
transfer control of the casino to creditors who can recapitalize
the casino and install competent new management.

The pressure from the Objecting Parties has helped accelerate the
Debtors' original plan timetable somewhat, Mr. Kolod points out.
However, he notes, the Debtors still refuse to engage in plan
negotiations with their unsecured creditors.  "Instead of
aggressively pursuing an exit from bankruptcy, the Debtors are
focused on 'shoring up' their ability to protract the plan
process to extract a recovery for their 'out of money'
shareholders."

The Debtors' focus is evident from their attempt to recruit new
corporate directors to replace the currently unacceptable and
unqualified Board of Directors, which is anathema to both the
creditors and governmental bodies with whom the Debtors deal, Mr.
Kolod says.  The Debtors, he points out, have never vetted any of
their candidates with either the Noteholders or the Creditors
Committee.

"The best way to stabilize and improve casino operations and
satisfy both creditors and governmental authorities would be to
accelerate the negotiation of a plan that would effect a change
of control to new owners whether existing creditors or new
investors," Mr. Kolod contends.

The MGCB asserts that by extending the Exclusive Periods, the
Debtors will continue to violate Section 432.210 of the Michigan
Gaming Control and Revenue Act.

Susan M. Cook, MGCB's special assistant attorney general, says
that certain factors lead to a conclusion that the Debtors cannot
submit a viable plan of reorganization:

  -- The Debtors do not possess the requisite financial
     feasibility given their current deteriorating operations
     and the low probability of securing adequate lending in a
     crumbling market.

  -- As the City of Detroit has declined to waive Debtors'
     defaults under the Development Agreements, the strong
     possibility exists that they could notify the Board and
     trigger a mandatory revocation of Debtors' license.

  -- The longer the bankruptcy process is dragged out by Debtors
     the more the Board may feel it needs to intervene to
     protect the integrity of the casino license.

If further delay in the Debtors' Chapter 11 cases is permitted,
the Board says it may be compelled to exercise its regulatory
powers to protect the integrity of the casino license, including
its right to invoke the sale process which has arisen due to the
continuing defaults of the Debtors under the orders of the Board.

Finally, it is important to note that the sale and license
revocation powers of the City and the Board would remain even if
Debtors were somehow able to confirm a plan, Ms. Cook notes.  The
Board adds that it retain its power to deny license renewal.

                       Debtors Talk Back

On behalf of the Debtors, Daniel J. Weiner, Esq., at Schafer and
Weiner PC, in Bloomfield Hills, Michigan, argues that the
Objecting Parties make false and misleading allegations that the
Debtors have done nothing since the Petition Date towards a plan
of reorganization.

Mr. Weiner notes that none of the Objecting Parties opposed the
entry of the Final Order granting postpetition financing.  He
cites that the Final DIP Order set forth certain milestones for
the Debtors to follow related to multiple paths to exit
bankruptcy, including dates by which the Debtors were to have
retained an investment banker, populated a data room, and either
complete a bidding process leading to a sale or file a plan of
reorganization.  However, it was only after the Final DIP Order
was entered that the City of Detroit, the Indenture Trustee, and
the Committee decided that the milestones should be changed, he
notes.

Mr. Weiner elaborates that in order to resolve the various
objections filed against the first Exclusivity Motion, the
Debtors accelerated the milestones.  In addition, the Debtors
hired Moelis & Company LLC as its investment banker to identify,
review, negotiate, evaluate and initiate a reorganization.

The Debtors have successfully complied with every milestone,
accelerated or otherwise, yet are now faced with new objection
from the same parties, arguing that meeting the accelerated
milestones which they themselves agreed to does not support an
additional 60 days, Mr. Weiner laments.

Mr. Weiner also tells the Court that none of the Objecting
Parties have ever initiated any meeting with the Debtors to
discuss what they want to see in a plan of reorganization.  Only
one creditor who came forward with a proposal to finance a plan
of reorganization, he discloses, and the Debtors are presently
engaged in ongoing and substantive plan discussions and
negotiations with that creditor.

Based on these reasons, the Debtors ask the Court to overrule the
arguments of the Objecting Parties and grant their request.

               Jenkins/Skanska Withdraws Objection

Jenkins/Skanska has withdrawn its objections to the Debtors'
request.  It did not provide any reason for the withdrawal.

The Second Exclusivity Motion was set to be heard on November 17,
2008.  As of presstime, no Court ruling on the matter has been
entered.

The Free Business Writer reports that Judge Shapero is set to
convene a hearing on November 25, to hear what steps the Debtors
have undertaken to get out of bankruptcy protection.  The Court
is anticipated to issue a ruling after the conclusion of that
hearing, the news source added.

                      About Greektown Casino

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

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

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

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

(Greektown Casino Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


HEALTH NET: Deteriorating Performance Cues S&P's Rating Downgrades
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit rating on Health Net Inc. to 'BB' from 'BB+'.

Standard & Poor's also said that it lowered its counterparty
credit and financial strength ratings on Health Net's core
operating subsidiaries to 'BBB-' from 'BBB' and its ratings on
Health Net's other operating subsidiaries to 'BB+' or 'BB'.

The outlook on all these companies is negative.

The '3' recovery rating on Health Net's $400 million, 6.375%
senior notes due 2017 is unchanged.  A '3' recovery rating
indicates a meaningful (50%-70%) recovery in the event of a
payment default.

"The rating actions reflect S&P's view that Health Net's operating
performance has deteriorated to a level more consistent with the
new ratings," noted Standard & Poor's credit analyst Neal
Freedman.  The company announced that its estimated 2008 pretax
GAAP operating earnings (which exclude litigation charges, expense
repositioning initiative charges, and realized gains and losses)
would be lower by $150 million-$180 million as a result of higher-
than-expected hospital utilization and unit costs on its
commercial, Medicare, and Medicaid businesses.  The revised
expected earnings of $320 million-$350 million on revenues of
$15.0 billion-$15.5 billion result in a return on revenue of 2.1%-
2.3% compared with prior expectations of about 3.3%.  EBITDA
interest coverage is expected to be 8x-10x, and debt-service
coverage, which includes the effect of scheduled principal
repayments on the company's $175 million amortizing financing
facility due 2012, is expected to be 4x-6x.  Standard & Poor's
believes that Health Net's affiliated subsidiary, Health Net
Federal Services LLC, adds significant earnings and cash-flow
stability through the TRICARE contract.  S&P has factored this
earnings and cash-flow stability into S&P's ratings.

"The negative outlook reflects S&P's concerns regarding possible
further operating performance weakness as well as the potential
for a pattern for a continuing pattern of earnings volatility
resulting from material non-operating charges," Mr. Freedman
explained.  The challenging economic and operating environment the
health insurance industry is facing exacerbates these concerns.
If Health Net's earnings were to deteriorate further, S&P could
lower the ratings by another notch.


HOUSE OF EUROPE I: Moody's Downgrades Ratings on Two Note Classes
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings on two classes of
notes issued by House of Europe Funding I, Ltd., and left one of
these ratings on review for possible downgrade.  The notes
affected by this rating action are:

Class Description: EUR880,000,000 Class A House of Europe Funding
I Notes

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade
  -- Prior Rating Action Date: May 30, 2008

Class Description: EUR65,000,000 Class B House of Europe Funding I
Notes

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: May 30, 2008

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

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


HOUSE OF EUROPE II: Moody's Cuts Ratings on Four Note Classes
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings on four classes
of notes issued by HOUSE OF EUROPE FUNDING II PLC and left two of
these ratings on review for possible downgrade.  The notes
affected by the rating actions are:

Class Description: EUR870,000,000 Class A House of Europe Funding
II Floating Rate Notes due 2044

  -- Prior Rating: Aaa
  -- Current Rating: Baa1, on review for possible downgrade
  -- Prior Rating Action Date: May 26, 2004

Class Description: EUR60,000,000 Class B House of Europe Funding
II Floating Rate Notes due 2044

  -- Prior Rating: Aaa
  -- Current Rating: Caa1, on review for possible downgrade
  -- Prior Rating Action Date: May 26, 2004

Class Description: EUR57,000,000 Class C House of Europe Funding
II Floating Rate Notes due 2044

  -- Prior Rating: B2
  -- Current Rating: C
  -- Prior Rating Action Date: June 9, 2008

Class Description: EUR8,000,000 Class D House of Europe Funding II
Floating Rate Notes due 2044

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: June 9, 2008

According to Moody's, these rating actions are as a result of the
continued deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.  The transaction is currently failing a senior
test of overcollateralization and more than six per cent of the
collateral is rated "B" and below.  The collateral includes a
large portion of 2006 and 2007 vintage securities, as well as
exposure to ABS CDOs which have shown significant credit
deterioration since the prior rating action was taken.

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


IMPAC CMB: Moody's Cuts Ratings on 124 Tranches From 17 Deals
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 124
tranches from 17 transactions issued by Impac.  One tranche
continues to remain on review for further possible downgrade.
Additionally, the ratings on 6 IO tranches were withdrawn.  The
collateral backing these transactions consists primarily of first-
lien, adjustable-rate, Alt-A mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.
Moody's Investors Service has also published the underlying
ratings on certain insured notes as identified below, and has
taken actions on certain tranches accordingly.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The ratings on securities
that are guaranteed or "wrapped" by a financial guarantor is the
higher of a) the rating of the guarantor or b) the published
underlying rating.  The current ratings on the below notes are
consistent with Moody's practice of rating insured securities at
the higher of the guarantor's insurance financial strength rating
and any underlying rating that is public.

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

Complete rating actions are:

Issuer: Impac CMB Trust Series 2004-10

Class Description: Class 1-A-2

  -- Current Rating: B1, on review for possible downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, on review for possible downgrade)

  -- Underlying Rating: Caa2

Class Description: Class 2-A

  -- Current Rating: B1, on review for possible downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, on review for possible downgrade)

  -- Underlying Rating: Caa1

  -- Cl. 3-A-1, Downgraded to Aa1 from Aaa

  -- Cl. 3-A-2, Downgraded to A1 from Aaa

  -- Cl. 3-M-1, Downgraded to A2 from Aa1

  -- Cl. 3-M-2, Downgraded to Baa1 from Aa2

  -- Cl. 3-M-3, Downgraded to Ba1 from Aa3

  -- Cl. 3-M-4, Downgraded to B2 from A1

  -- Cl. 3-M-5, Downgraded to Caa2 from A3

Issuer: Impac CMB Trust Series 2004-11 Collateralized Asset-Backed
Bonds, Series 2004-11

  -- Cl. 1-A-1, Downgraded to B1 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, on review for possible downgrade)

  -- Underlying Rating: Caa2

Class Description: Class 2-A

  -- Current Rating: B1, on review for possible downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, on review for possible downgrade)

  -- Underlying Rating: Caa2

  -- Cl. 2-A-2, Downgraded to Aa3 from Aaa

  -- Cl. 2-M-1, Downgraded to A1 from Aa1

  -- Cl. 2-M-2, Downgraded to A3 from Aa2

  -- Cl. 2-M-3, Downgraded to Baa2 from Aa3

  -- Cl. 2-M-4, Downgraded to Ba2 from A1

  -- Cl. 2-M-5, Downgraded to B3 from A2

  -- Cl. 2-M-6, Downgraded to Caa2 from A3

  -- Cl. 2-B, Downgraded to Ca from Baa1

Issuer: Impac CMB Trust Series 2004-4 Collateralized Asset-Backed
Bonds, Series 2004-4

  -- Cl. 1-M-2, Downgraded to A1 from Aa2
  -- Cl. 1-M-3, Downgraded to A2 from Aa3
  -- Cl. 1-M-4, Downgraded to A3 from A1
  -- Cl. 1-M-5, Downgraded to Baa2 from A2
  -- Cl. 1-M-6, Downgraded to Ba2 from A3
  -- Cl. 2-B, Downgraded to Ba3 from Baa2

Issuer: Impac CMB Trust Series 2004-6 Collateralized Asset-Backed
Bonds, Series 2004-6

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to A2 from A1
  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Ba1 from A3

Issuer: Impac CMB Trust Series 2004-7 Collateralized Asset-Backed
Bonds, Series 2004-7

  -- Cl. 1-A-1, Downgraded to Aa1 from Aaa

  -- Cl. 1-A-2, Downgraded to A1 from Aaa

  -- Cl. 2-A, Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Ambac Assurance Corporation (currently
     Baa1)

  -- Underlying Rating: Aa3

  -- Cl. M-1, Downgraded to A2 from Aa1

  -- Cl. M-2, Downgraded to A3 from Aa2

  -- Cl. M-3, Downgraded to Baa2 from Aa3

  -- Cl. M-4, Downgraded to Ba1 from A1

  -- Cl. M-5, Downgraded to Caa1 from A2

Issuer: Impac CMB Trust Series 2004-9 Collateralized Asset-Backed
Bonds, Series 2004-9

  -- Cl. 1-A-1, Downgraded to Aa2 from Aaa

  -- Cl. 1-A-2, Downgraded to A2 from Aaa

  -- Cl. 2-A, Downgraded to A1 from Aaa

  -- Financial Guarantor: Ambac Assurance Corporation (currently
     Baa1)

  -- Underlying Rating: A1

  -- Cl. A-IO, Withdrawn, previously rated Aaa

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to Baa2 from Aa2

  -- Cl. M-3, Downgraded to Baa3 from Aa3

  -- Cl. M-4, Downgraded to Ba3 from A1

  -- Cl. M-5, Downgraded to Caa1 from A2

  -- Cl. M-6, Downgraded to Ca from A3

Issuer: Impac CMB Trust Series 2005-1 Collateralized Asset-Backed
Bonds, Series 2005-1

  -- Cl. 1-A-1, Downgraded to Aa3 from Aaa
  -- Cl. 1-A-2, Downgraded to A3 from Aaa
  -- Cl. 2-A-1, Downgraded to Aa1 from Aaa
  -- Cl. 2-A-2, Downgraded to A3 from Aaa
  -- Cl. A-IO, Withdrawn, previously rated Aaa
  -- Cl. M-1, Downgraded to Baa3 from Aa1
  -- Cl. M-2, Downgraded to B3 from Aa2
  -- Cl. M-3, Downgraded to Caa3 from Aa3
  -- Cl. M-4, Downgraded to Ca from A1
  -- Cl. M-5, Downgraded to Ca from A2
  -- Cl. M-6, Downgraded to Ca from A3
  -- Cl. B, Downgraded to Ca from Baa1

Issuer: Impac CMB Trust Series 2005-2 Collateralized Asset-Backed
Bonds, Series 2005-2

  -- Cl. 1-A-1, Downgraded to Aa2 from Aaa
  -- Cl. 1-A-2, Downgraded to Aa3 from Aaa
  -- Cl. 1-A-IO, Withdrawn, previously rated Aaa
  -- Cl. 1-M-1, Downgraded to Baa2 from Aa1
  -- Cl. 1-M-2, Downgraded to Ba3 from Aa2
  -- Cl. 1-M-3, Downgraded to B3 from Aa3
  -- Cl. 1-M-4, Downgraded to Caa3 from A1
  -- Cl. 1-M-5, Downgraded to Ca from A2
  -- Cl. 1-M-6, Downgraded to Ca from A3
  -- Cl. 1-B, Downgraded to Ca from Baa2

Issuer: Impac CMB Trust Series 2005-3 Collateralized Asset-Backed
Bonds, Series 2005-3

  -- Cl. A-1, Downgraded to Aa3 from Aaa

  -- Cl. A-2, Downgraded to A2 from Aaa

  -- Cl. A-3, Downgraded to A1 from Aaa

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, on review for possible downgrade)

  -- Underlying Rating: A1

  -- Cl. A-IO, Withdrawn, previously rated Aaa

  -- Cl. M-1, Downgraded to Ba1 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa2

  -- Cl. M-3, Downgraded to Caa3 from Aa3

  -- Cl. M-4, Downgraded to Ca from A1

  -- Cl. M-5, Downgraded to Ca from A2

  -- Cl. M-6, Downgraded to Ca from A3

  -- Cl. B, Downgraded to Ca from Baa2

Issuer: Impac CMB Trust Series 2005-4 Collateralized Asset-Backed
Bonds, Series 2005-4

  -- Cl. 1-A-1A, Downgraded to Aa1 from Aaa
  -- Cl. 1-A-1B, Downgraded to Aa1 from Aaa
  -- Cl. 1-A-2, Downgraded to Aa3 from Aaa
  -- Cl. 1-A-IO, Withdrawn, previously rated Aaa
  -- Cl. 1-M-1, Downgraded to Baa2 from Aa1
  -- Cl. 1-M-2, Downgraded to Ba3 from Aa2
  -- Cl. 1-M-3, Downgraded to B3 from Aa3
  -- Cl. 1-M-4, Downgraded to Caa3 from A1
  -- Cl. 1-M-5, Downgraded to Ca from A2
  -- Cl. 1-M-6, Downgraded to Ca from A3
  -- Cl. 1-B-1, Downgraded to Ca from Baa2
  -- Cl. 1-B-2, Downgraded to Ca from Baa3

Issuer: Impac CMB Trust Series 2005-5 Collateralized Asset-Backed
Bonds, Series 2005-5

  -- Cl. A-1, Downgraded to Aa3 from Aaa

  -- Cl. A-2, Downgraded to Aa3 from Aaa

  -- Cl. A-3W, Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Ambac Assurance Corporation (currently
     Baa1)

  -- Underlying Rating: Aa3

  -- Cl. A-4, Downgraded to A3 from Aaa

  -- Cl. A-IO, Withdrawn, previously rated Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2

  -- Cl. M-3, Downgraded to Caa3 from Aa3

  -- Cl. M-4, Downgraded to Ca from A1

  -- Cl. M-5, Downgraded to Ca from A2

  -- Cl. M-6, Downgraded to Ca from A3

  -- Cl. B, Downgraded to Ca from Baa2

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2002-2

  -- Cl. B-2, Downgraded to Caa3 from B2

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2004-1

  -- Cl. M-1, Downgraded to Aa3 from Aa2
  -- Cl. M-2, Downgraded to A3 from A2
  -- Cl. M-3, Downgraded to Ba2 from Baa2

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2004-2

  -- Cl. M-3, Downgraded to Ba2 from Baa2

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2004-3

  -- Cl. M-3, Downgraded to Baa2 from Aa3
  -- Cl. M-4, Downgraded to Ba3 from A1
  -- Cl. M-5, Downgraded to Caa1 from A2
  -- Cl. B, Downgraded to Ca from Baa1

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2004-4

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to B2 from A3
  -- Cl. B, Downgraded to Ca from Baa2

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2005-1

  -- Cl. 1-A-1, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-X, Downgraded to Baa1 from Aaa
  -- Cl. 2-A, Downgraded to Baa1 from Aaa
  -- Cl. 3-A-1, Downgraded to Baa1 from Aaa
  -- Cl. 3-A-X, Downgraded to Baa1 from Aaa
  -- Cl. 4-A, Downgraded to Baa1 from Aaa
  -- Cl. 5-A-1, Downgraded to A1 from Aaa
  -- Cl. 5-A-3, Downgraded to A1 from Aaa
  -- Cl. 5-A-4, Downgraded to A1 from Aaa
  -- Cl. 5-A-5, Downgraded to Baa2 from Aaa
  -- Cl. 5-A-6, Downgraded to Aa1 from Aaa
  -- Cl. 5-A-7, Downgraded to Baa2 from Aaa
  -- Cl. 5-A-X, Downgraded to Aa1 from Aaa
  -- Cl. B-1, Downgraded to Caa1 from Aa3
  -- Cl. B-2, Downgraded to Ca from A3
  -- Cl. B-3, Downgraded to Ca from Baa2


INDYMAC HOME: Moody's Downgrades Ratings on Four Certificates
-------------------------------------------------------------
Moody's Investors Service has downgraded four certificates issued
by IndyMac Home Equity Mortgage Loan Asset-Backed Trust.  The
transactions are backed by second lien loans.  The certificates
were downgraded because the bonds' credit enhancement levels,
including excess spread and subordination were too low compared to
the current projected loss numbers at the previous rating levels.
The actions take into account the continued and worsening
performance of transactions backed by closed-end-second
collateral.  Substantial pool losses of over the last few months
have eroded credit enhancement available to the mezzanine and
senior certificates.  Despite the large amount of write-offs due
to losses, delinquency pipelines have remained high as borrowers
continue to default.

Moody's Investors Service has also taken action on underlying
ratings of certain insured notes identified.  The ratings on
securities that are guaranteed or "wrapped" by a financial
guarantor is the higher of a) the rating of the guarantor or b)
the published underlying rating.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The current ratings on the
below notes are consistent with Moody's practice of rating insured
securities at the higher of the guarantor's insurance financial
strength rating and any underlying rating that is public.

For IndyMac Home Equity Mortgage Loan Asset-Backed Trust, INDS
2006-1, a prior press release, dated August 13, 2008, incorrectly
stated that ratings on classes A-1, A-2, A-3, A-4 and A-5 were
underlying ratings, when they were in fact implied ratings derived
from published ratings on other tranches of the same transaction.

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, INDS
2006-A

  -- Cl. A, Downgraded to Ca from Ba3
  -- Cl. M-1, Downgraded to C from Caa1
  -- Cl. M-2, Downgraded to C from Caa3
  -- Cl. M-3, Downgraded to C from Ca

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, INDS
2006-1

Class Description: Cl. A-1

  -- Current Rating: B1, on review for possible downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, on review for possible downgrade)

  -- Underlying Rating: Downgraded to B3 from Baa3

Class Description: Cl. A-2

  -- Current Rating: B1, on review for possible downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1,on review for possible downgrade)

  -- Underlying Rating: Downgraded to Ca from B1

Class Description: Cl. A-3

  -- Current Rating: B1, on review for possible downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, on review for possible downgrade)

  -- Underlying Rating: Downgraded to C from Ca

Class Description: Cl. A-4

  -- Current Rating: B1, on review for possible downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
    (B1, on review for possible downgrade)

  -- Underlying Rating: C

Class Description: Cl. A-5

  -- Current Rating: B1, on review for possible downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, on review for possible downgrade)

  -- Underlying Rating: C


INTERMOST CORP: Auditor Raises Going Concern Doubt
--------------------------------------------------
Albert Wong & Co., in Hong Kong, informed the board of directors
and stockholders of Intermost Corporation that after auditing the
company and its subsidiaries' financial statements for the years
ended June 30, 2008, and 2007, it has substantial doubt about the
company's ability to continue as a going concern.  The firm
pointed out that the company has suffered recurring losses from
operations and has a significant accumulated deficit.

The company incurred a net loss of $1,557,594 for the year ended
June 30, 2008, and has an accumulated deficit of $20,846,563 as of
June 30, 2008.  The company also continues to experience negative
cash flows from operations.  The company will be required to raise
additional capital to fund its operations, and will continue to
attempt to raise capital resources from both related and unrelated
parties until the company is able to generate revenues sufficient
to maintain itself as a viable entity.

The company plans to strengthen its core business, control its
overall expenditures, improve the efficiency of its operations and
continue its efforts to expand by acquiring other business
opportunities.

The company's consolidated balance sheet as of June 30, 2008,
showed total assets of $9,179,791 and total liabilities of
$4,832,412, resulting in total stockholders' equity of $4,334,961.

A full-text copy of Intermost Corporation's Annual Report is
available for free at: http://researcharchives.com/t/s?3525

A week after filing its Annual Report, the company delivered to
the Securities and Exchange Commission its latest quarterly report
ended September 30, 2008.  As of Sept. 30, 2008, the company's
consolidated balance sheet showed total assets of $8,865,852,
total current liabilities of $4,730,036, minority interests of
$11,452, and total stockholders' equity of $4,124,364.  For the
quarter ended September 30, 2008, the company posted a net loss of
$229,467 on revenues of $520.

A full-text copy of Intermost Corporation's Quarterly Report is
available for free at: http://researcharchives.com/t/s?3526

The company had entered into a joint venture agreement with other
PRC investors on February 19, 2008, to spin off certain
subsidiaries and investments in operating equity exchange.  The
PRC investors will form a new company to hold these subsidiaries
and investments and seek an independent listing of the new company
on a US exchange.  The name of the new company is China Equity
Platform Holding Group Limited.  When the spin off process is
completed, IMOT will get 60% common stock of the newly formed
company.  As of October 14, 2008, the company disclosed that the
spin off process is still under processing and waiting for the
approval from PRC Officials. The subsidiary and associate
companies that will be spin off are:

  * ChinaE.com Technology (Shenzhen) Company Limited
  * ChinaE.com Investment Consultant (Shenzhen) Company Limited
  * ChinaE.com E-commerce Company Limited
  * Intermost Focus Advertising Company Limited
  * Shenzhen International Hi-Tech Property Right Exchange Centre
  * Hainan Special Economic Zone Property Rights Exchange Centre

                    About Intermost Corporation

Intermost Corporation, including its subsidiaries and associated
companies, was originally incorporated in the State of Utah on
March 6, 1985, under the name Utility Communications
International, Inc.  The company changed its name from Utility
Communications International, Inc. to Intermost Corporation on
October 23, 1998.  In February 2003, the Company re-domiciled from
the State of Utah to the State of Wyoming.

On October 23, 1998, the Company acquired a 100% interest in
Intermost Limited, a company incorporated in the British Virgin
Islands, by issuing 4,970,000 shares of its common stock with a
par value of US$0.001 per share (after the redenomination of par
value and a stock split) to the shareholders of IL.  The
acquisition of IL by the Company was treated as a reverse
acquisition since IL was the continuing entity as a result of the
exchange reorganization.

The Company is engaged in providing, directly and through its
subsidiaries and associated companies, business portal and e-
commerce solutions in the People's Republic of China.


INVACARE CORP: S&P Lifts Rating to 'B+' on Improved Performance
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised all its ratings
on Elyria, Ohio-based medical equipment manufacturer Invacare
Corp., including its corporate credit rating, which was upgraded
to 'B+' from 'B'.  The outlook remains stable.

"The upgrade reflects an improvement in both the company's
business and financial performance, since S&P initially rated the
company in January 2007," said Standard & Poor's credit analyst
Michael Berrian.  "Since then, Invacare has restructured its
largest business, the North American/Home Medical Equipment
division, streamlining operations and significantly reducing
costs."  Over the past 18 months, the company has realized the
benefits of that restructuring through higher revenues and
earnings; revenues and EBITDA have grown by about 16% and 27% in
the period from March 31, 2007, through Sept. 30, 2008.  As a
result, Invacare reduced adjusted debt leverage to 3.9x, from 5.7x
during that time.

The ratings on Invacare still reflect the company's exposure to
Medicare reimbursement reductions, its concentration in
wheelchairs, counterparty risk for its accounts receivable, as
well as its aggressive financial risk.

Invacare's vulnerable business risk profile reflects significant
competitive and reimbursement issues.  Notwithstanding its
leadership position in niche medical equipment markets, Invacare
is susceptible to reimbursement pressures, which are unlikely to
abate in the near-term.  Specifically, S&P remains concerned about
the near-term impact the 9.5% rate cut (scheduled for January
2009) could have on purchasing patterns in the home health
industry, which could ultimately pressure revenues and EBITDA.
Changes in reimbursement programs could also affect customer
liquidity and profitability.  Coupled with an economic environment
that inhibits lending, Invacare could be subject to delayed
payments and/or receivables write-offs from smaller customers who
are unable to obtain credit.  Fortunately, Invacare benefits from
a diverse customer list, with no customer accounting for more than
3% of sales.  While the delay of Medicare's proposed Competitive
Bidding program, with an average cut of 26%, was a positive
development, S&P is less concerned about its effect should it re-
launch in 2010, because complex, high-end rehab power wheelchairs
and related accessories will be exempt from any future program.

The stable outlook reflects Standard & Poor's belief that Invacare
has positioned itself operationally, and with its improved
financial position, to better withstand near-term reimbursement
and consumer credit pressures.  The outlook could be revised to
negative if the 9.5% reimbursement cut pressures margins and
results in a 10% erosion of EBITDA that raises adjusted leverage
to more than 4.2x and strains liquidity with increased borrowing
needs.  Though unlikely, any debt-financed acquisition that would
also increase leverage to 4.2x or more would also pressure the
rating.  A higher rating within the next several years is possible
if Invacare demonstrates that operating improvement is
sustainable, even if reimbursement and competitive pressures
persist.


I-MANY INC: Management Raises Going Concern Doubt
-------------------------------------------------
Kevin M. Harris, chief financial officer and treasurer of I-Many,
Inc., disclosed on November 7, 2008, to the Securities and
Exchange Commission that the company has incurred recurring losses
from operations, and as of September 30, 2008 the company's total
liabilities exceeded its total assets by $6.2 million.  The
company's common stock is at risk of being delisted from the
NASDAQ Capital Market, which would cause the Company's senior
convertible notes to be in default, Mr. Harris added.  "These
factors raise substantial doubt about the company's ability to
continue as a going concern.  Company management has instituted a
cost reduction program which included a reduction in headcount and
consulting costs in the second quarter and is in the process of
developing budgets for the year 2009 to achieve profitability.
Also, Company management is currently investigating options for
regaining compliance with the requirements of the NASDAQ Capital
Market."

As of September 30, 2008, the company's consolidated balance sheet
showed total assets of $32,900,000 and total liabilities of
$39,111,000.  For the quarter ended September 30, 2008, the
company posted a net loss of $3,309,000 on total net revenues of
$8,233,000.  In the same period a year ago, the company posted a
net loss of $1,227,000 on total net revenues of $10,698,000.  For
the nine months ended September 30, 2008, the company's net loss
totaled $12,555,000 while it was $8,963,000 in the same period a
year earlier.

Mr. Harris relates that in 2008, I-Many's sales have decreased
significantly.  "We believe that general economic conditions
affecting the life science industries, a relatively small and
recent base of customers using our next generation products, weak
sales force execution and competitive pressures are the primary
causes behind this decrease.  Meanwhile, our expenses had
increased during the first six months of 2008, largely as a direct
result of our acquisitions of the ClaimRight business and Edge
Dynamics.  In response to this deterioration in our sales results
and our increased operating losses, we reduced our headcount by a
total of 28 employees during the three-month period ended June 30,
2008, incurring $346,000 in estimated severance costs, and cut
back on projected future hiring plans. Our total employee
headcount has increased from 199 at
December 31, 2007 to 209 at September 30, 2008, but all of this
growth was comprised of additional staffing of our development
center in India.  And our spending on cost of products and
services, sales and marketing, research and development and
general and administrative expenses (excluding acquisition-related
charges and noncash stock compensation) in the third quarter of
2008 decreased to $10.3 million, which is in the range of our
quarterly spending levels during the two year period ended March
31, 2006."

On February 20, 2008, the company completed its purchase of the
assets related to the ClaimRight data validation software business
from Global Healthcare Exchange LLC and Global HealthCare
Exchange, Inc., for up to $2.2 million in cash, including up to
$600,000 which is being held back pending the achievement of
certain defined performance milestones during the first 12 months
after the closing.  The ClaimRight business marketed software to
pharmaceutical providers for the processing and validating of
pharmaceutical claim submissions.  "This purchase provides the
company with an established customer base and technology that
enhances its product offering to its pharmaceutical manufacturing
clients," Mr. Harris relates.

On May 5, 2008, the company completed its acquisition of all of
the outstanding capital stock of Edge Dynamics, Inc., a privately-
held developer of channel- and demand-management software based in
Redwood City, California, for a purchase price of $500,000 plus
the repayment and assumption of other obligations.  The total
merger consideration of approximately $5.1 million consisted of
$500,000 in cash paid to the shareholders of Edge Dynamics, $1.7
million in cash paid to extinguish Edge Dynamics' outstanding bank
debt, the assumption of Edge Dynamics' liabilities of $2.9
million, and transaction costs of approximately $290,000, less
Edge Dynamics' cash balance of $231,000.  Edge Dynamics developed
and marketed channel- and demand-management software to companies
in the pharmaceutical industry.  "This purchase provides the
company with an established customer base and technology that the
company believes will enhance its product offering to its
pharmaceutical manufacturing clients," Mr. Harris says.

A full-text copy of the company's Quarterly Report is available
for free at http://researcharchives.com/t/s?3527

                         About I-Many Inc.

I-Many Inc. provides software and related services that allow its
clients to manage their contract-based, business-to-business
relationships through the entirety of the contract management
lifecycle.  The company operates its business in two segments:
health and life sciences and industry solutions.  The health and
life sciences line of business markets and sells the company's
products and services to companies in the life sciences
industries, including pharmaceutical and medical product
companies, wholesale distributors and managed care organizations.
The industry solutions line of business targets all other
industries.


JAGUAR PLASTICS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Jaguar Plastics, LLC
        921 West Harris Road
        Arlington, TX 76001

Case No.: 08-45517

Petition Date: November 21, 2008

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

Judge: Russell F. Nelms

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

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

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

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


JP MORGAN: Moody's Downgrades Ratings on 264 Tranches
-----------------------------------------------------
Moody's Investors Service has downgraded 264 tranches and
confirmed 26 tranches from 13 Jumbo transactions issued by J.P.
Morgan in 2006 and 2007.

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

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

Complete rating actions are:

Issuer: J.P. Morgan Mortage Trust 2006-S2

  -- Cl. 1-A-1 Certificate, Downgraded to A1 from Aaa
  -- Cl. 1-A-2 Certificate, Downgraded to Ba3 from Aa1
  -- Cl. 1-A-3 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-4 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-5 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-6 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-7 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-8 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-9 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-10 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-11 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-12 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-13 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-14 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-15 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-16 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-17 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-18 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-19 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-20 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-21 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-22 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 1-A-23 Certificate, Downgraded to Ba3 from Aa1
  -- Cl. 1-A-24 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. A-P Certificate, Downgraded to Ba2 from Aaa
  -- Cl. A-X Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-1 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 2-A-2 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 3-A-1 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 3-A-2 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 3-A-3 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 3-A-4 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 3-A-5 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 3-A-6 Certificate, Downgraded to Ba3 from Aa1
  -- Cl. 3-A-7 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 3-A-8 Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-9 Certificate, Downgraded to Ba3 from Aa1
  -- Cl. 3-A-10 Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-11 Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-12 Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-13 Certificate, Downgraded to Ba3 from Aa1
  -- Cl. 3-A-14 Certificate, Downgraded to A2 from Aaa

Issuer: J.P. Morgan Mortgage Trust 2006-A2

  -- Cl. 1-A-1 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 1-A-2 Certificate, Downgraded to A1 from Aaa
  -- Cl. 1-A-3 Certificate, Downgraded to A2 from Aaa
  -- Cl. 1-A-4 Certificate, Downgraded to Ba2 from Aa1
  -- Cl. 2-A-1 Certificate, Downgraded to A1 from Aaa
  -- Cl. 2-A-2 Certificate, Confirmed at Aaa
  -- Cl. 2-A-3 Certificate, Downgraded to A2 from Aaa
  -- Cl. 2-A-4 Certificate, Downgraded to A2 from Aaa
  -- Cl. 2-A-5 Certificate, Downgraded to Ba2 from Aa1
  -- Cl. 3-A-1 Certificate, Downgraded to Aa2 from Aaa
  -- Cl. 3-A-2 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 3-A-3 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 3-A-4 Certificate, Downgraded to Ba1 from Aa1
  -- Cl. 4-A-1 Certificate, Confirmed at Aaa
  -- Cl. 4-A-2 Certificate, Confirmed at Aa1
  -- Cl. 5-A-1 Certificate, Confirmed at Aaa
  -- Cl. 5-A-2 Certificate, Confirmed at Aaa
  -- Cl. 5-A-3 Certificate, Confirmed at Aa
  -- Cl. 5-A-4 Certificate, Confirmed at Aa1

Issuer: J.P. Morgan Mortgage Trust 2006-A3

  -- Cl. 1-A-1 Certificate, Downgraded to Ba3 from Aaa
  -- Cl. 1-A-2 Certificate, Downgraded to Caa1 from Aa1
  -- Cl. 2-A-1 Certificate, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-2 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 2-A-3 Certificate, Downgraded to Ba2 from Aaa
  -- Cl. 2-A-4 Certificate, Downgraded to Caa1 from Aa1
  -- Cl. 3-A-1 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 3-A-2 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 3-A-3 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. 3-A-4 Certificate, Downgraded to Aa1 from Aaa
  -- Cl. 3-A-5 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. 3-A-6 Certificate, Downgraded to B3 from Aa1
  -- Cl. 4-A-1 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. 4-A-2 Certificate, Downgraded to Caa1 from Aa1
  -- Cl. 5-A-1 Certificate, Confirmed at Aaa
  -- Cl. 5-A-2 Certificate, Downgraded to Baa3 from Aaa
  -- Cl. 5-A-3 Certificate, Downgraded to B3 from Aa1
  -- Cl. 6-A-1 Certificate, Confirmed at Aaa
  -- Cl. 6-A-2 Certificate, Confirmed at Aaa
  -- Cl. 7-A-1 Certificate, Confirmed at Aaa
  -- Cl. 7-A-2 Certificate, Confirmed at Aaa

Issuer: J.P. Morgan Mortgage Trust 2006-A5

  -- Cl. 1-A-1 Certificate, Downgraded to Baa3 from Aaa
  -- Cl. 2-A-1 Certificate, Downgraded to A1 from Aaa
  -- Cl. 2-A-2 Certificate, Confirmed at Aaa
  -- Cl. 2-A-3 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-4 Certificate, Downgraded to A1 from Aaa
  -- Cl. 2-A-5 Certificate, Downgraded to Ba1 from Aa1
  -- Cl. 3-A-1 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 3-A-2 Certificate, Downgraded to A1 from Aaa
  -- Cl. 3-A-3 Certificate, Downgraded to A1 from Aaa
  -- Cl. 3-A-4 Certificate, Downgraded to A1 from Aaa
  -- Cl. 3-A-5 Certificate, Downgraded to A1 from Aaa
  -- Cl. 3-A-6 Certificate, Downgraded to A1 from Aaa
  -- Cl. 3-A-7 Certificate, Downgraded to Ba1 from Aa1
  -- Cl. 4-A-1 Certificate, Downgraded to Aa2 from Aaa
  -- Cl. 4-A-2 Certificate, Downgraded to Baa3 from Aa1
  -- Cl. 5-A-1 Certificate, Downgraded to A1 from Aaa
  -- Cl. 5-A-2 Certificate, Downgraded to Ba1 from Aa1
  -- Cl. 6-A-1 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 6-A-2 Certificate, Downgraded to Baa3 from Aa1

Issuer: J.P. Morgan Mortgage Trust 2006-A6

  -- Cl. 1-A-1 Certificate, Downgraded to A3 from Aaa
  -- Cl. 1-A-2 Certificate, Downgraded to A2 from Aaa
  -- Cl. 1-A-3 Certificate, Downgraded to A3 from Aaa
  -- Cl. 1-A-4 Certificate, Downgraded to A3 from Aaa
  -- Cl. 1-A-5 Certificate, Downgraded to Ba3 from Aa1
  -- Cl. 1-A-1M Certificate, Downgraded to A3 from Aaa
  -- Cl. 1-A-1S Certificate, Downgraded to A3 from Aaa
  -- Cl. 1-A-3M Certificate, Downgraded to A3 from Aaa
  -- Cl. 1-A-3S Certificate, Downgraded to A3 from Aaa
  -- Cl. 1-A-4F Certificate, Downgraded to A3 from Aaa
  -- Cl. 1-A-4L Certificate, Downgraded to A3 from Aaa
  -- Cl. 1-A-4M Certificate, Downgraded to A3 from Aaa
  -- Cl. 1-A-4S Certificate, Downgraded to A3 from Aaa
  -- Cl. 2-A-1 Certificate, Downgraded to A1 from Aaa
  -- Cl. 2-A-1M Certificate, Downgraded to A1 from Aaa
  -- Cl. 2-A-1S Certificate, Downgraded to A1 from Aaa
  -- Cl. 2-A-3F Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-3L Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-3M Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-3S Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-2 Certificate, Downgraded to Aa1 from Aaa
  -- Cl. 2-A-3 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-4 Certificate, Downgraded to A1 from Aaa
  -- Cl. 2-A-4F Certificate, Downgraded to A1 from Aaa
  -- Cl. 2-A-4L Certificate, Downgraded to A1 from Aaa
  -- Cl. 2-A-4M Certificate, Downgraded to A1 from Aaa
  -- Cl. 2-A-4S Certificate, Downgraded to A1 from Aaa
  -- Cl. 2-A-5 Certificate, Downgraded to Ba3 from Aa1
  -- Cl. 3-A-1 Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-1M Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-1S Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-2 Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-2M Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-2S Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-3 Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-3F Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-3L Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-3M Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-3S Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-4 Certificate, Downgraded to A1 from Aaa
  -- Cl. 3-A-5 Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-6 Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-6F Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-6L Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-6M Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-6S Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-7 Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-7F Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-7L Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-7M Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-7S Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-8 Certificate, Downgraded to Ba3 from Aa1
  -- Cl. 3-A-L1 Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-L2 Certificate, Downgraded to A2 from Aaa
  -- Cl. 4-A-1 Certificate, Downgraded to Aa2 from Aaa
  -- Cl. 4-A-2 Certificate, Downgraded to Ba2 from Aa1

Issuer: J.P. Morgan Mortgage Trust 2006-A7

  -- Cl. 1-A-2 Certificate, Downgraded to Caa1 from Aa1
  -- Cl. 1-A-3 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 1-A-4 Certificate, Downgraded to Baa3 from Aaa
  -- Cl. 2-A-1 Certificate, Downgraded to Baa3 from Aaa
  -- Cl. 2-A-2 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. 2-A-3 Certificate, Downgraded to Baa3 from Aaa
  -- Cl. 2-A-4 Certificate, Downgraded to Baa3 from Aaa
  -- Cl. 2-A-5 Certificate, Downgraded to Caa1 from Aa1
  -- Cl. 3-A-1 Certificate, Downgraded to A2 from Aaa
  -- Cl. 3-A-2 Certificate, Downgraded to A3 from Aaa
  -- Cl. 3-A-3 Certificate, Downgraded to A3 from Aaa
  -- Cl. 3-A-4 Certificate, Downgraded to B3 from Aa1
  -- Cl. 4-A-1 Certificate, Downgraded to A2 from Aaa
  -- Cl. 4-A-2 Certificate, Downgraded to A3 from Aaa
  -- Cl. 4-A-3 Certificate, Downgraded to B3 from Aa1

Issuer: J.P. Morgan Mortgage Trust 2006-S1

  -- Cl. 1-A-1 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 1-A-2 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. A-P Certificate, Downgraded to Aa3 from Aaa
  -- Cl. A-M Certificate, Downgraded to Baa1 from Aa1
  -- Cl. A-X Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-1 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-2 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-3 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-4 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-5 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-6 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-8 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-9 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 3-A-1 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 3-A-2 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 3-A-3 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 3-A-4 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 3-A-5 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 3-A-6 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 3-A-7 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 3-A-8 Certificate, Downgraded to Aa3 from Aaa

Issuer: J.P. Morgan Mortgage Trust 2006-S3

  -- Cl. 1-A-1 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-2 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-3 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-4 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-5 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-7 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-8 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-9 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-10 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-11 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-12 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-13 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-14 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-15 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-16 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-17 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-18 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-19 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-21 Certificate, Downgraded to A1 from Aaa
  -- Cl. 1-A-22 Certificate, Downgraded to A1 from Aaa
  -- Cl. 1-A-23 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. 1-A-24 Certificate, Downgraded to Aa2 from Aaa
  -- Cl. 1-A-25 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. 1-A-26 Certificate, Downgraded to A1 from Aaa
  -- Cl. 1-A-27 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. 1-A-28 Certificate, Downgraded to A1 from Aaa
  -- Cl. 1-A-29 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. 1-A-30 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-31 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. A-P Certificate, Downgraded to Baa1 from Aaa
  -- Cl. A-X Certificate, Downgraded to A1 from Aaa
  -- Cl. 2-A-1 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 2-A-2 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 2-A-3 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 2-A-4 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 2-A-5 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 2-A-7 Certificate, Downgraded to Baa1 from Aaa
  -- Cl. 2-A-8 Certificate, Downgraded to Baa1 from Aaa

Issuer: J.P. Morgan Mortgage Trust 2006-S4

  -- Cl. A-1 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. A-2 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. A-3 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. A-4 Certificate, Downgraded to Baa3 from Aa1
  -- Cl. A-5 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. A-6 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. A-7 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. A-8 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. A-9 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. A-10 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. A-11 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. A-12 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. A-13 Certificate, Downgraded to Baa2 from Aaa
  -- Cl. A-P Certificate, Downgraded to Baa2 from Aaa
  -- Cl. A-X Certificate, Downgraded to Baa2 from Aaa
  -- Cl. M Certificate, Downgraded to B3 from Aa2

Issuer: J.P. Morgan Mortgage Trust 2007-A1

  -- Cl. 1-A-1 Certificate, Confirmed at Aaa
  -- Cl. 1-A-2 Certificate, Downgraded to Baa1 from Aa1
  -- Cl. 2-A-1 Certificate, Confirmed at Aaa
  -- Cl. 2-A-2 Certificate, Confirmed at Aaa
  -- Cl. 2-A-3 Certificate, Downgraded to Baa1 from Aa1
  -- Cl. 2-A-4 Certificate, Downgraded to Baa1 from Aa1
  -- Cl. 3-A-1 Certificate, Downgraded to A3 from Aaa
  -- Cl. 3-A-2 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 3-A-3 Certificate, Confirmed at Aaa
  -- Cl. 3-A-4 Certificate, Downgraded to A3 from Aaa
  -- Cl. 3-A-5 Certificate, Downgraded to Baa1 from Aa1
  -- Cl. 4-A-1 Certificate, Confirmed at Aaa
  -- Cl. 4-A-2 Certificate, Confirmed at Aaa
  -- Cl. 4-A-3 Certificate, Downgraded to A3 from Aa1
  -- Cl. 4-A-4 Certificate, Downgraded to A3 from Aa1
  -- Cl. 5-A-1 Certificate, Confirmed at Aaa
  -- Cl. 5-A-2 Certificate, Confirmed at Aaa
  -- Cl. 5-A-3 Certificate, Downgraded to Baa1 from Aa1
  -- Cl. 5-A-4 Certificate, Downgraded to Baa1 from Aa1
  -- Cl. 5-A-5 Certificate, Confirmed at Aaa
  -- Cl. 5-A-6 Certificate, Downgraded to A3 from Aaa
  -- Cl. 6-A-1 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 6-A-2 Certificate, Downgraded to Baa1 from Aa1
  -- Cl. 6-A-3 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 6-A-4 Certificate, Downgraded to Aa3 from Aaa
  -- Cl. 7-A-1 Certificate, Downgraded to Aa1 from Aaa
  -- Cl. 7-A-2 Certificate, Downgraded to Aa1 from Aaa
  -- Cl. 7-A-3 Certificate, Downgraded to Aa1 from Aaa
  -- Cl. 7-A-3M Certificate, Downgraded to Aa1 from Aaa
  -- Cl. 7-A-3S Certificate, Downgraded to Aa1 from Aaa
  -- Cl. 7-A-4 Certificate, Downgraded to Baa1 from Aa1

Issuer: J.P. Morgan Mortgage Trust 2007-A2

  -- Cl. 1-A-2 Certificate, Downgraded to Aa3 from Aa1
  -- Cl. 2-A-4 Certificate, Downgraded to Aa3 from Aa1
  -- Cl. 3-A-4 Certificate, Downgraded to Aa2 from Aa1
  -- Cl. 4-A-3 Certificate, Downgraded to Aa3 from Aa1

Issuer: J.P. Morgan Mortgage Trust 2007-S1

  -- Cl. 2-A-1 Certificate, Confirmed at Aaa
  -- Cl. 2-A-2 Certificate, Confirmed at Aaa
  -- Cl. 2-A-3 Certificate, Confirmed at Aaa
  -- Cl. 2-A-4 Certificate, Confirmed at Aaa

Issuer: J.P. Morgan Mortgage Trust 2007-S2

  -- Cl. 1-A-4, Downgraded to Aa3 from Aaa
  -- Cl. 1-A-9, Downgraded to Aa3 from Aaa
  -- Cl. 1-A-10, Downgraded to B1 from Aa2
  -- Cl. 1-A-11, Downgraded to A1 from Aaa

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

The second step is to determine losses for the remaining life of
the deal, following the projection period.  Depending on a deal's
performance, including delinquency, default, and prepayment rates,
as well as collateral characteristics, such as loan type (fixed or
adjustable), or loan-to-value ratios and geographic concentrations
of remaining current loans, Moody's assumes varying degrees of
slowing in the loss rate (which is measured by loss-to-
liquidation) for the remaining life of the deal.  Typical degrees
of slowing in loss rate after late 2009 range from no slowing at
all to 40% slowing.  To take an example, a deal with very poor
early performance due to relatively high loan-to-value ratios and
dropping regional home values would be expected to see markedly
high delinquency and loss rates for the next year.

But the high rate of losses may be expected to slow afterwards, as
economic factors and real estate values begin to stabilize, and a
slowing of 20-40% may be used in the projection.  On the other
hand, a deal with stronger early performance that is demonstrating
relative resiliency in the current market environment may not be
expected to have high losses in the near-term, but may be expected
to sustain a similar level of losses for the life of the deal, as
the pool continues to be subject to factors that have more
historically driven prime performance such as borrower life
events, unemployment, and so on.

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


KIRK PIGFORD: Files Amended List of 20 Largest Unsecured Creditors
------------------------------------------------------------------
Kirk Pigford Construction, Inc., filed with the U.S. Bankruptcy
Court for the Eastern District of North Carolina an amended list
of its 20 largest unsecured creditors.

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

              http://researcharchives.com/t/s?3515

                      About Kirk Pigford

Based in Wrightsville Beach, N.C., Kirk Pigford Construction Inc.
-- http://www.kirkpigfordconstruction.com/-- is engaged in the
construction of residential homes primarily in the New Hanover
County, North Carolina areas.  The company filed for Chapter 11
relief on Oct. 14, 2008 (Bankr. E.D. N.C. Case No. 08-07139).
Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. represents
the Debtor as counsel.  When the Debtor filed for protection from
its creditors, it listed assets of $10 million to $50 million, and
debts of $10 million to $50 million.


KIRK PIGFORD: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Kirk Pigford Construction, Inc., filed with the U.S. Bankruptcy
Court for the Eastern District of North Carolina, its schedules of
assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                $13,562,825
  B. Personal Property               $398,105
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $12,712,614
     Secured Claims
  E. Creditors Holding                               $187,657
     Unsecured Priority
     Claims
  F. Creditors Holding                             $2,030,507
     Unsecured Non-priority
     Claims
                                  -----------     -----------
     TOTAL                        $13,960,930     $14,930,779

                      About Kirk Pigford

Based in Wrightsville Beach, N.C., Kirk Pigford Construction Inc.
-- http://www.kirkpigfordconstruction.com/-- is engaged in the
construction of residential homes primarily in the New Hanover
County, North Carolina areas.  The company filed for Chapter 11
relief on Oct. 14, 2008 (Bankr. E.D. N.C. Case No. 08-07139).
Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. represents
the Debtor as counsel.


KIRK PIGFORD: May Obtain DIP Financing from First South
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina granted Kirk Pigford Construction, Inc., permission to
obtain postpetition financing from First South Bank in the amount
of $28,152, to be secured by existing collateral, specifically the
property known as Lot 39 Belle Meade.  This financing will be used
to complete construction of the property the financing for which
was financed by First South.

Debtor owes First South $336,251 with respect to Lot 39 Belle
Meade, of which $331,848 represents principal.  Floors of
Wilmington has filed a mechanic's lien of this property.

The Debtor has obtained the Court's approval for the private sale
of the property for $436,900.  The Debtor told the Court that the
antipated proceeds from the private sale, net of brokers
commission, of $415,055 will be more than sufficient to pay First
South, the mechanic's lien, and the contractors who will complete
the reminder of the construction work.

                      About Kirk Pigford

Based in Wrightsville Beach, N.C., Kirk Pigford Construction Inc.
-- http://www.kirkpigfordconstruction.com/-- is engaged in the
construction of residential homes primarily in the New Hanover
County, North Carolina areas.  The company filed for Chapter 11
relief on Oct. 14, 2008 (Bankr. E.D. N.C. Case No. 08-07139).
Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. represents
the Debtor as counsel.  When the Debtor filed for protection from
its creditors, it listed assets of $10 million to $50 million, and
debts of $10 million to $50 million.


KIRK PIGFORD: Taps Stubbs & Perdue as Bankruptcy Counsel
--------------------------------------------------------
Kirk Pigford Construction, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of North Carolina for authority to employ
Trawick H. Stubbs, Jr., Esq., and Stubbs & Perdue, P.A. as its
attorney, to represent and assist it in carrying out its duties
during the pendency of its Chapter 11 case.

Trawick H. Stubbs, Jr., Esq., an attorney at Stubbs & Perdue,
P.A., assures the Court that the firm does not represent any
interest materially adverse to the Debtor or its estate, and that
the firm is a "disinterested person" within the meaning of Sec.
327(a) Bankruptcy Code.

Mr. Stubbs tells the court that on Sept. 19, 2008, the firm
received an initial retainer of $26,039 from Kirk H. Pigford and
wife, Luanne Pigford on behalf of the Debtor, which was deposited
into the firm's Trust Account, and that from these trust funds,
$16,004.15 was paid to the firm representing pre-petition fees and
expenses in anticipation of filing a Chapter 11 petition.

The firm did not submit a schedule of its professionals' hourly
fees.

                      About Kirk Pigford

Based in Wrightsville Beach, N.C., Kirk Pigford Construction Inc.
-- http://www.kirkpigfordconstruction.com/-- is engaged in the
construction of residential homes primarily in the New Hanover
County, North Carolina areas.  The company filed for Chapter 11
relief on Oct. 14, 2008 (Bankr. E.D. N.C. Case No. 08-07139).
Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. represents
the Debtor as counsel.  In its schedules, the Debtor listed total
assets of $13,960,930 and total debts of $14,930,779.


LENOX GROUP: Files for Bankruptcy to Sell All Assets
----------------------------------------------------
Lenox Group, Inc., and six subsidiaries have sought bankruptcy
protection from creditors before the U.S. Bankruptcy Court for the
Southern District of New York.

Lenox Group, et al., filed their Chapter 11 petitions on Nov. 3,
2008, and listed assets of $264,000,000, and debts of $238,000,000
as of Oct. 25, 2008.

In a press release, the company said that while in Chapter 11, it
will continue to pursue a sale of its business through a sale
process to be approved by the Court in order to attain the highest
and best offer from interested parties.

As part of these efforts, the company and its lenders under its
existing term loan agreement have agreed to the terms of a sale of
substantially all of the company's assets to an entity formed by
the term lenders in exchange for cancellation of a portion of
their secured loans, subject to higher or better offers.

"We want to assure our employees, customers, vendors and
communities that Lenox is conducting business as usual," said Marc
Pfefferle, CEO of the company.  "Our Lenox, Dansk, Gorham and
Department 56 brands are trusted by consumers and we have strong
forward momentum with many new innovative products.  While
fundamentally sound, our business has been significantly impacted
by economic conditions and excessive debt levels incurred at the
time Department 56 purchased Lenox, Incorporated in 2005.

The Company's principal bankruptcy attorneys are Weil, Gotshal &
Manges LLP. The Company's financial advisor is Berenson & Company.

                        Sale of All Assets

"After exhausting all other possibilities and considering the
current state of credit markets and the economy, we determined
that the best way to complete a restructuring of the balance sheet
and protect our franchise value was to pursue a sale of the
Company under Court approval in a chapter 11 proceeding,"
Mr. Pfefferle, the company's CEO, said.  "This process will give
the Company flexibility to operate on a normalized basis, dispose
of unproductive assets, reduce operating costs and strengthen its
balance sheet.  We expect to proceed quickly through this process
and emerge with a new owner to support and grow the valuable
brands that have provided quality tabletop, giftware and
collectible products to consumers for more than a century."

The Debtors are one of the largest domestic marketer of fine
tabletop products, including dinnerware, stemware, serveware,
stainless steel flatware, and giftware under the Lenox, Dansk, and
Gorham brands as well as various other licensed brands.  The
product lines within each of these brands are sold through
multiple channels, including department stores, general
merchandise chains and gift and specialty retailers, as well as
through the Debtors' own retail stores and consumer-direct
channels of distribution, including Internet, catalog, direct mail
order and print advertising.  As of September 27, 2008, the
Debtors' wholesale segment had an order backlog of approximately
$17.7 million.  Of the $17.7 million in order backlog as of
September 27, 2007, the company expects to ship approximately
$13.8 million in fiscal year 2008.  The Debtors estimate that the
wholesale segment accounted for approximately 73% of revenues in
2008.

The Debtors currently employ approximately 1,800 employees.

The Debtors' primary assets include their accounts receivables for
goods sold, inventory, contract rights, and intellectual property
rights.  The Debtors also own or lease office, manufacturing,
warehouse, distribution, and retail facilities across the country,
including Petaluma, California; Hagerstown, Maryland; Eden
Prairie, Minnesota; Pomona and South Brunswick, New Jersey;
Kinston, North Carolina; and Langhorne and Bristol, Pennsylvania.

The Debtors lease a significant number of retail stores located in
17 states and nine showrooms across the country, including two in
New York City.  The Debtors' flagship New York City Lenox showroom
is located on Madison Avenue near other Tabletop and Gift Brands'
trade showrooms.

The Debtors own and operate a manufacturing facility in Kinston,
North Carolina, the only significant fine dinnerware manufacturing
facility in North America.  The Debtors also source product from
external manufacturers.  The Debtors have two strategic locations
in China: one in Shanghai and one in Dongguan City.  Of the total
value of the Debtors' product sourced in 2008, 94% was imported
from abroad, primarily from manufacturing sources located in Asia,
including China, Vietnam, Indonesia, Thailand and the Philippines.
The Debtors also import a portion of their products from sources
in India and Europe.

The Debtors began operations in 1992 under the name Department 56,
Inc. as a retail and wholesale provider of gifts, collectibles and
holiday decorations.  In 1992, Forstmann Little & Co. acquired a
significant ownership interest in Department 56 and, in the
following year, led it through an initial public offering.  During
the 1990's, Department 56 experienced tremendous growth.  However,
by the late 1990's, Department 56 sales volume started to
significantly decline due to a contraction in the overall
collectibles market, an aging core consumer base, and a reduction
in the number of independent small gift and specialty stores,
relates Fred Spivak, chief financial officer of Lenox Sales.

To bolster its product offerings, on September 1, 2005, Department
56 purchased the Lenox, Inc. brands and product lines from Brown-
Forman Corporation.  To effectuate the purchase of Lenox, Inc.,
the parties entered into a stock purchase agreement with Brown-
Forman, as seller, and Department 56, as buyer, pursuant to which
Department 56 purchased all of the capital stock of Lenox, Inc.
for approximately $204 million.  To fund this transaction,
Department 56 obtained a new senior secured credit facility with a
total lender commitment of approximately $275 million.  As part of
Department 56's acquisition of the Lenox, Inc. stock, on November
14, 2006, Lenox Group was incorporated and merged into Department
56.  Upon the effectiveness of this merger, the name of Department
56 was changed to Lenox Group.

                  Company Solvent by $26,000,000;
                   Expects OTC to Halt Trading

In its bankruptcy petition, the company listed assets of
$264,000,000, and debts of $238,000,000 as of Oct. 25, 2008,
providing for a shareholders' equity of $26,000,000.  In August
2008, the company reported to the Securities and Exchange
Commission that it had assets of $347,274,000, and stockholders'
equity of $75,117,000.

As of the Petition Date, the company has issued 14,400,000 shares
of its stock, of which the largest holders are:

    Shareholder                    Stake
    ------------                   -----
    Clinton Group Inc.              18%
    Barclays Global Investors       13%
    Ramius LLC                      12%
    Dimensional Fund Advisors LP     8%
    AmTrust Capital Management Inc.  7%

As is customary with public companies that have filed for Chapter
11, the company expects the OTC bulletin board to temporarily halt
trading in the company's stock pending receipt of additional
information on the Company's financial condition and
reorganization plans.  The company will cooperate in providing any
such information requested by the OTC.

First Day Motions

The company has filed a variety of first day motions with the
Court that, with Court approval, will allow it to continue to
conduct business in the ordinary course without interruption.
These include

  -- a request that their chapter 11 cases be jointly administered
     under Lenox Sales' Case No. No.: 08-14679.

  -- an application to retain The Garden City Group as claims and
     noticing.

  -- a request for a 30-day extension of the time required to file
     schedules and statements of financial affairs.

  -- a motion to continue existing prepetition programs, including
     customer programs.

  -- a motion seeking approval to access $85 million of DIP
     financing, with majority of the amount to repay in full
     amounts owed to prepretition first lien lenders.

                   Events Leading to Chapter 11

According to Mr. Spivak, the Debtors have been suffering declining
revenues over the last several years, and their business faces
significant economic challenges caused by the general economic
conditions, the current poor retail climate, casual lifestyle
trends, expanded competition, and a high level of debt, among
other things.

The Debtors experienced a sales decline of almost 10% in 2007
compared with 2006, and this trend continues in 2008.  The
Debtors' declining revenues and increased losses may be
attributed, in significant part, to the poor economic conditions
and retail environment.  "Over the last year, the decline in the
housing market and the tightening of the credit markets have led
to a decline in consumer discretionary spending, Mr. Spivak
narrates.  "This decline has  significant adverse impact on many
retail sectors, including in the home decor sector, in the form of
decreased sales."

In addition, Mr. Spivak relates, with the acquisition of Lenox,
Inc. in 2005, the Debtors took on significant debt and faced
significant challenges from the integration of the disparate
operations of Lenox, Inc. and D 56 that diverted the incumbent
management team's attention away from running the Debtors' core
business.  The Debtors suffered a relatively low rate of
introduction of new products during the acquisition period and, as
a result, experienced poor financial performance in 2006 and 2007.
At the same time, various operational decisions regarding retail
operations in 2006 adversely affected retail results in 2007, such
as failed initiatives to offer new lines outside D 56's
traditional offerings and the conversion of retail stores into
vehicles primarily responsible for disposing of excess and
obsolete inventory.

                        Turnaround Efforts

In response to the Debtors' deteriorating financial performance,
the Debtors' management took decisive action and started to
initiate a company-wide restructuring program in an effort to
reduce overall cost structure and improve performance, and in late
2006, froze further accruals in its pension and post-retirement
plans.  In connection with this restructuring plan, in 2007, the
Debtors (i) implemented a restructuring of their Department 56
business to reduce fixed costs, (ii) consolidated corporate
functions into one location in Bristol, Pennsylvania, (iii) sold
certain assets pertaining to the sterling silver flatware and
giftware business, (iv) closed the Department 56 Rogers, Minnesota
distribution facility and consolidated operations into the
existing Hagerstown, Maryland facility, (v) implemented steps to
improve and accelerate product development processes and product
delivery performance, while significantly reducing inventory
levels, (vi) implemented cost savings initiatives to reduce
factory spending in the Kinston manufacturing facility, (vii)
addressed the changing demographics of the customer base by
introducing improved Department 56 product lines and an
improved dinnerware and fine china line under the Lenox brand to
target their younger, lifestyle-driven customers, and (viii)
repositioned the Dansk product line in the "upstairs" table
market.

In January 2007, the Debtors' board of directors changed the
Debtors' leadership, naming Marc Pfefferle of Carl Marks Advisory
Group, LLC as interim Chief Executive Officer of Lenox Group, and
retained CMAG to formulate, direct and assist in implementing the
foregoing restructuring initiatives.  In addition, since 2007, the
Debtors have hired new executives to lead finance and several of
their brand and channel efforts.  As a result of these efforts,
the Debtors have reduced their operating costs by $60 million
between 2006 and 2008.

The Debtors also explored various refinancing alternatives in an
effort to increase liquidity.  In December 2006, the Debtors began
working with Berenson & Company as the Debtors' financial advisor
to assist them in negotiations with the Prepetition Lenders to
refinance their obligations under the Debtors' then-existing
revolving and term loan secured credit facilities.  On April 20,
2007, the Debtors completed the refinancing of its credit
facilities by entering into the Revolving Loan Agreement and the
Term Loan Agreement.  The Debtors used the proceeds of the Term
Loan Agreement to refinance the $47.4 million of term debt
outstanding and $42.2 million of the revolver debt outstanding, to
pay $1.2 million of accrued interest and fees payable under the
existing credit facilities, and to pay $9.2 million of fees and
expenses in connection with the refinancing.

Notwithstanding the benefits of this refinancing, the Debtors
realized that they would need additional capital to rehabilitate
and expand their business.  Accordingly, on January 14, 2008, the
Debtors announced that they would explore strategic alternatives,
including, but not limited to, a potential sale or merger.

Shortly thereafter, the Debtors and Berenson began a comprehensive
sale process to solicit proposals in connection with a merger or
potential sale of all or a portion of the Debtors' businesses.
During the sale process, Berenson contacted nearly 100 parties and
3provided access to the Debtors' financial and organizational
information. These sale efforts, however, proved fruitless.

As part of the turnaround efforts, on October 31, 2008, the board
of directors of Lenox Group approved a scale-down plan for the D
56 wholesale business.  Under this plan, Lenox discontinued
certain product lines and terminated 53 employees, including 30
employees at the D 56 headquarters in Eden Prairie, Minnesota,
seven employees at the D 56 offices in Petaluma, California, and
16 field sales and showroom employees.


LENOX GROUP: Seeks Approval of $85-Mil. of DIP Financing
--------------------------------------------------------
Lenox Group Inc. and its debtor subsidiaries seek approval from
the U.S. Bankruptcy Court for the Southern District of New York
for an $85 million debtor-in-possession financing facility
provided by its current revolving lender group.

The new facility will provide a continuing source of funds to the
company to enable it to satisfy customary obligations associated
with ongoing operations of its business, including the timely
payment of employee obligations, material purchases, normal
operating expenses and other obligations.

The Debtors' primary source of funding is a revolving senior
credit facility, dated as of April 20, 2007, among D 56, Lenox
Retail, and Lenox, Inc. as borrowers; Lenox Group, Lenox Sales, FL
56 and Lenox Worldwide as guarantors; UBS AG, Stamford Branch  as
administrative agent; JP Morgan Chase Bank, N.A. as collateral
agent; and certain lenders party thereto.  The Revolving Loan
Agreement provides for a revolving credit facility in the maximum
aggregate amount of $175 million with a sublimit of $20 million
for swingline loans and $30 million for letters of credit.
The Revolving Loan Agreement matures on April 20, 2012.  As of
September 27, 2008, the balance owed under the Revolving Loan
Agreement was approximately $72 million.  The Debtors granted to
UBS, Revolving Loan Agent, a lien on and security interest in
substantially all of their assets.

In addition, the Debtors are parties to that certain Amended and
Restated Term Loan Credit Agreement, dated as of April 20, 2007,
among D 56, Lenox Retail, and Lenox, Inc. as borrowers; Lenox
Group, Lenox Sales, FL 56 and Lenox Worldwide as Guarantors; UBS
as administrative agent and collateral agent; and certain lenders
party thereto.  The Term Loan Agreement provides for a term loan
facility in the maximum aggregate amount of $100 million.  The
Term Loan Agreement matures on April 20, 2013.  As of September
27, 2008, the balance owed under the Term Loan Agreement was
approximately $98.75 million.  To secure the obligations under the
Term Loan Agreement, the Debtors granted to UBS, as Term Loan
Agent, lien on and security interest in substantially all of their
assets.  Pursuant to an Intercreditor Agreement, dated as of April
20, 2007, liens on any collateral securing obligations under the
Revolving Loan Agreement are senior in all respects and prior to
any lien on the collateral securing obligations under the Term
Loan Agreement.

The salient terms of the DIP Credit Facility are:

   Borrowers.         56, Lenox Retail and Lenox, Inc.;

   Guarantors.        Lenox Group, Lenox Sales, FL 56 and Lenox
                      Worldwide;

   Administrative
   Agent.             UBS AG, Stamford Branch;

   Credit Facility.   First priority senior secured revolving
                      credit facility, including swingline loans
                      and letters of credit, and including a
                      "roll-up" of all of the existing outstanding
                      obligations under the Revolving Loan
                      Agreement;

   Amount.            $85,000,000;

   Letters of Credit
   Sublimit.          $15,000,000

   Swingline Facility
   Sublimit.          $15,000,000

   Security.          The DIP Facility Lenders will receive (A)
                      priming security interests in, and liens
                      upon, all prepetition and postpetition
                      assets of the Debtors, including, the
                      Revolver Priority Collateral, but excluding
                      the Term Loan Priority Collateral (in each
                      case as defined in the Intercreditor
                      Agreement) whether now existing or hereafter
                      acquired, and (B) junior priority security
                      interests in, and liens upon, all assets
                      otherwise encumbered by Revolver Permitted
                      Prior Liens, other than Avoidance Actions
                      (in each case as defined in the
                      Intercreditor Agreement or the interim order
                      approving the DIP Credit Facility,
                      specifically including the Term Loan
                      Priority Collateral;

   Maturity.          Earlier of (i) the date on which all the
                      Loans have been indefeasibly repaid in full
                      in cash, (ii) [November __, 2009], (iii) the
                      closing date of a sale pursuant to Section
                      363 of the Bankruptcy Code of all or
                      substantially all of the Debtors' assets,
                      (iv) the effective date of a confirmed plan
                      of reorganization for Borrowers in any case
                      commenced pursuant to chapter 11 of the
                      Bankruptcy Code, (v) the date of a
                      conversion pursuant to chapter 7 of the
                      Bankruptcy Code, and (vi) the date of the
                      termination of all of the Commitments;

   Use of Proceeds.   Proceeds will be used to: (a) repay all
                      obligations under the Revolving Loan
                      Agreement, (b) fund general corporate and
                      working capital needs, (c) pay
                      administrative expenses of the chapter 11
                      cases, including reasonable fees and
                      expenses of professionals; and

   Adequate
   Protection.        The Debtors will (i) (A) grant the Revolving
                      Loan Agent (for itself and for the benefit
                      of the Revolving Loan Lenders) (w) valid,
                      binding, enforceable, non-avoidable,
                      automatically-perfected first priority
                      replacement security interests in and a
                      liens on the Collateral, (x) a second
                      priority perfected lien on the Revolver
                      Permitted Prior Liens, (y) an allowed
                      administrative claim against each of the
                      Debtors pursuant to Section 507(b) of the
                      Bankruptcy Code, subject only to the
                      superpriority status of the obligations
                      under the DIP Credit Facility and to the
                      Carve-out, and (z) make payments to the
                      Revolving Loan Agent and Revolving Loan
                      Lenders for reasonable prepetition and
                      postpetition fees and expenses, and (ii) (A)
                      grant the Term Loan Agent (for itself and on
                      behalf of the Term Loan Lenders) valid,
                      binding, enforceable, non-avoidable,
                      automatically perfected replacement security
                      interests in and liens on the Collateral,
                      subject only to the DIP Facility Liens and
                      the Term Loan Permitted Prior Liens, (B) an
                      allowed administrative claim against each of
                      the Debtors pursuant to Section 507(b) of
                      the Bankruptcy Code, subject only to the
                      superpriority status of the obligations
                      under the DIP Facility and to the Carve-Out,
                      and (C) make payments to the Term Loan Agent
                      and Term Loan Lenders for reasonable
                      prepetition and postpetition professional
                      fees and expenses;

   Carve-Out.         "Carve-Out" means the DIP Facility Liens,
                      DIP Facility Superpriority Claim, the
                      Adequate Protection Liens and Claims held by
                      the Prepetition Lenders and is subject to
                      these amounts: (i) unpaid fees payable to
                      the United States Trustee and clerk of the
                      Bankruptcy Court, (ii) allowed professional
                      fees and expenses incurred by the Debtors
                      and any statutory committee appointed in the
                      Chapter 11 cases, incurred to the extent
                      consistent with the DIP Budget, but, unpaid,
                      prior to the delivery of a Carve-Out Notice,
                      (iii) Professional Fees incurred subsequent
                      to the delivery of the Carve-Out Notice to
                      the extent consistent with the DIP Budget in
                      an aggregate amount not in excess of
                      $2,000,000, and (iv) the approved
                      professional fees and expenses incurred by
                      any court appointed chapter 7 Trustee up to
                      an aggregate amount of $50,000.

Lenox Group, Inc., and six subsidiaries sought bankruptcy
protection from creditors before the U.S. Bankruptcy Court for the
Southern District of New York on Nov. 23, 2008.  Lenox seeks to
pursue the sale of substantially all its assets while under
Chapter 11 protection.

                      About Lenox Group Inc.

Lenox Group Inc. is a market leader in quality tabletop,
collectible and giftware products sold under the Lenox, Dansk,
Gorham and Department 56 brand names.  The company sells its
products through wholesale customers who operate gift, specialty
and department store locations in the United States and Canada,
Company-operated retail stores, and direct-to-the-consumer
channels including catalogs, direct mail, media, telemarketing and
the Internet.


LENOX GROUP: Reaches Terms of Chapter 11 Plan with Lenders
----------------------------------------------------------
In August 2008, Lenox Group Inc. and its subsidiaries engaged in
negotiations with the lenders that provided them with a term loan
facility regarding a balance sheet restructuring and a conversion
of all or a portion of their outstanding secured debt to equity,
to avoid certain covenant defaults.  The Debtors ultimately were
unable to accomplish this restructuring out of court due to (i)
revenue and economic declines causing lowered valuations of the
business, (ii) the magnitude of pension and postretirement
obligations that the Debtors can no longer support, (iii) the need
to further restructure D 56, and (iv) certain other contractual
obligations and leases to certain unprofitable D 56 retail stores,
among other factors.

Prior to the commencement of the chapter 11 cases, the Debtors
engaged in negotiations with the Prepetition Lenders regarding a
sale of certain of the Debtors' assets through a chapter 11 case.
On November 23, 2008, the Debtors and the Prepetition Lenders
reached agreement on a term sheet, which presents the material
terms of the Sale. Thereafter, a majority of the Term Loan Lenders
and the Debtors entered into that certain Plan Support Agreement,
dated as of November 23, 2008, pursuant to which the parties
agreed that, among other things,

    (i) the sale of the Debtors would be effectuated through the
        terms of a pre-negotiated chapter 11 plan,

   (ii) the Debtors would use their reasonable best efforts to
        adhere to the negotiated timeline for the Sale, and

  (iii) subject to certain conditions, the Term Loan Lenders would
        not object to and would support the DIP Credit Facility
        and consummation of the Sale.

The salient terms of the Plan Term Sheet are:

  * The Term Loan Lenders will create a new entity ("New Lenox")
    to which all of the claims under the Term Loan Agreement owned
    by the Term Loan Lenders party to the Plan Support Agreement
    will be transferred.  The Term Loan Lenders will credit bid an
    amount up to the aggregate amount of their claim arising under
    the Term Loan Agreement for the Purchased Assets of the
    Debtors. Upon closing of the Sale, New Lenox will own 100% of
    the equity in New Lenox;

  * Certain of the Revolving Loan Lenders will extend a
    $85 million postpetition revolving credit financing facility
    to the Debtors, and the Revolving Lenders' claims under the
    Revolving Loan Agreement will be rolled-up into the DIP Credit
    Facility;

  * Holders of general unsecured claims will receive their a pro
    rata share of an amount to be agreed upon by the Term Loan
    Lenders; and

  *?Holders of Lenox Group common stock will receive no recovery.

Following careful consideration of all alternatives, the Debtors
determined that implementation of the Sale as set forth in the
Plan Term Sheet through the commencement of these chapter 11 cases
was a prudent and necessary step to maximize the value of the
Debtors' businesses and was in the best interests of the Debtors'
creditors and estates.  The Debtors have continued to receive
inquiries regarding alternative transactions from financial and
strategic entities, but none of these inquiries will, in the
Debtors' business judgment, yield a greater recovery for the
Debtors' estates and creditors.  The Debtors continue to believe
in their business judgment that the Sale pursuant to the terms of
the Plan Term Sheet is in the best interests of all of the
Debtors' creditors.

Prepetition, the Debtors' primary source of funding is a revolving
senior credit facility, dated as of April 20, 2007, among D 56,
Lenox Retail, and Lenox, Inc. as borrowers; Lenox Group, Lenox
Sales, FL 56 and Lenox Worldwide as guarantors; UBS AG, Stamford
Branch  as administrative agent; JP Morgan Chase Bank, N.A. as
collateral agent; and certain lenders party thereto.  The
Revolving Loan Agreement provides for a revolving credit facility
in the maximum aggregate amount of $175 million with a sublimit of
$20 million for swingline loans and $30 million for letters of
credit.
The Revolving Loan Agreement matures on April 20, 2012.  As of
September 27, 2008, the balance owed under the Revolving Loan
Agreement was approximately $72 million.  The Debtors granted to
UBS, Revolving Loan Agent, a lien on and security interest in
substantially all of their assets.

In addition, the Debtors are parties to that certain Amended and
Restated Term Loan Credit Agreement, dated as of April 20, 2007,
among D 56, Lenox Retail, and Lenox, Inc. as borrowers; Lenox
Group, Lenox Sales, FL 56 and Lenox Worldwide as Guarantors; UBS
as administrative agent and collateral agent; and certain lenders
party thereto.  The Term Loan Agreement provides for a term loan
facility in the maximum aggregate amount of $100 million.  The
Term Loan Agreement matures on April 20, 2013.  As of September
27, 2008, the balance owed under the Term Loan Agreement was
approximately $98.75 million.  To secure the obligations under the
Term Loan Agreement, the Debtors granted to UBS, as Term Loan
Agent, lien on and security interest in substantially all of their
assets.  Pursuant to an Intercreditor Agreement, dated as of April
20, 2007, liens on any collateral securing obligations under the
Revolving Loan Agreement are senior in all respects and prior to
any lien on the collateral securing obligations under the Term
Loan Agreement.

Lenox Group, Inc., and six subsidiaries sought bankruptcy
protection from creditors before the U.S. Bankruptcy Court for the
Southern District of New York on Nov. 23, 2008.  Lenox seeks to
pursue the sale of substantially all its assets while under
Chapter 11 protection.

                      About Lenox Group Inc.

Lenox Group Inc. is a market leader in quality tabletop,
collectible and giftware products sold under the Lenox, Dansk,
Gorham and Department 56 brand names.  The company sells its
products through wholesale customers who operate gift, specialty
and department store locations in the United States and Canada,
Company-operated retail stores, and direct-to-the-consumer
channels including catalogs, direct mail, media, telemarketing and
the Internet.


LENOX GROUP: Case Summary and 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Lenox Sales, Inc.
             A.k.a. Lenox, Department 56, Gorham, Dansk
             1414 Radcliffe Street
             Bristol, PA 19007

Bankruptcy Case No.: 08-14679

Affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Lenox Group, Inc.                          08-14680
        D 56, Inc.                                 08-_____
        FL 56 Intermediate Corp.                   08-_____
        Lenox, Incorporated                        08-_____
        Lenox Retail, Inc.                         08-_____
        Lenox Worldwide, LLC                       08-_____

Type of Business: Lenox Group Inc., including its two main
                  operating subsidiaries, D 56, Inc. and Lenox,
                  Incorporated, is a leading designer, marketer,
                  distributor, wholesaler, manufacturer and
                  retailer of quality tableware, collectibles, and
                  other giftware products under the Lenox, Dansk,
                  Gorham, and Department 56 brand names.  These
                  products are sold through department stores,
                  large specialty retailers, general merchandise
                  chains, national chains and clubs, small
                  independent specialty retailers, and other
                  wholesale accounts.  See
                  http://www.department56.com/,
                  http://www.lenox.com/,and http://www.dansk.com/

Chapter 11 Petition Date: November 23, 2008

Court: Southern District of New York

Judge: Allan L. Gropper

Debtors' Counsel: WEIL, GOTSHAL & MANGES LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Telephone: (212) 310-8000
                  Facsimile: (212) 310-8007
                  Harvey R. Miller, Esq.

                   - and -

                  700 Louisiana Street, Suite 1600
                  Houston, Texas 77002-2784
                  Telephone: (713) 546-5000
                  Facsimile: (713) 224-9511
                  Alfredo R. Perez, Esq.

Debtors'
Fin'l Advisors:   Berenson & Company

Debtors'
Consultants:      Carl Marks Advisory Group LLC

Debtors'
Claims and
Noticing Agent:   The Garden City Group

Debtors' financial condition as of October 25, 2008:

Total Assets: $264,000,000

Total Debts: $238,000,000

The Petitions were signed by Fred Spivak, the company's chief
financial officer.

Debtor's list of its 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Pension Benefit Guaranty Corp.   Pension liability $9,970,000
Distress Terminations
Dept. of Insurance
Supervision & Compliance
Suite 270
1200 K Street, NW
Washington, DC 20005-4026

Bohemia Crystalex Trading Co,    Trade             $224,302
Rumunska UL. 655/G, Bldg
Syner
460 01 Liberec 4
Czech Republic
420485271111

Quad Graphics                    Lease             $209,773
PO Box 930505
Atlanta, GA 31193
Advertising 212,869.30
Island View Crossing TCI, LP
CB Richard Ellis, Inc.
51 Haddonfield Road, Suite
135
Cherry Hill, NJ 09002
856-910-9545

Green Bay Packaging              Trade             $164,277

First Industrial Realty Trust    Transportation    $163,315

PT. Hankook Ceramic Indonesia    Trade             $160,889

900 Wheeler Way                  Lease             $138,485

FedEx                            Transportation    $130,858

YesMail - Info USA               Advertising       $121,340

North American Color, Inc.,      Advertising       $117,030

Oracle Corp.                     IT                $112,722

RVC Credit Ltd for AC Hagarth    Trade             $110,821

Arch Associates (Taiwan)         Trade             $107,142

UPS Supply Chain Solutions       Trade             $99,298

Liberty Mutual Insurance Group   Benefits          $85,985

Tri-State Envelope               Office Supplies   $85,826

Kay Cunningham, Inc.             Advertising       $80,377

Outsource One                    Benefits          $80,372

Bardwil Linens (Milberg Factor)  Trade             $80,253

Sudo and Company (Japan)         Trade             $77,440

CP Commercial Property-X Inc.    Lease             $68,443

M/S Akanksha Int'l (India)       Trade             $67,626

Acxiom Corp                      Marketing         $67,462

Kiffin, Conrad                   Advertising       $63,613

Spruce Printing Company, Inc.    Advertising       $63,319

Industrial P7ackaging Group       Trade             $63,295

MOAC Mall Holdings               Lease             $62,524


MCMORAN EXPLORATION: Low Leverage Spurs S&P's Rating Lift to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating, on oil and gas exploration and
production company McMoRan Exploration Co. to 'B' from 'B-'.  The
outlook is stable.

"The upgrade reflects the company's significant decrease in
leverage, improved operating performance, and strong liquidity
position," said Standard & Poor's credit analyst Amy Eddy.  "The
company's strengthened drilling program and flush production
profile in its Gulf of Mexico operations has allowed it to
generate significant cash flow."

Since S&P's initial rating of McMoRan in November 2007, the
company has reduced its debt by more than $400 million.  As of
Sept. 30, 2008, the company had repaid all outstanding balances
under its $450 million borrowing base revolving credit facility
and built cash balances of more than $160 million.

The company's favorable liquidity position and lower leverage
profile positions it well for expected lower production for the
remainder of 2008 and the first half of 2009 due to hurricane-
related infrastructure issues and a lower commodity price
environment.

The rating also reflects McMoRan's small, geographically
concentrated reserve base, and high-risk exploration strategy.  As
of year-end 2007, the company's reserve base was approximately 364
bcfe (billion cubic feet equivalent; 67% gas and 85% proved
developed).  All of the reserves are located on the conventional
shelf.  McMoRan pursues a high-risk deep shelf exploration
strategy on these Gulf of Mexico properties.  Although this
strategy appears to be successful, as evidenced by the recent
results at Flatrock, the high cost required to drill these wells
(roughly more than $10 million per well net to McMoRan's interest)
combined with the potential of not finding reserves and their
short reserve life, magnifies the risk of this strategy.


MERRILL LYNCH: Fitch Maintains Low-B Ratings on 6 Classes
---------------------------------------------------------
Fitch Ratings affirms these classes of Merrill Lynch Mortgage
Trust 2008-C1 and assigns Outlooks:

  -- $16.9 million class A-1 at 'AAA'; Outlook Stable;
  -- $55.6 million class A-2 at 'AAA'; Outlook Stable;
  -- $65.6 million class A-3 at 'AAA'; Outlook Stable;
  -- $32.4 million class A-SB at 'AAA'; Outlook Stable;
  -- $326.4 million class A-4 at 'AAA'; Outlook Stable;
  -- $43.7 million class A-1A at 'AAA'; Outlook Stable;
  -- $122.3 million class A-1AF at 'AAA'; Outlook Stable;
  -- $71.2 million class AM at 'AAA'; Outlook Stable;
  -- $6.3 million class AM-A at 'AAA'; Outlook Stable;
  -- $17.5 million class AM-AF at 'AAA'; Outlook Stable;
  -- $41.8 million class AJ at 'AAA'; Outlook Stable;
  -- $3.7 million class AJ-A at 'AAA'; Outlook Stable;
  -- $10.3 million class AJ-AF at 'AAA'; Outlook Stable;
  -- Interest-only class X at 'AAA'; Outlook Stable;
  -- $10.7 million class B at 'AA+'; Outlook Stable;
  -- $11.9 million class C at 'AA'; Outlook Stable;
  -- $8.3 million class D at 'AA-'; Outlook Stable;
  -- $8.3 million class E at 'A+'; Outlook Stable;
  -- $9.5 million class F at 'A'; Outlook Stable;
  -- $9.5 million class G at 'A-'; Outlook Stable;
  -- $10.7 million class H at 'BBB+'; Outlook Stable;
  -- $11.9 million class J at 'BBB'; Outlook Stable;
  -- $10.7 million class K at 'BBB-' Outlook Negative;
  -- $8.3 million class L at 'BB+'; Outlook Negative;
  -- $3.6 million class M at 'BB'; Outlook Negative;
  -- $3.6 million class N at 'BB-'; Outlook Negative;
  -- $3.6 million class P at 'B+'; Outlook Negative;
  -- $2.4 million class Q at 'B'; Outlook Negative; and
  -- $3.6 million class S at 'B-'; Outlook Negative.

Fitch does not rate the $17.8 million class T certificates.

The Negative Outlooks are a result of the transfer of ten separate
loans representing 9.9% of the pool to special servicing.  The
loans were transferred due to a technical default when tenant-in-
common sponsor and master lessee, DBSI, filed for chapter 11
bankruptcy protection.  The Outlooks reflect Fitch's belief that
losses will occur as a result of the sponsor's bankruptcy.

Fitch will continue to monitor the workout of the loans and will
take additional action as a resolution strategy is developed.
Fitch believes that given the complexity of legal structures, it
may be some time before a clear resolution strategy is developed.
The special servicer is working with the borrower on a resolution
strategy.

The tenants-in-common structure of the loan will likely require
consent of all TIC participants for any changes to the property
ownership structure or operations.  Although the loans were stable
at securitization, Fitch assumed that legal fees from protecting
the interests of the trust will ultimately create losses to the
trust, although the magnitude is uncertain at this point.

The 10 loans are secured by a mix of property types located
throughout the country.  The transaction closed in June 2008 and
updated performance information on the underlying collateral would
not customarily by reported yet.  The ten loans had a Fitch
stressed weighted average debt service coverage ratio of 1.22
times at issuance, ranging from 1.06x to 1.47x.


MGM MIRAGE: Suspends Contributions to Employee Plans to Cut Costs
-----------------------------------------------------------------
MGM Mirage amended the company's Deferred Compensation Plan II,
dated as of Dec. 30, 2004, and as amended on Dec. 21, 2005,
July 10, 2007, and Oct. 15, 2007, and amended the company's
Supplemental Executive Retirement Plan II, dated as of Dec. 30,
2004, and as amended on July 10, 2007, and Oct. 15, 2007.

Pursuant to the DCP II Amendment and SERP II Amendment, as part of
its ongoing cost savings measures, the company will suspend
further company matching contributions to DCP II for any periods
after Jan. 1, 2009, and has suspended further company
contributions to SERP II for any periods after Oct. 1, 2008.

Further, consistent with certain transitional relief provided by
the Internal Revenue Service pursuant to rules governing
nonqualified deferred compensation, the company will permit the
participants under the plans to make a one-time election to
receive, without penalty, all or a portion of their respective
vested account balances under the plans in a lump sum payment
within 60 days of Jan. 1, 2009.  All account balances under
DCP II and SERP II that are not otherwise withdrawn by the
participants will be subject to the terms of the corresponding
plans.

Additionally, participants in DCP II will have the ability to
continue to make contributions to DCP II pursuant to the terms
therein; however, the company will not match such contributions.

A full-text copy of the AMENDMENT NO. 1 TO THE MGM MIRAGE
DEFERRED COMPENSATION PLAN II is available for free at
http://ResearchArchives.com/t/s?351f

Additionally, the company, through its subsidiaries, terminated
the company's Non-Qualified Deferred Compensation Plan, dated as
of Jan. 1, 2001, and the company's Supplemental Executive
Retirement Plan, dated as of Jan. 1, 2001, with the termination
being effective on Nov. 3, 2008, for all company employer entities
with the exception of MGM Grand Detroit, LLC which is effective as
Nov. 5, 2008, and authorized the distribution of all account
balances held thereunder to the corresponding participants, in
each case, consistent with the terms of DCP I and SERP I.  DCP I
and SERP I have been closed, and the company and the corresponding
participants have not made any contributions to such plans for any
period after Dec. 31, 2004.

A full-text copy of the AMENDMENT NO. 1 TO THE MGM MIRAGE
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN II is available for free at
http://ResearchArchives.com/t/s?3520

                      About MGM Mirage

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

                        *     *     *

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

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

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

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

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


MGM MIRAGE: 2 Directors Bought 10,000 Shares in November
--------------------------------------------------------
Melvin Wolzinger, a director at MGM Mirage, disclosed in a Form 4
filing with the Securities and Exchange Commission that as of Nov.
13, 2008, he indirectly owned 38,300 shares after The Wolzinger
Family Trust acquired 1,000 shares at $9.91 per share that day,
and about 3,000 more shares.  On Nov. 12, the Trust had acquired
100 additional shares at $9.99 apiece and 900 more shares at $10
per share.  On Nov. 6, the Trust also bought 2,000 shares at
prices ranging from $13 to $13.9 per share, resulting to a total
stake of 36,300 shares.

Kenneth Carroll Guinn, also director of the company, recently
disclosed that he owns 6,557 shares of the company's common stock
after purchasing those shares at 15.25 per share on Nov. 3.

The company's outstanding shares of common stock at $.01 par value
at Nov. 3, 2008, were 276,502,614 shares.  The stock closed at
$9.36 per share on Nov. 21.

                      About MGM Mirage

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

                        *     *     *

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

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

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

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

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


MGM MIRAGE: Earnings Slide to $61MM in Quarter ended September 30
-----------------------------------------------------------------
MGM Mirage reported net income for three months ended Sept. 3,
2008, of $61,278,000 compared to net income of $183,863,000 for
the same period in the previous year.

For the nine months ended Sept. 30, 2008, the company's net income
was $292,725,000 compared to net income of $712,208,000 for the
same period in the previous year.

At Sept. 30, 2008, the company held cash and cash equivalents of
$250 million.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $23,390,728,000, total liabilities of $18,246,268,000 and
stockholders' equity of $5,144,460,000.

A full-text copy of the company's 10-Q filing is available for
free at http://ResearchArchives.com/t/s?3521

                      About MGM Mirage

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

                        *     *     *

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

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

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

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

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


MGM MIRAGE: Signs Deals With Primary Stockholders and Lenders
-------------------------------------------------------------
Infinity World Investments LLC, owner of approximately 14,548,738
shares or 5.3% of MGM Mirage's common stock, and Cayman Islands,
owner of approximately 26,048,738 shares or 9.4% of MGM Mirage's
common stock, entered into a "Third Amendment to Confirmation"
with each of Credit Suisse International, Deutsche Bank AG, London
Branch, and The Royal Bank of Scotland plc to amend the Amended
Confirmations, whereby, among other things, the parties thereto
agreed to amend the definition of "Credit Support Documents" in
each of the Amended Confirmations.

Full-text copies of the Third Amendments to the Confirmation are
available for free at:

               http://ResearchArchives.com/t/s?351c
               http://ResearchArchives.com/t/s?351d
               http://ResearchArchives.com/t/s?351e

On Nov. 4, 2008, Dubai World and each of the Banks, entered into
that certain Guarantee whereby Dubai World, as Guarantor, agrees
to guarantee the full and punctual payment of each monetary
obligation of Infinity World and Cayman LP under the Amended
Confirmations, as amended by the Third Amendments, and the 1992
ISDA Master Agreement published by the International Swaps and
Derivatives Association, Inc.

A full-text copy of the Guarantee is available for free at
http://ResearchArchives.com/t/s?351b

On Nov. 4, 2008, Infinity World, Cayman LP, each of the Banks and
Deutsche Bank Trust Company Americas, as collateral agent, entered
into that certain Amendment No. 1 to the Amended and Restated
Pledge Agreement dated as of April 21, 2008.  Amendment No. 1,
among other things, amends the definition of "Transaction
Documents" to include the Guarantee.

A full-text copy of the AMENDMENT NO. 1 TO AMENDED AND RESTATED
PLEDGE AGREEMENT is available for free at
http://ResearchArchives.com/t/s?351a

The company's outstanding shares of common stock at $.01 par value
at Nov. 3, 2008, were 276,502,614 shares.

The confirmation agreements were originally entered by the parties
on Dec. 13, 2007, the purposed of which was to set forth the terms
and conditions of the transaction entered into between Credit
Suisse International and Infinity World Investments LLC.  Cayman
LP paid for 5,000,000 Shares acquired pursuant to the Lincy Stock
Purchase Agreement through funds provided by share forward
transactions and share swap transactions, as set forth in the
confirmation agreements that Infinity World entered into with
Credit Suisse International, Deutsche Bank AG, London Branch, and
The Royal Bank of Scotland plc.  The Confirmations provide
Infinity World with committed financing for a one-year term of up
to $1.2 billion to finance the acquisition of Shares in open
market or block purchases during the period.  As of Dec. 28, 2007,
Infinity World obtained financing under the Confirmations in the
aggregate amount of $600 million.  The interest rate of the share
forward and share swap transactions would be based on 3-month
LIBOR plus 2.25%.

On Aug. 21, 2007, Dubai World had entered into a joint venture
with Mirage Resorts, Incorporated, a wholly-owned subsidiary of
MGM Mirage, to, among other things, develop, construct, operate
and acquire a 50% ownership interest in the CityCenter project in
Las Vegas.  Also in connection with the creation of the Joint
Venture, on August 21, 2007, Infinity World entered into a Company
Stock Purchase and Support Agreement pursuant to which MGM Mirage
issued and sold and Infinity World purchased 14,200,000 Shares
from the Issuer for the same price per Share offered by Infinity
World pursuant to the Offer.  On August 21, Infinity World and
Tracinda Corporation, entered into a Stockholder Support
Agreement, whereby, among other things, Tracinda has agreed to
vote all of its Shares in favor of any individuals nominated by
Infinity World to serve on the Issuer's Board of Directors
pursuant to the director designation procedures set forth in the
Company Stock Purchase Agreement.

In connection with the confirmation agreements, on Dec. 13, 2007,
Infinity World entered into a Pledge Agreement with Credit Suisse
International, Deutsche Bank AG, London Branch and The Royal Bank
of Scotland plc, as Initial Banks, and Deutsche Bank Trust Company
Americas, as Collateral Agent, whereby, among other things,
Infinity World agreed to grant a security interest to the
Collateral Agent, for the benefit of certain parties, in the
Shares acquired or otherwise held by Infinity World to secure the
obligations of Infinity World under the Original Confirmations.
On April 21, 2008, Credit Suisse International, Deutsche Bank AG,
London Branch, The Royal Bank of Scotland plc, Deutsche Bank Trust
Company Americas, Infinity World and Cayman LP entered into an
Amended and Restated Pledge Agreement in connection with entering
into the Amended Confirmations, whereby, among other things,
Cayman LP was added as an additional pledgor under the Original
Pledge Agreement.  Pursuant to the Amended Pledge Agreement,
Infinity World and Cayman LP have granted a security interest to
the Collateral Agent, for the benefit of the Secured Parties, in
the Shares acquired or otherwise held by Infinity World and Cayman
LP to secure the obligations of Infinity World and Cayman LP under
the Amended Confirmations.

                      About MGM Mirage

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

                        *     *     *

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

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

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

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

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


MILLERTON ABS: Moody's Cuts Ratings on Two Classes of Notes to 'C'
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings of these two classes of notes
issued by Millerton ABS CDO, Ltd:

Class Description: $36,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2039

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: A2, on review for possible downgrade

Class Description: $24,750,000 Class B Senior Secured Floating
Rate Notes Due 2039

  -- Prior Rating: A3, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Ba3, on review for possible downgrade

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

Class Description: $16,500,000 Class C Secured Floating Rate
Deferrable Notes Due 2039

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: 12,500 Preference Shares ($12,500,000 Aggregate
Liquidation Preference)

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

According to Moody's this rating change is the result of
deterioration in the credit quality of the underlying pool of
collateral.  Moody's notes that collateral par has deteriorated
since the last rating action was taken due to an increase in the
amount of defaulted assets.

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


MYERS MILL: May Employ Stubbs & Perdue as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has granted Myers Mill, LLC, authority to employ Trawick
H. Stubbs, Jr., Esq. and Stubbs & Perdue, P.A., as its counsel.

As the Debtor's counsel, Stubbs & Perdue, P.A., is expected to
represent and assist the Debtor in carrying out its duties during
the pendency of its Chapter 11 case.

Trawick H. Stubbs, Jr., an attorney at Stubbs & Perdue, assured
the Court that the firm does not represent any interest materially
adverse to the Debtor or its estae, and that the firm is a
"disinterested person" within the meaning of Sec. 101(14) of the
Bankruptcy Code.

Mr. Stubbs, Jr. told the Court that at the time the petition was
filed, the firm was owed for work performed in anticipation of the
Debtor's filing for Chapter 11, the amount of which was not
disclosed.

Mr. Stubbs, Jr. did not include a schedule of the hourly fees
currently being charged by the firm's professionals.

Headquartered in Charlotte, North Carolina, real estate company
Myers Mill LLC filed for Chapter 11 protection on Sept. 22, 2008
(Banrk. E.D. N.C. Case No. 08-06508).  In its schedules, the
company listed total assets of $13,986,640 and total debts of
$10,817,772.


NATIONAL AMUSEMENTS: May Have to File for Chapter 11 Protection
---------------------------------------------------------------
Merissa Marr at The Wall Street Journal reports that National
Amusements would likely have to file for Chapter 11.

WSJ relates that National Amusements owner Sumner Redstone put
last month about $233 million of his stock in Viacom and CBS,
which he controls through National Amusements, to try to fix his
debt problems after the stock market dropped lower and National
Amusements breached an asset-to-debt covenant.  WSJ says that the
move didn't work, and the Redstone family has since been
discussing with its lenders about restructuring a $1.6 billion
debt.

According to WSJ, the declining value of Mr. Redstone's assets
could give him less chance in talks with lenders, and a person
familiar with the situation said that Mr. Redstone would have to
sell some assets as a condition of a restructuring.  Sources said
that National Amusements would have to file for Chapter 11 if the
banks "pulled the plug" on the debt.  WSJ says that asset sales
being discussed include the Redstone family's movie-theater chain.

WSJ states that Viacom and CBS investors have become more
concerned that Mr. Redstone will have to sell more stock in the
firms as market conditions worsen, even though Mr. Redstone has
insisted that he won't sell any more stock in the companies.
Viacom and CBS shares, according to the report, have dropped more
than 20% last week.

Mr. Redstone's videogame company, Midway, was also notified by the
New York Stock Exchange that it could be delisted because its
stock had fallen below $1 a share over a 30-day trading period,
WSJ relates.

                  About National Amusements, Inc.

National Amusements, Inc., North America's sixth largest theatre
operator is a closely held corporation, that operates more than
1,425 motion picture screens in the U.S., the U.K., Latin America,
is an equal partner in the online ticketing service,
MovieTickets.com and the parent company of Viacom. Viacom is a
leading global media company, with preeminent positions in
broadcast and cable television, radio, outdoor advertising and
online.  With programming that appeals to audiences in every
demographic category across virtually all media, the company is a
leader in the creation, promotion and distribution of
entertainment, news, sports, music and comedy. Viacom's well-known
brands include CBS, MTV, Nickelodeon, VH1, BET, Paramount
Pictures, Viacom Outdoor, Infinity, UPN, Spike TV, TV Land, CMT:
Country Music Television, Comedy Central, Showtime, Blockbuster,
and Simon & Schuster.


NCO GROUP: Moody's Holds 'B2' Ratings on Weak Credit Metrics
------------------------------------------------------------
Moody's Investors Service affirmed the credit and liquidity
ratings of NCO Group, Inc., and changed the rating outlook to
negative from stable.  The negative outlook anticipates earnings
pressure in the debt collection business over the next year due to
deteriorating consumer payment patterns and tightening headroom
under financial covenants.

The B2 Corporate Family Rating is constrained by modestly weak
credit metrics for the rating category, limited business line
diversity and moderate customer concentration.  The ratings
benefit from a leading market position in the accounts receivable
outsourcing industry and a large global platform of on-shore and
off-shore offerings.

Moody's affirmed these ratings:

  -- $604 million senior secured term loan due 2013, Ba3 (LGD 3,
     31%)

  -- $100 million senior secured revolver due 2011, Ba3 (to LGD 3,
     31%)

  -- $165 million senior floating rate notes due 2013, B3 (to LGD
     4, 66% from LGD 4, 67%)

  -- $200 million senior subordinated notes due 2014, Caa1 (LGD 6,
     91%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- Speculative Grade Liquidity rating, SGL-3

The last rating action on NCO was on January 29, 2008 at which
time Moody's confirmed all the credit ratings of NCO, downgraded
the speculative grade liquidity rating to SGL-3 from SGL-2 and
changed the outlook to stable.

Based in Horsham, Pennsylvania, NCO Group, Inc. is a global
provider of business process outsourcing services, primarily
focused on accounts receivable management and customer
relationship management.  The company also purchases and manages
past due consumer accounts receivable from consumer creditors such
as banks, finance companies, retail merchants, utilities,
healthcare companies, and other consumer-oriented companies.  NCO,
a portfolio company of One Equity Partners, reported revenues of
about $1.4 billion for the twelve month period ended Sept. 30,
2008.


NEW JERSEY HEALTH: Continued Losses Cue S&P's Rating Cut to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on New Jersey Health Care Facilities Financing Authority's series
1998 and 2000 bonds, issued for Solaris Health System (Muhlenberg
Regional Medical Center and JFK Health System), to 'BB' from
'BBB-'.

The downgrade reflects the system's continued operating losses
mostly from losses at the Muhlenberg campus, where management
recently discontinued acute-care services, and deteriorating
liquidity.  Management plans to refinance all of JFK Obligated
Group and Muhlenberg's outstanding debt with New Jersey hospital
asset transformation program bonds sometime during the first half
of 2009.  At that time, the existing SPUR will no longer apply.
However, for now, Solaris' deteriorating overall financial profile
necessitates a downgrade for the intervening period.  The outlook
remains negative as there remains uncertainty regarding the timing
of the debt refinancing.

Other factors contributing to the downgrade are thin debt service
coverage of 1.5x through the nine months of 2008 ended Sept. 30,
despite the low debt burden of just 1.8% of revenues and continued
high bad-debts expense, following a shift in the payer mix within
the service area leading to a greater uncompensated care burden.

With the Muhlenberg closure, the system expects greater volumes
and revenues, which have already begun to help the flagship return
to profitability in 2008. The system's credit strengths include
continued volume growth in inpatient and outpatient services as
well as a sound business position, despite some market share
erosion during the last few years, highlighted by market strength
in a few key specialties--notably neurosciences, vascular
treatment, and orthopedics.

The negative outlook is the result of a weak balance sheet and
uncertainty regarding the timing of the debt refinancing under the
Hospital Asset Transformation Program.

"While Muhlenberg's closure should allow the system to return to
profitability during the next one to two years, the thin balance
sheet and challenging reimbursement environment will likely exert
continued pressure on the already thin financial profile," said
Standard & Poor's credit analyst Charlene Butterfield.  "If
management fails to complete the bond issue and the system fails
to return to profitability so that coverage and balance sheet
metrics reach levels commensurate with the rating, a further
downgrade will be warranted during the next one to two years,"
said Ms. Butterfield.


NORTEL NETWORKS: Adequate Liquidity Cues S&P to Keep 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed the ratings,
including the 'B-' long-term corporate credit rating, on Canada-
based telecommunications equipment provider Nortel Networks Ltd.

At the same time, S&P removed the ratings from CreditWatch with
negative implications, where they were placed Nov. 10, following
the company's weakened operating outlook for 2008, higher-than-
expected cash burn, and a change in strategy.  The outlook is
negative.

The ratings on NNL are based on the consolidation with parent
Nortel Networks Corp.  At Sept. 30, Nortel had about US$4.5
billion of debt outstanding.

"The affirmation primarily reflects S&P's view that Nortel should
be able to sustain adequate levels of liquidity in the next 12-18
months to support its high fixed charges and turnaround efforts
despite difficult market conditions and company-specific
challenges," said Standard & Poor's credit analyst Madhav Hari.

Specifically, based on S&P's forecast of a 15% year-over-year
decline in 2009 reported revenues, cash burn of about US$550
million, and assumed noncore asset sales of about US$100 million,
S&P expects Nortel's cash balances of US$2.66 billion at Sept. 30,
to decline to about US$1.9 billion by Dec. 31, 2009.  "The
negative outlook reflects S&P's concerns about the company's
ability to contain revenue erosion given difficult market
conditions, high cash burn, and execution risk as it relates to
its revised strategy," Mr. Hari added.  If Nortel's prospective
cash balances fall to about US$1.5 billion, or if the pace of cash
burn proves to be higher than S&P's expectations, S&P will likely
lower the ratings.

The ratings on Nortel are constrained by a highly competitive
telecom equipment industry, notably in the context of continuing
carrier customer consolidation; weak market position in various
product segments; near-term execution risk as it relates to its
new strategy; weak profitability; high cash burn; and weak credit
metrics.  These factors are partially mitigated by the company's
broad portfolio of wireline and wireless products and services;
reasonable scale; geographically diversified operations; broad
customer base; and adequate, albeit weakening, liquidity in the
next 12-18 months.

The negative outlook reflects Standard & Poor's view that, given
difficult market conditions and weak profitability, Nortel will
not generate sufficient operating cash flow to fund its high fixed
charges.  As such, S&P expects cash burn to remain high over the
next two years.  Although sizable cash balances can accommodate
operating shortfalls in the next 12-18 months, a worsening cash
position will limit the company's ability to successfully execute
a turnaround.  Should Nortel's prospective cash balances fall to
about US$1.5 billion, or if the pace of cash burn proves to be
higher than S&P's expectations as noted above, S&P will likely
lower the ratings.  Absent a material liquidity-generating and
profitability-enhancing transaction, Standard & Poor's is not
likely to consider revising the outlook to stable in the near
term.


NORTEX HOUSING: Moody's Cuts Rating on Refunding Bonds to 'Ba1'
---------------------------------------------------------------
Moody's has downgraded the rating of Nortex Housing Finance
Corporation Single Family Mortgage Revenue and Refunding Bonds,
Series 2007A Class B Subordinate to Ba1 from Baa3 and removed the
bonds from Watchlist for Possible Downgrade.  The downgrade and
removal from Watchlist for Possible Downgrade of the Class B
Subordinate bonds is based on a review of the second mortgage
loans securing the Class B Subordinate bonds.  The outlook is
stable.

Moody's decision to downgrade to Ba1 the rating on the bonds was
based on the credit characteristics of the second mortgage pools.
All of the second mortgages are fixed rate and were issued in
connection with the issuance of a first mortgages that were
guaranteed by either Fannie Mae, Freddie Mac or GNMA-all of which
have strict underwriting guidelines-and securitized into Mortgaged
Backed Securities.  As a result, the credit characteristics of the
second mortgagees are more similar to Prime borrowers.  However,
the fact that many of the mortgages have been originated within
the last two years and the uncertainty around the expected
performance of the second mortgages given current delinquency
rates are not compatible with an investment-grade rating.

Although, cash flow scenarios demonstrate that the transactions
can support a very high level (50%) of defaults from the second
mortgages before the bonds would default, Moody's projects that
delinquency rates could come close to 45%, given current default
rates.  Moody's relied on default projections that are based on
current experience.

                           Outlook

The stable outlook is predicated on the high number of
delinquencies the Class B Subordinate bonds can withstand before a
default and the relative stability of the Texas housing market.


NORTHWEST AIRLINES: Delta Wants Renegotiation of Mac Deal
---------------------------------------------------------
Delta Air Lines, Inc., reiterated their pledge to repay the
Metropolitan Airports Commission the $245 million that Delta's
subsidiary, Northwest Airlines Corporation, owes on bond debt,
reports the Star Tribune.

Under the current Agreement, the bonds would be paid off in 2022,
and violations of its terms would trigger an acceleration of the
payments by 10 years.

Delta executives, however, suggest renegotiation of the 1992
agreement between Northwest and the MAC, with respect to the
requirements of a headquarters, hub and employment levels.

Northwest's headquarters at Eagan, Minnesota, is expected to
close subsequent to the approval that the airlines obtained from
Federal Aviation Administration on integrated flight operations,
"which could occur in late 2009 or early 2010," says the report.

Absent a new agreement, Delta would violate the current pact when
the headquarters closes and its penalty would be early repayment
of all of the bond debt by 2012, according to the report.

"Our priorities in negotiations with the airline are to retain as
many jobs and as much air service in Minnesota as possible,"
Patrick Hogan, a MAC spokesman, said.

Northwest CEO Ed Bastian affirms that "there is a practical and
immediate consideration about the number of salaried jobs that
Delta will retain in Minnesota," according to the report.

Mr. Bastian pushes for the speedy negotiations.  Mr. Hogan noted,
however, that Delta has not submitted a written proposal for
MAC's consideration to "tell us how they intend to make amends."

In separate filings with the SEC dated October 31, 2008, these
NWA officers disclosed that they disposed of stocks of Northwest
Airlines Corp., subsequent to the Company's merger with Delta Air
Lines Corp.:

  * Douglas Steenland,
  * David Davis,
  * Timothy Griffin,
  * Andrew Roberts,
  * Anna Marie Schaefer,  and
  * Richard Hirst.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

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

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE: DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors
in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provides the Debtors with financial advice.
Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, provide the Official Committee of
Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 25, 2007, the Court confirmed the Debtors'
plan.  That plan became effective on April 30, 2007.  The Court
entered a final decree closing 17 cases on Sept. 26, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.


NORTHWEST AIRLINES: Directors Leave Posts After Merger
------------------------------------------------------
By virtue of the merger of Northwest Airlines Inc. to Delta Air
Lines Inc., each of Roy J. Bostock, David A. Brandon, Michael J.
Durham, John M. Engler, Mickey P. Foret, Robert L. Friedman, Doris
Kearns Goodwin, Jeffrey G. Katz, James J. Postl, Rodney E. Slater,
Douglas M. Steenland and William S. Zoller, who constituted the
Board of Directors of Northwest prior to the Merger, ceased to be
directors of the Company as of the effective time of the Merger,
and each of the named executive officers and the principal
accounting officer of Northwest, together with all of its other
officers, ceased to hold their positions with the airline as of
the effective time of the Merger.

Ms. Schaefer emphasizes that these resignations were not a result
of any disagreements with the Company on any matter relating to
the Company's operations, policies or practices.

Upon consummation of the Merger and pursuant to the Merger
Agreement, five members of the current Board of Directors of the
Company -- Roy J. Bostock, the current Chairman of the Board of
Directors of the Company, Douglas M. Steenland, the current Chief
Executive Officer of the Company, John M. Engler, Mickey P. Foret
and Rodney E. Slater -- were appointed to the Board of Directors
of Delta.

                    About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

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

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE: DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors
in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provides the Debtors with financial advice.
Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, provide the Official Committee of
Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 25, 2007, the Court confirmed the Debtors'
plan.  That plan became effective on April 30, 2007.  The Court
entered a final decree closing 17 cases on Sept. 26, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.


NORTHWEST AIRLINES: Post-Merger Compensation Plan Signed
--------------------------------------------------------
In connection with the closing of the merger between Delta
Airlines and Northwest Airlines, Anna M. Schaefer, vice- president
for finance & chief accounting officer of Northwest Airlines
Corp., relates that the Compensation Committee of the Board of
Directors of the Company took certain actions under existing
compensation plans and arrangements applicable to employees of
Northwest Airlines, Inc.

The Compensation Committee took certain actions under the
existing Key Employee Annual Cash Incentive Plan and the existing
2003 Long Term Cash Incentive Plan to specify the time and manner
in which awards for outstanding awards for open performance
periods at the closing of the Merger will be calculated and
paid.  In general, under the KEACIP, the Compensation Committee
approved payouts for the 2008 plan year at 100% of target payout
levels for KEACIP participants who remain employed through the
applicable payment date.   In general, under the LTIP, the
Compensation Committee approved payouts for the 2007-2008
performance period at 200% of target payout levels, and payouts
for the 2008-2009 performance period at 100% of target payout
levels for LTIP participants who remain employed through the
applicable payment date.

The Compensation Committee amended the terms of the existing
Northwest Airlines Supplemental Retirement Plan in order to cause
the benefits accrued prior to December 31, 2008, under the SERP
to be paid out in a lump sum on a specified payment date to SERP
participants, and to terminate all future benefit accruals under
the SERP.

Pursuant to the terms of the existing restricted retention unit
award granted to Douglas M. Steenland under the Retention
Agreement and Amendment to Management Compensation Agreement
dated as of April 14, 2008, Mr. Steenland's 375,000 RRUs would
vest and become payable in cash upon the consummation of the
Merger based upon the "Fair Market Value" per share of Company
common stock on such date, which was defined, with respect to any
particular date, as the closing price of a share of Company
common stock on such date.

The Compensation Committee modified the terms of Mr. Steenland's
previously granted RRU award.  The modification changed the
formula for determining the amount payable upon the vesting of
the RRU award to provide Mr. Steenland with a minimum value of
$11.22 per RRU.

The reason for the modification was the Committee's expectation
at the time the original RRU award was granted that the Company's
stock price would be higher when the award became payable than
the $11.22 closing price of the Company's stock at the time the
award was granted.

Accordingly, the Compensation Committee awarded these officers:

  (a) Mr. Steenland -- $495,000, and
  (b) David Davis -- $400,000

                    Merger Equity Awards

As previously disclosed, Delta's Board of Directors and
stockholders have approved the issuance of equity to substantially
all employees of the combined company in connection with the
Merger.  Just under 10% of Delta's outstanding equity
capitalization on a fully-diluted basis will be delivered to
substantially all of Delta's and Northwest's U.S. based employees
in the form of unrestricted common stock, which can be held or
sold immediately.  International employees will receive cash
awards instead of stock due to the complexities associated with
stock in many foreign jurisdictions.  Approximately 600 to 700
leaders of Delta will receive restricted shares of common stock
and/or non-qualified stock options instead of the awards
described.

The leadership grants will take approximately three years to
fully vest and, unlike the unrestricted stock provided to most
employees, recipients of the leadership grants cannot realize
immediate value from their awards.  The determination of Delta's
outstanding equity capitalization on a fully-diluted basis gives
effect to the shares of common stock issued to the stockholders
of Northwest in the merger and to the equity grants made to
employees.

All awards made to officers under Delta's Merger Award Program,
will be in the form of restricted stock and stock options that
will vest or become exercisable, as the case may be, over a three
year period, though participants risk forfeiture of those awards
under certain circumstances.  To the extent these awards are not
forfeited, they will vest (i) with respect to 20% of the shares
on each of May 1, 2009, November 1, 2009 and May 1, 2010, and
(ii) with respect to the remaining 40% of the shares on November
1, 2011.

The specific terms of the leadership grants are set forth in the
MAP, which was adopted on October 29, 2008 by the Personnel &
Compensation Committee of the Delta board of directors.  The MAP
is an equity-based long-term incentive program for leadership
employees of Delta and its subsidiaries, including Northwest, and
is intended to retain leadership employees following the Merger
and to align their interests with Delta's other employees and
stakeholders.

The MAP was adopted under, and is subject to Delta's 2007
Performance Compensation Plan.

         Delta Assumes NWA 2007 Stock Incentive Plan

In a filing with the SEC dated November 10, 2008, Mr. Anderson
reported that pursuant to the Merger Agreement, the NWA Stock
Incentive Plan was assumed by Delta at the effective time of the
merger.

Mr. Anderson says that any award outstanding under the NWA Plan
at the Effective Time that was not otherwise settled upon the
Merger was assumed by Delta and converted into an award
referenced by Delta common stock -- subject to, and in accordance
with, the same terms and conditions applicable to the
corresponding Northwest award, except that the number of shares
of Delta common stock subject to each converted award is equal to
the product, rounded down to the nearest whole number of shares
of Delta common stock, of (i) the number of shares of Northwest
common stock, subject to the corresponding Northwest stock option
appreciation right, and (ii) 1.25.

The exercise price for converted options and stock appreciation
rights is equal the applicable per share exercise price for the
shares of Northwest common stock divided by 1.25, Mr. Anderson
reported.

        Parties Seek Determination on Airline Operations

The Atlanta-Journal Constitution reports that Delta and ALPA have
submitted separate applications to the National Mediation Board,
"seeking a determination that Delta and Northwest make up a
single carrier."

"If the [NMB] determines that Delta and Northwest are a single
carrier across the Company, as Delta contends, unions would have
14 days to show interest from at least 35 percent of employees in
a craft or class to trigger union representation elections,"
according to the report.

According to AJC, ALPA sought the Determination as part of its
collective bargaining agreement with Delta, and will aid in
establishing a single pilot bargaining unit.

However, the International Association of Machinists believes
that the filings are "premature" and could give Delta the
opportunity to de-unionize the rest of the labor groups, the
newspaper reports.

The Association of Flight Attendants also told AJC that it plans
to file an objection.

Delta spokesman Kent Landers commented that procedures for
addressing union representation and integrating employee
seniority lists "should begin promptly" so employees and
customers can reap more benefits of the Merger.

Northwest is heavily unionized, while Delta's pilots are the only
workforce with union representation.

                   Northwest's Conversion

The fusing of Delta Air Lines and Northwest Airlines into the
world's largest carrier is likely to be the opposite of a "big
bang" merger, the Star Tribune relates.

"At the end of the day, this new airline will be about
unparalleled service of a superior nature to our competition,"
said Ed Bastian, Delta's president and Northwest's new CEO,
reports the Star Tribune.

After the October 29 Merger, Delta will wait for 15 to 18 months
before FAA approves the merger of Northwest's operations to
Delta.  It will take about two years to fully integrate the two
companies, the report says.

Meanwhile, Delta's and Northwest's flight attendants and ground
workers must decide whether they want to belong to unions.  To
recall, the Association of Flight Attendants failed to organize
Delta attendants earlier this year, but it has represented
Northwest attendants since 2006.

The International Association of Machinists and Aerospace
Workers, which was an opponent of the merger is now focused on
persuading their nonunion peers at Delta on joining the union.

Star Tribune says that Delta's executives already have negotiated
a four-year labor contract with the Delta and Northwest pilots,
who expect to settle their seniority integration differences by
next month.

Regardless of the outcome of the union representation elections,
Star Tribune relates, Delta executives want the matter to be
resolved soon because it creates anxiety and a distraction for
employees.

Mr. Anderson is convinced Delta will be a long-term survivor.

   Northwest Flight Attendants Testifies before MAC

Northwest Airlines flight attendants represented by the
Association of Flight Attendants-CWA testified before the
Metropolitan Affairs Committee for the State of Minnesota and
Representative Debra Hilstom to examine how the merger with Delta
Air Lines will impact the contracts the state has with the
carrier.

"We applaud the state of Minnesota on their continued commitment
to evaluating the potential consequences of the merger on the
state and citizens of the state," said Patricia Friend, AFA-CWA
International President, in a statement.

"This merger has the potential to break the long standing
commitments with Minnesota that has enabled Northwest Airlines to
become a viable and successful merger partner, and it also
threatens to break Northwest flight attendants' contract and
eliminate the union and destroy over 60 years of collective
bargaining rights," she added.

According to the statement, AFA-CWA was to testify alongside
other union representatives.  Due to archaic National Mediation
Board guidelines, because Delta flight attendants are not
represented, the combined work group must vote to become members
of AFA-CWA.

The statement said that if less than 50% of Delta and Northwest
flight attendants participate in the election, the NMB will
declare that vote invalid and Northwest flight attendants will
lose their contract.

            Leading Edge to Repaint Northwest Planes

Leading Edge Aviation Services signed a deal to repaint Northwest
planes with the Delta logo, according to The Associated Press.
The contract requires Leading Edge to expand its Greenville work
force from 90 workers to 300.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

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

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE: DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors
in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provides the Debtors with financial advice.
Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, provide the Official Committee of
Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 25, 2007, the Court confirmed the Debtors'
plan.  That plan became effective on April 30, 2007.  The Court
entered a final decree closing 17 cases on Sept. 26, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.


NORTHWEST AIRLINES: Seeks Delisting After Shares Converted
----------------------------------------------------------
In connection with the completion of its merger with Delta Air
Lines, Northwest Airlines has notified the New York Stock Exchange
that each outstanding share of its common stock was converted in
the Merger into the right to receive Delta common stock and has
requested that the NYSE file a notification of removal from
listing on Form 25 with SEC with respect to the Company common
stock.

The stock removal is pursuant to Section 12(b) of the Securities
Exchange Act of 1934.

As reported by the Troubled Company Reporter, Northwest Airlines
Corporation completed its merger with Delta Air Lines, Inc., on
October 29, 2008, wherein it became a direct wholly-owned
subsidiary of Delta.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

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

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE: DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors
in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provides the Debtors with financial advice.
Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, provide the Official Committee of
Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 25, 2007, the Court confirmed the Debtors'
plan.  That plan became effective on April 30, 2007.  The Court
entered a final decree closing 17 cases on Sept. 26, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.


NRG ENERGY: Board Urges Shareholders to Snub Exelon's Offer
-----------------------------------------------------------
Jay Miller at The Wall Street Journal reports that NRG Energy
Inc.'s board has discouraged shareholders from taking Exelon
Corp.'s buyout offer, saying that it is "inadequate."

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Exelon said that it would take its $6.2 billion offer for NRG
Energy directly to that company's shareholders, after NRG Energy's
Board of Directors unanimously determined that the
Oct. 19, 2008 unsolicited proposal from Exelon significantly
undervalues NRG Energy and is not in the best interests of the
company's shareholders.  NRG Energy confirmed on Nov. 12, 2008,
that it received two letters from Exelon in which Exelon states
its intention to commence an unsolicited exchange offer on the
same date, to acquire all of the outstanding shares of NRG Energy
at a fixed exchange ratio of 0.485 Exelon shares for each NRG
Energy common share.

According to WSJ, Exelon had asked a judge to let shareholders
decide on the offer after NRG Energy's board rejected the offer.

WSJ relates that the board urged shareholders not to tender their
shares.  The report quoted NRG Energy Chairperson Howard Cosgrove
as saying, "The board of directors is unanimous in its belief that
the Exelon offer is inadequate, dilutive, significantly
undervalues NRG and does not fully reflect the underlying
fundamental value of NRG's assets, operations and strategic plan,
including our strong market position and future growth prospects."
Exelon's exchange offer doesn't compensate the shareholders
"adequately for the value of achievable synergies and is too
dependent on the uncertain value of Exelon common stock," and
Exelon's offer has too many contingencies, the report states,
citing NRG Energy.

                           About Exelon

Headquartered in Chicago, Exelon is the holding company for non-
regulated subsidiary, ExGen and for regulated subsidiaries,
Commonwealth Edison Company (ComEd; Baa3 senior unsecured, stable
outlook) and PECO Energy Company (PECO; A3 Issuer Rating, stable
outlook).  At Dec. 31, 2007, Exelon had total assets of US$45.4
billion.

                            About NRG

Headquartered in Princeton, NRG Energy, Inc., owns and operates
power generating facilities, primarily in Texas and the northeast,
south central and western regions of the United States.  NRG also
owns generating facilities in Australia and Germany.

As reported in the Troubled Company Reporter on Oct. 22, 2008,
Fitch Ratings kept its 'CCC+/RR6' convertible preferred stock
rating on NRG.


PAETEC HOLDING: EVP and General Counsel Charles Sieving Resigns
---------------------------------------------------------------
PAETEC Holding Corp. disclosed that Charles E. Sieving has
resigned as executive vice president, general counsel and
secretary of the company effective Nov. 14, 2008.

Mr. Sieving tendered his resignation to accept the position of
executive vice president and general counsel of FPL Group, Inc.
effective December 1, 2008.

Headquartered in Fairport, New York, PAETEC Holding Corp.
(NASDAQ GS: PAET) -- http://www.paetec.com/-- provides large,
medium-sized and, to a lesser extent, small business end-user
customers in metropolitan areas with a package of integrated
communications services that includes local and long distance
voice, data, and broadband Internet access services.  PAETEC
Holding had approximately 3,900 employees as of March 1, 2008.

As of March 1, 2008, excluding the effect of the McLeodUSA merger,
PAETEC Holding had in service 124,261 digital T1 transmission
lines, which represented the equivalent of 2,982,264 telephone
lines, for over 30,000 business customers in a service area
encompassing 53 of the top 100 metropolitan statistical areas.

                          *     *     *

As reported in the Troubled company Reporter on Aug. 12, 2008
Standard & Poor's Rating Services revised its outlook on Fairport,
N.Y.-based competitive local exchange carrier (CLEC) PAETEC
Holding Corp. to stable from positive following the company's
announcement that 2008 revenue and EBITDA would fall short of its
original guidance. S&P affirmed all ratings, including the 'B'
corporate credit rating. Total operating lease-adjusted debt is
approximately $1.2 billion.

                          *     *     *

PAETEC Holding Corp. still carries Moody's Investors Service's
Caa1 senior unsecured debt rating assigned on June 21, 2007.


PAETEC HOLDING: Posts $355MM Net Loss in Quarter ended Sept. 30
---------------------------------------------------------------
PAETEC Holding Corp. disclosed financial results for quarter ended
Sept. 30, 2008.  Total revenue for third quarter 2008 increased
43.0% to $406.1 million from $283.9 million for third quarter
2007, due to the addition of the operating results of McLeodUSA
Incorporated, which PAETEC acquired on Feb. 8, 2008.

The net loss for third quarter 2008 of $355.8 million, compared to
net loss of $5.1 million for third quarter 2007, reflected the
preliminary non-cash goodwill impairment charge of $340 million
recorded for the 2008 quarter.  The actual impairment loss, once
determined by the company, may differ significantly from this
estimate.  Any adjustment to this estimated impairment loss based
on the completion of the measurement of the impairment loss will
be recognized in fourth quarter 2008.  The charge would be non-
cash and would not directly affect liquidity.  Depreciation and
amortization increased from $35.2 million for third quarter 2007
to $53.4 million for third quarter 2008, due to the addition of
McLeodUSA results.  Integration and restructuring costs of
$3.8 million also contributed to the 2008 quarters net loss.

                       Capital Expenditures

Capital expenditures for third quarter 2008 increased 70.8% to
$31.3 million, or 7.7% of total revenue, from $18.3 million, or
6.5% of total revenue, for third quarter 2007.

                    Cash Balance and Cash Flows

PAETEC had a cash balance of $72.2 million at Sept. 30, 2008,
compared to the June 30, 2008, balance of $84.0 million.  For
third quarter 2008, PAETEC achieved net cash provided by operating
activities of $24.8 million and free cash flow of $26.4 million.


                           Indebtedness

At Sept. 30, 2008, $581.2 million was outstanding under PAETEC's
senior credit facility term loans, which have a maturity date of
Feb. 28, 2013.  Before their maturity, PAETEC is required to make
scheduled principal payments of $6 million annually on the term
loans.  At the end of third quarter 2008, PAETEC was well within
the sole financial maintenance covenant in its credit facility,
which provides for a maximum permissible ratio of consolidated
debt to consolidated EBITDA of 5.00:1.00.  During third quarter
2008, PAETEC reduced the principal on its term loans by
$1.5 million.

At Sept. 30, 2008, PAETEC had outstanding $300 million principal
amount of 9.5% senior notes due 2015.  The senior notes have no
financial maintenance covenants.

On Oct. 15, 2008, PAETEC drew down the full $50 million principal
amount of loans available under its revolving credit facility.
There are no scheduled principal payments under the revolving
loans.  Any outstanding revolving loans will be payable in full on
the revolving loan maturity date of Feb. 28, 2012.

To hedge interest rate exposure under its term loans, PAETEC
currently has $400 million in active swaps, with $175 million
maturing April 30, 2009, and $225 million maturing June 30, 2009.
The blended all-in-rate for the debt covered by the current swaps
is now 7.9%.  On Nov. 12, 2008, PAETEC executed a $400 million
forward swap to replace the existing swaps as they mature on
April 30 and June 30, 2009.  The new $400 million two-year swap
will mature on June 30, 2011, and the debt covered by these new
swaps will carry a blended all-in-rate of 5.3%.  Once the new swap
becomes fully effective on June 30, 2009, PAETEC believes its
annual interest expense will be reduced by approximately
$10 million.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1,531,090,000, total liabilities of $1,203,287,000 and
stockholders' equity of $327,803,000.

A full-text copy of the company's 10-Q filing is available for
free at http://ResearchArchives.com/t/s?3523

                      About PAETEC Holding

Headquartered in Fairport, New York, PAETEC Holding Corp.
(NASDAQ GS: PAET) -- http://www.paetec.com/-- provides large,
medium-sized and, to a lesser extent, small business end-user
customers in metropolitan areas with a package of integrated
communications services that includes local and long distance
voice, data, and broadband Internet access services.  PAETEC
Holding had approximately 3,900 employees as of March 1, 2008.

As of March 1, 2008, excluding the effect of the McLeodUSA merger,
PAETEC Holding had in service 124,261 digital T1 transmission
lines, which represented the equivalent of 2,982,264 telephone
lines, for over 30,000 business customers in a service area
encompassing 53 of the top 100 metropolitan statistical areas.

                          *     *     *

As reported in the Troubled company Reporter on Aug. 12, 2008
Standard & Poor's Rating Services revised its outlook on Fairport,
N.Y.-based competitive local exchange carrier (CLEC) PAETEC
Holding Corp. to stable from positive following the company's
announcement that 2008 revenue and EBITDA would fall short of its
original guidance. S&P affirmed all ratings, including the 'B'
corporate credit rating. Total operating lease-adjusted debt is
approximately $1.2 billion.

                          *     *     *

PAETEC Holding Corp. still carries Moody's Investors Service's
Caa1 senior unsecured debt rating assigned on June 21, 2007.


PAULA FINANCIAL: Discloses Add'l $0.09 Per Share Distribution
-------------------------------------------------------------
PAULA Financial board of directors has declared an additional
liquidating distribution in the amount of $0.09 per common share.
The distribution will be paid to holders of record as of Dec. 1,
2008, and will be paid on Dec. 15, 2008.

This will be the third liquidating distribution paid by the
company since it sold its sole operating business in February 2008
for $50,000,000 or $6.86 per common share.  An initial liquidating
distribution of $3.89 per common share was completed in March 2008
followed by another $1.52 in September 2008.  The liquidating
distribution combined with the earlier ones totals $5.50 per
common share and represents 80% of proceeds from the transaction.

The company's remaining cash reserves are held for potential
indemnification commitments well as to provide for contingent and
unknown claims which may or may not arise during the winding up
of the company.  Future cash distributions to PFCO stockholders,
if any, cannot be determined by the board at this time.

The company also reported that the third release of funds held in
escrow related to the asset sale was received on Nov. 24, 2008.
The final scheduled escrow release date is Feb. 22, 2009.

Additionally, the company has posted its reviewed financial
statements for the nine months ended Sept. 30, 2008, on its
website.  The board intends to continue to
post financial and other updates from time to time on the website.

                      About PAULA Financial

Headquartered in Pasadena, California, PAULA Financial (Pink
Sheets:PFCO) -- http://www.pfco.cc/-- is a specialty distributor
of commercial insurance products and services.  The company's
subsidiaries, Pan American Underwriters, Inc. and Pan American
Underwriters Insurance Agents and Brokers, Inc., place an array of
commercial insurance products on behalf of its customers, for
which it is paid commission income by the carriers it represents.


PHARMANET DEVELOPMENT: Moody's Affirms & Withdraws 'B3' Ratings
---------------------------------------------------------------
Moody's Investors Service confirmed the ratings of PharmaNet
Development Group, Inc., including the B3 Corporate Family Rating
and changed the ratings outlook to negative.  Moody's also changed
the Speculative Grade Liquidity Rating to SGL-3 from SGL-4.  This
concludes the rating review for possible downgrade that was
initiated on Oct. 31, 2008.

The ratings actions follow PharmaNet's announcement on Nov. 20,
2008, of an offer to exchange its $144 million 2.25% Convertible
Senior notes for $115 million principal amount of 8.0% Convertible
Senior notes and cash.  The New Notes would benefit from a second
priority interest on certain assets of the company's domestic
subsidiaries, whereas the Old Notes are unsecured.  PharmaNet is
offering to exchange $800 principal of New Notes and $250 in cash
for each $1,000 principal amount of Old Notes.

While Moody's views the Exchange Transaction as tantamount to a
distressed exchange offer, Moody's is confirming the B3
Probability of Default Rating because it reflects the probability
of default of rated debt only.  Moody's rates only PharmaNet's $45
million senior secured revolver which has no amounts outstanding.
Moody's does not rate the Old Notes.

The confirmation of the B3 Corporate Family Rating reflects the
reduced refinancing risk stemming from the August 15, 2009 put
option on the Old Notes.  Moody's expects that absent this cash
obligation, PharmaNet's liquidity and fundamental business profile
remain reflective of the current B3 rating.  Full participation in
the exchange would result in incremental interest expense of
roughly $6 million annually.  Pro forma for full participation in
the Exchange Transaction, Moody's believes that leverage and
interest coverage metrics would remain in-line with the current B3
rating.

The change in outlook to negative reflects Moody's expectation
that PharmaNet could face increasingly difficult operating
conditions in the near-term given the weak economic outlook which
could lead clients (e.g., pharmaceutical and biotech companies) to
continue to defer spending on contract research services.  As a
result, continued large project cancellations could lead to
deterioration of liquidity and credit metrics.

The change of the Speculative Grade Liquidity Rating to SGL-3 from
SGL-4 reflects the assumption that the Exchange Transaction will
be consummated, thus significantly reducing the company's cash
obligations over the next twelve months.  The SGL rating continues
to be constrained by: 1) the expected near-term expiration of the
revolver, which will leave the company with limited access to
external liquidity; 2) the expected reduction in cash following
completion of the exchange offer; and 3) uncertainty regarding the
company's ability to generate consistent free cash flow over the
next twelve months given the potential for a weak operating
environment and contract cancellations.  The Exchange Transaction,
depending on the level of participation, would result in an
upfront cash payment of up to roughly $36 million.  At Sept. 30,
2008 PharmaNet had approximately $63 million of cash on the
balance sheet, although a substantial portion of the cash was
located in foreign subsidiaries.

Subsequent to the actions, Moody's will withdraw all of
PharmaNet's ratings for business reasons.

Ratings Confirmed and to be withdrawn:

  - $45 million senior secured revolving credit facility due 2009,
    Ba3 (LGD 1, 5%);

  - Corporate Family Rating, B3

  - Probability of Default Rating, B3

Ratings Changed and to be withdrawn:

  - Speculative Grade Liquidity Rating to SGL-3 from SGL-4

The ratings outlook is negative.

PharmaNet, based in Princeton, New Jersey, is a leading North
American Contract Research Organization firm that provides Phase I
through Phase IV clinical development services, bio-analytical
laboratory services, and specialized drug development services to
pharmaceutical, biotechnology and generic pharmaceutical
companies.  PharmaNet generated direct revenues of approximately
$364 million for the twelve month period ended Sept. 30, 2008.


PHARMANET DEVELOPMENT: S&P Withdraws 'B' Rating on Request
----------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'B'
corporate credit rating on PharmaNet Development Group Inc.
Standard & Poor's also withdrew its 'BB-' issue-level rating and
'1' recovery rating on the company's $45 million revolving credit
facility due 2009, its 'CCC+' issue-level rating and '6' recovery
rating on the company's $143.75 million convertible notes, and all
preliminary ratings related to the company's $300 million shelf
registration.

The ratings were withdrawn at the company's request.


REICHHOLD INDUSTRIES: S&P Downgrades Corporate Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Reichhold Industries to 'B' from 'BB-'.  The outlook is
stable.

At the same time S&P lowered its rating on the company's $195
million senior unsecured notes due 2014 to 'B-' from 'B+'.  The
recovery rating is unchanged at '5', which indicates S&P's
expectation for modest (10%to 30%) recovery in the event of a
payment default.

"The downgrades follow Reichhold's subpar third-quarter 2008
operating results, which reflect lower volumes from both of its
segments," said Standard & Poor's credit analyst Henry Fukuchi.
"Third-quarter results were also hurt by raw material cost
increases that exceeded price increases during the quarter."

The rating action also incorporates S&P's expectation that the
fourth quarter could be materially weaker.  S&P does not expect
that the company will be able to materially improve its financial
profile during the next several quarters, particularly in light of
the challenging operating environment within the North American
and European end markets.

The rating on Durham, North Carolina-based Reichhold, a producer
of unsaturated polyester resins used for composite applications
and resins used for coatings by architectural and industrial
customers, reflects the company's highly leveraged financial
profile, low operating margins, and cyclical, competitive markets.
Reichhold's meaningful market positions in its resins product
lines, significant geographic diversity of sales, satisfactory
liquidity, and management's commitment to reduce debt-like
obligations temper these weaknesses.


RELIANT ENERGY CHANNELVIEW: Court Confirms Liquidation Plan
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has confirmed the liquidation plan for Reliant Energy Channelview
LP, Bankruptcy Law360 reports.  The ruling, the report says, paves
the way for Global Infrastructure Partners and Fortistar LLC to
buy the Debtor's assets.

As reported by the Troubled Company Reporter on November 21, 2008,
all the creditors eligible to vote on the plan have voted to
accept the plan.  The Bankruptcy Court approved the Chapter 11
disclosure statement in October.

According to Troubled Company Reporter, the plan contemplates the
liquidation of the Debtors' estate and the distribution of the
sale proceeds and any other remaining assets to holders of allowed
claims and equity interests.  The plan further contemplates the
appointment of a plan administrator who will serve as the chief
executive officer of the Debtors.

On April 8, 2008, GIM Channelview Cogeneration, LLC, emerged as
the winning bidder during an auction.  Consequently, the Debtors
and GIM entered into an GIM asset purchase agreement, wherein GIM
did not provide for the assumption and assignment of the Second
Amended Restated Cash Flow Participation Agreement (CFPA) between
the Debtors and Equistar Chemicals LP.  The purchase price under
the GIM APA was $500 million.  The proceeds of the proposed GIM
APA were sufficient to pay all creditor claims in full and provide
a recovery to interest holders.

The next day, the Court ruled that the Debtors had satisfied the
standards for approval of the sale under Section 363 of the United
States Bankruptcy Code, and that the CFPA was not severable from
the other Equistar agreements to be assumes and assigned under the
GIM APA.  Thus, the Court's ruling regarding the CFPA jeopardized
the Debtors' ability to consummate the sale to GIM.

As the GIM APA did not contemplate the assumption and assignment
of the CFPA, the Debtors and Equistar attempted to reach an
agreement resolving their disputes with respect to the CFPA.  On
April 23, 2008, the Debtors asked the Court to appoint a Chapter
11 trustee but the Court decided to defer its decision on the
Trustee plea and directed the parties to mediate their dispute.
On May 6, 2008, the Court entered an order defering motion of the
Debtors for entry of an order appointing a Chapter 11 trustee.
The parties participated in the court-ordered mediation and
successfully resolved their disputes regarding the sale and the
CFPA.

On June 9, 2008, the Debtors asked the Court to approve the GIM
sale and a stipulation in connection with the sale.  The salient
terms of the stipulation are:

-- Upon closing of the sale, the CFPA will be deemed assume by
    the Debtors, but not assigned to GIM.  The acquired assets
    will be conveyed to GIM free and clear of any liens, claims
    under the CFPA;

-- The project agreements and the letter agreements will be
    assume and assigned under the sale order.

-- At closing, Equistar will receive certain payments and will be
    deemed to have terminated its interest under and waived all
    rights under the CFPA.

--  After closing, all available cash will be paid to Equistar
     and REI in the following ratios:

     a) available cash up to and including $71.7 million will be
        paid 80% to Equistar and 20$ to REI or its designees;

     b) available cash in excess of $71.7 million will be paid 60%
        to Equistar and 405 to REI or its designees;

     c) Any additional funds will be paid 12.5% to Equistar and
        87.5% to REI.

-- All obligations under the secured credit facility will be paid
    in full at closing.  Any obligations arising under the secured
    credit facility post-closing will be paid in full under the
    confirmed plan.

On June 9, 2008, the Court approved sale to GIM.  The closing of
the sale took place on July 1, 2008.

The plan classifies interests against and claims in the Debtors in
five classes.  The classification of interests and claims are:

                 Treatment of Interests and Claims

                   Type                           Estimated
     Class         of Claims         Treatment    Recovery
     -----         ---------         ---------    ---------
     unclassified  administrative                 100%
                    claims

     unclassified  priority                       100%
                    claims

     unclassified  other priority                 100%
                    claims

     1             secured lender    unimpaired   100%
                    claims

     2             other secured     unimpaired   100%
                    claims

     3             general unsecured unimpaired   100%
                    claims

     4             intercompany      impaired     0%
                    claims

     5             equity interests  impaired     unknown

Class 5 holders of interests against the Debtors are entitled to
vote for the plan.

Holders of Class 1 secured lender claims will receive cash from
the sale proceeds to the prepetition agents in an amount necessary
to satisfy the allowed secured claims in full.

Each holders of Class 2 other secured claims will be paid in full
and final satisfaction of the allowed other secured claims
otherwise holders agrees to a different treatment, either:

   -- the collateral secured the allowed secured claims; or

   -- cash in an amount equal to the value of the collateral.

Holders of Class 3 general unsecured claims will receive the full
unpaid amount of the claims plus interest -- except, in accordance
wit the terms of the stipulation, allowed intercompany claims will
be paid without interests -- with respect to the claims from the
Debtors' bankruptcy filing to the plan's effective date, accruing
at the Federal Judgment Rate as of the Debtors' bankruptcy filing.

Class 4 intercompany claims will be canceled and holders will not
receive any distribution under the plan.

Holders of Class 5 equity interest, after the plan's effective
date, will receive all cash and rights, title and interest in any
other assets remaining in the Debtors' estates.  All cash
distributed to holders of equity interest will be subject to and
in accordance with the terms of the stipulation including any
payments required to be made to Equistar.

A full-text copy of the Debtors' Disclosure Statement is available
for free at:

               http://ResearchArchives.com/t/s?31ef

A full-text copy of the Debtors' Joint Chapter 11 Plan of
Liquidation is available for free at:

               http://ResearchArchives.com/t/s?31f0

                 About Reliant Energy Channelview

Based in Houston, Reliant Energy Channelview L.P. owns a power
plant located near Houston, and is an indirect wholly owned
subsidiary of Reliant Energy Inc. -- http://www.reliant.com/--
The company and its three affiliates, Reliant Energy Channelview
(Texas) LLC, Reliant Energy Channelview (Delaware) LLC, and
Reliant Energy Services Channelview LLC filed for chapter 11
protection on Aug. 20, 2007 (Bankr. D. Del. Lead Case No.
07-11160).  Jason M. Madron, Esq., Lee E. Kaufman, Esq., Mark D.
Collins, Esq., Paul Noble Heath, Esq., Richards, Robert J. Stearn
Jr., Esq., at Layton & Finger P.A., and Timothy P. Cairns,
Pachulski Stang Ziehl & Jones represent the Debtors.  The U.S.
Trustee for Region 3 appointed an Official Committee of Unsecured
Creditors in these cases.  David B. Stratton, Esq., and Evelyn J.
Meltzer, Esq., at Pepper Hamiltion LLP, represent the Committee.
When the Debtors filed for protection from their creditors,
they listed total assets of $362,000,000 and total debts of
$342,000,000.


RESERVE MANAGEMENT: Will Make Second Set of Payouts on December 5
-----------------------------------------------------------------
Reserve Management Company Inc. will make the second cash
distribution for the Reserve Primary Fund on or about Dec. 5,
2008.  Reserve Management said that it expects to distribute
approximately $14 billion.

As reported in the Troubled Company Reporter on Oct. 3, 2008,
Reserve Management disclosed that it would liquidate the assets of
the Reserve Primary and distribute $20 billion to the investors in
proportion to the number of shares they held as of
Sept. 15.  The $20 billion to be disbursed on Oct. 13 is 32% of
the Fund's assets at the close of business on Sept. 12.

Daisy Maxey at The Wall Street Journal relates that the amount
Reserve Management distributed to Reserve Primary Fund
shareholders in October 2008 was $26 billion.

Reserve Management said that if it is able to sell additional
securities at amortized cost (without a loss) between now and the
distribution date, those proceeds will be included in the
distribution.  On a positive note, over the past few weeks the
market for certain fund securities has improved, enabling the fund
to sell about $5 billion in securities at a profit, rather than
waiting for them to mature.

On Nov. 21, 2008, Reserve Management disclosed changes to the
checking, debit card, and Automated Clearing House (ACH) services
for investors of the Reserve Primary and U.S. Government Funds.
In preparation for the final reconciliations and liquidations of
the Funds, Reserve Management said it would suspend checking,
debit card, and ACH transactions.  Checks received on or before
Nov. 28, 2008, will be honored.  Checks received after that date
won't be processed.  Debit cards will be cancelled as of Nov. 24,
2008.  Outstanding authorized debit card transactions made before
Nov. 24 will be processed.  ACH transactions will be honored until
Nov. 28, 2008.

Reserve Management said that any ACH Automatic Transfer Plans
previously established with The Reserve will be cancelled.  The
modifications to the service transactions are being made to
proceed to the next step of the liquidation process.

The total allowable for checking, debit card and ACH transactions
for each account remains the lesser of $10,000 or 90% of the Sept.
15, 2008, pre-distribution account balance.  For each account, no
more than 90% of the pre-distribution balance may be distributed,
either through the liquidation process or service transactions in
aggregate.

WSJ reports that the Treasury Department said on Monday that it
will extend its temporary guarantee program for money-market funds
until April 30, 2009, from Dec. 18, 2008, to support ongoing
stability in this market.  The report says that the program was
created to provide coverage to shareholders up to the amounts they
held in participating money funds as of the close of business on
Sept. 19, 2008.

                     *     *     *

As reported in the Troubled Company Reporter on Sept. 25, 2008,
Moody's Investors Service downgraded and left on review for
further downgrade 10 money market and bond funds managed by
Reserve Management Company, Inc., including The Reserve Primary
Fund's Caa rating.


RFC CDO I: S&P Affirms 'BB+' Rating on Class E Notes
----------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
C notes issued by RFC CDO I Ltd., a static cash flow arbitrage
collateralized debt obligation of asset-backed securities (CDO of
ABS) transaction, to 'AA-' from 'A+'.  At the same time, S&P
affirmed its ratings on the class A, B-1, B-2, D, and E notes.

The raised rating reflects an increase in the level of
overcollateralization available to support the notes since S&P
last upgraded the transaction in October 2007.  Since that time,
the transaction has paid down approximately $53.56 million to the
class A notes.  In addition, due to a "turbo" feature in the
waterfall that redirects excess spread to pay down the subordinate
notes, the transaction has paid down the class D notes by
approximately $0.93 million since the last upgrade.

Standard & Poor's also noted improvements in the transaction's O/C
ratios.  As of the most recent trustee report, dated Oct. 31,
2008, the class A and B O/C ratio was approximately 147.52%,
compared with a trigger of 111.05% and up from a ratio of 131.15%
as of the August 2007 trustee report; the class C O/C ratio was
126.54%, compared with a trigger of 105.84% and up from a ratio of
118.47% as of the August 2007 trustee report; and the class D O/C
ratio was 118.62%, compared with a trigger of 103.20% and up from
a ratio of 112.73% as of the August 2007 trustee report.

                          Rating Raised

                          RFC CDO I Ltd.

                   Rating
                   ------
     Class      To        From       Current balance (million)
     -----      --        ----       -------------------------
     C          AA-       A+                           $16.200

                         Ratings Affirmed

                          RFC CDO I Ltd.

     Class      Rating               Current balance (million)
     -----      ------               -------------------------
     A          AAA                                    $73.220
     B-1        AAA                                    $22.500
     B-2        AAA                                     $2.000
     D          A                                       $7.603
     E          BB+                                     $9.450


     Transaction Information
     -----------------------
     Issuer:              RFC CDO I Ltd.
     Co-issuer:           RFC CDO I Corp.
     Current manager:     Residential Funding Corp.
     Underwriter:         Deutsche Bank Securities Inc.
     Trustee:             Wells Fargo Bank N.A.
     Transaction Type:    CDO of ABS


     Asset Exposure          Percentage*
     --------------          -----------
     CDO                          3.49%
     RMBS                        90.46%
     CMBS                         6.05%

     * Based on the Oct. 31, 2008, trustee report.


RMF FOUR SEASONS: Fitch Downgrades Ratings on Three Note Classes
----------------------------------------------------------------
Fitch Ratings has downgraded three classes from RMF Four Seasons
CFO Ltd.:

  -- EUR 18,800,000 class M1 downgraded to 'A' from 'AA', remains
     on Rating Watch Negative;

  -- EUR 11,750,000 class M2 downgraded to 'BBB' from 'A', remains
     on Rating Watch Negative;

  -- EUR 16,450,000 class M3 downgraded to 'B' from 'BBB', remains
     on Rating Watch Negative.

Additionally, Fitch has affirmed one class:

  -- EUR 23,500,000 class S at 'AA', remains on Rating Watch
     Negative.

These rating actions reflect the fund's performance as of the end
of September 2008 based upon updated Fitch cash flow analysis
along with expectations of further stress in the coming months for
the hedge fund sector.  All classes remain on Rating Watch
Negative given the current performance volatility expected
throughout the remainder of the year.

The transaction has paid down the senior credit facility by
approximately EUR 90 million through redemptions in the master RMF
Fund of funds.  However, to the extent that the credit facility
amount is increased, net asset values decline by more than
expected, or the transaction breaches its Overleverage test, the
ratings could be further downgraded.

Fitch is still reassessing its approach for analyzing hedge fund
collateralized fund obligations given the recent market
environment and in consideration of higher observed market
volatility, reduced liquidity, and limited transparency in
underlying hedge funds.


ROUGE INDUSTRIES: Plan Filing Period Extended to December 19, 2008
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Rouge Industries Inc. and its debtor-affiliates' exclusive period
to:

  a) file a plan until Dec. 19, 2008; and

  b) solicit acceptances of said plan until Jan. 16, 2009.

The Debtors told the Court that it intends to use the additional
time to, among others, attempt to resolve the objections of the
United Automobile Aerospace and Agricultural Implement Workers of
America and its Local 600 -- the UAW -- to the Settlement
Agreement between the Pension Benefit Guaranty Corp. and the
Debtors, and to finalize and file a liquidating Chapter 11 plan.

On Nov. 12, 2008, the Debtors withdrew, without prejudice, their
Motion for Approval of Settlement Agreement with the PBGC filed
with the Court on March 12, 2008.  No other details were provided.

                      About Rouge Industries

Based in Dearborn, Michigan, Rouge Industries, Inc., is an
integrated producer of flat-rolled steel.  Rouge Industries,
together with Rouge Steel Company, QS Steel Inc., and Eveleth
Taconite Company, filed for chapter 11 protection on Oct. 23, 2003
(Bankr. D. Del. Case No. 03-13272 through 03-13275).

Adam G. Landis, Esq., Kerri K. Mumford, Esq., Rebecca L. Butcher,
Esq., at Landis, Rath & Cobb, LLP, Alicia Beth Davis, Esq., Daniel
B. Butz, Esq., Donna L. Culver, Esq., Donna L. Harris, Esq., Eric
D. Schwartz, Esq., Gregory Thomas Donilon, Esq., Gregory W.
Werkheiser, Esq., Robert J. Dehney, Esq., Thomas F. Driscoll,
Esq., William H. Sudell, Jr., at Morris, Nichols, Arsht & Tunnell
LLP, and Joanna Flynn, Esq., at Akin Gump Strauss Hauer & Feld
LLP, represent the Debtors.  The U.S. Trustee for Region 3
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  Gaston Plantiff Loomis, II, Esq., Kurt F. Gwynne,
Esq., Richard Allen Keuler, Jr., Esq., at Reed Smith LLP, and
Thomas Joseph Francella, Jr., Esq., at Whiteford Taylor Preston
LLC, serve as counsel to the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.


SEA CONTAINERS: Files Third Amended Plan Amid Objections
--------------------------------------------------------
Bankruptcy Law360 reports that Sea Containers Ltd. filed its third
amended Chapter 11 plan of reorganization to address concerns
raised by the United States Trustee.

A hearing to consider confirmation of the Plan was scheduled for
Nov. 24, 2008.

The Debtors filed a joint plan and disclosure statement on
July 31, 2008.  Amendments to the Plan documents were filed on
Sept. 16 and 22.  The Court approved the Second Amended Disclosure
Statement on Sept. 22.

Sea Containers Bankruptcy News reports that Roberta A. DeAngelis,
acting United States Trustee for Region 3, argued that except to
the extent that the Debtors can demonstrate that a proposed
releasee satisfies the applicable case law standards for
obtaining a release from either of the Debtors or third parties,
no Debtor releasee is entitled to a release from either of the
Debtors or third parties as provided in Sea Containers' Second
Amended Joint Plan of Reorganization.  Ms. DeAngelis pointed out
that the class of the Debtors' proposed releasees is excessively
overbroad, and includes each of the Debtors' over 100
international subsidiaries as well as their directors, officers,
and other professional persons.

"The Plan contains provisions that rewrite one or more provisions
of the Bankruptcy Code, including provisions which tend to
deprive parties of due process with respect to claims
objections," Ms. DeAngelis argued.  "The various provisions at
issue render the Plan is not confirmable as . . . they do not
comply with the applicable provisions of the Bankruptcy Code,"
she adds.

The proposal to enjoin unknown entities without due process from
their claims against non-debtors is inappropriate, is not in good
faith and should be denied, Ms. DeAngelis further argued.

Sea Containers Bankruptcy News also reports that the Official
Committee of Unsecured Creditors of Sea Containers Services
Limited, the Trustees of the Sea Containers 1983 Pension Scheme
and the Trustees of the Sea Containers 1990 Pension Scheme
filed a joint response to the Debtors' Second Amended Joint Plan
of Reorganization.

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, said that pursuant to the Court's order approving
solicitation procedures, the Debtors were required to "[f]ile a
complete version of the Plan Supplement no later than 15 days
prior to the Voting Deadline."  He noted that on October 24,
2008, the Debtors filed certain documents comprising only a
portion of the Plan Supplement -- a number of the critical Plan
Supplement documents either were not filed or were filed in draft
form subject to further negotiation and revision.

He added that certain of the Filed Documents, which purportedly
were in final form, contain errors, some of which contradict
certain terms and provisions in the Plan, that require correction.

Accordingly, at this time, the SCSL Committee and the Schemes do
not know whether or not the Plan will be internally consistent,
coherent, consistent with the Pension Schemes Settlement
Agreement, feasible or otherwise satisfy the confirmation
standards, Mr. Stratton said.

The SCSL Committee and the Schemes clarified that they do not
object to the Debtors' failure to finalize the Plan Supplement in
accordance with the provisions of the Solicitation Procedures.
Rather, they seek to ensure that they have the opportunity to
review the final forms of the documents, so that they can
determine whether or not it would be appropriate to object to the
Plan.

In addition, certain unresolved issues exist that will bear on
the Schemes' decision regarding whether to vote to accept or
reject the Plan, Mr. Stratton said.  He noted that the Debtors
have informed the SCSL Committee and the Schemes that a number of
revisions have been made to the Plan, and that the Debtors intend
to file a Third Amended Joint Plan of Reorganization
incorporating certain of those changes.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.  Sea
Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

(Sea Containers Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SECURITIZED ASSET: Moody's Downgrades Ratings on 17 Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 17
tranches from 5 subprime RMBS transactions issued by SABR.
Additionally, six ratings were confirmed after previously being on
review for possible downgrade.  The collateral backing these
transactions consists primarily of first-lien, fixed and
adjustable-rate, subprime residential mortgage loans.

These actions follow and are as a result of Moody's September 18,
2008 announcement that it had updated its loss projections on
first-lien subprime RMBS.

Complete rating actions are:

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-HE1

  -- Cl. A-1, Downgraded to Ba1 from Aa2
  -- Cl. A-2A, Confirmed at Aaa
  -- Cl. A-2B, Downgraded to Aa2 from Aaa
  -- Cl. A-2C, Downgraded to B2 from Aa2
  -- Cl. A-2D, Downgraded to B3 from A1

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-HE2

  -- Cl. A-1, Downgraded to Baa2 from Aaa
  -- Cl. A-2A, Confirmed at Aaa
  -- Cl. A-2B, Confirmed at Aaa
  -- Cl. A-2C, Downgraded to Ba2 from Aaa
  -- Cl. A-2D, Downgraded to Ba3 from Aa2

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-NC3

  -- Cl. A-1, Downgraded to Ba3 from Aa2
  -- Cl. A-2A, Confirmed at Aaa
  -- Cl. A-2B, Downgraded to B2 from Aa2
  -- Cl. A-2C, Downgraded to B3 from A1

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-WM1

  -- Cl. A-1A, Confirmed at Aaa
  -- Cl. A-1B, Downgraded to Aa1 from Aaa
  -- Cl. A-2B, Confirmed at Aaa
  -- Cl. A-2C, Downgraded to Baa2 from Aaa

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-WM2

  -- Cl. A-1, Downgraded to B3 from Baa2
  -- Cl. A-2A, Downgraded to B2 from Baa3
  -- Cl. A-2B, Downgraded to Caa2 from Aa3
  -- Cl. A-2C, Downgraded to Caa3 from Baa3
  -- Cl. A-2D, Downgraded to Ca from Ba2


SEQUOIA 2007: Moody's Cuts 22 Tranches' Ratings From 3 Jumbo Deals
------------------------------------------------------------------
Moody's Investors Service has downgraded 22 tranches and confirmed
two tranches from three Jumbo transactions issued by Sequoia in
2007.

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

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

Complete rating actions are:

Issuer: Sequoia Mortgage Trust 2007-2, Mortgage Pass-Through
Certificates, Series 2007-2

  -- Cl. 1-A1, Downgraded to A3 from Aaa
  -- Cl. 1-A2, Downgraded to Aa1 from Aaa
  -- Cl. 1-XA, Downgraded to Aa1 from Aaa
  -- Cl. 1-B1, Downgraded to Baa2 from Aa2
  -- Cl. 1-XB, Downgraded to Baa2 from A2
  -- Cl. 1-B2, Downgraded to Ba3 from A2

Issuer: Sequoia Mortgage Trust 2007-3, Mortgage Pass-Through
Certificates, Series 2007-3

  -- Cl. 1-A1, Confirmed at Aaa
  -- Cl. 1-A2, Downgraded to A2 from Aaa
  -- Cl. 1-XA, Confirmed at Aaa
  -- Cl. 1-B1, Downgraded to Ba2 from Aa2
  -- Cl. 1-XB, Downgraded to Ba2 from A2
  -- Cl. 1-B2, Downgraded to B3 from A2
  -- Cl. 1-B3, Downgraded to Caa2 from Baa2

Issuer: Sequoia Mortgage Trust 2007-4, Mortgage Pass-Through
Certificates, Series 2007-4

  -- Cl. 1-A1, Downgraded to Aa1 from Aaa
  -- Cl. 1-A2, Downgraded to B3 from Aaa
  -- Cl. 1-XA, Downgraded to Aa1 from Aaa
  -- Cl. 2-A1, Downgraded to A1 from Aaa
  -- Cl. 2-A2, Downgraded to B3 from Aaa
  -- Cl. 3-A1, Downgraded to A1 from Aaa
  -- Cl. 3-A2, Downgraded to B3 from Aaa
  -- Cl. 4-A1, Downgraded to Aa2 from Aaa
  -- Cl. 4-A2, Downgraded to B2 from Aaa
  -- Cl. 5-A1, Downgraded to Aa3 from Aaa
  -- Cl. 5-A2, Downgraded to B3 from Aaa

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

The second step is to determine losses for the remaining life of
the deal, following the projection period.  Depending on a deal's
performance, including delinquency, default, and prepayment rates,
as well as collateral characteristics, such as loan type (fixed or
adjustable), or loan-to-value ratios and geographic concentrations
of remaining current loans, Moody's assumes varying degrees of
slowing in the loss rate (which is measured by loss-to-
liquidation) for the remaining life of the deal.  Typical degrees
of slowing in loss rate after late 2009 range from no slowing at
all to 40% slowing.  To take an example, a deal with very poor
early performance due to relatively high loan-to-value ratios and
dropping regional home values would be expected to see markedly
high delinquency and loss rates for the next year.  But the high
rate of losses may be expected to slow afterwards, as economic
factors and real estate values begin to stabilize, and a slowing
of 20-40% may be used in the projection.

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

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


SHEARIN FAMILY: Court Appoints 8-Member Creditors Panel
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina appointed 8 creditors to serve on the Official Committee
of Unsecured Creditors in Shearin Family Investments, LLC's
Chapter 11 case.

The Creditors Committee members are:

     a) Centurion Construction Company, Inc.
        c/o Anderson Jones, PLLC
        P.O. Box 20248
        Raleigh, NC 276129
        Tel: (919) 277-2541

     b) John Woodhouse
        John Kemeny
        100 Greenway Overlook
        Cary, NC 27511
        Tel: (919) 868-7487

     c) T. Stewart Gibson
        609 Chad Drive
        Rocky Mount, NC 27803
        Tel: (252) 977-0700

     d) Robert E. Morgan
        Robert D. Parrott
        c/o Christian Porter
        1698 E. Arlington Blvd.
        Greenville, NC 27858
        Tel: (252) 321-2020

     e) James O. Bond
        Connie M. Bond
        c/o Christian Porter
        1698 E. Arlington Blvd.
        Greenville, NC 27858

     f) Uptown Properties, LLC
        c/o Christian Porter
        1698 E. Arlington Blvd.
        Greenville, NC 27858
        Tel: (252) 321-2020

     g) Greenville R & R Properties, LLC
        c/o Christian Porter
        1698 E. Arlington Blvd.
        Greenville, NC 27858
        Tel: (252) 321-2020

     h) Steven N. Broughton Rentals, LLC
        c/o Christian Porter
        1698 E. Arlington Blvd.
        Greenville, NC 27858
        Tel: (252) 321-2020

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  They may investigate the Debtor's business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

Based in Rocky Mount, North Carolina, Shearin Family Investments,
LLC owns and operates a condominium resort in Carteret County, in
North Carolina.  The company filed for Chapter 11 relief on
Oct. 13, 2008 (Bankr. E.D. N.C. Case No. 08-07082).  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. represents the Debtor
as counsel.  When the Debtor filed for protection from its
creditors, it listed assets of $46,327,546 and debts of
$49,260,007.


SHEARIN FAMILY: Court Approves Post-Petition Financing with RBC
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina approved Shearin Family Investments, LLC's Post-Petition
Financing Arrangement with RBC Real Estate Finance Inc., pending a
final hearing, for the purpose of completing some or all of its
waterfront, high-rise condominium project in Indian Beach,
Carteret County, North Carolina known as The Nautical Club.

The Debtor told the Court that it is unable to obtain unsecured
credit allowable as an administrative expense.

Pursuant to the Financing Arrangement, RBC agrees to lend to the
Debtor, these additional amounts:

  a) $332,428 with respect to the September Draw under the
     Building Contract;

  b) the amounts as may be necessary to pay for the Project's
     utility and insurance costs for the duration of the Debtor's
     case; and

  c) and such amounts as RBC may approve in its sole discretion
     for payments to Centurion Construction Co. under the Building
     Contract and Site Work Contract.

In addition, RBC has agreed to lend to the Debtor, subject to 72
hours advance notice to all creditors:

  a) advances for other improvements to the property owned by the
     Debtor and securing RBC;

  b) Payment of retainage owed under the various contract; and

  c) Any other Contract involving the Project.

The Debtor owes RBC Real Estate Finance, through a loan
participation agreement with other lenders, relating to financing
for the Project, approximately $29,978,053 in principal, interest,
and late fees, secured by a Deed of Trust on the Project property
inn the aggregate amount of $32,300,000.

The terms of RBC's proposed post-petition financing, including
interest rate, maturity, and events of default, shall be the same
terms as found in the Promissory Note from the Debtor to RBC dated
Oct. 9, 2007, in the original principal amount of $12,400,000.

Based in Rocky Mount, North Carolina, Shearin Family Investments,
LLC owns and operates a condominium resort in Carteret County, in
North Carolina.  The company filed for Chapter 11 relief on
Oct. 13, 2008 (Bankr. E.D. N.C. Case No. 08-07082).  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. represents the Debtor
as counsel.  When the Debtor filed for protection from its
creditors, it listed assets of $46,327,546 and debts of
$49,260,007.


SIX FLAGS: Receives Listing Non-Compliance Notice from NYSE
-----------------------------------------------------------
Six Flags, Inc., received notification from the New York Stock
Exchange that the company is not in compliance with the continued
listing standards of the NYSE because the thirty-day average
market capitalization of the company's common stock has been less
than $75 million and, at the same time, the company's
stockholders' equity on its consolidated balance sheet has been
less than
$75 million.

Under applicable NYSE rules, the company must respond to the NYSE
within forty-five days from the receipt of the NYSE's notification
with a plan that demonstrates the company's ability to achieve
compliance with the continued listing standards within eighteen
months from the receipt of the NYSE's notification.  The company
intends to consider all available alternatives to achieve
compliance and intends to timely submit a plan to the NYSE that
demonstrates the company's ability to achieve compliance.  Subject
to the NYSE's acceptance of the company's plan and the company's
compliance with the NYSE's other continued listing standards, the
company's common stock will remain listed on the NYSE during the
eighteen-month period.  Failure to be listed on the NYSE does not
constitute a default under any of the company's debt instruments.

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional
theme park company with 21 parks across the United States, Mexico
and Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

                            *     *     *

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Fitch Ratings has placed these ratings for Six Flags, Inc. on
rating watch negative: (i) issuer default rating at 'CCC'; (ii)
senior unsecured notes (including the 4.5% convertible notes)
at 'CC/RR6'; and (iii) preferred stock at 'C/RR6'.


SIX FLAGS: September 30 Balance Sheet Upside-Down by $200MM
-----------------------------------------------------------
Six Flags, Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $2.9 billion and total liabilities of $3.1 billion,
resulting in stockholders' deficit of roughly $200 million.

Six Flags disclosed its operating results for the third quarter
and nine months ended Sept. 30, 2008.

Total revenues of $489.3 million increased 5% over the prior-year
quarter, while total attendance increased 0.2 million.

The company's net income from continuing operations improved by
$54.4 million to $144.3 million from $89.9 million in the prior-
year quarter.  The income growth reflects revenues growth of
$25.1 million and $2.8 million in reduced operating costs and
expenses, which decreased from $283.3 million in the prior-year
third quarter to $280.5 million for the current-year quarter
reflecting planned reductions in marketing expenses, which were
partially offset by increased utilities, general liability
expenses, and loss on fixed assets.  Also included in the change
in net income from continuing operations for the third quarter
were prior-year expenses associated with the settlement of a
California labor class action lawsuit and reduced minority
interest in earnings of $5.2 million reflecting the company's
purchase of its partner's interest in Six Flags Discovery Kingdom
in July of last year.

For the nine months ended Sept. 30, 2008, total revenues increased
$44.8 million, or 5%, to $903.2 million from $858.5 million in the
prior-year period.

Total revenue per capita for the first nine months increased
$1.69, or 4%, to $40.62 from $38.93 in the prior-year period,
reflecting increased per capita guest spending and sponsorship,
licensing and other fees. Increased per capita guest spending of
$0.96, or 3%, to $38.58 from $37.62 in the prior-year period was
driven by increased rentals, admissions, food and beverages,
parking and retail revenues.  Sponsorship, licensing and other
fees increased $16.4 million, or 57%, to $45.2 million.

                         Cash and Liquidity

As of Sept. 30, 2008, the company had $34.3 million in
unrestricted cash and $246.2 million available (after reduction
for outstanding letters of credit of approximately $28.8 million)
on its $275 million revolving credit facility, a portion of which
we use to fund our off-season expenditures.

A full text copy of the company's 10-Q filing is available for
free at http://ResearchArchives.com/t/s?3524

                      About Six Flags Inc.

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional
theme park company with 21 parks across the United States, Mexico
and Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

                            *     *     *

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Fitch Ratings has placed these ratings for Six Flags, Inc. on
rating watch negative: (i) issuer default rating at 'CCC'; (ii)
senior unsecured notes (including the 4.5% convertible notes)
at 'CC/RR6'; and (iii) preferred stock at 'C/RR6'.


SPRINT NEXTEL: John Garcia to Step Down as CDMA Business Chief
--------------------------------------------------------------
John Garcia will leave Sprint Nextel Corp. as the company's chief
of the CDMA business, one of the company's main business units,
Amol Sharma at The Wall Street Journal reports, citing a company
spokesperson.

WSJ relates that the CDMA business control's 70% of Sprint
Nextel's customer base.  According to the report, the
circumstances of Mr. Garcia's departure weren't clear.

Mr. Garcia, says WSJ, was previously senior vice president of
Sprint Nextel's product development, supervising new devices.  He
was also president of Pivot -- Sprint Nextel's joint venture with
several major cable operators that ran into "bureaucratic and
marketing challenges" and was stopped earlier this year, according
to the report.

WSJ states that Sprint Nextel has appointed the president of
strategy and corporate development, Keith Cowan, as an interim
replacement for Mr. Garcia.

Sprint Nextel's user base continues to decline, and executives are
concerned that the economic slowdown could affect earnings if more
clients fail to pay their bills, WSJ relates.  According to WSJ,
Sprint Nextel sought to address concerns about its liquidity by
renegotiating key credit agreements.

As reported in the Troubled Company Reporter on Nov. 12, 2008,
Sprint Nextel amended the terms of its credit agreement originally
entered into on Dec. 19, 2005.  The amended credit agreement
provides a $4.5 billion revolving credit facility, replacing the
$6 billion revolving credit facility.  The company also paid down
$1.0 billion of the outstanding loan amount under the amended
credit agreement.  Sprint Nextel simultaneously amended its
$750 million credit agreement with Export Development Canada,
originally entered into on March 23, 2007, to incorporate the same
covenant changes.

Sprint Nextel Corp. -- http://www.sprint.com/-- offers a
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

                          *     *     *

The Troubled Company Reporter reported on Aug. 13, 2008, that DBRS
assigned the Sprint Nextel Corporation proposed issuance of
$3.0 billion of Cumulative Perpetual Convertible Preferred Shares
a rating of BB.  The trend is negative.


STEVE & BARRY'S: Workers File Class Action Pursuant to WARN Act
---------------------------------------------------------------
Steve & Barry's Bankruptcy News reports that Michael Guippone and
other former employees of BH S&B Holdings LLC, BHY S&B
Intermediate Holdco LLC, Bay Harbour Management LC, and York
Capital Management, filed a class action against BH S&B, et al.,
for alleged termination without cause.

According to the report, Jack Raisner, Esq., at Outen & Golden,
LLP, in New York, relates that Mr. Guippone and the other
employees, who were terminated as part of a mass layoff on
November 17, 2008, were not provided 60 days advance written
notice of their termination, as required by the Worker Adjustment
and Retraining Notification Act.  Mr. Guippone and the other
complainants seek to recover 60 days wage benefits pursuant from
BH S&B.  The action is pending in the United States Bankruptcy
Court for the Southern District of New York.

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

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

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

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

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

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

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

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

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


STRUCTURED ASSET: Moody's Downgrades Ratings on 86 Tranches
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 86
tranches from 19 transactions issued by Structured Asset Mortgage
Investments Trust.  Additionally, 2 senior tranches were confirmed
at Aaa.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, Alt-A and
Option Arm mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.
Certain tranches were confirmed due to additional enhancement
provided by structural features.

Moody's Investors Service has also published the underlying
ratings on two insured notes as identified below, and has taken
actions on certain tranches accordingly.  The underlying ratings
reflect the intrinsic credit quality of the notes in the absence
of the guarantee.  The ratings on securities that are guaranteed
or "wrapped" by a financial guarantor is the higher of a) the
rating of the guarantor or b) the published underlying rating.
The current ratings on the below notes are consistent with Moody's
practice of rating insured securities at the higher of the
guarantor's insurance financial strength rating and any underlying
rating that is public.

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

Complete rating actions are:

Issuer: Structured Asset Mortgage Investments II Trust 2003-AR4

  -- Cl. M, Downgraded to Aa1 from Aaa
  -- Cl. B-1, Downgraded to A1 from Aa2
  -- Cl. B-2, Downgraded to Baa3 from A2
  -- Cl. B-3, Downgraded to Caa2 from Baa2
  -- Cl. B-4, Downgraded to Ca from Ba2
  -- Cl. B-5, Downgraded to C from B2

Issuer: Structured Asset Mortgage Investments II Trust 2004-AR1

  -- Cl. M, Downgraded to Aa2 from Aaa
  -- Cl. B-1, Downgraded to A3 from Aa2
  -- Cl. B-2, Downgraded to Ba3 from A2
  -- Cl. B-3, Downgraded to Ca from Baa2
  -- Cl. B-4, Downgraded to C from Ba2
  -- Cl. B-5, Downgraded to C from B2

Issuer: Structured Asset Mortgage Investments II Trust 2004-AR2

  -- Cl. M, Downgraded to Aa1 from Aaa
  -- Cl. B-1, Downgraded to A1 from Aa2
  -- Cl. B-2, Downgraded to Baa3 from A2
  -- Cl. B-3, Downgraded to Ca from Baa2
  -- Cl. B-4, Downgraded to C from Ba2
  -- Cl. B-5, Downgraded to C from B2

Issuer: Structured Asset Mortgage Investments II Trust 2004-AR3

  -- Cl. M, Downgraded to Aa1 from Aaa
  -- Cl. B-1, Downgraded to A1 from Aa2
  -- Cl. B-2, Downgraded to Baa3 from A2
  -- Cl. B-3, Downgraded to Caa3 from Baa2
  -- Cl. B-4, Downgraded to Ca from Ba2
  -- Cl. B-5, Downgraded to C from B2

Issuer: Structured Asset Mortgage Investments II Trust 2004-AR4

  -- Cl. B-1, Downgraded to Aa3 from Aa2
  -- Cl. B-2, Downgraded to Baa1 from A2
  -- Cl. B-3, Downgraded to B3 from Baa2
  -- Cl. B-4, Downgraded to Ca from Ba2
  -- Cl. B-5, Downgraded to C from B2

Issuer: Structured Asset Mortgage Investments II Trust 2004-AR5

  -- Cl. II-A-1, Downgraded to A1 from Aaa
  -- Cl. II-A-2, Downgraded to A1 from Aaa
  -- Cl. II-A-3, Downgraded to A1 from Aaa

Issuer: Structured Asset Mortgage Investments II Trust 2004-AR6

  -- Cl. B-4, Downgraded to B2 from Ba2
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Structured Asset Mortgage Investments II Trust 2004-AR7

  -- Cl. M, Downgraded to Aa1 from Aaa
  -- Cl. B-1, Downgraded to A1 from Aa2
  -- Cl. B-2, Downgraded to Baa3 from A2
  -- Cl. B-3, Downgraded to Ca from Baa2

Issuer: Structured Asset Mortgage Investments II Trust 2004-AR8

  -- Cl. B-1, Downgraded to Aa3 from Aa2
  -- Cl. B-2, Downgraded to Baa1 from A2
  -- Cl. B-3, Downgraded to B3 from Baa2
  -- Cl. B-4, Downgraded to Ca from Ba2
  -- Cl. B-5, Downgraded to C from B2

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR1

  -- Cl. B-1, Downgraded to Aa3 from Aa2
  -- Cl. B-2, Downgraded to Baa2 from A2
  -- Cl. B-3, Downgraded to Ca from Baa2
  -- Cl. B-4, Downgraded to Ca from Ba2
  -- Cl. B-5, Downgraded to C from B2

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR5

  -- Cl. B-4, Downgraded to B2 from Ba2
  -- Cl. B-5, Downgraded to Ca from Caa3

Issuer: Structured Asset Mortgage Investments Trust 2001-4

  -- Cl. A-1, Downgraded to A1 from Aa2

  -- Financial Guarantor: MBIA Insurance Corporation (Currently
     Baa1)

  -- Underlying Rating: A1

  -- Cl. A-2, Downgraded to Aa3 from Aa2

  -- Financial Guarantor: MBIA Insurance Corporation (Currently
     Baa1)

  -- Underlying Rating: Aa3

  -- Cl. B-1, Downgraded to Baa1 from A3

  -- Cl. B-2, Downgraded to Caa3 from Ba3

  -- Cl. B-3, Downgraded to C from Caa3

Issuer: Structured Asset Mortgage Investments Trust 2002-AR2

  -- Cl. B-1, Downgraded to A2 from Aa2
  -- Cl. B-2, Downgraded to Ba3 from A2
  -- Cl. B-3, Downgraded to Ca from Baa2
  -- Cl. B-4, Downgraded to C from Ba2
  -- Cl. B-5, Downgraded to C from B2

Issuer: Structured Asset Mortgage Investments Trust 2002-AR3

  -- Cl. A-2, Downgraded to Aa3 from Aaa
  -- Cl. B-1, Downgraded to Baa1 from Aa2
  -- Cl. B-2, Downgraded to Caa2 from A2
  -- Cl. B-3, Downgraded to C from Baa2

Issuer: Structured Asset Mortgage Investments Trust 2002-AR4

  -- Cl. A-2, Downgraded to A1 from Aaa
  -- Cl. B-1, Downgraded to Baa2 from Aa2
  -- Cl. B-2, Downgraded to B3 from A2
  -- Cl. B-3, Downgraded to Ca from Baa2
  -- Cl. B-4, Downgraded to C from Ba2
  -- Cl. B-5, Downgraded to C from B2

Issuer: Structured Asset Mortgage Investments Trust 2002-AR5

  -- Cl. A-1, Confirmed at Aaa
  -- Cl. A-2, Downgraded to A1 from Aaa
  -- Cl. X, Confirmed at Aaa

Issuer: Structured Asset Mortgage Investments Trust 2003-AR1

  -- Cl. M, Downgraded to Aa2 from Aaa
  -- Cl. B-1, Downgraded to A3 from Aa2
  -- Cl. B-2, Downgraded to Ba3 from A2
  -- Cl. B-3, Downgraded to Ca from Baa2
  -- Cl. B-4, Downgraded to Ca from Ba2
  -- Cl. B-5, Downgraded to C from B2

Issuer: Structured Asset Mortgage Investments Trust 2003-AR2

  -- Cl. M, Downgraded to Aa3 from Aaa
  -- Cl. B-1, Downgraded to A3 from Aa2
  -- Cl. B-2, Downgraded to Ba2 from A2
  -- Cl. B-3, Downgraded to Ca from Baa2
  -- Cl. B-4, Downgraded to Ca from Ba2
  -- Cl. B-5, Downgraded to C from B2

Issuer: Structured Asset Mortgage Investments Trust 2003-CL1

  -- Cl. I-B3, Downgraded to Ba2 from Baa2
  -- Cl. I-B4, Downgraded to Ca from Ba2
  -- Cl. I-B5, Downgraded to C from B2


SUPERIOR OFFSHORE: Files Liquidation Plan with Creditors Panel
--------------------------------------------------------------
Bankruptcy Law360 reports that Superior Offshore International
Inc. and its unsecured creditors committee jointly filed a Chapter
11 liquidation plan on November 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.


SYNCORA GUARANTEE: Rating Actions Cues S&P's Cuts on 4 ABS Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
U.S. asset-backed securities classes following recent rating
actions on Syncora Guarantee Inc., the bond insurer for these
classes.  S&P revised the CreditWatch implications of three of the
lowered ratings to developing from negative, and the other rating
remains on CreditWatch negative.

Standard & Poor's lowered its financial strength rating on
monoline insurer Syncora to 'B' from 'BBB-' on Nov. 18, 2008, and
revised the CreditWatch implications to developing from negative.

The ABS rating actions affected three classes from two rental car
securitizations and one class from a single-issue synthetic
securitization.

       Rating Lowered and Remaining on CreditWatch Negative

                       AESOP Funding II LLC
                           Series 2003-4

                              Rating
                              ------
              Class     To              From
              -----     --              ----
              A-4       B+/Watch Neg    BBB-/Watch Neg

      Ratings Lowered and CreditWatch Implications Revised

                     Rental Car Finance Corp.
                           Series 2005-1

                              Rating
                              ------
              Class     To              From
              -----     --              ----
              A-1       B/Watch Dev     BBB-/Watch Neg
              A-2       B/Watch Dev     BBB-/Watch Neg

                       Bank of New York SPE
         $25 million Insured Custody Receipts Related to
          Class A-1B Floating Rate Notes, due June 2032
      Issued By Oceanview CBO I Ltd. and Oceanview CBO I Inc.

                              Rating
                              ------
              Class     To              From
              -----     --              ----
              A-1B      B/Watch Dev      BBB-/Watch Neg


TED SHELTON: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ted Shelton & Associates, LLC
        311 Robertson Boulevard, Suite 285
        Beverly Hills, CA 90210
        310 474-9111

Case No.: 08-30002

Petition Date: November 21, 2008

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: William H Brownstein
                  1250 Sixth St Ste 205
                  Santa Monica, CA 90401
                  Tel: 310-458-0048
                  Fax: 310-576-3581
                  Email: Brownsteinlaw.bill@gmail.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/cacb08-30002.pdf


THOMAS STORNELLI: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: Thomas Richard Stornelli
         Lynn Marie Stornelli
         8133 E. Via De Luna Dr.
         Scottsdale, AZ 85255

Case No.: 08-16828

Petition Date: November 21, 2008

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtors' Counsel: LAWRENCE D. HIRSCH
                  DeCONCINI McDONALD YETWIN & LACY, PC
                  7310 N 16TH ST #330
                  PHOENIX, AZ 85020
                  Tel: 602-282-0472
                  Fax: 602-282-0520
                  Email: lhirsch@dmylphx.com

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

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

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

         http://bankrupt.com/misc/azb08-16828.pdf


THORNBURG MORTGAGE: Moody's Downgrades Ratings on 50 Tranches
-------------------------------------------------------------
Moody's Investors Service has downgraded 50 tranches and confirmed
15 tranches from 10 Jumbo transactions issued by Thornburg in 2006
and 2007.

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

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

Complete rating actions are:

Issuer: Thornburg Mortgage Securities Trust 2006-1

  -- Cl. A-1, Downgraded to Aa2 from Aaa
  -- Cl. A-2, Downgraded to Aa2 from Aaa
  -- Cl. A-3, Downgraded to Aa2 from Aaa
  -- Cl. A-X, Downgraded to Aa2 from Aaa

Issuer: Thornburg Mortgage Securities Trust 2006-3

  -- Cl. A-1, Downgraded to A1 from Aaa
  -- Cl. A-2, Downgraded to A1 from Aaa
  -- Cl. A-3, Downgraded to Aa3 from Aaa
  -- Cl. A-X, Downgraded to Aa3 from Aaa
  -- Cl. B-1, Downgraded to Baa1 from Aa2
  -- Cl. B-2, Downgraded to Ba3 from A2
  -- Cl. B-3, Downgraded to Caa1 from Baa2
  -- Cl. B-4, Downgraded to Caa2 from Ba2
  -- Cl. B-5, Downgraded to Caa3 from B2

Issuer: Thornburg Mortgage Securities Trust 2006-4

  -- Cl. A-1, Downgraded to A1 from Aaa
  -- Cl. A-2A, Downgraded to A1 from Aaa
  -- Cl. A-2C, Downgraded to A1 from Aaa

Issuer: Thornburg Mortgage Securities Trust 2006-5

  -- Cl. A-2, Downgraded to Aa2 from Aaa
  -- Cl. B-1, Downgraded to Baa1 from Aa2
  -- Cl. B-2, Downgraded to Ba3 from A2
  -- Cl. B-3, Downgraded to Caa1 from Baa2
  -- Cl. B-4, Downgraded to Caa2 from Ba2
  -- Cl. B-5, Downgraded to Caa3 from B2

Issuer: Thornburg Mortgage Securities Trust 2006-6

  -- Cl. A-2, Downgraded to Aa1 from Aaa

Issuer: Thornburg Mortgage Securities Trust 2007-1

  -- Cl. A-1, Downgraded to A3 from Aaa
  -- Cl. A-2A, Downgraded to Baa1 from Aaa
  -- Cl. A-2B, Confirmed at Aaa
  -- Cl. A-2C, Downgraded to Baa1 from Aaa
  -- Cl. A-3A, Confirmed at Aaa
  -- Cl. A-3B, Downgraded to A3 from Aaa
  -- Cl. A-X, Confirmed at Aa1

Issuer: Thornburg Mortgage Securities Trust 2007-2

  -- Cl. A-1, Downgraded to Aa2 from Aaa
  -- Cl. A-2A, Confirmed at Aaa
  -- Cl. A-2B, Downgraded to Aa2 from Aaa
  -- Cl. A-3A, Confirmed at Aaa
  -- Cl. A-3B, Downgraded to Aa2 from Aaa

Issuer: Thornburg Mortgage Securities Trust 2007-3

  -- Cl. 1A-1, Downgraded to Aa2 from Aaa
  -- Cl. 1A-2, Downgraded to B3 from Aaa
  -- Cl. 2A-1, Downgraded to A1 from Aaa
  -- Cl. 2A-2, Downgraded to B1 from Aaa
  -- Cl. 3A-1, Downgraded to A1 from Aaa
  -- Cl. 3A-2, Downgraded to B2 from Aaa
  -- Cl. 4A-1, Confirmed at Aaa
  -- Cl. 4A-2, Downgraded to Ba3 from Aaa
  -- Cl. 4A-3, Confirmed at Aaa
  -- Cl. 4A-4, Downgraded to Ba3 from Aaa
  -- Cl. A-X, Confirmed at Aa1

Issuer: Thornburg Mortgage Securities Trust 2007-4

  -- Cl. 1A-1, Confirmed at Aaa
  -- Cl. 1A-2, Downgraded to Aa2 from Aaa
  -- Cl. 2A-1, Confirmed at Aaa
  -- Cl. 2A-2, Downgraded to Aa2 from Aaa
  -- Cl. 3A-1, Confirmed at Aaa
  -- Cl. 3A-2, Downgraded to Aa2 from Aaa
  -- Cl. B-1, Downgraded to A3 from Aa2
  -- Cl. B-2, Downgraded to Ba3 from A2
  -- Cl. B-3, Downgraded to Caa1 from Baa2
  -- Cl. B-4, Downgraded to Caa2 from Ba2
  -- Cl. B-5, Downgraded to Caa3 from B2

Issuer: Thornburg Mortgage Trust 2006-2

  -- Cl. A-1-A, Downgraded to A3 from Aaa
  -- Cl. A-1-B, Confirmed at Aaa
  -- Cl. A-1-C, Downgraded to A3 from Aaa
  -- Cl. A-X-1, Confirmed at Aaa
  -- Cl. A-2-A, Downgraded to A2 from Aaa
  -- Cl. A-2-B, Confirmed at Aaa
  -- Cl. A-2-C, Downgraded to A2 from Aaa
  -- Cl. A-X-2, Confirmed at Aaa

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

The second step is to determine losses for the remaining life of
the deal, following the projection period.  Depending on a deal's
performance, including delinquency, default, and prepayment rates,
as well as collateral characteristics, such as loan type (fixed or
adjustable), or loan-to-value ratios and geographic concentrations
of remaining current loans, Moody's assumes varying degrees of
slowing in the loss rate (which is measured by loss-to-
liquidation) for the remaining life of the deal.  Typical degrees
of slowing in loss rate after late 2009 range from no slowing at
all to 40% slowing.  To take an example, a deal with very poor
early performance due to relatively high loan-to-value ratios and
dropping regional home values would be expected to see markedly
high delinquency and loss rates for the next year.

But the high rate of losses may be expected to slow afterwards, as
economic factors and real estate values begin to stabilize, and a
slowing of 20-40% may be used in the projection.  On the other
hand, a deal with stronger early performance that is demonstrating
relative resiliency in the current market environment may not be
expected to have high losses in the near-term, but may be expected
to sustain a similar level of losses for the life of the deal, as
the pool continues to be subject to factors that have more
historically driven prime performance such as borrower life
events, unemployment, and so on.

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


TORO ABS: Moody's Downgrades Ratings on Three Classes of Notes
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
of notes, and left on review for possible further downgrade the
rating of one of these classes of notes issued by TORO ABS CDO I,
LTD:

Class Description: $895,000,000 Class A First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2042

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: B2, on review for possible downgrade

Class Description: $76,000,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2042

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: Ca

Class Description: $15,000,000 Class C Third Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2042

  -- Prior Rating: Ca
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: C

According to Moody's, these rating actions are as a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool.  Moody's notes that two tests of
overcollateralization are currently failing and that the Class C
Notes are deferring interest.  Also, the transaction exhibits par
loss as well as an increase in the weighted average rating of the
collateral since the prior rating action was taken.  The major
portion of the collateral is subprime RMBS and Alt-A RMBS.

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

Moody's also announced in a press release on November 17, 2008
that it is revising its expectations of lifetime losses on pools
backing US Alt-A residential mortgage-backed securities issued in
2006 and 2007.  Moody's explained that it will utilize these
revised loss projections when monitoring ABS CDO ratings.


TORRANCE BUSINESS: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Torrance Busines Center, Inc
        1995 West 190th Street
        Torrance, CA 90504

Case No.: 08-30040

Petition Date: November 21, 2008

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

Judge: Ellen Carroll

Debtor's Counsel: Robert P Goe
                  Goe & Forsythe, LLP
                  660 Newport Center Drive, Suite 320
                  Newport Beach, Ca 92660
                  Tel: (949) 467-3780
                  Fax: (949) 721-0409
                  Email: kmurphy@goeforlaw.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 6 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/cacb08-30040.pdf


TOURMALINE CDO: Moody's Downgrades Ratings on Five Note Classes
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
of notes issued by Tourmaline CDO II Ltd.  The notes affected by
this rating action are:

Class Description: $700,000,000 Class A-1 Senior Variable Funding
Floating Rate Notes, Due 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: June 30, 2008

Class Description: $700,000,000 Class A-2 Senior Floating Rate
Notes, Due 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: June 30, 2008

Class Description: $700,000,000 Class A-3 Senior Floating Rate
Notes, Due 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: June 30, 2008

Class Description: $100,000,000 Class B Senior Floating Rate
Notes, Due 2046

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Current Rating: C
  -- Prior Rating Action Date: June 30, 2008

Class Description: $90,000,000 Class C Senior Floating Rate Notes,
Due 2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: C
  -- Prior Rating Action Date: June 30, 2008

The transaction experienced, as reported by the Trustee on
March 28, 2008, an event of default caused by a failure of the
Senior Par Value Coverage Ratio to be greater than or equal to the
required amount set forth in Section 5.1(d) of the Indenture dated
March 30, 2006.  This event of default is still continuing.

Tourmaline CDO II Ltd. is a hybrid collateralized debt obligation
backed primarily by a portfolio of RMBS securities CDO securities
CMBS securities and synthetic securities in the form of credit
default swaps.  Reference obligations for the credit default swaps
are RMBS, CMBS and CDO securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.  In this regard the Trustee reports that a majority
of the Controlling Class directed the Trustee to declare the
principal of and accrued and unpaid interest on the Notes to be
immediately due and payable.  Furthermore, according to the
Trustee, a majority of the Controlling Class directed the Trustee
to commence the process of the sale and liquidation of the
Collateral in accordance with relevant provisions of the
transaction documents.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.


TUCSON AND PIMA: Moody's Downgrades Rating on 2006A-2 Bonds to Ba3
------------------------------------------------------------------
Moody's has downgraded to Ba3 from A3 the rating on Tucson and
Pima County Industrial Development Authority, Arizona, Single
Family Mortgage Revenue Bonds, Series 2006A-2 and removed it from
Watchlist for Possible Downgrade.  The downgrade and removal from
Watchlist for Possible Downgrade of these subordinate bonds is
based on a review of the second mortgage loans securing the bonds.
The outlook is stable.

Moody's decision to downgrade the rating on the bonds was based on
the struggling housing market in the Tucson MSA and the credit
characteristics of the second mortgage pools for bonds.  All of
the second mortgages are fixed rate and were issued in connection
with the issuance of a first mortgages that were guaranteed by
either Fannie Mae, Freddie Mac or GNMA-all of which have strict
underwriting guidelines-and securitized into Mortgaged Backed
Securities.  As a result, the credit characteristics of the second
mortgagees are more similar to Prime borrowers.

However, the fact that many of the mortgages have been originated
within the last two years, the uncertainty around the expected
performance of the second mortgages, and the ongoing housing price
declines in the Tucson area are not compatible with a rating at
the A3 level.  Although, cash flow scenarios demonstrate that the
transactions can support a very high level (60%) of defaults from
the second mortgages before the bonds would default, Moody's
projects that delinquency rates could come close to 57%.  Moody's
could relied on default projections that are based on current
experience, given the struggling area's housing market.

                               Outlook

The stable outlook is predicated on the high number of
delinquencies the Series 2006A-2 bonds can withstand before a
default.


UNITED AIRLINES: S&P Upgrades Class B 2000-1 Cert. Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on United
Air Lines Inc.'s (B-/Negative/--) 2000-1 pass-through
certificates. S&P raised the rating on the Class A certificates to
'BBB-' from 'BB' and raised the rating on the Class B certificates
to 'B' from 'B-'.  S&P did not revise its corporate credit rating
or other ratings on United.

"The upgrade reflects improved collateral coverage following the
sale of several large aircraft and application of proceeds to pay
down debt," said Standard & Poor's credit analyst Philip Baggaley.
The 2000-1 pass through certificates, also referred to as enhanced
equipment trust certificates, were rated by Standard & Poor's when
first issued; ratings were later withdrawn during United's
bankruptcy reorganization, due to insufficient information.

The aircraft notes (secured debt) that provide cash flows
servicing the pass-through certificates were restructured in
United's bankruptcy, such that all cash flows were directed first
to the Class A certificates and then to more junior certificates.
S&P re-rated the certificates in July 2006, a half-year prior to
United's emergence from Chapter 11, applying an analytical
approach that combined elements of S&P's methodology for rating
EETCs and S&P's recovery ratings.

During 2008, the 2000-1 trust sold two B777-200ER widebody
aircraft that had been turned back to certificateholders in the
United bankruptcy and subsequently leased to Varig, a Brazilian
airline that itself went bankrupt, and applied proceeds to pay
down a significant portion of the Class A certificates.  As a
result, S&P now estimates the loan to value of the 2000-1 Class A
certificates (using appraised base values for similar planes) at
about 37%, and the Class B certificates 72%.  The Class A
collateral coverage is now stronger than that for similar
certificates of United's 2000-2 EETC (rated 'BB+'), but not as
conservative as that of the 2001-1 Class A certificates (rated
'BBB').  Because of the restructuring in United's bankruptcy, the
Class A certificates in all three EETCs are paying more rapidly
than for a typical, unrestructured EETC.  Remaining aircraft
securing the 2000-1 pass-through certificates are a mixture of
narrowbody and widebody planes that are mostly important to
United's fleet, and the aircraft notes secured by each plane are
cross-collateralized.

     Ratings List

     United Air Lines Inc.
       Corporate Credit Rating           B-/Negative/--

     Ratings Raised
                                         To           From
     United Air Lines Inc.
       2000-1 Pass-Thru Cert, Class A1   BBB-           BB
       2000-1 Pass-Thru Cert, Class A2   BBB-           BB
       2000-1 Pass-Thru Cert, Class B    B              B-


VALUE CITY: Court Approves Going-Out-of-Business Sales
------------------------------------------------------
Bankruptcy Law360 reports that Judge James M. Peck of the U.S.
Bankruptcy Court for the Southern District of New York granted
Value City Holdings Inc. permission to conduct going-out-of-
business sales to be managed by liquidator and financial
consultant Tiger Capital Group LLC.

Value City recently obtained approval on a final basis to borrow
up to $40 million in debtor-in-possession financing from lenders
National City Business Credit Inc. and Wells Fargo Retail Finance
LLC.

Headquartered in Columbus, Ohio, Value City Holdings Inc. --
http://www.valuecity.com/-- operates a chain of department stores
in the United States.  The company and eight of its affiliates
filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14197).  John Longmire, Esq., and Lauren C.
Cohen, Esq., at Willkie Farr & Gallagher LLP, represents the
Debtors' in their restructuring efforts.  The company selected
Epiq Bankruptcy Solutions LLC as its claims, noticing and
balloting agent.  The United States Trustee for Region 2 has
named a nine-member official committee of unsecured creditors.
When the Debtors filed for protection from their creditors,
they listed assets and debts between $100 million and
$500 million each.


VICTOR GROUP: Chapter 7 Trustee to Sell Ford Van & Dodge Durango
----------------------------------------------------------------
Joseph B. Spero, Esq., the Chapter 7 Trustee overseeing the
liquidation of The Victor Group II, Inc.'s estate, intends to sell
two vehicles:

  (1) a 1989 Ford Van (VIN: 1FBJS31YXLHA11747) and
  (2) a 2004 Dodge Durango VIN 1D4HB48N74F151881)

subject to these terms and conditions:

PRICE: Initial offer is $6,000 cash or certified funds,
       after the entry of a Final Order of the Bankruptcy
       Court approving the sale.

HEARING & LOCATION: December 15, 2008 at 1:30 p.m. before
                    Judge Bentz, U.S. Courthouse, Bankruptcy
                    Court, 17 South Park Row, Erie, Pa. 16501.

OBJECTION DEADLINE: December 8, 2008 or thereafter as the Court
                    permits, with a copy to Trustee's counsel.

TERMS & CONDITIONS: (a) "as-is, where is and with all faults";

                    (b) all cash at closing, no financing
                        contingencies; and

                    (c) initial offer of $6,000 and court to
                        approve highest and best offer.

FOR INFORMATION: Contact the Trustee:

                Joseph B. Spero, Esq.
                3213 West 26th Street
                Erie, PA 16506
                Telephone (814) 836-1011

The Victor Group II, Inc., dba First Machine and Manufacturing,
Inc., sought chapter 11 protection (Bankr. W.D. Pa. Case No. 07-
11723) on October 25, 2007, and the case converted to a chapter 7
liquidation thereafter.  The debtor estimated its assets at more
than $1 million at the time of the chapter 11 filing.


VINEYARDS RESORT: Fails to Secure Financing; Files for Bankruptcy
-----------------------------------------------------------------
The Associated Press reports that Vineyards Resort has filed for
Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern
District of Washington, after failing to secure financing.

According to The AP, the developers failed to obtain financing for
the $100 million property due to the nation's economic woes.  The
developers said that the project remains viable, states the
report.  Yakima Herald-Republic quoted Vineyards Resort's co-
manager Rich Barnes as saying, "No banks are lending.  Zero.
There is no commercial lending market out there."

The AP relates that Mr. Barnes said that Vineyards Resort filed
for bankruptcy to avoid a forced sale of the property northwest of
Zillah in the lower Yakima Valley.  The report says that the
foreclosure sale was set for Friday when the developers failed to
maintain payments on a $12.9 million bridge loan for the project.

The AP states that the foreclosure threat started a week after
groundbreaking in September 2008, but developers were then able
secure additional financing to proceed with work and to start
repaying the bridge loan held by hedge fund Stark Financial.  The
report says that Vineyards Resort made a $800,000 initial payment
to stave off foreclosure in October 2008.

Mr. Barnes said in a news release, "We are very disappointed that
our lenders will not fulfill their commitments.  This move is
about protecting an asset that will someday become the keystone
platform for Washington wine country."

Vineyards Resort, according to The AP, didn't disclose its total
assets and liabilities or its secured creditors.  The AP relates
that Selland Construction is the company's the largest unsecured
debtor, which holds $1.4 million in claims for site development.

The AP reports that a meeting of creditors will be held on
Dec. 18, 2008, in Yakima.

Citing members of Vineyards Resort, The AP states that about 30
people who made $250,000 financial commitments for some of the 230
single-family housing lots in Vineyards Resort are protected
because their payments are in escrow and will be returned if the
lots aren't created.

The Vineyards Resort -- http://www.vineyardsresort.com/-- is a
joint-venture partnership of Eagle Resort Development and Yakima-
area partners Craig Schultz and Gary Scott.  Vineyards Resort was
formed to develop almost 600 home sites, an 18-hole golf course,
clubhouse, hotel, recreation center, and Tuscan-themed village as
a destination wine country resort.  Its development group also
includes Rich Barnes, who manages the project with Mr. Scott.


WACHOVIA BANK: Fitch Holds Low-B Ratings on 6 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings affirms and assigns Rating Outlooks to Wachovia Bank
Commercial Mortgage Trust's commercial mortgage pass-through
certificates, series 2003-9:

  -- $12 million class A-2 at 'AAA', Outlook Stable;
  -- $210.3 million class A-3 at 'AAA', Outlook Stable;
  -- $508.5 million class A-4 at 'AAA', Outlook Stable;
  -- Interest-only class X-P at 'AAA', Outlook Stable;
  -- Interest-only class X-C at 'AAA', Outlook Stable;
  -- $34.5 million class B at 'AAA', Outlook Stable;
  -- $17.2 million class C at 'AAA', Outlook Stable;
  -- $33 million class D at 'AA-', Outlook Stable;
  -- $14.4 million class E at 'A', Outlook Stable;
  -- $15.8 million class F at 'A-', Outlook Stable;
  -- $15.8 million class G at 'BBB+', Outlook Stable;
  -- $15.8 million class H at 'BBB-', Outlook Negative;
  -- $8.6 million class J at 'BB+', Outlook Negative;
  -- $5.7 million class K at 'BB', Outlook Negative;
  -- $4.3 million class L at 'BB-', Outlook Negative;
  -- $4.3 million class M at 'B+', Outlook Negative;
  -- $5.7 million class N at 'B', Outlook Negative;
  -- $2.9 million class O at 'B-', Outlook Negative.

The class A-1 is paid in full. Fitch does not rate the
$16.9 million class P certificates.

Affirmation of the current ratings reflects the stable performance
of the performing loans and sufficient credit support to absorb
expected losses.  As of the Nov. 15, 2008 distribution date, the
pool has paid down 19.4% to $925.8 million from $1.15 billion at
issuance.

Currently one asset (0.95%) is in special servicing and is real
estate owned.  The asset is a multifamily property in Myrtle
Beach, SC and the special servicer is currently working to
stabilize and sell the property.  Recent valuations on the asset
indicate significant losses.  The non-rated class P is sufficient
to absorb Fitch expected losses.

Fitch reviewed the four shadow rated loans.  Based on their
stable-to-improved performance all four loans maintain their
investment grade shadow ratings.  The Chula Vista Center loan,
which was shadow rated at issuance, has paid in full.

The West Oaks Mall (7.6%) is an approximately 1.1 million square
foot regional mall located in Ocoee, Florida.  The collateral
consists of 429,318 sf of space.  The mall is anchored by Sears,
Dillard's, JC Penney, and Parisian.  Per the servicer reported
year-end 2007 operating statement analysis, occupancy was 97% and
net operating income has remained stable compared to issuance.

Park City Center (6.6%) is an approximately 1.4 million sf
regional mall located in Lancaster, Pennsylvania.  The collateral
consists of 990,045 sf. The mall is anchored by JC Penney and Bon
Ton, which are part of the collateral.  Additional anchors Sears
and Boscov's are not part of the collateral.  The Boscov's at this
location is not on the current list of store closures as a part of
the company's chapter 11 bankruptcy reorganization.  The YE 2007
NOI had increased 8.4% since issuance and occupancy increased
slightly to 98%.

Meadow's Mall (5.6%) is an approximately 950,000 sf regional mall
located in Las Vegas, Nevada.  The collateral consists of 312,210
sf and the anchors are Dillard's, Macy's, JC Penney, and Sears.
As of YE 2007 NOI had increased 26.4% from issuance and occupancy
was stable at 97%.

Columbia Corporate Center (0.8%) is a 135,000 sf office building
located in Florham Park, New Jersey.  As of YE 2007 the property
is 100% leased and the NOI has remained stable since issuance.


WASHINGTON MUTUAL: Committee Wants FTI as Fin'l Advisor
-------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Washington Mutual Inc.'s Chapter 11 cases seeks the U.S.
Bankruptcy Court of the District of Delaware's authority to retain
FTI Consulting, Inc., as its financial advisors, nunc pro tunc to
October 15, 2008.

The Committee believes that FTI is well-qualified to render the
contemplated financial advisory services because of its wealth of
experience in restructurings and reorganizations.  FTI is reputed
for the excellent services it rendered in large and complex
Chapter 11 cases throughout the United States, the Committee
notes.

The Committee avers that FTI' services are necessary to enable it
to cost-effectively, efficiently, and timely assess and monitor
the Debtors' efforts to maximize the value of their estates and
to reorganize successfully.

As financial advisors to the Committee, FTI is contemplated to:

  (1) assist the Committee in the review of financial related
      disclosures made to the Court;

  (2) assist with a review of the Debtors' short-term cash
      management procedures and cash flows;

  (3) assist and advise the Committee with respect to the
      Debtors' disposition of assets or liquidation of remaining
      Operations;

  (4) assist in the review and analysis of financial information
      distributed by the Debtors to creditors, including cash
      flow projections and budgets, cash receipts and
      disbursements, various assets and liabilities accounts,
      and other proposed transactions;

  (5) attendance meetings and assist in discussions with the
      Debtors, the Federal Deposit Insurance Corporation and
      JPMorgan Chase, the U.S. Trustee and other parties-in-
      Interest;

  (6) coordinate with the Debtors' proposed financial advisor,
      Alvarez & Marsal, in the review of the Debtors' operations
      and financial information;

  (7) assist in the review and preparation of information and
      analysis necessary for the confirmation of a plan of
      reorganization in WaMu's Chapter 11 cases;

  (8) assist in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and preferential
      transfers and potential claim levels, and the Debtors'
      reconciliation and estimation process;

  (9) assist with various tax matters, including the impact of
      the Debtors' claims and equity trading and tax issues
      related to a plan; and

(10) provide litigation advisory services with respect to
      accounting and tax matters.

The Committee notes that FTI's professionals will be paid based
on these hourly rates:

    Senior Managing Directors            $650 - $800
    Directors/Managing Directors         $475 - $620
    Associates/Consultants               $235 - $440
    Administration/Paraprofessionals     $ 95 - $175

Michael Eisenband, a senior managing director at FTI, assures the
Court that his firm does not represent any entity having an
interest adverse to the Committee in connection with the Debtors'
Chapter 11 cases, rendering it eligible to represent the
Committee under Section 1103(b) of the Bankruptcy Code.

The Court will convene a hearing on December 16, 2008, to
consider the Committee's request.  Any party who opposes the
Committee's request have until December 8 to file their written
objections.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Inc. Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: May Employ Gibson Dunn as Tax Counsel
--------------------------------------------------------
Washington Mutual Inc. and its debtor-affiliates obtained approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Gibson, Dunn & Crutcher LLP, as their
special tax counsel, nunc pro tunc to the Petition Date.

For more than 20 years, Gibson Dunn has represented and advised,
WMI in connection with (i) tax controversy matters including
representations on issues involving the Internal Revenue Service;
(ii) transactional matters involving certain acquisitions; and
(iii) matters relating to labor and securities.

Accordingly, the Debtors assert that owing to Gibson Dunn's long
standing relationship with them, the firm is uniquely suited to
render special tax services for their benefit, specifically
including:

   (1) appearing before the appeals office of the IRS with
       respect to issues for the 2001 through 2003 tax years, on
       the deductibility of certain charitable contributions of
       property, investment banker fees related to certain
       acquisitions, and tax issuance costs of entities acquired
       by the Debtors;

   (b) representing the Debtors in connection with a lawsuit for
       refund of taxes filed in the Court of Federal Claims as a
       result of deferred loan fees into the income of H.F.
       Ahmanson & Co. for the 1995 tax year; and

   (c) advising the Debtors on a tax claim regarding the
       disallowance of a loss on the sale of stock of a
       subsidiary which was claimed by H.F. Ahmanson for the 1995
       tax year, and a penalty imposed with respect to the
       underpayment of tax resulting from the deduction of the
       loss.

The Debtors disclose that by a separate application, they have
sought the Court's authority to employ the services of Weil,
Gotshal & Manges LLP as lead counsel; Richards, Layton & Finger
P.A. as co-counsel; Simpson Thacher & Bartlett LLP as special
counsel; and Alvarez & Marsal North America, LLC, as
restructuring advisors.

Gibson Dunn avers to coordinate with those professionals to
ensure that their services are complimentary and not duplicative.

As special tax advisors, the services of the Gibson Dunn
professionals will be paid according to these hourly rates:

              Dora Arash          $595
              Paul Issler         $790
              Lorna Wilson        $325
              Andrew Kreisberg    $375
              Joel Feuer          $790
              Julian Poon         $595
              Kristin Galler      $495
              Kenneth Glowacki    $555

Gibson Dunn avers that it has not been paid for all the
prepetition services it rendered to the Debtors.  The firm thus
asserts a $127,972 general unsecured claim against the Debtors
for $127,972.  Pursuant to Section 327(c) of the Bankruptcy Code,
Gibson Dunn contends that its status as a creditors of the
Debtors does not disqualify it from representing the Debtors as a
special tax counsel.

Dora Arash, Esq., a partner at Gibson Dunn, assures the Court
that her firm does not hold or represent any interest adverse to
the Debtors.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Inc. Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: May Hire Simpson Thacher as Special Counsel
--------------------------------------------------------------
Pursuant to Sections 327(e) and 328(a) of the Bankruptcy Code,
Washington Mutual Inc. and its debtor-affiliates obtained approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Simpson, Thacher & Barlett LLP, as their special counsel,
nunc pro tunc to
the Petition Date.

Since 1997, STB has been retained by Washington Mutual, Inc. for
litigation representation, which included services in connection
with various securities, derivative and ERISA litigations, many
of which are class actions.

With respect to corporate matters, STB has also rendered services
to the Debtors in connection with certain capital markets
transactions, merger and acquisition transactions, and
regulatory, governance, tax, and benefits issues.

Hence, over the course of its representation of the Debtors, STB
has become uniquely familiar with the Debtors' business affairs
and legal matters.

As the Debtors' special counsel, STB is expected to render legal
services to the Debtors in their Chapter 11, with respect to:

   -- presently pending civil litigation;

   -- federal or state regulatory or investigatory matters
      arising out of or relating to civil litigations and the
      events generally leading up to the bankruptcy proceedings;
      and

   -- non-bankruptcy corporate, mergers and acquisitions,
      securities, regulatory and related services and advice in
      coordination with the Debtors' general bankruptcy counsel.

STB's professionals will be paid based on these hourly billing
rates:

                                           Hourly
      Partners               Department     Rate
      --------               ----------    ------
      Maripat Alpuche        Corporate       $950
      Gregory T. Grogan      Corporate       $865
      Lee A. Meyerson        Corporate       $980
      Barry R. Ostrager      Litigation     $1000
      Mary Kay Vyskocil      Litigation      $980
      David J. Woll          Litigation      $980

                                           Hourly
      Counsel                Department     Rate
      -------                ----------    ------
      Joshua A. Levine       Litigation      $740

                                           Hourly
      Associates             Department     Rate
      ----------             ----------    ------
      Mark C. Bussey         Corporate       $530
      Meghan E. Cannella     Litigation      $455
      Elizabeth A. Cooper    Corporate       $690
      Amanda Hector          Litigation      $650
      Kelly Hyunsoo Jin      Corporate       $530
      Won Sun Jung           Corporate       $650
      Daniel R. Kay          Corporate       $455
      Gabriel D. Miller      Litigation      $590
      Robert J. Pfister      Litigation      $690
      Jacob Press            Litigation      $530
      Ellen D. Rosenberg     Corporate       $590
      James S. Thompson      Corporate       $530
      Daniel L. Tseng        Corporate       $530
      Elsa Y. Wang           Corporate       $455

STB has been paid for all professional services, expenses, and
disbursements rendered to the Debtors prepetition.

The Debtors disclose that by separate applications, they have
sought to employ Weil, Gotshal & Manges LLP, as their bankruptcy
counsel; Richards, Layton & Finger P.A., as their co-counsel;
Davis Wright Tremaine LLP, as their special counsel; and Alvarez
& Marsal North America, LLC, as their restructuring advisors.

STB will coordinate with the Debtors' other professionals to
ensure that services are, to the maximum extent possible,
complimentary and not duplicative.

Barry R. Ostrager, Esq., a member at Simpson Thacher, tells the
Court that his firm is a disinterested person within the
meaning of Section 101(14) of the Bankruptcy Code.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Inc. Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: May Tap Davis Wright as Special Counsel
----------------------------------------------------------
Washington Mutual Inc. and its debtor-affiliates obtained approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Davis Wright Tremaine LLP, as their special counsel, nunc
pro tunc to the Petition Date.

Prior to the Petition Date, the Debtors and Washington Mutual
Bank have employed DWT as counsel for litigations involving
alleged violations of consumer protection laws, securities laws
and the Employee Retirement Income Security Act.  DWT also
provided the Debtors and certain of its subsidiaries with legal
services concerning tax-exempt organizations, regulatory and
other investigations, state payroll taxes, intellectual property
and employment.

In this regard, the Debtors aver, DWT has developed relevant
experience, knowledge and expertise concerning the Debtors'
business.  Moreover, replacing DWT in existing litigations will
be time-consuming and costly, the Debtors note.

As special counsel to the Debtors, DWT will:

   (a) provide day-to-day counseling and advice with respect to
       contractual, securities, corporate governance and
       operational matters, including the impact of the Chapter
       11 cases on various intercompany arrangements;

   (b) provide input to the Debtors' counsel regarding their
       legal and operational needs with respect to continuing
       operations, including input necessary for the negotiation
       of an administrative services agreement between the
       Debtors and JPMorgan Chase Bank;

   (c) provide advice regarding transition services, including
       the transition of payroll and benefits, contractual
       relationships, and the preservation of the Debtors'
       assets;

   (d) represent the Debtors in civil litigation matters pending
       as of the Petition Date and other litigation matters that
       may arise; and

   (e) provide other legal services that may be mutually agreed
       upon between the Debtors and DWT.

DWT will be paid for its services based on these hourly rates:

           Partners               $345 - $610
           Of Counsel             $300 - $475
           Associates             $215 - $395
           Paraprofessionals      $115 - $245

DWT will also be reimbursed for necessary out-of-pocket expenses
it incurs or has incurred.

DWT received prepetition payments from the Debtors totaling
$42,650, on account of its representation of the Debtors and
their officers in various litigations.

The Debtors note that as of the Petition Date, they owe DWT
$316,133 in fees and costs, which are mostly attributable to the
consolidated securities, ERISA and derivative litigations that
are pending before the U.S. District Court for the Western
District of Washington.  DWT is also owed $138,650 and $8,450
with respect to separate litigation involving a pension plan and
certain securities.

To ensure that there are no duplicative services, DWT has agreed
to coordinate with the Debtors' other bankruptcy professionals,
including:

   * Weil, Gotshal & Manges LLP as lead counsel;
   * Richards, Layton & Finger P.A. as co-counsel;
   * Simpson Thacher & Bartlett LLP as special counsel; and
   * Alvarez & Marsal North America, LLC, as restructuring
     advisors.

Stephen M. Rummage, Esq., a partner at DWT, assures the Court
that his firm does not represent any connection with the Debtors
and other parties with actual or potential interest in the
Debtors' cases.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Inc. Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: May Tap McKee Nelson as Tax Counsel
------------------------------------------------------
Washington Mutual Inc. and its debtor-affiliates obtained approval
from the U.S. Bankruptcy Court for the District of Delaware  to
employ McKee Nelson LLP as
their special tax counsel, nunc pro tunc to the Petition Date.

The Debtors believe that McKee Nelson is well qualified to act as
their special tax counsel by virtue of the firm's extensive
knowledge and expertise in tax controversy matters.

Moreover, the Debtors relates, McKee Nelson has represented them
and their affiliates since 2007 in connection with two tax
controversy matters with the Internal Revenue Service under which
the firm performed transaction audits:

   -- The firm helped manage the tax audit for the tax years 2004
      to 2005 of a financing transaction entered into by
      Washington Mutual Bank and a foreign bank; and

   -- The firm represented the Debtors and their affiliates in a
      2001-2003 audit and an administrative appeal of certain
      partnership tax issues.

The Debtors expect the two IRS matters during the pendency of
their bankruptcy cases.

As special tax counsel to the Debtors, McKee Nelson will provide
the necessary professional services with respect to the Financing
Transaction Audit and the Partnership Transaction Audit, and
other tax matters as the parties may agree.

McKee Nelson will invoice the Debtors in accordance with these
hourly rates:

      Partners                     $620 to $695
      Associates and Counsel       $395 to $645
      Paralegals                   $215 to $305

The firm will seek for reimbursement of necessary out-of-pocket
expenses it incurs or will incur.

McKee Nelson states that one year before the Petition Date, it
received from the Debtors $596,700 for services rendered in the
practice areas of Tax Controversy, Tax Advisory Services and
Capital Markets.  During the 90 days preceding the Petition Date,
the firm also received from the Debtors an aggregate of $222,793.

The firm adds that it is still owed an outstanding balance of
$1,460,000 for prepetition services it rendered for the Debtors'
benefit.

In a declaration filed with the Court, Rajiv Madan, Esq., at
McKee Nelson, notes that the Debtors can anticipate the tax
controversy matters to take more than one year or longer to
resolve.  The fees and expenses relating to the Tax Controversies
are expected to range from $150,000 to $350,000 per month for
some period of time, he adds.

Mr. Madan avers that McKee Nelson does not represent any interest
adverse to the Debtors and other parties-in-interest.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Inc. Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


W.R. GRACE: Seeks to Sell Interests In Colowyo for $8-Mil.
----------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to sell their
limited partnership interests in Colowyo Coal Company, L.P., for
$8,000,000, under a transaction that provides for $18,000,000 of
liability under a Letter of Credit.

In 1994, Debtor Gracoal, Inc., was general partner and a limited
partner, and Debtor Gracoal II, Inc., was the other limited
partner of Colowyo, which operated a mining business in Colorado.
In December 1994, the Gracoals and certain of their affiliates
entered into transactions, which effectively divested control of
and substantially all of their financial interest in Colowyo to
Kennecott Colorado Coal Company, a subsidiary of Rio Tinto
America, Inc., for aggregate net proceeds of $219,000,000.

To raise the capital needed for the Colowyo sale, several
transactions were held:

  (a) Colowyo Coal Funding Corp., a subsidiary of Colowyo,
      issued bonds in the amount $192,800,000 and Colowyo
      distributed the net proceeds of the Bonds to the Gracoals.
      These Bonds are nonrecourse with respect to Colowyo or any
      of its partners and are currently paid from the proceeds
      of two long term coal supply contracts, and the rights to
      payments under the Bond Contracts are collateral for
      Colowyo Funding's obligations under the Bonds.

  (b) The parent companies of the Gracoals have also provided
      additional collateral for the Bonds in the form of a
      $25,000,000 standby letter of credit, which can be drawn
      upon by the Bond trustee to pay interest and principal on
      the Bonds in the event that the cash flow from the Bond
      Contracts is insufficient.  Currently, approximately
      $18,700,000 remains undrawn under the Letter of Credit,
      and the Debtors remain liable for reimbursement of any
      additional drawings.

  (c) As part of the 1994 transaction, KCCC purchased a general
      partnership interest in Colowyo for approximately
      $26,200,000, Gracoal withdrew as a general partner, and
      the Gracoals and KCCC executed the Amended and Restated
      Agreement of Limited Partnership of Colowyo Coal Company,
      L.P.  Under the terms of the LP Agreement, the Gracoals
      remained as limited partners of the Partnership; and
      received a Price Participation Right under which they are
      entitled, under certain terms and conditions, to receive
      annual payments from Colowyo.

Since 1994, the cumulative amount of proceeds the Limited
Partners have received under the Price Participation Right is
$1,162,706, Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, relates.  The Debtors are
unable to predict whether or not the Limited Partners will
receive significant payments under those rights.  The Debtors
further believe that they are likely to receive any other
revenues from the LP Interests.

From 2008 to the final payment on the Bonds on 2016, the Debtors
anticipate incurring cumulative fees associated with maintaining
the Letter of Credit totaling $1,900,000 and trustee fees and
related administrative expenses aggregating $700,000.  Moreover,
the Debtors reported the 1994 transaction as a divestiture and
recorded a deferred tax liability of $57 million.  Under federal
income tax law, no taxes were payable on the net Bond proceeds
distributed to the Debtors, but those taxes become payable
thereafter either is paid on the Bonds or upon the sale of the LP
Interests.

Against this backdrop, the Debtors entered into discussions with
Rio Tinto to determine whether there was an opportunity to
monetize the Price Participation Right.  Ms. Makowski relates
that an integral part of those discussions was the Debtors' need
for relief from their continuing potential obligations of
approximately $18,700,000 under the Letter of Credit.

As a result of the negotiations, the Limited Partners and the
Debtors have entered into a Limited Partnership Interest Purchase
& Sale Agreement with Rio Tinto, the General Partner, and Rio
Tinto White Horse Company for the sale of the LP Interests to
Purchaser.

The Sale Agreement provides for the sale of the LP Interests of
$8,000,000, payable at the sale closing.  Moreover, the closing
of the Sale Agreement is conditioned on the Letter of Credit
being replaced by a letter of credit obtained by Rio Tinto.  The
Debtors will vest the LP Interests in Rio Tinto free and clear of
any liens on the LP Interests, which liens will attach to the
proceeds of the sale.  Upon sale of the LP Interests, the Debtors
will reorganize $99,000,000 in taxable income for U.S. federal
income tax purposes, which the Debtors expect to offset entirely
with net operating losses.

Ms. Makowski tells the Court that Rio Tinto is the only the
available purchaser and that $8,000,000 is fair consideration
given the circumstances.  Moreover, she states that the Debtors
can only transfer the LP Interest to a third party with Rio
Tinto's consent.  She stresses that the Debtors will either hold
on to the LP Interests or to sell them to Rio Tinto, which
Debtors' rights of the LP Interests are more limited and LP
Interests are not denominated as percentages of the total
partnerships in Colowyo.  The only partnership revenues in which
the Limited Partner has any interest are the proceeds of the Bond
Contracts, but only after payment of management fees and other
expenses among others, she explains.

The Sale Agreement, Ms. Makowski points out, will result in:

  * $8,000,000 of additional cash to the Debtors for use either
    in their business operations or emergence from Chapter 11;

  * the elimination of $18,700,000 of future liability under
    the Letter of Credit and of estimated $1,900,000 of future
    expenses for maintenance of the Letter of Credit; and

  * the elimination of $700,000 of future trustee fees and
    related administrative expenses.

The Debtors therefore conclude that the sale of the LP Interests
pursuant to the Sale Agreement provides an attractive opportunity
to monetize the Debtors' Price Participation Right and also
relieve the Debtors of continuing exposure under the Letter of
Credit.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

(W.R. Grace Bankruptcy News, Issue No. 172; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Seeks to Sell Charleston Property for $3.8-Mil.
-----------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to enter into a
purchase and sale agreement with the City of Charleston, South
Carolina, for the sale of a piece of real property located at 1820
Harmon Street, in Charleston, South Carolina, for $3,800,000.

The City, to recall, filed a lift stay motion to acquire the
Charleston Property by eminent domain to which the Debtors
objected arguing that they were in the final stages of
negotiating a transfer of the Charleston Property as part of an
ongoing complex multi-site transfer that has been terminated.
The parties have agreed to continue the hearing on the City's
Lift Stay Motion and reach an amicable resolution for the sale of
the Property to the City without the City's bringing an action
for condemnation to avoid potential dispute and costly
litigation.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that the Debtors have conducted
negotiations with the City since May 2008 and the parties have
reached a consent agreement on a fair sale price and procedure to
resolve the remaining environmental issues on the Property.  He
attests that the Debtors consider the City's offer to be
favorable given the depressed real estate market as well as the
fact that the Property carries certain remedial obligations and
liabilities arising from environmental contamination.

The salient terms of the Agreement are:

  * the City will pay $3,800,000 to the Debtors for the
    Charleston Property;

  * within 10 days after the Contract Date, the City will
    deliver an earnest money deposit of $50,000 to be held and
    disposed;

  * the sale closing will take place on or before December 30,
    2008, or at a convenient date the parties may agree in
    writing;

  * the Sale will be free from all liens, encumbrances, except
    current property taxes and recording charges;

  * the Sale Agreement will not become effective unless approved
    by the City Council.  If the Sale Agreement is not approved
    by the City Council on or before December 10, 2008, the Sale
    Agreement will be null and void; and

  * the parties have agreed that after the Sale Closing, each
    party will have certain obligations to resolve the handling
    of environmental liabilities on the Charleston Property.

The Debtors stresses that the Sale Agreement will provide a
larger recovery for their estates given the depressed real estate
market.  More importantly, the Sale Agreement will avoid
additional costs incurred by defending a condemnation proceeding
and litigating potential disputes over the amount of just
compensation related.  The Debtors further reason out that
completion of the remediation is in the public interest as it
eliminates the risks associated with the current environmental
contamination which may be on the Charleston Property.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.


ZLATKO PEHAR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Zlatko Pehar
        4518 1/2 N. Damen
         Chicago, IL 60625

Bankruptcy Case No.: 08-31891

Chapter 11 Petition Date: November 21, 2008

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: David K Welch, Esq.
                  dwelch@craneheyman.com
                  Crane Heyman Simon Welch & Clar
                  135 S. Lasalle St., Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Cole Taylor Bank                                   $2,798,247
c/o Francis Keldermans
131 S. Dearborn, 30th Floor
Chicago, IL 60603

Harris Bank                                        $1,000,000
111 W. Monroe Street
Chicago, IL 60603-4095

Gunnison Court Association                            $51,256
c/ Kristalex Group
4518 1/2 N. Damen
Chicago, IL 60625

Hafize Lutolli                                        $50,000

Bahri Lutolli                                         $50,000

ZP Vision                                             $20,000

Washington Mutual                                     $16,918

American Express                                      $27,539

HSBC Business Solutions                               $12,561

Home Depot Credit Services                            $12,375

C&C Decorating                                        $10,000

Arnold Landis                                         $10,000

William Mepham, EA                                     $2,200

Lauren & Gregg Cozzi                                   $1,639

Foster Wolcott Commons                                 $1,458

Juan & Jorge Alvares                                     $767


* Bankrupt Companies Likely to Face SEC on Alleged Fraud
--------------------------------------------------------
According to a new study published by the Deloitte Forensic
Center, "Ten Things About Bankruptcy and Fraud," companies filing
for bankruptcy protection are three times more likely than non-
bankrupt companies to face enforcement action by the Securities
and Exchange Commission relating to alleged financial statement
fraud.  The study analyzed SEC Accounting and Auditing Enforcement
Releases and bankruptcy filings.

The study also found that companies that were issued financial
statement fraud-related Enforcement Releases by the SEC were more
than twice as likely to file for bankruptcy protection as those
not issued one.  Of publicly traded companies with revenues
greater than $100 million that were issued financial statement
fraud-related SEC Enforcement Releases, 35% filed for bankruptcy
compared to 14% of similar companies that were not issued the
releases.

Approximately one in seven financial statement fraud-related
Enforcement Releases issued to companies that filed for bankruptcy
were issued prior to their bankruptcy filings.  These situations
may provide a warning signal of potential bankruptcy filing.

"With economic conditions likely to increase corporate bankruptcy
filings, companies should be aware of their potential exposure to
allegations of fraud that may be sustained by the SEC," said Toby
Bishop, director of the Deloitte Forensic Center.  "Consideration
of potential fraud issues may be a wise part of bankruptcy
preparations," he added.

Bankrupt companies receiving SEC Enforcement Releases were twice
as likely as non-bankrupt companies to have more than 10 alleged
financial statement fraud schemes -- and at least 1.5 times as
likely to have six to 10 alleged fraud schemes as non-bankrupt
companies.  Bankrupt companies with revenues greater than
$10 billion that received SEC Enforcement Releases had 10.8
alleged financial statement fraud schemes on average, compared to
4.3 schemes at such companies with revenue between $100 million
and $10 billion.

"In the past few years, many companies have created highly
leveraged balance sheets with many layers of debt.  When such a
highly leveraged company files for bankruptcy protection, its
creditors may have little other recourse than to seek recovery
from non-traditional sources such as challenging potentially
fraudulent conveyances, seeking recovery under D&O policies and
filing other (non-bankruptcy) litigation," said Sheila Smith,
national service line leader of Deloitte's Reorganization
Services.  "This strategic shift has raised risks for directors,
officers and senior management, increasing the importance of fraud
detection," she added.

Companies issued the most Enforcement Releases were in the:

     -- consumer business (30%);
     -- technology, media, and telecommunications (27%); and
     -- manufacturing (16%) industries.

                       About the Study

The Deloitte Forensic Center --
http://www.deloitte.com/forensiccenter-- and Deloitte's
Reorganization Services group analyzed bankruptcy filings between
2000 and 2005 and SEC Accounting and Auditing Enforcement Releases
issued from 2000 through 2007 for companies with reported revenues
of at least $100 million.  In total, 519 bankrupt companies'
filings, 2,919 non-bankrupt companies' revenues and 352 companies'
Enforcement Releases were examined.


* Mayer Brown Fires 33 Attorneys & Staff on Economic Downturn
-------------------------------------------------------------
Bankruptcy Law360 reports that Mayer Brown LLP said Friday it is
laying off 33 lawyers and some support staff due to pressure from
the difficult economy.  According to the report, Mayer Brown said
that the layoffs were separate from lawyers that were asked to
leave this year as part of its performance review process.

Mayer Brown LLP -- http://www.mayerbrown.com/-- is a global law
firm operating in major cities world-wide. With 1,000 lawyers in
the Americas, 300 in Asia and 500 in Europe, we deliver innovative
and practical solutions to transactional, dispute resolution and
regulatory challenges. Mayer Brown is known for its intellectual
depth and industry insight, applied to the unique needs of each
client.


* Moody's Changes Global Steel Industry Outlook to Negative
-----------------------------------------------------------
Moody's Investors Service changed its Industry Sector Outlook for
the steel industry across all global regions to negative from
stable.  This outlook expresses Moody's expectations for the
fundamental business and credit conditions in the industry over
the next 12 to 18 months.  The change in outlook reflects Moody's
views that weakened economic conditions, accelerated demand
contraction globally, ongoing price contraction, and still high
cost platforms, particularly for some of the integrated producers,
will inhibit performance over this time horizon and contribute to
decreased financial flexibility.

Market conditions are seen as highly uncertain and lacking
visibility notes Carol Cowan, Vice President - Senior Credit
Officer.  The change in outlook for all regions reflects the view
that while the market deterioration may be more advanced in
certain countries, the trends evidenced are the same on a global
basis adds Matthias Hellstern, Vice President - Senior Credit
Officer.

Although many producers, including Chinese, have shuttered steel
making capacity in an attempt to better match the reduced demand
levels, Moody's believes that steel producers will face increasing
challenges in earnings and cash flow generation, which will endure
for a number of quarters.  With the stress in the global financial
system, essential collapse in demand at this time and prices which
have not yet bottomed, more negative pressure persists.

This change in outlook to negative applies to the US Steel
Industry (Industry Outlook: Six-Month Update June 26 2008), the
European Steel Industry (Industry Outlook July 23, 2008), the
Japanese Steel Industry (Industry Outlook June 30, 2008) and Asia-
Pacific (Industry Outlook -- Snapshot: Asia-Pacific Base Metals,
Mining, and Steel -- May 29, 2008).  The negative outlook also
applies to the steel industry in Latin America.


* Moody's Corrects November 12 Ratings Release for TRUP CDOs
------------------------------------------------------------
As a correction to the Nov. 12, 2008, press release for the rating
action on TRUP CDOs exposed to US banks, Moody's has updated these
ratings:

Issuer: TPREF FUNDING II Ltd.

1) Class Description: $222.0 million of Class A-1 Floating Rate
Senior Notes due 2032,

  -- Prior Rating: Aaa
  -- Prior Rating Date: Oct. 31, 2002
  -- Current Rating: Aaa, on review for possible downgrade

2) Class Description: $100.0 million of Class A-2 Floating Rate
Senior Notes due 2032,

  -- Prior Rating: Aaa
  -- Prior Rating Date: Oct. 31, 2002
  -- Current Rating: Aa3, on review for possible downgrade

3) Class Description: $196.0 million of Class B Floating Rate
Subordinate Notes due 2032,

  -- Prior Rating: A1, on review for possible downgrade
  -- Prior Rating Date: July 22, 2008
  -- Current Rating: Ba3

Issuer: TPREF Funding III, Ltd.

1) Class Description: Class A-1 Floating Rate Senior Notes,

  -- Prior Rating: Aaa
  -- Prior Rating Date: Feb. 28, 2003
  -- Current Rating: Aaa, on review for possible downgrade

2) Class Description: Class A-2 Floating Rate Senior Notes,

  -- Prior Rating: Aaa on review for possible downgrade
  -- Prior Rating Date: Sept. 16, 2008
  -- Current Rating: Aa1, on review for possible downgrade

3) Class Description: Class B-1 Floating Rate Senior Subordinated
Notes,

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Prior Rating Date: Sept. 16, 2008
  -- Current Rating: B2

4) Class Description: Class B-2 Floating Rate Senior Subordinate
Notes,

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Prior Rating Date: Sept. 16, 2008
  -- Current Rating: B2


* Moody's Sees Near-Term Rating Pressure for Education Entities
---------------------------------------------------------------
While unlikely to cause downgrades in long-term ratings for the
majority of higher education and other not-for-profit entities,
Moody's Investors Service sees potential near-term rating pressure
due to recent steep investment losses, according to a new report
from the rating agency.

"Recent steep declines in endowment values, combined with lower
returns among nearly all investment asset classes, present a
significant credit challenge to rated organizations that maintain
endowments," said Moody's Associate Vice President Dennis
Gephardt, author of the report.

"Although the extent varies greatly from institution to
institution, most colleges depend on endowment income for a
portion of current expenditures," added Gephardt.  "Potential
near-term rating pressure may be felt by those with a marked
reduction in liquidity, covenant violations, unusually high
endowment spending rates, and uncommonly large investment losses."

Over the longer term, however, he said Moody's expects that higher
education, independent schools, and not-for-profit institutions
will be able to cut their expenditures and capital investments to
be in line with reduced endowment spending results and other
likely revenue reductions related to the negative investment
return environment.

"A few institutions may struggle with enacting appropriate expense
reductions, and, for those with a greater reliance on investment
income as a portion of operating revenues, demonstrating resolve
in expense reductions will prove crucial to sustained financial
health and credit position," said Gephardt.

The Moody's report assesses how recent developments in the
securities markets are likely to affect the credit quality of most
colleges and universities and other non-profits.  Widespread
rating downgrades based on investment losses in any given quarter
or year are not expected because Moody's ratings already
incorporates the likelihood of periodic losses in endowments.

"We also recognize that 'smoothed' endowment spending policies ---
allotting a certain amount even if returns are exceptionally high
or low -- give most organizations time to adjust their operating
and capital plans to maintain credit quality," said Gephardt.
The report also highlights that the current investment market
downturn is more severe than most past periods of decline, and
also highlights circumstances in which rating downgrades and
changes in rating outlook are more likely, including sustained,
large investment losses by institutions that may also have other
credit weaknesses.  Those vulnerabilities could include poor debt
structure, limited liquidity in other forms, and undiversified
investment strategies and revenue sources.


* S&P Downgrades Ratings on 71 Classes From 22 Subprime RMBS Deals
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 71
classes of pass-through certificates from 22 U.S. subprime
residential mortgage-backed securities transactions issued from
2001 to 2007.  S&P lowered 10 of the 71 ratings to 'D'.  At the
same time, S&P affirmed its ratings on 68 classes from 16
transactions.  Twelve of these 16 transactions also had downgraded
classes.

The lowered ratings reflect adverse collateral performance that
has caused monthly losses to exceed monthly excess interest.  As
of the October 2008 remittance period, cumulative losses ranged
from 0.05% (ACE Securities Corp. Home Equity Loan Trust Series
2003-TC1) to 9.45% (GE-WMC Asset Backed Pass Through Certificates
Series 2005-2) of the current pool balances.

The dollar amounts of loans currently in the delinquency pipelines
of these transactions strongly suggest that monthly losses will
continue to exceed excess interest, thereby further compromising
credit support.  Total delinquencies (30-plus days, foreclosures,
and real estate owned) for the downgraded transactions ranged from
16.36% (ACE Securities Corp. Home Equity Loan Trust Series 2003-
OP1) to 59.18% (ACE Securities Corp. Home Equity Loan Trust Series
2006-NC2) of the current pool balances. Severe delinquencies (90-
plus days, foreclosures, and REOs) for the downgraded transactions
ranged from 9.57% (Residential Mortgage Loan Trust 1998-1) to
46.84% (ACE Securities Corp. Home Equity Loan Trust Series 2006-
NC2) of the current pool balances.  These deals are seasoned
between 21 months (ACE Securities Corp. Home Equity Loan Trust
Series 2007-WM1) and 119 months (Residential Mortgage Loan Trust
1998-1).  Sixteen of these deals have pool factors of
approximately 10% or less.

Subordination, overcollateralization, and excess spread provide
credit support for some deals, while others have subordination and
excess spread as credit support because overcollateralization for
these deals has eroded.  The collateral for these transactions
primarily consists of subprime, adjustable- and fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties.

                         Rating Actions

   ACE Securities Corp. Home Equity Loan Trust, Series 2001-AQ1
                     Series      2001-AQ1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-2        004421AU7     BBB            A

  ACE Securities Corp. Home Equity Loan Trust, Series 2001-HE1
                      Series      2001-HE1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-2        004427AM2     BB             AA
       M-3        004427AN0     CCC            B

  ACE Securities Corp. Home Equity Loan Trust, Series 2002-HE1
                      Series      2002-HE1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-1        004427AX8     CCC            BB
       M-2        004427AY6     CC             B

  ACE Securities Corp. Home Equity Loan Trust, Series 2002-HE2
                      Series      2002-HE2

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-1        004421AX1     BB             AAA
       M-2        004421AY9     CCC            BBB
       M-3        004421AZ6     CC             CCC
       M-4        004421BA0     CC             CCC

  ACE Securities Corp. Home Equity Loan Trust, Series 2003-FM1
                      Series      2003-FM1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-1        004421BR3     AA             AA+
       M-2        004421BS1     B-             A
       M-3        004421BT9     CCC            A-
       M-4        004421BU6     CCC            BBB+
       M-5        004421BV4     CC             BBB
       M-6        004421BW2     CC             BBB-

  ACE Securities Corp. Home Equity Loan Trust, Series 2003-HS1
                      Series      2003-HS1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-2        004421CG6     AA             AA+
       M-3        004421CH4     BBB            A-
       M-4        004421CJ0     B              BBB+
       M-5        004421CK7     CCC            BBB
       M-6        004421CL5     CC             BBB-

  ACE Securities Corp. Home Equity Loan Trust, Series 2003-OP1
                      Series      2003-OP1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-4        004427BQ2     BB             A-
       M-5        004427BR0     CCC            BBB
       M-6        004427BS8     CCC            BB-

  ACE Securities Corp. Home Equity Loan Trust, Series 2003-TC1
                      Series      2003-TC1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-4        004421CC5     CCC            BBB+

  ACE Securities Corp. Home Equity Loan Trust, Series 2004-FM1
                      Series      2004-FM1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-4        004421DN0     BB             BBB+
       M-5        004421DP5     CCC            BB
       M-6        004421DQ3     CCC            B
       B-1A       004421DT7     CCC            B
       B-1B       004421DU4     CCC            B

  ACE Securities Corp. Home Equity Loan Trust, Series 2004-RM1
                      Series      2004-RM1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       B-1        004421FY4     B              A-
       B-2        004421FZ1     CCC            BBB-
       B-3        004421GA5     CCC            BB+

  ACE Securities Corp. Home Equity Loan Trust, Series 2005-AG1
                      Series      2005-AG1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       B-5        004427CN8     D              CC

  Ace Securities Corp. Home Equity Loan Trust, Series 2005-HE1
                      Series      2005-HE1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-4        004421KX0     BBB            A+
       M-5        004421KY8     B              A
       M-6        004421KZ5     CCC            A-
       M-7        004421LA9     CC             BB+
       M-8        004421LB7     CC             CCC
       M-9        004421LC5     CC             CCC
       B-1        004421LD3     D              CC

  Ace Securities Corp. Home Equity Loan Trust, Series 2006-FM1
                      Series      2006-FM1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M8         00441VAN8     D              CC

  ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE3
                      Series      2006-HE3

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-7        00441TAM5     D              CC

  ACE Securities Corp. Home Equity Loan Trust, Series 2006-NC2
                      Series      2006-NC2

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-10       00441XAQ7     D              CC

  ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM1
                      Series      2007-WM1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-9        004424AP2     D              CC

  GE-WMC Asset Backed Pass Through Certificates, Series 2005-2
                      Series      2005-2

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       B-3        367910BE5     D              CC

                   Park Place Securities, Inc.
                      Series      2005-WCH1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-4        70069FFL6     BB             A+
       M-5        70069FFM4     B              A
       M-6        70069FFN2     CCC            A-
       M-7        70069FFP7     CCC            BB
       M-8        70069FFQ5     CC             CCC
       M-9        70069FFR3     CC             CCC
       M-10       70069FFU6     D              CCC

                   Park Place Securities, Inc.
                      Series      2005-WHQ3

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-6        70069FJU2     BB+            A+
       M-7        70069FJV0     B              A
       M-8        70069FJW8     CCC            BB
       M-9        70069FJX6     CCC            B
       M-10       70069FJY4     CC             CCC
       M-11       70069FJZ1     D              CCC

              Park Place Securities, Inc.
                 Series      2005-WCW1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-5        70069FKJ5     BBB-           A+
       M-6        70069FKK2     B              A
       M-7        70069FKL0     CCC            BB
       M-9        70069FKN6     CC             CCC
       M-10       70069FKP1     CC             CCC
       M-11       70069FKQ9     D              CCC

     Specialty Underwriting and Residential Finance Trust,
                      Series 2003-BC3

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----

       M-2        84751PAY5     BBB            AA
       M-3        84751PAZ2     BB             A-
       B-1        84751PBA6     CCC            B
       B-2        84751PBB4     CC             CCC

    Specialty Underwriting and Residential Finance Trust,
                     Series 2004-BC1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-3        84751PCB3     BBB            A-
       B-1        84751PCC1     CCC            BB-
       B-2        84751PCD9     CC             CCC

                   Ratings Affirmed

  ACE Securities Corp. Home Equity Loan Trust, Series 1999-LB2
                  Series      1999-LB2

            Class      CUSIP         Rating
            -----      -----         ------
            A          004421AD5     AAA
            M-1        004421AE3     AA
            M-2        004421AF0     A

  ACE Securities Corp. Home Equity Loan Trust, Series 2001-HE1
                  Series      2001-HE1

            Class      CUSIP         Rating
            -----      -----         ------
            M-1        004427AL4     AAA

  ACE Securities Corp. Home Equity Loan Trust, Series 2003-HS1
                  Series      2003-HS1

            Class      CUSIP         Rating
            -----      -----         ------
            M-1        004421CF8     AAA

  ACE Securities Corp. Home Equity Loan Trust, Series 2003-OP1
                  Series      2003-OP1

            Class      CUSIP         Rating
            -----      -----         ------
            A-1        004427BJ8     AAA
            A-2        004427BK5     AAA
            A-3        004427BL3     AAA
            M-1        004427BM1     AA+
            M-2        004427BN9     A+
            M-3        004427BP4     A

  ACE Securities Corp. Home Equity Loan Trust, Series 2003-TC1
                  Series      2003-TC1

            Class      CUSIP         Rating
            -----      -----         ------
            M-1        004421BZ5     AA+
            M-2        004421CA9     A
            M-3        004421CB7     A-

  ACE Securities Corp. Home Equity Loan Trust, Series 2004-FM1
                  Series      2004-FM1

            Class      CUSIP         Rating
            -----      -----         ------
            M-1        004421DK6     AA+
            M-2        004421DL4     A+
            M-3        004421DM2     A

  ACE Securities Corp. Home Equity Loan Trust, Series 2004-RM1
                  Series      2004-RM1

            Class      CUSIP         Rating
            -----      -----         ------
            M-1        004421FS7     AA+
            M-2        004421FT5     AA
            M-3        004421FU2     AA
            M-4        004421FV0     AA-
            M-5        004421FW8     A+
            M-6        004421FX6     A

  Ace Securities Corp. Home Equity Loan Trust, Series 2005-HE1
                  Series      2005-HE1

            Class      CUSIP         Rating
            -----      -----         ------
            M-2        004421KV4     AA
            M-3        004421KW2     AA-

              Park Place Securities, Inc.
                  Series      2005-WCH1

            Class      CUSIP         Rating
            -----      -----         ------
            A-1A       70069FFS1     AAA
            A-2A       70069FFT9     AAA
            A-3C       70069FFF9     AAA
            M-1        70069FFH5     AA+
            M-2        70069FFJ1     AA
            M-3        70069FFK8     AA-

             Park Place Securities, Inc.
                Series      2005-WHQ3

            Class      CUSIP         Rating
            -----      -----         ------
            A-1A       70069FJG3     AAA
            A-1B       70069FJH1     AAA
            A-2D       70069FJN8     AAA
            M-1        70069FJP3     AAA
            M-2        70069FJQ1     AA+
            M-3        70069FJR9     AA
            M-4        70069FJS7     AA
            M-5        70069FJT5     AA-

             Park Place Securities, Inc.
                Series      2005-WCW1

            Class      CUSIP         Rating
            -----      -----         ------
            A-1A       70069FKR7     AAA
            A-1B       70069FKS5     AAA
            A-2A       70069FKT3     AAA
            A-2B       70069FKU0     AAA
            A-3C       70069FKC0     AAA
            A-3D       70069FKD8     AAA
            M-1        70069FKE6     AA+
            M-2        70069FKF3     AA
            M-3        70069FKG1     AA
            M-4        70069FKH9     AA-
            M-8        70069FKM8     CCC

         Residential Mortgage Loan Trust 1998-1
                  Series      1998-1

            Class      CUSIP         Rating
            -----      -----         ------
            A          76110NAA4     AAA
            M-1        76110NAF3     AA+
            M-2        76110NAG1     A+
            B          76110NAH9     BBB-

    Specialty Underwriting and Residential Finance Trust,
                  Series 2003-BC2

            Class      CUSIP         Rating
            -----      -----         ------
            S          84751PAM1     AAA
            M-1        84751PAN9     AAA
            M-2        84751PAP4     B

    Specialty Underwriting and Residential Finance Trust,
                  Series 2003-BC3

            Class      CUSIP         Rating
            -----      -----         ------
            A          84751PAV1     AAA
            S          84751PAW9     AAA
            M-1        84751PAX7     AAA

     Specialty Underwriting and Residential Finance Trust,
                  Series 2003-BC4
            Class      CUSIP         Rating
            -----      -----         ------
            A-3B       84751PBJ7     AAA
            M-1        84751PBK4     AA+
            M-2        84751PBL2     A
            M-3        84751PBM0     A-
            B-1        84751PBN8     BBB
            B-2        84751PBP3     B

    Specialty Underwriting and Residential Finance Trust,
                  Series 2004-BC1

            Class      CUSIP         Rating
            -----      -----         ------
            M-1        84751PBZ1     AA
            M-2        84751PCA5     A


* S&P Says Credit Crunch Puts Airlines, Auto and Trucking at Risk
-----------------------------------------------------------------
A deepening U.S. recession, with significant economic slowdowns
elsewhere in the world, plus continued difficult credit markets
are likely to make life difficult for many U.S. transportation
companies for the remainder of 2008 and into 2009, according to a
report published by Standard & Poor's Ratings Services on
RatingsDirect.

"The serious dislocations in the credit markets and limited
headroom under covenants are, in S&P's view, concerns for various
low-rated U.S. transportation companies, particularly for selected
truckers, airlines, and auto rental companies," said Standard &
Poor's credit analyst Philip Baggaley.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                              Total
                                             Share-
                                   Total     Holder   Working
                                   Assets    Equity   Capital
Company               Ticker        ($MM)     ($MM)     ($MM)
-------               ------       ------    ------   -------
APP PHARMACEUTIC      APPX US       1,105      (42)      260
ARBITRON INC          ARB US          162       (9)      (39)
BARE ESCENTUALS       BARE US         272      (25)      125
BLOUNT INTL           BLT US          485      (20)      119
CABLEVISION SYS       CVC US        9,717   (4,966)   (1,583)
CENTENNIAL COMM       CYCL US       1,394   (1,026)       86
CHENIERE ENERGY       CQP US        2,021     (312)      179
CHOICE HOTELS         CHH US          350      (91)       (8)
CLOROX CO             CLX US        4,587     (364)     (396)
CV THERAPEUTICS       CVTX US         392     (226)      286
DELTEK INC            PROJ US         188      (62)       34
DISH NETWORK-A        DISH US       7,177   (2,129)   (1,318)
DOMINO'S PIZZA        DPZ US          441   (1,437)       84
DUN & BRADSTREET      DNB US        1,642     (554)     (206)
ENERGY SAV INCOM      SIF-U CN        438     (248)      (87)
GARTNER INC           IT US         1,115      (15)     (253)
GENERAL MOTORS C      GMB BB      110,425  (58,994)  (18,461)
HEALTHSOUTH CORP      HLS US        1,980     (874)     (218)
INCYTE CORP           INCY US         265     (177)      216
INTERMUNE INC         ITMN US         206      (92)      134
KNOLOGY INC           KNOL US         647      (44)       13
LINEAR TECH CORP      LLTC US       1,665     (378)    1,109
MOODY'S CORP          MCO US        1,694     (894)     (331)
NATIONAL CINEMED      NCMI US         569     (476)       86
NAVISTAR INTL         NAV US       11,557     (228)    1,501
NPS PHARM INC         NPSP US         202     (208)       90
OCH-ZIFF CAPIT-A      OZM US        2,224     (173)        -
OSIRIS THERAPEUT      OSIR US          29       (8)      (14)
OVERSTOCK.COM         OSTK US         145       (4)       33
PROTECTION ONE        PONE US         645      (64)        3
REGAL ENTERTAI-A      RGC US        2,557     (224)     (112)
REVLON INC-A          REV US          877     (999)        8
ROTHMANS INC          ROC CN          536     (209)      100
SALLY BEAUTY HOL      SBH US        1,496     (695)      413
SONIC CORP            SONC US         836      (64)      (13)
SUCCESSFACTORS I      SFSF US         168       (3)        4
SYNTA PHARMACEUT      SNTA US          91      (35)       58
TAUBMAN CENTERS       TCO US        3,182      (20)        -
THERAVANCE            THRX US         255     (125)      184
UAL CORP              UAUA US      20,731   (1,282)   (1,583)
UST INC               UST US        1,402     (326)      237
WEIGHT WATCHERS       WTW US        1,110     (901)     (270)
WESTERN UNION         WU US         5,504      (90)      319
WR GRACE & CO         GRA US        3,754     (179)      970



                             *********

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.

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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.

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