TCR_Public/081201.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 1, 2008, Vol. 12, No. 286

                             Headlines


140 ASSOCIATES: Files for Bankruptcy to Stop Foreclosure Sales
770 PPR: Files for Bankruptcy to Stop Foreclosure Sales
AGRIPROCESSORS INC: Trustee Wants to Access $2.5MM DIP Facility
AGRIPROCESSORS INC: U.S. Trustee form Five-Member Committee
ALLIANCE FILM: Debt Repurchase at Discount Cues S&P's 'D' Rating

ASIAN BANK: Weiss Ratings Assigns "Very Weak" E- Rating
AMERICAN TECHNOLOGIES: July 31 Balance Sheet Upside-Down by $6MM
ANTIGENICS INC: Has Until Dec. 22 to Meet Nasdaq Market Value Rule
BIOVEST INTERNATIONAL: Provides More Info on 18MM Shares Offering
BIOVEST INTERNATIONAL: Amends Charters for Committee

BIOVEST INTERNATIONAL: Asks Pulaski to Extend Promissory Notes
BLEND LLC: Case Summary & 11 Largest Unsecured Creditors
BLUE WINGS: S&P Maintains 'BB+' Credit Rating on $150 Mil. Notes
BROGAN HEART: Section 341(a) Meeting Set for December 9
CALIFORNIA COVE: Panel Taps Greenberg Traurig as Counsel

CALIFORNIA COVE: Files Schedules of Assets and Liabilities
CALIFORNIA COVE: Court Sets January 30, 2009 Claims Bar Date
CALPINE CORP: Harbinger May Buy More Shares of Mirant and Calpine
CASTAWAYS HOTEL: Former Workers Won't Get Paid for Wages
CENTERBANK: Weiss Ratings Assigns "Very Weak" E- Rating

CENTERPLATE INC: Sept. 30 Balance Sheet Upside Down by $57.1 Mil.
CHESAPEAKE ENERGY: May Issue $2BB in Common Shares to Raise Cash
CHILDREN ARE OUR FUTURE: Case Summary & Largest Unsec. Creditors
CHRYSLER LLC: Expected November Sale Drop May Help Bailout Plea
CIRCUIT CITY: Alvarez & Marsal Appointed as InterTAN Monitor

CIRCUIT CITY: InterTAN Obtains CCAA Stay, Access to $60-Mil. Loan
CIRCUIT CITY: InterTAN Considering Sale of Business, Says Monitor
CIRCUIT CITY: U.S. Trustee Appoints Unsec. Creditors Committee
CITIGROUP INC: Blames Woes on Weakening Financial System
COCKERELL HILL: Voluntary Chapter 11 Case Summary

COMMONWEALTH BIOTECH: 10-Q Non-Filing Cues NASDAQ to Delist Stock
DEER CREEK: Voluntary Chapter 11 Case Summary
EDUCATION RESOURCES: Wins Panel-Backed Extension of Plan Deadline
EDUCATION RESOURCES: Court Lets Panel Pursue Claims v. FMC Trust
EDUCATION RESOURCES: FMER Wants Guaranty Claims Estimated

EDUCATION RESOURCES: FMC Sees Lower 2009 Loans Due to TERI Woes
ENERGY INFRASTRUCTURE: Receives NYSE-A Non-Compliance Notice
EXACT SCIENCES: Stock Listing to NASDAQ Capital Market
FORD MOTOR: Expected Drop in November Sales May Help Bailout Plea
FOUNTAIN POWERBOAT: Discloses Changes in Management Team

FOUNTAIN POWERBOAT: Earns $81,769 in Quarter ended September 30
FOUNTAIN POWERBOAT: Has Until Dec. 5 to Supplement Compliance Plan
FRONTIER AIRLINES: IBT Concessions OK'd; Outsourcing Plans Remain
FRONTIER AIRLINES: IBT Appeals Concessions/Outsourcing Order
FRONTIER AIRLINES: Taps Jefferson Wells for Claims Reconciliation

FRONTIER AIRLINES: Wins Court Nod for Verizon Service Pacts
FUSELLA GROUP: Files for Ch. 11 to Halt Funds from Getting Dues
FUSELLA GROUP: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: Turns to Debtholders to Evade Chapter 11 Filing
HERCULES CHEMICAL: Wants Until June 18, 2009, to File Ch. 11 Plan

I-MANY INC: Fails to Regain Compliance with Market Value Criteria
INTERTAN CANADA: CCAA Case Summary
INTERTAN CANADA: Obtains CCAA Stay, Access to $60,000,000 Loan
INTERTAN CANADA: Alvarez & Marsal Appointed as Monitor
INTERTAN CANADA: Considering Sale of Business, Says Monitor

KADIN CORP: Case Summary & 20 Largest Unsecured Creditors
KEY PROPERTY: Case Summary & 16 Largest Unsecured Creditors
LANDAMERICA: Seeks Court Nod for Underwriters Sale to Fidelity
MASONITE INT'L: Forbearance Agreement Extended Until December 19
MASONITE INT'L: Posts Lower EBITDA of $32.1-Mil. in 3rdQ

MEDINA GLASS: Files for Chapter 11 Protection
MEDIS TECHNOLOGIES: Management Raises Going Concern Doubt
MEGA BRANDS: Weak Financial Risk Profile Cues S&P's Junk Rating
MERRILL LYNCH: Federal Reserve Approves Bank of America Merger
METALDYNE CORP: Receives Requisite Consents for Notes Offering

MILL CREEK: Voluntary Chapter 11 Case Summary
MIRANT CORP: Harbinger May Buy More Shares of Mirant and Calpine
MJM INC: Voluntary Chapter 11 Case Summary
MJM INC: Section 341(a) Meeting Set for December 11
MOTOR COACH: Court Extends Challenge Period to December 22

NATIONAL WHOLESALE: Wants Until March 4, 2009, to File Plan
NEOSE TECHNOLOGIES: NASDAQ to Consider Appeal on December 18
NEUMANN HOMES: Gets Court OK to Sell Clublands to Secured Lender
NEUMANN HOMES: Reaches Settlement with Illinois Property Sellers
NEUMANN HOMES: Wants Plan Exclusivity Extended to March 31, 2009

NEVDEV ENTERPRISES: Case Summary & Largest Unsecured Creditor
NEVDEV ENTERPRISES: Section 341(a) Meeting Set for December 4
NEW ST PAUL: Voluntary Chapter 11 Case Summary
NORTHLAKE FOODS: Files for Bankruptcy to Remain With Parent
OCULUS INNOVATIVE: Has Until December 4 to File Compliance Plan

PAPER INTERNATIONAL: Files Schedules of Assets and Liabilities
PATRIOT HOMES: Files Schedules of Assets and Liabilities
PETTERS CO: Sun Country Seeks Court OK for Elite Landings Loan
PILGRIM'S PRIDE: May File for Ch. 11, Expects $998-Mil. FY Loss
POWER MEDICAL: Requests a Hearing and Delisting Action Stay

REALOGY CORP: Toggle Noteholders Protest Exchange Offer
REMOTEMDX INC: Secures $1 Million Unsecured Loan from CEO
SNAKE RIVER: Seeks to Convert Chapter 11 Case to Liquidation
SOLUTIA INC: Exits Production of Saflex Products
SOLUTIA INC: Shakes Nylon Business, Lays Off 1,600 Workers

SOLUTIA INC: Terminates Trumbull Group as Claims Agent
SOLUTION TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors
SOUTHERN CRESCENT: Case Summary & 6 Largest Unsec. Creditors
SPRINGVILLE STORAGE: Case Summary & 20 Largest Unsec. Creditors
SUPERIOR OFFSHORE: Equity Panel Wants Exclusive Periods Terminated

TRUMP ENTERTAINMENT: Won't Pay $53.1MM Interest on 2015 Notes
TRUVO INTERMEDIATE: S&P Cuts Corp. Credit Rating to 'B-' From 'B'
UNIGENE LABORATORIES: Board Committee Increases Executives' Salary
UNIGENE LABORATORIES: Directors & Execs. Acquire Shares
UNIGENE LABORATORIES: Sept. 30 Balance Sheet Upside-Down by $16MM

VAN DER MOLEN: Case Summary & 19 Largest Unsecured Creditors
VERASUN ENERGY: NYSE Delists Firm's Common Stock
W.R. GRACE: Settles U.S. Zonolite PD Claims for $60,000,000
W.R. GRACE: Wants Actions Against Glendale Property Voided
WE ARE THE BLOOMS: Case Summary & Largest Unsec. Creditor

WILLIAM SHERLOCK: Case Summary & 3 Largest Unsecured Creditors
WOLFE PLUMBING: Court Dismisses Chapter 11 Bankruptcy Case
YELLOWSTONE CLUB: Court Okays $20MM in Financing From CrossHarbor

* BOND PRICING: For the Week of Nov. 24 - Nov. 28, 2008


                             *********


140 ASSOCIATES: Files for Bankruptcy to Stop Foreclosure Sales
--------------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that
140 Associates, Ltd., has filed for Chapter 11 protection in the
U.S. Bankruptcy for the Southern District of Florida to stop
foreclosure sales of its properties, which was scheduled on
Dec. 1.

According to South Florida Business, seven of owner Gregory K.
Talbott's Palm Beach and Broward counties properties -- including
his own home -- face foreclosure lawsuits.  Most of the debts
would be the mortgage claims on the 140 Associates and 770 PPR,
the report states, citing Robert Eisen, an assistant to Mr.
Talbott.  The report says that the Chapter 11 filing doesn't
include Mr. Talbott's Talbott Realty.

South Florida Business relates that Seacoast National Bank holds a
$4 million foreclosure judgment against Mr. Talbott and 140
Associates.  Seacoast National, says the report, also has a
$2.4 million foreclosure judgment against Mr. Talbott and 770 PPR.

South Florida Business states that Fifth Third Bank has four
foreclosure lawsuits pending against Mr. Talbott's companies:

     -- Fifth Third suing Mr. Talbott and his Palmetto Promenade
        over a $31 million mortgage;

     -- Fifth Third suing Mr. Talbott and his wife Mimi over a
        $10.5 million mortgage on their 18,707-square-foot home
        at 250 N.E. 5th Avenue in Boca Raton;

     -- Fifth Third Bank suing Mr. Talbott and Talbott Petroleum
        over a $4.4 million mortgage for an 81,431-square-foot
        vacant out-parcel at 16961 Miramar Parkway in Miramar;
        and

     -- Fifth Third Bank suing Mr. Talbott and his 5th Street FTL
        Partners over a $4.1 million mortgage for a former car
        dealership at the northeast corner of Federal Highway and
        Northeast 7th Avenue in Fort Lauderdale.

Mr. Talbot, says South Florida Business, filed a lawsuit against
Fifth Third in March 2008, claiming that the bank ruined his
proposal to sell some land in Boca Raton to developer Tom Crocker
by disclosing that he was in default on loans for that land.

South Florida Business reports that Mercantile Bank sued Mr.
Talbott and his 390 East Palmetto Park Road over a $3.6 million
mortgage cover a site in Boca Raton.  Mr. Talbott wanted to put a
nine-story regional bank branch but the deal didn't succeed, the
report states, citing Mr. Eisen.

                      About 140 Associates

Boca Raton, Florida-based 140 Associates, Ltd., owns a 7,581-
square-foot building at 140 North Federal Highway.  The property
houses Talbott Realty and a branch of Colonial Bank.  The company
filed for Chapter 11 protection on Nov. 26, 2008 (Bank. S. D. Fla.
Case No. 08-28142).  Joey Michael Grant, Esq., at Padula & Grant,
PLLC, represents the company in its restructuring effort.  The
company listed assets of $1,000,001 to $10,000,000 and debts of
$1,000,001 to $10,000,000.


770 PPR: Files for Bankruptcy to Stop Foreclosure Sales
-------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that 770
PPR, LLC, has filed for Chapter 11 protection in the U.S.
Bankruptcy for the Southern District of Florida to stop
foreclosure sales of its properties, which was scheduled on
Dec. 1.

According to South Florida Business, seven of owner Gregory K.
Talbott's Palm Beach and Broward counties properties -- including
his own home -- face foreclosure lawsuits.  Most of the debts
would be the mortgage claims on the 140 Associates and 770 PPR,
the report states, citing Robert Eisen, an assistant to Mr.
Talbott.  The report says that the Chapter 11 filing doesn't
include Mr. Talbott's Talbott Realty.

South Florida Business relates that Seacoast National Bank has a
$2.4 million foreclosure judgment against Mr. Talbott and 770 PPR,
the 6,798-square-foot building at 770 Palmetto Park Road.
According to the report, it has been vacant since 2006, and Mr.
Eisen said that Mr. Talbott wants to redevelop it after the
Chapter 11 filing.

South Florida Business states that Fifth Third Bank has four
foreclosure lawsuits pending against Mr. Talbott's companies:

     -- Fifth Third suing Mr. Talbott and his Palmetto Promenade
        over a $31 million mortgage;

     -- Fifth Third suing Mr. Talbott and his wife Mimi over a
        $10.5 million mortgage on their 18,707-square-foot home
        at 250 N.E. 5th Avenue in Boca Raton;

     -- Fifth Third Bank suing Mr. Talbott and Talbott Petroleum
        over a $4.4 million mortgage for an 81,431-square-foot
        vacant out-parcel at 16961 Miramar Parkway in Miramar;
        and

     -- Fifth Third Bank suing Mr. Talbott and his 5th Street FTL
        Partners over a $4.1 million mortgage for a former car
        dealership at the northeast corner of Federal Highway and
        Northeast 7th Avenue in Fort Lauderdale.

Mr. Talbot, says South Florida Business, filed a lawsuit against
Fifth Third in March 2008, claiming that the bank ruined his
proposal to sell some land in Boca Raton to developer Tom Crocker
by disclosing that he was in default on loans for that land.

South Florida Business reports that Mercantile Bank sued Mr.
Talbott and his 390 East Palmetto Park Road over a $3.6 million
mortgage cover a site in Boca Raton.  Mr. Talbott wanted to put a
nine-story regional bank branch but the deal didn't succeed, the
report states, citing Mr. Eisen.

                         About 770 PPR

Boca Raton, Florida-based 770 PPR, LLC, filed for Chapter 11
protection on Nov. 26, 2008 (Bankr. S. D. Fla. Case No. 08-28147).
Joey Michael Grant, Esq., at Padula & Grant, PLLC, represents the
company in its restructuring effort.  The company listed assets of
$1,000,001 to $10,000,000 and debts of $1,000,001 to $10,000,000.


AGRIPROCESSORS INC: Trustee Wants to Access $2.5MM DIP Facility
---------------------------------------------------------------
Joseph E. Sarachek, the appointed Chapter 11 trustee of
Agriprocessors Inc., asks the Hon. Carla E. Craig of the United
States Bankruptcy Court for the Eastern District of New York for
authority to obtain $2.5 million in postpetition financing from
First Bank Business Capital Inc. fka FB Commercial Finance Inc.

The Chapter 11 Trustee also asks the Court to use cash collateral
securing repayment of secured loan to the bank.

Proceeds of the loan will be used to fund the Debtor's operating
expenses including:

   i) processing of its inventory of about 750,000 chickens and
      hens;

  ii) providing deposit to its utility provider; and

iii) fund the cost to secured appropriate insurance to its real
      and personal property.

Robert D. Raicht, Esq., at Halperin Battaglia Raicht LLP in New
York, says the Debtor's operations has stopped for almost two
week, and much of the value of its assets and jobs will be lost in
the event of a complete shutdown.  The Debtor has an urgent need
to access financing to preserve its assets and a successful
reorganization,  relates.

The facility will accrue 3.35 points above its Prime Rate on all
advances.

The Chapter 11 Trustee proposes to grant to the bank superpriority
administrative expense claim over any and all administrative
expenses to secure his obligations.

The facility is subject to carve-outs for payment of fees payable
to the United States Trustee, any fees payable to the Clerk of the
Court and fees and expenses of professionals retained by the
Debtor.

Mr. Raicht relates that the Debtor funded its operation through
loans and financial accommodations from the bank since 1999
evidenced by:

   i) a credit and security agreement between FB Commercial Inc.
      dated Sept. 23, 1999, as modified, amended and restated
      by a certain second amended and restated credit and security
      agreement by the Debtor and Local Pride LLC, as borrowers
      and FB Commercial as lender, dated Sept. 14, 2006; and

  ii) a $35 million exchange revolving note dated Sept. 27, 2008.

Repayment under the prepetition loan agreement is secured by liens
and security interest on all of the Debtor's personal property
including accounts receivable, inventory and proceeds, Mr. Raicht
says.  First Bank asserts $33 million in secured claim plus
outstanding interest, fees and other charges as of the Debtor's
bankruptcy filing.

First Bank made advances of $840,900 as Nov. 26, 2008, to preserve
the value of its collateral, Mr. Raicht notes.

According to the Chapter 11 Trustee, the bank alleges that certain
receivables were misdeposited by the Debtor into its operating
account rather than a corresponding collateral deposit account.
The bank also alleges that the Debtor breached certain loan
covenants and took legal action in the United States District
Court for the Northern District of Iowa, the Trustee says.

The Chapter 11 Trustee relates that certain of the Debtor's
principals face criminal charges by the Iowa Attorney General's
office, including 9,311 criminal counts resulting from violation
of Iowa's child labor laws.  An indictment was filed in the
District Court against the Debtor -- and other individuals --
alleging 12 counts of violations of the United States Code, the
Trustee continues.

A hearing is set for Dec. 1, 2008, at 10:00 a.m., to consider the
motion.

A full-text copy of the Debtor's Pro-forma Operating Budget is
available for free at http://ResearchArchives.com/t/s?3561

                       About Agriprocessors

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The company filed for Chapter
11 protection on Nov. 4, 2008 (Bankr. E. D. N.Y. Case No. 08-
47472).  Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom &
Nash represents the company in its restructuring effort.  The
company listed assets of $100 million to $500 million and debts
of $50 million to $100 million.


AGRIPROCESSORS INC: U.S. Trustee form Five-Member Committee
-----------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, appointed
five creditors to serve on an Official Committee of Unsecured
Creditors for the Chapter 11 case of Agriprocessors Inc.

The creditors committee member are:

  1) Jacobson Staffing Company, L.C.
     Attn: Marty R. Howard
     3811 Dixon Street
     Des Moines, IA 50313
     Tel: (515) 265-6171

  2) International Paper Company
     Attn: Vic Kawamura
     1002 15th Street SW, Suite 200
     Auburn, WA 98001
     Tel: (253) 288-4620

  3) Prairie-Agri Enterprises, Inc.
     Attn: Greg Lage
     29275 Harding Road
     Postvillle, IA 52162
     Tel: (563) 864-7341

  4) Packaging Film Group, LLC
     Attn: Tom O'Brien
     301 Industrial Drive
     Bellevue, NE 68005
     Tel: (402) 291-3100

  5) DuBois Chemicals, Inc.
     Attn: Mark Bassett
     3630 East Kempor Road
     Sharonville, OH 45241
     Tel: (513) 326-8823

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                       About Agriprocessors

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The company filed for Chapter
11 protection on Nov. 4, 2008 (Bankr. E. D. N.Y. Case No. 08-
47472).  Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom &
Nash represents the company in its restructuring effort.  The
company listed assets of $100 million to $500 million and debts
of $50 million to $100 million.


ALLIANCE FILM: Debt Repurchase at Discount Cues S&P's 'D' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Toronto-based Alliance Film Holdings
Inc. to 'D' from 'CCC' after the company announced that it had
repurchased all of its debt outstanding at a discount-to-par
value.

At the same time, S&P lowered the issue-level ratings on the
senior secured first-lien term loans to 'D' from 'CCC'; the
recovery rating is unchanged at '3'.  S&P also lowered the rating
on the senior secured second-lien term loan to 'D' from 'CC'; the
'6' recovery rating is unchanged.

In addition, S&P removed all the ratings on Alliance from
CreditWatch with negative implications, where they were initially
placed Dec. 27, 2007.  Finally, S&P withdrew all the above ratings
on the company's request.


ASIAN BANK: Weiss Ratings Assigns "Very Weak" E- Rating
-------------------------------------------------------
Weiss Ratings has assigned its E- rating to Philadelphia, Pa.-
based Asian Bank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

Asian Bank has been a member of the Federal Reserve and deposits
have been insured by the Federal Deposit Insurance Corporation
since June 9, 1999.  With many pages disabled at the present time,
Asian Bank's Web site at http://www.theasianbank.com/says its
mission is "to provide personalized, quality banking services to
individuals, organizations and small businesses in our regional
market."  The institution employs 26 workers as of September 30,
2008.

FDIC data shows that Asian Bank has one branch.  At September 30,
2008, Asian Bank disclosed $91.3 million in assets and $86.3
million in liabilities in its regulatory filings.


AMERICAN TECHNOLOGIES: July 31 Balance Sheet Upside-Down by $6MM
----------------------------------------------------------------
American Technologies Group Inc.'s balance sheet at July 31, 2008,
showed total assets of $17,353,038 and total liabilities of
$23,266,063, resulting in a stockholders' deficit of $5,913,025.

Net loss for the years ended July 31, 2008, was $5,476,246
compared to net loss of 3,867,261 for the same period in the
previous year.

                  Liquidity and Capital Resources

The company's current operations are insufficient to service its
existing debt and pay the administrative expenses incurred in
connection with being a public enterprise, including legal and
accounting services.

As a result of its failure to timely pay its current obligations
due to Laurus Master Fund, Ltd., under its Securied Convertible
Term B Note in the amount of $2,000,000, the company received
notification on Jan. 31, 2008, from Laurus that certain events of
default had occurred and are continuing beyond any applicable cure
or grace period with respect to all of its secured obligations due
to Laurus.  The company also received a letter from LV
Administrative Services, Inc., acting in the capacity of
administrative and collateral agent for Laurus, that demands the
immediate payment of all past due amounts owed to Laurus by
Feb. 1, 2008.  The amounts demanded totaled $13,580,810.  The
company did not make these payments, and, accordingly, Laurus,
and GSSF Master Fund, LP may take all steps it deems necessary to
protect their interests, including the enforcement and exercise of
any and all of its rights, remedies, liens and security interests
available to it.

In connection with its financing with Laurus, the company executed
a pledge agreement in favor of Laurus granting them a first
priority security interest in the common stock of each of its
subsidiaries.  The company also executed a security agreement that
granted Laurus a first priority security interest in all the
respective goods, inventory, contractual rights and general
intangibles, receivables, documents, instruments, chattel paper,
intellectual property owned by us and each of its subsidiaries.
The security agreement and stock pledge agreement state that if an
event of default occurs under any agreement with Laurus, it has
the right to take possession of the collateral, to operate its
business using the collateral, and has the right to assign, sell,
lease or otherwise dispose of and deliver all or any part of the
collateral, at public or private sale or otherwise to satisfy its
obligations under these agreements.  As a consequence of its
default, Laurus has the right to pursue any of the remedies set
forth in the pledge and security agreements.  Likewise, GMF and
GSSF have similar remedies available to them.

As a result of its default and ongoing losses, its board and
management has determined that it is advisable and in the best
interests of the company and its stockholders to sell all or
substantially all of the assets of Omaha Holdings Corp., a
subsidiary of company to a subsidiary of Laurus Master Fund,
which assets consist primarily of the issued and outstanding stock
of two subsidiaries of Omaha Holdings Corp.  Thus, on April 4,
2008, the board approved the sale by majority vote and resolved to
refer the matter to its stockholders for their approval.

On Oct. 20, 2008, at a special meeting of shareholders, the
company received the approval of its shareholders to sell
substantially all of the assets of Omaha Holdings Corp., to a
subsidiary of Laurus Master Fund.  The transaction was closed on
Oct. 21, 2008, resulting in the satisfaction of $13,580,810 plus
accrued interest and fees payable to Laurus Fund and its
affiliates and the satisfaction of the outstanding Gryphon Debt.
As a result of the transaction, the company is without operating
assets.

                        Going Concern Doubt

On Nov. 13, 2008, in New York City, RBSM LLP raised substantial
doubt about the company's ability to continue as a going concern
after auditing the company's financial results fot the years ended
July 31, 2008 and 2007.  The auditors pointed to the company's
recurring losses and its difficulty in generating sufficient cash
flow to meet its obligations and sustain its operations.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?3562

                   About American Technologies

Based in Fort Worth, Texas, American Technologies Group Inc.
(Nasdaq: ATGR) -- http://www.ntxstl.com/-- was engaged, prior to
2001, in the development, commercialization and sale of products
and systems using patented and proprietary technologies including
catalyst technology and water purification.

The company largely ceased operations during 2001 and began
focusing efforts on restructuring and refinancing. In fiscal year
ended July 31, 2005, the company successfully continued these
efforts by settling various pending law suits and reducing
outstanding liabilities.  In September 2005, the company entered
into various financing transactions and acquired North Texas Steel
Company Inc.

On April 25, 2006, the company purchased certain assets of Whitco
Company LP, a business conducting the sale and distribution of
steel and aluminum lighting poles.  The Whitco assets are held in
a separate subsidiary called Whitco Poles Inc.


ANTIGENICS INC: Has Until Dec. 22 to Meet Nasdaq Market Value Rule
------------------------------------------------------------------
Antigenics Inc. received a letter from the Listing Qualifications
Staff of The NASDAQ Stock Market LLC indicating that the company
is not in compliance with the $50 million minimum market value of
listed securities requirement set forth in NASDAQ Marketplace Rule
4450(b)(1)(A).  Furthermore, the company does not comply with
NASDAQ Marketplace Rule 4450(b)(1)(B), which is an alternative to
Rule 4450(b)(1)(A) and requires $50 million of total assets and
$50 million of total revenue for either the most recently
completed fiscal year or two of the last three completed fiscal
years.

There is no change in the trading of company common stock on the
NASDAQ Global Market at this time, and the company has been
provided 30 calendar days, or until Dec. 22, 2008, to regain
compliance with NASDAQ Marketplace Rule 4450(b)(1)(A).  The Staff
advised the company that such compliance can be achieved if, at
any time before Dec. 22, 2008, the market value of the listed
securities of the company's common stock is $50 million or more
for a minimum of 10 consecutive business days.

If the company does not regain compliance by Dec. 22, 2008, the
Staff will notify the company that its securities will be delisted
from the NASDAQ Global Market.  However, the company may appeal
the Staff's determination to delist its securities to a Listing
Qualifications Panel.  During any appeal process, shares of the
company's common stock would continue to trade on the NASDAQ
Global Market.  Alternatively, in the event that the company does
not believe that it will be able to regain compliance with NASDAQ
Marketplace Rule 4450(b)(1)(A), the company intends to apply to
transfer its securities to the NASDAQ Capital Market.

Headquartered in New York City, Antigenics Inc. (NASDAQ:AGEN) --
http://www.antigenics.com/-- is a biotechnology company focused
on developing technologies and product candidates to treat cancers
and infectious diseases, primarily based on immunological
approaches.  The company's principal product candidate is
Oncophage (vitespen), a patient-specific therapeutic cancer
vaccine candidate that has been tested, or is being tested, in
several cancer indications.


BIOVEST INTERNATIONAL: Provides More Info on 18MM Shares Offering
-----------------------------------------------------------------
Biovest International, Inc., filed a Form 424B3 with the
Securities and Exchange Commission to supplement information for
its offering of 18,000,000 shares of common stock.

A full-text copy of the prospectus supplement No. 27 and 28 are
available for free at http://ResearchArchives.com/t/s?3567and
http://ResearchArchives.com/t/s?3569

Based in Tampa, Florida, Biovest International Inc. (OTC BB: BVTI)
-- http://www.biovest.com/-- is a pioneer in the development of
advanced individualized immunotherapies for life-threatening
cancers of the blood system.  Biovest is a majority-owned
subsidiary of Accentia Biopharmaceuticals Inc., with its remaining
shares publicly traded.

Biovest International Inc.'s consolidated balance sheet at
June 30, 2008, showed $5.9 million in total assets, $36.8 million
in total liabilities, and $4.6 million in non-controlling
interests in variable interest entities, resulting in a
$35.5 million total stockholders' deficit.

                       Going Concern Doubt

Aidman Piser & Company P.A., in Tampa, Florida, expressed
substantial doubt about Biovest International Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Sept. 30,
2007, and 2006.  The auditing firm pointed to the company's
cumulative net losses since inception, cash used in operating
activities, and working capital deficiency.

At June, 2008, the company had an accumulated deficit of
approximately $108.1 million.


BIOVEST INTERNATIONAL: Amends Charters for Committee
----------------------------------------------------
Biovest International, Inc., enacted resolutions amending the
charters for its Audit Committee, Governance Committee, and
Compensation Committee to eliminate any requirement for members to
be independent as that term is defined in rules promulgated by
NASDAQ.

Based in Tampa, Florida, Biovest International Inc. (OTC BB: BVTI)
-- http://www.biovest.com/-- is a pioneer in the development of
advanced individualized immunotherapies for life-threatening
cancers of the blood system.  Biovest is a majority-owned
subsidiary of Accentia Biopharmaceuticals Inc., with its remaining
shares publicly traded.

Biovest International Inc.'s consolidated balance sheet at
June 30, 2008, showed $5.9 million in total assets, $36.8 million
in total liabilities, and $4.6 million in non-controlling
interests in variable interest entities, resulting in a
$35.5 million total stockholders' deficit.

                       Going Concern Doubt

Aidman Piser & Company P.A., in Tampa, Florida, expressed
substantial doubt about Biovest International Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Sept. 30,
2007, and 2006.  The auditing firm pointed to the company's
cumulative net losses since inception, cash used in operating
activities, and working capital deficiency.

At June, 2008, the company had an accumulated deficit of
approximately $108.1 million.


BIOVEST INTERNATIONAL: Asks Pulaski to Extend Promissory Notes
--------------------------------------------------------------
Biovest International, Inc., entered into an agreement with
Pulaski Bank and Trust Company of St. Louis, Misourri to extend
the maturity date of the Promissory Notes with Pulaski through
March 31, 2009.  In consideration for the Extension, the company
agreed to issue to Pulaski 100,000 shares of the company's
unregistered Common Stock.  Copies of the extended Pulaski Notes
are available for free at http://ResearchArchives.com/t/s?3563and
http://ResearchArchives.com/t/s?3564

On Oct. 29, 2008, and effective as of Oct. 15, 2008, the company
closed an additional agreement with one additional investor
related to a private placement of its 15% Secured Convertible
Debentures, which had an initial tranche closing on Sept. 22,
2008.  The definitive documents permit the company to place up to
$5,000,000 in principal amount of its Debentures.  The company has
sold $300,000 in principal amount of its Debentures to one
investor.

The Debentures are convertible into the company's common stock at
$0.32 per share and, provided certain conditions are satisfied,
the company may, at its option, redeem the Debentures for an
amount equal to 110% of the then outstanding principal.  Each
purchaser of Debentures in the Private Placement has the right
to elect to be repaid in one of these methods:

   a) Commencing six months after closing, the Debentures will be
      amortized through twelve equal monthly payments; or

   b) A single lump-sum payment of all remaining outstanding
      principal and accrued interest shall be made on March 31,
      2010.

All principal amortization payments and monthly interest payments
will be made in cash or the company may elect to make the payments
in shares of its common stock.  The company's ability to pay
interest with shares of company common stock will be subject to
specified conditions, including the existence of an effective
registration statement covering the resale of the shares issued in
payment of redemption amount unless the shares may be resold
pursuant to Rule 144 without volume or manner-of-sale restrictions
or current public information requirements.  Any common stock
delivered in satisfaction of an amortization payment will be
valued at the lesser of:

   (i) the conversion price in effect at the time of the
       amortization payment or

  (ii) 90% of the average of the daily volume weighted average
       price of the shares for the 20 trading days prior to the
       amortization payment date.  The company has the ability to
       make payment of interest with shares of the company's
       common stock if the conditions stated herein are not met,
       upon the consent of the holder of the Debenture, and in
       that event the common stock delivered in satisfaction of an
       amortization payment will be valued at the lesser of:
       (i) the conversion price in effect at the time of the
           amortization payment or
      (ii) 80% of the average of the daily volume weighted average
           price of the shares for the 20 trading days prior to
           the amortization payment date.

As a part of the Second Tranche of the Private Placement, the
company issued Warrants to the purchaser of the Debentures giving
him the right to purchase 468,750 shares of the company's common
stock at an exercise price of $0.40 per share.  The warrant
exercise prices are subject to adjustment for stock splits, stock
dividends, and the like.  Additionally, the Debentures issued in
the Second Tranche permit the holder to convert into 937,500
shares of the company's common stock.  In addition, the company
issued a total of 947,867 shares of its unregistered common stock
to the purchaser of the Debentures in payment of an Amended and
Restated Promissory Note which was converted into an investment in
the Debentures.

In the event that the company issues or grants in the future any
rights to purchase any of the company's common stock, or other
securities convertible into the company's common stock, for an
effective per share price less than the Conversion Price or in the
instance of warrants the Exercise Price then in effect, the
conversion price of all unconverted Debentures and the Exercise
Price of all unexercised Warrants will be decreased to equal such
lower price.  The adjustments to the Conversion Price and Exercise
Price for future stock issuances by the company will not apply to
certain exempt issuances, including stock issuances pursuant to
employee stock option plans and strategic transactions.

In connection with the Private Placement, the company and the
purchaser of the Debentures entered into a Security Agreement
under which the obligations pursuant to the Debentures and other
transaction documents are secured by a second lien in the
company's assets.

In connection with the Private Placement, the company and the
purchaser of the Debentures entered into a Registration Rights
Agreement under which the company is required, on or before Nov.
3, 2008, to file a registration statement with the SEC covering
the resale of the shares of company common stock issuable pursuant
to the Debentures and Warrants, or the maximum portion of such
issuable shares allowable pursuant to SEC Guidance, and to use its
best efforts to have the registration declared effective at the
earliest date.  The company will not be required to maintain the
effectiveness, or file another Registration Statement pursuant to
the Registration Rights Agreement with respect to any shares that
are eligible for resale without volume or manner-of-sale
restrictions pursuant to Rule 144.

On Oct. 29, 2008, and effective as of Oct. 15, 2008, the company
agreed to issue to the Purchaser in the Second Tranche of the
Private Placement a warrant to purchase a total of 375,000 shares
of the company's common stock at an exercise price of $0.40 per
share, vested immediately with a five-year term.  This warrant was
issued in consideration of the agreement of this Purchaser to
extend the maturity date of his existing promissory note which had
previously reached maturity.

A full-text copy of the warrant is available for free at
http://ResearchArchives.com/t/s?3565

                  About Biovest International, Inc.

Based in Tampa, Florida, Biovest International Inc. (OTC BB: BVTI)
-- http://www.biovest.com/-- is a pioneer in the development of
advanced individualized immunotherapies for life-threatening
cancers of the blood system.  Biovest is a majority-owned
subsidiary of Accentia Biopharmaceuticals Inc., with its remaining
shares publicly traded.

Biovest International Inc.'s consolidated balance sheet at
June 30, 2008, showed $5.9 million in total assets, $36.8 million
in total liabilities, and $4.6 million in non-controlling
interests in variable interest entities, resulting in a
$35.5 million total stockholders' deficit.

                       Going Concern Doubt

Aidman Piser & Company P.A., in Tampa, Florida, expressed
substantial doubt about Biovest International Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Sept. 30,
2007, and 2006.  The auditing firm pointed to the company's
cumulative net losses since inception, cash used in operating
activities, and working capital deficiency.

At June, 2008, the company had an accumulated deficit of
approximately $108.1 million.


BLEND LLC: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Blend, LLC
        2216 Palm Beach Lakes Blvd.
        West Palm Beach, FL 33409

Bankruptcy Case No.: 08-26681

Chapter 11 Petition Date: November 3, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Julianne R. Frank, Esq.
                  Frank, White-Boyd, P.A.
                  11382 Prosperity Farms Rd. #230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479

Total Assets: $4,326,107

Total Debts: $4,944,811

A list of the Debtor 11 largest unsecured creditors and a full-
text copy of the Debtor's schedules of assets and liabilities, and
statement of financial affairs, is available at no charge at:

           http://bankrupt.com/misc/flsb08-26681.pdf


BLUE WINGS: S&P Maintains 'BB+' Credit Rating on $150 Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB+'
credit ratings on the class A $150 million principal-at-risk
variable-rate notes series 1 issued by Blue Wings Ltd., under a
$1 billion shelf program sponsored by Allianz Global Corporate &
Specialty AG, and intermediated by Swiss Reinsurance Co. following
the reset performed under the terms and conditions of the notes.

On Nov. 19, 2008, Risk Management Solutions Inc., in its capacity
as reset agent, published a reset report for Blue Wings.  The
reset report includes updated attachment and exhaustion points for
the U.K. river flood index and U.S. earthquake notional portfolio.
The reset will become effective on Dec. 15, 2008.

Blue Wings is a special-purpose Cayman Islands exempted company
that was created for the sole purpose of issuing one or more
series of notes out of the $1 billion natural catastrophe shelf
program.  The objective of the series 1 note issuance was to
provide fully collateralized protection against high severity
losses incurred from earthquakes in Canada and in the U.S.
excluding California) and river floods in Great Britain.

Blue Wings is a multi-peril deal, comprising earthquake and river
flood risk.  The securitization covers North America earthquake
risk in Canada and all of the United States, excluding California,
using a modeled-loss trigger.


BROGAN HEART: Section 341(a) Meeting Set for December 9
-------------------------------------------------------
The United States Trustee for the Northern District of Texas
will convene a meeting of creditors in the bankruptcy case of W.
Chuck Brogan, III, M.D. PhD, P.A., dba Brogan Heart Center, on
December 9, 2008, at 2:30 p.m. at Lubbock, Room 310.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

In addition, parties-in-interest in the Debtor's cases may file
proofs of claim against the estate by March 9, 2009.

Based in Lubbock, Texas, W. Chuck Brogan, III, M.D. PhD, P.A.,
dba Brogan Heart Center, filed for chapter 11 protection on
November 3, 2008 (Bank. N.D. Tex. Case No. 08-50389). The Hon.
Robert L. Jones presides over the case.  Corey W. Haugland, Esq.,
at James and Haugland, P.C., in El Paso, Texas, represents the
Debtor as counsel. When it filed for bankruptcy, it listed
$5,382,913 in total assets, and $4,251,378 in total debts.


CALIFORNIA COVE: Panel Taps Greenberg Traurig as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
California Cove at San Elijo, LLC's bankruptcy case asks the
United States Bankruptcy Court for the Central District of
California for authority to employ Greenberg Traurig, LLP, as
counsel to the Committee, nunc pro tunc to Nov. 3, 2008.

As the Committee's counsel, Greenberg Traurig will, among others,
advise the Committee with respect to its rights, duties and powers
in the Debtor's case, consult with the Debtor's professionals or
representatives concerning the administration of the case, and
provide legal counsel to the Committee in its investigation of the
acts, conduct, assets, liabilities, and financial condition of the
Debtor, the operation of the Debtor's businesses, and any other
other matters relevant to the case.

As compensation for their services, Greenberg Traurig's
professionals bill:

     Professional                  Hourly Rate
     ------------                  -----------
     Shareholders/Of Counsel        $350-$775
     Associates                     $290-$500
     Legal Assistants/Paralegals    $140-$260

The current hourly rate of Nathan A. Schultz, Esq., of counsel at
Greenberg Trauring, the firm's principal attorney representing the
Committee, charges at $575 per hour.

Mr. Schultz assures the Court that the firm does not hold or
represent any interest adverse to the Debtor, its estates, or its
creditors, and that the firm is a "disinterested person" as that
term is defined in Sec. 101(14) of the Bankruptcy Code.

Headquartered in Irvine, California, California, Cove at San Elijo
LLC is a home builder and developer.  The company filed for
Chapter 11 protection on Sept. 5, 2008 (Bankr. C.D. Calif. Case
No. 08-15506).  David M. Poitras, Esq., at Jeffer, Mangels, Butler
& Marmaro LLP, in Los Angeles, California, represents the Debtor
as counsel.  On Sept. 26, 2008, an Official Committee of Unsecured
Creditors was appointed in the case.  When the Debtor filed for
protection from its creditors, it listed assets of between
$50 million and $100 million and debts of between $10 million and
$50 million.


CALIFORNIA COVE: Files Schedules of Assets and Liabilities
----------------------------------------------------------
California Cove at San Elijo, LLC, filed with the U.S. Bankruptcy
Court for the Central District of California, its schedules of
assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------      -----------
  A. Real Property               $44,200,000
  B. Personal Property              $384,741
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $59,478,783
     Secured Claims
  E. Creditors Holding                                   $800
     Unsecured Priority
     Claims
  F. Creditors Holding                             $5,900,768
     Unsecured Non-priority
     Claims
                                 -----------      -----------
TOTAL                            $44,584,741      $65,380,351

Headquartered in Irvine, California, California, Cove at San Elijo
LLC is a home builder and developer.  The company filed for
Chapter 11 protection on Sept. 5, 2008 (Bankr. C.D. Calif. Case
No. 08-15506).  David M. Poitras, Esq., at Jeffer, Mangels, Butler
& Marmaro LLP, in Los Angeles, California, represents the Debtor
as counsel.  Nathan A. Schultz, Esq., at Greenberg Traurig, LLP,
represents the Official Committee of Unsecured Creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of between $50 million and $100 million and debts
of between $10 million and $50 million.


CALIFORNIA COVE: Court Sets January 30, 2009 Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
the District of Colorado has set a Jan. 20, 2009 deadline for the
filing proofs of claim in California Cove at San Elijo, LLC's
bankruptcy case.

Proofs of claim and interests must be timely filed with the Clerk
of the United States Bankruptcy Court at 411 W. 4th Street, Suite
2030, CA 92701.

Headquartered in Irvine, California, California, Cove at San Elijo
LLC is a home builder and developer.  The company filed for
Chapter 11 protection on Sept. 5, 2008 (Bankr. C.D. Calif. Case
No. 08-15506).  David M. Poitras, Esq., at Jeffer, Mangels, Butler
& Marmaro LLP, in Los Angeles, California, represents the Debtor
as counsel.  Nathan A. Schultz, Esq., at Greenberg Traurig, LLP,
represents the Official Committee of Unsecured Creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of between $50 million and $100 million and debts
of between $10 million and $50 million.


CALPINE CORP: Harbinger May Buy More Shares of Mirant and Calpine
----------------------------------------------------------------
The Federal Energy Regulatory Commission on November 6, 2008,
granted authorization under Section 203(a)(1) of the Federal Power
Act for the disposition of up to 25% of the outstanding voting
securities of Mirant Corp. to Harbinger.

The FERC also gave conditional authority to Harbinger to purchase
more than 20% of Calpine Corporation's securities.  According to
the FERC, "even if Harbinger would control both Mirant and
Calpine, following the proposed transaction there would be no
adverse effect on competition in terms of horizontal market
power."  The transaction would not result in vertical market
power, the FERC said, and would not have adverse effects on rates
or regulation and not result in cross-subsidization.

The FERC also authorized Harbinger to take stakes of as much as
20% in Entegra Power Group and Sunoco Power Generation.

According to the Dow Jones Newswires, the FERC must approve
investments in energy companies of $63,100,000 or more.  FERC is
required to approve a transaction if it finds it to be consistent
with the public interest under Section 203 (a)(4) of the FPA.
The Commission weighs three factors in considering a proposed
transaction:

  (1) the effect on competition;
  (2) the effect on rates; and
  (3) the effect on regulation.

FERC also must determine that the transaction will not result in
cross-subsidization or a pledge of encumbrance of utility assets
for the benefit of an associate company.

Meanwhile, Harbinger Capital Partners Special Situations Fund,
L.P., disclosed in a Form 4 filed with the Securities and Exchange
Commission on November 6, 2008, that it disposed of a total of
almost 1,000,000 shares of Mirant Corp. common stock on these
dates:

                                          Shares Owned
                    Disposed                  After
  Date               Shares     Price      Transaction
  ----              --------    -----     ------------
  Nov. 4, 2008        24,000   $17.22       2,710,756
  Nov. 4, 2008       500,000    17.00       2,710,756
  Nov. 5, 2008         2,000    16.74       2,208,756
  Nov. 5, 2008       458,756    16.45       1,750,000

In a Form 3 filed on November 4, 2008, Harbinger Capital Partners
Master Fund I, Ltd., disclosed that it beneficially owns
18,000,000 shares of Mirant common stocks.

Of the securities, 15,265,244 shares may be deemed to be
indirectly beneficially owned by Harbinger Capital Partners
Offshore Manager, L.L.C.; HMC Investors, L.L.C.; Philip Falcone;
Raymond J. Harbert; and Michael D. Luce.

Of the securities, 2,734,756 shares may be deemed to be
indirectly beneficially owned by Harbinger Capital Partners
Special Situations GP, LLC; HMC-New York, Inc.; Harbert
Management Corporation; and Messrs. Falcone, Harbert and Luce.

Harbinger disclosed that it owns 10% or almost 10% of the Mirant
common stock outstanding as of the November 5, 2008 transaction.

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE:
MIR) -- http://www.mirant.com/-- is an energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included.  On Feb. 15, 2007, Mirant NY-Gen filed its Chapter 11
Plan of Reorganization and on Feb. 22 filed a Disclosure Statement
explaining that Plan.  The Court approved the adequacy of Mirant
NY-Gen's Disclosure Statement on March 22, 2007, and confirmed the
Amended Plan on May 7, 2007.  Mirant NY-Gen emerged from Chapter
11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan of
Reorganization.  The Court confirmed Mirant Lovett's Plan on
Sept. 19, 2007.  Mirant Lovett emerged from bankruptcy on
Oct. 2, 2007.

                          About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of Jan. 31, 2008.


CASTAWAYS HOTEL: Former Workers Won't Get Paid for Wages
--------------------------------------------------------
Cy Ryan at Las Vegas Sun reports that the Nevada Supreme Court
ruled that former Castaways Hotel and Casino workers won't be able
to collect their unpaid wages from the company's managers.

Six months after Castaways Hotel filed for Chapter 11 protection
in June 2003, the workers were fired and the club closed, Las
Vegas Sun states.

The U.S. Ninth Circuit Court of Appeals, says Las Vegas Sun, is
considering a lawsuit filed by former employees Thelma Boucher,
Ardith Ballard, and Joseph Kennedy III against Castaways Hotel.
The report states that the former workers sought to collect from:

     -- former Castaways Hotel chairperson and CEO Dan Shaw;

     -- Michael Villamor, who was responsible for handling labor
        and employment matters for the hotel-casino; and

     -- James Van Woerkom, former chief financial officer.

Las Vegas Sun relates that Mr. Shaw held 70% and Mr. Villamor held
30% ownership in VSS Enterprises, which owned the Castaways Hotel.

According to Las Vegas Sun, the Supreme Court said that the
company's managers can't be responsible for the employees' unpaid
wages.  The Hon. Ron Parraguirre of the Supreme Court said that
Nevada law makes the employer responsible for paying wages, but
the definition of "employer" was ambiguous, Las Vegas Sun reports.
An interpretation of the law shows it "was not designed to extend
personal liability to individual managers of corporations in
derogation of existing Nevada corporate law," the report states,
citing Judge Parraguirre.

The Castaways Hotel and Casino was located at the north end of the
Boulder Strip in Las Vegas, Nevada.  The hotel consisted of a 19
story tower containing 445 rooms, an 80,000-square-foot (7,400 m2)
casino, and an adjacent RV park.

As reported in the Troubled Company Reporter on Feb. 9, 2004, The
Castaways Hotel and Casino was forced to shut its doors Jan. 29,
2004.


CENTERBANK: Weiss Ratings Assigns "Very Weak" E- Rating
-------------------------------------------------------
Weiss Ratings has assigned its E- rating to Milford, Ohio-based
CenterBank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

CenterBank is not a member of the Federal Reserve.  Deposits have
been insured by the Federal Deposit Insurance Corporation since
March 15, 2000.  CenterBank's Web site at
http://www.centerbank4me.com/says it offers a full range of
financial products and is one of the leading SBA lenders in the
state of Ohio.

FDIC data shows that CenterBank has two branches.  At September
30, 2008, CenterBank disclosed $89 million in assets and $82
million in liabilities in its regulatory filings.


CENTERPLATE INC: Sept. 30 Balance Sheet Upside Down by $57.1 Mil.
-----------------------------------------------------------------
Centerplate, Inc., reported financial results for the third
quarter ended September 30, 2008.  As of September 30, the
company's balance sheet showed total assets of $330,632,000 and
total liabilities of $387,786,000, resulting in total
stockholders' deficiency of $57,154,000.

Net sales for the quarter increased $32.7 million, or 13.3%, to
$278.8 million, compared with net sales of $246.1 million for the
third quarter of 2007.

The net sales increase for the third quarter of 2008 was primarily
driven by improved Major League Baseball (MLB) sales of $22.8
million due to the opening of the Washington Nationals ball park,
increased attendance at a number of the company's MLB facilities,
and the 2008 All-Star game which took place at Yankee Stadium in
July.  Sales at convention centers increased $5.1 million due to
increased events at some of the company's major convention centers
and the commencement of operations at the Orange County Convention
Center in August 2008. In addition, National Football League (NFL)
sales increased $2.0 million primarily due to the timing of games
played during the quarter versus prior year, and sales at all
other facilities increased $2.8 million.

Adjusted earnings before interest, income taxes, depreciation and
amortization (EBITDA) decreased $3.5 million, or 13.4%, to $22.6
million for the third quarter of 2008 compared to $26.1 million in
the third quarter of 2007, primarily due to $2.6 million in
transaction costs associated with completing the merger agreement
with Kohlberg & Company. Excluding these transaction costs,
adjusted EBITDA for the third quarter decreased $0.9 million, or
3.8%, to $25.2 million compared to the third quarter of 2007. This
decline is due to lower spending and higher labor costs at some
convention centers and softness at some sports facilities driven
by the economic downturn, opening expenses at the Washington
Nationals and Orange County Convention Center and higher
commissions at several of the company's facilities.

"We continue to be focused on completing our merger with Kohlberg
& Company as we are confident it will enhance our current
partnerships and make us more competitive in the market," said
Janet Steinmayer, President and Chief Executive Officer of
Centerplate.  She added, "Net sales for the quarter increased
primarily due to new accounts; however adjusted EBITDA for the
quarter decreased due to opening expenses incurred at these new
accounts, the softening economy, higher commissions, and
transaction costs related to the company's merger with Kohlberg &
Company."

For the thirty-nine weeks ended September 30, 2008, net sales
increased 13.6% to $650.3 million from $572.3 million in the
comparable period in 2007. Adjusted EBITDA for the thirty-nine
week period was $40.9 million compared to $46.8 million in the
comparable period in 2007. The decline was partially due to $4.0
million in legal and transaction costs associated with the
company's exploration of capital structure and other alternatives,
including the merger with Kohlberg & Company. Excluding these
transaction costs, adjusted EBITDA declined $1.9 million, or 4.1%,
due to the softening economy and opening expenses at several new
venues.

For the third quarter of 2008, the company reported a net loss of
$24.9 million, or a loss of $1.19 per share, compared to net
income of $6.0 million, or $0.27 per share, in the third quarter
of 2007. The decline in net income was primarily due to an
increase in income tax expense. This increase was the result of
the company's conclusion that it would not generate sufficient
taxable income in the near future to realize all of its net
deferred tax assets in the United States. The company therefore
recorded a full valuation allowance against its net deferred tax
assets in the amount of $24.2 million. These tax assets can be
recovered in the future should the company generate sufficient
taxable income to utilize them. For the thirty-nine weeks ended
September 30, 2008, the company reported a net loss of $33.6
million or a loss of $1.60 per share compared to income of $0.2
million in the prior year period or $0.01 per share. This decline
was primarily due to an increase in income tax expense.

A full-text copy of the company's Quarterly Report is available
for free at http://researcharchives.com/t/s?3575

In a regulatory filing, Kevin F. McNamara, chief financial officer
of Centerplate Inc. relates that the company entered into an
Agreement and Plan of Merger with KPLT Holdings, Inc., and KPLT
MergerCo, Inc., on September 18, 2008.  On the same day, the
company entered into a Seventh Amendment to its Credit Agreement.
"Without the Seventh Amendment, we would not have been able to
comply with our financial covenants beginning in September 2008
due primarily to expenses incurred in connection with our
exploration of capital structure and other alternatives and
entering into the Merger Agreement," Mr. McNamara says.  "The
company's inability to maintain compliance with the financial
maintenance covenants under the Credit Agreement in the event the
Merger is not consummated raises substantial doubt about the
company's ability to continue as a going concern."

                         About Centerplate

Headquartered in Stamford, Connecticut, Centerplate --
http://www.centerplate.com/-- is a provider of food and related
services, including concessions, catering and merchandise
services, in more than 130 sports facilities, convention centers
and other entertainment venues throughout the United States and
Canada.


CHESAPEAKE ENERGY: May Issue $2BB in Common Shares to Raise Cash
----------------------------------------------------------------
Chesapeake Energy Corp. in filings with the Securities and
Exchange Commission said that it may issue almost $2 billion in
common shares in the coming months to raise operating cash and to
fund drilling leases it is trying to renegotiate.

According to Ana Campoy, Ben Casselman, and Russell Gold at The
Wall Street Journal, the move could substantially dilute
shareholders' investment, when Chesapeake Energy's stock already
dropped 70% since July.

WSJ relates that Chesapeake Energy is trying to shore up its
"tattered" finances as it is burdened by heavy debt, dropping gas
prices, and tight credit, which all could drain the company of its
available cash.

                Distribution Agency Agreements

On Nov. 26, Chesapeake Energy said in a filing with the SEC that
it has entered into distribution agency agreements with Credit
Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated,
and UBS Securities LLC -- the sales agents -- relating to shares
of Chesapeake Energy's common stock, par value $0.01 per share,
offered by this prospectus supplement and the accompanying
prospectus.  In accordance with the terms of the distribution
agency agreements, Chesapeake Energy may offer and sell shares of
its common stock having an aggregate offering price of up to
$1.0 billion from time to time through the sales agents.  Sales of
the shares, if any, will be made by means of ordinary brokers'
transactions on the New York Stock Exchange at market prices, in
block transactions or as otherwise agreed with the applicable
sales agent.  The company will pay each sales agent a commission
equal to 0.75% of the gross sales price per share of shares sold
through it as agent under the distribution agency agreement.

Under the terms of the distribution agency agreements, Chesapeake
Energy also may sell shares of common stock to Credit Suisse
Securities (USA) LLC, Morgan Stanley & Co. Incorporated or UBS
Securities LLC, as principal for its own account at a price agreed
upon at the time of sale.  If the company sells shares to Credit
Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated or
UBS Securities LLC, as principal, they will enter into a separate
terms agreement setting forth the terms of such transaction, and
describe the agreement in a separate prospectus supplement or
pricing supplement.

No sales agent is required to sell any specific number or dollar
amount of shares of Chesapeake Energy common stock, but, subject
to the terms and conditions of the distribution agency agreements
and unless otherwise agreed by the sales agents and the company,
each sales agent will use its reasonable efforts to sell the
shares offered as the company's agent.  There is no arrangement
for shares to be received in an escrow, trust or similar
arrangement.  The offering of common stock pursuant to the
distribution agency agreements will terminate upon the earlier of
(i) the sale of all shares of common stock subject to the
distribution agency agreements or (ii) with respect to a
particular distribution agency agreement, the termination of that
distribution agency agreement by Chesapeake Energy or by the
applicable sales agent.

Chesapeake Energy common stock is listed for trading on the NYSE
under the symbol "CHK."  On Nov. 25, 2008, the last reported sale
price of the common stock on the NYSE was $18.24 per share.

               Marcellus Share Joint Venture

On Nov. 25, 2008, Chesapeake Energy disclosed the closing of its
Marcellus Shale joint venture transaction with StatoilHydro.
Chesapeake Energy sold a 32.5% interest in its Marcellus Shale
assets in Appalachia for $3.375 billion of consideration and
retained a 67.5% working interest.  The assets included
approximately 1.8 million net acres of leasehold, of which
StatoilHydro now owns approximately 0.6 million net acres and
Chesapeake Energy owns approximately 1.2 million net acres.

Chesapeake Energy received $1.25 billion in cash from StatoilHydro
at closing and will receive a further $2.125 billion from 2009 to
2012 through StatoilHydro funding 75% of Chesapeake Energy's 67.5%
share of drilling and completion expenditures until the $2.125
billion obligation has been funded.  Chesapeake Energy plans to
continue acquiring leasehold in the Marcellus Shale play and
StatoilHydro has the right to a 32.5% participation in any such
additional leasehold.

Additionally, Chesapeake Energy and StatoilHydro are evaluating
opportunities for their international strategic alliance to
jointly explore unconventional natural gas opportunities
worldwide.

Aubrey K. McClendon, Chesapeake Energy's Chief Executive Officer,
commented, "We are pleased to close our joint venture with
StatoilHydro and look forward to creating substantial value for
both companies in the years ahead.   We are honored to partner
with one of the leading international oil and gas companies and
are excited about the opportunities to jointly export our world
class unconventional natural gas technology for further long-term
growth."

Chesapeake was advised on the transaction by Jefferies Randall &
Dewey of Houston, Texas.

               About Chesapeake Energy Corporation

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville
Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf
Coast, Ark-La-Tex and Appalachian Basin regions of the United
States.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 15, 2008,
Standard & Poor's Ratings Services said that its ratings,
including its 'BB' corporate credit rating, on Chesapeake Energy
Corp. remain on CreditWatch with positive implications, where they
were placed on July 9, 2008.

In May 2002, S&P assigned its 'BB' rating to Chesapeake Energy
Corp.'s proposed $800 million senior notes due 2018 and
$500 million in contingent senior notes due 2038.  The recovery
rating is '4', indicating our expectation of average (30%-50%)
recovery in the event of a payment default.

As disclosed in the Troubled Company Reporter on May 22, 2008,
Moody's Investors Service assigned Ba3 (LGD 4; 62%) ratings to
Chesapeake Energy's pending $800 million offering of ten year
senior unsecured notes and $1 billion or more offering of thirty-
year contingent convertible senior notes.  Moody's also moved the
rating outlook up to stable from negative.  Moody's also affirmed
CHK's Ba2 corporate family, Baa3 hedge facility, Ba2 probability
of default, SGL-3 liquidity ratings, and existing Ba3 note ratings
but changed the LGD statistics from LGD 4; 61% to LGD 4; 62%.

As reported in the Troubled Company Reporter on Oct. 27, 2008,
Fitch Ratings affirmed Chesapeake Energy Corporation's Issuer
Default Rating at 'BB' following the company's recently announced
updated financial position and plans to cut capital expenditures.
The Rating Outlook remains Negative.


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

Bankruptcy Case No.: 08-18586

Chapter 11 Petition Date: October 30, 2008

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

Bankruptcy Judge: Geraldine Mund

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

Total Assets: $899,502

Total Debts: $1,585,582

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

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


CHRYSLER LLC: Expected November Sale Drop May Help Bailout Plea
---------------------------------------------------------------
Alex P. Kellogg at The Wall Street Journal reports that an
expected decline in auto sales for November could help Ford Motor
Co., GM, and Chrysler LLC make their case before the Congress for
a government bailout.

If the three companies succeed, the Congress could start
considering legislation next week, according to WSJ.  The report
says that big declines for stronger rivals like BMW, Toyota Motor
Corp., and Honda Motor Co. would support GM, Ford Motor, and
Chrysler's argument that the financial crisis is a major cause of
trouble across the auto industry.

Citing Barclays Capital, WSJ says that vehicle sales in November
are expected to come in at an annualized pace of below 11 million
vehicles, a slight improvement from October's rate of
10.6 million.  The report states that the November 2008 vehicle
sales would be five million vehicles below the 16.1 million year-
ago seasonally adjusted annualized rate.  GM, Ford Motor, and
Chrysler could suffer 30% drops or more in their sales, according
to the report.

          PBGC Express Concern on Use of Pension Funds

WSJ reports that the U.S. Pension Benefit Guaranty Corp. has
written to GM, Ford Motor, and Chrysler, asking for projections on
how they will use their pension plans to cover early retirements
or other buyout deals.  PBGC, says the report, is concerned that
the companies' use of pension funds to pay for restructuring
threatens to drain the funds.  The agency is worried that it might
have to step in to make the payments, the report states.

WSJ relates that the three companies' pension plans currently are
currently overfunded and PBGC Director Charles E. F. Millard said
that they won't have any funding problems in the next year or so.
WSJ says that Mr. Millard was worried of the continued use of the
plans for other corporate purposes, including restructuring, as
Ford Motor, GM, and Chrysler could take several more years to
restructure and could use the pension plans to cover the cost of
offering buyouts and early retirement.

The PBGC reported a $14 billion deficit in 2007, which was
narrowed to $11 billion in September 2008, according to WSJ.

                       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.


CIRCUIT CITY: Alvarez & Marsal Appointed as InterTAN Monitor
------------------------------------------------------------
The Honorable Justice Geoffrey B. Morawetz at the Superior Court
of Justice (Commercial List) for the Province of Ontario, in
Canada, appointed Alvarez & Marsal Canada ULC as InterTAN Canada
Ltd. and Tourmalet Corporation's monitor on November 10, 2008.

As an officer of the Court, Alvarez & Marsal will monitor
InterTAN's property and conduct of business with the powers and
obligations set out in the Companies' Creditors Arrangement Act.
Mr. Justice Morawetz ordered InterTAN and its shareholders and
officers to advise the Monitor of all material steps taken by the
company pursuant to the Court's initial stay order.  InterTAN is
also advised to cooperate fully with the Monitor in the exercise
of its powers and discharge of its obligations.

In addition to its rights and obligations under the CCAA, Alvarez
& Marsal will:

  (a) monitor InterTAN's receipts and disbursements;

  (b) liaise with InterTAN's financial advisor and investment
      bankers with respect to all matters relating the Property,
      the Business and other matters as may be relevant to the
      proceedings;

  (c) report to the Court with respect to matters relating to
      the Property, the Business, and other relevant matters;

  (d) assist InterTAN in its dissemination to the Canadian Agent
      of financial and other information as agreed to between
      InterTAN and the Canadian Agent;

  (e) advise InterTAN and its financial advisor in the
      preparation of InterTAN's cash flow statements and
      reporting required by the Canadian Agent, which
      information will be reviewed with the Monitor and
      delivered to the Canadian Agent and its counsel;

  (f) advise InterTAN in its development of a plan of compromise
      or arrangement, and any amendments to the Plan;

  (g) assist InterTAN with the establishment of a claims
      process, and the holding and administering of creditors'
      meetings for voting on the Plan;

  (h) have full and complete access to InterTAN's books, records
      and management, employees, advisors and investment
      bankers, and to the Business and the Property to the
      extent required;

  (i) be at liberty to engage independent legal counselor as the
      Monitor deems necessary or advisable respecting the
      exercise of its powers and performance of its obligations;

  (j) if deemed advisable, prepare a report and assessment on
      the Plan; and

  (k) perform other duties as are required by the Initial CCAA
      Stay Order or by the Court from time to time.

The Court clarified that Alvarez & Marsal will not take
possession of the Property, and will take no part in the
management or supervision of the Business.

In addition to the rights and protections afforded to the Monitor
under the CCAA, Alvarez & Marsal  will incur no liability or
obligation as a result of its appointment, save and except for
any gross negligence or willful misconduct on its part.

Alvarez & Marsal, its counsel and InterTAN's counsel will be paid
their reasonable fees and disbursements by InterTAN as part of
the costs of the proceedings.  Mr. Justice Morawetz also directed
InterTAN to pay Alvarez & Marsal $100,000, and InterTAN's counsel
$200,000, as security for payment of their fees and disbursements
outstanding from time to time.

Mr. Justice Morawetz further ruled that Alvarez & Marsal and
InterTAN, and their counsel and financial advisors will be
entitled to the benefit of, and are granted a charge on the
Property, which charge will not exceed an aggregate amount of
$2,000,000, as security for their professional fees and
disbursements incurred.

                       About InterTAN Canada

InterTAN Canada, Ltd., is a leading specialty retailer of consumer
electronics in Canada, and is the operating Canadian subsidiary of
the major U.S.-based electronics retailer Circuit City Stores,
Inc.  InterTAN operates retail stores under "The Source" brand,
and has employed around 3,130 employees as of September 30, 2008.

Tourmalet Corporation is an indirect, wholly owned subsidiary of
Circuit City, and is a non-operating holding company, whose sole
asset is the preferred stock of InterTAN Inc., the sole
shareholder of InterTAN Canada.

InterTAN Canada and Tourmalet on Nov. 10, 2008, sought and
obtained an initial order from the Superior Court of Justice
(Commercial List) for the Province of Ontario, on November 10,
2008, granting them protection from certain creditors under the
Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
amended.  Alvarez & Marsal Canada ULC has been appointed as CCAA
Monitor for the Applicants' case.  Jay Carfagnini and Joseph
Latham, Esq., at Goodmans LLP, represent A&M.

Edward Sellers, Jeremy Dacks, and Marc Wasserman, Esq., at Osler,
Hoskin & Harcourt LLP, are the Applicants' counsel.  NM Rothschild
& Sons Canada Limited, has been tapped as investment banking
advisor, and FTI Consulting has been engaged as financial advisor
for the Applicants.

As of September 30, 2008, InterTAN had total assets of
approximately $370,000,000, and total liabilities of $110,000,000

Headquartered in Richmond, Virginia, Circuit City Stores (NYSE:
CC) together with 17 affiliates filed a voluntary petition for
reorganization relief under Chapter 11 of the Bankruptcy Code on
November 10 (E.D. Virg. Lead Case No. 08-35653).

               About Circuit City Stores, Inc.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty
retailer of consumer electronics, home office products,
entertainment software and related services. The company has two
segments: domestic and international.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (E.D. Virg. Lead Case
No.: 08-35653).  InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc. and Rotschild Inc. as
financial advisors. The Debtors' Canadian general restructuring
counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson
Consultants LLC is the Debtors' claims and voting agent.

The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

(Circuit City Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: InterTAN Obtains CCAA Stay, Access to $60-Mil. Loan
-----------------------------------------------------------------
InterTAN Canada Ltd. and Tourmalet Corporation sought and obtained
an initial order from the Superior Court of Justice (Commercial
List) for the Province of Ontario, on November 10, 2008, granting
them protection from certain creditors under the Companies'
Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended.

Tourmalet is an indirect, wholly owned subsidiary of Circuit City,
and is a non-operating holding company, whose sole asset is the
preferred stock of InterTAN Inc., the sole shareholder of
InterTAN.

Pursuant to the Initial CCAA Stay Order, the Honorable Justice
Geoffrey B. Morawetz ruled that until and including December 9,
2008, no proceeding or enforcement process in any court or
tribunal will be commenced or continued against or in respect of
InterTAN, and Alvarez & Marsal Canada ULC, as the Court-appointed
Monitor, or affecting InterTAN's business or property.

During the Stay Period, no person is allowed to discontinue,
interfere with, terminate or cease to perform any right or
agreement in favor of or held by InterTAN, except with the
written consent of InterTAN and the Monitor.  In addition, the
Court restrained all persons having oral or written agreements
with InterTAN for the supply of goods or services from
discontinuing or interfering with the supply of those goods or
services.

No Proceeding may be commenced or continued against any of
InterTAN's former, current or future directors or officers with
respect to any claim against them that arose before the CCAA
Petition Date.  Mr. Justice Morawetz directed InterTAN to
indemnify its directors and officers from all claims and charges
relating to its failure to make payments on future wages, which
they sustain or incur in relation to their capacities as
directors and officers.

The Initial CCAA Stay Order provides that InterTAN's directors
and officers will be entitled to the benefit of, and are granted
a charge on InterTAN's property up to an aggregate amount of
$19,300,000, as security for the Court-mandated indemnity.

                   $60,000,000 DIP Financing

InterTAN, together with Circuit City Stores, Inc., and affiliates
who filed for Chapter 11 protection in the U.S. Bankruptcy Court
for the Eastern District of Virginia, entered into the
$1,100,000,000 DIP Facility with Bank of America, N.A., as
administrative agent, and several lenders, including General
Electric Capital Corporation and Wells Fargo Retail Finance,
LLLC.

Mr. Justice Geoffrey Morawetz of the Ontario Court has authorized
InterTAN to obtain and borrow funding under the DIP Facility to
finance InterTAN's working capital requirements and other general
corporate purposes and capital expenditures, provided that its
borrowings under the DIP Facility will not exceed $60,000,000
unless permitted by further Court order.

Bank of America, N.A. (Canadian Branch), in its capacity as a
lender and Canadian agent, will be entitled to the benefit of,
and is granted a charge on InterTAN's Property, which charge will
not exceed the aggregate amount owed to the DIP Lenders under the
DIP Facility.

Subject to availability under the DIP Facility, InterTAN will be
entitled, but not required, to pay certain expenses, whether
incurred prior to or after the Initial CCAA Stay Order, including
(i) all outstanding and future wages, salaries, employee and
pension benefits, vacation pay, bonuses and expenses incurred in
InterTAN's ordinary course of business, (ii) the fees and
disbursements of any assistants retained in respect of the CCAA
proceedings, and payments in respect of the key employee
retention program.

                       About InterTAN Canada

InterTAN Canada, Ltd., is a leading specialty retailer of consumer
electronics in Canada, and is the operating Canadian subsidiary of
the major U.S.-based electronics retailer Circuit City Stores,
Inc.  InterTAN operates retail stores under "The Source" brand,
and has employed around 3,130 employees as of September 30, 2008.

Tourmalet Corporation is an indirect, wholly owned subsidiary of
Circuit City, and is a non-operating holding company, whose sole
asset is the preferred stock of InterTAN Inc., the sole
shareholder of InterTAN Canada.

InterTAN Canada and Tourmalet on Nov. 10, 2008, sought and
obtained an initial order from the Superior Court of Justice
(Commercial List) for the Province of Ontario, on November 10,
2008, granting them protection from certain creditors under the
Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
amended.  Alvarez & Marsal Canada ULC has been appointed as CCAA
Monitor for the Applicants' case.  Jay Carfagnini and Joseph
Latham, Esq., at Goodmans LLP, represent A&M.

Edward Sellers, Jeremy Dacks, and Marc Wasserman, Esq., at Osler,
Hoskin & Harcourt LLP, are the Applicants' counsel.  NM Rothschild
& Sons Canada Limited, has been tapped as investment banking
advisor, and FTI Consulting has been engaged as financial advisor
for the Applicants.

Headquartered in Richmond, Virginia, Circuit City Stores (NYSE:
CC) together with 17 affiliates filed a voluntary petition for
reorganization relief under Chapter 11 of the Bankruptcy Code on
November 10 (E.D. Virg. Lead Case No. 08-35653).

(Circuit City Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

               About Circuit City Stores, Inc.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty
retailer of consumer electronics, home office products,
entertainment software and related services. The company has two
segments: domestic and international.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (E.D. Virg. Lead Case
No.: 08-35653).  InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc. and Rotschild Inc. as
financial advisors. The Debtors' Canadian general restructuring
counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson
Consultants LLC is the Debtors' claims and voting agent.

The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

(Circuit City Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: InterTAN Considering Sale of Business, Says Monitor
-----------------------------------------------------------------
Alvarez & Marsal Canada ULC, which has consented to act as monitor
in the proceedings under the Companies' Creditors Arrangement Act
commenced by InterTAN Canada Ltd. and Tourmalet Corporation,
delivered its first monitor report to the Superior Court of
Justice (Commercial List) for the Province of Ontario,
in Canada.

A full-text copy of the Monitor's Report is available for free
at http://bankrupt.com/misc/InterTAN_1stMonitorReport.pdf

In preparing the Report, Alvarez & Marsal said, it has relied
upon unaudited financial information, InterTAN's books and
records, and discussions with management.  Alvarez & Marsal
informed the Court that it has not audited, reviewed, or
attempted to verify the accuracy or completeness of the
information, and accordingly, the Monitor expresses no opinion or
other assurance on the information contained in the Report.

Alvarez & Marsal disclosed that it was retained by InterTAN on
October 31, 2008, as the proposed monitor.  Since that date,
Alvarez & Marsal has been reviewing InterTAN's available
financial information to gain knowledge of InterTAN's business
and financial affairs, and has been preparing for InterTAN's
anticipated CCAA application.

                         Credit Facility

InterTAN's sole secured credit facility was established under an
agreement between borrowers Circuit City, certain of its U.S.
affiliates and InterTAN, and Bank of America N.A. as agent and
lender.  Tourmalet is not a party to the Credit Facility but it
has guaranteed InterTAN's obligations.

As a result of the U.S. Debtors' commencement of Chapter 11
proceedings, the Credit Facility was terminated, and the parties
to that loan agreement entered into a Debtor-in-Possession loan
facility.

Unlike the Credit Facility, Alvarez & Marsal said that the DIP
Facility provides that credit would only be advanced to Circuit
City on the condition that InterTAN become a joint and several
borrower for all advances and a guarantor for the entire
facility, including existing advances to the U.S. Debtors, and to
have all of InterTAN's assets pledged as security for those
obligations.  Alvarez & Marsal also understands that the DIP
Lenders will only extend credit to InterTAN if the DIP Facility
is approved by the Court under the CCAA with a charge over all of
the assets and property of InterTAN.

                 InterTAN's Financial Position

As of September 30, 2008, InterTAN had total assets of
approximately $370,000,000, the Report disclosed.  InterTAN's
current assets represented $218,622,642 of its total assets,
including $148,131,256 of inventory, $49,958,615 of current
accounts and notes receivables, and $5,798,376 in cash.  Non-
current assets were comprised primarily of property, plant and
equipment of $44,936,936, notes receivable of $90,862,414, which
represents promissory notes from InterTAN, Inc. and Tourmalet,
and goodwill of $8,729,887.

As of September 30, InterTAN's total liabilities were
approximately $110,000,000, consisting of current liabilities of
$89,465,123, miscellaneous long-term liabilities of $20,222,964
and inter-company payables of $251,050.  Current liabilities
included $49,723,903 of trade accounts payable, accrued expenses
of $22,215,186, deferred service contract revenue of $9,801,152,
and short term bank borrowings of $7,500,000.

In preparation for a CCAA application, InterTAN with the
assistance of its financial advisor FTI Consulting prepared a 17-
week cash flow forecast.  As set out in the Cash Flow Forecast,
InterTAN's borrowings under the Credit Facility were projected to
be approximately $43,300,000 through November 9, 2008.

A copy of the Cash Flow Forecast can obtained at no charge at:

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

Due to the seasonal nature of InterTAN's business, the credit
requirements to fund its operations are projected to reduce
rapidly throughout December as it receives the proceeds from the
Christmas sale season.  Borrowings under the DIP Facility
required to fund InterTAN's operations are projected to be
reduced to approximately $1,000,000 by January 4, 2009.  From
that time forward, the Cash Flow Forecast indicates that
borrowings under the DIP Facility to fund InterTAN's operations
will range from $600,000 to $8,600,000 through the week ending
March 1, 2009.

                   Restructuring of InterTAN

The Monitor told the Court that one of the restructuring
alternatives to be pursued by InterTAN and the U.S. Debtors is the
sale of all or a portion of their businesses.  In early 2008,
Circuit City considered strategic options with respect to
InterTAN, including pursuance of a divestiture transaction
involving InterTAN.  To date, the sales initiative has not
resulted in the completion of a transaction involving InterTAN.

On October 9, 2008, InterTAN's shareholder, InterTAN, Inc.,
executed a unanimous shareholder's declaration wholly relieving
the board of directors of InterTAN of their directorial powers.

Alvarez & Marsal also noted that the DIP Facility requires the
implementation of a court-approved sales process with respect to
the assets and business of the U.S. Debtors.  However, there is
no specific requirement in the DIP Facility for a sale process
with respect to the business and property of InterTAN.  It is
InterTAN's view that a sales process ought to be pursued
concurrently with other restructuring and refinancing options in
an effort to maximize stakeholder value, the Monitor notes.  NM
Rothschild & Sons Canada Limited has been engaged as an
investment banking advisor to pursue strategic alternatives for
InterTAN.

The financing of InterTAN's Canadian operations is intertwined
with the financing of Circuit City's U.S. operations as the
Canadian and U.S. entities are parties to the same DIP Facility.
Alvarez & Marsal told the Court that it has not been a party to
the "obviously ongoing and very complex negotiations" between
InterTAN and the DIP Lenders.  However, the DIP Lenders have
advised InterTAN that they are only wiling to continue to extend
credit to InterTAN under the DIP Facility and as part of a CCAA
filing coordinated with the Chapter 11 proceedings.  The DIP
Facility will also be available for working capital and general
corporate purposes and for post-filing expenses and costs during
the Chapter 11 proceedings and the CCAA proceedings.

InterTAN has advised Alvarez & Marsal that it has agreed to enter
into a key employee retention plan with certain of its key
management employees, consisting of the chief executive officer,
the chief financial officer and three vice presidents.  InterTAN
believes that the retention of these employees is necessary to
the preservation of InterTAN's enterprise value as it proceeds
with its restructuring.  The maximum amounts payable under the
KERP are $838,000.

Based on the information and analysis that has been made
available to it, Alvarez & Marsal estimated that total trade
creditor claims that may be stayed by the Initial CCAA Stay Order
are in the order of $26,800,000 to $31,800,000, net of estimated
potential set-offs.  Alvarez & Marsal disclosed that it has been
provided with an extract of a report prepared on behalf of the
DIP Lenders to estimate the net orderly liquidation value of
InterTAN's inventory.

Alvarez & Marsal notes that generally, a going concern
restructuring best preserves value of a company, whereas a
liquidation and wind-down generally results in a diminution in
value.  The Monitor further notes that the liquidation and wind-
down of InterTAN would:

  -- eliminate over 3,000 jobs, many of which would be preserved
     if InterTAN were continued as a going concern;

  -- detrimentally affect dealers, joint venture partners and
     other stakeholders, whose interests would be preserved in a
     going concern sale; and

  -- result in a number of claims that would not arise in a
     going concern scenario, like employee and landlord claims,
     which would reduce the amount of proceeds available for
     other unsecured creditors.

The proposed going concern restructuring of InterTAN would
principally limit the claims that would be stayed and potentially
compromised to trade liabilities estimated to be approximately
$26,800,000 to $31,800,000, the Report notes.

Alvarez & Marsal informed the Court that it is supportive of
InterTAN's efforts to obtain interim financing, so as to avoid
liquidation, and facilitate a restructuring or going concern sale
under the CCAA to protect its employees and other stakeholders.
Alvarez & Marsal further noted that the DIP Lenders are only
wiling to extend additional credit to InterTAN under the
conditions of the DIP Facility.

                       About InterTAN Canada

InterTAN Canada, Ltd., is a leading specialty retailer of consumer
electronics in Canada, and is the operating Canadian subsidiary of
the major U.S.-based electronics retailer Circuit City Stores,
Inc.  InterTAN operates retail stores under "The Source" brand,
and has employed around 3,130 employees as of September 30, 2008.

Tourmalet Corporation is an indirect, wholly owned subsidiary of
Circuit City, and is a non-operating holding company, whose sole
asset is the preferred stock of InterTAN Inc., the sole
shareholder of InterTAN Canada.

InterTAN Canada and Tourmalet on Nov. 10, 2008, sought and
obtained an initial order from the Superior Court of Justice
(Commercial List) for the Province of Ontario, on November 10,
2008, granting them protection from certain creditors under the
Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
amended.  Alvarez & Marsal Canada ULC has been appointed as CCAA
Monitor for the Applicants' case.  Jay Carfagnini and Joseph
Latham, Esq., at Goodmans LLP, represent A&M.

Edward Sellers, Jeremy Dacks, and Marc Wasserman, Esq., at Osler,
Hoskin & Harcourt LLP, are the Applicants' counsel.  NM Rothschild
& Sons Canada Limited, has been tapped as investment banking
advisor, and FTI Consulting has been engaged as financial advisor
for the Applicants.

As of September 30, 2008, InterTAN had total assets of
approximately $370,000,000, and total liabilities of $110,000,000

Headquartered in Richmond, Virginia, Circuit City Stores (NYSE:
CC) together with 17 affiliates filed a voluntary petition for
reorganization relief under Chapter 11 of the Bankruptcy Code on
November 10 (E.D. Virg. Lead Case No. 08-35653).

               About Circuit City Stores, Inc.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty
retailer of consumer electronics, home office products,
entertainment software and related services. The company has two
segments: domestic and international.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (E.D. Virg. Lead Case
No.: 08-35653).  InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc. and Rotschild Inc. as
financial advisors. The Debtors' Canadian general restructuring
counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson
Consultants LLC is the Debtors' claims and voting agent.

The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

(Circuit City Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: U.S. Trustee Appoints Unsec. Creditors Committee
--------------------------------------------------------------
W. Clarkson McDow, Jr., United States Trustee for Region 4,
appoints 11 members to the Official Committee of Unsecured
Creditors in Circuit City Stores, Inc.'s Chapter 11 cases:

    (1) Hewlett-Packard Company
        Attn: Ramona Neal/Chris Patafio
        11307 Chinden Boulevard, MS 314
        Boise, Idaho 83714
        Tel: (208) 396-6484
        Fax: (208) 396-3958
        Email: ramona.neal@hp.com
        Email: Chris.patafio@hp.com

    (2) Samsung Electronics America, Inc.
        Attn: Joseph McNamara
        105 Challenger Road
        Ridgefield Park, New Jersey 07660
        Tel: (201) 229-4253
        Fax: (201) 229-5704
        Email: josephm@sea.samsung.com

    (3) LG Electronics USA, Inc.
        Attn: Brian Wehr
        c/o H. Jason Gold
        Wiley Rein LLP
        7925 Jones Branch Drive
        McLean, Virginia 22102
        Tel: (703) 905-2829
        Fax: (703) 905-2820
        Email: jgold@wileyrein.com

    (4) Alliance Entertainment
        Attn: Douglas J. Bates
        27500 Riverview Center Blvd
        Bonita Springs, Florida 34134
        Tel: (239) 949-7688
        Fax: (239) 949-7689
        Email: dbates@sourceinterlink.com

    (5) Garmin International, Inc.
        Attn: Lisa Brauch
        1200 East 151st Street
        Olathe, Kansas 66062
        Tel: (913) 440-1911
        Fax: (913) 397-8282
        Email: lisa.brauch@garmin.com

    (6) Simon Property Group, Inc.
        Attn: Ronald M. Tucker
        225 W. Washington Street
        Indianapolis, Indiana 46204
        Tel: (317) 263-2346
        Fax: (317) 263-7901
        Email: rtucker@simon.com

    (7) Weidler Settlement Class
        Attn: Christopher Jones and Martin Fletcher
        Whiteford Taylor & Preston LLP
        3190 Fairview Park Drive, Suite 300
        Falls Church, Virginia 22042
        Tel: (703) 280-9263
        Fax: (703) 280-8942
        Email: cajones@wtplaw.com

    (8) Developers Diversified Realty Corp.
        Attn: Eric C. Cotton
        3300 Enterprise Parkway
        Beachwood, Ohio 44122
        Tel: (216) 755-5660
        Fax: (216) 755-1660
        Email: ecotton@ddrc.com

    (9) Pension Benefit Guarantee Corporation
        Attn: Sara Eagle
        Office of General Counsel
        1200 K St. NW
        Washington, District of Columbia 20005
        Tel: 202-326-4020 x3881
        Email: eagle.sara@pbgc.gov

   (10) Toshiba America Consumer Products, LLC
        Attn: Judy Oliver and Joe Shedlock
        82 Totowa Road
        Wayne, New Jersey 07470
        Tel: 973-628-8000
        Fax: 973-628-1410
        Email: judy_olivero@tacp.com
        Email: Joe_shedlock@tacp.com

   (11) Paramount Home Entertainment
        Attn: Andi Marygold
        5555 Melrose Avenue
        Bluhdorn #213
        Hollywood, California 90038
        Tel: 323-956-5489
        Fax: 323-862-1183
        Email: andi_marygold@paramount.com

The U.S. Trustee initially appointed eight members to the
Creditors Committee. The PBGC, Toshiba, and Paramount were
subsequently added to the list.

                 About Circuit City Stores, Inc.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty
retailer of consumer electronics, home office products,
entertainment software and related services. The company has two
segments: domestic and international.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (E.D. Virg. Lead Case
No.: 08-35653).  InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc. and Rotschild Inc. as
financial advisors. The Debtors' Canadian general restructuring
counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson
Consultants LLC is the Debtors' claims and voting agent.

The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

(Circuit City Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CITIGROUP INC: Blames Woes on Weakening Financial System
--------------------------------------------------------
Ken Brown and David Enrich at The Wall Street Journal report that
Citigroup Inc. senior counselor and director blamed the company's
financial troubles on the buckling financial system.

According to WSJ, Mr. Rubin denied that Citigroup's near collapse
was due to the company's mistakes.  He also said that he has a
minor role in Citigroup's main operations, even though he was one
of the company's highest-paid officials, WSJ states.

WSJ quoted New York money manager William Smith as saying, "Even
though he has no 'operating' responsibilities, he still has a
fiduciary responsibility as a board member.  He has overseen the
entire meltdown, yet been compensated as an operating employee
while bragging about having no operating responsibility."

WSJ relates that Mr. Rubin admitted that he was involved in a
board decision to ramp up risk-taking in 2004 and 2005, while he
was saying in public that investors were taking too much risk.
According to the report, Mr. Rubin said that Citigroup's losses
would have been less if executives had executed the plan properly.

Citing Mr. Rubin, WSJ reports Citigroup decided to increase risk
after a presentation to the board by a consultant, who said that
the bank had committed less of the capital on its balance sheet,
on a risk-adjusted basis, compared to competitors.  The report
says that the decision has been blamed in part for Citigroup's
problems.  The Citigroup board could bear some responsibility fir
the company's problems, as there could be things they "should have
done differently," the report states, citing Mr. Rubin.  According
to the report, Mr. Rubin also said that the company's risk-
management executives are responsible for avoiding problems like
the ones Citigroup faces, as "the board can't run the risk book of
a company," and "the board as a whole is not going to have a
granular knowledge" of operations.

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.

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


COCKERELL HILL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Cockerell Hill & US 67, LLC
        9341 Loma Vista Drive
        Dallas, TX 75243

Bankruptcy Case No.: 08-35701

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Tom D. Jester, Jr., Esq.
                  Minor & Jester
                  P.O. Box 280
                  Denton, TX 76202
                  Tel: (817) 387-7585
                  Fax: (940) 387-5093
                  Email: minorandjester@yahoo.com

Total Assets: $1,950,000

Total Debts: $1,295,600

Gaylord S. Hall, a member of the Debtor, disclosed that the Debtor
has no top 20 claims to report.


COMMONWEALTH BIOTECH: 10-Q Non-Filing Cues NASDAQ to Delist Stock
-----------------------------------------------------------------
Commonwealth Biotechnologies, Inc., was notified by the NASDAQ
Stock Market that it is no longer in compliance with NASDAQ
Marketplace Rule 4310(c)(14) due to its failure to file its form
10-Q for the period ended Sept. 30, 2008.  The delayed filing is a
result of complex accounting issues associated with the
discontinued operation in England and the modification of the
Company's convertible debt instrument.

As provided in the NASDAQ rules, CBI has the opportunity to submit
to NASDAQ a specific plan to regain compliance.  CBI intends to
submit in a timely manner to the NASDAQ staff a plan to regain
compliance with NASDAQ Marketplace Rule 4310(c)(14).  If, after
completion of its review, NASDAQ determines it is not appropriate
to provide CBI with an exception, NASDAQ staff will provide
written notice that CBI's securities will be subject to delisting.
At that time, CBI has the right to appeal the decision to a NASDAQ
Listing Qualifications Panel.  In this event, CBI's securities
would remain listed on NASDAQ pending a decision by the Panel
after the hearing.

Based in Richmond, Virginias, Commonwealth Biotechnologies, Inc. -
- http://www.cbi-biotech.com/-- is a contract research
organization that offers a range of services for the discovery and
development of therapeutics, vaccines and diagnostics by working
as a partner with its customers in the global life sciences
industries.  Applying skills from its extensive experience serving
life sciences companies worldwide, CBI offers insight, innovation
and project management capabilities to customers, whether
pharmaceutical giants or emerging biotechnology companies.


DEER CREEK: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Deer Creek Estates, Inc.
        P.O. Box 323
        Crowley, TX 76036

Bankruptcy Case No.: 08-45149

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Mark Joseph Petrocchi, Esq.
                  Goodrich Postnikoff Albertson & Petrocchi, LLP
                  777 Main Street, Suite 1360
                  Ft. Worth, TX 76102
                  Tel: (817) 335-9400
                  Fax: (817)338-9209
                  E-mail: mpetrocchi@gpaplaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor did not deliver a list of its largest unsecured
creditors.


EDUCATION RESOURCES: Wins Panel-Backed Extension of Plan Deadline
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
approved a stipulation between The Education Resources Institute,
Inc. and the official committee of unsecured creditors appointed
in its Chapter 11 case extending:

  (a) the time within which only the Debtor or the Committee may
      file a plan of reorganization until February 2, 2009; and

  (b) the time to solicit acceptances of the plan until April 3,
      2009.

The stipulation, however, provides that prior to the submission
of a plan by the Debtor or the Committee, the other party must
have acknowledged its assent to the filing of that plan.

Gina Lynn Martin, Esq., at Goodwin Procter LLP, in Boston,
Massachusetts, told the Court the Debtor has satisfied each of
the milestones provided in the stipulation the Debtor entered
into with the Official Committee of Unsecured Creditors on
July 24, 2008.  Pursuant to the terms of the Exclusivity
Stipulation, the Debtor was required to, among other things:

   * provide the Creditors' Committee advisors with a claims
     analysis of the "Trusts," "make and wait" and "make and
     hold" lenders;

   * submit a motion seeking global modifications of the "Program
     Documents' to permit lenders to collect their postpetition
     defaulted or delinquent student loans;

   * provide the Creditors' Committee with a liquidation
     analysis;

   * provide the Creditors' Committee with a preliminary and
     final business plan; and

   * hold a meeting to discuss a potential consensual plan or
     other exit strategies on or before October 8, 2008.

However, Ms. Martin contends that there are still significant
unresolved issues that must be addressed before the Debtor can
implement its business plan and submit a plan of reorganization.

Most significantly, Ms. Martin relates that the Debtor is
preparing its claims analysis for each of the Debtor's creditors.
These analyses, she says, demonstrate that certain "make and
wait" lenders and securitization trusts are oversecured, certain
lenders and trusts have possible defects with respect to the
grant, scope or perfection of their security interests and some
may face issues from the application of Section 552 of the
Bankruptcy Code.

The Debtor has also filed motions to reject agreements, including
the rejection of its largest "make and hold" lender, Wachovia
Bank of Delaware, N.A., as well as RBS Citizens, N.A., Corus Bank
and Rhode Island Student Loan Authority.

The Debtor believes that the most efficient method by which to
formulate its plan of reorganization is to settle the disputes
with the trusts and the larger "make and wait" lenders, bringing
additional money into the estate and limiting the number of
contingencies that need to be resolved pursuant to a plan.

The Debtor, according to Ms. Martin, needs additional time to:

   (a) continue evaluation and negotiation with those lenders
       that ostensibly have security interests in liquid assets
       to determine if the lenders are over-secured or under-
       secured, with a view to arriving at a resolution that
       realizes value for the estate or minimizes guaranty claims
       by those lenders;

   (b) evaluate both the security interests and collateral held
       by the securitization trusts and the value of the Debtor's
       residual interest in those trusts, with a view to arriving
       at a resolution that minimizes guaranty claims by those
       lenders, that captures the value of any excess collateral
       and of the residual interests and that resolves disputes
       concerning security interests; and

   (c) formulate a plan of reorganization based the resolution
       with the larger secured lenders and the trusts integrated
       with the business plan provided to the Committee on
       September 29, 2008.

Ms. Martin says the Debtor has made significant progress in its
reorganization efforts and its negotiations with The First
Marblehead Corporation has succeeded in reducing the costs and
enabling a transition to taking the FMC services in-house at
reduced expense.  The transition with FMC was completed on
September 29, 2008, and the Debtor is now operating as a
independent entity and has been essentially cash-flow neutral
since July.

An extension of the Debtor's exclusive periods is justified by
its progress in resolving issues facing its creditors and
estates, Ms. Martin asserts.  "The Debtor is in the process of
negotiating with several other large lenders and is hopeful that
satisfactory settlements can be reached with them," she adds.

Ms. Martin further asserts that the Debtor does not seek unfair
leverage.  Rather, the Debtor has reached out to the Committee to
determine if the parties can reach a consensual arrangement
regarding exclusivity but has been unable to reach an agreement.

            About The Education Resources Institute Inc.

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No. 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq., at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC.  Grant Thornton LLP, acts as financial advisors,
and Citigroup Global Markets Inc. acts as investment banker.  Its
Claims Agent is Epiq Bankruptcy Solutions LLC.  When the Debtor
filed for protection from its creditors, it listed estimated
assets of more that $1 billion and estimated debts of $500,000 to
$1 billion.

(TERI Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EDUCATION RESOURCES: Court Lets Panel Pursue Claims v. FMC Trust
----------------------------------------------------------------
The Education Resources Institute, Inc., in June 2008, sought
approval from the U.S. Bankruptcy Court for the District of
Massachusetts to honor certain of its guaranty obligations and
purchase defaulted loans using cash in certain pledged accounts
established for the benefit of the trusts established to hold
securitized student loans.

At the Official Committee of Unsecured Creditors' behest, the
Court extended until December 1, 2008, the Committee's objection
deadline to the Debtor's request to honor certain of guaranty
obligations and purchase defaulted loans using cash in certain
pledged accounts.  The Court has deferred ruling on the request
after the official committee of unsecured creditors sought several
extensions of its deadline to file objections to the proposal --
the Committee says that needs to vest its analysis with the Trusts
prior to filing any objection.

The First Marblehead Corporation and First Marblehead Data
Services, Inc., as administrator for the Trusts, objected to the
stipulation signed by TERI and the Committee -- specifically, a
provision that would grant the Creditors Committee a derivative
standing to commence an adversary proceeding against the Trusts
and related parties on behalf of the Debtor to determine the
enforceability, scope and perfection of the security interest of
the Trusts or to seek declaratory relief as to the applicability
of Section 552 of the Bankruptcy Code in respect of the Trusts'
lien claims.

The Court, however, has recently entered a ruling granting the
Committee to pursue actions regarding the Trusts.

"The right to bring such a proceeding or to seek such declaratory
relief is exclusively granted to the debtor under the Bankruptcy
Code, cannot be granted to a committee, and was not granted to
the Committee pursuant to this Court's Trusts Order," Dennis L.
Jenkins, Esq., at Wilmer Cutler Pickering Hale and Dorr
LLLP, in Boston, Massachusetts, argues for the FMC Entities.

According to Mr. Jenkins, no case for derivative standing exists
on the Stipulation.  He recalls that the Debtor has been meeting
with representatives of the Trusts and the Committee over the
past few months to evaluate the claims of the Trusts and
potential defenses to the claims.

Mr. Jenkins tells the Court that the Debtor has at no time waived
or otherwise refused to bring any adversary proceeding that the
Committee now seeks to take from the Debtor, and there are no
conflicts of interest or other impediments to the Debtor bringing
the actions, claims or defenses on its own behalf.

The FMC Entities also object to the stipulation to the extent it
prohibits the settlement, release or waiver, pursuant to a plan
of reorganization or liquidation confirmed by the Court, of any
claims or proceedings that the Committee might bring against the
Trusts or any related parties without the consent of the
Committee.

Mr. Jenkins argues that the provision should not be approved to
the extent it would require the consent of the Committee to
confirm any plan of reorganization or liquidation.

"In essence, this would provide the Committee with an
unprecedented veto right over any plan involving the settlement
of claims, proceedings or actions against the Trusts, even if
such plan is otherwise confirmable under the Bankruptcy Code.
Granting such a veto right to the Committee is neither warranted
nor permitted under any provision of the Bankruptcy Code,
especially in this case where the Debtor retains the exclusive
right to propose a plan and remains a debtor in possession."

FMC, in its Form 10-Q for the quarter ended September 30, 2008,
says that if the Creditors' Committee or any other party were
successful in challenging the trusts' security interests in the
Postpetition Transfers or other collateral, including recoveries,
the amount of pledged collateral available exclusively to a
particular securitization trust to satisfy the Debtor's guaranty
obligations to that trust would decrease materially.

As a result, the trust's unsecured claims against the Debtor
would increase proportionately.  FMC cites, as an example,
recoveries from defaulted student loans, which have historically
been used to replenish a particular trust's Pledged Account,
would instead become an asset of the Debtor's bankruptcy estate
and available to satisfy administrative claims of its bankruptcy
estate and other holders of claims in accordance with the
priorities established by the Bankruptcy Code.  FMC adds that the
Debtor may seek to reject its guaranty obligations entirely in
the context of its reorganization.  Any of these developments
would decrease materially FMC's service receivables and could
further harm its ability to structure securitizations in the
future.

U.S. Bank National Association, as Indenture Trustee for the
Trusts, conveyed support to FMC's assertions.

                    About The First Marblehead

The First Marblehead Corporation --
http://www.firstmarblehead.com/--provides financial solutions
that help students achieve their dreams.  The company helps meet
the growing demand for private education loans by providing
national and regional financial institutions and educational
institutions, well as businesses and other enterprises, with an
integrated suite of design, implementation and securitization
services for student loan programs.

First Marblehead supports responsible lending for borrowers and is
a strong proponent of the smart borrowing principle, which
encourages students to access scholarships, grants and federally
guaranteed loans before considering private education loans.


                          *    *    *

Recognizing that the Committee's standing to bring a derivative
suit against the Trusts will allow a reasoned and practicable
division of labor between the Committee and the Debtor, Judge
Boroff authorizes the Committee to commence any adversary
proceeding against the Trusts on behalf of the Debtor to
determine the enforceability, scope and perfection of the
security interests of the Trusts in any property of the Debtor,
including asserting all of the estate's avoidance in connection
with the Trusts' alleged security interests and seeking
declaratory relief as to the applicability of Section 552 in
respect of the Trusts' purported lien claims.

            About The Education Resources Institute Inc.

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No. 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq., at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC.  Grant Thornton LLP, acts as financial advisors,
and Citigroup Global Markets Inc. acts as investment banker.  Its
Claims Agent is Epiq Bankruptcy Solutions LLC.  When the Debtor
filed for protection from its creditors, it listed estimated
assets of more that $1 billion and estimated debts of $500,000 to
$1 billion.

(TERI Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EDUCATION RESOURCES: FMER Wants Guaranty Claims Estimated
---------------------------------------------------------
The First Marblehead Education Resources, Inc., asks the U.S.
Bankruptcy Court for the District of Massachusetts to estimate the
claims of all lenders arising under any guaranty by the Debtor of
student loans for all purposes, including for voting and
distribution purposes.

Based on FMER's involvement with the case and its familiarity with
the issues involved with each of the Guaranty Agreements, FMER
believes that, unless the Court establishes a mechanism for
estimating the claims of the Lenders, there will be no substantial
progress towards a settlement or other liquidation of the claims
or a plan of reorganization.

Accordingly, FMER asks the Court to estimate each Lender's
Guaranty Claims in accordance with estimation procedures.

The Estimation Procedures, Dennis L. Jenkins, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP, Boston, Massachusetts,
contends, provide a process for determining, as of November 30,
2008, certain Student Loan Information for each Lender, which
information will then be entered into an established model to
estimate each Lender's Guaranty Claim.

According to Mr. Jenkins, the proposed Claims Estimation
Procedures will provide for an orderly, consistent, fair, and
expeditious estimation of the Guaranty Claims and are consistent
with the Program Documents, due process and otherwise applicable
law.

Furthermore, estimating the Guaranty Claims will avoid expensive
and time-consuming litigation and will limit the burden on the
Court of conducting multiple estimation proceedings for each
claims.

                     Estimation Procedures

Each Lender will submit to the Debtor's counsel a completed
Estimation Notice and Statement, which will contain the Lender's
estimation of Guaranty Claims in accordance with the Estimation
Procedures and will set forth for each Lender, as of November 30,
2008 -- the Estimation Date -- information regarding Student
Loans that are in default, deferral or repayment, including:

  (a) the total outstanding principal and interest of Student
      Loans for which (i) a guaranty event giving rise to
      the Debtor's guaranty obligations under the Guarantee
      Agreements had occurred on or before the Estimation Date,
      and (ii) Debtor had not made payment under the applicable
      Guarantee Agreements;

  (b) for Student Loans that, as of the Estimation Date, were in
      principal or interest deferral and had not yet experienced
      a guaranty event giving rise to Debtor's guaranty
      obligations under the Guarantee Agreements, (i) the
      aggregate outstanding principal and interest of the
      Student Loans, (ii) the weighted average months in
      deferral remaining of the Student Loans, (iii) the
      weighted average months of repayment remaining for all the
      Student Loans, and (iv) the End Point Default Rate for the
      Student Loans in the Loan Group; and

   (c) for Student Loans that, as of the Estimation Date, were
       in repayment, and no longer in either principal or
       interest deferral and had not yet experienced a guaranty
       event giving rise to Debtor's guaranty obligations under
       the Guarantee Agreements, (i) the aggregate outstanding
       principal and interest of the Student Loans, (ii) the
       weighted average months in repayment of the Student
       Loans, (iii) the weighted average months of repayment
       remaining for the Student Loans, and (iv) the End Point
       Default Rate for the Student Loans in the Loan Group.

In the Estimation Notice and Statement, each Lender will separate
the Student Loan Information into two distinct loan groups:
School Channel Loans and Direct-to-Consumer Loans.  School
Channel Loans are Student Loans made through a program marketed
indirectly to student borrowers and their families through
educational institutions.  Direct-to-Consumer Loans are Student
Loans made through programs marketed directly to prospective
borrowers and their families.  Each Lender will fill in their
proposed "End Point Default Rate" for each Loan Group, which rate
will be the Lender's reasonable estimate of the blended gross
default rate that is expected for the entire portfolio of Student
Loans in the Loan Group over the entire life of all Student Loans
in the Loan Group.

Within one business day of receiving each Estimation Notice and
Statement, Debtor will cause the Estimation Notice and Statement
to be posted by the Debtor's service agent on its Web site.  Any
party-in-interest may file an objection to any of the information
contained in an Estimation Notice and Statement on or before 10
days after the Estimation Notice Deadline.  Objections will be
heard and finally resolved by the Court within 60 days of the
Objection Deadline or other date determined by the Court.
Student Loan Information for which no objection has been timely
filed or that has otherwise been determined by a Court order will
be deemed conclusively established for purposes of estimating the
Guaranty Claims.

The Student Loan Information will be input into a model to
establish the amount and timing of projected defaults for the
Student Loans:

  * To establish the projected amount of defaults for Student
    Loans in Deferral in each remaining month of repayment, the
    Student Loans in Deferral Amount for each Loan Group will be
    multiplied by the applicable Monthly Default Rate for the
    Loan Group.  This calculation is repeated for each month of
    repayment to establish the Estimated Monthly Default Amount
    for Loans in Deferral for each month.

  * To obtain the projected amount of defaults for Student Loans
    in Repayment in each remaining month of repayment, the
    Student Loans in Repayment Amount for each Loan Group will
    be multiplied by the applicable Monthly Default Rate for the
    Loan Group.  The calculation is repeated for each month of
    repayment to establish the Estimated Monthly Default Amount
    for Loans in Repayment for each month.

  * The "Monthly Default Rate" is the monthly rate for each
    separate month a Student Loan is in repayment equal to the
    product of 1/12, the End Point Default Rate for the Loan
    Group, and the percentage for the applicable month the Loan
    Group is in repayment.  The Monthly Default Rate projects
    both the amount and timing of anticipated gross defaults.

The sum of (A) the Estimated Monthly Default Amounts for Loans in
Deferral for all Loan Groups, (B) the Estimated Monthly Default
Amounts for Loans in Repayment for all Loan Groups, and (C) the
Student Loans in Default Amounts for all Loan Groups are referred
to as the "Estimated Monthly Default Amounts."

To obtain for each month the projected Recoveries on Student
Loans that have already defaulted and those that are projected to
default, each of (A) the Estimated Monthly Default Amounts for
Loans in Deferral, (B) the Estimated Monthly Default Amounts for
Loans in Repayment, and (C) the Student Loans in Default Amounts
is multiplied by the Monthly Recovery Rate for the month.

The "Monthly Recovery Rate" for a month is the monthly rate equal
to the product of (i) 1/12, (ii) 48% and (iii) the percentage for
the month.  Estimated Recoveries with respect to the Student
Loans in Default Amount is assumed over 120 months, commencing on
the Estimation Date.  Recoveries with respect to the Estimated
Monthly Default Amounts for Loans in Deferral and Estimated
Monthly Default Amounts for Loans in Repayment are assumed over
120 months, commencing on the first month in which there is an
Estimated Monthly Default Amount for Loans in Deferral or an
Estimated Monthly Default Amount for Loans in Repayment,
respectively.  The Monthly Recovery Rate projects both the amount
and timing of anticipated Recoveries, net of collection costs.

Once the Estimated Monthly Default Amounts have been determined,
the sum of the Estimated Monthly Recovery Amounts for each month
will be subtracted from the Estimated Monthly Default Amounts for
each month to determine the "Monthly Net Default/Recovery
Position."  If, however, a Guaranty Claim is determined by an
order of the Court to be secured by collateral, before
determining the Monthly Net Default/Recovery Position, the value
of the collateral will be applied to reduce each Estimated
Monthly Default Amount in a corresponding amount, commencing with
the first Estimated Monthly Default Amount.  The present value of
each Monthly Net Default/Recovery Position will be determined as
of the Estimation Date using a discount rate of 10%.  The amount
by which the sum of the present values of the Net
Default/Recovery Positions for each month exceeds zero is the
amount of the Lender's Guaranty Claim.

            About The Education Resources Institute Inc.

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No. 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq., at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC.  Grant Thornton LLP, acts as financial advisors,
and Citigroup Global Markets Inc. acts as investment banker.  Its
Claims Agent is Epiq Bankruptcy Solutions LLC.  When the Debtor
filed for protection from its creditors, it listed estimated
assets of more that $1 billion and estimated debts of $500,000 to
$1 billion.

(TERI Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EDUCATION RESOURCES: FMC Sees Lower 2009 Loans Due to TERI Woes
---------------------------------------------------------------
The First Marblehead Corporation said in its Form 10-Q for the
quarter ended September 30, 2008, that it expects to facilitate a
significantly lower volume of loan applications during fiscal
2009 compared to past fiscal years as a result of, among other
factors, the bankruptcy filing of The Education Resources
Institute, Inc.

FMC processed a significantly lower application volume during the
summer months of 2008 compared to 2007, as the company's clients
instructed TERI to stop accepting applications or suspended their
marketing of TERI-guaranteed loans and certain clients terminated
their agreements with the company, Kenneth S. Klipper, FMC's
chief financial officer, chief accounting officer, and treasurer,
stated.

During the first quarter of fiscal 2008, FMC facilitated loans
with an aggregate principal balance of $2,401,541,000 and
received $46,249,000 in processing fees from TERI.  During the
first quarter of fiscal 2009, FMC facilitated loans with an
aggregate principal balance of $128,089,000 and received
$2,385,000 in processing fees from TERI.  Processing fees from
TERI have historically consisted of reimbursement of expenses
incurred by FMC relating to services performed on behalf of TERI
under the terms of the master servicing agreement between FMC and
TERI.  In June 2008, the bankruptcy court overseeing TERI's
Chapter 11 case entered an order approving a motion by TERI to
reject the Master Servicing Agreement effective May 31, 2008, and
to enter into a transition services agreement, which terminated
on September 29, 2008.

According to Mr. Klipper, if FMC is able to facilitate the
securitization of TERI-guaranteed loans in the future, its up-
front structural advisory fee yields would likely decline and
market conditions would likely dictate that FMC obtain additional
credit enhancement for the securitizations, the cost of which
would result in lower revenues and additional cash requirements.
Variations in the size, timing and type of financing transactions
FMC facilitates has in the past, and may in the future,
contribute to variability in quarterly operating results.

                    About The First Marblehead

The First Marblehead Corporation --
http://www.firstmarblehead.com/--provides financial solutions
that help students achieve their dreams.  The company helps meet
the growing demand for private education loans by providing
national and regional financial institutions and educational
institutions, well as businesses and other enterprises, with an
integrated suite of design, implementation and securitization
services for student loan programs.

First Marblehead supports responsible lending for borrowers and is
a strong proponent of the smart borrowing principle, which
encourages students to access scholarships, grants and federally
guaranteed loans before considering private education loans.

            About The Education Resources Institute Inc.

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No. 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq., at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC.  Grant Thornton LLP, acts as financial advisors,
and Citigroup Global Markets Inc. acts as investment banker.  Its
Claims Agent is Epiq Bankruptcy Solutions LLC.  When the Debtor
filed for protection from its creditors, it listed estimated
assets of more that $1 billion and estimated debts of $500,000 to
$1 billion.

(TERI Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ENERGY INFRASTRUCTURE: Receives NYSE-A Non-Compliance Notice
------------------------------------------------------------
Energy Infrastructure Acquisition Corp. received a letter from the
NYSE Alternext US LLC, fka the American Stock Exchange, confirming
the intent of the Exchange to strike the common stock and warrants
of the Company from the Exchange by filing a delisting application
with the Securities and Exchange Commission pursuant to Section
1009 of the Exchange's Company Guide.

The letter indicated that as a result of the company's initial
liquidating distribution of the trust account on Nov. 13, 2008,
of $10.0525 per share to the holders of shares of common stock
purchased in the company's initial public offering, the company
has become subject to Sections 1003(c)(iii) and 1002(e) of the
Exchange's Company Guide.  Section 1003(c)(iii) states that the
Exchange will normally consider suspending dealings in, or
removing from the list, securities of an issuer when advice has
been received, deemed by the Exchange to be authoritative, that
the security is without value, and Section 1002(e) states that the
Exchange, as a matter of policy, will consider the suspension of
trading in, or removal from listing, any security when, in the
opinion of the Exchange, an event shall occur or a condition shall
exist which makes further dealings on the Exchange unwarranted.
The company is continuing its process of dissolution and
liquidation of the trust account and does not intend to take any
specific actions in response to the Exchange's letter.

Based in Wilmington, Delaware, Energy Infrastructure Acquisition
Corp. (OTC:EIIN) -- http://www.eiacorp.com/-- is a blank check
company that was formed for the specific purpose of consummating a
business combination. Energy Infrastructure raised net proceeds of
approximately $209.3 million, after partial exercise of the
underwriter's over-allotment option, through its initial public
offering consummated in July 2006.


EXACT SCIENCES: Stock Listing to NASDAQ Capital Market
------------------------------------------------------
EXACT Sciences Corporation received notice from the NASDAQ Listing
Qualifications Panel that the company's common stock will be
transferred from The NASDAQ Global Market to The NASDAQ Capital
Market.  The transfer will be effective with the open of trading
today, Nov. 28, 2008.  The company's shares will continue to trade
under the ticker "EXAS" while on The NASDAQ Capital Market.

Despite this transfer, the Panel may still determine to delist the
company at any point in time pending further analysis of the
company's plans for demonstrating compliance with the listing
requirements for the NASDAQ Capital Market.

In that regard, EXACT does not currently meet the continued
listing requirements of The NASDAQ Capital Market.  The Panel
determined to list the company's securities on The NASDAQ Capital
Market on a conditional basis, pending its review of additional
information it has requested from EXACT regarding the company's
plan to regain compliance with the continued listing requirements.
There can be no assurance that the Panel will continue the
conditional listing of the company's securities on The NASDAQ
Capital Market following its review of the supplemental
information, which may be completed in early December 2008.

The NASDAQ Capital Market is one of the three market tier
designations for NASDAQ-listed stocks and operates in
substantially the same manner as The NASDAQ Global Market.
Securities listed on The NASDAQ Capital Market must satisfy all
applicable qualification requirements for NASDAQ securities, and
companies listed on The NASDAQ Capital Market must meet certain
financial requirements and adhere to NASDAQ's corporate governance
standards.

                       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.

As reported in the Troubled Company Reporter on Nov. 25, 2008,
As of Sept. 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.


FORD MOTOR: Expected Drop in November Sales May Help Bailout Plea
-----------------------------------------------------------------
Alex P. Kellogg at The Wall Street Journal reports that an
expected decline in auto sales for November could help Ford Motor
Co., GM, and Chrysler LLC make their case before the Congress for
a government bailout.

If the three companies succeed, the Congress could start
considering legislation next week, according to WSJ.  The report
says that big declines for stronger rivals like BMW, Toyota Motor
Corp., and Honda Motor Co. would support GM, Ford Motor, and
Chrysler's argument that the financial crisis is a major cause of
trouble across the auto industry.

Citing Barclays Capital, WSJ says that vehicle sales in November
are expected to come in at an annualized pace of below 11 million
vehicles, a slight improvement from October's rate of
10.6 million.  The report states that the November 2008 vehicle
sales would be five million vehicles below the 16.1 million year-
ago seasonally adjusted annualized rate.  GM, Ford Motor, and
Chrysler could suffer 30% drops or more in their sales, according
to the report.

          PBGC Express Concern on Use of Pension Funds

WSJ reports that the U.S. Pension Benefit Guaranty Corp. has
written to GM, Ford Motor, and Chrysler, asking for projections on
how they will use their pension plans to cover early retirements
or other buyout deals.  PBGC, says the report, is concerned that
the companies' use of pension funds to pay for restructuring
threatens to drain the funds.  The agency is worried that it might
have to step in to make the payments, the report states.

WSJ relates that the three companies' pension plans currently are
currently overfunded and PBGC Director Charles E. F. Millard said
that they won't have any funding problems in the next year or so.
WSJ says that Mr. Millard was worried of the continued use of the
plans for other corporate purposes, including restructuring, as
Ford Motor, GM, and Chrysler could take several more years to
restructure and could use the pension plans to cover the cost of
offering buyouts and early retirement.

The PBGC reported a $14 billion deficit in 2007, which was
narrowed to $11 billion in September 2008, according to WSJ.

                       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-'.


FOUNTAIN POWERBOAT: Discloses Changes in Management Team
--------------------------------------------------------
On Oct. 27, 2008, Anthony A. Sarandes notified the company of his
resignation from the company's board of directors for personal
business reasons.

As a result of Mr. Sarandes' resignation, the company has reduced
the number of members of its board to six and withdrawn
Mr. Sarandes from nomination for reelection as a director at its
Nov. 18, 2008, annual meeting.  The company's remaining six
incumbent directors, continue as nominees for reelection at the
annual meeting to fill the six seats on its board.

On Nov. 3, 2008, the company has terminated the employment with
Roger F. Scott.  Mr. Scott served as its secretary/treasurer and
as secretary, vice president and controller of its operating
subsidiary, Fountain Powerboats, Inc.

           About Fountain Powerboat Industries Inc.

Based in Washington, North Carolina, Fountain Powerboat Industries
Inc. (AMEX:FPB) -- http://www.fountainpowerboats.com/-- through
its wholly owned subsidiary, Fountain Powerboats Inc., designs,
manufactures and sells recreational offshore sport boats, sport
fishing boats and sport cruisers that target a segment of the
recreational powerboat market.  The company sells its boats and
ancillary products through a worldwide network of 32 domestic and
24 international dealers.  It has executive offices and
manufacturing facilities along the Pamlico River in Beaufort
County, North Carolina.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of
[Fountain Powerboat Industries Inc. until facts and circumstances,
if any, emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.


FOUNTAIN POWERBOAT: Earns $81,769 in Quarter ended September 30
---------------------------------------------------------------
Fountain Powerboat Industries Inc. reported financial results for
three months ended Sept. 30, 2008.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $35,181,213, total liabilities of $35,021,232 and stockholders'
equity of $159,981.

Net income for three months ended Sept. 30, 2008, was $81,769
compared to net income of $273,340 for the same period in the
prior year.

             Cash Flow, Liquidity and Capital Resources

By comparison, during the three months ended Sept. 30, 2007, the
cash balance decreased $1,598,010.  The increase in cash during
the current period is attributable to both Operating and Financing
activities.

The source of cash from Operating activities in the current
period, $1,275,589, is primarily attributable to:

   -- Net income of $81,769, generated by the ongoing operations
      of the company.  Net income reflects non-cash depreciation
      expense of $644,000 during the period.

   -- Inventories decreased by $1,898,048, a source of cash,
      attributable to a reduction in the company's retail
      subsidiary, Fountain Dealers' Factory Superstore, Inc.,
      inventory during the period, offset by an increase in work
      in process for the Baja by Fountain product line.

   -- Accounts Payable decreased by $1,478,553, a use of cash, as
      the company moved beyond the need to ramp up purchases of
      additional materials to support the manufacture of the newly
      acquired Baja by Fountain line of boats.

   -- Restricted cash increased $783,595 related to deposits
      received on boat orders.

At Sept. 30, 2008, the company was in compliance with all
covenants.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?356a

           About Fountain Powerboat Industries Inc.

Based in Washington, North Carolina, Fountain Powerboat Industries
Inc. (AMEX:FPB) -- http://www.fountainpowerboats.com/-- through
its wholly owned subsidiary, Fountain Powerboats Inc., designs,
manufactures and sells recreational offshore sport boats, sport
fishing boats and sport cruisers that target a segment of the
recreational powerboat market.  The company sells its boats and
ancillary products through a worldwide network of 32 domestic and
24 international dealers.  It has executive offices and
manufacturing facilities along the Pamlico River in Beaufort
County, North Carolina.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of
Fountain Powerboat Industries Inc. until facts and circumstances,
if any, emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.


FOUNTAIN POWERBOAT: Has Until Dec. 5 to Supplement Compliance Plan
------------------------------------------------------------------
Fountain Powerboat Industries, Inc., received notice from the NYSE
Alternext US, successor to the American Stock Exchange, that,
based on the Exchange's review of the company's Annual Report on
Form 10-K for the year ended June 30, 2008, the company is not in
compliance with one of the Exchange's standards for the continued
listing of the company's common stock as set forth in Part 10 of
the Exchange's company Guide.  Specifically, the notice states
that ".the company is not in compliance with Section 1003(a)(i) of
the company Guide with stockholders' equity of less than
$2,000,000 and losses from continuing operations and net losses in
two of its three most recent fiscal years."  As a result of the
circumstances, the notice states that the company has become
subject to the Exchange's suspension and delisting procedures set
forth in Section 1009 of the company Guide.

As it reported on June 17, 2008, the company received a notice
from the Exchange during June 2008 that, based on the Exchange's
review of the company's Quarterly Report on Form 10-Q for the
period ended March 31, 2008, the company was not in compliance
with another of the Exchange's continued listing standards.
Specifically, that previous notice stated that the company was not
in compliance with Section 1003(a)(iv) of the company Guide and
that the company had become subject to the Exchange's suspension
and delisting procedures and must submit a plan addressing how the
company intended to regain compliance, including specific
milestones, quarterly financial projections, and details related
to any strategic initiatives we plan to complete.

The company reported on July 24, 2008, that it had submitted a
Plan to the Exchange that summarized the company's management's
plans and strategies for dealing with the issues raised in
June notice.  On Aug. 29, 2008, the company reported that the
Exchange had notified the company that:

   (1) the company had made a reasonable demonstration of its
       ability to regain compliance;
   (2) the Exchange had accepted the company's Plan and granted it
       an extension until Dec. 11, 2008, to regain compliance with
       the Exchange's continued listing standards, and (3) during
       the extension period, the listing of the company's common
       stock would be continued and the Exchange Staff
       periodically would review the company's implementation of
       the strategies described in the Plan, but that failure to
       make progress consistent with the Plan or to regain
       compliance with the Exchange's continued listing standards
       by the end of the extension period could result in the
       initiation of proceedings to delist the company's common
       stock.

The current notice provides that the company may submit a
supplement to the Plan by Dec. 5, 2008, addressing how it intends
to regain compliance with Section 1003(a)(i) by Nov. 5, 2009.  The
Exchange's Corporate Compliance Department will evaluate any
Second Plan the company submits and make a determination as to
whether the company has made a reasonable demonstration of an
ability to regain compliance.  If the company's Second Plan is
accepted, the company may be able to continue its listing during
the Plan periods, subject to periodic reviews to determine whether
it is making progress consistent with the Second Plan.

The company remains subject to the conditions set forth in the
Exchange's June notice and will be subject to delisting
proceedings if it does not submit a Second Plan or if any Second
Plan it submits is not accepted by the Exchange.  Likewise, even
if a Second Plan the company submits is accepted, but the company
is not in compliance with all continued listing standards of the
company Guide by Nov. 5, 2009, or if the company does not make
progress consistent with the Second Plan during the Plan periods,
the Exchange will initiate delisting proceedings.

The company intends to carefully evaluate how it will respond to
the Exchange's current notice, including whether it will be able
to submit a Second Plan with a viable chance of success.  The
company is unable to make any more definite statement about its
intention to submit a Second Plan or its prospects for submitting
an acceptable Second Plan.

           About Fountain Powerboat Industries Inc.

Based in Washington, North Carolina, Fountain Powerboat Industries
Inc. (AMEX:FPB) -- http://www.fountainpowerboats.com/-- through
its wholly owned subsidiary, Fountain Powerboats Inc., designs,
manufactures and sells recreational offshore sport boats, sport
fishing boats and sport cruisers that target a segment of the
recreational powerboat market.  The company sells its boats and
ancillary products through a worldwide network of 32 domestic and
24 international dealers.  It has executive offices and
manufacturing facilities along the Pamlico River in Beaufort
County, North Carolina.

           About Fountain Powerboat Industries Inc.

Based in Washington, North Carolina, Fountain Powerboat Industries
Inc. (AMEX:FPB) -- http://www.fountainpowerboats.com/-- through
its wholly owned subsidiary, Fountain Powerboats Inc., designs,
manufactures and sells recreational offshore sport boats, sport
fishing boats and sport cruisers that target a segment of the
recreational powerboat market.  The company sells its boats and
ancillary products through a worldwide network of 32 domestic and
24 international dealers.  It has executive offices and
manufacturing facilities along the Pamlico River in Beaufort
County, North Carolina.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of
[Fountain Powerboat Industries Inc. until facts and circumstances,
if any, emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.


FRONTIER AIRLINES: IBT Concessions OK'd; Outsourcing Plans Remain
-----------------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York entered an order authorizing Frontier
Airlines, Inc. to get concessions from the International
Brotherhood of Teamsters under the airline's proposed heavy
maintenance plan.  The Court-approved plan, however, allowed the
airline to retain its plans to outsource work to other countries,
but as a last resort.

The Teamsters has maintained that the Debtors' rejection of
three of their collective bargaining agreements with the Union
eliminates their Union-represented workers' jobs and pensions, and
cuts their wages.  The Teamsters argued, among other things, that
modification of their CBAs violates Section 1113 of the Bankruptcy
Code because it fails to consider actual in-house or contractor
work performed in estimating its savings, among other reasons.

The Court, however, approved Frontier's plan to furlough its heavy
maintenance workers during periods in which Frontier does not
require heavy maintenance work, and recall these workers during
periods Frontier has work available, Frontier said in a statement
posted on its Web site.

Judge Drain made clear in his decision that Frontier may outsource
its aircraft maintenance only as a last resort -- after
it has exhausted all other options to perform the heavy check
work at its repair station in Denver, Colorado, says
Marketwatch.com.

Pursuant to Section 1113(c) of the Bankruptcy Code, Frontier is
authorized to reject the CBAs effective October 31, 2008, and to
implement and perform under the terms of the Debtors' Revised
Proposal to Teamster Local 961, effective November 1, Judge Drain
said in an Order dated November 14.

The Revised Proposal, pursuant to Section 1113 of the Bankruptcy
Code -- as modified on the record in the Court on October 31,
2008 -- provides for, among other things:

  * Frontier's agreement to a baseline staffing level of 129
    mechanics assigned to work in C-Check, which it will attempt
    to hire by December 1, 2008;

  * participation for all eligible employees in a profit sharing
    pool of 10% of pre-tax earnings on Pre-Tax Earnings up to
    $10 million, and 15% on the portion of Pre-Tax Earnings
    above $10 million earned during each fiscal year through
    FY 2012;

  * wage rates be permanently reduced by 10%;

  * outsourcing by Frontier of maintenance workers as a result.

"In addition, inasmuch as the purpose of this Agreement is to
preserve IBT mechanics' jobs, it is appropriate to establish a
tipping point after which the number of IBT mechanic resignations
gives rise to the Company's ability to permanently outsource," a
provision in the Proposal said.

A full-text copy of the Revised 1113 Proposal is available for
free at:

    http://bankrupt.com/misc/FAH&IBT_Revised1113Proposal.pdf

"Under the debtor's last proposal, as set forth on the record this
afternoon, it is clear to me that outsourcing is a true last
resort -- to be implemented only if, in fact, the company is
unable to retain sufficient union members to do the job and also
is unable to fill, on a stopgap basis, the hole with casual
workers and local contract workers," Judge Drain said in his
ruling.

"The debtor needs the fallback protection in case, notwithstanding
a very reasonable process designed to keep the jobs with the IBT
and in the United States, reasonable objective criteria show that
aircraft are not being maintained reliably on time," the judge
further stated.

A full-text copy of Judge Drain's 36-page Court ruling is
available for free at:

   http://bankrupt.com/misc/FAH&IBT_JudgeDrainRuling.pdf

In mid November, Teamsters Airline Division Director David Bourne
praised Colorado Sen. Ken Salazar and Reps. John Salazar and Mark
Udall for opposing Frontier Airlines' plans to outsource heavy-
check aircraft maintenance to a foreign repair station.  Frontier
(Nasdaq: FRNT) planned to outsource about 130 Teamsters aviation
mechanics' jobs to Central America.  "Our friends in Congress are
right to be concerned about sending good American jobs overseas,"
Mr. Bourne said.  "It's essential that we maintain a critical mass
of workers who can perform tasks essential to the safety and
security of the flying public."

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' conflicts counsel, Faegre & Benson LLP is
the Debtors' special counsel, and Kekst and Company is the
Debtors' communications advisors.

(Frontier Airlines Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FRONTIER AIRLINES: IBT Appeals Concessions/Outsourcing Order
------------------------------------------------------------
The Teamsters Airline Division of the International Brotherhood
of Teamsters notifies the U.S. Bankruptcy Court for the Southern
District of New York that it will take an appeal to the District
Court for the Southern District of New York from Judge Robert
Drain's order granting Frontier Airlines Holdings, Inc.'s request
to reject its collective bargaining agreement with the Teamsters.

While Frontier has noted that the Court's approval of their plans
will help it "achieve a competitive cost structure", Teamsters
Local Union No. 961, argued that Frontier's outsourcing of all of
its maintenance work to Aeroman, a company based in El Salvador,
will displace the Union-represented mechanics in the airline.

Judge Drain has held that Frontier may outsource its aircraft
maintenance only as a last resort -- after it has exhausted all
other options to perform the heavy check work at its repair
station in Denver, Colorado.

Judge Drain's Order is hinged upon Frontier's plan to furlough
its heavy maintenance workers during periods in which the airline
does not require heavy maintenance work, and recall these workers
during periods that Frontier has work available.

In a letter addressed to Union members promptly after Judge Robert
Drain approved Frontier's plan, Teamsters Local 961 President
Matthew Fazakas, and Teamsters Airline Division Director David
Bourne pointed out that "the bankruptcy laws are skewed in favor
of [the] Debtors and against working people."  The Teamsters
officials, however, commended Judge Drain for trying to get
Frontier to negotiate in good faith, Marketwatch.com said.

"The economic concessions must be modeled after the Teamster
concession proposals, and there must be a fair and transparent
process to ensure the Company works in good faith in its hiring
practices so that it uses its outsourcing only as an absolute
last resort," they maintained.

A full-text copy of the Teamsters Officials' Letter is available
at no charge at http://researcharchives.com/t/s?355c

                   Teamsters Wants Order Stayed

The Teamsters Airline Division asked the Bankruptcy Court to
impose a stay, pursuant to Rule 80005 of the Federal Rules of
Bankruptcy Procedure, pending the Union's appeal of the Court's
Order rejecting the Union's CBA with Frontier to the extent it
applies to the subcontracting provisions.  Marianne Goldstein
Robbins, Esq., at Previant, Goldberg, Uelmen, Gratz, Miller &
Bruegmann, S.C., in Milwaukee, Wisconsin, argues, "Granting the
Stay will prevent Frontier from incurring duplicative obligations
to Aeroman and its C-Check employees, if the Union's appeal is
successful, which, in turn, will prevent duplicative claims
against Frontier for the benefit of all creditors," Ms. Robbins
tells the Court.

Ms. Robbins asserts that Frontier's proposal to subcontract all C-
Check work to Aeroman will result in the loss of 129 positions,
and 115 current employees of Frontier will lose their jobs, which
will cause irreparable harm to the Union and its members.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FRONTIER AIRLINES: Taps Jefferson Wells for Claims Reconciliation
-----------------------------------------------------------------
Frontier Airlines Holdings, Inc., and its two subsidiaries
obtained authority from the U.S. Bankruptcy Court for the Southern
District of New York to employ Jefferson Wells International,
Inc., to provide them with claims reconciliation services, nunc
pro tunc to October 27, 2008.

Prior to the Court's approval, the Debtors declared that no
objections, answers or responsive pleadings with respect to the
Debtors' request were filed.

The Debtors have engaged Jefferson Wells for tax-related services
prior to the Petition Date, hence, the firm has become familiar
with the Debtors' operations and financial management systems,
allowing it to provide the services in a cost-effective manner.

Accordingly, Jefferson Wells will provide the Debtors with
planning and set-up services, including:

   * working with the Debtors' management to understand the scope
     of claims for each legal entity;

   * working with the Debtors' claims agent and IT organization
     to understand the detail that they will provide to support
     the reconciliation process, and assisting in building the
     claims reconciliation database;

   * developing a database within Access/Excel to support the
     reconciliation process and ensure adequate reporting to
     the Debtors' management and the Court;

   * agreeing upon a final reconciliation process, reporting
     process and resources estimate to complete reconciliation;
     and

   * establish a communications plan.

The firm will also complete the reconciliation process as part of
its services to the Debtors, specifically:

   * comparing claims detail provided by the claims agent to
     Debtors' invoice data;

   * researching and providing support for differences
     identified;

   * coordinating, communicating and negotiating with claimants
     to reconcile claims and achieve consensual resolutions where
     warranted;

   * coordinating with the Debtors' counsel and other advisors to
     Debtors in connection with claims reconciliation, objection,
     allowance and distribution process.

As part of its reporting duties, Jefferson Wells will provide the
Debtors with reports on filed claims and claims reconciliation
and allowance, as well as other required data with respect to
bankruptcy reporting.

Jefferson Wells will also provide the Debtors with finance
department support, as may be necessary.

Jefferson Wells' professionals will be paid in accordance with
these hourly rates:

     Engagement Director                   $200
     Engagement Manager                    $150
     SEC Reporting and Bankruptcy Experts  $110-$145
     Professional                          $95-$135

Jefferson Wells will also be reimbursed for actual and reasonable
out-of-pocket expenses.

Jefferson Wells has not received a retainer from the Debtors.
However, in connection with tax services provided prior to the
Petition Date, the Debtors have a credit balance of $10,685 with
Jefferson Wells, which the firm intends to apply against amounts
that will be owing by the Debtors under the present engagement.

Stephen N. Nevers, a managing director at Jefferson Wells,
assures the Court that his firm is a "disinterested person" as
that term is defined under Section 101(14) of the Bankruptcy
Code.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FRONTIER AIRLINES: Wins Court Nod for Verizon Service Pacts
-----------------------------------------------------------
Frontier Airlines, Inc., and its debtor affiliates obtained the
U.S. Bankruptcy Court for the Southern District of New York's
permission to assume:

  * a service agreement, dated as of September 17, 2003, with
    Verizon Business Network Services Inc., on behalf of MCI
    Communications Services, Inc., doing business as Verizon
    Business Services LLC; and

  * the agreement to renew the term of the Service Agreement
    dated as of April 21, 2006, between Verizon Business and
    Frontier.

The Court lifted the automatic stay to allow Verizon Business to
apply a $45,000 deposit to, and in full satisfaction of,
Frontier's defaults under the Agreements.  Upon application of
the Deposit, Frontier will have satisfied all of its obligations
under Section 365(b)(1) of the Bankruptcy Code with respect to
the Agreements.

As agreed between the parties, Verizon Business will apply the
Deposit to cure all of Frontier's prepetition defaults under the
Agreements, for which Verizon Business filed Claim Nos. 216 and
263 for $165,503 in the Debtors' cases.  Frontier will
reconstitute the Deposit at a rate of $3,800 per month over the
next 12 months.

Subsequently, the Court deemed Verizon Business' Claims expunged
with prejudice.

The Amendments will constitute adequate protection and adequate
assurance of future performance by Frontier.  In effect, Verizon
will not (i) seek any additional or different collateral or other
credit protection on account of the Agreements, or (ii) rely on
any provision of the Agreements to terminate the Agreements,
based on the Debtors' financial condition, current Chapter 11
cases or the emergence from bankruptcy.

The Debtors filed with the Court a certificate of no objection to
their request, prior to the Court's approval order.

Under the original terms of the Agreements, Verizon Business
provides Frontier with communications and information technology
services, including voice service, dedicated leased line service,
secure ports and other network services, which are critical to
Frontier's operations, and depend on advanced and reliable
telecommunications services.

Pursuant to certain amendments to the Agreements, Frontier will
consolidate its telecommunications and information technology
services with Verizon Business, which will, in turn, expand the
scope of services to include internet service for Frontier's
operations in Mexico, wireless network support in 50 cities, the
provision of mobile communications devices, wireless cards and
other back-office services and equipment and circuit upgrades.

As a predicate to assumption, Verizon Business and Frontier have
agreed that Verizon Business will apply the deposit of $45,000 to
cure all of Frontier's prepetition defaults under the Agreements,
which defaults Verizon Business alleges total $165,503.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FUSELLA GROUP: Files for Ch. 11 to Halt Funds from Getting Dues
---------------------------------------------------------------
Fusella Group LLC sought bankruptcy protection on November 3,
2008, before the U.S. Bankruptcy Court in Manhattan to prevent its
union pension funds and welfare funds from taking action to
collect unpaid pension and welfare contributions.

Vincent J. Fusella, Jr., its president, said the union funds have
sent letters to and called the company's largest customers
regarding the company's obligations to the funds, which actions
have resulted in the cessation in the receipt of amounts owed to
the company by its clients.  The funds have filed an order to show
cause seeking interim relief in the U.S. District Court in the
Eastern District of New York.

"The Funds' precipitous actions have hampered the Debtor's ability
to operate and meet its obligations to all constituents,"
according to Mr. Fusella.

Mr. Fusella said the company seeks to reach a settlement with the
funds through the aegis of the bankruptcy court.

Mr. Fusella also said the company also experienced financial
difficulties in part due to agreeing to take on a job at the World
Trade Center, which turned out to be unprofitable.

Mr. Fusella and his brother, Jerry, comprise the company's senior
management. The Fusellas each receive a $4,500 weekly salary.  The
company has 36 full-time and part-time employees.

The company has a working capital loan and term loan from Saddle
River Valley Bank, which loans are secured by substantially all of
the Debtor's assets.  The amount outstanding under the loans is
$550,000.  The company has said it intends to negotiate an agreed
cash collateral stipulation with Saddle River.

Mr. Fusella said the company expects to generate gross revenues of
roughly $800,000 for the 30-day period after the bankruptcy
filing, and generate roughly $60,000 in operating profit on those
revenues.

"The Debtor intends to continue in the operation of its business
and propose a plan of reorganization which treats all creditors in
a fair and equitable manner consistent with the provisions of the
Bankruptcy Code," Mr. Fusella said.

Based in Bronx, New York, Fusella Group, LLC, dba, Fusella Group
is a privately held company engaged in the business of disposing
of hazardous waste materials from construction sites primarily in
New York City.  The Debtor's assets consist primarily of trucks
and related machinery and equipment as well as roughly $1,600,000
in accounts receivables due from customers.


FUSELLA GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Fusella Group, LLC
        dba Fusella Group
        1201 Elder Avenue
        Bronx, NY 10461

Bankruptcy Case No.: 08-14360

Chapter 11 Petition Date: November 3, 2008

Court: Southern District of New York (Manhattan)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Monte J. White, Esq.
                  Monte J. White & Associates, P.C.
                  1106 Brook Avenue
                  Wichita Falls, TX 76301
                  Tel: (940) 723-0099
                  Fax: (940) 723-0096
                  E-mail: legal@montejwhite.com


                  Scott S. Markowitz, Esq.
                  Tarter Krinsky & Drogin LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: (212) 216-8001
                  E-mail: smarkowitz@tarterkrinsky.com

Total Assets: $5,574,963

Total Debts: $4,151,877

A list of the Debtor's 20 largest unsecured creditors is avaiable
at no chrage at:

           http://bankrupt.com/misc/nysb08-14360.pdf


GENERAL MOTORS: Turns to Debtholders to Evade Chapter 11 Filing
---------------------------------------------------------------
John D. Stoll and Monica Langley at The Wall Street Journal report
that people familiar with the matter said that General Motors
Corp. is asking debtholders to exchange debt with equity.

WSJ relates that GM CEO Rick Wagoner and company executives are
drafting a business plan to be submitted to the Congress by
Tuesday.  The plan, says WSJ, must prove that GM can remain a
viable company despite bleak market conditions.  The report states
that GM will insist that it can turn itself into a leaner entity
with the help of a short-term loan from the government and
agreements with creditors and unions.  Citing people familiar with
the matter, the report says that that plan is yet to be approved
by GM's board and would include details on how GM will lighten its
debt obligations without filing for Chapter 11.

According to WSJ, many unsecured debtholders would absorb big
losses on their investment, but access to equity could allow them
to cash out of GM at a more attractive price.

WSJ quoted KDP Investment Advisors auto analyst Kip Penniman as
saying, "The terms will be very important," and investors will ask
"are they really going to fix this company or are we going to
potentially be back in a bankruptcy situation in a couple of
years."  Mr. Penniman, according to the report, said that this
recent maneuver could be critical to gaining government support.
It must be accompanied by strategy shifts or bondholders might
decline, the report states, citing the analyst.

WSJ says that GM has been asking banks, investors, and other
parties to help it as it seeks to sell assets, raise financing,
and cut debt.  "At a high level, we think interest expense
reduction is needed immediately for cash flow improvement, but GM
simply needs to reduce overall leverage.  This suggests principal
reduction should be one of the primary drivers of debt
restructuring," the report quoted J.P. Morgan Chase & Co. auto
analyst Himanshu Patel as saying.

J.P. Morgan estimates GM's debt load at $43.3 billion, with an
annual interest expense of $2.9 billion, WSJ reports.  The debt
has been a primary cause in GM's deterioration in recent years,
says the report.

Alex P. Kellogg at WSJ states that an expected decline in auto
sales for November could help GM, Ford Motor Co., and Chrysler LLC
make their case before the Congress for a government bailout.  If
the three companies succeed, the Congress could start considering
legislation next week, according to the report.  The report says
that big declines for stronger rivals like BMW, Toyota Motor
Corp., and Honda Motor Co. would support GM, Ford Motor, and
Chrysler's argument that the financial crisis is a major cause of
trouble across the auto industry.

Citing Barclays Capital, WSJ says that vehicle sales in November
are expected to come in at an annualized pace of below 11 million
vehicles, a slight improvement from October's rate of
10.6 million.  The report states that the November 2008 vehicle
sales would be five million vehicles below the 16.1 million year-
ago seasonally adjusted annualized rate.  GM, Ford Motor, and
Chrysler could suffer 30% drops or more in their sales, according
to the report.

Douglas A. McIntyre at 24/7 Wall St. relates that the debt to
equity conversion GM is seeking won't solve its problems.
According to 24/7, it would lead to several more problems.

GM's debt, according to WSJ, is trading at "distressed levels."
24/7 states that GM, with its stock at $5.24, has a market cap of
$3.2 billion.  The report says that a large conversion of debt to
equity could dilute shareholders by two or three times the current
level of stock, and GM's price-per-share could drop below $2.  The
value of the equity "could be further compromised" when GM secures
a government loan, the report adds.

          PBGC Express Concern on Use of Pension Funds

WSJ reports that the U.S. Pension Benefit Guaranty Corp. has
written to GM, Ford Motor, and Chrysler, asking for projections on
how they will use their pension plans to cover early retirements
or other buyout deals.  PBGC, says the report, is concerned that
the companies' use of pension funds to pay for restructuring
threatens to drain the funds.  The agency is worried that it might
have to step in to make the payments, the report states.

WSJ relates that the three companies' pension plans currently are
currently overfunded and PBGC Director Charles E. F. Millard said
that they won't have any funding problems in the next year or so.
WSJ says that Mr. Millard was worried of the continued use of the
plans for other corporate purposes, including restructuring, as
Ford Motor, GM, and Chrysler could take several more years to
restructure and could use the pension plans to cover the cost of
offering buyouts and early retirement.

The PBGC reported a $14 billion deficit in 2007, which was
narrowed to $11 billion in September 2008, according to WSJ.

                       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.


HERCULES CHEMICAL: Wants Until June 18, 2009, to File Ch. 11 Plan
-----------------------------------------------------------------
Hercules Chemical Company Inc. asks the United States Bankruptcy
Court for the District of New Jersey to extend its exclusive
periods to:

  a) file a Chapter 11 plan until June 18, 2009, and

  b) solicit acceptances of that plan until Aug. 17, 2009.

The Debtor say the extension of time will enable it to negotiate
a Chapter 11 plan of reorganization.  The Debtor says it prefer
a plan that has the support of all critical creditors including
holder of 75% of asbestos personal injury claims, and creditors
holding 2/3 of the total trade claims and 50% of the dollar value
of the trade claims voting on a plan.

According to the motion, the Debtor was unable to commence
negotiation regarding a plan of reorganization until an Official
Committee of Unsecured Asbestos Claimants was appointed in the
Chapter 11 case.  Joel M. Helmrich represents the future asbestos
personal injury claimants, the Debtor notes.

A hearing is set for Dec. 17, 2008, at 2:30 p.m., to consider
approval of the motion.  Objections, if any, are due Dec. 10,
2008.

                       About Hercules Chemical

Headquartered in Passaic, New Jersey, Hercules Chemical Company
Inc. makes products for plumbing, hearing air conditioning and
electrical trades.  The company filed for Chapter 11 protection
on Aug. 22, 2008 (Bankr. W.D. Penn. Case No. 08-25553).  Gregory
L. Taddonio, Esq., and Paul M. Singer, Esq., at Reed Smith LLP,
represent the Debtor.  Meyer, Unkovic & Scott LLP represents the
Debtor's Future Asbestos Personal Injury Claimants.  When the
Debtor filed for protection from its creditors, it listed assets
and debts between $10 million and $50 million.


I-MANY INC: Fails to Regain Compliance with Market Value Criteria
-----------------------------------------------------------------
I-many, Inc., received a NASDAQ Staff Determination indicating
that the company has not regained compliance with the minimum
$35 million market value of listed securities requirement set
forth in NASDAQ Marketplace Rule 4310(c)(3)(B).  As a result, the
company's common stock would be subject to delisting unless the
company requests a hearing before the NASDAQ Listing
Qualifications Panel.

I-many intends to request a hearing before the Panel.
Consequently, I-many's common stock will remain listed on The
NASDAQ Capital Market until the Panel renders a decision after the
hearing.  However, there can be no assurance that the Panel will
grant I-many's request for continued listing.

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.

As reported in the Troubled Company Reporter on Nov. 25, 2008,
Kevin M. Harris, chief financial officer and treasurer of I-Many,
Inc., disclosed on Nov. 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."


INTERTAN CANADA: CCAA Case Summary
----------------------------------
Applicants filing petitions under the Companies' Creditors
Arrangement Act:

  InterTAN Canada Ltd.
  Tourmalet Corporation

CCAA Petition Date: November 10, 2008

Court:  Ontario Superior Court of Justice
       (Commercial List)

Court File No.: 08-CL-7841

Canadian Judge:  Honorable Justice Geoffrey B. Morawetz

Applicants'
Lawyers:         Osler, Hoskin & Harcourt LLP
                 P.O. Box 50
                 1 First Canadian Place
                 Toronto, Ontario M5X 1B8

                 Edward Sellers
                 Tel: (416) 862-5959

                 Jeremy Dacks
                 Tel: (416) 862-4292

                 Marc Wasserman
                 Tel: (416) 862-4908

                 Fax: (416) 862-6666

Applicants'
Investment
banking advisor: NM Rothschild & Sons Canada Limited

Applicants'
Financial
Advisor:         FTI Consulting

CCAA Monitor:    Alvarez & Marsal Canada ULC

CCAA Monitor's
Lawyers:         Goodmans LLP
                 250 Yonge Street
                 Suite 2400, Box 24
                 Toronto, Ontario M5B 2M6

                 Jay Carfagnini
                 Joseph Latham

                 Tel: (416) 979-2211
                 Fax: (416) 979-1234

                       About InterTAN Canada

InterTAN Canada, Ltd., is a leading specialty retailer of consumer
electronics in Canada, and is the operating Canadian subsidiary of
the major U.S.-based electronics retailer Circuit City Stores,
Inc.  InterTAN operates retail stores under "The Source" brand,
and has employed around 3,130 employees as of September 30, 2008.

Tourmalet Corporation is an indirect, wholly owned subsidiary of
Circuit City, and is a non-operating holding company, whose sole
asset is the preferred stock of InterTAN Inc., the sole
shareholder of InterTAN Canada.

As of September 30, 2008, InterTAN had total assets of
approximately $370,000,000, and total liabilities of $110,000,000


INTERTAN CANADA: Obtains CCAA Stay, Access to $60,000,000 Loan
--------------------------------------------------------------
InterTAN Canada Ltd. and Tourmalet Corporation sought and obtained
an initial order from the Superior Court of Justice (Commercial
List) for the Province of Ontario, on November 10, 2008, granting
them protection from certain creditors under the Companies'
Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended.

Tourmalet is an indirect, wholly owned subsidiary of Circuit City,
and is a non-operating holding company, whose sole asset is the
preferred stock of InterTAN Inc., the sole shareholder of
InterTAN.

Pursuant to the Initial CCAA Stay Order, the Honorable Justice
Geoffrey B. Morawetz ruled that until and including December 9,
2008, no proceeding or enforcement process in any court or
tribunal will be commenced or continued against or in respect of
InterTAN, and Alvarez & Marsal Canada ULC, as the Court-appointed
Monitor, or affecting InterTAN's business or property.

During the Stay Period, no person is allowed to discontinue,
interfere with, terminate or cease to perform any right or
agreement in favor of or held by InterTAN, except with the
written consent of InterTAN and the Monitor.  In addition, the
Court restrained all persons having oral or written agreements
with InterTAN for the supply of goods or services from
discontinuing or interfering with the supply of those goods or
services.

No Proceeding may be commenced or continued against any of
InterTAN's former, current or future directors or officers with
respect to any claim against them that arose before the CCAA
Petition Date.  Mr. Justice Morawetz directed InterTAN to
indemnify its directors and officers from all claims and charges
relating to its failure to make payments on future wages, which
they sustain or incur in relation to their capacities as
directors and officers.

The Initial CCAA Stay Order provides that InterTAN's directors
and officers will be entitled to the benefit of, and are granted
a charge on InterTAN's property up to an aggregate amount of
$19,300,000, as security for the Court-mandated indemnity.

                   $60,000,000 DIP Financing

InterTAN, together with Circuit City Stores, Inc., and affiliates
who filed for Chapter 11 protection in the U.S. Bankruptcy Court
for the Eastern District of Virginia, entered into the
$1,100,000,000 DIP Facility with Bank of America, N.A., as
administrative agent, and several lenders, including General
Electric Capital Corporation and Wells Fargo Retail Finance,
LLLC.

Mr. Justice Geoffrey Morawetz of the Ontario Court has authorized
InterTAN to obtain and borrow funding under the DIP Facility to
finance InterTAN's working capital requirements and other general
corporate purposes and capital expenditures, provided that its
borrowings under the DIP Facility will not exceed $60,000,000
unless permitted by further Court order.

Bank of America, N.A. (Canadian Branch), in its capacity as a
lender and Canadian agent, will be entitled to the benefit of,
and is granted a charge on InterTAN's Property, which charge will
not exceed the aggregate amount owed to the DIP Lenders under the
DIP Facility.

Subject to availability under the DIP Facility, InterTAN will be
entitled, but not required, to pay certain expenses, whether
incurred prior to or after the Initial CCAA Stay Order, including
(i) all outstanding and future wages, salaries, employee and
pension benefits, vacation pay, bonuses and expenses incurred in
InterTAN's ordinary course of business, (ii) the fees and
disbursements of any assistants retained in respect of the CCAA
proceedings, and payments in respect of the key employee
retention program.

                       About InterTAN Canada

InterTAN Canada, Ltd., is a leading specialty retailer of consumer
electronics in Canada, and is the operating Canadian subsidiary of
the major U.S.-based electronics retailer Circuit City Stores,
Inc.  InterTAN operates retail stores under "The Source" brand,
and has employed around 3,130 employees as of September 30, 2008.

Tourmalet Corporation is an indirect, wholly owned subsidiary of
Circuit City, and is a non-operating holding company, whose sole
asset is the preferred stock of InterTAN Inc., the sole
shareholder of InterTAN Canada.

InterTAN Canada and Tourmalet on Nov. 10, 2008, sought and
obtained an initial order from the Superior Court of Justice
(Commercial List) for the Province of Ontario, on November 10,
2008, granting them protection from certain creditors under the
Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
amended.  Alvarez & Marsal Canada ULC has been appointed as CCAA
Monitor for the Applicants' case.  Jay Carfagnini and Joseph
Latham, Esq., at Goodmans LLP, represent A&M.

Edward Sellers, Jeremy Dacks, and Marc Wasserman, Esq., at Osler,
Hoskin & Harcourt LLP, are the Applicants' counsel.  NM Rothschild
& Sons Canada Limited, has been tapped as investment banking
advisor, and FTI Consulting has been engaged as financial advisor
for the Applicants.

Headquartered in Richmond, Virginia, Circuit City Stores (NYSE:
CC) together with 17 affiliates filed a voluntary petition for
reorganization relief under Chapter 11 of the Bankruptcy Code on
November 10 (E.D. Virg. Lead Case No. 08-35653).

(Circuit City Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


INTERTAN CANADA: Alvarez & Marsal Appointed as Monitor
------------------------------------------------------
The Honorable Justice Geoffrey B. Morawetz at the Superior Court
of Justice (Commercial List) for the Province of Ontario, in
Canada, appointed Alvarez & Marsal Canada ULC as InterTAN Canada
Ltd. and Tourmalet Corporation's monitor on November 10, 2008.

As an officer of the Court, Alvarez & Marsal will monitor
InterTAN's property and conduct of business with the powers and
obligations set out in the Companies' Creditors Arrangement Act.
Mr. Justice Morawetz ordered InterTAN and its shareholders and
officers to advise the Monitor of all material steps taken by the
company pursuant to the Court's initial stay order.  InterTAN is
also advised to cooperate fully with the Monitor in the exercise
of its powers and discharge of its obligations.

In addition to its rights and obligations under the CCAA, Alvarez
& Marsal will:

  (a) monitor InterTAN's receipts and disbursements;

  (b) liaise with InterTAN's financial advisor and investment
      bankers with respect to all matters relating the Property,
      the Business and other matters as may be relevant to the
      proceedings;

  (c) report to the Court with respect to matters relating to
      the Property, the Business, and other relevant matters;

  (d) assist InterTAN in its dissemination to the Canadian Agent
      of financial and other information as agreed to between
      InterTAN and the Canadian Agent;

  (e) advise InterTAN and its financial advisor in the
      preparation of InterTAN's cash flow statements and
      reporting required by the Canadian Agent, which
      information will be reviewed with the Monitor and
      delivered to the Canadian Agent and its counsel;

  (f) advise InterTAN in its development of a plan of compromise
      or arrangement, and any amendments to the Plan;

  (g) assist InterTAN with the establishment of a claims
      process, and the holding and administering of creditors'
      meetings for voting on the Plan;

  (h) have full and complete access to InterTAN's books, records
      and management, employees, advisors and investment
      bankers, and to the Business and the Property to the
      extent required;

  (i) be at liberty to engage independent legal counselor as the
      Monitor deems necessary or advisable respecting the
      exercise of its powers and performance of its obligations;

  (j) if deemed advisable, prepare a report and assessment on
      the Plan; and

  (k) perform other duties as are required by the Initial CCAA
      Stay Order or by the Court from time to time.

The Court clarified that Alvarez & Marsal will not take
possession of the Property, and will take no part in the
management or supervision of the Business.

In addition to the rights and protections afforded to the Monitor
under the CCAA, Alvarez & Marsal  will incur no liability or
obligation as a result of its appointment, save and except for
any gross negligence or willful misconduct on its part.

Alvarez & Marsal, its counsel and InterTAN's counsel will be paid
their reasonable fees and disbursements by InterTAN as part of
the costs of the proceedings.  Mr. Justice Morawetz also directed
InterTAN to pay Alvarez & Marsal $100,000, and InterTAN's counsel
$200,000, as security for payment of their fees and disbursements
outstanding from time to time.

Mr. Justice Morawetz further ruled that Alvarez & Marsal and
InterTAN, and their counsel and financial advisors will be
entitled to the benefit of, and are granted a charge on the
Property, which charge will not exceed an aggregate amount of
$2,000,000, as security for their professional fees and
disbursements incurred.

                       About InterTAN Canada

InterTAN Canada, Ltd., is a leading specialty retailer of consumer
electronics in Canada, and is the operating Canadian subsidiary of
the major U.S.-based electronics retailer Circuit City Stores,
Inc.  InterTAN operates retail stores under "The Source" brand,
and has employed around 3,130 employees as of September 30, 2008.

Tourmalet Corporation is an indirect, wholly owned subsidiary of
Circuit City, and is a non-operating holding company, whose sole
asset is the preferred stock of InterTAN Inc., the sole
shareholder of InterTAN Canada.

InterTAN Canada and Tourmalet on Nov. 10, 2008, sought and
obtained an initial order from the Superior Court of Justice
(Commercial List) for the Province of Ontario, on November 10,
2008, granting them protection from certain creditors under the
Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
amended.  Alvarez & Marsal Canada ULC has been appointed as CCAA
Monitor for the Applicants' case.  Jay Carfagnini and Joseph
Latham, Esq., at Goodmans LLP, represent A&M.

Edward Sellers, Jeremy Dacks, and Marc Wasserman, Esq., at Osler,
Hoskin & Harcourt LLP, are the Applicants' counsel.  NM Rothschild
& Sons Canada Limited, has been tapped as investment banking
advisor, and FTI Consulting has been engaged as financial advisor
for the Applicants.

As of September 30, 2008, InterTAN had total assets of
approximately $370,000,000, and total liabilities of $110,000,000

Headquartered in Richmond, Virginia, Circuit City Stores (NYSE:
CC) together with 17 affiliates filed a voluntary petition for
reorganization relief under Chapter 11 of the Bankruptcy Code on
November 10 (E.D. Virg. Lead Case No. 08-35653).

(Circuit City Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


INTERTAN CANADA: Considering Sale of Business, Says Monitor
-----------------------------------------------------------
Alvarez & Marsal Canada ULC, which has consented to act as monitor
in the proceedings under the Companies' Creditors Arrangement Act
commenced by InterTAN Canada Ltd. and Tourmalet Corporation,
delivered its first monitor report to the Superior Court of
Justice (Commercial List) for the Province of Ontario,
in Canada.

A full-text copy of the Monitor's Report is available for free
at http://bankrupt.com/misc/InterTAN_1stMonitorReport.pdf

In preparing the Report, Alvarez & Marsal said, it has relied
upon unaudited financial information, InterTAN's books and
records, and discussions with management.  Alvarez & Marsal
informed the Court that it has not audited, reviewed, or
attempted to verify the accuracy or completeness of the
information, and accordingly, the Monitor expresses no opinion or
other assurance on the information contained in the Report.

Alvarez & Marsal disclosed that it was retained by InterTAN on
October 31, 2008, as the proposed monitor.  Since that date,
Alvarez & Marsal has been reviewing InterTAN's available
financial information to gain knowledge of InterTAN's business
and financial affairs, and has been preparing for InterTAN's
anticipated CCAA application.

                         Credit Facility

InterTAN's sole secured credit facility was established under an
agreement between borrowers Circuit City, certain of its U.S.
affiliates and InterTAN, and Bank of America N.A. as agent and
lender.  Tourmalet is not a party to the Credit Facility but it
has guaranteed InterTAN's obligations.

As a result of the U.S. Debtors' commencement of Chapter 11
proceedings, the Credit Facility was terminated, and the parties
to that loan agreement entered into a Debtor-in-Possession loan
facility.

Unlike the Credit Facility, Alvarez & Marsal said that the DIP
Facility provides that credit would only be advanced to Circuit
City on the condition that InterTAN become a joint and several
borrower for all advances and a guarantor for the entire
facility, including existing advances to the U.S. Debtors, and to
have all of InterTAN's assets pledged as security for those
obligations.  Alvarez & Marsal also understands that the DIP
Lenders will only extend credit to InterTAN if the DIP Facility
is approved by the Court under the CCAA with a charge over all of
the assets and property of InterTAN.

                 InterTAN's Financial Position

As of September 30, 2008, InterTAN had total assets of
approximately $370,000,000, the Report disclosed.  InterTAN's
current assets represented $218,622,642 of its total assets,
including $148,131,256 of inventory, $49,958,615 of current
accounts and notes receivables, and $5,798,376 in cash.  Non-
current assets were comprised primarily of property, plant and
equipment of $44,936,936, notes receivable of $90,862,414, which
represents promissory notes from InterTAN, Inc. and Tourmalet,
and goodwill of $8,729,887.

As of September 30, InterTAN's total liabilities were
approximately $110,000,000, consisting of current liabilities of
$89,465,123, miscellaneous long-term liabilities of $20,222,964
and inter-company payables of $251,050.  Current liabilities
included $49,723,903 of trade accounts payable, accrued expenses
of $22,215,186, deferred service contract revenue of $9,801,152,
and short term bank borrowings of $7,500,000.

In preparation for a CCAA application, InterTAN with the
assistance of its financial advisor FTI Consulting prepared a 17-
week cash flow forecast.  As set out in the Cash Flow Forecast,
InterTAN's borrowings under the Credit Facility were projected to
be approximately $43,300,000 through November 9, 2008.

A copy of the Cash Flow Forecast can obtained at no charge at:

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

Due to the seasonal nature of InterTAN's business, the credit
requirements to fund its operations are projected to reduce
rapidly throughout December as it receives the proceeds from the
Christmas sale season.  Borrowings under the DIP Facility
required to fund InterTAN's operations are projected to be
reduced to approximately $1,000,000 by January 4, 2009.  From
that time forward, the Cash Flow Forecast indicates that
borrowings under the DIP Facility to fund InterTAN's operations
will range from $600,000 to $8,600,000 through the week ending
March 1, 2009.

                   Restructuring of InterTAN

The Monitor told the Court that one of the restructuring
alternatives to be pursued by InterTAN and the U.S. Debtors is the
sale of all or a portion of their businesses.  In early 2008,
Circuit City considered strategic options with respect to
InterTAN, including pursuance of a divestiture transaction
involving InterTAN.  To date, the sales initiative has not
resulted in the completion of a transaction involving InterTAN.

On October 9, 2008, InterTAN's shareholder, InterTAN, Inc.,
executed a unanimous shareholder's declaration wholly relieving
the board of directors of InterTAN of their directorial powers.

Alvarez & Marsal also noted that the DIP Facility requires the
implementation of a court-approved sales process with respect to
the assets and business of the U.S. Debtors.  However, there is
no specific requirement in the DIP Facility for a sale process
with respect to the business and property of InterTAN.  It is
InterTAN's view that a sales process ought to be pursued
concurrently with other restructuring and refinancing options in
an effort to maximize stakeholder value, the Monitor notes.  NM
Rothschild & Sons Canada Limited has been engaged as an
investment banking advisor to pursue strategic alternatives for
InterTAN.

The financing of InterTAN's Canadian operations is intertwined
with the financing of Circuit City's U.S. operations as the
Canadian and U.S. entities are parties to the same DIP Facility.
Alvarez & Marsal told the Court that it has not been a party to
the "obviously ongoing and very complex negotiations" between
InterTAN and the DIP Lenders.  However, the DIP Lenders have
advised InterTAN that they are only wiling to continue to extend
credit to InterTAN under the DIP Facility and as part of a CCAA
filing coordinated with the Chapter 11 proceedings.  The DIP
Facility will also be available for working capital and general
corporate purposes and for post-filing expenses and costs during
the Chapter 11 proceedings and the CCAA proceedings.

InterTAN has advised Alvarez & Marsal that it has agreed to enter
into a key employee retention plan with certain of its key
management employees, consisting of the chief executive officer,
the chief financial officer and three vice presidents.  InterTAN
believes that the retention of these employees is necessary to
the preservation of InterTAN's enterprise value as it proceeds
with its restructuring.  The maximum amounts payable under the
KERP are $838,000.

Based on the information and analysis that has been made
available to it, Alvarez & Marsal estimated that total trade
creditor claims that may be stayed by the Initial CCAA Stay Order
are in the order of $26,800,000 to $31,800,000, net of estimated
potential set-offs.  Alvarez & Marsal disclosed that it has been
provided with an extract of a report prepared on behalf of the
DIP Lenders to estimate the net orderly liquidation value of
InterTAN's inventory.

Alvarez & Marsal notes that generally, a going concern
restructuring best preserves value of a company, whereas a
liquidation and wind-down generally results in a diminution in
value.  The Monitor further notes that the liquidation and wind-
down of InterTAN would:

  -- eliminate over 3,000 jobs, many of which would be preserved
     if InterTAN were continued as a going concern;

  -- detrimentally affect dealers, joint venture partners and
     other stakeholders, whose interests would be preserved in a
     going concern sale; and

  -- result in a number of claims that would not arise in a
     going concern scenario, like employee and landlord claims,
     which would reduce the amount of proceeds available for
     other unsecured creditors.

The proposed going concern restructuring of InterTAN would
principally limit the claims that would be stayed and potentially
compromised to trade liabilities estimated to be approximately
$26,800,000 to $31,800,000, the Report notes.

Alvarez & Marsal informed the Court that it is supportive of
InterTAN's efforts to obtain interim financing, so as to avoid
liquidation, and facilitate a restructuring or going concern sale
under the CCAA to protect its employees and other stakeholders.
Alvarez & Marsal further noted that the DIP Lenders are only
wiling to extend additional credit to InterTAN under the
conditions of the DIP Facility.

                       About InterTAN Canada

InterTAN Canada, Ltd., is a leading specialty retailer of consumer
electronics in Canada, and is the operating Canadian subsidiary of
the major U.S.-based electronics retailer Circuit City Stores,
Inc.  InterTAN operates retail stores under "The Source" brand,
and has employed around 3,130 employees as of September 30, 2008.

Tourmalet Corporation is an indirect, wholly owned subsidiary of
Circuit City, and is a non-operating holding company, whose sole
asset is the preferred stock of InterTAN Inc., the sole
shareholder of InterTAN Canada.

InterTAN Canada and Tourmalet on Nov. 10, 2008, sought and
obtained an initial order from the Superior Court of Justice
(Commercial List) for the Province of Ontario, on November 10,
2008, granting them protection from certain creditors under the
Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
amended.  Alvarez & Marsal Canada ULC has been appointed as CCAA
Monitor for the Applicants' case.  Jay Carfagnini and Joseph
Latham, Esq., at Goodmans LLP, represent A&M.

Edward Sellers, Jeremy Dacks, and Marc Wasserman, Esq., at Osler,
Hoskin & Harcourt LLP, are the Applicants' counsel.  NM Rothschild
& Sons Canada Limited, has been tapped as investment banking
advisor, and FTI Consulting has been engaged as financial advisor
for the Applicants.

As of September 30, 2008, InterTAN had total assets of
approximately $370,000,000, and total liabilities of $110,000,000

Headquartered in Richmond, Virginia, Circuit City Stores (NYSE:
CC) together with 17 affiliates filed a voluntary petition for
reorganization relief under Chapter 11 of the Bankruptcy Code on
November 10 (E.D. Virg. Lead Case No. 08-35653).

(Circuit City Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KADIN CORP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Kadin Corporation
        3653 Regent Boulevard, Ste. 104
        Jacksonville, FL 32224

Bankruptcy Case No.: 08-06883

Debtor-affiliate filing separate chapter 11 petition;

   Debtor                                  Case Number
   ------                                  -----------
   We Move the Earth, LLC                     08-6884

Chapter 11 Petition Date: November 4, 2008

Court: Middle District of Florida (Jacksonville)

Judge: Paul M. Glenn

Debtor's Counsel: Bradley R. Markey, Esq.
                  Stutsman, Thames & Markey P.A.
                  50 N Laura Street Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: (904) 358-4000
                  Fax: (904) 358-4001
                  E-mail: BRM@stmlaw.net

                  -- and --

                  Richard R. Thames, Esq.
                  Stutsman Thames & Markey, P.A.
                  50 N Laura Street Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: (904) 358-4000
                  E-mail: rrthames@stmlaw.net

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

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

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

           http://bankrupt.com/misc/flmb08-06883.pdf


KEY PROPERTY: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Key Property, LLC
        512 N. Washington Street
        Alexandria, VA 22314

Bankruptcy Case No.: 08-17402

Chapter 11 Petition Date: November 25, 2008

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Robert M. Marino, Esq.
                  rmmarino@rpb-law.com
                  Redmon Peyton & Braswell, LLP
                  510 King Street, Suite 301
                  Alexandria, VA 22314-3143
                  Tel: (703) 684-2000
                  Fax: (703) 684-5109

Total Assets: $62,471,773

Total Debts: $38,482,899

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Mark Baran                     conveyance, and    $2,200,000
213 S. Columbus Street         subordinated
Alexandria, VA 22314-3601      obligation for
                               conveyance, of
                               Units 39, 40 and
                               45 to Key
                               Property, LLC

Mountain Funding               mezzanine          $1,000,000
13860 Ballantyne Corporate PI  financing for
Charlotte, NC 28277            SeaSide, Key West,
                               development project;
                               estimated claim is
                               residual to the
                               nineteen townhomes
                               remaining in the
                               Seaside project

Gary Hall                      loans to Robert   $513,100
1001 W. 7th Street             A. Butler, Sr.
Galena, KS 66739               for mortgage
                               payments, test
                               marketing,
                               salaries and
                               project operations
                               relating to
                               remaining 19 units
                               in SeaSide, Key W.

Vilma Marino                   -                 $387,720

Clifford B. Hardy              -                 $250,000

SeaSide KW Residents HOA       -                 $118,862
Assoc.

Hydrologic Associates USA,     -                 $108,920
Inc.

Charles McCoy & Associates     -                 $102,000

First Housing Development      -                 $80,000
Corp.

Paul L. Waldron                -                 $65,000

LC Interiors, LLC              -                 $32,000

Paypal                         -                 $23,334

Century21 Keysearch            -                 $19,200

Washington Post Media          -                 $9,444

Payne Sauners Associates, Inc. -                 $6,192

R.E. Reese, P.A.               -                 $5,775

The petition was signed by Paul L. Waldron, co-manager of the
company.


LANDAMERICA: Seeks Court Nod for Underwriters Sale to Fidelity
--------------------------------------------------------------
LandAmerica Financial Group, Inc., seeks to sell its stock in
Underwriters Commonwealth Land Title Insurance Company and
Lawyers Title Insurance Corporation to Fidelity National Title
Insurance Company and Chicago Title Insurance Company for
$298 million.

John H. Maddock III, Esq., at McGuirewoods LLP, in Richmond,
Virginia, LandAmerica Financial Group and its debtor-affiliates'
proposed counsel, relates that recognizing the macro-economic
conditions that were adversely affecting the Underwriting
Companies, LFG determined in mid-September 2008 to pursue various
strategic alternatives, including a sale of the Company.  In this
light, LFG retained JPMorgan as financial advisor and formed a
special committee to evaluate potential transactions.

Ultimately, Fidelity National emerged as the only party with the
ability to engage in a strategic transaction with the Debtors.
Accordingly, LFG entered into a merger agreement with Fidelity
National on November 7, 2008.  However, by November 21, Fidelity
National backed out of the deal, saying it wasn't satisfied with
the results it got from the due diligence process, Mr. Maddock
notes.

Since that time, the Debtors have actively negotiated with
Fidelity National to determine if an alternative agreement could
be reached that would be satisfactory to both parties.  The
parties were finally successful in reaching an agreement on the
terms and condition of a Stock Purchase Agreement, as executed by
the Debtors and Fidelity National on November 26, 2008.

The salient terms of the Stock Purchase Agreement are:

  (a) Purchased Shares.  On the closing date, LFG will sell,
      transfer and deliver to the Buyers the shares of the
      Underwriting Companies in accordance with the terms of the
      SPA, free and clear of all liens and claims against the
      shares.

  (b) Purchase Price and Assumed Liabilities.  The purchase
      price of the shares will total approximately $298 million
      in cash.  In addition, the Buyers will assume certain
      liabilities of LFG, including:

        (i) approximately $150 million in intercompany
            obligations owed by the Debtors and their non-debtor
            subsidiaries to the Underwriting Companies;

       (ii) approximately $45 million in deferred compensation
            liabilities and certain other employee-related
            liabilities; and

      (iii) a number of contracts, licenses, leases and other
            third-party arrangements currently carried outside
            of the Underwriting Companies but existing primarily
            to provide services to the Underwriting Companies.

  (c) Continued Employment for Employees.  While the Buyers are
      under no obligation to continue the employment of the
      Underwriting Companies' employees after the closing, LFG
      expects that the Buyers will require and therefore retain
      most of the employees following the closing in order to
      continue to run the Underwriting Companies' business.

  (d) Pension Plan.  Upon the closing of the deal, Fidelity
      National or its designee will assume and honor the
      LandAmerica deferred compensation plans and will be the
      owner of all corporate owned life insurance policies
      purchased as a funding source for those plans.  Upon the
      closing of the deal, the Debtors will apply that portion of
      the Purchase Price necessary to eliminate underfunded plan
      obligations.  Alternatively, the Buyers will be entitled to
      fund directly the payment of the underfunded plan
      obligations on behalf of the Debtors from the Purchase
      Price.

  (e) Transition Services Agreement.  LFG and the Buyers will
      also enter into a transition services agreement pursuant
      to which they will provide to each other various
      transition services while they work together to separate
      the purchased businesses from those that have not been
      transferred and migrate services from LFG and its non-
      Underwriting Companies subsidiaries to the Buyers and their
      affiliates.

  (f) Indemnification.  The Debtors are required to indemnify the
      Buyers.  About $10 million of the purchase price will be
      deposited in an escrow account with respect to LFG's
      indemnification obligations.

A full-text copy of the FNF Stock Purchase Agreement is available
for free at http://ResearchArchives.com/t/s?3570

                  Insurance Regulatory Overlay

Mr. Maddock relates that the Debtors and the Buyers have been in
close contact with the Nebraska Department of Insurance regarding
the SPA and the commencement of the Debtors' Chapter 11 cases.

NEDOI has filed a petition with the Court of Lancaster County,
Nebraska, on November 24, 2008, to place Commonwealth NE and
Lawyers Title, two Nebraska corporations, in rehabilitation.

NEDOI previously informed Commonwealth NE and Lawyers Title that
it believed their third quarter 2008 statutory financial filings
evidenced that the insurers had reductions in statutory surplus
that placed them in "hazardous financial condition" under the
Nebraska Insurers Supervision, Rehabilitation and Liquidation
Act.  NEDOI that if the Underwriters' financial condition,
worsened, it intended to place Commonwealth NE and Lawyers Title
either under Administrative Supervision or Rehabilitation.
Subsequently, as a result of the termination with the Merger
Agreement with Fidelity National, NEDOI informed Commonwealth NE
and Lawyers Title that they would be placed in rehabilitation.

                  Need for An Expedited Sale

The Debtors believe that, unless the Stock Sale to the Buyers is
expeditiously consummated, they will suffer significant value
deterioration.  "Accordingly, time is of the essence," Mr.
Maddock says.

Mr. Maddock contends that each day that passes in which the Sale
is not consummated increases exponentially the risk of loss of
value at the Underwriting Companies.  "The business of the
Underwriting Companies is not one built upon bricks and mortar.
Rather, the Underwriting Companies' principal assets are their key
employees and their ability to retain their broad customer base."
Absent near term certainty that the Underwriting Companies will be
sold and continue as viable going concerns, a rapid attrition of
customers and businesses will result and employees will leave the
companies, Mr. Maddock points out.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Eastern District of Virginia to approve the Sale of the
Underwriting Companies to Fidelity National; and approve the SPA.

The Court has set the hearing on the Debtor's request for
December 16, 2008.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc. is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents. LandAmerica serves its agent,
residential, commercial and lender customers throughout the
United States, Mexico, Canada, the Caribbean, Latin America,
Europe and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E. D. Virginia, Lead Case No. 08-35994).
Dion W. Hayes, Esq., and John H. Maddock III, Esq., at
McGuireWoods LLP, are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.  (LandAmerica Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


MASONITE INT'L: Forbearance Agreement Extended Until December 19
----------------------------------------------------------------
Masonite International Inc. said it entered on Nov. 25, 2008, into
an amendment to its credit agreement and an extension of the
forbearance agreement dated Sept. 16, 2008, with its bank lenders.
The extension of time provides the company to develop a revised
business plan for 2009, which will serve as the basis of its
efforts to create an appropriate capital structure to support
Masonite's long-term business objectives.

According to the amendment, lenders provides for the Dec. 19,
2008, deadline to be further extended to Jan. 15, 2009, provided
the company:

  a) delivers a draft business plan by Dec. 19, 2008;

  b) reviews the plan with the bank lenders by Dec. 22, 2008;

  c) delivers a final business plan by Jan. 15, 2009; and

  d) complies with a number of other provisions related to the
     negotiation of a consensual restructuring plan.

In addition, the company agreed to a 2% increase in the interest
rate under the credit agreement which increase is payable in the
form of additional indebtedness.

As a result of its financial performance for the quarters ended
June 30 and Sept. 30, 2008, the company said it was not in
compliance as of such dates with certain financial covenants
contained in its credit facility, which constituted an event of
default under the credit facility.  The financial covenants relate
to EBITDA metrics and reflect the challenging conditions in the
U.S. housing industry, the company said.  The company further said
it is engaged in ongoing negotiations with lenders that are party
to the credit facility regarding a potential amendment to the
terms of the credit facility.  There is no assurance that the
negotiations with lenders will result in an amendment acceptable
to the company and to its lenders.

Under the the amendment, which is effective Nov. 25, 2008, neither
the administrative agent nor the lenders will:

  i) take action to accelerate the maturity of or terminate the
     company's revolving credit facility or to otherwise enforce
     payment of the Company's obligations under the credit
     agreement; or

ii) exercise any other rights and remedies available to them
     under the credit agreement or applicable law.

The forbearance agreement applies to the non-compliance of the
covenants as of June 30 and Sept. 30, 2008.  The forbearance
agreement termination date is the earliest of Dec. 19, 2008, any
other Event of Default, and any Termination Event as defined in
the Bondholder Forbearance Agreement dated Nov. 17, 2008.  The
forbearance agreement can also be terminated if the Company fails
to deliver certain financial information by agreed upon dates.

On Nov. 17, 2008, the company entered into a separate forbearance
agreement with holders of a majority of the senior subordinated
notes due 2015 issued by two of the company's subsidiaries.  Under
terms of the Bondholder Forbearance Agreement, which is effective
through Dec. 31, 2008, the noteholders executing the Bondholder
Forbearance Agreement agreed that during such period they will not
exercise rights and remedies against the Company solely with
respect to the Company's failure to make the interest payment due
on Oct. 15, 2008.

            About Masonite International Corporation

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

                           *     *     *

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


MASONITE INT'L: Posts Lower EBITDA of $32.1-Mil. in 3rdQ
--------------------------------------------------------
Masonite International Inc. reported that third quarter 2008 sales
of $453.2 million, a decline of 14.4% compared to sales of $529.3
million in the third quarter of 2007.  Operating EBITDA decreased
54.7% to $32.1 million from $70.8 million in the third quarter of
2007.

"Masonite's financial results in the third quarter reflect the
extraordinary and unprecedented decline in the U.S. and other
housing markets," said Fred Lynch, President and Chief Executive
Officer of Masonite International Inc.  "In response to these
challenges, we moved aggressively to right-size our cost structure
and business operations, while maintaining a clear focus on
delivering the highest value door products to our customers around
the world.  We continue to work with our bank lenders and
bondholders on developing an appropriate capital structure to
support our long-term business objectives."

In the third quarter of 2008, the company's net debt increased
by $21.1 million as cash flow was negatively impacted by trade
payables terms contraction of $18.1 million relating to Masonite
credit concerns and $6.6 million relating to professional advisor
and forbearance fees associated with pursuing an amendment to the
company's Senior Secured Credit Facility.  Excluding these one-
time, unusual cash outflows, normalized cash flow was $3.6 million
for the quarter.

According to the company, sales to external customers from
facilities in North America decreased 17.9% to $301.4 million
in the third quarter of 2008 from $366.9 million in the third
quarter of 2007.  Sales decreased 17.8% in North America excluding
the impact of favorable foreign exchange movements.
In addition, sales to external customers from facilities outside
of North America, primarily in Western Europe, decreased
approximately 6.5% to $151.8 million in the third quarter of 2008
from $162.4 million in the prior year period. Favorable foreign
currency movements provided a $9.2 million positive impact on
comparative consolidated sales.  Excluding the impact of favorable
exchange rates, sales in the company's Europe and Other segment
decreased 11.5% over the prior year period due to deteriorating
market conditions continue, in particular in the United Kingdom,
as well as in some parts of Eastern Europe.

The company said that operating EBITDA decreased to $32.1 million
in third quarter 2008 from $70.8 million in third quarter of 2007
due in large part to lower sales volumes and input cost inflation
that have not been fully offset by price increases nor lower
selling, general and administration expenses of $10.3 million
versus the prior period.

For the nine months ended September 30, 2008, the company reported
consolidated sales of $1,425.4 million, a decline of 15.5%
compared to sales of $1,687.7 million in the first nine months of
2007. Operating EBITDA decreased 46.4% to $124.9 million from
$233.0 million in the first nine months of 2007.
Year to date net debt increased by $145.9 million, influenced
heavily by $21.1 million of trade payables terms contraction, $6.8
million for professional and advisor fees and forbearance fees
associated with pursuing an amendment to the Company's Senior
Secured Credit Facility, $52.2 million repayment resulting from
the termination of the Company's accounts receivable sale
facility, and $41.3 million for contractually required
acquisitions and distributions to minority interest shareholders.

The company's sales to external customers from facilities in North
America decreased 23.3% to $922.6 million in the first nine months
of 2008 from $1,203.1 million in the first nine months of 2007.
Approximately $120.0 million of the decline in sales is
attributable to sales in geographic regions that The Home Depot
moved to a competitor in the second half of 2007. Sales decreased
16.1% in North America excluding the loss of The Home Depot
regions and favorable foreign currency movements. Sales to
external customers from facilities outside of North America,
primarily in Western Europe, increased approximately 3.9% to
$502.8 million in the first nine months of 2008 from $484.1
million in the prior year period. Favorable foreign currency
movements provided a $50.1 million positive impact on comparative
consolidated sales.  Excluding the impact of favorable foreign
exchange rates, sales in the Company's Europe and Other segment
decreased 3.7% over the prior year period.

The company related that net debt increased $21.1 million to
$2,056.1 million during the quarter.  Cash flow from ongoing
operations was a source of $17.8 million for the quarter.  The
Company completed the sale of a closed site in the UK and used the
proceeds to repay debt.  During the third quarter a contractually
required distribution to a minority shareholder was made in the
amount of $2.4 million.  Payments for severance and termination
benefits pursuant to prior facility closures and past and current
headcount reductions were $7.1 million in the quarter.  The
company paid cash fees of $3.0 million to the financial and legal
advisors engaged in respect of the company's current financial
situation. Upon signing of the forbearance agreement in September
of 2008, the Company paid fees of
$3.6 million.

On a year to date basis, net debt increased $145.9 million.
Ongoing operations generated approximately $86.6 million of cash
flow year to date.  Surplus assets from closed facilities were
disposed of for proceeds of $8.2 million.  Contractually required
acquisitions and distributions used $41.3 million of cash year to
date.  Payments in respect of restructuring activities totaled
$22.5 million year to date and the company paid cash fees and
forbearance fees of $6.8 million relating to the company's current
financial situation.  Year to date Masonite has paid $102.7
million of cash interest and $52.2 million was repaid upon
termination of the AR sales facility in the second quarter of
2008.

The company said it was not in compliance with the financial
covenants contained under its senior secured credit agreement as
at Sept. 30, 2008.  The company said it continues to negotiate
with the lenders party to the senior secured credit agreement
regarding an amendment to the terms of the agreement and a waiver
of its non-compliance.  To date, no final agreement has been
reached and there can be no assurance that an amendment acceptable
to the company and its lenders will be reached in the future.

A full-text copy of the Company's unaudited financial information
for the third quarter and first nine months of 2008 is available
for free at http://ResearchArchives.com/t/s?3578

                       Forbearance Agreement

On Nov. 17, 2008, the company entered into a separate forbearance
agreement with holders of a majority of the senior subordinated
notes due 2015 issued by two of the Company's subsidiaries. Under
terms of the forbearance agreement, which is effective through
Dec. 31, 2008, the noteholders executing the forbearance agreement
agreed that during such period they will not exercise rights and
remedies against the Company solely with respect to the company's
failure to make the interest payment due on October 15, 2008.  The
forbearance agreement terminates prior to Dec. 31, 2008 upon
certain events.

The company entered into an extension of the forbearance agreement
dated Sept. 16, 2008, with its bank lenders on November 25, 2008
and amended its credit facility.  This extension provides the
Company time to develop a revised business plan for 2009, which
the company believes will serve as the basis of its efforts to
create an appropriate capital structure to support Masonite's
long-term business objectives.  The amendment increased the
interest rate under the credit agreement by 2%. The 2% increase is
payable in additional indebtedness rather than cash.

According to the company, as a result of current conditions in the
credit, currency and housing markets, as well as in the overall
economy, it will be required to conduct an impairment analysis of
goodwill and other intangible assets as of Sept. 30, 2008 in
accordance with Generally Accepted Accounting Principles. Until
this process is completed, the company will not be in a position
to issue full financial results for the three and nine months
ended Sept. 30, 2008.  This valuation analysis is underway and it
is expected that the full financial statements will be filed by
Dec.r 31, 2008.

Masonite's financial statements for the quarter and nine month
period ending Sept. 30, 2008, have not been finalized. Masonite is
required to consider all available information through the
finalization of its financial statements and the possible impact
of such information on its financial condition and results of
operations for the reporting period.

            About Masonite International Corporation

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

                           *     *     *

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


MEDINA GLASS: Files for Chapter 11 Protection
---------------------------------------------
Arielle Kass Crain's Cleveland Business reports that Medina Glass
Block has filed for Chapter 11 protection in the U.S. Bankruptcy
Court for the Northern District of Ohio.

According to a report posted at Blog.cleveland.com by Frank
Bentayou of Plain Dealer Reporter, Medina Glass was hurt by the
"protracted downturn" in home building.

Medina Glass' assistant vice president Chuck Boesch said in a
statement that the company intends to restructure and continue
operating.  TrollerBk.com relates that Medina Glass listed an
estate with assets of less than $100,000 and liabilities of less
than $100,000, and that the company has sought the Court's
permission to employ Hahn Loeser & Parks LLP as its bankruptcy
counsel.

Medina Glass is evaluating its retail business and strengthening
its commercial and wholesale operations, Crain's Cleveland states,
citing Mr. Chuck Boesch.

                      About Medina Glass

Medina, Ohio-based Medina Glass block --
http://www.medinaglassblock.com/-- is a privately held company
which makes glass block windows, showers, bars and other home-
builder and home-improvement features.  It has about 100
employees.


MEDIS TECHNOLOGIES: Management Raises Going Concern Doubt
---------------------------------------------------------
Jose Mejia, president and chief executive officer of Medis
Technologies Ltd., disclosed that for the three months ended
September 30, 2008, the company posted a net loss of $13,676,000.
For the nine months ended September 30, 2008, the company posted a
net loss of $43,047,000.

Mr. Mejia relates that since its inception, the company has
sustained operating losses and has used cash in its operations. At
September 30, 2008, the company had cash and cash equivalents of
$22,353,000, short term investments of $1,160,000 and restricted
cash and deposits of $5,807,000. During the nine months ended
September 30, 2008, the company used net cash used in operating
activities of $35,712,000 and incurred a net loss of $43,047,000.
"Historically, the company has relied upon external financing for
its operations, principally through the issuance and sale of its
common stock, warrants, preferred stock and convertible notes, to
fund its research and development activities and other operating
costs, acquire property, plant, equipment, and other operating
assets and operate its manufacturing facilities.  The company
plans to continue to finance its operations, as it has in the
past, through the sale of its securities until such time that it
is able to generate sufficient funds from the sale of its products
to finance its operations.  The company cannot, however, give any
assurance that it will in the future continue to be successful in
obtaining such additional necessary financing or that it will be
able to achieve a level of profitability from the sale of its
products to sustain its operations.  Accordingly, these conditions
and current market and economic conditions raise substantial doubt
about the company's ability to continue as a going concern," Mr.
Mejia says.

According to Mr. Mejia, in June 2008, Medis Technologies completed
a financing pursuant to which it sold its securities to selected
institutional investors for aggregate gross proceeds of
$29,000,000, less costs of approximately $1,420,000.

In May 2008, Medis Technologies sold $7,500,000 of its common
stock, less issuance costs of approximately $223,000, pursuant to
a common stock purchase agreement that it entered into with
Azimuth Opportunity, Ltd. on April 28, 2008.  Pursuant to the
Purchase Agreement, Medis Technologies obtained a committed equity
line of credit facility under which it may sell up to
$60 million of its registered common stock to Azimuth over an
18-month period, subject to certain conditions and limitations,
including that the minimum threshold price of Medis Technologies'
common stock on any given trading day must equal or exceed $6.00.

In November 2007, Medis Technologies entered into a $35,000,000
equity distribution agreement with UBS Securities LLC. Pursuant to
that agreement, from November 2007 through April 2008, MTL
received gross proceeds of approximately $35,000,000 from the sale
of its common stock, less issuance costs aggregating approximately
$1,425,000.

A full-text copy of the company's Quarterly Report is available
for free at http://researcharchives.com/t/s?3574

                     About Medis Technologies

Medis Technologies Ltd. is a holding company, which through its
wholly owned subsidiaries, Medis El Ltd. and More Energy Ltd.,
designs, develops and markets innovative liquid fuel cell
solutions principally for the mobile handset and portable consumer
electronics markets.  MTL, through its majority owned indirect
subsidiary, Cell Kinetics Ltd. is also seeking to exploit
commercially an improved cell carrier under its CKChipTM product
line, which was considered to be the nucleus of the company's
CellScan system.  This unique cell carrier can accommodate large
quantities of living cells, each in individual wells, for
measuring their reactions while in a static state over time.  Upon
the completion on January 7, 2008 of CKL's rights offering to
shareholders of MTL, MTL's beneficial ownership in CKL was reduced
from 100% to approximately 82.5%, representing 16,500,000 of CKL's
ordinary shares.  MTL's beneficiary ownership in all of its other
subsidiaries is 100%.


MEGA BRANDS: Weak Financial Risk Profile Cues S&P's Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit and bank loan ratings on Montreal-based MEGA Brands Inc.
and its subsidiaries two notches to 'CCC' from 'B-'.

At the same time, S&P revised the recovery rating on the bank loan
to '4' from '3'.  The '4' recovery rating indicates an expectation
of average (30%-50%) recovery in the event of a payment default,
in contrast to a '3' recovery rating, which indicates S&P's
expectation of meaningful (50%-70%) recovery.  S&P revised the
recovery rating due to S&P's use of a lower EBITDA amount and
EBITDA multiple for the company in the event of default.

S&P also removed all the ratings from CreditWatch with negative
implications, where they were placed Nov. 9, 2007.

"The downgrade reflects concerns regarding what S&P views as MEGA
Brands' weak financial risk profile because of the company's
weaker-than-expected operating performance and limited financial
flexibility," said S&P credit analyst Lori Harris.

In addition, debt leverage has risen materially this year because
of the addition of C$75 million in convertible debentures,
negative free cash flow, and soft operating profit.  This has led
the company to amend its financial covenants twice this year,
resulting in a waiver of the leverage and fixed-charge coverage
covenants until July 2010, and the addition of a minimum EBITDA
covenant.  Given the economic downturn in the company's key
markets and industry expectations for a weak retail holiday
selling season this year, S&P believes MEGA Brands' revenue and
operating profit will be lower in fourth-quarter 2008 compared
with the same period in 2007.  Furthermore, it is S&P's opinion
that the company will be challenged to improve profitability in
2009 as S&P expects economic weakness to continue.

The ratings reflect what S&P views as MEGA Brands' weak financial
risk profile; limited financial flexibility, customer
concentration with the top three customers accounting for 46% of
2007 sales; litigation risk; and challenging toy industry
fundamentals, including a very competitive operating environment,
seasonal sales, and ongoing reliance on successful new product
introductions.  In S&P's analysis, these factors are partially
offset by the company's good market position within its categories
and brand equity.

The negative outlook reflects S&P's expectation that MEGA Brands'
operating performance, credit ratios, and financial flexibility
will remain weak in 2009, driven by soft EBITDA and elevated debt
levels.  S&P could lower the ratings if the company's operating
performance does not improve or liquidity weakens.  Currently, S&P
does not expect to revise the outlook to stable in the near term
unless MEGA Brands meaningfully reduces leverage.


MERRILL LYNCH: Federal Reserve Approves Bank of America Merger
--------------------------------------------------------------
As reported by the Troubled Company Reporter on September 15,
2008, Bank of America Corp. agreed to acquire Merrill Lynch for
roughly $44 billion -- or $29 a share.  Matthew Karnitschnig,
Carrick Mollenkamp, and Dan Fitzpatrick at the Wall Street Journal
said the agreed price for Merrill is about two-thirds of its value
last year and half its all-time peak value of early 2007. Merrill
has had tens of billions of dollars worth of risky, illiquid
assets carried on balance sheets that were leveraged at a debt-to-
equity ratio of more than 20 to one in the past 15 months.  WSJ
said that when the crisis started, the assets kept deteriorating
in value and couldn't easily be sold, eating into the firm's
capital cushion.  Merrill's balance sheet topped $900 billion
recently, WSJ added.

As reported by the TCR on October 21, 2008, Merrill disclosed a
net loss from continuing operations for the third quarter of 2008
of $5.1 billion, compared with a net loss from continuing
operations of $2.4 billion for the third quarter of 2007.  Merrill
Lynch's net loss for the third quarter of 2008 was $5.2 billion,
compared with a net loss of $2.2 billion, for the year-ago
quarter.

The Journal's Aaaron Lucchetti and Jessica Papini had said
Merrill's third quarter net loss reflected badly the bank was
hurting when it agreed to sell itself to Bank of America.
According to WSJ, Merrill Lynch's third-quarter loss was its fifth
straight quarter in the red and would have been even worse without
a $4.3 billion pretax gain on the sale of its stake in Bloomberg
LP and a gain of $2.8 billion under mark-to-market accounting
rules from the deteriorating market value of Merrill's own debt.

WSJ had said that Bank of America's purchase will give Merrill
Lynch a bigger funding base and could help protect the company
from the volatility that affected its financial results and share
price.   Merrill Lynch's third quarter results, WSJ had said, also
emphasized that many of the company's businesses will likely keep
suffering after the acquisition is completed.  WSJ had reported
that Merrill Lynch suffered from $9.5 billion in write-downs of
troubled assets, partly indicating its exposure to Fannie Mae,
Freddie Mac, and Lehman Brothers Holdings Inc.

                       About Merrill Lynch

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).  GMI provides service global
markets and origination products and services to corporate,
institutional, and government clients around the world.  GWM
creates and distributes investment products and services for
individuals, small- and mid-size businesses, and employee benefit
plans.


METALDYNE CORP: Receives Requisite Consents for Notes Offering
--------------------------------------------------------------
Metaldyne Corporation accepted for payment, and paid for, all of
its outstanding 10% Senior Notes due 2013 and 11% Senior
Subordinated Notes due 2012 that were validly tendered at or prior
to 12:00 midnight, New York City time, on Nov. 18, 2008, pursuant
to the tender offer for the Bonds.

According to The Bank of New York Mellon Trust Company, N.A., the
depositary for the tender offer, as of the Early Participation
Deadline, a total of $137,614,000 in aggregate principal amount of
2013 Bonds, representing approximately 96.76% of the outstanding
2013 Bonds, and $215,906,000 in aggregate principal amount of 2012
Bonds, representing approximately 86.36% of the outstanding 2012
Bonds, were validly tendered prior to the Early Participation
Deadline.  This represents approximately 90.13% of the combined
aggregate principal amount of the 2013 Bonds and 2012 Bonds.
Metaldyne has waived the condition that 95% of the aggregate
principal amount of the Bonds must be tendered.

Metaldyne also received the requisite consents from holders of
more than two-thirds of the aggregate principal amount of each of
the 2013 Bonds and 2012 Bonds with respect to the proposed
amendments to the relevant indentures.  Consequently, Metaldyne
and the trustees have executed supplemental indentures relating to
the Bonds that remain outstanding, which (i) eliminate
substantially all of the restrictive covenants and certain events
of default in the relevant indentures pursuant to which the Bonds
were issued and (ii) release all of the collateral securing the
Bonds.  The supplemental indentures are binding on all non-
tendered Bonds.

Metaldyne also disclosed that the other conditions to the tender
offer have been satisfied or waived.  In particular, Metaldyne has
received the required funds from RHJ International, Asahi Tec's
largest shareholder, on behalf of Metaldyne's parent company,
Asahi Tec, and from certain of its customers.

The early purchase prices for each $1,000 principal amount of
Bonds validly tendered at or prior to the Early Participation
Deadline was $270.18 in the case of the 2013 Bonds and $106.30 in
the case of the 2012 Bonds.  Each early purchase price included
payment in respect of all accrued and unpaid interest from the
last payment date in respect of the applicable Bonds to and
including the date of payment, including, in the case of the 2013
Bonds, interest payable in respect of the November 1, 2008
interest payment date.  The aggregate consideration for Bonds
accepted for payment as of the Early Participation Deadline was
approximately $60.1 million.

The tender offer will continue to remain open until
12:00 midnight, New York City time, on Nov. 26, 2008.  Bonds that
are validly tendered after the Early Participation Deadline and
prior to such expiration time and accepted for payment will
receive the final purchase prices, which are $265.18 per $1,000
principal amount in the case of the 2013 Bonds and $101.30 per
$1,000 principal amount in the case of the 2012 Bonds.

Bonds that are validly tendered and accepted will be cancelled and
will no longer be deemed to be outstanding.  Accordingly,
acceptances to the proposed plan of reorganization solicited by
Metaldyne and delivered by tendering record date holders will be
disregarded.

Requests for tender offer documents may be directed to The BMC
Group, Inc., the Information and Voting Agent, at (310) 321-5541
or (888) 900-0100 (toll free).

                          About Metaldyne

Headquartered in Plymouth, Michigan, Metaldyne Corp. --
http://www.metaldyne.com-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japan-based chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.  The
company designs and supplies metal based components, assemblies
and modules for transportation related powertrain and chassis
applications including engine, transmission/transfer case, wheel
end and suspension, axle and driveline, and noise and vibration
control products to the motor vehicle industry.

                      Missed Interest Payment

As reported on the Troubled Company Reporter on Nov 5, 2008,
Metaldyne Corporation elected not to make the November 1 interest
payment on its 10% Senior Notes due 2013.  At the same time, the
company is also soliciting ballots in favor of a pre-packaged plan
of reorganization, which is an option that the company would
consider only if the tender offer is not completed.


MILL CREEK: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Mill Creek Press, Inc.
        dba Advanced Art
        fdba Logan Art
             American Art Products
             Metro Home Warehouse
             Accessories 123
        2200 Cockrell Avenue
        Dallas, TX 75215

Bankruptcy Case No.: 08-35714

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Texas (Dallas)

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

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

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

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


MIRANT CORP: Harbinger May Buy More Shares of Mirant and Calpine
----------------------------------------------------------------
The Federal Energy Regulatory Commission on November 6, 2008,
granted authorization under Section 203(a)(1) of the Federal Power
Act for the disposition of up to 25% of the outstanding voting
securities of Mirant Corp. to Harbinger.

The FERC also gave conditional authority to Harbinger to purchase
more than 20% of Calpine Corporation's securities.  According to
the FERC, "even if Harbinger would control both Mirant and
Calpine, following the proposed transaction there would be no
adverse effect on competition in terms of horizontal market
power."  The transaction would not result in vertical market
power, the FERC said, and would not have adverse effects on rates
or regulation and not result in cross-subsidization.

The FERC also authorized Harbinger to take stakes of as much as
20% in Entegra Power Group and Sunoco Power Generation.

According to the Dow Jones Newswires, the FERC must approve
investments in energy companies of $63,100,000 or more.  FERC is
required to approve a transaction if it finds it to be consistent
with the public interest under Section 203 (a)(4) of the FPA.
The Commission weighs three factors in considering a proposed
transaction:

  (1) the effect on competition;
  (2) the effect on rates; and
  (3) the effect on regulation.

FERC also must determine that the transaction will not result in
cross-subsidization or a pledge of encumbrance of utility assets
for the benefit of an associate company.

Meanwhile, Harbinger Capital Partners Special Situations Fund,
L.P., disclosed in a Form 4 filed with the Securities and Exchange
Commission on November 6, 2008, that it disposed of a total of
almost 1,000,000 shares of Mirant Corp. common stock on these
dates:

                                          Shares Owned
                    Disposed                  After
  Date               Shares     Price      Transaction
  ----              --------    -----     ------------
  Nov. 4, 2008        24,000   $17.22       2,710,756
  Nov. 4, 2008       500,000    17.00       2,710,756
  Nov. 5, 2008         2,000    16.74       2,208,756
  Nov. 5, 2008       458,756    16.45       1,750,000

In a Form 3 filed on November 4, 2008, Harbinger Capital Partners
Master Fund I, Ltd., disclosed that it beneficially owns
18,000,000 shares of Mirant common stocks.

Of the securities, 15,265,244 shares may be deemed to be
indirectly beneficially owned by Harbinger Capital Partners
Offshore Manager, L.L.C.; HMC Investors, L.L.C.; Philip Falcone;
Raymond J. Harbert; and Michael D. Luce.

Of the securities, 2,734,756 shares may be deemed to be
indirectly beneficially owned by Harbinger Capital Partners
Special Situations GP, LLC; HMC-New York, Inc.; Harbert
Management Corporation; and Messrs. Falcone, Harbert and Luce.

Harbinger disclosed that it owns 10% or almost 10% of the Mirant
common stock outstanding as of the November 5, 2008 transaction.

                          About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of Jan. 31, 2008.

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE:
MIR) -- http://www.mirant.com/-- is an energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included.  On Feb. 15, 2007, Mirant NY-Gen filed its Chapter 11
Plan of Reorganization and on Feb. 22 filed a Disclosure Statement
explaining that Plan.  The Court approved the adequacy of Mirant
NY-Gen's Disclosure Statement on March 22, 2007, and confirmed the
Amended Plan on May 7, 2007.  Mirant NY-Gen emerged from Chapter
11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan of
Reorganization.  The Court confirmed Mirant Lovett's Plan on
Sept. 19, 2007.  Mirant Lovett emerged from bankruptcy on
Oct. 2, 2007.


MJM INC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: MJM Inc.
        dba Southeastern Landscaping
        506A East Lee Street
        Enterprise, AL 36330

Bankruptcy Case No.: 08-11828

Chapter 11 Petition Date: October 31, 2008

Court: Middle District of Alabama (Dothan)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: J. Kaz Espy, Esq.
                  Espy, Metcalf & Espy, P.C.
                  PO Drawer 6504
                  Dothan, AL 36302-6504
                  Tel: 334-793-6288
                  Fax: 334-712-1617
                  E-mail: lynnia@emppc.com

Estimated Assets: $0 to $50,000

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

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


MJM INC: Section 341(a) Meeting Set for December 11
---------------------------------------------------
A meeting of creditors of MJM Inc., dba Southeastern Landscaping,
will be held December 11, 2008, at 1:00 p.m. at Dothan Federal
Courthouse, U.S. Bankruptcy Court for the Middle District of
Alabama.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

In addition, parties-in-interest in the Debtor's case may file
proofs of claim against the estate by February 9, 2009.

Based in Enterprise, Alabama, MJM, Inc., dba Southeastern
Landscaping, filed for chapter 11 protection on October 31, 2008
(Bankr. M.D. Ala. Case No. 08-11828).  Judge Dwight H. Williams
Jr. oversees the case.  J. Kaz Espy, Esq., at Espy, Metcalf &
Espy, P.C., in Dothan, Alabama, serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed estimated assets between $0 and
$50,000, and estimated debts between $1,000,000 and $10,000,000
when it filed for bankruptcy.  The Debtor did not file a list of
its largest unsecured creditors together with its petition.


MOTOR COACH: Court Extends Challenge Period to December 22
----------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy
Court for the District of Delaware, at the behest of the Official
Committee of Unsecured Creditors of Motor Coach Industries
International Inc. and its debtor-affiliates, extended the
deadline for commencing estate claims against the Debtors'
lenders of and prosecute certain claims on behalf of the Debtors'
estates until Dec. 22, 2008.

The deadline expired on Nov. 23, 2008.

The Committee said that its investigation of the Debtors' claims
is not complete.  The Debtor, however, hold substantial prima
facie claims on the prepetition lenders, the Committee pointed
out.  According to the Committee, theories of estate action fall
into two categories:

  -- declaratory relief respecting the unencumbered nature of
     avoidance recoveries from affiliates; and

  -- claims against the prepetition lenders sounding in improper
     perfection, collateral surcharge, and unreasonable
     professional costs.

The Committee explained before the Court that the first category
of claims revolves around certain avoidance claims against the
Canadian affiliates.  The Committee said all of the Debtors'
manufacturing operations are run out of Canada by their Canadian
unites.  Secured indebtedness owed to the prepetition lenders was
borrowed exclusively by the U.S. Debtors, which debt is neither
guaranteed nor secured by liens on properties owned by their
Canadian units.  Much of the cash generated in the U.S. was
transferred to the Debtors' Canadian units to fund their
operations, which transfer may be avoidable as preferences or
constructive fraudulent transfers, the Committee pointed out.

In addition, since the prepetition lenders do have prepetition or
postpetition liens on any recoveries, the value is available to
satisfy the claims of the Debtors' unsecured creditors, the
Committee notes.

The Committee further explained that the second category of
claims against the prepetition lenders, sound in surcharge for
the cost and expenses of these cases, actions to (i) determine
the validity of the prepetition lenders' liens based on defects
in the security documents, and (ii) avoid unreasonable
professional fees and expenses.

The Committee related that the Debtors can not prosecute estate
claims against the prepetition lenders of their Canadian units
since (i) the Debtors agreed to take actions adverse to the
interest of the prepetition lenders; and (ii) render avoidance
recoveries available to the Debtors' unsecured creditors cast
doubt on the confirmability of the Debtors' pre-negotiated plan
of reorganization.

                        About Motor Coach

Wilmington, Delaware-based Motor Coach Industries International,
Inc. -- http://www.mcicoach.com/-- and its subsidiaries
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.  The Company and its
debtor-affiliates filed for separate Chapter bankruptcy protection
with the United States Bankruptcy Court for the District of
Delaware on Sept. 15, 2008 (Lead Case No. 08-12136), to implement
a pre-negotiated restructuring plan to be funded by Franklin
Mutual Advisors, LLC and certain of its affiliates.  The company's
Canadian operations are not included in the filing. Kenneth S.
Ziman, Esq., and Elisha D. Graff, Esq., at Simpson Thacher &
Bartlett LLP, in New York; and Jason M. Madron, Esq., and Lee E.
Kaufman, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware,represent the Debtors in their restructuring efforts.
Kurtzman Carson Consultants LLC serves as claims and notice
agent.  Rothschild Inc. and AlixPartners LLP also provide
restructuring advice.  At the time of filing, the Debtors listed
assets of between $500,000,000 and $1,000,000,000 and liabilities
of between $100,000,000 and $500,000,000.


NATIONAL WHOLESALE: Wants Until March 4, 2009, to File Plan
-----------------------------------------------------------
National Dry Cleaners Inc. said it is asking the United States
Bankruptcy Court for the District of Delaware to extend its
exclusive periods to file a Chapter 11 plan until March 4, 2008,
Bloomberg News reports.

                     About National Wholesale

West Hempstead, New York-based NWL Holdings, Inc. --
http://www.nationalwholesaleliquidators.com/-- aka National
Wholesale Liquidators, is a family-owned discount retailer.  The
company was founded in 1984.  The company has 55 stores located in
New York, New Jersey, Pennsylvania, Connecticut, Maryland,
Washington D.C., Delaware, Massachusetts, Virginia, Rhode Island,
Michigan and Illinois.  The company filed for Chapter 11
protection on Nov. 10, 2008 (Bankr. D. Delaware Case No. 08-
12847).  Dreier LLP assists the company in its restructuring
effort.  The company listed assets of $100 million to $500 million
and debts of $100 million to $500 million.


NEOSE TECHNOLOGIES: NASDAQ to Consider Appeal on December 18
------------------------------------------------------------
Neose Technologies, Inc., received an additional Staff
Determination from the NASDAQ Listing Qualifications Department
indicating that the company's recently filed Form 10-Q reporting
stockholders equity below the $10 million requirement set forth in
Marketplace Rule 4450(a) constitutes an additional basis for
delisting the company's common stock from the Nasdaq Global
Market.

The company was advised by the NASDAQ Listing Qualifications Panel
that its stock would continue to trade pending the scheduling of a
new appeal hearing based on NASDAQ's rule filing with the
Securities and Exchange Commission seeking to temporarily suspend
the exchange's bid price and market value of publicly held
securities continued listing requirements until Jan. 16, 2009,
given the current state of the financial markets.  An appeal
hearing is scheduled for Dec. 18, 2008.

There can be no assurance that the Panel will grant the company's
request for continued listing, particularly in view of the
multiple deficiencies that have been raised by the Department.  In
the event that the company elects not to pursue the appeal or the
Panel denies the company's request for continued listing on the
Nasdaq Global Market, the company expects that its common stock
will be eligible to trade on the OTC Bulletin Board or Pink OTC

Headquartered in Horsham, Pennsylvania, Neose Technologies Inc.
(NASDAQ:NTEC) -- http://www.neose.com/-- is a clinical-stage
biopharmaceutical company focused on the development of
therapeutic proteins. The company has two therapeutic protein
candidates in clinical trials, GlycoPEG-GCSF and GlycoPEG-FVIIa,
and two therapeutic protein candidates in the research stage,
GlycoPEG-FVIII and GlycoPEG-FIX.


NEUMANN HOMES: Gets Court OK to Sell Clublands to Secured Lender
----------------------------------------------------------------
Neumann Homes, Inc., and its debtor-affiliates obtained approval
from the United States Bankruptcy Court for the Northern District
of Illinois to sell their properties in the Clublands of Antioch
to Cole Taylor Bank pursuant to a credit bid for $9 million.

The properties, which generally consist of real and personal
properties, serve as collateral for the loan the Debtors availed
from the Cole Taylor to fund the residential development.

The Debtors determined that it is in their best interests to sell
their development located in Antioch, Illinois.  Prior to the
Petition Date, Cole Taylor Bank, the Debtors' prepetition lender,
financed the Clublands Development and thus, its claims are
secured by the Clublands Assets.  Cole Taylor Bank has agreed to
provide $30,000,000 in additional postpetition financing to market
and sell the Assets.  Cole Taylor previously said it was willing
to submit a credit bid for the Clublands Assets, even if the
Debtors do not realize sufficient consideration to satisfy
the Bank's claims.

"The consideration provided by [Cole Taylor Bank] pursuant to the
credit bid is fair and reasonable, is the highest and best offer
for the development and constitutes reasonably equivalent value
and fair consideration," the Court noted.

The properties will be sold free and clear of all liens, claims
and encumbrances that are junior to Cole Taylor Bank's liens and
interests in the development.  The sale, however, will not
affect any valid liens and interests in the properties senior to
Cole Taylor's interests.

The sale will also not affect the stipulation between the Debtors
and the village of Antioch concerning the NeuHaven subdivision as
well as the village's rights with respect to surety bonds
provided by the Debtors in connection with the Clublands of
Antioch.

As part of the sale, the Court authorized the Debtors to reject
the contracts executed in connection with the residential
development.  All objections to the rejection of the contracts
were overruled.  The Court noted that the contracts will likely
not be a source of potential value for the Debtors' estates and
their creditors.

Prior to the release of the Court's decision, Franklin High Yield
Tax-Free Income Fund, Joseph J. Henderson & Son, Amalgamated Bank
of Chicago and the village of Antioch objected to the sale of the
properties.

JJHS urged the Court to issue a ruling that would not alter the
rights of mechanics' lien claimants while Amalgamated Bank
complained that it was not given enough time to review the
proposed sale order.

Franklin wanted the sale transaction denied to the extent that
the Debtors intend to transfer the properties, free and clear of
special taxes or liens for those taxes.

Meanwhile, the village of Antioch demanded that the interest held
by the Debtors in the public improvements be transferred to Cole
Taylor Bank or its designee, and that the parcels of real estate
to be sold to Cole Taylor be identified by lot and PIN numbers,
among other things.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company has built more than 11,000 homes in some
150 residential communities.  The company offers formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


NEUMANN HOMES: Reaches Settlement with Illinois Property Sellers
----------------------------------------------------------------
Neumann Homes, Inc., reached an agreement with sellers to a real
estate located in Sugar Grove, Illinois.

On Dec. 27, 2005, Neumann Homes, Inc., entered into a real estate
sales contract with Edward Charles Ryan, Nancy Jean Ryan, Marianne
Lerner and Jerome Crotty to purchase a real estate located in
Sugar Grove.  Under the contract, Neumann Homes agreed to pay the
creditors $6,129,630.  The Debtor also paid earnest money through
a strict joint order escrow account it executed with the sellers
and Chicago Title and Trust Company.  As of Nov. 14, 2008, about
$260,000 is held in the escrow account by Chicago Title.

The closing on the real estate reportedly did not occur and a
dispute ensued among Neumann Homes, the sellers, and Chicago
Title over the disposition of the $260,000.

On Feb. 26, 2007, the sellers filed a lawsuit in the Circuit
Court of Cook County, Illinois, against Neumann Homes, alleging
breach of the contract and requesting release of the remaining
escrow fund to them.  A year after, they filed an adversary
proceeding against Neumann Homes in the U.S. Bankruptcy Court for
the Northern District of Illinois.  The case is pending in both
the state court and the bankruptcy court.

To avoid additional expense and delay of litigating their
positions regarding the disposition of the escrow fund, Neumann
Homes and the sellers reached a settlement agreement, which
provides for a general release of all claims in connection with
the escrow account and the lawsuits.

The Settlement Agreement provides that within five days after the
Bankruptcy Court and the State Court approves the Agreement,
Chicago Title will:

  (a) release and remit $40,000 to Neumann Homes from the
      remaining escrow fund, minus its agreed upon share of
      Chicago Title's fees and costs associated with maintaining
      the escrow account;

  (b) release and remit to the trust fund accounts of Jerome
      Crotty and Edward Burke, legal counsel for the sellers,
      all  amounts left from the remaining escrow fund after
      deducting $40,000 and Chicago Title's fees; and

  (c) withhold and retain from the distributions of the
      remaining escrow fund up to $1,500, for the fees and costs
      associated with maintaining the escrow account, with 85%
      of the fees to be contributed by the sellers' share of the
      remaining escrow fund and 15% to be contributed by Neumann
      Homes' share of the escrow fund.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company has built more than 11,000 homes in some
150 residential communities.  The company offers formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


NEUMANN HOMES: Wants Plan Exclusivity Extended to March 31, 2009
----------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Neumann Homes,
Inc., and its debtor-affiliates ask the United States Bankruptcy
Court for the Northern District of Illinois to further extend
their exclusive right to:

  (a) file a plan of reorganization through March 31, 2009; and

  (b) solicit acceptances for that plan through June 30, 2009.

The Debtors relate that they are entering the final stage of
their Chapter 11 cases, having resolved most of the important
issues facing their estates.

The Debtors have obtained sale relief, or consented to lift stay
relief, with respect to the collateral of all of their
prepetition lenders other than IndyMac Bank, according to George
Panagakis, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in
Chicago, Illinois.  As a result, he notes, the Debtors'
prepetition lenders have reduced their secured claims against the
Debtors by millions of dollars and either expressly assumed or
taken property subject to liens securing millions of dollars of
trade claims against the Debtors.

In addition, Mr. Panagakis continues, pursuant to authority
obtained from the Court, the Debtors have, among other things:

  -- sold and liquidated unnecessary assets, including model
     home furniture, lumber, semi-trailers and certain parcels
     of real property;

  -- reduced the administrative burdens upon their estates by
     rejecting numerous burdensome contracts and leases; and

  -- obtained Court authority to terminate contracts for certain
     uncommenced homes and return earnest money to the
     purchasers subject to those contracts.

Over the next few months, the Debtors tell Judge Wedoff that they
will attempt to resolve the remaining issues in their Chapter 11
Cases, including finalizing the disposition of IndyMac Bank's
collateral and monetizing remaining assets and various claims,
and develop and file a Plan the creates and funds a litigation
trust to pursue potential causes of action for the benefit of
their unsecured creditors.

The Debtors anticipate to be in position to file a Plan by the end
of March 2009.

Mr. Panagakis asserts that the requested extension will not
prejudice the legitimate interests of any party-in-interest in
the Debtors' Chapter 11 Cases.  Rather, he maintains, the
extensions will further the Debtors' efforts to preserve,
maximize and create value for the Debtors' creditors and
increase the likelihood of an orderly conclusion to their Chapter
11 Cases pursuant to a plan.

The Debtors aver the need to work with all parties-in-interest in
their cases.  They say they have consistently conferred with
these constituencies on all major substantive and administrative
matters in their cases, often altering their positions in
deference to the views of the Official Committee of Unsecured
Creditors, the U.S. Trustee or the Prepetition Lenders.  In this
light, the Debtors assure Judge Wedoff that they have no
intention of discontinuing this dialogue if their extension
request is granted.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company has built more than 11,000 homes in some
150 residential communities.  The company offers formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


NEVDEV ENTERPRISES: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Nevdev Enterprises, LLC
        1200 Vista Drive
        Las Vegas, NV 89102

Bankruptcy Case No.: 08-23057

Chapter 11 Petition Date: November 4, 2008

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: John F. Fitzmaurice, Esq.
                  1061 Tierra Del Rey, Suite 204
                  Chula Vista, CA 91910
                  Tel: (619) 591-1000

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

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

The Debtor listed David Settle as its sole largest unsecured
creditor holding $100,000 in claims.


NEVDEV ENTERPRISES: Section 341(a) Meeting Set for December 4
-------------------------------------------------------------
The United States Trustee for the District of Nevada will convene
a meeting of creditors in the chapter 11 case of Nevdev
Enterprises, LLC, on December 4, 2008, at 1:00 p.m. at 341s -
Foley Bldg., Rm 1500 in Las Vegas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

In addition, parties-in-interest in the Debtor's cases may file
proofs of claim against the estate by March 4, 2009.

Las Vegas, Nevada-based Nevdev Enterprises, LLC, filed for chapter
11 protection on November 4, 2008 (Bankr. D. Nev. Case No. 08-
23057).  The Hon. Linda B. Riegle presides over the case.  John F.
Fitzmaurice, Esq., in Chula Vista, California, represents the
Debtor.  When it filed for bankruptcy, the Debtor estimated assets
and debts to be both between $1,000,000 and $10,000,000.


NEW ST PAUL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: New St. Paul Missionary Baptist Church, Inc.
        c/o Mark J. Petrocchi
        777 Main Street, Suite 1360
        Fort Worth, TX 76102

Bankruptcy Case No.: 08-45188

Chapter 11 Petition Date: November 3, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Northern District of Texas (Ft. Worth)

Bankruptcy Judge: D. Michael Lynn

Debtor's Counsel: Mark Joseph Petrocchi, Esq.
                  Goodrich Postnikoff Albertson
                     & Petrocchi, LLP
                  777 Main Street, Suite 1360
                  Ft. Worth, TX 76102
                  Tel: (817) 335-9400
                  Fax: (817) 338-9209
                  E-mail: mpetrocchi@gpaplaw.com

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

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

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


NORTHLAKE FOODS: Files for Bankruptcy to Remain With Parent
-----------------------------------------------------------
Mark Albright at St. Petersburg Times reports that Northlake Foods
Inc. filed for Chapter 11 protection mainly to stop parent Waffle
House Inc. from taking the company out of its 1,600-store system.

St. Petersburg Times relates that W.B. Johnson, who controls
Northlake Foods, and his partners in the franchisee group had been
engaged in a court battle for more than a year.  The report says
that creditors claim that some of them stripped Northlake Foods of
so many assets that the company became "technically insolvent."

According to St. Petersburg Times, Waffle House said that had it
not been for the way Mr. Johnson and his partners split up their
personal ownership of assets, Northlake Foods' franchised stores
would had been profitable.  St. Petersburg Times reports that The
Hon. Carlyn Delano of the U.S. Bankruptcy Court for the Middle
District of Florida has appointed an outside examiner to conduct a
probe of Mr. Johnson and some of his partners' split-up in 2007.
St. Petersburg Times says that Northlake Foods generates $80
million in revenues per year.

Northlake Foods, since filing for Chapter 11 protection in
September 2008, have been closing stores, and so far its 146
stores in Florida, Georgia, and Virginia declined to 125, the
report states.

Tampa, Florida-based Northlake Foods, Inc., operates a restaurant
chain.  The company filed for Chapter 11 relief on Sept. 15, 2008
(Bankr. M. D. Fla. Case No. 08-14131).  Lori V. Vaughan, Esq.,
Roberta A. Colton, Esq., and Stephanie C. Lieb, Esq., at Trenam,
Kemker, Scharf, Barkin, Frye, O'Neill & Millis, P.A., represent
the Debtor as counsel.  In its schedules, it listed total assets
of $8,449,885 and total debts of $9,370,829.


OCULUS INNOVATIVE: Has Until December 4 to File Compliance Plan
---------------------------------------------------------------
Oculus Innovative Sciences, Inc., received notice from The NASDAQ
Stock Market indicating that its stockholders' equity at Sept. 30,
2008, was less than the $10 million in stockholders' equity
required for continued listing on The NASDAQ Global Market under
Marketplace Rule 4450(a)(3).  The notice, which was received in a
letter dated Nov. 19, 2008, is a standard communication when a
company's stockholders' equity is less than the $10 million
minimum requirement.  The notice has no immediate effect on the
listing of the company's common stock.

In its letter, NASDAQ requested Oculus to provide its plan to
achieve and sustain compliance with the continued listing
requirements of The NASDAQ Global Market, including the minimum
stockholders' equity requirement, before Dec. 4, 2008.  If NASDAQ
determines that the company has not presented a definitive plan
to achieve compliance in the short term and sustain compliance in
the long term, it will provide the company with a written
notification that its securities will be delisted from The NASDAQ
Global Market.  If it receives a notification, Oculus may apply
to move to the NASDAQ Capital Market or appeal NASDAQ's delisting
determination to a NASDAQ listing qualifications panel.  The
company intends to submit a plan with NASDAQ before Dec. 4, 2008,
to maintain its NASDAQ Global Market listing.

Based in Petaluma, California, Oculus Innovative Sciences Inc.
(Nasdaq: OCLS) -- http://www.oculusis.com/-- is a
biopharmaceutical company that develops, manufactures and markets
a family of products based upon the Microcyn(R) Technology
platform, which is intended to help prevent and treat infections
in chronic and acute wounds.  The Microcyn Technology platform is
a biocompatible, shelf-stable solution containing active
oxychlorine compounds that is currently commercialized outside the
United States (Europe, India and Mexico) for the treatment of
infected wounds.

In addition to the company's existing and under-development
therapeutic products, Oculus also develops, manufactures and
markets a number of 510k devices and products for both
professional and consumer.  Oculus' principal operations are in
Petaluma, California, and it conducts operations in Europe, Latin
America and Japan.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 18, 2008,
Oculus Innovative Sciences Inc. incurred a net loss of $5,199,000
for the three months ended June 30, 2008.  At June 30, 2008, the
company's accumulated deficit amounted to $96,025,000.  During the
three months ended June 30, 2008, net cash used in operating
activities amounted to $6,768,000.  The company expects to
continue incurring losses for the foreseeable future and must
raise additional capital to pursue its product development
initiatives, to begin its pivotal trials, to penetrate markets for
the sale of its products and to continue as a going concern.
These matters raise substantial doubt about the company's ability
to continue as a going concern.


PAPER INTERNATIONAL: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Paper International, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of New York, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------           ------------     ------------
  A. Real Property
  B. Personal Property          $112,781,426
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding                             $4,412,483
     Unsecured Priority
     Claims
  F. Creditors Holding                           $545,169,311
     Unsecured Non-priority
     Claims
                                ------------     ------------
TOTAL                           $112,781,426     $549,581,794

                    About Paper International

Headquartered in Prewitt, New Mexico, Paper International, Inc.
-- http://www.internationalpaper.com/-- is the wholly-owned
direct subsidiary of Corporacion Durango, S.A.B. de C.V., a
corporation organized under the laws of Mexico, which maintains
its principal place of business in Durango, Mexico.  The Debtor
currently owns 100% of the equity shares in Fiber Management of
Texas, Inc., a corporation organized under the laws of Texas, as
well as 100% of the equity shares in non-debtor Durango McKinley
Paper Company, a New Mexico company.  Paper International is a
holding company which has no employees, no operations, and whose
primary assets are its ownership interests in Durango McKinley and
Fiber Management.

Before August 2008, Fiber Management's primary business was the
procurement of paper materials to manufacture recycled paper
products for use by Durango McKinley and other paper manufacturing
affiliates of Corporacion Durango located in Mexico.  In
August 2008, Fiber Management ceased procuring fiber and began
winding up all of its business operations.

The company and Fiber Management filed for Chapter 11 protection
on Oct. 6, 2008 (Bankr. S.D. N.Y. Lead Case No.08-13917).  Larren
M. Nashelsky, Esq., and Lorenzo Marinuzzi, Esq., at Morrison &
Foerster LLP, represent the Debtors as counsel.  APS Services, LLC
serves as the Debtors' crisis managers.  The Debtors designated
Meade Monger, a managing director of AlixPartners, LLP, an
affiliate of AP Services, as its chief restructuring officer.  The
Court appointed Kurtzman Carson Consultants, LLC as claims agent
in the Debtors' bankruptcy case.

Corporacion Durango filed a voluntary petition for Chapter 15 on
Oct. 6, 2008 (Bankr. S.D. N.Y. case no. 08-13911) in connection
with its reorganization case in Mexico under Mexico's Ley de
Concurson Mercantiles in the District Court for Civil Matters for
the District of Durango.


PATRIOT HOMES: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Patriot Homes, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Indiana, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             ----------     -----------
  A. Real Property
  B. Personal Property            $1,715,900
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $14,047,214
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding                             $3,871,163
     Unsecured Non-priority
     Claims
                                   ----------     -----------
TOTAL                         $1,715,900     $17,918,377

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case
No. 08-33347).  Bell Boyd & Lloyd, LLP, represents the Debtors as
counsel.  Rebecca Hoyt Fisher, Esq. at Laderer & Fischer,
represents the Official Committee of Unsecured Creditors as
counsel.  In its filing, Patriot Homes listed between $10 million
and $50 million in assets and between $10 million and $50 million
in debts.


PETTERS CO: Sun Country Seeks Court OK for Elite Landings Loan
--------------------------------------------------------------
Liz Fedor at Star Tribune reports that Sun Country Airlines has
sought the Hon. Robert Kressel of the U.S. Bankruptcy Court for
the District of Minnesota's permission to secure a short-term
financing from Petters Aviation's Elite Landings.

Star Tribune relates that Sun Country would use the loan to pay
its bills next spring.  According to the report, Michael Meyer,
the attorney for Sun Country, said that the airline must make
payments to its two aircraft leasing companies by Dec. 5 or its
aircraft could be repossessed.  Sun Country would also use the
loan to "restore our employee wages to what they were on the date
we filed" for bankruptcy, the report says, citing Mr. Meyer.  The
report states that Sun Country workers are getting 70% of their
wages, but Sun Country CEO Stan Gadek has pledged to reimburse
them in 2009.

Mr. Meyer said that once Sun Country secures a loan from Elite
Landings, it would make the repayment by April 2009, according to
Star Tribune.  The report says that the first quarter is usually
Sun Country's best financial quarter due to the busy winter flying
season.

Sun Country, if it fails to secure court approval for the loan,
would have to pursue a revolving line of credit from Minnesota
Hometown Airline Financing at an 18% yearly interest rate, Star
Tribune reports.

Eric Larson at Bloomberg News relates that Sun Country revealed in
Court that it has about $108.2 million of debt held mostly by
unsecured creditors.  Court documents say that claims that aren't
backed by collateral total $98.9 million -- including customer
ticket deposits of $32.3 million -- and Sun Credit LLC's claim of
$27.2 million, and that the company has $55.2 million in assets.

According to Bloomberg, Sun Country said it owes:

     -- $8.22 million in debt to holding company MN Airlines
        Holdings Inc.,

     -- $15 million to Petters Aviation, and

     -- $11.3 million to Petters Group Worldwide.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc. Petters
Group Worldwide, LLC, and nine other debtor-affiliates filed
separate petitions for Chapter 11 relief on Oct. 11, 2008 (Bankr.
D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.


PILGRIM'S PRIDE: May File for Ch. 11, Expects $998-Mil. FY Loss
---------------------------------------------------------------
According to The Wall Street Journal, Robert Moskow, a Credit
Suisse equity analyst, said in a report issued Friday that he
expects Pilgrim's Pride management to announce Monday whether it
will seek protection from creditors under federal bankruptcy laws.

As reported by the Troubled Company Reported on Nov. 28, 2008,
Pilgrim's Pride reached an agreement with its lenders to extend
the temporary waiver under its credit facilities until Dec. 1,
2008.  The company, in its announcement of the waiver, said it
continues to pursue opportunities to refinance and recapitalize
its business, and to position itself to capitalize on its
strategic advantages.

In its latest filing with the Securities and Exchange Commission,
Pilgrim's Pride said that "due to the ongoing discussions with its
lenders regarding temporary waivers under its credit facilities
and related financial uncertainties," it was unable to file its
annual report on Form 10-K for the fiscal year ended September 27,
2008.

Pilgrim's Pride, however, made a preliminary disclosure that for
the fiscal year ended Sept. 27, 2008, it expects to report a net
loss of $998.6 million, or $14.40 a share, on sales of
$8.5 billion.  During the 2007 fiscal fourth quarter, the company
generated net income of $33.2 million, or 50 cents a share, on
sales of $2.1 billion.

The company anticipates reporting a net loss of $802.0 million, or
$10.83 per share, on sales of $2.17 billion for the fourth fiscal
quarter ended September 27, 2008.  These results are anticipated
to include a non-cash charge of $501.4 million, or $6.77 per
share, primarily related to the impairment of goodwill acquired in
connection with the company's acquisition of Gold Kist Inc. and an
income tax valuation allowance of $35.0 million, or $0.47 per
share, against net operating losses generated by the company.
Excluding these items, the company's anticipated net loss would
have been $265.6 million, or $3.59 per share.

Also anticipated to be included in the fourth fiscal quarter ended
Sept. 27 are losses on feed ingredient derivative contracts of
about $155.7 million, which are anticipated to be $96.9 million,
or $1.31 per share, net of tax.  The company expects to recognize
losses on feed ingredient derivative contracts for the first
quarter of fiscal 2009 of $21.8 million, which are anticipated to
be $13.4 million, or $0.18 per share, net of tax, with respect to
feed ingredient derivative contracts that remained open at
September 27, 2008.  These feed ingredient derivative contracts
were closed in October 2008.  For the fiscal year ended Sept. 27,
2008, the company anticipates reporting losses on feed ingredient
derivative contracts of approximately $38.3 million, which are
anticipated to be $23.8 million, or $0.34 per share, net of tax,
which represents less than 1% of the Company's $3.4 billion total
feed ingredient spend for fiscal 2008.  For the fourth quarter of
fiscal 2007, the company reported a net profit of $33.2 million,
or $0.50 per share, on total sales of $2.11 billion.

For the full 2008 fiscal year, Pilgrim's Pride anticipates
reporting a net loss of $998.6 million, or $14.40 per share, on
net sales of $8.5 billion.  These results are anticipated to
include a non-cash charge of $501.4 million, or $7.23 per share,
primarily related to goodwill impairment from the Gold Kist
acquisition and an income tax valuation allowance of approximately
$60.0 million, or $0.87 per share, against net operating losses
generated by the Company.  Excluding these items, the Company's
anticipated net loss would have been $437.2 million, or $6.31 per
share.  In fiscal 2007, the Company reported net income of $47.0
million, or $0.71 per share, on sales of $7.50 billion.

The Annual Report was due November 26.  The company says it
intends to file its Report on or prior to Dec. 11, the 15th
calendar day following the prescribed due date.

                     About Pilgrim's Pride

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

                       *     *     *

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

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


POWER MEDICAL: Requests a Hearing and Delisting Action Stay
-----------------------------------------------------------
Power Medical Interventions(r), Inc., received a letter from the
Listing Qualifications Staff of The NASDAQ Stock Market LLC
notifying it that, based upon the company's non-compliance with
the $50 million market value of listed securities requirement for
continued listing on The NASDAQ Global Market, as set forth in
NASDAQ Marketplace Rule 4450(b)(1)(A), the company's securities
were subject to delisting from NASDAQ unless the company requested
a hearing before a NASDAQ Listing Qualifications Panel.

The company requested a hearing before the NASDAQ Panel, which
will stay any action with respect to the Staff Determination until
the Panel renders a decision subsequent to the hearing.  There can
be no assurance that following the hearing the Panel will grant
the company's request for continued listing.

The Staff Determination follows correspondence from NASDAQ dated
Oct. 22, 2008, which was disclosed by the company on Oct. 24,
2008, indicating that, should the company fail to regain
compliance with the market value of listed securities requirement
by Nov. 21, 2008, NASDAQ would provide written notification of
such and the opportunity to request a hearing before the NASDAQ
Panel.

Based in Langhorne, Pennsylvania, Power Medical Interventions(r),
Inc. (NASDAQ:PMII) -- http://www.pmi2.com/-- is the world's only
provider of computer-assisted, power-actuated surgical stapling
products.  PMI's Intelligent Surgical Instruments(tm) enable less
invasive surgical techniques to benefit surgeons, patients,
hospitals and healthcare networks. PMI manufactures durable
recyclable technology to reduce medical waste and help keep the
planet clean.  The company was founded in 1999, and has additional
offices in Germany, France, and Japan.


REALOGY CORP: Toggle Noteholders Protest Exchange Offer
-------------------------------------------------------
Realogy Corp. chief executive officer Richard A. Smith and
the the company's board of directors received on Nov. 24, 2008,
a letter from a law firm purporting to represent various
institutions which allegedly hold a majority in principal amount
of the company's outstanding 11.00%/11.75% Senior Toggle Notes due
2014.

The letter alleges that some of the clients are also purported
lenders under the company's existing Credit Agreement dated
April 10, 2007, among the company, JPMorgan Chase, N.A., as
administrative agent, and the lenders.

According to Anthony E. Hall, the company's executive president,
chief financial officer and treasurer, relates the letter makes
numerous claims and assertions against Realogy's invitations to
eligible holders of its 10.50% Senior Notes due 2014, Senior
Toggle Notes and 12.375% Senior Subordinated Notes due 2015 to
participate as a lender in the company's new second lien
incremental term loans.  The company believes, in consultation
with its counsel Skadden, Arps, Slate, Meagher & Flom LLP, that
the assertions contained in the letter are without merit, Mr. Hall
says.  The company intends to proceed with the invitations as
scheduled, he continues.

Mr. Hal says the invitations will terminate on Dec. 11, 2008,
unless extended by the company.

The letter, Mr. Hall adds, asserts that the invitations are not
authorized by the Credit Agreement and also constitute a breach of
the indentures under which the Existing Notes were issued by the
company.  The letter further asserts that the invitations:

   i) are bad faith attempts to circumvent the Credit Agreement
      and the Indentures, in particular the Senior Toggle Notes
      Indenture;

  ii) do not provide the Company with fair value and constitute
      fraudulent conveyances; and

iii) constitute breaches of fiduciary duty by the Board of
      Directors and management of the Company, in view of the
      identity of certain of the beneficiaries of the Invitations
      and conflicts of interest that allegedly exist.

Moreover, the letter claims that the disclosures contained
in the confidential information memorandum dated Nov. 13, 2008,
relating to the Invitations are inadequate regarding the
fraudulent nature of the Invitations and the effects that the
Invitations will have on those who participate and the risks they
are taking by doing so, Mr. Hall says.

The letter advises that the Clients currently intend to pursue all
available avenues to challenge the Invitations and the
effectiveness of the security interests that would be granted to
secure the Second Lien Incremental Term Loans and to seek the
subordination of any and all claims of the Second Lien Incremental
Term Loan lenders on the assets of the company.

Mr. Hall says the letter also indicates that even if the second
liens are voided and the Second Lien Incremental Term Loans
subordinated, the Clients will take the position that participants
in the Invitations have voluntarily reduced the principal amount
of their claims through the Invitations, which will extinguish the
debt they hold currently and reduce their claims to the balance of
the Second Lien Incremental Term Loans at most.  The Clients
further intend to assert that the holders of the Senior Toggle
Notes are entitled to liens senior to, or of at least the same
priority, as any liens that secure the Second Lien Incremental
Term Loans, Mr. Hall relates.

The letter continues that the Clients intend to hold members of
the company's Board of Directors and officers responsible for
violation of the securities laws as well as for breaches of their
fiduciary duties -- including a breach of the duty of loyalty  --
to the company, the holders of the Senior Toggle Notes and all
other company creditors, Mr. Hall says.

The company, Mr. Hall says, intends to vigorously defend against
any and all actions the clients may take and has advised the
clients that to the extent that any steps they take interfere in
any way with the company's consummation of the transaction, the
company reserves all rights, positions and claims that it may have
against them.

                        About Realogy Corp.

Parsippany, New Jersey-based Realogy Corp. provides real estate
and relocation services in the United States and internationally.
It operates in four segments: Real Estate Franchise Services,
Company Owned Real Estate Brokerage Services, Relocation Services,
and Title and Settlement Services.

                             *   *   *

According to the Troubled Company Reporter on Nov. 18, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Realogy Corp. to 'CC' from 'CCC'.  In addition, S&P
lowered the rating on the company's 10.5% senior notes due 2014,
senior toggle notes due 2014, and 12.375% subordinated notes due
2015 to 'C' from 'CC'.  All ratings were placed on CreditWatch
with negative implications.


REMOTEMDX INC: Secures $1 Million Unsecured Loan from CEO
---------------------------------------------------------
RemoteMDx, Inc., borrowed $1,000,000 from its chief executive
officer and chairman, David G. Derrick, pursuant to a Promissory
Note.  This unsecured loan is intended to bridge the device
procurement, accelerated and expanded manufacturing and short-term
financial needs of the Company until the completion of a private
round of debt financing, which is conducted by the company.

Terms of the transaction are consistent with the terms offered to
third-party financing sources in recent transactions.  The Note
bears interest at an annual percentage rate of 15% and is due and
payable the earlier of the receipt of a minimum of $1,000,000 in
new financing, or 75 days from origination.  Net proceeds to the
company after payment of a 5% initiation fee paid to Mr. Derrick
were $950,000.  The company also issued 100,000 shares of common
stock to Mr. Derrick as additional consideration for extending the
loan to the company.  The company may prepay the Note at any time
without penalty or further interest obligation.  The transaction
was reviewed and approved by the Audit Committee of the company's
board.

A full-text copy of the promissory note is available for free at
http://ResearchArchives.com/t/s?356b

The board of directors of RemoteMDx, Inc. appointed John L.
Hastings, III to the additional position of chief operating
officer.  Mr. Hastings also will continue to serve as the
company's president.  No change will be made in the compensation
of Mr. Hastings in connection with this expanded role in the
company.

On Nov. 17, 2008, RemoteMDx, Inc. has accepted the resignation of
Blake Rigby from the posts of chief operating and chief financial
officer of the company, effective immediately.  Mr. Rigby
indicated he was stepping down to pursue other interests.  He had
served in the position since June 2008.  No severance or other
obligations were incurred by the company in connection with the
departure of Mr. Rigby.

Mr. Rigby's resignation followed a planned down-sizing of the
company's SecureAlert subsidiary workforce by approximately
21% or 26 persons during the first two weeks of November 2008, as
part of a restructuring plan, which began in October 2008.  The
company implemented this restructuring with the goal of
increasing operating efficiencies while reducing operating
expenses and improving gross margins and cash flows during the
fiscal year ending Sept. 30, 2009.

The board also appointed Michael G. Acton to the position of chief
financial officer.  Mr. Acton also is the chief financial officer
of Volu-Sol Reagents Corporation, a former subsidiary of the
Company.  From 1999 until June 2008, Mr. Acton was secretary-
treasurer of the company; he served as the company's chief
financial officer from March 2001 until June 2008.  He is a
Certified Public Accountant in the State of Utah.

                        About RemoteMDx Inc.

Headquartered in Sandy, Utah, RemoteMDx Inc. (OTC BB: RMDX.OB) --
http://www.remotemdx.com/-- operates in two business segments.
The Volu-Sol segment is engaged in the business of manufacturing
and marketing medical diagnostic stains, solutions and related
equipment to hospitals and medical testing labs.  The electronic
monitoring segment is engaged in the business of developing,
distributing and monitoring offender tracking devices.

As reported in the Troubled Company Reporter on Sept. 5, 2008,
RemoteMDX Inc.'s consolidated balance sheet at June 30, 2008,
showed $14,359,033 in total assets, $11,353,769 in total
liabilities, and $3,759,785 in minority interest, resulting in a
$754,521 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $6,170,519 in total current assets
available to pay $10,772,523 in total current liabilities.


SNAKE RIVER: Seeks to Convert Chapter 11 Case to Liquidation
------------------------------------------------------------
Traci Angel at Jhguide.com reports that the attorneys for Snake
River Sporting Club, Inc., asked the U.S. Bankruptcy Court for the
District of Wyoming to convert the company's Chapter 11 bankruptcy
filing to Chapter 7 liquidation.

According to Jhguide.com, filing for Chapter 11 allowed Snake
River to continue operating and reorganizing the financial affairs
of the riverside golf resort and housing development under court
supervision.  Chapter 7, says Jhguide.com, would allow the
liquidation of Snake River's assets and sale of its nonexempt
property to pay creditors.

Jhguide.com relates that objections must be filed to the court by
Dec. 23.  Citing court official, the report says that if
objections are filed, the court will set a hearing, other wise the
court would proceed with the conversion of the case to Chapter 7.

Court documents indicate that Snake River had $91.48 million in
liabilities and $9.78 million in assets when it filed for Chapter
11.  According to Jhguide.com, Snake River owed $78 million to
creditors with secured claims, and $13.25 million to creditors
with unsecured claims.  The report says that contractors started
filing liens against developers earlier this year, claiming that
they weren't being paid.  Teton County officials had also
threatened to initiate foreclosure proceedings "on a letter of
credit" when that letter was about to expire, and funds pledged in
the letter were to cover completion of infrastructure.  The
county, according to the report, said that the work to be done
exceeded the amount available.  In October 2008, the County
officials said that they would stop foreclosure proceedings for
120 days because Snake River promised to finish work within that
period, states the report.

Jhguide.com reports that Dolan, Pollak & Schram arranged to take
over sales of lots and club memberships.

                       About Snake River

Jackson, Wyoming-based Snake River Sporting Club, Inc., operates a
golf course.  The company filed for Chapter 11 on Oct. 10, 2008
(Bankr. D. Wyo. Case No. 08-20636).  John C. Smiley, Esq., at
Lindquist & Vennum PLLP represents the company in its
restructuring effort.  The company listed assets of $1 million to
$10 million and debts of $50 million to $100 million.


SOLUTIA INC: Exits Production of Saflex Products
------------------------------------------------
Solutia Inc. on November 18, 2008, said that, effective March 31,
2009, its Saflex plant in Trenton, Mich., will be focusing solely
on the production of Butvar(R) PVB resin and therefore will be
exiting production of Saflex(R) polyvinyl butyral (PVB)
interlayers at that time.  Approximately 115 of the 187 employees
at the Trenton plant will be impacted by this action.

"As the world leader in PVB interlayers, Saflex continues to
invest in new technologies, capabilities and capacity in order to
provide our customers with the products they need within their
respective world areas," said Luc De Temmerman, senior vice
president of Solutia Inc. and president of Saflex.  "Demand in
Europe and Asia has grown faster than the rest of the world,
resulting in excess North American capacity and necessitating
this action.  In the coming weeks, we will work to ensure our
employees impacted by this event are treated fairly and to ensure
our customers continue to receive the quality products they
need."

Mr. De Temmerman added, "Although this action will remove 30
million square meters of PVB interlayers from the North American
market, Saflex will maintain sufficient capacity to serve the
market from our two other North American plants."

The Trenton plant will continue to supply other Saflex operations
with Butvar PVB resin, which is the key raw material used to make
Saflex.

Saflex is the global leader in PVB production, innovation,
quality and reliability.  When laminated between layers of glass,
PVB interlayers greatly enhance the performance characteristics
of glass, providing benefits such as security, solar protection,
sound attenuation and safety.  Laminated glass made with Saflex
PVB is used extensively in both the automotive and architectural
markets, and is now used to encapsulate the world's largest thin
film photovoltaic modules.  For more information, please visit:
http://www.saflex.com/

                         *     *     *

Solutia, in a regulatory filing with the U.S. Securities and
Exchange Commission, says it expects that the elimination of
production of PVB interlayers will result in estimated pre-tax
charges to income from continuing operations of approximately
$18,000,000 to $20,000,000.  These charges include cash charges
totaling approximately $8,000,000 to $10,000,000, primarily
related to severance and employee benefit costs and non-cash
charges totaling approximately $10,000,000, primarily related to
the write-off in net book value of idled manufacturing assets.

Substantially all of the charges will be recognized in the fourth
quarter ending December 31, 2008, and the first quarter ending
March 31, 2009.  The annualized benefit to income from continuing
operations before income taxes is estimated to be approximately
$12,000,000, Solutia says.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

(Solutia Bankruptcy News, Issue No. 135; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Standard & Poor's Ratings Services said its ratings on Solutia
Inc. (B+/Stable/--) will not change as a result of the company's
recent announcement of a public offering of common shares.


SOLUTIA INC: Shakes Nylon Business, Lays Off 1,600 Workers
----------------------------------------------------------
Solutia Inc. (NYSE: SOA) said in a November 21, 2008 press release
that it is restructuring its Nylon business, consistent with its
overall process of exploring strategic alternatives for the
business.

"The Nylon strategic alternatives process is moving forward as
planned, and we continue to make progress on transactional
scenarios that would result in the disposition of these assets,"
said Jeffry N. Quinn, chairman, president and CEO of Solutia Inc.
"In the mean time, we are implementing a restructuring plan to
position the business for today's dynamic economic environment.
This plan will result in an annualized fixed cost reduction of
approximately $40,000,000, or 10%, across the Nylon business."

Solutia announced on June 30, 2008, that it is exploring
strategic alternatives for its Nylon business, including a
possible sale.  Effective with the third quarter of 2008, the
company began reporting results from its Nylon segment as
discontinued operations.

"In recent years we have matched our manufacturing output and
inventory levels with the very strong demand present across the
nylon markets," said Jim Voss, senior vice president of Solutia
Inc. and president of the Nylon business.  "However, in the last
several weeks, demand has declined significantly for nylon
intermediate chemicals, fibers and resins.  Therefore we are
taking necessary actions to align our production and inventories
with the current economic environment."

The key component of the restructuring plan is to temporarily
decrease production throughout the Nylon chain -- from
intermediate chemicals to fibers and resins.  "We anticipate that
this will be a temporary situation, and we will bring these
assets back to more normal operating rates as inventories decline
and demand returns," added Mr. Voss.  "We are meeting our
customer commitments and will continue to do so going forward."

Additional components of the restructuring plan include a
business-wide cost-reduction program as well as the permanent
shutdown of significant bulk continuous filament (BCF) carpet
fiber assets at the plant in Greenwood, South Carolina.  These
assets had already been idled earlier this month.

"This action is consistent with our transformation strategy for
the Nylon business over the past three years," said Mr. Voss.
"We have now removed nearly all of our dependence on the
declining North American carpet fiber market, and are better able
to focus our resources on serving the diversified global market
for nylon resins and compounds.  Our nylon resins and compounds
are still the materials of choice in their respective
applications, and we anticipate that demand will rebound and
demonstrate the long-term viability of this business."

The financial impact of the restructuring plan includes cash
outflows related to the workforce reductions of approximately
$5,000,000 total anticipated in the fourth quarter of 2008 and
the first quarter of 2009.  In addition, the non-cash charge from
the permanent closure of the Greenwood assets is approximately
$4,000,000, and will occur in the fourth quarter of 2008.

                 1,600 Workers to be Laid Off

According to the St. Louis Business Journal, Solutia's
restructuring plan will include laying off roughly 1,600 workers.
Solutia spokesman Dan Jenkins said that around 60% of the
affected are contractual employees, and around 900 of the layoffs
are considered temporary, the newspaper quoted.  The St. Louis
Post Dispatch employed 3,900 full- and part-time employees.

The SL Business Journal noted that seven of the affected
facilities are in St. Louis, while the rest are from Solutia's
five plants in southeastern United States.

More than half of the 700 permanently laid off workers are from
Solutia's Greenwood, South Carolina facility, according to
stltoday.com.  Mr. Jenkins, according to the news wire, said
"full-time Solutia employees will get 1-1/2 weeks of severance
pay for every year worked, with a maximum of 52 weeks, and four
months of health insurance coverage . . . Contracted workers are
not eligible for the severance package."

Various reports related these numbers of laid off employees in
Solutia's plants around the United States:

  -- about 200 employees at the Gonzalez, Florida plant,
  -- 58 workers at the Foley facility in Alabama,
  -- 128 workers at the Decatur, Alabama plant, and
  -- more than 300 workers at Greenwood, South Carolina.

Temporarily laid off workers will be eligible to continue their
health and other benefits, according to NorthEscambia.com.

Gary Moore, a Solutia utility and chemicals plant manager, said
that "the cuts and layoffs were 'across the board,' affecting
administrative personnel as well as contract and full-time
Solutia employees," pnj.com quoted.

             Solutia Expects $5MM 4Q 2008 Pre-Tax
               Charges on Discontinued Operations

Solutia disclosed with the U.S. Securities and Exchange
Commission that the restructuring of the Nylon Business will
result in estimated pre-tax charges to income from discontinued
operations of approximately $5,000,000 in the fourth quarter
ending December 31, 2008, and the first quarter ending March 31,
2009.

The shutdown of the Greenwood, South Carolina facility will
result in estimated pre-tax charges to income from discontinued
operations of approximately $4,000,000.  These charges are non-
cash charges relating to the write-off of net book value of idled
manufacturing assets and will occur in the fourth quarter ending
December 31, 2008.

Solutia estimates that the restructuring actions within its
Integrated Nylon business will result in an annualized fixed cost
reduction of approximately $40,000,000.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

(Solutia Bankruptcy News, Issue No. 135; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Standard & Poor's Ratings Services said its ratings on Solutia
Inc. (B+/Stable/--) will not change as a result of the company's
recent announcement of a public offering of common shares.


SOLUTIA INC: Terminates Trumbull Group as Claims Agent
------------------------------------------------------
Solutia Inc., and its affiliates, which have exited bankruptcy
protection in February 2008, seek the U.S. Bankruptcy Court for
the Southern District of New York's authority to terminate the
engagement of The Trumbull Group, LLC, as their claims and
noticing agent.

Trumbull notified the Reorganized Debtors in April 2008 that the
firm was exiting from the bankruptcy claims administration
market.  As a result, Trumbull no longer has the resources or
ability to serve as the Claims and Noticing Agent in the
Reorganized Debtors' Chapter 11 cases, Jonathan S. Henes, Esq.,
at Kirkland & Ellis LLP, in New York, tells the Court.

Based on the current status of the Reorganized Debtors'
bankruptcy cases, there is no longer a need for them to retain a
Claims and Noticing Agent.  Mr. Henes relates that, among other
things:

  (a) the Bar Date was approximately four years ago and
      substantially all known prepetition and administrative
      claims filed in the Debtors' bankruptcy cases have been
      paid or otherwise resolved;

  (b) the Court confirmed the Reorganized Debtors' Plan on
      November 29, 2007; and

  (c) the Effective Date of the Plan has also occurred.

Trumbull has requested that its termination be effective nunc pro
tunc to October 31, 2008.

To ensure a smooth exit from their role as Claims and Noticing
Agent, Trumbull has established a transition plan.  According to
Mr. Henes, Trumbull will:

  (1) turn over the claims register as well as other documents
      maintained by the firm to the Office of the Clerk for the
      United States Bankruptcy Court for the Southern District
      of New York;

  (2) transfer all original proofs of claim and proofs of
      interest filed in the Reorganized Debtors' Chapter 11
      cases to the Clerk's Office; and

  (3) in the event that Trumbull receives any claims or other
      documents related to these bankruptcy cases and its role
      as Claims and Noticing Agent, the firm will transfer those
      claims or other documents to the Clerk's Office as soon as
      practicable.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

(Solutia Bankruptcy News, Issue No. 135; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Standard & Poor's Ratings Services said its ratings on Solutia
Inc. (B+/Stable/--) will not change as a result of the company's
recent announcement of a public offering of common shares.


SOLUTION TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Solution Technology International, Inc.
        fka NetWorth Technologies, Inc.
        685 Mosser Road, Suite 11
        Garrett Information Enterprise Center
        McHenry, MD 21541

Bankruptcy Case No.: 08-12640

Chapter 11 Petition Date: November 4, 2008

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Lead
Counsel:          Robert Dermluk, Esq.
                  Seyfarth Shaw LLP

Debtor's Local
Counsel:          Donald J. Detweiler, Esq.
                  Greenberg Traurig, LLP
                  1007 North Orange Street
                  The Nemours Building
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360
                  E-mail: bankruptcydel@gtlaw.com

Total Assets: $353,205

Total Debts: $7,328,475

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

           http://bankrupt.com/misc/deb08-12640.pdf


SOUTHERN CRESCENT: Case Summary & 6 Largest Unsec. Creditors
------------------------------------------------------------
Debtor: Southern Crescent Rehabilitation & Retirement
           Community, Inc.
        2125 Highway 42 North
        Stockbridge, GA 30253

Bankruptcy Case No.: 08-82508

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Frank B. Wilensky, Esq.
                  Macey, Wilensky, Kessler & Hennings, LLC
                  Suite 2700
                  230 Peachtree Street, NW
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: smcconnell@maceywilensky.com

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

           http://bankrupt.com/misc/ganb08-82508.pdf


SPRINGVILLE STORAGE: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Springville Storage Suites, Inc.
        dba Springville Self Storage
        396 West Ventura Boulevard
        Camarillo, CA 93010

Bankruptcy Case No.: 08-12856

Chapter 11 Petition Date: November 4, 2008

Court: Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Douglas M. Neistat, Esq.
                  Greenberg & Bass
                  16000 Ventura Blvd #1000
                  Encino, CA 91436
                  Tel: (818) 382-6200
                  Fax: (818) 986-6534
                  E-mail: twilliams@greenbass.com

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

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

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

           http://bankrupt.com/misc/cacb08-12856.pdf


SUPERIOR OFFSHORE: Equity Panel Wants Exclusive Periods Terminated
------------------------------------------------------------------
The Official Committee of Equity Security Holders asks the United
States Bankruptcy Court for the Southern District of Texas to
terminate Superior Offshore International Inc.'s exclusive periods
to file a Chapter 11 plan and solicit acceptances of that plan.

The Equity Committee asserts that the joint Chapter 11 plan of
reorganization dated Nov. 20, 2008, filed by the Debtor and the
Official Committee of Unsecured Creditors, as co-proponent, is
ill-conceived and unconfirmable.  The Equity Committee argues that
the Chapter 11 plan is an attempt of the Debtor to dissolve
equity security holders.

The Equity Committee cites grounds as to why the Debtor's
exclusive period should be terminated including:

   -- unreasonable refusal to commence the claims administration
      process timely;

   -- prospective settlement of the BPTT receivable owing to the
      Debtor; and

   -- failure to respond to information request of the Equity
      Committee.

The Equity Committee relates that it circulated on Nov. 14, 2008,
a revised draft of the liquidation plan to the Debtor and its
creditors' committee but they failed to respond to the Equity
Committee's inquiry.  The Equity Committee' plan, among other
things, retains both the Equity Committee and the Debtor's
creditors' committee until both agree or the Court determines that
there is sufficient cash to pay allowed claims in full.

According to Bloomberg News, the Debtor's disclosure
statement says $84 million cash should be supplement by another
$11.7 million to be received in a settlement.  About $95 million
will be available when the plan becomes effective, the report
says.

Bloomberg says $60 million should remain for unsecured
creditors as stated in the Debtor's disclosure statement.  The
Debtor said it owes $39.7 million to it unsecured creditors
but $65.8 million in unsecured claims were filed, the report
notes.  Recovery by unsecured creditors will depend on success in
objecting to unsecured claims, Bloomberg adds.

John J. Sparacino, Esq., at Andrews Kurth LLP in Houston, Texas,
says the termination of the Debtor's exclusive period enables the
Equity Committee to propose its plan and proceed to solicit and
confirmation of its plan simultaneous with the Debtor's plan.

A hearing is set for Dec. 8, 2008, at 11:00 a.m., to consider the
Equity Committee's motion.

                      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.


TRUMP ENTERTAINMENT: Won't Pay $53.1MM Interest on 2015 Notes
-------------------------------------------------------------
Trump Entertainment Resorts, Inc., and its subsidiaries Trump
Entertainment Resorts Holdings, L.P., and Trump Entertainment
Resorts Funding, Inc., said on Friday that, as part of a strategy
to maintain sufficient liquidity, the company will forego making
the $53.1 million interest payment due December 1, 2008 on the
company's 8.5% Senior Secured Notes due 2015.

Under the indenture relating to the Notes, a 30-day grace period
will apply to the missed interest payment.  During this period,
the company intends to pursue discussions with lenders to
restructure the company's capital structure, improve liquidity,
and create a platform to grow and diversify the company's
business.  The company's Board of Directors has established a
special committee comprised of independent directors to oversee
these discussions. There can be no assurance that any agreement
with respect to any restructuring will be reached or, if any
agreement is reached.

If the interest payment is not made within the 30-day grace period
then (1) the holders of 25% of the outstanding principal amount of
the Notes would be permitted to accelerate the maturity of the
Notes, and (2) the lenders under Holdings' $490.0 million senior
secured loan from Beal Bank would be permitted to accelerate the
maturity of the loan.  The aggregate principal amount of the Notes
outstanding is approximately $1.249 billion.

              About Trump Entertainment Resorts Inc.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings, which the company
understands encompasses substantially all of his net worth.

                            *     *     *

Trump Entertainment Resorts Inc.'s 8-1/2% senior secured notes due
2015 carry Moody's Investors Service's Caa1 rating which was
placed in April 2008 and Standard & Poor's CCC+ rating which was
placed in May 2008.


TRUVO INTERMEDIATE: S&P Cuts Corp. Credit Rating to 'B-' From 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered to 'B-'
from 'B' its long-term corporate credit rating on Delaware-based
international publisher of classified directories TRUVO
Intermediate LLC.  The outlook is negative.  S&P also lowered to
'CCC' from 'CCC+' S&P's subordinated debt ratings on TRUVO
Subsidiary Corp.'s EUR395 million 8.5% notes and $200 million
8.375% notes.  The recovery ratings on the notes remain unchanged
at '6', indicating S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.

"The downgrade mainly reflects the increasing deterioration of the
group's operating performance in its core markets since the start
of 2008 and uncertain prospects for any improvement in 2009," said
S&P's credit analyst Manuela Gabetta.

In S&P's view, the decline in revenues and profitability as well
as the ensuing tight liquidity make the current capital structure
unsustainable over the short to medium term.  TRUVO's adjusted
gross debt to EBITDA is expected to be about 9x in 2008 --
including the Portuguese business and pro forma for the
anticipated application of the EUR280 million proceeds derived
from the sale of its Netherlands operations to debt reduction.
Gross leverage is unlikely to decrease in 2009, given the current
operating performance and depressed economic environment.  Gross
leverage stood at 10.3x in the year ended Sept. 30, 2008.

The group's print revenues further declined to 12.7% in the third
quarter of 2008 following the 10.9% decline in the second quarter.
This was only partially offset by a 14.8% growth in online sales.
This weak operating performance should result in weak free
operating cash flow generation in 2008 and 2009, resulting in
tight liquidity and limited capacity to absorb adverse working
capital movements, material operating underperformance, and/or to
pay down debt.

TRUVO's strategy to unbundle its print and online offerings has
accelerated the declining trend in its print segment given the
faster-than-forecast structural migration to the online platforms.
This has made its business profile more vulnerable to the
increasing economic deterioration, which has affected customers'
advertising spending in the group's main countries.  The group has
recently announced a revised business strategy to shift back its
focus to a customer segmentation approach, which will offer
combined print/online tailored products.  Although S&P viewed
positively TRUVO's attempt to monetize its Internet presence in
its local online advertising markets, S&P believes that a
significant slowdown of the declining trend in its print products
is unlikely in 2009 in light of the prevailing market conditions.

The ratings could be lowered if the group's operating performance
and/or liquidity were to further deteriorate from current levels.

Given the expected pressure on the group's revenues in 2009 and
the unfavorable macroeconomic conditions, a revision of the
outlook to stable is unlikely in the next 12 months.  However, if
the group manages to reverse its EBITDA declining trend in 2009
and protect its cash flow generation while successfully investing
in fast-growing online services, S&P could revise the outlook to
stable.


UNIGENE LABORATORIES: Board Committee Increases Executives' Salary
------------------------------------------------------------------
The Compensation Committee of Unigene Laboratories' board of
directors approved material increases to the annual salaries of
Drs. Warren Levy and Ronald Levy.  Dr. Warren Levy's annual salary
was increased by 21% to $345,000.  Dr. Ronald Levy's annual salary
was increased by 16% to $295,000.  Both salary increases were
effective as of Nov. 13, 2008.

Unigene Laboratories, Inc. entered into employment agreements,
effective Jan. 1, 2000, with each of Dr. Warren P. Levy, the
company's president, chief executive officer and director, and
Dr. Ronald S. Levy, the company's executive vice president,
secretary and director.  Pursuant to the agreements,
the Compensation Committee of the company's board of directors
reviews the annual salaries thereunder each year.

On Nov. 13, 2008, the board reviewed the recommendations of the
Compensation Committee, which were based upon an analysis of peer
group companies prepared by an outside compensation consultant.
Based on this analysis, it was determined that Dr. Warren Levy's
annual salary was approximately 33% or $143,000 below the 50th
percentile of chief executive officer salaries at peer group
companies and that Dr. Ronald Levy's salary was approximately
19% or $61,000 below the 50th percentile of executive vice
president salaries at peer group companies.  The company has a
long-term objective of increasing base salaries closer to the
50th percentile of salaries of executives at peer group companies.

With the exception of the salary increases described above, the
terms of Dr. Warren Levy's employment agreement and Dr. Ronald
Levy's employment agreement, which were filed with the Securities
and Exchange Commission, respectively, to the Form 10-K filed by
the company for the fiscal year ended Dec. 31, 1999, remain
unchanged.

In addition, as part of a review of the company's compensation
practices, the board decided that as of Jan. 1, 2009, each of the
Drs. Levy will need the approval of the chairman of the
Compensation Committee to carryover more than 5 vacation days
from one calendar year to the next.  Previously, days in excess of
the five-day maximum could be carried over in management's
discretion.  In connection with this change, the board determined
that the company must pay them for their accrued vacation as of
Dec. 31, 2007.  In accordance with company policy, such payments
will be equal to ninety percent (90%) of the accrued vacation pay
based on the employee's salary. Such payments will be made in five
(5) equal annual payments beginning in January 2009.  As of
Dec. 31, 2007, Dr. Warren Levy and Dr. Ronald Levy had 207 and
211.5 accrued and unused vacation days, which, at that time,
represented potential payments to the executives of approximately
$204,000 and $187,000, respectively.  These totals do not include
additional earned but unused vacation days for 2008.

               Summary Description of Other Key Terms
                      of Employment Agreements

Each employment agreement provides that, after the initial two-
year term, the agreement will be renewed on a year-to-year basis
unless either party notifies the other of the desire not to renew
the agreement no later than three months prior to the scheduled
termination date.  Each agreement further provides that, upon (a)
termination of the employment of the executive by the company
without cause or (b) resignation of the executive for good reason
(which is defined to mean a change of control of the company or a
material diminution of the executive's responsibilities without
his consent), the company will make a lump-sum severance payment
to the executive equal to the executive's then-current annual
salary.

                     About Unigene Laboratories

Based in Fairfield, N.J., Unigene Laboratories Inc. (OTC BB: UGNE)
-- http://www.unigene.com/-- is a biopharmaceutical company
focusing on the oral and nasal delivery of large-market peptide
drugs.  Due to the size of the worldwide osteoporosis market,
Unigene is targeting its initial efforts on developing calcitonin
and PTH-based therapies.

Fortical(R), Unigene's nasal calcitonin product for the treatment
of postmenopausal osteoporosis, received FDA approval and was
launched in August 2005.  Unigene has licensed the U.S. rights for
Fortical to Upsher-Smith   Laboratories, worldwide rights for its
oral PTH technology to GlaxoSmithKline and worldwide rights for
its calcitonin manufacturing technology to Novartis.

As reported in the Troubled Company Reporter on March 28, 2008,
Grant Thornton, in Edison, N.J., expressed substantial doubt about
Unigene Laboratories Inc.'s ability to continue as a going
concern after auditing the company's financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring losses from operations and
accumulated deficit.

Unigene's balance sheet as of June 30, 2008, showed $17.06 in
shareholders' deficit $126.3 million in accumulated deficit.  The
company posted $1.2 million in net losses on $5 million in
revenues.


UNIGENE LABORATORIES: Directors & Execs. Acquire Shares
-------------------------------------------------------
Peter Slusser, a director of Unigene Laboratories Inc. disclosed
in a form 4 filing with the Securities and Exchange Commission
that he may be deemed to beneficially own 2,000 shares of the
company's common stock after acquiring 1,500 shares of common
stock at $0.61 per share on November 13.

Warren Levy, president and director of the company, also disclosed
that he owns 1,822,810 shares of the company's common stock after
purchasing 60,000 shares at $0.01 per share.  He added that he
indirectly owns 200,000 shares.  Mr. Levy owns interest in The Jay
Levy C.S., which owns 200,000 shares of Unigene's common stock.

In a separate filing, Ronald S. Levy, executive vice president a
director of the company disclosed that he may be deemed to
directly own 1,823,775 shares of the company's common stock after
purchasing 40,000 shares at $0.01 per share on November 13.

Robert F. Hendrickson, director of the company, disclosed that he
owns 60,000 shares after the November 14 acquisition of 10,000
shares of common stock at $0.59 per share.

Allen Bloom, director of the company, filed SEC Form 4, to report
that he directly owns 11,000 shares of the company's common stock
after the November 18 acquisition of $10,000 shares of common
stock at $0.44 per share.

At Nov. 3, 2008, the company has 90,150,520 shares of common stock
outstanding.

                     About Unigene Laboratories

Based in Fairfield, New Jersey, Unigene Laboratories Inc. (OTC BB:
UGNE) -- http://www.unigene.com/-- is a biopharmaceutical company
focusing on the oral and nasal delivery of large-market peptide
drugs.  Due to the size of the worldwide osteoporosis market,
Unigene is targeting its initial efforts on developing calcitonin
and PTH-based therapies.

Fortical(R), Unigene's nasal calcitonin product for the treatment
of postmenopausal osteoporosis, received FDA approval and was
launched in August 2005.  Unigene has licensed the U.S. rights for
Fortical to Upsher-Smith   Laboratories, worldwide rights for its
oral PTH technology to GlaxoSmithKline and worldwide rights for
its calcitonin manufacturing technology to Novartis.

                        Going Concern Doubt

Grant Thornton, in Edison, New Jersey, expressed substantial doubt
about Unigene Laboratories Inc.'s ability to continue as a going
concern after auditing the company's financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring losses from operations and
accumulated deficit.


UNIGENE LABORATORIES: Sept. 30 Balance Sheet Upside-Down by $16MM
-----------------------------------------------------------------
Unigene Laboratories Inc. 's balance sheet at Sept. 30, 2008,
showed total assets of $31,733,398 and total liabilities of
$48,489,743, resulting in stockholders' deficit of $16,756,345.

Unigene Laboratories reported its financial results for the
quarter ended Sept. 30, 2008.

Net loss for the three months ended Sept. 30, 2008, was $687,000
compared to a net loss of $240,000 for the three months ended
Sept. 30, 2007.

Net loss for the nine months ended Sept. 30, 2008, was $3,741,000
compared to a net loss of $1,778,000 for the nine months ended
Sept. 30, 2007.

Revenue for the three months ended Sept. 30, 2008, was $5,084,000,
compared to $6,343,000 for the three months ended Sept. 30, 2007.
Revenue for both periods consisted of Fortical sales and
royalties, which were $4,277,000 for the three months ended Sept.
30, 2008, and $5,771,000 for the three months ended Sept. 30,
2007.

Revenue for the nine months ended Sept. 30, 2008, was $14,376,000,
compared to $17,390,000 for the nine months ended Sept. 30, 2007.
Revenue for both periods consisted of Fortical sales and
royalties, which were $12,178,000 for the nine months ended Sept.
30, 2008, and $13,607,000 for the nine months ended Sept. 30,
2007.  The nine months ended Sept. 30, 2007, included Fortical
royalties for the ten-month period of December 2006 through
September 2007 and also included $2,500,000 in revenue from
Novartis under a 2007 supply agreement, consisting of $2,200,000
in product sales and $300,000 in development service fees.

Total operating expenses were $5,418,000 for the three months
ended Sept. 30, 2008, a decrease of $886,000 from $6,304,000 for
the three months ended Sept. 30, 2007.

Cash at Sept. 30, 2008 was $14,705,000, an increase of
approximately $11,027,000 from Dec. 31, 2007.  The company's cash
position was enhanced by its borrowing of $15,000,000 pursuant to
a $20,000,000 financing agreement with Victory Park Capital, an
investor in Unigene.  In connection with this borrowing, Unigene
issued to Victory Park a three-year senior secured non-convertible
note and 1,125,000 shares of common stock that are subject to
lock-up for one year.  Accounts receivable at Sept. 30, 2008 were
$2,459,000.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?3577

                     About Unigene Laboratories

Based in Fairfield, New Jerse, Unigene Laboratories Inc. (OTC BB:
UGNE) -- http://www.unigene.com/-- is a biopharmaceutical company
focusing on the oral and nasal delivery of large-market peptide
drugs.  Due to the size of the worldwide osteoporosis market,
Unigene is targeting its initial efforts on developing calcitonin
and PTH-based therapies.

Fortical(R), Unigene's nasal calcitonin product for the treatment
of postmenopausal osteoporosis, received FDA approval and was
launched in August 2005.  Unigene has licensed the U.S. rights for
Fortical to Upsher-Smith   Laboratories, worldwide rights for its
oral PTH technology to GlaxoSmithKline and worldwide rights for
its calcitonin manufacturing technology to Novartis.

                        Going Concern Doubt

Grant Thornton, in Edison, New Jersey, expressed substantial doubt
about Unigene Laboratories Inc.'s ability to continue as a going
concern after auditing the company's financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring losses from operations and
accumulated deficit.


VAN DER MOLEN: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Van Der Molen Recreational Properties, Inc.
        380 S. Schmale Rd.
        Carol Stream, IL 60188

Bankruptcy Case No.: 08-32606

Type of Business: The Debtor operates a recreational vehicle parks
                  and campsites.

                  See: http://vdmonline.com/corp.htm

Chapter 11 Petition Date: November 26, 2008

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: John A Lipinsky, Esq.
                  jlipinsky@comananderson.com
                  Coman & Anderson, P.C.
                  2525 Cabot Drive, Suite 300
                  Lisle, IL 60532
                  Tel: (630) 428-2660

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Bank of Mauston                campground at     $25,040,000
503 State Hwy. 82 East         1500 Jellystone
Mauston, WI 53948              Park Dr. Tomah,
                               WI 54660;
                               secured:
                               $6,000,000;
                               senior lien:
                               $6,083,262

Bruce Bryant                   campground at     $5,000,000
213 N. Friendswood Dr.         1500 Jellystone
Friendswood, TX 77546          Park Dr.
                               Tomah, WI 54660;
                               secured:
                               $6,000,000;
                               senior lien:
                               $31,123,262

United Bank                    campground at     $4,605,184
                               1500 Jellystone
                               Park Dr.
                               Tomah, WI 54660;
                               secured:
                               $6,000,000;
                               senior lien:
                               $1,478,078

Salter Path Camp Ground Inc.   lease obligation  $1,882,500
                               and loan

Cicardo, Tom and Lori          loan              $554,000

Alliant Utilities Shared       utilities         $434,236
Savings

Monroe County Treasurer        real estate taxes $400,000

Wisconsin Dept. of Revenue     sale tax          $330,083

Village of Warrens             room taxes        $297,549

Harlan Recreational            lease obligations $269,963
Properties

Jeffrey Driver Business Park   lease obligations $264,366

Rail Sidings of Kenosha LLC    lease obligations $253,761

Aspen Ave. Development Inc.    lease obligation  $224,280

Leisure Systems Inc.           franchise fees    $180,000

Ferrel Gas                     utility           $110,925

W&C Printing Company Inc.      trade debt        $93,895

Drummer Boy Inc.               lease obligation  $92,800

Kathleen K. Gneuhs LLC         lease obligation  $81,425

Ecolab                         trade debt        $80,481

The petition was signed by president Edward Van Der Molen.


VERASUN ENERGY: NYSE Delists Firm's Common Stock
------------------------------------------------
VeraSun Energy Corporation discloses with the U.S. Securities and
Exchange Commission that the New York Stock Exchange, Inc., has
removed the company's common stock from registration under
Section 12(b) of the Securities Exchange Act of 1934.

VeraSun previously said that it received a notice on November 3,
2008, that the staff of NYSE Regulation has determined that the
company's common stock should be suspended immediately in view of
its October 31, 2008 Petition Date.

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- is a producer
and marketer of ethanol and distillers grains. Founded in 2001,
the company has a fleet of 16 production facilities in eight
states, with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Settles U.S. Zonolite PD Claims for $60,000,000
-----------------------------------------------------------
W.R. Grace & Co., has entered into an agreement resolving all
postpetition U.S. Zonolite Attic Insulation property damage
claims and demands with the Official Committee of Equity Security
Holders, the Special Counsel and Putative Class Counsel to the
U.S. ZAI Claimants, and the Asbestos PD Future Claimants
Representative.

Under the agreement, all of the U.S. ZAI Claims will be channeled
for resolution to a $60,000,000 asbestos property damage trust
established under Section 524(g) of the Bankruptcy Code and
pursuant to Grace's Joint Plan of Reorganization.

These assets will be transferred to the Trust:

  * $30,000,000 in cash on the Effective Date of the Plan, plus,
    if the Effective Date occurs after March 31, 2009, interest
    from April 1, 2009, to the Effective Date, accrued at the
    same rate applicable to Grace's senior exit financing;

  * $30,000,000 in cash on the third anniversary of the
    Effective Date; and

  * up to 10 contingent deferred payments of $8,000,000 per year
    during the 20-year period beginning on the fifth anniversary
    of the Effective Date, with each payment due only if the ZAI
    Assets fall below $10,000,000 during the preceding year.

The Deferred Payments would be backed by 50.1% of Grace's common
stock to meet Section 524(g) requirements.

Moreover, the agreement provides that ZAI Claims that qualify for
payment will generally be paid 55% of the claimed amount, but in
no event will the PD Trust pay more than 55% of $7,500.  Grace
will have the right to conduct annual audits of the books,
records, and processing procedures of the PD Trust.

The Settlement provides that the U.S. ZAI Trust, in its
discretion, may pay up to $2,000,000 over the first three years
after the Effective Date, and up to $500,000 for each three-year
period thereafter, to fund an educational program about ZAI.

Initially, the content of any Asbestos PD Trust education program
must be consistent with published guidance of the U.S.
Environmental Protection Agency concerning ZAI and with the
Debtors ZAI bar date notice program.  The educational program's
content, however, will reflect any material scientific or
regulatory changes or developments that pertain to ZAI, in terms
and in manner of publication acceptable to the Reorganized Grace.

Furthermore, the parties agree to seek and support:

  (1) U.S. Bankruptcy Court for the District of Delaware's
      certification, pursuant to Rule 23(b)(3) of the Federal
      Rules of Civil Procedure, of a U.S. ZAI Settlement Class
      composed of individuals who timely filed a U.S. ZAI Proof of
      Claim;

  (2) the appointment of Edward J. Westbrook, Esq., Darrell W.
      Scott, Esq., and Elizabeth Cabraser, Esq., as class
      counsel;

  (3) the appointment of appropriate class representatives as
      may be proposed by class counsel;

  (4) preliminary and final approval of a U.S. ZAI Class
      Settlement under the terms contained in the Term Sheet For
      Resolution Of U.S. Zonolite Attic Insulation Claims;

  (5) the issuance of appropriate notice to class members, at
      Debtors' expense, of preliminary class settlement
      approval, class member's opt-out rights, and hearing on
      final class settlement approval; and

  (6) a Common Fund Fee Award and Expense Recovery Award to
      class counsel to be paid from Debtors' non-contingent
      settlement payments.

The agreement also contemplates Grace's filing of a revised Plan,
a PD Trust agreement, and a ZAI trust distribution procedures
with the Bankruptcy Court overseeing the company's Chapter 11
cases.

A full-text copy of the ZAI Settlement Agreement is available for
free at http://ResearchArchives.com/t/s?355d

The settlement, according to Mr. Scott, provides "sensible
remedies" for people who have to hire specialists to remove the
insulation during remodeling or demolition projections,
SpokesmanReview.com quotes.  However, Mr. Scott adds that "we
don't want people to get overly excited about filing a claim.
There's still work to be done."

ZAI, which is used as roofing insulation, was made from asbestos-
tainted vermiculite mined near Libby, Montana.  A criminal case
against Grace relating to its Libby operations and an alleged
conspiracy of its former executives in hiding the truth about the
negative effects of asbestos was filed by the U.S. Government.
The criminal case is up for trial in February 2009.  Grace
stopped selling ZAI in 1984.

Grace previously settled its dispute with the Canadian ZAI
Claimants by contributing C$6,500,000 to a Canadian ZAI PD Claims
Fund.  The Canadian ZAI Settlement provides that if Grace's Plan
is not confirmed before October 31, 2009, or if the confirmed
Plan does not reflect the terms of the Canadian ZAI Settlement,
the Settlement will be considered null and void.

                        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. 173; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Wants Actions Against Glendale Property Voided
----------------------------------------------------------
W.R. Grace & Co., and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to set aside any and
all actions taken by Maricopa County, Arizona; First Liberty
National Bank; and the Superior Court of the State of Arizona for
Maricopa County with respect to the Debtors' property in Glendale,
Arizona.

Due to their Chapter 11 cases, the Debtors did not pay
prepetition real property taxes with respect to the Glendale
Property for the first quarter of 2001.  Maricopa County acquired
a tax lien on the Glendale Property and sold the Tax Lien to
First Liberty National Bank on February 10, 2003.

First Liberty intended to foreclose the Glendale Property and
informed the Debtors, in an April 2006 letter, that if the
Debtors have not paid taxes over three years, First Liberty may
foreclose on the property.  In turn, the Debtors contacted
Maricopa County and were reassured by the Treasurer's Office that
the Debtors' account was flagged due to their Chapter 11 filing
and no tax lien would be executed, Kathleen P. Makowski, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
relates.

Despite the treasurer's assurance, the Debtors received a Notice
of Intent to File Foreclosure Action and were informed that the
Glendale Property was listed in the County records as "under
litigation" with no mention of the bankruptcy proceedings.
Subsequently, at First Liberty' behest, the Superior Court has
entered a default judgment, purporting, among others, to forever
bar the Debtors from asserting any rights to the Glendale
Property.

Accordingly, the Debtors want the Bankruptcy Court to declare
void ab initio (i) the Quiet Title Action filed by First Liberty,
(ii) treasurer's deed allegedly issued on September 24, 2008, as
an authorized postpetition transfer, (iii) default judgment
entered by the Superior Court, and (iv) the alleged sale of the
Tax Lien in 2003.

The Debtors further want the Bankruptcy Court to order Maricopa
County, First Liberty, and the Superior Court to take no further
action to the Glendale Property and to pay the Debtors
compensatory and punitive damages for willfully violating the
automatic stay.

The Debtors aver that those actions were willful violation of the
automatic stay as the parties knew of the existence of the
Debtors' bankruptcy proceedings.  If the Bankruptcy Court does
not declare those actions void, the estates will be deprived of a
valuable asset, an operating plant and piece of real property for
little or no consideration, Ms. Makowski asserts.

                        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. 173; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


WE ARE THE BLOOMS: Case Summary & Largest Unsec. Creditor
---------------------------------------------------------
Debtor: We Are The Blooms, A California General Partnership
        3338 Malt Avenue
        Los Angeles, CA 90040

Bankruptcy Case No.: 08-28686

Chapter 11 Petition Date: November 4, 2008

Court: Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Michael Jay Berger, Esq.
                  9454 Wilshire Blvd. 6th Flr.
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: 310-271-9805

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

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

The Debtor listed Earl Macasaet of San Dimas, California, as its
largest unsecured creditor, owed $325 for accounting services.


WILLIAM SHERLOCK: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: William F. Sherlock
        106 119th Street
        Stone Harbor, NJ 08247

Bankruptcy Case No.: 08-31724

Chapter 11 Petition Date: November 4, 2008

Court: District of New Jersey (Camden)

Debtor's Counsel: Scott M. Zauber, Esq.
                  Subranni, Ostrove & Zauber
                  1624 Pacific Ave.
                  P.O. Box 1913
                  Atlantic City, NJ 08404
                  Tel: (609) 347-7000
                  E-mail: szauber@subranni.com

Debtor's Realtor: Ryan Vince

Debtor's
Accountant:       Howard B. Weiss
                  H.B. Weiss & Company

Total Assets: $3,433,510

Total Debts: $2,805,021

Debtor's three largest unsecured creditors:

   Entity                                          Claim Amount
   ------                                          ------------
FIFTH NEW JERSEY                                   $79,979
CORPORATION
Attn: DEMBO & SALDUTTI
102 BROWNING LN, BLDG B
CHERRY HILL, NJ 08003-3195

S D MAYBERRY                                        22,700
Attn: BOYER, JOHN
S
68 East Main Street
Moorestwon, NJ 08057

State of New Jersey                                 2,342
Division of Taxation
P.O. Box 046
Trenton, NJ 08646-0046


WOLFE PLUMBING: Court Dismisses Chapter 11 Bankruptcy Case
----------------------------------------------------------
Michael Levensohn at Times Herald-Record reports that the U.S.
Bankruptcy Court for the Southern District of New York has
dismissed Wolfe Plumbing & Heating's Chapter 11 bankruptcy case.

Wolfe Plumbing owner Ed Wolfe had said that the company is
"working on a plan" and that it would be disclosing transitions to
be made within 60 days, according to Times Hearld-Record.

Times Herald-Record relates that Eric Small, the U.S. Trustee's
Office attorney, had asked the Court for the dismissal of Wolfe
Plumbing's case dismissed or its liquidation, raising doubts about
the company's ability to reorganize its finances.  Wolfe Plumbing
failed to pay bills on time and file a confirmable reorganization
plan due to inconsistent income and ongoing losses, the report
says, citing Mr. Small.  Mr. Small said in court documents, "It is
apparent that the debtor is having significant difficulty even
meeting current expenses on a consistent basis, a situation which
generates little confidence that the debtor will be able to meet
both current expenses and pre-petition debt pursuant to a plan
without significant outside investment that has not materialized
to date."

According to Times Herald-Record, Wolfe Plumbing continued to lose
money while under bankruptcy protection, and as of October 2008,
the company had $2.3 million in liabilities and $1.1 million in
assets.

Court documents indicate that Wolfe Plumbing has been depending on
sister company Wolfe Services of Catskill on some of its operating
expenses.

Montgomery, New York-based Wolfe Plumbing & Heating Inc. --
http://www.wolfeplumbing.com/-- dba Wolfe Plumbing, Heating, Air
Conditioning Inc., is a plumbing, heating and air conditioning
contractor.  The company filed for Chapter 11 protection on
March 10, 2008 (Bankr. S. D. N.Y. Case No. 08-35439).  Rosemarie
E. Matera, Esq., at Kurtzman Matera Gurock & Scuderi, LLP,
represents the company in its restructuring effort.  The company
listed assets of $676,886 and debts of $2,093,186.


YELLOWSTONE CLUB: Court Okays $20MM in Financing From CrossHarbor
-----------------------------------------------------------------
Robert Struckman at Newwest.net reports that the Hon. Ralph B.
Kirscher of the U.S. Bankruptcy Court for the District of Montana
granted CrossHarbor Capital Partners permission to lend
Yellowstone Club about $20 million.

Newwest.net relates that when Yellowstone Club filed for Chapter
11 protection on Nov. 10, 2008, it listed debts of more than
$360 million.  About $311 million of that debt was owed to
investors assembled by Credit Suisse, the report states.

According to Newswest.net, Credit Suisse provided a $4.5 million
debtor-in-possession loan to run Yellowstone Club through the end
of November.  Citing sources, Newswest.net relates that the deal
collapsed when Credit Suisse failed to round up money when
Yellowstone Club needed a larger financial package to get the club
through the ski season.  Newswest.net reports that CrossHarbor
Capital offered to step in, and had a one-page term sheet ready
for negotiations within minutes.

Newwest.net states that CrossHarbor Capital has invested about
$100 million to acquire real estate and construct houses and
condominiums at Yellowstone Club.  CrossHarbor Capital, according
to the report, was in talks with Yellowstone Club owner Edra
Blixseth's ex-husband and the club's founder, Tim Blixseth, for
more than a year to buy the club before it collapsed this year.

Credit Suisse, says Newwest.net, objected CrossHarbor Capital's
plan, even though it didn't have a rescue plan for Yellowstone
Club.  If CrossHarbor Capital gets to fund Yellowstone Club, it
would be the first to get paid when the club is able to repay its
debts, the report states.

Newwest.net reports that under the CrossHarbor Capital deal,
Yellowstone Club members would pay accelerated dues to raise about
$5 million to help run the club through the ski season, when its
employees would reach almost 1,000.  The report says that the club
members accepted the deal.

   Tax Officials Keeping an Eye on Bankruptcy Proceedings

Matt Gouras at The Associated Press reports that tax officials in
Montana said that they are keeping an eye on the Yellowstone Club
bankruptcy proceedings.

Department of Revenue spokesperson Cynthia Piearson said that the
agency wants to make sure that Yellowstone Club entities will
continue to collect and remit employer withholding taxes and
lodging facility use taxes throughout the interim financing
period, according to The AP.  The report quoted Ms. Piearson as
saying,

                    About Yellowstone Club

Yellowstone Club -- http://www.theyellowstoneclub.com/-- is a
private golf and ski community with more than 350 members,
including Bill Gates and Dan Quayle.  It is located near Big Sky,
Montana.  It was founded in 1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.


* BOND PRICING: For the Week of Nov. 24 - Nov. 28, 2008
-------------------------------------------------------

Company                         Coupon      Maturity  Bid Price
-------                         ------      --------  ---------
ABITIBI-CONS FIN                  7.88      8/1/2009      75.00
AHERN RENTALS                     9.25     8/15/2013      29.00
AIRTRAN HOLDINGS                     7      7/1/2023      56.00
ALERIS INTL INC                     10    12/15/2016      18.10
AMBASSADORS INTL                  3.75     4/15/2027      29.50
AMD                               5.75     8/15/2012      35.00
AMER AXLE & MFG                   5.25     2/11/2014      21.00
AMER AXLE & MFG                   7.88      3/1/2017      25.00
AMER GENL FIN                      2.6    12/15/2008      82.00
AMER GENL FIN                        3    12/15/2008      98.58
AMER GENL FIN                      3.1     6/15/2009      16.00
AMER GENL FIN                      3.1     7/15/2009      50.00
AMER GENL FIN                      3.3     6/15/2010      50.78
AMER GENL FIN                     3.35     5/15/2009      70.35
AMER GENL FIN                      3.4    10/15/2009      54.27
AMER GENL FIN                     3.75    12/15/2008      92.25
AMER GENL FIN                      3.8     4/15/2009      72.00
AMER GENL FIN                     3.85     9/15/2009      50.00
AMER GENL FIN                     3.88    12/15/2008      92.00
AMER GENL FIN                     3.88     10/1/2009      70.00
AMER GENL FIN                     3.88    11/15/2009      38.96
AMER GENL FIN                        4     6/15/2009      53.13
AMER GENL FIN                        4     8/15/2009      36.00
AMER GENL FIN                        4    11/15/2009      64.93
AMER GENL FIN                        4    11/15/2009      50.00
AMER GENL FIN                        4    11/15/2009      60.07
AMER GENL FIN                        4    12/15/2009      56.49
AMER GENL FIN                        4     3/15/2011      36.00
AMER GENL FIN                     4.05     5/15/2010      24.77
AMER GENL FIN                      4.1     5/15/2010      42.42
AMER GENL FIN                      4.1     7/15/2012      30.26
AMER GENL FIN                     4.15    11/15/2010      10.51
AMER GENL FIN                      4.2     8/15/2009      70.12
AMER GENL FIN                      4.2    10/15/2009      34.13
AMER GENL FIN                      4.2    11/15/2009      35.00
AMER GENL FIN                     4.25     3/15/2013      29.66
AMER GENL FIN                      4.3     3/15/2009      79.50
AMER GENL FIN                     4.30      06/15/10      43.30
AMER GENL FIN                     4.30      07/15/10      45.00
AMER GENL FIN                      4.3     6/15/2010      35.55
AMER GENL FIN                      4.3     7/15/2010      45.00
AMER GENL FIN                     4.35     6/15/2009      70.09
AMER GENL FIN                      4.4     5/15/2009      74.06
AMER GENL FIN                      4.4     7/15/2009      38.00
AMER GENL FIN                      4.4    12/15/2010      45.25
AMER GENL FIN                      4.5     7/15/2009      80.00
AMER GENL FIN                      4.5     9/15/2009      59.50
AMER GENL FIN                      4.5     3/15/2010      32.00
AMER GENL FIN                      4.5     8/15/2010      38.25
AMER GENL FIN                      4.5    11/15/2010      40.91
AMER GENL FIN                      4.5    11/15/2011      25.00
AMER GENL FIN                     4.55    10/15/2009      47.50
AMER GENL FIN                      4.6    11/15/2009      45.23
AMER GENL FIN                      4.6     9/15/2010      44.06
AMER GENL FIN                      4.6    10/15/2010      34.02
AMER GENL FIN                     4.63     5/15/2009      83.04
AMER GENL FIN                     4.63      9/1/2010      50.46
AMER GENL FIN                     4.63     3/15/2012       7.10
AMER GENL FIN                      4.7    10/15/2010      39.85
AMER GENL FIN                     4.75     3/15/2009      50.00
AMER GENL FIN                     4.75     4/15/2010      47.50
AMER GENL FIN                     4.75     6/15/2010      52.70
AMER GENL FIN                     4.75     8/15/2010      30.00
AMER GENL FIN                     4.88     5/15/2010      53.00
AMER GENL FIN                     4.88     6/15/2010      37.63
AMER GENL FIN                     4.88     7/15/2012      39.27
AMER GENL FIN                      4.9     3/15/2012      29.00
AMER GENL FIN                        5     9/15/2009      64.05
AMER GENL FIN                        5     1/15/2010      33.34
AMER GENL FIN                        5     6/15/2010      42.00
AMER GENL FIN                        5     9/15/2010      33.00
AMER GENL FIN                        5    11/15/2010      35.31
AMER GENL FIN                        5    11/15/2010      40.25
AMER GENL FIN                        5    12/15/2010      29.50
AMER GENL FIN                        5    12/15/2010      21.00
AMER GENL FIN                        5    12/15/2010      30.25
AMER GENL FIN                        5     1/15/2011      40.00
AMER GENL FIN                        5     3/15/2011      43.50
AMER GENL FIN                        5     6/15/2011      37.32
AMER GENL FIN                        5    12/15/2011      29.00
AMER GENL FIN                        5     8/15/2012      30.00
AMER GENL FIN                      5.1     3/15/2011      37.32
AMER GENL FIN                      5.1     1/15/2012      37.32
AMER GENL FIN                     5.15     9/15/2009      35.00
AMER GENL FIN                      5.2     6/15/2010      51.50
AMER GENL FIN                      5.2     9/15/2010      44.00
AMER GENL FIN                      5.2     5/15/2011      44.88
AMER GENL FIN                      5.2    12/15/2011      41.93
AMER GENL FIN                      5.2     5/15/2012      35.31
AMER GENL FIN                     5.25     9/15/2012      15.25
AMER GENL FIN                     5.25    12/15/2012      20.00
AMER GENL FIN                     5.25    12/15/2012      26.00
AMER GENL FIN                     5.35     7/15/2010      36.50
AMER GENL FIN                     5.35     9/15/2011      15.00
AMER GENL FIN                     5.38      9/1/2009      70.75
AMER GENL FIN                     5.38     10/1/2012      39.10
AMER GENL FIN                      5.4     9/15/2013      30.26
AMER GENL FIN                     5.45     9/15/2009      66.00
AMER GENL FIN                      5.5    12/15/2010      49.00
AMER GENL FIN                      5.5     4/15/2011      35.31
AMER GENL FIN                      5.5     5/15/2014      11.00
AMER GENL FIN                      5.6     6/15/2011      40.00
AMER GENL FIN                     5.63     8/17/2011      43.00
AMER GENL FIN                      5.7     7/15/2014      20.50
AMER GENL FIN                     5.75     5/15/2013      23.89
AMER GENL FIN                      5.8     9/15/2013      25.63
AMER GENL FIN                     5.85     9/15/2012      25.00
AMER GENL FIN                        6     7/15/2011      34.01
AMER GENL FIN                        6     4/15/2013      15.00
AMER GENL FIN                        6     4/15/2013      32.00
AMER GENL FIN                        6    10/15/2014      25.00
AMER GENL FIN                        6    12/15/2014      23.00
AMER GENL FIN                     6.25     7/15/2010      50.15
AMER GENL FIN                     6.25     7/15/2011      43.00
AMER GENL FIN                     6.25     7/15/2011      12.05
AMER GENL FIN                     6.75     7/15/2011      35.00
AMER GENL FIN                     6.75     7/15/2013      21.50
AMER GENL FIN                        8     8/15/2010      51.75
AMER GENL FIN                      8.1     9/15/2011      20.00
AMER GENL FIN                     8.15     8/15/2011      30.00
AMER GENL FIN                     8.45    10/15/2009      72.50
AMER MEDIA OPER                   8.88     1/15/2011      52.50
AMER MEDIA OPER                  10.25      5/1/2009      43.00
AMES TRUE TEMPER                    10     7/15/2012      41.00
AMR CORP                          10.4     3/10/2011      29.50
ANTIGENICS                        5.25      2/1/2025      24.00
ARVIN INDUSTRIES                  7.13     3/15/2009      88.78
ASSURED GUARANTY                   6.4    12/15/2066      15.00
ATHEROGENICS INC                   1.5      2/1/2012       8.25
ATHEROGENICS INC                   4.5      9/1/2008       7.88
ATHEROGENICS INC                   4.5      3/1/2011       8.25
AVENTINE RENEW                      10      4/1/2017      20.00
AVIS BUDGET CAR                   7.63     5/15/2014      23.44
AVIS BUDGET CAR                   7.75     5/15/2016      26.00
BALLY TOTAL FITN                    13     7/15/2011       5.40
BANK NEW ENGLAND                  8.75      4/1/1999       4.53
BANK NEW ENGLAND                  9.88     9/15/1999       4.53
BANKUNITED CAP                    3.13      3/1/2034      10.00
BEARINGPOINT INC                   3.1    12/15/2024      26.18
BEAZER HOMES USA                  4.63     6/15/2024      45.00
BON-TON DEPT STR                 10.25     3/15/2014      11.50
BORDEN INC                        7.88     2/15/2023      12.00
BORDEN INC                        8.38     4/15/2016       7.00
BORDEN INC                         9.2     3/15/2021      15.00
BRODER BROS CO                   11.25    10/15/2010      29.88
BURLINGTON COAT                  11.13     4/15/2014      25.06
CARAUSTAR INDS                    7.38      6/1/2009      65.00
CCH I LLC                         9.92      4/1/2014      11.00
CCH I LLC                           10     5/15/2014      12.00
CCH I/CCH I CP                      11     10/1/2015      27.50
CCH I/CCH I CP                      11     10/1/2015      21.75
CCH II/CCH II CP                 10.25     9/15/2010      48.00
CCH II/CCH II CP                 10.25     9/15/2010      51.75
CELL GENESYS INC                  3.13     11/1/2011      39.75
CELL THERAPEUTIC                  5.75    12/15/2011       1.00
CHAMPION ENTERPR                  2.75     11/1/2037      12.00
CHARTER COMM HLD                    10      4/1/2009      88.84
CHARTER COMM HLD                    10     5/15/2011      54.00
CHARTER COMM HLD                 11.13     1/15/2011      51.00
CHARTER COMM INC                   6.5     10/1/2027       8.25
CHENIERE ENERGY                   2.25      8/1/2012      22.00
CIRCUS CIRCUS                     7.63     7/15/2013      26.00
CIT GROUP INC                     3.38      4/1/2009      89.50
CIT GROUP INC                     4.13     11/3/2009      77.25
CIT GROUP INC                        5    12/15/2008      96.86
CIT GROUP INC                        5     9/15/2009      78.25
CIT GROUP INC                      5.2     9/15/2011      42.02
CIT GROUP INC                     5.25    11/15/2011      39.01
CIT GROUP INC                     6.25     9/15/2009      79.80
CIT GROUP INC                     6.75     3/15/2011      43.50
CIT GROUP INC                     7.25     3/15/2012      39.00
CIT GROUP INC                     7.75     3/15/2013      38.20
CLAIRE'S STORES                   9.25      6/1/2015      18.00
CLAIRE'S STORES                   10.5      6/1/2017      10.82
CLEAR CHANNEL                      4.4     5/15/2011      16.00
CLEAR CHANNEL                      4.5     1/15/2010      70.00
CLEAR CHANNEL                      4.9     5/15/2015      17.00
CLEAR CHANNEL                        5     3/15/2012      18.00
CLEAR CHANNEL                      5.5     9/15/2014      16.00
CLEAR CHANNEL                      5.5    12/15/2016      17.00
CLEAR CHANNEL                     5.75     1/15/2013      16.00
CLEAR CHANNEL                     6.25     3/15/2011      25.00
CLEAR CHANNEL                     6.88     6/15/2018      15.00
CMP SUSQUEHANNA                   9.88     5/15/2014      20.75
COEUR D'ALENE                     1.25     1/15/2024      20.00
COEUR D'ALENE                     3.25     3/15/2028      25.80
COMPUCREDIT                       3.63     5/30/2025      23.69
CONEXANT SYSTEMS                     4      3/1/2026      45.00
CONSTAR INTL                        11     12/1/2012       8.56
COOPER-STANDARD                   8.38    12/15/2014      39.00
DAYTON SUPERIOR                     13     6/15/2009      60.00
DELPHI CORP                        6.5     8/15/2013       2.00
DELPHI CORP                       8.25    10/15/2033       0.01
DEVELOPERS DIVER                   3.5     8/15/2011      43.50
DEX MEDIA INC                        8    11/15/2013      16.05
DEX MEDIA WEST                    9.88     8/15/2013      22.75
DUANE READE INC                   9.75      8/1/2011      50.00
DUNE ENERGY INC                   10.5      6/1/2012      44.00
EOP OPERATING LP                   4.1    12/15/2008      95.95
EOP OPERATING LP                  4.75     3/15/2014      15.64
EOP OPERATING LP                   4.8     4/15/2009      88.30
EQUINIX INC                        2.5     2/15/2024      56.34
FEDDERS NORTH AM                  9.88      3/1/2014       0.44
FIBERTOWER CORP                      9    11/15/2012      30.25
FINLAY FINE JWLY                  8.38      6/1/2012      14.38
FIRST DATA CORP                    3.9     10/1/2009      52.10
FIRST DATA CORP                    4.7      8/1/2013      16.62
FIRST DATA CORP                   4.95     6/15/2015      19.00
FIRST DATA CORP                    5.8    12/15/2008      96.78
FLOTEK INDS                       5.25     2/15/2028      23.05
FORD MOTOR CO                     7.13    11/15/2025      12.84
FORD MOTOR CO                      7.5      8/1/2026      16.02
FORD MOTOR CO                     7.75     6/15/2043      18.06
FORD MOTOR CO                     8.88     1/15/2022      23.00
FORD MOTOR CO                      8.9     1/15/2032      20.00
FORD MOTOR CO                     9.22     9/15/2021      22.31
FORD MOTOR CO                      9.5     9/15/2011      34.00
FORD MOTOR CO                     9.98     2/15/2047      21.90
FORD MOTOR CRED                   4.25     1/20/2009      78.00
FORD MOTOR CRED                    4.3     3/20/2009      61.00
FORD MOTOR CRED                   4.35     2/20/2009      90.74
FORD MOTOR CRED                    4.4     1/20/2009      87.93
FORD MOTOR CRED                   4.45     4/20/2009      70.53
FORD MOTOR CRED                    4.5     2/20/2009      65.00
FORD MOTOR CRED                    4.5     3/20/2009      80.57
FORD MOTOR CRED                    4.6    12/22/2008      97.74
FORD MOTOR CRED                    4.6     1/20/2009      79.20
FORD MOTOR CRED                   4.65     4/20/2009      71.63
FORD MOTOR CRED                    4.7     4/20/2009      70.08
FORD MOTOR CRED                   4.75    12/22/2008      98.10
FORD MOTOR CRED                    4.8     7/20/2009      58.00
FORD MOTOR CRED                    4.9     5/20/2009      69.16
FORD MOTOR CRED                    4.9     9/21/2009      45.06
FORD MOTOR CRED                    4.9    10/20/2009      34.25
FORD MOTOR CRED                    4.9    10/20/2009      52.70
FORD MOTOR CRED                   4.95    10/20/2009      68.27
FORD MOTOR CRED                      5     8/20/2009      44.00
FORD MOTOR CRED                      5     8/20/2009      52.07
FORD MOTOR CRED                      5     9/21/2009      36.50
FORD MOTOR CRED                      5     9/21/2009      48.92
FORD MOTOR CRED                      5     9/21/2009      55.76
FORD MOTOR CRED                      5    10/20/2009      49.85
FORD MOTOR CRED                      5     1/20/2011      23.68
FORD MOTOR CRED                   5.05     9/21/2009      43.46
FORD MOTOR CRED                    5.1    12/22/2008      88.86
FORD MOTOR CRED                    5.1    12/22/2008      97.20
FORD MOTOR CRED                    5.1     7/20/2009      49.42
FORD MOTOR CRED                    5.1     8/20/2009      45.74
FORD MOTOR CRED                    5.1    11/20/2009      64.25
FORD MOTOR CRED                    5.1     2/22/2011      51.87
FORD MOTOR CRED                   5.15    11/20/2009      40.32
FORD MOTOR CRED                   5.15    11/20/2009      40.44
FORD MOTOR CRED                   5.15    11/20/2009      42.32
FORD MOTOR CRED                   5.15     1/20/2011      17.00
FORD MOTOR CRED                    5.2     7/20/2009      40.00
FORD MOTOR CRED                    5.2     3/21/2011      24.99
FORD MOTOR CRED                    5.2     3/21/2011      19.60
FORD MOTOR CRED                   5.25     6/22/2009      72.00
FORD MOTOR CRED                   5.25    12/21/2009      44.00
FORD MOTOR CRED                   5.25    12/21/2009      61.12
FORD MOTOR CRED                   5.25     1/20/2010      35.12
FORD MOTOR CRED                   5.25     2/22/2011      35.60
FORD MOTOR CRED                   5.25     3/21/2011      21.88
FORD MOTOR CRED                   5.25     3/21/2011      20.06
FORD MOTOR CRED                    5.3     3/21/2011      35.70
FORD MOTOR CRED                    5.3     4/20/2011      23.76
FORD MOTOR CRED                   5.35     5/20/2009      68.62
FORD MOTOR CRED                   5.35     6/22/2009      69.72
FORD MOTOR CRED                   5.35    12/21/2009      61.20
FORD MOTOR CRED                   5.35     2/22/2011      21.25
FORD MOTOR CRED                    5.4     6/22/2009      66.74
FORD MOTOR CRED                    5.4    12/21/2009      44.00
FORD MOTOR CRED                    5.4     9/20/2011      22.67
FORD MOTOR CRED                    5.4    10/20/2011      21.00
FORD MOTOR CRED                    5.4    10/20/2011      16.81
FORD MOTOR CRED                   5.45     4/20/2011      46.50
FORD MOTOR CRED                   5.45    10/20/2011      35.38
FORD MOTOR CRED                    5.5     6/22/2009      69.29
FORD MOTOR CRED                    5.5     6/22/2009      70.07
FORD MOTOR CRED                    5.5     1/20/2010      38.72
FORD MOTOR CRED                    5.5     2/22/2010      36.46
FORD MOTOR CRED                    5.5     2/22/2010      25.00
FORD MOTOR CRED                    5.5     2/22/2010      59.17
FORD MOTOR CRED                    5.5     4/20/2011      23.80
FORD MOTOR CRED                    5.5     9/20/2011      39.74
FORD MOTOR CRED                    5.5    10/20/2011      22.50
FORD MOTOR CRED                   5.55     6/21/2010      34.20
FORD MOTOR CRED                   5.55     8/22/2011      19.51
FORD MOTOR CRED                   5.55     9/20/2011      19.56
FORD MOTOR CRED                    5.6    12/20/2010      28.50
FORD MOTOR CRED                    5.6     4/20/2011      21.88
FORD MOTOR CRED                    5.6     8/22/2011      19.00
FORD MOTOR CRED                    5.6     9/20/2011      17.86
FORD MOTOR CRED                    5.6    11/21/2011      34.17
FORD MOTOR CRED                    5.6    11/21/2011      18.38
FORD MOTOR CRED                   5.65    12/20/2010      37.00
FORD MOTOR CRED                   5.65     5/20/2011      22.26
FORD MOTOR CRED                   5.65     7/20/2011      26.56
FORD MOTOR CRED                   5.65    11/21/2011      16.58
FORD MOTOR CRED                   5.65    11/21/2011      16.43
FORD MOTOR CRED                    5.7     1/15/2010      53.00
FORD MOTOR CRED                    5.7     3/22/2010      54.00
FORD MOTOR CRED                    5.7     5/20/2011      21.25
FORD MOTOR CRED                    5.7    12/20/2011      14.85
FORD MOTOR CRED                   5.75     1/20/2010      35.32
FORD MOTOR CRED                   5.75     3/22/2010      21.00
FORD MOTOR CRED                   5.75     6/21/2010      29.37
FORD MOTOR CRED                   5.75    10/20/2010      29.13
FORD MOTOR CRED                   5.75     8/22/2011      16.70
FORD MOTOR CRED                   5.75    12/20/2011      15.67
FORD MOTOR CRED                   5.75     2/21/2012      21.24
FORD MOTOR CRED                   5.75     1/21/2014      18.89
FORD MOTOR CRED                   5.75     2/20/2014      21.57
FORD MOTOR CRED                   5.75     2/20/2014      12.00
FORD MOTOR CRED                    5.8     1/12/2009      88.75
FORD MOTOR CRED                    5.8     8/22/2011      20.00
FORD MOTOR CRED                   5.85     5/20/2010      30.88
FORD MOTOR CRED                   5.85     6/21/2010      44.25
FORD MOTOR CRED                   5.85     7/20/2010      30.03
FORD MOTOR CRED                   5.85     7/20/2011      31.50
FORD MOTOR CRED                   5.85     1/20/2012      33.00
FORD MOTOR CRED                    5.9     7/20/2011      21.66
FORD MOTOR CRED                    5.9     2/21/2012      18.20
FORD MOTOR CRED                   5.95     5/20/2010      31.06
FORD MOTOR CRED                      6     2/22/2010      33.56
FORD MOTOR CRED                      6     6/21/2010      31.81
FORD MOTOR CRED                      6    10/20/2010      25.31
FORD MOTOR CRED                      6    10/20/2010      28.70
FORD MOTOR CRED                      6    12/20/2010      24.47
FORD MOTOR CRED                      6     1/20/2012      21.73
FORD MOTOR CRED                      6     1/21/2014      21.99
FORD MOTOR CRED                      6     3/20/2014      21.29
FORD MOTOR CRED                      6     3/20/2014      17.00
FORD MOTOR CRED                      6     3/20/2014      23.03
FORD MOTOR CRED                      6     3/20/2014      18.00
FORD MOTOR CRED                      6    11/20/2014      20.10
FORD MOTOR CRED                      6    11/20/2014      17.00
FORD MOTOR CRED                   6.05     7/20/2010      42.90
FORD MOTOR CRED                   6.05     9/20/2010       7.02
FORD MOTOR CRED                   6.05     6/20/2011      20.75
FORD MOTOR CRED                   6.05     2/20/2014      20.00
FORD MOTOR CRED                   6.05     4/21/2014      12.36
FORD MOTOR CRED                   6.05    12/22/2014      13.50
FORD MOTOR CRED                   6.05    12/22/2014      11.00
FORD MOTOR CRED                   6.05     2/20/2015      22.00
FORD MOTOR CRED                    6.1     6/20/2011      48.15
FORD MOTOR CRED                   6.15     7/20/2010      45.91
FORD MOTOR CRED                   6.15     9/20/2010      49.00
FORD MOTOR CRED                   6.15     5/20/2011      25.76
FORD MOTOR CRED                   6.15    12/22/2014      19.00
FORD MOTOR CRED                   6.15     1/20/2015      16.88
FORD MOTOR CRED                    6.2     5/20/2011      23.00
FORD MOTOR CRED                    6.2     6/20/2011      20.24
FORD MOTOR CRED                    6.2     4/21/2014      20.00
FORD MOTOR CRED                   6.25     6/20/2011      19.51
FORD MOTOR CRED                   6.25     6/20/2011      23.00
FORD MOTOR CRED                   6.25    12/20/2013      18.00
FORD MOTOR CRED                   6.25    12/20/2013      19.00
FORD MOTOR CRED                   6.25     4/21/2014      15.00
FORD MOTOR CRED                   6.25     1/20/2015      17.75
FORD MOTOR CRED                    6.3     3/22/2010      45.00
FORD MOTOR CRED                    6.3     5/20/2010      53.00
FORD MOTOR CRED                    6.3     5/20/2014      23.42
FORD MOTOR CRED                   6.35     9/20/2010      51.00
FORD MOTOR CRED                   6.35     9/20/2010      31.22
FORD MOTOR CRED                   6.35     4/21/2014      18.89
FORD MOTOR CRED                    6.4     8/20/2010      27.56
FORD MOTOR CRED                    6.5     8/20/2010      35.50
FORD MOTOR CRED                    6.5    12/20/2013      25.03
FORD MOTOR CRED                    6.5     2/20/2015       6.75
FORD MOTOR CRED                    6.5     3/20/2015      21.67
FORD MOTOR CRED                   6.55     8/20/2010      45.00
FORD MOTOR CRED                   6.55     7/21/2014      12.38
FORD MOTOR CRED                    6.6    10/21/2013      20.00
FORD MOTOR CRED                   6.65    10/21/2013      17.00
FORD MOTOR CRED                   6.65     6/20/2014      24.52
FORD MOTOR CRED                   6.75    10/21/2013      18.00
FORD MOTOR CRED                   6.75     6/20/2014       9.61
FORD MOTOR CRED                    6.8     6/20/2014      19.00
FORD MOTOR CRED                    6.8     6/20/2014      13.00
FORD MOTOR CRED                   6.85     9/20/2013      17.50
FORD MOTOR CRED                   6.85     5/20/2014      12.00
FORD MOTOR CRED                   6.85     6/20/2014      10.59
FORD MOTOR CRED                   6.95     4/20/2010      40.00
FORD MOTOR CRED                   6.95     5/20/2014      16.75
FORD MOTOR CRED                      7     7/20/2010      33.50
FORD MOTOR CRED                      7     8/15/2012      15.62
FORD MOTOR CRED                   7.05     9/20/2013      13.25
FORD MOTOR CRED                    7.1     9/20/2013      17.66
FORD MOTOR CRED                    7.1     9/20/2013       9.00
FORD MOTOR CRED                   7.15     8/20/2010      53.00
FORD MOTOR CRED                   7.15     8/20/2010      52.00
FORD MOTOR CRED                   7.25     3/22/2010      33.06
FORD MOTOR CRED                   7.25    10/25/2011      45.22
FORD MOTOR CRED                    7.3     1/23/2012      17.50
FORD MOTOR CRED                    7.3     4/20/2015      22.00
FORD MOTOR CRED                   7.35     3/20/2015      27.28
FORD MOTOR CRED                   7.38    10/28/2009      60.00
FORD MOTOR CRED                   7.38      2/1/2011      44.00
FORD MOTOR CRED                    7.4     8/21/2017      22.14
FORD MOTOR CRED                    7.8      6/1/2012      41.50
FORD MOTOR CRED                   7.88     6/15/2010      50.00
FORD MOTOR CRED                   8.63     11/1/2010      50.25
FORD MOTOR CRED                   9.75     9/15/2010      50.00
FORD MOTOR CRED                   9.88     8/10/2011      45.00
FRANKLIN BANK                        4      5/1/2027       0.02
FREESCALE SEMICO                  8.88    12/15/2014      34.00
FREESCALE SEMICO                 10.13    12/15/2016      26.71
FREMONT GEN CORP                  7.88     3/17/2009      40.00
GENCORP INC                          4     1/16/2024      58.00
GENERAL MOTORS                    6.75      5/1/2028      14.81
GENERAL MOTORS                    7.13     7/15/2013      24.00
GENERAL MOTORS                     7.2     1/15/2011      22.75
GENERAL MOTORS                    7.38     5/23/2048      17.60
GENERAL MOTORS                     7.7     4/15/2016      17.00
GENERAL MOTORS                     8.1     6/15/2024      17.00
GENERAL MOTORS                    8.25     7/15/2023      20.50
GENERAL MOTORS                    8.38     7/15/2033      18.38
GENERAL MOTORS                     8.8      3/1/2021      18.50
GENERAL MOTORS                     9.4     7/15/2021      14.00
GENERAL MOTORS                    9.45     11/1/2011      23.92
GENWORTH FINL                     4.75     6/15/2009      88.28
GENWORTH FINL                     5.23     5/16/2009      87.10
GENWORTH FINL                     5.75     6/15/2014      29.13
GENWORTH FINL                     6.15    11/15/2066      15.00
GENWORTH GLOBAL                    6.1     4/15/2033      10.00
GEORGIA GULF CRP                   9.5    10/15/2014      35.00
GEORGIA GULF CRP                 10.75    10/15/2016      29.31
GGP LP                            3.98     4/15/2027       9.28
GLOBALSTAR INC                    5.75      4/1/2028      17.15
GMAC LLC                           4.1     3/15/2009      38.00
GMAC LLC                           4.1     3/15/2009      63.90
GMAC LLC                          4.25     3/15/2009      58.50
GMAC LLC                          4.25     3/15/2009      60.37
GMAC LLC                           4.5     4/15/2009      50.10
GMAC LLC                           4.6     4/15/2009      30.00
GMAC LLC                           4.7     5/15/2009      30.61
GMAC LLC                          4.85     5/15/2009      39.00
GMAC LLC                           4.9    10/15/2009      33.63
GMAC LLC                           4.9    10/15/2009      41.00
GMAC LLC                          4.95    10/15/2009      37.00
GMAC LLC                             5     8/15/2009      36.00
GMAC LLC                             5     8/15/2009      37.50
GMAC LLC                             5     9/15/2009      32.50
GMAC LLC                             5     9/15/2009      32.45
GMAC LLC                             5     9/15/2009      33.88
GMAC LLC                             5    10/15/2009      38.58
GMAC LLC                          5.05     7/15/2009      53.54
GMAC LLC                           5.1     7/15/2009      32.00
GMAC LLC                           5.1     8/15/2009      35.00
GMAC LLC                           5.1     9/15/2009      39.00
GMAC LLC                           5.2    11/15/2009      39.50
GMAC LLC                           5.2    11/15/2009      38.50
GMAC LLC                          5.25     5/15/2009      37.00
GMAC LLC                          5.25     6/15/2009      40.00
GMAC LLC                          5.25     7/15/2009      32.50
GMAC LLC                          5.25     7/15/2009      37.50
GMAC LLC                          5.25     8/15/2009      39.25
GMAC LLC                          5.25     8/15/2009      40.00
GMAC LLC                          5.25    11/15/2009      30.00
GMAC LLC                          5.25    11/15/2009      46.50
GMAC LLC                          5.25     1/15/2014      19.29
GMAC LLC                           5.3     1/15/2010      24.39
GMAC LLC                          5.35     6/15/2009      38.00
GMAC LLC                          5.35    11/15/2009      33.66
GMAC LLC                          5.35    12/15/2009      48.00
GMAC LLC                          5.35    12/15/2009      39.08
GMAC LLC                          5.35     1/15/2014      18.50
GMAC LLC                           5.4     5/15/2009      36.50
GMAC LLC                           5.4     6/15/2009      28.00
GMAC LLC                           5.4    12/15/2009      36.00
GMAC LLC                           5.4    12/15/2009      35.00
GMAC LLC                           5.5     6/15/2009      47.00
GMAC LLC                           5.5     1/15/2010      26.10
GMAC LLC                          5.63     5/15/2009      66.03
GMAC LLC                           5.7     6/15/2013      19.00
GMAC LLC                           5.7    10/15/2013      12.14
GMAC LLC                           5.7    12/15/2013      17.10
GMAC LLC                          5.75     1/15/2010      26.00
GMAC LLC                          5.75     1/15/2014      14.00
GMAC LLC                          5.85     2/15/2010      30.00
GMAC LLC                          5.85     5/15/2013      16.06
GMAC LLC                          5.85     6/15/2013      12.68
GMAC LLC                          5.85     6/15/2013      13.00
GMAC LLC                           5.9    12/15/2013      17.10
GMAC LLC                           5.9    12/15/2013      16.50
GMAC LLC                           5.9     1/15/2019      10.56
GMAC LLC                           5.9     1/15/2019      16.00
GMAC LLC                           5.9     2/15/2019      14.50
GMAC LLC                             6     3/15/2009      91.50
GMAC LLC                             6     4/15/2009      51.00
GMAC LLC                             6     1/15/2010      27.00
GMAC LLC                             6     2/15/2010      18.36
GMAC LLC                             6     2/15/2010      27.38
GMAC LLC                             6      4/1/2011      29.00
GMAC LLC                             6    12/15/2011      35.00
GMAC LLC                             6     7/15/2013      19.00
GMAC LLC                             6    11/15/2013      11.50
GMAC LLC                             6    12/15/2013      14.00
GMAC LLC                             6     2/15/2019      16.00
GMAC LLC                             6     2/15/2019      11.47
GMAC LLC                             6     2/15/2019       9.90
GMAC LLC                             6     3/15/2019      14.88
GMAC LLC                             6     3/15/2019      14.70
GMAC LLC                             6     3/15/2019      10.74
GMAC LLC                             6     3/15/2019      16.00
GMAC LLC                             6     3/15/2019      12.29
GMAC LLC                             6     4/15/2019      14.47
GMAC LLC                             6     9/15/2019      11.55
GMAC LLC                          6.05     3/15/2009      51.75
GMAC LLC                          6.05     3/15/2010      25.00
GMAC LLC                          6.05     8/15/2019      13.00
GMAC LLC                          6.05    10/15/2019      13.77
GMAC LLC                           6.1     3/15/2009      60.00
GMAC LLC                           6.1     4/15/2009      39.00
GMAC LLC                           6.1     4/15/2009      89.25
GMAC LLC                           6.1     5/15/2013      25.00
GMAC LLC                           6.1    11/15/2013      12.00
GMAC LLC                           6.1     9/15/2019      16.63
GMAC LLC                          6.13    10/15/2019      17.00
GMAC LLC                          6.15     4/15/2009      52.10
GMAC LLC                          6.15     3/15/2010      22.37
GMAC LLC                          6.15     9/15/2013      21.00
GMAC LLC                          6.15    11/15/2013      17.00
GMAC LLC                          6.15    12/15/2013      12.86
GMAC LLC                          6.15     8/15/2019      12.11
GMAC LLC                          6.15     9/15/2019      17.50
GMAC LLC                          6.15    10/15/2019      15.00
GMAC LLC                           6.2    11/15/2013      16.50
GMAC LLC                           6.2     4/15/2019      11.00
GMAC LLC                          6.25     5/15/2009      87.12
GMAC LLC                          6.25     6/15/2009      84.97
GMAC LLC                          6.25     3/15/2013      17.10
GMAC LLC                          6.25     7/15/2013      25.25
GMAC LLC                          6.25    10/15/2013      18.10
GMAC LLC                          6.25    11/15/2013      17.10
GMAC LLC                          6.25     1/15/2019      11.87
GMAC LLC                          6.25     4/15/2019      11.64
GMAC LLC                          6.25     5/15/2019      14.50
GMAC LLC                          6.25     7/15/2019      11.32
GMAC LLC                           6.3     3/15/2013      12.60
GMAC LLC                           6.3    10/15/2013      11.00
GMAC LLC                           6.3    11/15/2013      17.00
GMAC LLC                           6.3     8/15/2019      10.87
GMAC LLC                           6.3     8/15/2019      12.06
GMAC LLC                          6.35     5/15/2013      15.50
GMAC LLC                          6.35     4/15/2019      14.44
GMAC LLC                          6.35     7/15/2019      18.00
GMAC LLC                          6.35     7/15/2019      14.10
GMAC LLC                          6.38     6/15/2010      47.95
GMAC LLC                          6.38     1/15/2014      18.00
GMAC LLC                           6.4     3/15/2013      16.95
GMAC LLC                           6.4    12/15/2018      11.75
GMAC LLC                           6.4    11/15/2019      16.00
GMAC LLC                           6.4    11/15/2019      15.00
GMAC LLC                          6.45     2/15/2013      15.50
GMAC LLC                           6.5    10/15/2009      37.00
GMAC LLC                           6.5     3/15/2010      29.51
GMAC LLC                           6.5     5/15/2012      19.50
GMAC LLC                           6.5     7/15/2012      19.60
GMAC LLC                           6.5     2/15/2013      11.00
GMAC LLC                           6.5     3/15/2013      14.20
GMAC LLC                           6.5     4/15/2013      17.00
GMAC LLC                           6.5     5/15/2013      13.00
GMAC LLC                           6.5     6/15/2013      25.00
GMAC LLC                           6.5     8/15/2013      13.77
GMAC LLC                           6.5    11/15/2013      17.00
GMAC LLC                           6.5     6/15/2018      13.50
GMAC LLC                           6.5    12/15/2018      17.59
GMAC LLC                           6.5    12/15/2018      17.15
GMAC LLC                           6.5     5/15/2019      12.00
GMAC LLC                           6.5     1/15/2020      10.88
GMAC LLC                          6.55    12/15/2019      18.75
GMAC LLC                          6.55    12/15/2019      22.80
GMAC LLC                           6.6     8/15/2016      14.18
GMAC LLC                           6.6     5/15/2018      11.99
GMAC LLC                           6.6     6/15/2019      10.87
GMAC LLC                           6.6     6/15/2019      12.33
GMAC LLC                          6.63    10/15/2011      11.57
GMAC LLC                          6.65     6/15/2018      14.24
GMAC LLC                          6.65    10/15/2018      16.00
GMAC LLC                           6.7     6/15/2009      36.52
GMAC LLC                           6.7     7/15/2009      46.50
GMAC LLC                           6.7     5/15/2014      18.00
GMAC LLC                           6.7     5/15/2014      12.00
GMAC LLC                           6.7     6/15/2014      16.10
GMAC LLC                           6.7     8/15/2016      15.00
GMAC LLC                           6.7     6/15/2018      14.00
GMAC LLC                           6.7     6/15/2018      11.50
GMAC LLC                           6.7    11/15/2018      16.00
GMAC LLC                           6.7     6/15/2019      11.12
GMAC LLC                           6.7    12/15/2019      17.00
GMAC LLC                          6.75    11/15/2009      38.22
GMAC LLC                          6.75     9/15/2011      15.85
GMAC LLC                          6.75    10/15/2011      18.04
GMAC LLC                          6.75    10/15/2011      11.95
GMAC LLC                          6.75     7/15/2012      17.00
GMAC LLC                          6.75     9/15/2012      12.57
GMAC LLC                          6.75     9/15/2012      13.00
GMAC LLC                          6.75    10/15/2012      19.00
GMAC LLC                          6.75     4/15/2013      25.87
GMAC LLC                          6.75     4/15/2013      22.10
GMAC LLC                          6.75     6/15/2014      29.86
GMAC LLC                          6.75     7/15/2016      12.00
GMAC LLC                          6.75     8/15/2016      12.00
GMAC LLC                          6.75     9/15/2016      15.88
GMAC LLC                          6.75     3/15/2018      11.24
GMAC LLC                          6.75     7/15/2018      16.85
GMAC LLC                          6.75     9/15/2018      12.30
GMAC LLC                          6.75    10/15/2018      14.00
GMAC LLC                          6.75    11/15/2018      14.50
GMAC LLC                          6.75     5/15/2019      12.69
GMAC LLC                          6.75     5/15/2019      12.00
GMAC LLC                          6.75     6/15/2019      13.45
GMAC LLC                          6.75     6/15/2019       8.71
GMAC LLC                           6.8     7/15/2009      39.08
GMAC LLC                           6.8    11/15/2009      65.91
GMAC LLC                           6.8     2/15/2013      21.50
GMAC LLC                           6.8     4/15/2013      17.00
GMAC LLC                           6.8     9/15/2018      12.77
GMAC LLC                           6.8    10/15/2018      11.88
GMAC LLC                          6.85     7/15/2009      65.94
GMAC LLC                          6.85    10/15/2009      39.12
GMAC LLC                          6.88     8/28/2012      30.00
GMAC LLC                          6.88    10/15/2012      17.00
GMAC LLC                          6.88     4/15/2013      14.00
GMAC LLC                          6.88     8/15/2016      10.22
GMAC LLC                          6.88     7/15/2018      15.00
GMAC LLC                           6.9     6/15/2009      33.31
GMAC LLC                           6.9     6/15/2017      12.54
GMAC LLC                           6.9     7/15/2018      13.00
GMAC LLC                           6.9     8/15/2018      11.00
GMAC LLC                          6.95     8/15/2009      35.00
GMAC LLC                          6.95     6/15/2017      14.10
GMAC LLC                             7     3/15/2009      91.89
GMAC LLC                             7     3/15/2009      89.82
GMAC LLC                             7     7/15/2009      35.06
GMAC LLC                             7     8/15/2009      29.41
GMAC LLC                             7     9/15/2009      39.24
GMAC LLC                             7     9/15/2009      33.61
GMAC LLC                             7    10/15/2009      51.00
GMAC LLC                             7    10/15/2009      40.00
GMAC LLC                             7    11/15/2009      40.00
GMAC LLC                             7    11/15/2009      58.34
GMAC LLC                             7    12/15/2009      34.39
GMAC LLC                             7     1/15/2010      28.50
GMAC LLC                             7     3/15/2010      19.19
GMAC LLC                             7    10/15/2011      18.80
GMAC LLC                             7     9/15/2012      15.00
GMAC LLC                             7    10/15/2012      14.50
GMAC LLC                             7    11/15/2012      18.00
GMAC LLC                             7    12/15/2012      17.00
GMAC LLC                             7     1/15/2013      18.00
GMAC LLC                             7     6/15/2017      12.03
GMAC LLC                             7     7/15/2017      14.50
GMAC LLC                             7     2/15/2018      13.48
GMAC LLC                             7     2/15/2018      10.61
GMAC LLC                             7     2/15/2018      15.00
GMAC LLC                             7     3/15/2018      14.38
GMAC LLC                             7     5/15/2018      11.00
GMAC LLC                             7     8/15/2018      17.00
GMAC LLC                             7     9/15/2018      14.50
GMAC LLC                             7     9/15/2021      15.88
GMAC LLC                             7    11/15/2023      20.00
GMAC LLC                          7.05    10/15/2009      39.28
GMAC LLC                          7.05     3/15/2018      11.91
GMAC LLC                          7.05     3/15/2018      12.00
GMAC LLC                          7.05     4/15/2018      18.50
GMAC LLC                           7.1     9/15/2012      13.00
GMAC LLC                           7.1     1/15/2013      11.67
GMAC LLC                           7.1     1/15/2013      12.00
GMAC LLC                          7.13     8/15/2009      36.63
GMAC LLC                          7.13     8/15/2012      14.98
GMAC LLC                          7.13    10/15/2017      12.62
GMAC LLC                          7.15     8/15/2009      41.00
GMAC LLC                          7.15     8/15/2010      53.72
GMAC LLC                          7.15    11/15/2012      36.00
GMAC LLC                          7.15     9/15/2018      19.50
GMAC LLC                           7.2     8/15/2009      27.93
GMAC LLC                           7.2    10/15/2017      11.00
GMAC LLC                           7.2    10/15/2017      13.50
GMAC LLC                          7.25    11/15/2009      26.43
GMAC LLC                          7.25     1/15/2010      47.00
GMAC LLC                          7.25     8/15/2012      12.50
GMAC LLC                          7.25    12/15/2012      12.00
GMAC LLC                          7.25    12/15/2012      12.17
GMAC LLC                          7.25     9/15/2017      15.08
GMAC LLC                          7.25     9/15/2017      12.00
GMAC LLC                          7.25     9/15/2017      12.31
GMAC LLC                          7.25     9/15/2017      17.80
GMAC LLC                          7.25     1/15/2018      11.32
GMAC LLC                          7.25     4/15/2018      15.10
GMAC LLC                          7.25     4/15/2018      12.60
GMAC LLC                          7.25     8/15/2018      17.73
GMAC LLC                          7.25     8/15/2018      11.32
GMAC LLC                          7.25     9/15/2018      10.88
GMAC LLC                           7.3    12/15/2017      15.88
GMAC LLC                           7.3     1/15/2018      11.00
GMAC LLC                           7.3     1/15/2018      14.00
GMAC LLC                          7.35     4/15/2018      12.78
GMAC LLC                          7.38    11/15/2016      13.37
GMAC LLC                          7.38     4/15/2018      12.00
GMAC LLC                           7.4    12/15/2017      17.77
GMAC LLC                           7.5    10/15/2012      18.00
GMAC LLC                           7.5    11/15/2016      20.73
GMAC LLC                           7.5     8/15/2017      11.00
GMAC LLC                           7.5    11/15/2017      13.02
GMAC LLC                           7.5    11/15/2017      16.50
GMAC LLC                           7.5    12/15/2017      13.50
GMAC LLC                          7.63    11/15/2012      13.00
GMAC LLC                           7.7     8/15/2010      57.70
GMAC LLC                          7.75    10/15/2012      13.00
GMAC LLC                          7.75    10/15/2017      15.50
GMAC LLC                          7.85     8/15/2010      56.24
GMAC LLC                          7.88    11/15/2012      18.00
GMAC LLC                             8     6/15/2010      35.77
GMAC LLC                             8     6/15/2010      25.00
GMAC LLC                             8     6/15/2010      29.00
GMAC LLC                             8     7/15/2010      25.00
GMAC LLC                             8     7/15/2010      21.38
GMAC LLC                             8     9/15/2010      57.50
GMAC LLC                             8     8/15/2015      16.00
GMAC LLC                             8    10/15/2017      13.16
GMAC LLC                             8    11/15/2017      12.45
GMAC LLC                          8.05     4/15/2010      30.00
GMAC LLC                          8.13     9/15/2009      79.98
GMAC LLC                          8.13    11/15/2017      10.86
GMAC LLC                           8.2     7/15/2010      56.00
GMAC LLC                           8.4     4/15/2010      23.35
GMAC LLC                           8.4     8/15/2015      25.10
GMAC LLC                           8.5     5/15/2010      24.66
GMAC LLC                           8.5    10/15/2010      40.50
GMAC LLC                           8.5    10/15/2010      35.00
GMAC LLC                          8.65     8/15/2015      19.10
GMAC LLC                          8.88      6/1/2010      26.79
GMAC LLC                             9     7/15/2015      22.31
GMAC LLC                             9     7/15/2020      14.03
HARRAHS OPER CO                   5.38    12/15/2013      24.50
HARRAHS OPER CO                    5.5      7/1/2010      47.00
HARRAHS OPER CO                   5.63      6/1/2015      13.50
HARRAHS OPER CO                   5.75     10/1/2017      14.00
HARRAHS OPER CO                    6.5      6/1/2016      12.75
HARRAHS OPER CO                      8      2/1/2011      35.00
HARRY & DAVID OP                     9      3/1/2013      37.00
HAWAIIAN TELCOM                   9.75      5/1/2013      10.00
HAWAIIAN TELCOM                   12.5      5/1/2015       1.50
HILTON HOTELS                      7.2    12/15/2009      89.00
HILTON HOTELS                      7.5    12/15/2017      12.17
HINES NURSERIES                  10.25     10/1/2011      21.00
HUMAN GENOME                      2.25    10/15/2011      41.00
HUTCHINSON TECH                   3.25     1/15/2026      22.50
IDEARC INC                           8    11/15/2016       9.00
INN OF THE MOUNT                    12    11/15/2010      39.63
INPUT/OUTPUT                       5.5    12/15/2008     345.03
INTCOMEX INC                     11.75     1/15/2011      49.00
INTL LEASE FIN                    4.95    11/15/2009      70.75
INTL LEASE FIN                       5     6/15/2010      60.75
INTL LEASE FIN                       5     6/15/2012      20.00
INTL LEASE FIN                    5.05     3/15/2010      40.02
INTL LEASE FIN                     5.1    11/15/2009      73.90
INTL LEASE FIN                    5.15     3/15/2010      60.26
INTL LEASE FIN                    5.25     8/15/2009      46.03
INTL LEASE FIN                    5.35     4/15/2011      15.00
INTL LEASE FIN                     5.5     4/15/2012      22.50
INTL LEASE FIN                     5.6     5/15/2009      70.00
INTL LEASE FIN                     5.7     4/15/2013      10.03
INTL LEASE FIN                    5.95     4/15/2013      22.25
INTL LEASE FIN                    6.38     3/15/2009      96.56
ISOLAGEN INC                       3.5     11/1/2024      15.00
ISTAR FINANCIAL                   5.15      3/1/2012      35.00
ISTAR FINANCIAL                    5.5     6/15/2012      37.00
ISTAR FINANCIAL                   5.65     9/15/2011      36.95
ISTAR FINANCIAL                      6    12/15/2010      41.50
ISTAR FINANCIAL                   8.63      6/1/2013      37.00
JAZZ TECHNOLOGIE                     8    12/31/2011      40.00
JEFFERSON SMURFI                   7.5      6/1/2013      28.00
JEFFERSON SMURFI                  8.25     10/1/2012      28.06
K HOVNANIAN ENTR                     6     1/15/2010      73.75
K HOVNANIAN ENTR                   6.5     1/15/2014      27.93
K HOVNANIAN ENTR                  8.88      4/1/2012      31.00
KAISER ALUMINUM                  12.75      2/1/2003       5.00
KAR HOLDINGS                        10      5/1/2015      28.00
KELLWOOD CO                       7.88     7/15/2009      56.02
KEMET CORP                        2.25    11/15/2026      27.75
KEMET CORP                        2.25    11/15/2026      27.75
KEYSTONE AUTO OP                  9.75     11/1/2013      38.50
KIMBALL HILL INC                  10.5    12/15/2012       2.77
KNIGHT RIDDER                     6.88     3/15/2029      16.06
KULICKE & SOFFA                    0.5    11/30/2008     100.00
LANDAMERICA                       3.13    11/15/2033      14.00
LANDAMERICA                       3.25     5/15/2034      14.00
LAZYDAYS RV                      11.75     5/15/2012      20.00
LEAR CORP                         5.75      8/1/2014      29.00
LEAR CORP                          8.5     12/1/2013      23.00
LEAR CORP                         8.75     12/1/2016      26.50
LEHMAN BROS HLDG                  0.25     6/29/2012       8.63
LEHMAN BROS HLDG                     2      8/1/2013       8.63
LEHMAN BROS HLDG                  3.95    11/10/2009       8.00
LEHMAN BROS HLDG                     4      8/3/2009       2.00
LEHMAN BROS HLDG                     4     4/16/2019       6.10
LEHMAN BROS HLDG                  4.25     1/27/2010       8.00
LEHMAN BROS HLDG                  4.38    11/30/2010       8.00
LEHMAN BROS HLDG                   4.5     7/26/2010       8.00
LEHMAN BROS HLDG                   4.5      8/3/2011       9.35
LEHMAN BROS HLDG                   4.7      3/6/2013       9.61
LEHMAN BROS HLDG                   4.8     2/27/2013       7.50
LEHMAN BROS HLDG                   4.8     3/13/2014       8.00
LEHMAN BROS HLDG                   4.8     6/24/2023       7.07
LEHMAN BROS HLDG                     5     1/14/2011       6.26
LEHMAN BROS HLDG                     5     1/22/2013       9.53
LEHMAN BROS HLDG                     5     2/11/2013       5.25
LEHMAN BROS HLDG                     5     3/27/2013       6.17
LEHMAN BROS HLDG                     5      8/3/2014       8.25
LEHMAN BROS HLDG                     5      8/5/2015       7.50
LEHMAN BROS HLDG                     5    12/18/2015       8.50
LEHMAN BROS HLDG                     5     5/28/2023       8.50
LEHMAN BROS HLDG                     5     5/30/2023       7.07
LEHMAN BROS HLDG                     5     6/10/2023       6.60
LEHMAN BROS HLDG                     5     6/17/2023       6.50
LEHMAN BROS HLDG                   5.1     1/28/2013       7.80
LEHMAN BROS HLDG                   5.1     2/15/2020       5.00
LEHMAN BROS HLDG                  5.15      2/4/2015       7.06
LEHMAN BROS HLDG                   5.2     5/13/2020       6.65
LEHMAN BROS HLDG                  5.25      2/6/2012       8.25
LEHMAN BROS HLDG                  5.25     2/11/2015       7.06
LEHMAN BROS HLDG                  5.25      3/8/2020       7.07
LEHMAN BROS HLDG                  5.25     5/20/2023       7.07
LEHMAN BROS HLDG                  5.35     2/25/2018       8.90
LEHMAN BROS HLDG                  5.35     3/13/2020      13.06
LEHMAN BROS HLDG                  5.35     6/14/2030       6.50
LEHMAN BROS HLDG                  5.38      5/6/2023       7.07
LEHMAN BROS HLDG                   5.4      3/6/2020       5.00
LEHMAN BROS HLDG                   5.4     3/20/2020       5.00
LEHMAN BROS HLDG                   5.4     3/30/2029       6.10
LEHMAN BROS HLDG                   5.4     6/21/2030       6.50
LEHMAN BROS HLDG                  5.45     3/15/2025       6.50
LEHMAN BROS HLDG                  5.45      4/6/2029       5.11
LEHMAN BROS HLDG                  5.45     2/22/2030       7.25
LEHMAN BROS HLDG                  5.45     7/19/2030       9.95
LEHMAN BROS HLDG                  5.45     9/20/2030       7.06
LEHMAN BROS HLDG                   5.5      4/4/2016       8.25
LEHMAN BROS HLDG                   5.5      2/4/2018       9.27
LEHMAN BROS HLDG                   5.5     2/19/2018       4.00
LEHMAN BROS HLDG                   5.5     11/4/2018       8.06
LEHMAN BROS HLDG                   5.5     2/27/2020       7.07
LEHMAN BROS HLDG                   5.5     8/19/2020       8.13
LEHMAN BROS HLDG                   5.5     3/14/2023       4.50
LEHMAN BROS HLDG                   5.5      4/8/2023       7.20
LEHMAN BROS HLDG                   5.5     4/15/2023       6.00
LEHMAN BROS HLDG                   5.5     4/23/2023       7.07
LEHMAN BROS HLDG                   5.5      8/5/2023       4.41
LEHMAN BROS HLDG                   5.5     10/7/2023       8.00
LEHMAN BROS HLDG                   5.5     1/27/2029       6.00
LEHMAN BROS HLDG                   5.5      2/3/2029       7.06
LEHMAN BROS HLDG                   5.5      8/2/2030       8.40
LEHMAN BROS HLDG                  5.55     2/11/2018       7.20
LEHMAN BROS HLDG                  5.55      3/9/2029       8.40
LEHMAN BROS HLDG                  5.55     1/25/2030       7.80
LEHMAN BROS HLDG                  5.55     9/27/2030       7.20
LEHMAN BROS HLDG                  5.55    12/31/2034       6.10
LEHMAN BROS HLDG                   5.6     1/22/2018       8.00
LEHMAN BROS HLDG                   5.6     9/23/2023      10.00
LEHMAN BROS HLDG                   5.6     2/17/2029       7.06
LEHMAN BROS HLDG                   5.6     2/24/2029       6.50
LEHMAN BROS HLDG                   5.6      3/2/2029       6.00
LEHMAN BROS HLDG                   5.6     2/25/2030       6.50
LEHMAN BROS HLDG                   5.6      5/3/2030       5.00
LEHMAN BROS HLDG                  5.63     1/24/2013       8.75
LEHMAN BROS HLDG                  5.63     3/15/2030       2.00
LEHMAN BROS HLDG                  5.65    11/23/2029       4.51
LEHMAN BROS HLDG                  5.65     8/16/2030       1.35
LEHMAN BROS HLDG                  5.65    12/31/2034       7.25
LEHMAN BROS HLDG                   5.7     1/28/2018       5.00
LEHMAN BROS HLDG                   5.7     2/10/2029       6.64
LEHMAN BROS HLDG                   5.7     4/13/2029       4.00
LEHMAN BROS HLDG                   5.7      9/7/2029     100.00
LEHMAN BROS HLDG                   5.7    12/14/2029       6.10
LEHMAN BROS HLDG                  5.75     4/25/2011       8.00
LEHMAN BROS HLDG                  5.75     7/18/2011       8.00
LEHMAN BROS HLDG                  5.75     5/17/2013       8.00
LEHMAN BROS HLDG                  5.75      1/3/2017       0.01
LEHMAN BROS HLDG                  5.75     3/27/2023       7.70
LEHMAN BROS HLDG                  5.75     9/16/2023       8.56
LEHMAN BROS HLDG                  5.75    10/15/2023       6.10
LEHMAN BROS HLDG                  5.75    10/21/2023       3.00
LEHMAN BROS HLDG                  5.75    11/12/2023       6.25
LEHMAN BROS HLDG                  5.75    11/25/2023       3.10
LEHMAN BROS HLDG                  5.75    12/16/2028       9.00
LEHMAN BROS HLDG                  5.75    12/23/2028       6.00
LEHMAN BROS HLDG                  5.75     8/24/2029       7.06
LEHMAN BROS HLDG                  5.75     9/14/2029       6.00
LEHMAN BROS HLDG                  5.75    10/12/2029       6.00
LEHMAN BROS HLDG                  5.75     3/29/2030       7.06
LEHMAN BROS HLDG                   5.8      9/3/2020       6.25
LEHMAN BROS HLDG                   5.8    10/25/2030       7.06
LEHMAN BROS HLDG                  5.85     11/8/2030       6.50
LEHMAN BROS HLDG                  5.88    11/15/2017       7.00
LEHMAN BROS HLDG                   5.9      5/4/2029       8.06
LEHMAN BROS HLDG                   5.9      2/7/2031       7.06
LEHMAN BROS HLDG                  5.95    12/20/2030       3.10
LEHMAN BROS HLDG                     6      4/1/2011      12.00
LEHMAN BROS HLDG                     6     7/19/2012       8.50
LEHMAN BROS HLDG                     6     1/22/2020       8.00
LEHMAN BROS HLDG                     6     2/12/2020       6.40
LEHMAN BROS HLDG                     6     1/29/2021       4.00
LEHMAN BROS HLDG                     6    10/23/2028       6.50
LEHMAN BROS HLDG                     6    11/18/2028       5.33
LEHMAN BROS HLDG                     6     5/11/2029       7.06
LEHMAN BROS HLDG                     6     7/20/2029       7.25
LEHMAN BROS HLDG                     6     3/21/2031       7.70
LEHMAN BROS HLDG                     6     4/30/2034       3.73
LEHMAN BROS HLDG                     6     7/30/2034       5.01
LEHMAN BROS HLDG                     6     2/21/2036       7.06
LEHMAN BROS HLDG                     6     2/24/2036       6.65
LEHMAN BROS HLDG                     6     2/12/2037       8.95
LEHMAN BROS HLDG                  6.05     6/29/2029       5.00
LEHMAN BROS HLDG                   6.1     8/12/2023       7.00
LEHMAN BROS HLDG                  6.15     4/11/2031       6.50
LEHMAN BROS HLDG                   6.2     9/26/2014      10.00
LEHMAN BROS HLDG                   6.2     6/15/2027       7.00
LEHMAN BROS HLDG                   6.2     5/25/2029       4.96
LEHMAN BROS HLDG                  6.25      2/5/2021       7.07
LEHMAN BROS HLDG                  6.25     2/22/2023       3.10
LEHMAN BROS HLDG                   6.3     3/27/2037       6.40
LEHMAN BROS HLDG                   6.4    10/11/2022       5.00
LEHMAN BROS HLDG                   6.4    12/19/2036       7.00
LEHMAN BROS HLDG                   6.5     7/19/2017       0.01
LEHMAN BROS HLDG                   6.5      3/6/2023       7.20
LEHMAN BROS HLDG                   6.5     9/20/2027       5.14
LEHMAN BROS HLDG                   6.5    10/18/2027       1.51
LEHMAN BROS HLDG                   6.5    10/25/2027       6.50
LEHMAN BROS HLDG                   6.5    11/15/2032       7.06
LEHMAN BROS HLDG                   6.5     1/17/2033       5.00
LEHMAN BROS HLDG                   6.5    12/22/2036       6.75
LEHMAN BROS HLDG                   6.5     2/13/2037       4.94
LEHMAN BROS HLDG                   6.5     6/21/2037       4.85
LEHMAN BROS HLDG                   6.5     7/13/2037       7.75
LEHMAN BROS HLDG                   6.6     10/3/2022       6.41
LEHMAN BROS HLDG                   6.6     6/18/2027       8.10
LEHMAN BROS HLDG                  6.63     1/18/2012      10.13
LEHMAN BROS HLDG                  6.63     7/27/2027      10.00
LEHMAN BROS HLDG                  6.75      7/1/2022       7.07
LEHMAN BROS HLDG                  6.75    10/26/2037       7.00
LEHMAN BROS HLDG                   6.8      9/7/2032       8.90
LEHMAN BROS HLDG                  6.85     8/16/2032       7.60
LEHMAN BROS HLDG                  6.85     8/23/2032       8.00
LEHMAN BROS HLDG                  6.88      5/2/2018      10.00
LEHMAN BROS HLDG                   6.9      9/1/2032       6.50
LEHMAN BROS HLDG                   6.9     6/20/2036       7.50
LEHMAN BROS HLDG                     7     5/12/2023       8.25
LEHMAN BROS HLDG                     7     9/27/2027      10.00
LEHMAN BROS HLDG                     7     10/4/2032       5.00
LEHMAN BROS HLDG                     7     7/27/2037       8.90
LEHMAN BROS HLDG                     7     9/28/2037       5.00
LEHMAN BROS HLDG                     7    11/16/2037       9.50
LEHMAN BROS HLDG                     7    12/28/2037       6.50
LEHMAN BROS HLDG                     7     1/31/2038       5.00
LEHMAN BROS HLDG                     7      2/1/2038       4.00
LEHMAN BROS HLDG                     7      2/7/2038       8.50
LEHMAN BROS HLDG                     7      2/8/2038       7.00
LEHMAN BROS HLDG                  7.05     2/27/2038       4.95
LEHMAN BROS HLDG                   7.1     3/25/2038       9.00
LEHMAN BROS HLDG                  7.25     2/27/2038       7.25
LEHMAN BROS HLDG                  7.25     4/29/2038       7.06
LEHMAN BROS HLDG                  7.35      5/6/2038      10.00
LEHMAN BROS HLDG                  7.73    10/15/2023       9.50
LEHMAN BROS HLDG                  7.88     11/1/2009       7.88
LEHMAN BROS HLDG                  7.88     8/15/2010       8.20
LEHMAN BROS HLDG                     8     3/17/2023       8.63
LEHMAN BROS HLDG                  8.05     1/15/2019       5.00
LEHMAN BROS HLDG                   8.5      8/1/2015       7.50
LEHMAN BROS HLDG                   8.5     6/15/2022       6.38
LEHMAN BROS HLDG                   8.8      3/1/2015       7.43
LEHMAN BROS HLDG                     9    12/28/2022       8.63
LEHMAN BROS HLDG                   9.5    12/28/2022       8.95
LEHMAN BROS HLDG                   9.5     1/30/2023       8.75
LEHMAN BROS HLDG                   9.5     2/27/2023       7.00
LEHMAN BROS HLDG                    10     3/13/2023       8.40
LEHMAN BROS HLDG                 10.38     5/24/2024      10.50
LEHMAN BROS HLDG                    11    10/25/2017       6.00
LEHMAN BROS HLDG                    11     6/22/2022       7.40
LEHMAN BROS HLDG                    11     3/17/2028       9.70
LEHMAN BROS HLDG                  11.5     9/26/2022       7.60
LEHMAN BROS HLDG                 12.12     9/11/2009       8.63
LEINER HEALTH                       11      6/1/2012      21.00
LEVEL 3 COMM INC                  2.88     7/15/2010      56.50
LEVEL 3 COMM INC                  5.25    12/15/2011      41.97
LEVEL 3 COMM INC                     6     3/15/2010      68.00
LEVEL 3 COMM INC                  11.5      3/1/2010      57.20
MAGNA ENTERTAINM                  7.25    12/15/2009      51.00
MAGNA ENTERTAINM                  8.55     6/15/2010      46.00
MAJESTIC STAR                      9.5    10/15/2010      34.50
MAJESTIC STAR                     9.75     1/15/2011       3.50
MANDALAY RESORT                    6.5     7/31/2009      84.00
MANDALAY RESORTS                  9.38     2/15/2010      58.23
MASONITE CORP                       11      4/6/2015       9.50
MERISANT CO                        9.5     7/15/2013      17.13
MERITOR AUTO                       6.8     2/15/2009      93.25
MERIX CORP                           4     5/15/2013      25.00
MERRILL LYNCH                     8.06      3/9/2011      90.50
METALDYNE CORP                      10     11/1/2013      20.75
MGM MIRAGE                        8.38      2/1/2011      47.50
MGM MIRAGE                         8.5     9/15/2010      53.50
MICHAELS STORES                     10     11/1/2014      32.00
MICHAELS STORES                  11.38     11/1/2016      25.10
MILLENNIUM AMER                   7.63    11/15/2026      18.00
MOMENTIVE PERFOR                  11.5     12/1/2016      27.00
MORGAN ST DEAN W                  1.25    12/30/2008      74.25
MORRIS PUBLISH                       7      8/1/2013      11.00
MUZAK LLC/FIN                       10     2/15/2009      79.50
NCI BLDG SYSTEMS                  2.13    11/15/2024      66.82
NCI BLDG SYSTEMS                  2.13    11/15/2024      67.83
NEFF CORP                           10      6/1/2015      18.50
NEW PLAN EXCEL                     7.4     9/15/2009      37.00
NEW PLAN EXCEL                     7.5     7/30/2029       7.00
NEW PLAN REALTY                   7.65     11/2/2026      11.00
NEW PLAN REALTY                   7.68     11/2/2026       7.60
NEW PLAN REALTY                   7.97     8/14/2026      20.00
NEW PLAN REALTY                    6.9     2/15/2028      10.00
NEWARK GROUP INC                  9.75     3/15/2014      10.50
NEWPAGE CORP                        12      5/1/2013      35.00
NEXTEL COMMUNIC                   6.88    10/31/2013      41.75
NORTEK INC                         8.5      9/1/2014      29.50
NORTH ATL TRADNG                  9.25      3/1/2012      41.00
NTK HOLDINGS INC                     0      3/1/2014      21.38
NUVEEN INVEST                        5     9/15/2010      39.00
NUVEEN INVEST                      5.5     9/15/2015      19.00
OCWEN FINANCIAL                   3.25      8/1/2024      79.00
OSCIENT PHARM                      3.5     4/15/2011       9.25
OSI RESTAURANT                      10     6/15/2015      19.50
OSI RESTAURANT                      10     6/15/2015      19.91
PALM HARBOR                       3.25     5/15/2024      35.00
PARK PLACE ENT                     7.5      9/1/2009      35.10
PARK PLACE ENT                    7.88     3/15/2010      50.25
PARK PLACE ENT                    8.13     5/15/2011      38.90
PHH CORP                          6.45     4/15/2010      60.00
PHH CORP                           6.7     4/15/2010      63.38
PHH CORP                          7.85     4/15/2018      21.50
PIEDMONT AVIAT                   10.35     3/28/2011       1.00
PIERRE FOODS INC                  9.88     7/15/2012       5.00
PILGRIM'S PRIDE                   7.63      5/1/2015      14.00
PILGRIM'S PRIDE                   8.38      5/1/2017      11.63
PINNACLE AIRLINE                  3.25     2/15/2025      66.50
PLIANT CORP                      11.13      9/1/2009      15.00
PLY GEM INDS                         9     2/15/2012      31.00
POPE & TALBOT                     8.38      6/1/2013       0.26
PORTOLA PACKAGIN                  8.25      2/1/2012      11.05
POWERWAVE TECH                    1.88    11/15/2024      14.00
PREGIS CORP                      12.38    10/15/2013      40.50
PRIMUS TELECOM                    3.75     9/15/2010      51.75
PRIMUS TELECOM                       8     1/15/2014       6.00
PRIMUS TELECOM                   12.75    10/15/2009      69.89
PROLOGIS                          7.88     5/15/2009      57.00
PROVIDENCE SERV                    6.5     5/15/2014      18.35
QUALITY DISTRIBU                     9    11/15/2010      30.00
RADIAN GROUP                      7.75      6/1/2011      46.00
RADIO ONE INC                     6.38     2/15/2013      30.00
RADIO ONE INC                     8.88      7/1/2011      51.50
RAFAELLA APPAREL                 11.25     6/15/2011      38.75
READER'S DIGEST                      9     2/15/2017      24.25
REAL MEX RESTAUR                    10      4/1/2010      81.50
REALOGY CORP                      10.5     4/15/2014      18.00
REALOGY CORP                     12.38     4/15/2015      16.38
RESIDENTIAL CAP                      8     2/22/2011      20.00
RESIDENTIAL CAP                   8.38     6/30/2010      10.00
RESIDENTIAL CAP                    8.5      6/1/2012      10.92
RESIDENTIAL CAP                    8.5     4/17/2013       4.71
RESIDENTIAL CAP                   8.88     6/30/2015       6.00
RH DONNELLEY                      6.88     1/15/2013      17.38
RH DONNELLEY                      8.88    10/15/2017      13.50
RH DONNELLEY                      6.88     1/15/2013      13.50
RH DONNELLEY                      6.88     1/15/2013      14.00
RH DONNELLEY                      8.88     1/15/2016      11.76
RITE AID CORP                     6.88     8/15/2013      24.85
RITE AID CORP                      7.7     2/15/2027      20.00
RITE AID CORP                      8.5     5/15/2015      28.25
RITE AID CORP                     8.63      3/1/2015      28.75
RITE AID CORP                     9.38    12/15/2015      29.00
RITE AID CORP                      9.5     6/15/2017      30.00
RITE AID CORP                     6.88    12/15/2028      18.89
RJ TOWER CORP                       12      6/1/2013       2.00
ROTECH HEALTHCA                    9.5      4/1/2012      21.00
ROUSE CO LP/TRC                   6.75      5/1/2013      25.90
ROUSE COMPANY                      7.2     9/15/2012      25.00
SABRE HOLDINGS                    7.35      8/1/2011      35.00
SCOTIA PAC CO                     7.11     1/20/2014      28.50
SEARS ROEBUCK AC                  5.88      3/5/2009      92.02
SEARS ROEBUCK AC                   7.5     1/15/2013      31.02
SEARS ROEBUCK AC                   7.5     1/15/2013      33.00
SEARS ROEBUCK AC                  7.05     3/15/2013      23.05
SECURUS TECH                        11      9/1/2011      50.00
SIRIUS SATELLITE                   2.5     2/15/2009      82.00
SIRIUS SATELLITE                  9.63      8/1/2013      15.66
SIX FLAGS INC                      4.5     5/15/2015       9.00
SIX FLAGS INC                     9.63      6/1/2014      10.00
SIX FLAGS INC                     9.75     4/15/2013      17.00
SLM CORP                           4.4     9/15/2011      22.00
SONIC AUTOMOTIVE                  8.63     8/15/2013      37.00
SPANSION LLC                     11.25     1/15/2016      14.96
STANLEY-MARTIN                    9.75     8/15/2015      25.00
STATION CASINOS                      6      4/1/2012      31.00
STATION CASINOS                    6.5      2/1/2014      11.75
STATION CASINOS                   6.63     3/15/2018       8.50
STATION CASINOS                   6.88      3/1/2016       9.75
STONE CONTAINER                   8.38      7/1/2012      25.50
TENNECO AUTOMOT                   8.63    11/15/2014      36.00
THORNBURG MTG                        8     5/15/2013      15.00
TIMES MIRROR CO                   7.25      3/1/2013       7.00
TIMES MIRROR CO                    7.5      7/1/2023       8.25
TOUSA INC                            9      7/1/2010       5.10
TOUSA INC                            9      7/1/2010      17.50
TRAVELPORT LLC                   11.88      9/1/2016      24.00
TRIBUNE CO                        4.88     8/15/2010      14.75
TRIBUNE CO                        5.25     8/15/2015      10.08
TRIBUNE CO                        5.67     12/8/2008      97.00
TRONOX WORLDWIDE                   9.5     12/1/2012       9.00
TRUE TEMPER                       8.38     9/15/2011      34.00
TRUMP ENTERTNMNT                   8.5      6/1/2015      15.00
UAL CORP                           4.5     6/30/2021      40.27
UAL CORP                             5      2/1/2021      35.00
UNISYS CORP                          8    10/15/2012      38.09
US LEASING INTL                      6      9/6/2011      22.13
USFREIGHTWAYS                      8.5     4/15/2010      61.38
VEECO INSTRUMENT                  4.13    12/21/2008      98.00
VERASUN ENERGY                    9.38      6/1/2017      13.25
VERENIUM CORP                      5.5      4/1/2027      19.09
VICORP RESTAURNT                  10.5     4/15/2011      10.00
VION PHARM INC                    7.75     2/15/2012      22.00
VISTEON CORP                         7     3/10/2014      12.00
VISTEON CORP                      8.25      8/1/2010      20.02
WASH MUT BANK NV                  5.55     6/16/2010      26.50
WASH MUT BANK NV                  5.95     5/20/2013       0.01
WASH MUTUAL INC                      4     1/15/2009      58.00
WASH MUTUAL INC                    4.2     1/15/2010      56.50
WASH MUTUAL INC                   4.63      4/1/2014      17.50
WASH MUTUAL INC                   7.25     11/1/2017      22.00
WASH MUTUAL INC                   8.25      4/1/2010      15.00
WCI COMMUNITIES                   6.63     3/15/2015      13.00
WCI COMMUNITIES                   7.88     10/1/2013       6.00
WCI COMMUNITIES                   9.13      5/1/2012       9.10
WILLIAM LYON                       7.5     2/15/2014      22.00
WILLIAM LYON                      7.63    12/15/2012      29.00
WILLIAM LYON                     10.75      4/1/2013      21.00
WIMAR OP LLC/FIN                  9.63    12/15/2014       4.50
WOLVERINE TUBE                    10.5      4/1/2009      85.25
XM SATELLITE                      9.75      5/1/2014      29.38
XM SATELLITE                        10     12/1/2009      38.00
YOUNG BROADCSTNG                  8.75     1/15/2014       2.08
YOUNG BROADCSTNG                    10      3/1/2011       1.99



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***