TCR_Public/081202.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, December 2, 2008, Vol. 12, No. 287

                             Headlines


AGRIPROCESSORS INC: Could Reopen Meatpacking Plant This Week
ALOHA AIRLINES: To Get $2 Million Cash Settlement from Mesa Air
AMACORE GROUP: New Auditor Cues Late 10-Q; Sees $2.4MM 3rdQ Net
AMACORE GROUP: Taps McGladrey to Replace Brimmer as Ind. Auditor
AMACORE GROUP: Sells Pref. Shares and Warrants to Vicis Capital

AMERICA CAPITAL: Files First Amended Plan of Liquidation
ATA AIRLINES: Wants to Auction L1011 Aircraft As Part of Wind-Down
BH S&B HOLDINGS: U.S. Trustee Forms Three-Member Creditor Panel
BH S&B HOLDINGS: Gets Initial OK to Use $44 Mil. Ableco Facility
BH S&B HOLDINGS: To Conduct Store Closing Sales at 173 Stores

BOSCOV'S INC: Deferred Deal Closing Cues Versa Deal Termination
CAPITAL AUTOMOTIVE: Bank Debt Sells at Substantial Discount
CHRYSLER LLC: In Talks With Union to Stop Idled Worker Payment
CIRCUIT CITY: Aims for Dec. 18 Auction for Closing Store Leases
CIRCUIT CITY: Court Sets Dec. 19 Bar Date for 503(b)(9) Claims

CIRCUIT CITY: Gets Court Nod to Honor Gift Cards
CIRCUIT CITY: Limits Trading of Securities to Keep Tax Attributes
CIRCUIT CITY: Proposes to Pay $6.55-Mil. Owed to Foreign Vendors
CIRCUIT CITY: To Pay Retained and Terminated Employees
CLAIRES STORES: Bank Loan Sells at 59% Off in Secondary Market

CLUB AT WATERFORD: Amends List of 20 Largest Unsecured Creditors
CLUB AT WATERFORD: May Employ Martinec Winn as Bankruptcy Counsel
CLUB AT WATERFORD: Secured Creditor Asks Court to Dismiss Case
CLUB AT WATERFORD: Files Schedules of Assets and Liabilities
COMMERCIAL ALLOYS: Case Summary & 18 Largest Unsecured Creditors

COMMERCIAL ALLOYS: Files for Chapter 11 Bankruptcy in Ohio
COMMERCIAL MORTGAGE: Owes More Than $60MM in Promissory Notes
CONSECO INC: A.M. Best Cuts Issuer Credit, Sr. Debt Ratings to b+
COVENTRY HEALTH: A.M. Best Keeps "B" FSR & "bb+" ICR for 3 Units
DELPHI CORP: Court Allows Reargument of Fraud Claim Order

DELPHI CORP: Court Gives Go Signal for Auction of Exhaust Business
DELPHI CORP: Delays Hearing on Bankruptcy Exit Plan to Dec. 17
DELPHI CORP: Gets Six Months Extension of $4.35-Bil. DIP Loan
DELPHI CORP: Tranche C Lenders, et al., Balk at DIP Loan Extension
EDUCATION RESOURCES: Asks Court to OK PNC Bank Collection Deals

FORD MOTOR: In Talks With Union to Stop Idled Worker Payment
FORD MOTOR: To Cut CEO's Pay Package & Focus on Making Small Cars
FRONTIER AIRLINES: Names C. Kenyon as Lynx Aviation's Interim Head
FRONTIER AIRLINES: Reaches Deal W/ IBT on Cabin Cleaners' Pay Cuts
FRONTIER AIRLINES: Reports $15.9 Mil. Operating Loss in October

FRONTIER AIRLINES: WFS Wants Payment of $3.7M Aviation Fuel
GENERAL GROWTH: Gets Interim Two Weeks Extension from Lenders
GENERAL MOTORS: In Talks With Union to Stop Idled Worker Payment
GENERAL MOTORS: More Cuts Needed to Win Gov't Loan, Says Conway
GLITNIR BANKI: Wants Icelandic Court to Administer Assets

GLITNIR BANKI: Voluntary Chapter 15 Case Summary
HARRAH'S ENTERTAINMENT: $4-Bil. Notes Tendered, Oversubscribed
HAWAIIAN TELCOM: Files for Ch. 11 to Restructure Balance Sheet
HAWAIIAN TELCOM: Amends Application Services Pact with Accenture
HAWAIIAN TELCOM: Board Adopts One-Time Bonus Program for Execs

HAWAIIAN TELECOM: Case Summary & 30 Largest Unsecured Creditors
HAWTHORNE ON NORTH: Court Approves Dismissal of Chapter 11 Case
HEALTH NET: A.M. Best Cuts Rating on $400MM 2017 Notes to "bb-"
INTERSTATE BAKERIES: Teamsters Majority Accepts CBA Modifications
INTERSTATE BAKERIES: Wants Armour and NE Bakeries Consolidation

INTERSTATE BAKERIES: Wants Pref. Action Period Moved to Dec. 31
LAND STEWARDS: Involuntary Chapter 11 Case Summary
LA STANZA: Involuntary Chapter 11 Case Summary
LAS VEGAS SANDS: Bank Loan Sells at Substantial Discount
LAS VEGAS SANDS: Names Leven to Audit Panel, Complies with NYSE

LEAR CORP: Bank Loan Continues to Sell at Substantial Discount
MARK BOTTONE: Case Summary & 9 Largest Unsecured Creditors
MARTIN SHAT: Case Summary & 20 Largest Unsecured Creditors
MICHAELS STORES: Bank Loan Sells at 50% Off in Secondary Market
MICHAELS STORES: To Release Q3 Results Today, Sees Sales Drop

MIDWAY GAMES: Sumner Redstone Sells Controlling Stake in Firm
MIDWAY GAMES: Director Waxman Unloads Equity Stake
MIDWAY GAMES: Slapped with 2 NYSE Non-Compliance Notices
MIDWAY GAMES: Director Waxman Unloads Equity Stake
NATIONAL ATLANTIC: A.M. Best Affirms Issuer Credit Rating at "bb"

NATURE'S HARVEST: Collapse Is Due to Rising Interest Payments
PAPER INTERNATIONAL: Files Schedules of Assets and Liabilities
PILGRIM'S PRIDE: Files for Chapter 11 Bankruptcy in Texas
PILGRIM'S PRIDE: Lines Up $450-Mil. DIP Loan from Bank of Montreal
PILGRIM'S PRIDE: Case Summary & 50 Largest Unsecured Creditors

POWERMATE HOLDING: Court Approves Settlement With Sun Capital
POWERMATE CORP: Creditors Panel Settles with Sun Capital
SCOTT BRASS: Involuntary Chapter 11 Case Summary
SEMGROUP LP: Examiner Allowed to Probe Ex-Officers & Execs
SENIOR HEALTH: A.M. Best Junks Financial Stregth Rating

SPLIT SECOND: Seeks to Dispatch 4 of 14 Towing & Transport Trucks
STH 6,8: Quail Run Voluntary Chapter 11 Case Summary
STH 6,8: Sec. 341 Meeting of Quail Run Creditors on December 9
SUZANN MOONEY: Voluntary Chapter 11 Case Summary
SURETY COMPANY: A.M. Best Cuts FSR to "B" & ICR to "bb"

SUZANN MOONEY: Sec. 341 Creditors Meeting Slated for December 9
SWIFT TRANSPORTATION: Bank Loan Sells at Substantial Discount
SYNTAX-BRILLIAN: Court Allows Panel to Commence D&O Actions
SYNTAX-BRILLIAN: Taps KPMG Corporate Finance as Financial Advisors
SUZANN MOONEY: Sec. 341 Creditors Meeting Slated for December 9

S-TRAN HOLDINGS: Wants Plan Filing Period Extended to March 2
TALAL ALGURAINI: Case Summary & Largest Unsecured Creditor
TORRENT ENERGY: Sells Gas Wells to Y.A. Global for $4.5 Mil.
TRIESTE INVESTMENTS: May Employ Brown McCarroll as Special Counsel
TWEETER OPCO: Aims for Dec. 19 Auction to 94 Store Leases

TROPICANA ENTERTAINMENT: Deal With Eldorado on Nixed Sale Approved
UAL CORP: Former CFO Exercises Right to Purchase Common Stock
UAL CORP: CFO Kathryn Mikells Discloses Ownership of 42,920 Shares
UAL CORPORATION: Registers 10,000,000 Shares under Pilot Plan
UAL CORPORATION: September 30 Balance Sheet Upside-Down by $1.2BB

UTAH 7000: Pivotal Promontory's Chapter 11 Case Summary
UTAH 7000: 341 Meeting of Pivotal Promontory Creditors on Dec. 11
VALUE CITY: Taps Hilco Real as Real Estate Consultant
VALUE CITY: Wants Until January 10, 2009, to File Schedules
WAVERLY GARDENS: Taps HTG Consultants as Valuation Expert

WELLCARE HEALTH: A.M. Best Cuts FSR Ratings on 2 Florida Units
YOURBUYER INC: Files for Chapter 7 Liquidation

* Large Companies With Insolvent Balance Sheets


                             *********

AGRIPROCESSORS INC: Could Reopen Meatpacking Plant This Week
------------------------------------------------------------
Agriprocessors Inc. could reopen its kosher meatpacking plant in
Postville this week, The Associated Press reports, citing court-
appointed receiver Joseph Sarachek.

Lynda Waddington at The Iowa Independent relates that Mr. Sarachek
plans to reopen Agriprocessor's poultry production lines as early
as this week.  According to the report, placing the plant back in
production with a trained and loyal work force is more appealing
than a facility that is defunct.  Citing Sarachek, the report says
that beef production could be in Agriprocessors' future.

Agriprocessors has no revenue coming in to buy feeds for its
hundreds of thousands of chickens, which will soon be too old to
slaughter, The Cedar Rapids Gazette states, citing Mr. Sarachek.

According to The AP, Mr. Sarachek said that a lender has agreed to
finance Agriprocessors' three-week operations.  First Bank, a
creditor owed $35 million by Agriprocessors, was in favor of
reopening the plant, The Independent relates, citing Mr. Sarachek.
Mr. Sarachek said that the financing is awaiting court approval,
states the report.

Mr. Sarachek, The AP relates, said that workers who return
immediately to Agriprocessors will receive their back pay and have
a job.  Citing Mr. Sarachek, The Des Moines Register states that
Agriprocessors owes more than $500,000 in back pay to employees.
Mr. Sarachek will start repaying those debts to the 170 workers he
will re-hire to work at the plant this week, according to Des
Moines Register.

Mr. Sarachek has hired two executives familiar with the kosher
process, according to The AP.  The Rubashkin family, which owns
Agriprocessors, is no longer in charge of the plant and isn't
involved in making any decisions, the report says, citing
Mr. Sarachek.

The Independent relates that Mr. Sarachek is seeking to make
Agriprocessors more attractive to buyers.  According to the
report, other kosher food producers are eyeing Agriprocessors'
operations.

Agriprocessors CEO Bernard Feldman said during a court hearing
that discussions with possible buyers are under way, The
Independent reports.

                       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.


ALOHA AIRLINES: To Get $2 Million Cash Settlement from Mesa Air
---------------------------------------------------------------
Mesa Air Group, Inc., entered into a settlement with the former
controlling shareholder of Aloha Airlines Inc. concerning the
Aloha Airlines lawsuit over Mesa's Hawaiian inter-island flight
services operated under the go! brand name.

Under the terms of the settlement, and without admitting any
wrongdoing, the parties agreed to these terms:

   -- Mesa will make a cash payment of $2 million;

   -- Mesa will issue shares of Mesa common stock equal to 10% of
      its currently outstanding shares;

   -- Mesa will provide certain Hawaiian inter-island travel
      benefits to the former employees of Aloha Airlines;

   -- In the event the shareholder is able to purchase the "Aloha"
      name in the upcoming bankruptcy court auction, it will
      license the "Aloha" name to Mesa.

"We are extremely pleased to resolve all claims put forward in
this litigation and look forward to re-branding service under the
Aloha name in the near future," said Jonathan Ornstein, chairman
and chief executive officer of Mesa.  "This settlement resolves
all claims by Aloha Airlines related to Mesa's entry into the
Hawaiian inter-island market and permits us to focus solely on our
core competency of providing the best service, convenient
schedules and low fare pricing to our customers.  We intend to
carry on Aloha's proud tradition, maintain Mesa's status as
Hawaii's low cost air carrier and look forward to future growth
opportunities made possible by this settlement."

                          About Mesa Air

Mesa Air -- http://www.mesa-air.com-- operates 152 aircraft with
over 800 daily system departures to 126 cities, 38 states, the
District of Columbia, Canada, and Mexico.  Mesa operates as Delta
Connection, US Airways Express and United Express under
contractual agreements with Delta Air Lines, US Airways and United
Airlines, respectively, and independently as Mesa Airlines and
go!.  In June 2006, Mesa launched Hawaiian inter-island service as
go!.  This operation links Honolulu to the neighbor island
airports of Hilo, Kahului, Kona and Lihue.  The company, founded
by Larry and Janie Risley in New Mexico in 1982, has approximately
4,100 employees and was awarded Regional Airline of the Year by
Air Transport World magazine in 1992 and 2005.  Mesa is a member
of the Regional Airline Association and Regional Aviation
Partners.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa Air, unveiled plans to discontinue all operations by June 30
including its current scheduled services, citing record-high fuel
prices, insufficient demand and a difficult operating environment
as the main factors in its decision.

                     About Aloha Airlines Inc.

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates are
carriers that fly passengers and freight to Hawaii's five major
airports, as well as to half a dozen destinations in the western
U.S.  They operate a fleet of about 20 aircraft, all Boeing 737s,
including three configured as freighters.

Aloha filed for Chapter 11 protection on Dec. 30, 2004 (Bankr. D.
Hawaii Case No. 04-03063), and emerged from Chapter 11 bankruptcy
protection in February 2006.

The company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors was represented by
Sonnenschein Nath & Rosenthal LLP and Bronster Hoshibata, A Law
Corporation.  The Debtors' schedules reflected total assets of
$74,600,000 against total liabilities of $197,100,000.

On April 29, 2008, the Court converted the Debtors' cases into
chapter 7 liquidation proceedings.  The next day, the U.S. Trustee
appointed Dane S. Field to serve as chapter 7 trustee for the
cases.  James Wagner, Esq., at Wagner Choi & Verbrugge, represents
Mr. Field.


AMACORE GROUP: New Auditor Cues Late 10-Q; Sees $2.4MM 3rdQ Net
---------------------------------------------------------------
The Amacore Group, Inc. will not be able to file the Form 10-Q for
the period ended Sept. 30, 2008.  The company stated that its
failure to file its financial report on time was caused by changes
in its executive officers and board of directors in August 2008
and dismissal its former independent auditor and engagement of a
new independent auditor in October 2008.

The company added that the process of compiling and disseminating
the information, well as the completion of the required review of
the company's financial information, could not be completed
without incurring undue hardship and expense.  The company intends
to file its quarterly report on Form 10-Q soon as practicable.

The company anticipates these financial results:

   -- revenues for the three and nine months ended Sept. 30, 2008,
      of approximately $8,800,000 and $22,300,000;

   -- gross profit of approximately $2,400,000 and $7,100,000;

   -- operating expenses of approximately $9,380,000 and
      $20,700,000, including approximately $770,000 and $1,900,000
      of stock and warrant compensation;

   -- operating loss of approximately $6,900,000 and $13,500,000;
      and

   -- net loss available to common shareholders of approximately
      $8,080,000 and $15,900,000 as a result of an selling and
      marketing expenses and stock and warrant compensation
      recognized under various consulting agreements.

All of these results increased when compared to the company's
results for three and nine months ended Sept. 30, 2007.

                      About Amacore Group Inc.

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products

                       Going Concern Doubt

The company believes that existing conditions raise substantial
doubt about the company's ability to continue as a going concern.
The company has sustained operating losses in recent years.  In
addition, the company reported a net loss of $2,592,655 for the
quarter ended June 30, 2008.

The company's consolidated financial statements at June 30, 2008,
also showed strained liquidity with $9.4 million in total current
assets available to pay $11.3 million in total current
liabilities.


AMACORE GROUP: Taps McGladrey to Replace Brimmer as Ind. Auditor
----------------------------------------------------------------
The Amacore Group, Inc., upon approval of the board of directors,
engaged McGladrey & Pullen, LLP, as the company's independent
registered public accounting firm and dismissed Brimmer, Burek &
Keelan LLP on Oct. 27, 2008.

Brimmer's report on the financial statements of the company as of
and for the years ended Dec. 31, 2006, and 2007, did not contain
an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to audit scope, procedure or accounting
principles.

During the company's fiscal years ended Dec. 31, 2006, and 2007,
and the subsequent interim period through Oct. 27, 2008, there
were (i) no disagreements between the company and Brimmer on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Brimmer, would have caused
it to make reference to the subject matter of the disagreement in
connection with their reports on the company's financial
statements for such years or periods for which services were
performed; and (ii) there were no reportable events as described
in Item 304(a)(1)(v) of Regulation S-K.  The company has
identified a material weakness in its internal control over
financial reporting.

During the company's two recent fiscal years ended Dec. 31, 2006,
and 2007 and the subsequent interim period through Oct. 27, 2008,
the company did not consult with McGladrey with respect to the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that
might be rendered on the company's financial statements, or any
other matters or reportable events as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.

                      About Amacore Group Inc.

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products

                       Going Concern Doubt

The company believes that existing conditions raise substantial
doubt about the company's ability to continue as a going concern.
The company has sustained operating losses in recent years.  In
addition, the company reported a net loss of $2,592,655 for the
quarter ended June 30, 2008.

The company's consolidated financial statements at June 30, 2008,
also showed strained liquidity with $9.4 million in total current
assets available to pay $11.3 million in total current
liabilities.


AMACORE GROUP: Sells Pref. Shares and Warrants to Vicis Capital
---------------------------------------------------------------
The Amacore Group, Inc., entered into an informal agreement with
Vicis Capital Master Fund for the purchase of:

   a) 250 shares of the company's Series I Convertible Preferred
      Stock, par value $0.001 per share for an aggregate cash
      purchase price of $2,500,000; and

   b) a warrant to acquire 28,125,000 shares of the company's
      Class A Common Stock, par value $0.001 per share.

The Informal Agreement is subject to the execution of definitive
written agreements.  The company received the $2,500,000 purchase
price payment on Nov. 6, 2008.   However, the company has not
issued the Shares or the Warrant.  The Shares and Warrant will be
issued upon execution of definitive written agreements.

As a result of this transaction, Vicis owns 850 shares of Series I
Preferred Stock.   In addition, Vicis owns 694.6 shares of the
company's Series D Convertible Preferred Stock, 139 shares of the
company's Series E Convertible Preferred Stock, 1,200 shares of
the company's Series G Convertible Preferred Stock and 400 Shares
of the company's Series H Convertible Preferred Stock.  In
addition, Vicis owns warrants to acquire 400,000 shares of the
company's Class A Common Stock at an exercise price of $2.40 per
share and, as a result of this transaction, warrants to acquire
208,125,000 shares of the company's Class A Common Stock
exercisable at a current exercise price of $0.375 per share.

The company anticipates that it will enter into definitive written
agreements, including a stock purchase agreement, a warrant
agreement and a registration rights agreement, with Vicis in the
next few weeks with respect to these transactions.  However, the
company cannot guarantee that the terms and conditions of the
definitive written agreements will be exactly as described.  The
definitive written agreements may also contain additional terms or
terms different than those described.

Shares of Series I Preferred Stock have rights and preferences
senior to certain other classes and series of the company's
capital stock.  Each share of Series I Preferred Stock has a
stated value of $10,000 and is convertible at any time, at the
option of the holder, into that number of shares of Class A Common
Stock equal to the Stated Value divided by $5.00.  The Conversion
Price is subject to adjustment for certain events.

The Warrant is exercisable for five years at an exercise price of
$0.375 per share, subject to adjustment for certain events, and
has a cashless exercise feature.

                       About Amacore Group Inc.

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products

                       Going Concern Doubt

The company believes that existing conditions raise substantial
doubt about the company's ability to continue as a going concern.
The company has sustained operating losses in recent years.  In
addition, the company reported a net loss of $2,592,655 for the
quarter ended June 30, 2008.

The company's consolidated financial statements at June 30, 2008,
also showed strained liquidity with $9.4 million in total current
assets available to pay $11.3 million in total current
liabilities.


AMERICA CAPITAL: Files First Amended Plan of Liquidation
--------------------------------------------------------
America Capital Corp. delivered to the U.S. Bankruptcy Court for
the Southern District of Florida on Nov. 18, 2008, its First
Amended Plan of Liquidation and First Amended Disclosure
Statement.

The Debtor relates that holders of allowed claims will receive
higher recovery under the terms of the Plan than in a liquidation
under Chapter 7 of the Bankruptcy Code.

                           Plan Funding

America Capital's Amended Plan incorporates the plan of
Transcapital Financial Corporation.  American Capital has a 65.19%
ownership interest in TFC, which in turn owns 100% of the common
stock of Trasohio Savings Bank.

The Plan will be funded entirely by the TFC distribution and
recoveries, if any, in respect to certain litigation claims
against third parties.

         Classifications and Distributions Under the Plan

The classifications and distributions under the Plan are:

Class   Type of Claim                      Treatment
-----   -------------                      ----------
  1      Allowed Other Priority Claims      Unimpaired

  2      Allowed Secured Claim of           Impaired
         SunTrust with regard to the
         AMCAP Notes Claim, which is
         based upon amounts owed under
         the AMCAP Notes Judgment, the
         the AMCAP Notes and the
         Indenture

  3      Allowed Unsecured Claims for       Unimpaired
         Senior Indebtedness

  4      Allowed Unsecured Claims           Impaired

  5      Allowed Equity Interests           Impaired

Allowed Administrative Claims, Priority Tax Claims, and U.S.
Trustee Fees will be paid in full.  Professional Fees and Expense
Claims, as allowed by the Court, will be paid in full on the
Effective Date.

Each holder of an Allowed Other Priority Claim under Class 1 will
be paid in full.

In full and complete satisfaction of any Class 2 Allowed Secured
Claim held by SunTrust with regard to the AMCAP Notes, SunTrust
will receive the Net TFC Distribution and the Net Proceeds of any
Litigation Claims, other than Avoidance Actions (after the
Liquidating Agent first funds the Senior Indebtedness
Distribution, to the extent applicable).  To the extent that it
may exist, any Deficiency Claim SunTrust may have with regard to
the AMCAP Notes Claim will be treated as a Class 4 Allowed
Unsecured Claim, but will not share in the Unsecured Carve-Out.

If the Court determines by Final Order that the Class 2 or Class 4
AMCAP Notes Claim is subordinate to the Allowed Unsecured Claims
for Senior Indebtedness under Class 3, if any, each Holder of an
Allowed Class 3 Claim will be entitled to receive its allocated
share of the Senior Indebtedness Reserve in full satisfaction of
its Allowed Claim.  Otherwise such Claims will be treated as Class
4 Claims.

Each Holder of an Allowed Class 4 Claim will be entitled to
receive such Holder's Pro Rata Share of (i) the Net TFC
Distribution following full and complete satisfaction of Allowed
Administrative Claims, Allowed Priority Tax Claims, and Allowed
Class 1 and 2 Claims (and in the case of SunTrust only, the net
amount after deducting the Senior Indebtedness Distribution from
the Pro Rata Share of the Net Distribution which Suntrust would
otherwise be entitled to receive; (ii) to the extent SunTrust does
have an Allowed Secured Claim, the Unsecured Carve-Out; provided
however that the SunTrust Deficiency Claim will not receive a
distribution from the Unsecured Carve-Out.

Holders of Allowed Equity Interests under Class 5 will not retain
or receive any property or Distribution under the Plan and all
Equity Interests will be cancelled and extinguished as of the
Effective Date.

Classes 2 and 4 are impaired and entitled to vote.  Equity
interests are deemed to reject.

Except as otherwise provided in the Plan, the Liquidating Agent
will act as disbursing agent under the Plan with respect to all
Distributions to holders of Claims and will make all
Distributions required to be distributed under the applicable
provisions of the Plan, provided however that the Debtor will make
the Initial Distribution under the Plan.

After the Effective Date, the Liquidating Agent will have the sole
authority to compromise and settle, otherwise resolve,
discontinue, abandon or dismiss all such Litigation Claims with
approval of the Court.

The Court has scheduled a hearing for Dec. 3, 2008, to consider
the approval of the Disclosure Statement.

A full-text copy of America Capital Corp.'s First Amended Plan of
Liquidation is available for free at:

               http://researcharchives.com/t/s?357e

A full-text copy of the First Amended Disclosure Statement for
America Capital Corp.'s First Amended Plan of Liquidation is
available for free at:

               http://researcharchives.com/t/s?357f

                   About America Capital Corp.

Based in Miami, Florida, America Capital Corp. holds a 65.19%
interest in TransCapital Financial Corporation.  TransCapital
Financial is a holding and management company that conducted
substantially all of its operations through its wholly owned
subsidiary, Transohio Savings Bank, FSB.  Transohio Savings'
key activities as a savings and loans institution were banking and
lending and its primary lending activity was the originating and
purchasing of loans secured by mortgages on residential
properties.  Transohio Savings also endeavored to generate
residential loan originations through branch personnel and real
estate brokers.  Mobile home and home improvement loans were
generated through dealers and contractors and additionally,
Transohio Savings made construction loans generated by contractors
that usually extended to not more than one year in length.

America Capital filed for chapter 11 relief on June 19, 2006
(Bankr. S.D. Fla. Case No. 06-12645).  Cynthia C. Jackson, Esq.,
at Smith Hulsey & Busey, Jeffrey I. Snyder, Esq., Mindy A. Mora,
Esq., and Nicole Testa Mehdipour, Esq., at Bilzin Sumberg,
represents the Debtor as counsel.

When the Debtor filed for protection from its creditors, it listed
total assets of $52,005,000 and total debts of $207,170,268.

TransCapital Financial Corporation also filed for Cchapter 11
relief on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644).
Its Chapter 11 Plan was confirmed on Sept. 23, 2008.


ATA AIRLINES: Wants to Auction L1011 Aircraft As Part of Wind-Down
------------------------------------------------------------------
ATA Airlines decided to cease its business operations, after
analyzing its fleet schedules and aircraft fleet, operating costs,
relevant business goals and objectives, well as available
financing sources and business combination possibilities.

ATA is in the process of winding down its business operations and
liquidating its assets in an orderly fashion.  It has returned all
of its leased aircraft and engines, and has sold or abandoned many
of its tangible assets.

Among the assets ATA still possesses as part of its business
operations are the L1011 aircraft, which consist of (i) Lockheed
L1011-500 (Tail No. N162AT, Manufacturer's Serial No. 1220); (ii)
Lockheed L1011-500 (Tail No. N163AT, Manufacturer's Serial No.
1229); and (iii) Lockheed L1011-500 (Tail No. N164AT,
Manufacturer's Serial No. 1238).

By this motion, ATA asks the U.S. Bankruptcy Court for the
Southern District of Indiana, to implement a set of solicitation
and bidding procedures for the sale of its L1011 Aircraft.  Also
included in the proposed sale are engines, logs, books, and
records related to the aircraft.

Terry Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
notes that some companies have showed interest to buy the
aircraft but have not yet submitted a letter of intent or other
written proposal to the airline.

"To accomplish the sale of the L1011 aircraft in the most
efficient and effective manner and to promote an orderly
marketing process, [ATA Airlines] believes it would be beneficial
to establish procedures governing the solicitation and
submission of bids," Ms. Hall said.

ATA Airlines proposes these solicitation and bidding procedures:

  (1) Within two days after the Court approves the proposed
      procedures, ATA Airlines will serve a copy of the court
      order to all parties that have previously expressed
      an interest to acquire the aircraft, to the United States
      Trustee, JPMorgan Chase Bank, attorneys for the Official
      Committee of Unsecured Creditors and other concerned
      parties.

  (2) All bid proposals must conform to these requirements:

      (a) Each bid proposal must be in writing and must
          contain the terms governing the acquisition of the
          aircraft.

          The proposal (i) must provide that, if requested by
          ATA Airlines, the L1011 aircraft bearing Tail No.
          N163AT will remain under the airline's operational
          control until the closing of a chapter 11 plan
          confirmed in its bankruptcy case; and (ii)
          contemplate the consummation of the proposed sale,
          free and clear of liens, claims, interests and
          encumbrances.

          Each bid proposal is subject to the Court's approval
          but cannot contain any due diligence or financing
          contingencies.

      (b) A bid proposal may contemplate the acquisition of
          all the L1011 aircraft or any lesser combination of
          the L1011 aircraft.

      (c) The person or entity making the bid proposal must
          deliver to ATA Airlines these documents on or before
          Dec. 12, at 5:00 p.m. (prevailing eastern time):

          * copies of financial statements, letters of credit,
            and any other documents satisfactory to ATA
            Airlines evidencing the prospective purchaser's
            ability to consummate the transaction; and

          * the bid proposal.

          ATA Airlines, in its sole discretion, has the right
          to determine the adequacy of the information and
          documents provided.

      (d) The entity making a bid proposal must also tender to
          ATA Airlines a deposit, in cash or cash equivalent
          in an amount equal to 50% of the consideration
          specified in the proposal on or before the deadline.
          ATA Airlines will maintain each deposit in a
          segregated, non-interest bearing account.

  (3) To assist prospective purchasers in their evaluation of
      the aircraft, ATA Airlines will provide access during
      normal business hours to all logs and records related to
      the aircraft.

  (4) ATA Airlines, in its sole discretion but in consultation
      with JPMorgan Chase Bank and the Creditors Committee,
      will determine which bid proposal is the highest
      and best offer.  These factors will influence the
      airline's determination:

      * the consideration offered to be paid;

      * the purchaser's financial strength and ability to
        timely close on the proposed transaction; and

      * whether the bid proposal contemplates the acquisition
       of all or less than all of the aircraft.

      ATA Airlines has the right not to accept any bid
      proposal or to waive any technical violation of and
      deviation from the bid procedures consistent with the
      goal of maximizing the sale price for the aircraft.

All bid proposals must be delivered to:

  (1) ATA Airlines
      c/o Haynes and Boone, LLP
      Attn: Kourtney P. Lyda
      1 Houston Center
      1221 McKinney Street, Suite 2100
      Houston, Texas 77010
      Facsimile: (713) 236-5687
      e-mail: kourtney.lyda@haynesboone.com

  (2) JPMorgan Chase Bank, N.A.
      c/o Simpson Thacher & Bartlett LLP
      Attn: Kathrine A. McLendon
      425 Lexington Avenue
      New York, New York 10017
      Facsimile: (212) 455-2502
      e-mail: kmclendon@stblaw.com


  (3) The Official Committee of Unsecured Creditors
      c/o Otterbourg, Steindler, Houston & Rosen P.C.
      Attn: Steven B. Soll
      230 Park Avenue
      New York, New York 10169
      Facsimile: (917) 368-7139
      e-mail: ssoll@oshr.com

  (4) Office of the United States Trustee
      Attn: Ronald J. Moore
      101 West Ohio Street, Suite 1000
      Indianapolis, Indiana 46204
      Facsimile: (317) 226-6356
      e-mail: ronald.moore@usdoj.gov

A hearing to consider approval of the proposed solicitation and
bidding procedures is scheduled for Nov. 21, at 11:00 a.m.
Creditors and other concerned parties have until Nov. 18 to file
their objections.  To date, the company has not provided any
update on this matter.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 93; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


BH S&B HOLDINGS: U.S. Trustee Forms Three-Member Creditor Panel
---------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 3, appointed
three creditors to serve on an Official Committee of Unsecured
Creditors for the Chapter 11 cases of BH S&B Holdings LLC and its
debtor-affiliates.

The creditors committee members are:

  a) CBL & Associates Management, Inc.
     Attn: Victoria Berghel,
     2030 Hamilton Place Boulevard, Suite 500
     Chattanooga, Tennessee 37421-6000
     Tel: (423) 490-8684

  b) Werner Enterprises, Inc.
     Attn: Richard Reiser,
     14507 Frontier, Rd.
     Omaha, NE 68138
     Tel: (402) 894-3000

  c) Omni-Care Group
     Attn: S. Neil Ford,
     1130 Cleveland St., Ste. 270
     Clearwater, FL 33755
     Tel: (727) 443-3334

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 BH S&B Holdings

Headquartered in Port Washington, New York, BH S&B Holdings LLC
operates certain Steve & Barry's LLC stores.  The company and six
of its affiliates filed for Chapter 11 protection on Nov. 19, 2008
(Bankr. S.D. N.Y. Lead Case No. 08-14604).  Joel H. Levitin, Esq.,
and Richard A. Stieglitz, Jr., Esq., at Cahill Gordon &
Reindel LLP.  The company proposes RAS Management Advisors LLC
as chief restructuring officer and Kurtzman Carson Consultants
LLC as claims, notice, and balloting agent.  When the Debtors
filed for protection from their creditors, they list assets and
debts between $100 million to $500 million each.

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


BH S&B HOLDINGS: Gets Initial OK to Use $44 Mil. Ableco Facility
----------------------------------------------------------------
The Hon. Martin Glenn of the United States Bankruptcy Court for
the Southern District of New York authorized BH S&B Holdings LLC
and its debtor-affiliates to access, on an interim basis, up to
$44 million in postpetition financing under a revolving credit
facility from Ableco Finance LLC, as administrative and collateral
agent, and A3 Funding LP, as lender, in accordance to a DIP credit
agreement drafted on Nov. 19, 2008.

The lenders have agreed to provide as much as $60 million in
financing on a final basis.

Under the DIP agreement, if the Debtors elect the LIBOR option,
the facility will bear interest at the LIBOR Rate, which is
calculated by dividing the Base LIBOR Rate by 100% minus the
Reserve Percentage; Otherwise interest would be charged based upon
the Reference Rate, which is the greater of 5% and the rate of
interest announce by JPMorgan Chase Bank in New York from time to
time as its reference rate, base rate or prime rate.

Proceeds of the loan will be used to (i) fund working capital
purposes; (ii) pay fees and expenses related to the DIP agreement;
and (iii) fund the liquidation efforts for their
assets.  In connection with the liquidation of assets, the
Debtors retained Great American Group LLC to assist in the sale
of their remaining assets.  The sale is expected to complete by
the end of 2008.

The DIP facility is subject to a $100,000 carve-out for payment of
fees to the United States Trustee and the Bankruptcy Clerk, and
unpaid wages and related payroll taxes for services rendered by
the lenders' employees.

The Debtors granted the lender senior priority liens and
superpriority claims in all collateral in accordance to the DIP
agreement to secure any and all of their obligations,
indebtedness and liabilities.

The DIP agreement contains customary and appropriate events of
default including, among other things:

   -- failure to pay principal, interest or fees on any loan when
      due;

   -- breach of any representations or warranties, subject to a
      material adverse effect qualification;

   -- failure to perform or comply with certain covenants or
      agreements;

   -- interim or final DIP order is stayed, amended, reversed or
      vacated;

   -- appointment of a Chapter 11 trustee or examiner;

   -- conversion of Chapter 11 cases to Chapter 7 liquidation or
      dismissal of cases; and

   -- unauthorized entry of an order permitting any
      superpriority claims or liens senior or pari passu with
      the lenders.

At closing, the lenders will be paid in an amount equal to 1% of
the total credit facility.

A hearing is set for Dec. 15, 2008, at 10:00 a.m., at One Bowling
Green, Courtroom 501 in New York, to consider final approval of
the motion.  Objections, if any, are due Dec. 10, 2008.

                     Prepetition Indebtedness

Before their bankruptcy filing, the Debtors entered into two
separate agreements:

   a) revolving credit agreement dated Oct. 14, 2008, with Ableco
      Finance LLC, as collateral and administrative agent.  The
      Debtors owe about $90 million plus accrued and unpaid
      interests, and fees and costs, and all other amounts
      payable thereunder; and

   b) amended and restated subordinated second lien financing
      agreement dated Oct. 14, 2008, with non-debtor BH S&B Finco
      LLC, as collateral and administrative agent.  The Debtors
      owe about $75 million plus accrued and unpaid interest, and
      fees and costs, and expenses.

A full-text copy of DIP Credit Agreement between the Debtors and
the lenders is available for free at:

                http://ResearchArchives.com/t/s?3572

A full-text copy of the Debtors' DIP Weekly Cash Flow is
available for free at:

                http://ResearchArchives.com/t/s?3573

                       About BH S&B Holdings

Headquartered in Port Washington, New York, BH S&B Holdings LLC
operates certain Steve & Barry's LLC stores.  The company and six
of its affiliates filed for Chapter 11 protection on Nov. 19, 2008
(Bankr. S.D. N.Y. Lead Case No. 08-14604).  Joel H. Levitin, Esq.,
and Richard A. Stieglitz, Jr., Esq., at Cahill Gordon &
Reindel LLP.  The company proposes RAS Management Advisors LLC
as chief restructuring officer and Kurtzman Carson Consultants
LLC as claims, notice, and balloting agent.  When the Debtors
filed for protection from their creditors, they list assets and
debts between $100 million to $500 million each.

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


BH S&B HOLDINGS: To Conduct Store Closing Sales at 173 Stores
-------------------------------------------------------------
The Hon. Martin Glenn of the United States Bankruptcy Court for
the Southern District of New York authorized BH S&B Holdings LLC
and its debtor-affiliates to conduct going-out-of-business sales
at their 173 stores and distribution center.

Great American Ventures LLC, SB Capital Group LLC, Tiger Capital
Group LLC and Hudson Capital Partners LLC were retained to
provide consulting services to the Debtors as they sell their
assets.

Under the consultant agreement, the firms will be paid 2% of the
gross proceeds related to the Debtors' merchandise and 20% of the
gross receipts -- net only of applicable sales taxes, if any -- of
the sale of their FF&E.  In addition, the firms will be paid 10%
of any savings realized between the actual expenses they incur in
conducting the store closing sales.

A full-text copy of the Debtors' Sale Closing Guidelines is
available for free at:

               http://ResearchArchives.com/t/s?3579

A full-text copy of the Debtors' Consulting Agreement is available
for free at:

               http://ResearchArchives.com/t/s?357a

A full-text copy of the Debtors' Retail Stores and Warehouse
locations is available for free at:

               http://ResearchArchives.com/t/s?357b

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

               http://ResearchArchives.com/t/s?357c

                       About BH S&B Holdings

Headquartered in Port Washington, New York, BH S&B Holdings LLC
operates certain Steve & Barry's LLC stores.  The company and six
of its affiliates filed for Chapter 11 protection on Nov. 19, 2008
(Bankr. S.D. N.Y. Lead Case No. 08-14604).  Joel H. Levitin, Esq.,
and Richard A. Stieglitz, Jr., Esq., at Cahill Gordon &
Reindel LLP.  The company proposes RAS Management Advisors LLC
as chief restructuring officer and Kurtzman Carson Consultants
LLC as claims, notice, and balloting agent.  When the Debtors
filed for protection from their creditors, they list assets and
debts between $100 million to $500 million each.

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


BOSCOV'S INC: Deferred Deal Closing Cues Versa Deal Termination
---------------------------------------------------------------
Boscov's Inc. and its debtor-affiliates terminated the stalking
horse Asset Purchase Agreement they entered into with Regio BDS,
LLC, the entity created by Versa Capital Management.

Regio, in a statement filed with the United States Bankruptcy
Court for the District of Delaware said it considered itself
released from all obligations under the prior Asset Purchase
Agreement.  Regio, however, reserves its rights, claims and
actions with respect to the APA.

According to the Debtors' counsel, David G. Heiman, Esq., at
Jones Day, in Cleveland, Ohio, Versa was unable to turn in the
necessary documents demonstrating its financing and equity
commitments to close the purchase of the Debtors' assets as of the
Oct. 15, 2008, deadline.  Versa instead proposed to defer the sale
closing until Jan. 7, 2009, by which date a significant amount of
inventory would have been sold so that the purchase price to the
Debtors would be lower, Mr. Heiman related.

This change on timing, the Debtors disclosed, is the primary
problem with the Versa transaction.  Mr. Heiman said a January
2009 closing would pose several problems, including the potential
dilution of creditor recoveries due to increased professional fees
and employee obligations, among others.  Versa, he added, refused
the DIP Lenders' offer to "bridge the gap" between the financing
Versa said it has and the necessary financing to consummate the
sale.

Mr. Heiman further related that around Oct. 15, 2008, the
Debtors received the bid from BLF Acquisition, Inc.  The
Debtors' investment bankers, Barclays Capital, advised that BLF's
proposal, although still subject to conditions, is superior to
that of Versa because:

  (a) BLF's proposal involved greater capital contribution than
      that proposed by Versa;

  (b) the Debtors' existing lenders supported BLF's efforts and
      had told Barclays that they would no longer be willing to
      finance Versa's proposed transactions; and

  (c) BLF wants to close the transaction in November 2008, which
      is what the Debtors and the Official Committee of
      Unsecured Creditors want.

Accordingly, the Debtors indicated that they no longer want to
extend the period to exercise their mutual termination rights
under the Regio/Versa APA.  Backed by Barclays' recommendation,
the Debtors' counsel, the Committee of Lenders, the Special
Committee, which consists of the Debtors' chief restructuring
officer and their independent director, recommended to the board
of directors the termination of the Versa APA.  The Debtors then
terminated the Versa APA, and on the Special Committee's advice,
entered into the Purchase Agreement with BLF.

In response, Versa said it is disappointed of the Debtors'
statement in support of the BLF APA.  Versa said that the Debtors
attempt to malign its now-terminated transaction with the Debtors.

"Rather than simply focusing on the attributes of the insider
transaction, for which they are now seeking Court approval, the
Debtors divert their opening remarks to attack their potential
transaction with Versa as if such attack would support the insider
transaction," Robert S. Brady, Esq. at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, complained.

Mr. Brady said the only logical explanation for the Debtors'
preemptive action is to avoid their obligations to pay the break-
up fee and compensative Versa for their decision to pursue a
transaction with the Debtors' "insiders" led by their previous and
current chairman and chief executive officer.

Versa asserted that given the circumstances, it is entitled to a
break-up fee under the Regio APA, and an administrative expense
claim against the Debtors pursuant to the Regio APA and all
principles of equity, particularly given the substantial value
that Versa has preserved and created for the Debtors' estate by
both providing a lifeline to stave off a liquidation and a
platform on which to negotiate a going-concern transaction.

In light of the termination of the Regio APA, Versa asks the
Court to clarify any order approving the BLF APA to require that
the insider group be responsible for Versa's break-up fee at the
closing, or provide other assurances to preserve Versa's rights
to the break-up fee and other claims under the Regio APA.

                        About Boscov's Inc.

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

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

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

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

(Boscov's Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CAPITAL AUTOMOTIVE: Bank Debt Sells at Substantial Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Capital Automotive
REIT is a borrower traded in the secondary market at 41.90 cents-
on-the-dollar during the week ended November 28, 2008.  This
represents a drop of 6.10 percentage points from the previous
week, the Journal relates.  The syndicated loan matures on
December 16, 2010, and Capital Automotive pays 175 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's Ba1 rating and Standard & Poor's BB+ rating.

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

Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 49.50 cents-on-the-
dollar during the same period, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  This
represents a drop of 7.07 percentage points from the previous week
-- when it traded at 56.57 cents-on-the-dollar -- the Journal
relates.  The syndicated loan matures on March 29, 2012, and Lear
pays 250 basis points over LIBOR to borrow under the facility.
The bank loan is unrated.

Participations in a syndicated loan under which Swift
Transportation Co. Inc., is a borrower traded in the secondary
market at 43.08 cents-on-the-dollar during the same period, which
represents a drop of 5.71 percentage points from the previous
week.  The syndicated loan matures on March 15, 2014, and Lear
pays 275 basis points over LIBOR to borrow under the facility.
The bank loan carries Moody's B1 rating and Standard & Poor's B+
rating.

Capital Automotive -- http://www.capitalautomotive.com/--
headquartered in McLean, Virginia, is a self-administered, self-
managed real estate investment trust.  Formed in 1997, Capital
Automotive acquires real property and improvements used by
operators of multi-site, multi-franchised automotive dealerships
and related businesses.  The specialty finance company has more
than $3.8 billion invested in more than 590 automotive franchise
facilities, and more than 17.5 million square feet of buildings on
more than 3,100 acres in 38 states and Canada.

Capital Automotive common shareholders voted on December 14, 2005,
to approve the Agreement and Plan of Merger among the company,
Capital Automotive L.P., Flag Fund V LLC, a Delaware limited
liability company, CA Acquisition REIT, a Maryland real estate
investment trust, and CALP Merger LP, a Delaware limited
partnership, and approve the merger, pursuant to which Flag Fund
will acquire the company and its subsidiaries.


CHRYSLER LLC: In Talks With Union to Stop Idled Worker Payment
--------------------------------------------------------------
General Motors Corp., Ford Motor Co., and Chrysler LLC are
negotiating with the United Auto Workers union to stop a program
that pays idled workers, Matthew Dolan at The Wall Street Journal
reports, citing people familiar with the matter.

Gary Haber at The News Journal relates that "jobs bank" is a
unique protection for laid-off workers.  According to the report,
laid-off workers are placed in the jobs bank, where they can get
about 95% of their usual pay and benefits.  WSJ says that GM, Ford
Motor, and Chrysler are trying to eliminate or scale back the
program as part of an effort to secure a $25 billion loan from the
government.  The News Journal states that the jobs bank doesn't
start until laid-off employees exhaust a period of unemployment
benefits and supplemental pay from the company.

Citing GM spokesperson Tony Sapienza, the News Journal states that
said that the workers can start benefiting from the jobs bank when
they have been idled for 48 weeks.  The report states that the
workers would get unemployment benefits and supplemental pay of
85% of pay.  GM, according to the report, can remain in the jobs
bank for up to two years, but will lose their pay and benefits if
they refuse a single job offer at a GM plant within 50 miles of
their home plant, or turn down four job offers at GM plants more
than 50 miles away.

Critics say that the "jobs banks" are a disadvantage for GM, Ford
Motor, and Chrysler, as they are an "overly generous benefit" at
firms that report billions in losses, The News Journal states.

The News Journal quoted UAW President Ron Gettelfinger as saying,
"We're on the verge of eliminating that provision."

UAW Wants Cos. to Curb Corporate Pay, Bonuses & Severance Pays

Citing Gettelfinger, Reuters relates that Ford Motor, GM, and
Chrysler should limit corporate pay, bonuses, and severance
packages in return for government loans.  Reuters quoted Mr.
Getterlfinger as saying, "They need to establish that executive
compensation is something that they're willing to curtail, as well
as bonuses and 'golden parachutes' on exiting the business.  They
can also give the government an equity stake in the business."

Mr. Gettelfinger said on CNN that the automakers need a loan to
help them survive a tough period.  According to WSJ, Mr.
Gettelfinger said, "It's not just here in the United States and
this is not a bailout, this is a loan, a bridge loan that will get
us through until we can take a longer term look at what needs to
be done in the industry."

Union wages weren't the key cause of waning sales at the
companies, Reuters states, citing Mr. Gettelfinger.

                       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.


                       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: Aims for Dec. 18 Auction for Closing Store Leases
---------------------------------------------------------------
Circuit City Stores, Inc., and its affiliated debtors ask approval
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to auction off property leases affected by their store
closings.

Circuit City, before filing for bankruptcy, commenced store-
closing sales at 154 locations.  The Debtors want to promptly
auction off the leases to cut the $6,000,000 per month in rent
that they are liable under those leases, and to obtain value from
those leases.

The Debtors contemplate a December 15, 2008 deadline to submit
bids and a December 18 auction for those leases.  All bids require
a good-faith deposit equal to the greater of 15% of the bid
amount, or $5,000 for each Lease on which the bidder submits a
bid.

The Debtors will pay amounts necessary to cure defaults, if any,
under leases that will be assumed and assigned to the winning
bidders.  A full-text copy of the leases that have amounts
outstanding is available for free at:

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

Deadline for landlords or contract counterparties to object to the
listed cure amounts is on Dec. 10, 2008.

To avoid unnecessary spending of estate resources, the Debtors
propose that the leases not included in the sale be deemed
rejected as of Dec. 31, 2008.  The Debtors will post a list of the
sold leases in their claims agent's Web site.

Objections to the assumption and assignment, to the winning
bidders, of the sold leases are due December 20.

According to Bill Rochelle of Bloomberg News, Circuit City hopes
"to be in a position to emerge from Chapter 11 in the first half
of 2009."

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


CIRCUIT CITY: Court Sets Dec. 19 Bar Date for 503(b)(9) Claims
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
imposed a December 19, 2008 deadline for filing, against Circuit
City Stores, Inc., and its affiliates, administrative claims under
Section 503(b)(9) of the Bankruptcy Code.

Section 503(b)(9) of the Bankruptcy Code provides that sellers of
goods may request allowance of an administrative expense claim for
the value of goods received by a debtor in the ordinary course of
business within 20 days of the Petition Date.

The Debtors received goods in the ordinary course of business
prior to the Petition Date.  Thus, the Debtors believe that the
vendors and suppliers of goods that delivered goods to the Debtors
during the 20 days prior to the Petition Date will likely seek
allowance of Section 503(b)(9) Claims.

Gregg M. Galardi, Esq., Skadden, Arps, Slate, Meagher & Flom, LLP,
in Wilmington, Delaware, relates that holders of Section 503(b)(9)
Claims have likely received payment on prepetition invoices and,
thus, the analysis and ultimate allowance of Section 503(b)(9)
Claims might implicate issues regarding the holders' application
of recent payments and whether a Section 503(b)(9) Claimant was
the recipient of a voidable transfer.

                 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: Gets Court Nod to Honor Gift Cards
------------------------------------------------
Circuit City Stores, Inc., won permission from the U.S. Bankruptcy
Court for the Eastern District of Virginia to, among other things,
honor gift cards, in connection with their customer satisfaction
programs.

Before filing for bankruptcy and in the ordinary course, the
Debtors received from payments from customers, including those for
gift or similar certificates that customers had not yet redeemed,
and payments for warranties on products purchased from the
Debtors.

While the Bankruptcy Code requires prepetition claimants to line
up with other creditors and wait for payment until a Chapter 11
plan is confirmed, the Debtors sought Court honor prepetition
obligations under their customer satisfaction programs.  The
Debtors relate that the success and viability of their business,
and ultimately their ability to successfully reorganize, are
totally dependent upon the patronage and loyalty of their
customers.

The Debtors asked for permission to:

  -- receive, process and honor credit card transactions in the
     ordinary course of business;

  -- honor all rewards points earned through customers' use of
     the Debtors' private label credit cards;

  -- honor all obligations associated with merchandise warranties
     and guarantees established prior to the Petition Date;

  -- honor all gift cards issued prior to the Petition Date;

  -- honor all obligations associated with rebates offered;

  -- provide refunds to customers with respect to products
     purchased;

  -- honor all obligations to third-party customer service
     providers; and

  -- honor all other similar policies, programs and practices of
     the Debtors in the ordinary course of business.

                 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: Limits Trading of Securities to Keep Tax Attributes
-----------------------------------------------------------------
Circuit City Stores, Inc., and its affiliates obtained interim
approval to limit trading of their securities in order to protect
an asset -- their significant net operating losses.  The U.S.
Bankruptcy Court for the Eastern District of Virginia will hear
the proposal on Dec. 5 if parties-in-interest object.

Douglas M. Foley, Esq., at McGuireWoods LLP, in Richmond,
Virginia, relates that the Debtors have gained tax attributes on
account of losses in excess of $470,000,000.  However, the Debtors
may be unable to take advantage of trading of their stock is not
restricted. Section 382 of the Internal Revenue Code limits the
ability of a corporation that undergoes a change of ownership to
use its NOL and certain other tax attributes to offset future
income.

"The Tax Attributes are of significant value to the Debtors and
their estates because the Debtors can carry forward their NOLs to
offset their future taxable income for up to 20 taxable years,
thereby reducing their future aggregate tax obligations and
freeing up funds to meet working capital requirements and service
debt. [Those] NOLs may also be utilized by the Debtors to offset
any taxable income generated by transactions completed during the
Chapter 11 Cases," Mr. Foley says.

                 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: Proposes to Pay $6.55-Mil. Owed to Foreign Vendors
----------------------------------------------------------------
Circuit City Stores, Inc., and its affiliates seek approval from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
pay $6.55 million to non-U.S. based parties who supply them goods
and services essential for their businesses.

While the U.S. Bankruptcy Code allows a Chapter 11 debtor to delay
payment of prepetition claims, Circuit City is worried that,
absent payment, these Foreign Vendors may cease providing
merchandise, to the detriment of the company.

The Debtors transact business with numerous foreign vendors and
other suppliers of goods and services in countries including
Brazil, Canada, China, France, Germany, Great Britain, Hong Kong,
India, Ireland, Italy, Japan, Korea, Malaysia, Mexico, New
Zealand, Romania, and Taiwan, which manufacture merchandise, like
digital electronic devices and electronics accessories, for the
Debtors.

The Debtors informed the Court that without the Foreign Vendors,
they would likely be unable to provide merchandise to their
customers.  These Foreign Vendors, are not subject to the
jurisdiction of the Court, and would likely halt delivery of goods
absent payment of their claims.

The Debtors relate that in return for the $6.55 million in
payment, they will ask the Foreign Vendors to continue to provide
goods and services on the most favorable terms in effect between
the supplier and the Debtors during the past six months.  Prior to
making payment, the Debtors may also seek to settle prepetition
claims by vendors at a discount.

The Court has granted the request on an interim basis.  Judge
Huennekens will convene a final hearing on December 5, 2008, at
10:00 a.m., to consider the request.

                 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: To Pay Retained and Terminated Employees
------------------------------------------------------
Circuit City Stores, Inc., sought permission from the U.S.
Bankruptcy Court for the Eastern District of Virginia to pay
amounts owing to employees -- both current and former -- for
services rendered before their bankruptcy filing.

The average monthly payroll for the employees in the typical non-
Christmas season month is around $86,000,000, including employer
payroll taxes.

Proposed counsel for the Debtors, Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher & Flom, LLP, in Wilmington,
Delaware, informs the Court that as of November 1, 2008,
approximately $7,900,000 exists in accrued but unpaid payroll for
salaried employees, and $13,300,000 for hourly employees.  He
notes that there are presently no employees, who are owed in
excess of $10,950 for prepetition wages or salaries.

The Debtors ask the Court to:

  (a) authorize, but not direct, them to pay prepetition wages,
      salaries, bonuses, reimbursements, and other compensation;

  (b) authorize, but not direct, them to continue the
      maintenance of employee benefit programs, including
      prepetition withholdings and payroll-related taxes, in the
      ordinary course of business; and

  (c) direct all banks to honor prepetition checks for payment
      of prepetition employee obligations.

Prior to the Petition Date, the Debtors notified over 700
employees that their employment was being terminated, and in
accordance with the requirements of the Worker Adjustment and
Retraining Notification Act, provided those employees with notice
that the effective date of the termination would be 60 days from
the notice date. Notwithstanding the provisions of the WARN Act,
in the event employees are terminated prior to the commencement
of a bankruptcy case, claims based on the WARN Act are not
entitled to administrative expense priority under Section
503(b)(1) of the Bankruptcy Code, Mr. Galardi contends.

The Debtors, however, seek the Court's authority to pay the WARN
Employees the wages, salaries and benefits that the employees
would be entitled to earn over the balance of the 60-day WARN
Period, even though it is extremely unlikely that those employees
will be recalled by the Debtors as a result of the commencement
of the Chapter 11 cases, and thus, will provide no further
services to the Debtors.

The Debtors believe that, under the circumstances and given the
Debtors' intent to attempt to successfully reorganize or sell
their business as a going concern, the authorization is critical.
They maintain that the payments are essential to stabilize their
workforce, and improve overall employee morale in this critical
period in the Debtors' restructuring efforts.  The Debtors
estimate that the aggregate cost associated with continuing the
payment to the WARN Employees is approximately $8,000,000 to
$10,000,000, which amount has been included in their DIP budget.

                   Court Okays Certain Payments

Circuit City Bankruptcy News reports that the Court has authorized
the Debtors to pay their obligations to their employees, including
prepetition wages, salaries, bonuses, reimbursements, and other
compensation and benefit programs

The Court, however, clarified that relief provided in the order
with respect to payments to WARN employees is granted on an
interim basis.  If no objection is filed within 15 days, the
relief will automatically become a final and non-appealable
without further Court order.

                  Panel Objects to WARN Payments

According to Bankruptcy Law360, the committee of unsecured
creditors of Circuit City objects to the Debtors' proposal to pay
laid-off employees under the WARN Act.  The Committee, the report
says, believes it is best for the Debtors to keep the money at
this critical juncture.

                 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).


CLAIRES STORES: Bank Loan Sells at 59% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores is
a borrower traded in the secondary market at 40.84 cents-on-the-
dollar during the week ended November 28, 2008, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 3.31 percentage points from
the previous week, the Journal relates.  The syndicated loan
matures on May 29, 2014, and Claire's Stores pays 275 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's B2 rating and Standard & Poor's B rating.

Separately, Claire's Stores said November 14, 2008, that Mark
Smith will no longer serve as President of its European operations
as of January 18, 2009.  Mr. Smith has agreed to serve as an
advisor to the senior management of the company after his
departure.

Headquartered in Pembroke Pines, Florida, Claire's Stores Inc.
(NYSE: CLE) -- http://www.clairestores.com/-- is a specialty
retailer of value-priced jewelry and accessories for girls and
young women through its two store concepts: Claire's and Icing.
While the latter operates only in North America, Claire's operates
worldwide.  As of May 3, 2008, Claire's Stores, Inc. operated
3,053 stores in North America and Europe.  Claire's Stores Inc.
also operates through its subsidiary, Claire's Nippon Co. Ltd.,
201 stores in Japan as a 50:50 joint venture with AEON Co. Ltd.
The company also franchises 169 stores in the Middle East, Turkey,
Russia, South Africa, Poland and Guatemala.

                         *     *     *

As reported in the Troubled Company Reporter on September 29,
2008, Moody's Investors Service confirmed Claire's Stores, Inc.,
long term ratings, including its probability of default rating at
Caa1.  In addition, Moody's affirmed Claire's speculative grade
liquidity rating at SGL-4.  The rating outlook is negative.  The
confirmation reflects Moody's view that the Caa1 appropriately
reflects higher-than-average probability of default over the near
to medium term, given what Moody's views as an overleveraged and
unsustainable capital structure.  It also reflects the view that
the company will be able to fund its free cash flow deficits with
excess cash over the next 12 months, providing it some time in
order to improve operating performance.

The TCR related on May 6, 2008, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Claire's Stores
Inc. to 'B-' from 'B'.  At the same time, S&P lowered the ratings
on the company's US$1.65 billion senior secured credit facilities
to 'B' from 'B+', its US$600 million senior unsecured notes to
'CCC+' from 'B-', and its US$335 million senior subordinated notes
to 'CCC' from 'CCC+'.  S&P said the outlook is negative.


CLUB AT WATERFORD: Amends List of 20 Largest Unsecured Creditors
----------------------------------------------------------------
The Club at Waterford, LP, submitted to the U.S. Bankruptcy Court
for the Western District of Texas an amended list of its 20
largest unsecured creditors:

     Entity                        Claim Amount
     ------                        ------------
Greenberg Traurig                    $71,104
2200 Ross Avenue, Suite 5200
Dallas, TX 75201

Woodside Partners                    $60,500
812 Anacapa Street, Suite A
Santa Barbara, CA 93101

B & B Electric                       $50,500
P.O. Box 4262
Austin, TX 78765

LCRA                                 $50,000
11612 Bee Caves Rd.
Bldg. 1, Suite 1501
Austin, TX 78738

Plant It, Inc.                       $39,116
10010 Creekwood Path
Spring Branch, TX 78070

Apex Drilling                        $38,904
P.O. Box 867
Marble Falls, TX 78654

Textron Financial Corp./E-Z-Go       $34,880
Dept. AT 40219
Atlanta, GA 31192-0219

Freeman & Corbett LLP                $27,957
8500 Bluffstone Court, Suite B-104
Austin, TX 78759

Lone Star Geo Products, LLC          $25,088
P.O. Box 60984
Charlotte, NC 28260

Planned Environment                  $22,734
2219 West Lake Drive
Austin, TX 78746-2932

Willis-Sherman Associates, Inc.      $19,204
310 Main Street
Marble Falls, TX 78654

Marsh & Associates                   $18,382
383 Inverness Parkway
Englewood, CO 80112

Triple S Petroleum                   $17,591
P.O. Box 6156
Austin, TX 78762

Contech Bridge Solutions, Inc.       $16,063
9025 Centre Point Dr., Suite 400
Westchester, OH 45069

Home Depot/Citibank USA, NA          $15,814
c/o LTD Financial Services, LP
7322 Southwest Freeway, Suite 1600
Houston TX 77074

Based in Marble Falls, Texas, The Club at Waterford, LP, is a
single real estate debtor.  The company filed for bankruptcy
protection on Oct. 6, 2008 (Bankr. W.D. Tex. Case No. 08-11925).
Joseph D. Martinec, Esq., at Martinec, Winn, Vickers & McElroy,
P.C., represents the Debtor 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.


CLUB AT WATERFORD: May Employ Martinec Winn as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
granted The Club at Waterford, LP, permission to employ Martinec,
Winn, Vickers & McElroy, P.C. as bankruptcy counsel.

As the Debtor's bankruptcy counsel, Martinec Winn will provide
these services:

  a) Counseling with the Debtor concerning the conduct of a
     bankruptcy case, preparation of the schedules, statement of
     affairs, Chapter 11 Disclosure Statement and Plan, and all
     other documents needed to conduct the case;

  b) Attendance, with the Debtor at the Section 341 meeting and
     the confirmation hearing in this case;

  c) Conferences and negotiations with the creditors in this case,
     especially with secured creditors concerning the issues of
     value of collateral, adequate protection, curing defaults,
     and other matters;

  d) Drafting and filing any needed amendments to the Disclosure
     Statement and Plan, objections to the Disclosure Statement
     and Plan, objections to claims, motions to sell or buy
     property, motions to approve postpetition financing, motions
     for orders approving the use of cash collateral, and other
     matters necessary to complete the Plan successfully;

  e) Representing the Debtor in connection with any motions to
     lift stay or adequate protection motions during the case;

  f) Counseling with the Debtor as needed throughout the course of
     the case; and

  g) Other matters as may be agreed upon by Debtor and Applicant
     which are related to business operations that may occur
     during the Plan process, including collection matters and
     litigation in federal and state court as may be required to
     enforce claims.

Applicant is authorized to draw down on the retainer or funds for
professional fees made available under any approved cash
collateral order monthly, after 15 day negative notice to the
Debtor, the United States Trustee, the top 20 unsecured creditors
or any unsecured creditor committee, and any cash collateral
creditor, in an amount not to exceed 100% of the expenses and 80%
of the fees for services rendered that month.  Any amount drawn
down remains subject to an approved fee application.

As compensation for their services, Martinec Winn's professionals
bill:

                                   Hourly Rate
                                   -----------
        Joseph D. Martinec, Esq.      $350
        Rebecca S. McElroy. Esq.      $350
        Ed Winn, Esq.                 $300
        Lee Vickers, Esq.             $300
        Legal Assistants               $90
        Law Clerks                     $35
        Administration                 $20

Joseph D. Martinec, an attorney at Martinec Winn, assured the
Court that the firm has no connection with the Debtor, its
creditors, any other party in interest, their respective attorneys
and accountants, the U.S. Trustee, or any person employed in the
office of the U.S. Trustee.

Based in Marble Falls, Texas, The Club at Waterford, LP is a
single real estate debtor.  The company filed for bankruptcy
protection on Oct. 6, 2008 (Bankr. W.D. Tex. Case No. 08-11925).
Joseph D. Martinec, Esq., at Martinec, Winn, Vickers & McElroy,
P.C., represents the Debtor 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.


CLUB AT WATERFORD: Secured Creditor Asks Court to Dismiss Case
--------------------------------------------------------------
Stark Master Fund Ltd., a secured creditor of The Club at
Waterford, LP, asks the U.S. Bankruptcy Court for the Western
District of Texas to dismiss the Debtor's Chapter 11 bankruptcy
case or, in the alternative, determine that the Debtor is subject
to Sec. 362(d)(3), because:

a) there is substantial and continuing loss to and diminution of
    the estate and there is no reasonable likelihood of
    rehabilitation; and

b) the Debtor filed this bankruptcy in bad faith to delay Stark's
    scheduled foreclosure of its property.

Stark states that on or about May 19, 2006, Stark's predecessor in
interest, First National of America, Inc., made a loan of
$28,600,000 to the Debtor for use in developing an approximately
561 acre tract near Austin, Texas to be known as the Waterford
Club.  Stark says that it is the sole beneficiary of the
promissory note and holds a duly perfected first-priority security
interest in the property and the golf course.

As of the Petition Date, the Debtor owed Stark $28,345,295 in
unpaid principal and $1,695,599 in unpaid interest.

Stark tells the Court that the Debtor has completed but is not
operating an 18-hole golf course on the property, that it has
generated no income in at least two years, and that it cannot
generate income through sales nor operate its assets to create
cash flow.

In addition, Stark tells the Court that the Debtor's principals do
not have the money to fund a plan and because it has no access to
funds, the Debtor will not be able to make the approximately
$230,000 per month payments required by Sec. 362(d)(3)(B).
Because the Debtor will not be able to comply with Sec. 362(d)(3),
the stay should lift on or around Jan. 5, 2009, thus precluding
any possibility that the Debtor can be rehabilitated.

Based in Marble Falls, Texas, The Club at Waterford, LP is a
single real estate debtor.  The company filed for bankruptcy
protection on Oct. 6, 2008 (Bankr. W.D. Tex. Case No. 08-11925).
Joseph D. Martinec, Esq., at Martinec, Winn, Vickers & McElroy,
P.C., represents the Debtor 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.


CLUB AT WATERFORD: Files Schedules of Assets and Liabilities
------------------------------------------------------------
The Club at Waterford, LP, filed with the U.S. Bankruptcy Court
for the Western District of Texas, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------      -----------
  A. Real Property               $49,657,500
  B. Personal Property            $1,850,043
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $30,866,361
     Secured Claims
  E. Creditors Holding                                $55,051
     Unsecured Priority
     Claims
  F. Creditors Holding                             $4,103,343
     Unsecured Non-priority
     Claims
                                  -----------     -----------
         TOTAL                    $51,507,543     $35,024,755

Based in Marble Falls, Texas, The Club at Waterford, LP, is a
single real estate debtor.  The company filed for bankruptcy
protection on Oct. 6, 2008 (Bankr. W.D. Tex. Case No. 08-11925).
Joseph D. Martinec, Esq., at Martinec, Winn, Vickers & McElroy,
P.C., represents the Debtor 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.


COMMERCIAL ALLOYS: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Commercial Alloys Corporation
        1831 E. Highland Road
        Twinsburg, OH 44087

Bankruptcy Case No.: 08-64060

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
M & M Drying, Ltd                                  08-64058

Chapter 11 Petition Date: November 26, 2008

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Marc Merklin, Esq.
                  mmerklin@brouse.com
                  Brouse McDowell, LPA
                  388 S. Main Street, Suite 500
                  Akron, OH 44311
                  Tel: (330) 535-5711
                  Fax: (330) 253-8601

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
PSC Metals Inc.                -                 $927,806
P.O. Box 643476
Cincinnati, OH 45264

AAP St. Marys Corporation      -                 $813,219
1100 McKinley Road
Saint Marys, OH 45885

Wise Recycling LLC             -                 $643,784
857 Elkridge Landing Rd., #600
Linthicum Heights, MD 21090

Traco                          -                 $552,480

Yaffe Companies, The           -                 $500,171

Progress Rail Services         -                 $400,736

Indalex Inc.                   -                 $385,915

Wolfe Metals Company           -                 $349,712

Huron Valley Steel Corp        -                 $332,342

Suncoast Metals, LLC           -                 $312,582

Kormet Enterprises, Inc.       -                 $218,160

Joseph Freedman Co., Inc.      -                 $202,733

Louisiana Scrap Metals         -                 $189,912

Hayes Lemmerz                  -                 $187,596

Graham Architectural Products  -                 $183,942

David J. Joseph Co.            -                 $176,885

Macon Iron & Paperstock        -                 $174,666

Metal Source, LLC              -                 $145,838

The petition was signed by Lawrence C. Musarra, president of the
company.


COMMERCIAL ALLOYS: Files for Chapter 11 Bankruptcy in Ohio
----------------------------------------------------------
Commercial Alloys Corp. along with six of its affiliates sought
protection from its creditors under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the Northern District of Ohio, citing unfavorable trading prices
and inefficiencies at its plants, according to Erik Larson of
Bloomberg News.

The company said it lost revenue due to (i) poor inventory
control; (ii) inefficient purchasing; (iii) inexperienced
personnel; and (iv) a 50-day shutdown of a metal shredder, Mr.
Larson relates.  The company further said that the unfavorable
impact of rising prices for contracts sold on the London Metal
Exchange attributed to the bankruptcy filing, Mr. Larson
continues.

National City Corp., Mr. Larson says, cuts the company's credit
when it defaulted on its obligation.  The company owes
$23.5 million on a 2006 revolving credit facility to its lenders
who are units of National City, Mr. Larson citing papers filed
with the Court.

The company, Mr. Larson says, has assets of less than $50 million
and debts of more than $100 million in its filing.

Commercial Alloys' units are M&M Drying, National Transportation
Solutions, Commercial Alloys Sales, Aluminum One of Alabama,
Minerva Real Estate, GC Brown Family LP and 7525 Roy Owens Blvd.,
Mr. Larson notes.

Commerical Alloys Corp. -- http://www.commercialalloys.com/--
provides aluminum scrap collections.


COMMERCIAL MORTGAGE: Owes More Than $60MM in Promissory Notes
-------------------------------------------------------------
Sean F. Driscoll at Rrstar.com reports that Commercial Mortgage &
Finance Co. owes more than $60 million in promissory notes.

According to Rrstar.com, the promissory notes had higher interest
rates than traditional certificates of deposit and were offered by
Commercial Mortgage on six- or nine-month terms.  They weren't
insured by the Federal Deposit Insurance Corp., Rrstar.com
relates.  They were purchased by individuals and firms that used
them as investments for their savings, Rrstar.com states.  Many
investors rolled the notes over when they were due, according to
the report.

Court documents say that the investments range from more than a
half-million dollars spread over multiple notes to thousands of
dollars.  Commercial Mortgage listed several businesses as holders
of the promissory notes, Rrstar.com relates.

Rrstar.com reports that a creditors meeting will be held at
10 a.m. on Dec. 12, 2008, at the Coronado Performing Arts Center,
314 N. Main Street, after a prior meeting was canceled because the
venue couldn't accommodate the hundreds of people who attended the
meeting.

                  About Commercial Mortgage

Rockford, Illinois-based Commercial Mortgage & Finance Co. offers
promissory notes to customers on a nine- or 12-month term as an
investment opportunity.  The company filed for Chapter 11
protection on Oct. 7, 2008.  Gregory J. Jordan, Esq., at
Polsinelli Shalton Flanigan Suelthaus PC represents the Debtor in
its restructuring effort.  The company listed assets below $50,000
and liabilities below $50,000.


CONSECO INC: A.M. Best Cuts Issuer Credit, Sr. Debt Ratings to b+
-----------------------------------------------------------------
A.M. Best Co. removed on November 20, 2008, all ratings from under
review of Conseco, Inc. (Conseco) (Carmel, IN) [NYSE: CNO] and its
core insurance subsidiaries. A.M. Best also has downgraded the
issuer credit rating (ICR) and senior debt ratings to "b+" from
"bb-" of Conseco. Concurrently, A.M. Best has affirmed the
financial strength rating (FSR) of B+ (Good) and ICRs of "bbb-" of
Conseco's core insurance subsidiaries. All the ratings have been
assigned a negative outlook.

These rating actions follow Conseco's recent completion of its
plan to divest Conseco Senior Health Insurance Company (CSHI)
(Bensalem, PA), which included a final capital contribution of
$175 million to a newly formed independent trust.

A.M. Best recognizes the favorable credit impact of the
divestiture of CSHI and management's strategic efforts to
stabilize Conseco's core insurance operations. However, given the
significant equity market volatility and deteriorating investment
and economic climate, A.M. Best is cautious regarding Conseco's
ability to weather further declines in statutory or GAAP equity
and the potential impact of additional investment losses without
breaching its debt covenants. Specifically, A.M. Best believes
that Conseco's level of financial flexibility is limited as its
senior credit facility covenants require a debt-to-capital ratio
below 30% (currently estimated at 28%) and minimum consolidated
statutory surplus of $1.27 billion (roughly $1.43 billion as of
September 30, 2008). A.M. Best notes that, consistent with the
vast majority of the industry, Conseco's investment portfolio is
in a substantial unrealized loss position mainly due to the
widening of corporate credit spreads. A.M. Best believes that
general account portfolios will experience further credit
deterioration given the increased likelihood of rising defaults in
corporate bonds and commercial mortgages in response to the
severely stressed recessionary economic environment. Additionally,
A.M. Best notes that Conseco's portfolio, consistent with industry
peers, has a high percentage of unrealized losses related to bonds
in the financial services sector, which may need to be impaired.

Currently, Conseco is exploring several initiatives, which could
potentially improve its statutory capital position materially. If
one or more of these strategies are executed at favorable terms
and overall economic conditions improve, A.M. Best would consider
revising all rating outlooks to stable.

These debt rating has been downgraded:

Conseco, Inc.
   -- to "b+" from "bb-" on $300 million 3.5% senior unsecured
convertible debentures, due 2035

The ICR has been downgraded to "b+" from "bb-" for Conseco, Inc.

The FSR of B+ (Good) and ICRs of "bbb-" have been affirmed for the
core life/health insurance subsidiaries of Conseco, Inc.:

   -- Bankers Life and Casualty Company
   -- Colonial Penn Life Insurance Company
   -- Conseco Health Insurance Company
   -- Conseco Insurance Company
   -- Bankers Conseco Life Insurance Company
   -- Conseco Life Insurance Company
   -- Washington National Insurance Company


COVENTRY HEALTH: A.M. Best Keeps "B" FSR & "bb+" ICR for 3 Units
----------------------------------------------------------------
A.M. Best Co. on November 19, 2008, revised the outlook to
negative from stable and affirmed the financial strength ratings
(FSR), issuer credit ratings (ICR) and debt ratings of Coventry
Health Care, Inc. (Coventry) [NYSE: CVH] (Delaware) and its
subsidiaries.

The negative outlook reflects Coventry's 34% decline in net income
for the first nine months of 2008. The deterioration in earnings
was driven by a 300 basis points increase in the commercial
medical loss ratio as well as a 770 basis points increase in the
Medicare Advantage medical loss ratio. Coventry implemented
pricing actions and some operational improvements intended to
reduce the medical loss ratio; however, earnings are not expected
to return to the prior year's level in the near term. In addition,
Coventry's financial leverage increased significantly following
the Vista acquisition in 2007 and a $440 million credit facility
borrowing in October 2008. The debt-to-capitalization ratio is
expected to reach 35%-36% by year-end 2008 compared to 30.7% as of
September 30, 2008. Earnings before interest and tax (EBIT)
coverage has already declined to 7.7% as of September 30, 2008
compared to 13% as of year-end 2007 and is expected to drop
further as the interest expense increases. Although the credit
facility borrowing is intended to mitigate liquidity concerns
related to the current economic environment, A.M. Best is
concerned about the increased financial leverage combined with
lower earnings and reduced dividends from the health plans.

The ratings recognize Coventry's sufficient risk-based
capitalization (RBC) level, growing business diversification and
non-regulated cash flows. The company plans to support RBC levels
at the subsidiaries through capital contributions as well as
reduced dividends. Coventry's historical dependency on its
regulated subsidiaries has diminished following the acquisitions
of First Health Group Corporation (First Health) and Concentra
workers compensation business (Concentra), which added
diversification to Coventry's product portfolio and significantly
expanded its geographic reach. The predominantly non-risk cash
flow from First Health and Concentra have contributed to
Coventry's non-regulated earnings growth as well as non-regulated
cash flows.

These debt ratings have been affirmed with a revised outlook to
negative from stable:

   Coventry Health Care, Inc.

      -- "bbb-" on $250.0 million 5.875% seven year senior
unsecured notes, due 2012
      -- "bbb-" on $250.0 million 6.125% 10-year senior unsecured
notes, due 2015
      -- "bbb-" on $400.0 million 5.950% 10-year senior unsecured
notes, due 2017
      -- "bbb-" on $400.0 million 6.300% seven year senior
unsecured notes, due 2014

      The ICR of "bbb-" has been affirmed for Coventry Health
Care, Inc., with a revised
outlook to negative from stable.

The FSR of A- (Excellent) and ICRs of "a-" have been affirmed with
a revised outlook to negative from stable for these selected
subsidiaries of Coventry Health Care, Inc.:

   * Carelink Health Plans, Inc.
   * Coventry Health and Life Insurance Company
   * Coventry Health Care of Georgia, Inc.
   * Group Health Plan, Inc.
   * HealthAmerica Pennsylvania, Inc.
   * HealthAssurance Pennsylvania, Inc.

The FSR of B++ (Good) and ICRs of "bbb+" have been affirmed with a
revised outlook to negative from stable for these subsidiaries of
Coventry Health Care, Inc.:

   * Altius Health Plans
   * Coventry HealthCare of Iowa, Inc.
   * WellPath Select, Inc.
   * PersonalCare Insurance of Illinois, Inc

The FSR of B++ (Good) and ICRs of "bbb" have been affirmed with a
revised outlook to negative from stable for these subsidiaries of
Coventry Health Care, Inc.:

   * First Health Life & Health Insurance Company
   * Cambridge Life Insurance Company
   * Coventry Health Care of Kansas, Inc.
   * Southern Health Services, Inc.

The FSR of B+ (Good) and ICRs of "bbb-" have been affirmed with a
revised outlook to negative from stable for these subsidiaries of
Coventry Health Care, Inc.:

   * Coventry Health Care of Louisiana, Inc.
   * Coventry Health Care of Delaware, Inc.
   * Coventry Health Care of Nebraska, Inc.
   * HealthCare USA of Missouri, LLC
   * OmniCare Health Plan, Inc.

An FSR of B (Fair) and ICRs of "bb+" have been affirmed with a
revised outlook to negative from stable for these subsidiaries of
Coventry Health Care, Inc.:

   * Vista Healthplan, Inc.
   * Vista Healthplan of South Florida, Inc.
   * Summit Health Plan, Inc.


DELPHI CORP: Court Allows Reargument of Fraud Claim Order
---------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York has issued a ruling with respect to Appaloosa
Management, L.P. and A-D Acquisition Holdings, LLC's request under
Rule 9023 of the Federal Rules of Bankruptcy Procedure, and Rule
9023-1 of the Local Rules for the United States Bankruptcy
Court for the Southern District of New York, for an order:

    (i) granting reargument of the Court's August 11, 2008,
        decision and, upon reargument, dismissing:

          * Claims One (Breach of Contract against Investors
            under the Equity Purchase and Commitment Agreement)
            and Two (Breach of Contract against the parties to
            the Commitment Letter Agreements) to the extent that
            such claims seek specific performance or damages
            against ADAH and AMLP in excess of $250 million and

          * Claims Three (claim for all defendants to perform
            under Delphi's confirmed plan pursuant to Section
            1142 of the Bankruptcy Code) and Four (claim of
            fraud against Appaloosa) as against ADAH and AMLP,
            and

  (ii) striking paragraphs 71 through 83, 129, 130, and 132 of
       the Complaint, which provides for, among many
       allegations, that even before the Court confirmed
       Delphi's Plan of Reorganization on Jan. 25, 2008,
       Appaloosa engaged in efforts to avoid its obligations
       under the EPCA and undermine the consummation of the
       Plan.
2
In his short ruling, Judge Drain said that he is granting AMLP
and ADAH's motion to reargue and strike, to the extent of hearing
reargument.  "The motion in all other respects, is denied," he
ruled.

Delphi Corp., in May 2008, sued AMLP and other parties in light of
their refusal to comply with their prior agreement to provide
$2,550,000,000 in equity exit financing to Delphi.  Appaloosa's
termination of their EPCA stalled the consummation of Delphi's
Plan of Reorganization, which was confirmed by the Court January
25, 2008, and kept Delphi in Chapter 11.

The defendants to Delphi's $2.55-billion lawsuit are:

      - Appaloosa Management L.P.;
      - A-D Acquisition Holdings, LLC;
      - Harbinger Del-Auto Investment Company, Ltd.;
      - Pardus DPH Holding LLC;
      - Merrill Lynch, Pierce, Fenner & Smith Incorporated;
      - Goldman Sachs & Co.;
      - Harbinger Capital Partners Master Fund I, Ltd.;
      - Pardus Special Opportunities Master Fund L.P.; and
      - UBS Securities LLC.

Delphi still insists that Appaloosa wrongfully terminated the
EPCA and disputes the allegations that it breached the EPCA or
failed to satisfy any condition to the Investors' obligations
thereunder as asserted by Appaloosa in its April 4 letter.

Delphi's fraud claims rely upon the events and allegations made
by Delphi in Paragraphs 71-83 of its $2,550,000,000 lawsuit
against Appaloosa and other parties.  The allegations included
that even before the Court confirmed Delphi's Plan of
Reorganization on Jan. 25, 2008, Appaloosa engaged in efforts to
avoid its obligations under the EPCA and undermine the
consummation of the Plan.

Appaloosa notes that while those "unsupported and incorrect
allegations" have been dismissed as against every other
defendant, Delphi continues to advance the false allegations as
the "core" of its claims against Appaloosa.  Accordingly,
Appaloosa asked the Court to strike Par. 71-83.

According to Reuters, Judge Drain said at a hearing on Oct. 8
that that he will reconsider Delphi's fraud claim against
Appaloosa that he had earlier dismissed.  "It seems to me that I
was unclear in what aspects of the allegations needed to be dealt
with," Judge Drain said.  "I may well have been wrong."

In that light, the parties submitted various memorandums that
back their positions with respect to Delphi's fraudulent omission
claim against Appaloosa.  Delphi wants its fraudulent omission
claim reinstated, citing that the claim is in compliance with Rule
9(b) of the Federal Rules of Civil Procedure.

                      About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.
(Delphi Bankruptcy News, Issue No. 151; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Court Gives Go Signal for Auction of Exhaust Business
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the proposed bidding and auction procedures for the sale
of Delphi Corp.'s exhaust business.

The Official Committee of Unsecured Creditors in Delphi's cases
says that it is particularly concerned that the sale of the
exhaust business may not at that price may not benefit the
Debtors, and it could be more advantageous to retain the business.
The Committee, though, has not filed a formal objection to the
sale, noting that its professionals have not yet had the
opportunity to complete its due diligence with respect to the
contemplated transaction.

As reported by the Troubled Company Reporter, Delphi Corp., and
its debtor affiliates Delphi Automotive Systems LLC, and Delphi
Technologies, Inc., sought permission to sell their exhaust
business to Bienes Turgon S.A. de C.V., subject to further market
test through an auction on December 11.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in Chicago, Illinois, relates that as part of its
transformation plan, Delphi has identified its exhaust business
as a non-core business subject to disposition.  Accordingly,
following broad marketing efforts, on November 10, 2008, Delphi
Corp. and its debtor and non-debtor affiliates entered into a
Master Sale and Purchase Agreement with Bienes Turgon S.A. de
C.V.

The Agreement contemplates a global divestiture of the Exhaust
Business to Bienes Turgon for a purchase price of $17 million,
subject to certain adjustments.

                  Sale of Global Exhaust Biz.

Delphi's global exhaust emissions business produces a broad array
of catalytic converters and related assemblies that are sold
globally and used in a variety of gas and diesel emissions
control applications. The company began making catalytic
converters in 1974 as the AC Spark Plug division of GM and at the
time of the Spin-Off, the operations became part of Delphi. The
Exhaust Business is part of Delphi's Powertrain business, a core
business of the Company.  The Exhaust Business has a global
platform with operations at six primary manufacturing sites in
Australia, China, India, Mexico, Poland, and South Africa, all
of which -- other than the Mexican and South African sites --
also manufacture other Delphi products.

Except for the Mexican site where Delphi Entities hold a minority
interest in one joint venture, Katcon S.A. de C.V., all sites are
wholly-owned or controlled by the Delphi Entities.  Sixty percent
of the Katcon joint venture is owned by Bienes Turgon and 40% is
owned by Delphi Corp's non-Debtor affiliate, Delphi Controladora,
S.A. de C.V.  Delphi Automotive Systems (Holding), Inc. owns
99.99% of DCSA, and Delphi International Holdings Corp. owns .01%
of DCSA.  Both DASHI and DIH are Debtors.  Pursuant to this
transaction, the applicable non-Debtor Seller will be selling its
equity interest in Katcon.

In addition to certain engineering capabilities at the
manufacturing sites, the Exhaust Business also has engineering
resources located at technical centers in Luxembourg and Michigan
where engineering personnel carry out their responsibilities to
develop and test the Exhaust Business' products and associated
processes.

The dedicated workforce for the Exhaust Business is comprised of
approximately 135 salaried and 158 hourly employees.  Of these
employees, 23 are U.S. employees, all of whom are salaried
employees (primarily engineers).

The Exhaust Business is benefiting because of increasingly
stringent regulatory exhaust emission requirements in the global
market which aim to reduce noxious emissions. For the year ended
December 31, 2007, the Exhaust Business achieved revenue of
$294.4 million and EBITDA of $19.1 million on a pro-forma basis,
excluding certain Delphi

Because of the increasingly stringent environmental requirements,
the company believes that with the right buyer, the Exhaust
Business has strong growth prospects.  The revenue from the
Exhaust Business is comprised of two different value streams: (i)
76% is through a customer-directed purchase process through which
the Delphi Entities obtain catalyst material from a specified
supplier and pass it to the customer, receiving a handling fee
but not otherwise adding value to the product and (ii) 24% is
generated from sale of product to which Delphi has added content,
thereby increasing its value.

Nearly two-thirds of the Exhaust Business sales are to GM and its
affiliates, virtually all of which is sold outside of the U.S.
In addition to its customer relationship with GM, the Exhaust
Business has customer relationships with many other leading
original equipment manufacturers, including AvtoVAZ, Brilliance,
Ford, and Renault.

                       Bidding Procedures

The Sale of the Exhaust Business would be subject to higher or
otherwise better offers.

The Debtors propose a December 8, 2008 at 11 a.m. (prevailing
Eastern time) deadline to submit bids for the Exhaust Business.
In light of the short timeframe, the Debtors are commencing the
process of contacting potential bidders and will open the virtual
data room to such parties even prior to Nov. 24 hearing.

Bids must at least have a value equal to the purchase price plus
the amount of the Break-Up Fee, plus $650,000 (approximately
$18,160,000).

If the Selling Debtor Entities receive at least one "qualified
bid" in addition to that of the Bienes Turgon, they would conduct
an auction on December 11, 2008.

Delphi will seek approval of the sale to Bienes Turgon or to the
winning bidder on December 17, 2008 at 10:00 a.m.  Objections are
due December 10, 2008 at 4:00 p.m.

A full-text copy of the Court-approved Bid Procedures is available
for free at:

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

                      About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.
(Delphi Bankruptcy News, Issue No. 151; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Delays Hearing on Bankruptcy Exit Plan to Dec. 17
--------------------------------------------------------------
The hearing to consider preliminary approval of the Delphi Corp.'
and its affiliates' proposed modifications to their confirmed
First Amended Joint Plan of Reorganization has been adjourned to
10:00 a.m. on December 17, 2008.

Delphi presented to the U.S. Bankruptcy Court for the Southern
District of New York changes to an already confirmed Plan after
Appaloosa Management, L.P., and other investors backed out from
their commitment to provide $2.550 billion in exit financing.  The
new plan does not require financing from plan investors, but
requires more funding from primary customer General Motors Corp.,
which is facing its own liquidity crisis, and $3.75 billion from
an exit debt financing and a rights offering.

The Preliminary Plan Modification Hearing has been adjourned
three times.  Under the original schedule, the Debtors
contemplated an October 23, 2008 preliminary hearing and
emergence from bankruptcy by Dec. 31, 2008.

Delphi Corp. has signed deals with General Motors Corp. and its
DIP Lenders, led by JPMorgan Chase Bank, N.A., in order to have
access to borrowed cash until mid-2009.  The Debtors' financing
deals mature Dec. 31, 2008.

On Oct. 3, the Debtors submitted proposed modifications to their
Plan of Reorganization.  Under the modified plan, the Debtors
targeted a Dec. 17 confirmation hearing, and a Chapter 11 exit by
year-end.   The modified plan does not require, in addition to
$4,700,000,000 of debt exit financing, Appaloosa's $2,550,000,000
cash-for-equity investment, which was the highlight of the Court-
confirmed, but unconsummated, Jan. 25, 2008 PoR.  The modified
plan requires debt exit financing of $2.75 billion plus a
$1,000,000,000 raised through a rights offering.

Delphi, however, has said that "in the face of the current
unprecedented turbulence in the credit markets and uncertainty in
the automobile industry," it does not anticipate emerging from
chapter 11 prior to December 31, 2008, when its financing deals
mature.

"Despite the efforts of the federal government to provide
stability to the capital markets and banks, the markets have
remained extremely volatile and liquidity in the capital markets
has been nearly frozen, resulting in an unprecedented challenge
for the Debtors to successfully attract emergence capital funding
for their Modified Plan, particularly in light of the current
conditions in the global automotive industry," John Wm. Butler,
Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois, said, in a court filing.

In its third quarter report on Form 10-Q, General Motors Corp.,
Delphi's primary customer, admitted, "Given the current credit
markets and the challenges facing the automotive industry, there
can be no assurance that Delphi will be successful in obtaining
$3.8 billion in exit financing to emerge from bankruptcy."

GM has recorded Delphi-related charges $4.1 billion for nine
months ended Sept. 30, 2008.  GM recorded a net loss of
$2,542,000,000 on $37,503,000,000 of revenues for three months
ended Sept. 30, 2008, compared with a net loss of $38,963,000,000
on $43,002,000,000 of sales during the same period in 2007.

General Motors, along with Ford Motor Company and Chrysler LLC,
has asked Congress to grant the U.S. carmakers access to
$25 billion of the $700 billion Troubled Asset Relief Program
approved by Congress to bail out financial institutions.
Congress is expected to tackle on Nov. 18 and 19 the proposed
bailout, which, according to reports, may be necessary to save
the U.S. automakers from collapse or bankruptcy.

A bankruptcy filing for GM could shatter its former unit Delphi's
plans to finally exit bankruptcy this year or early next year,
according to a report by Bloomberg News.  "If GM fails, it's
likely the Delphi reorganization fails, and Delphi converts to a
case under Chapter 7 -- a liquidation," Nancy Rapoport, a law
professor at the University of Nevada-Las Vegas, in an e-mail,
according to Bloomberg News.  "For the creditors of Delphi, this
of course isn't optimal, and the usual issues in Chapter 7,
determining the liquidation value of the company, will apply."

                      About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.
(Delphi Bankruptcy News, Issue No. 151; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Gets Six Months Extension of $4.35-Bil. DIP Loan
-------------------------------------------------------------
Delphi Corp. won approval from the U.S. Bankruptcy Court for the
Southern District of New York to extend until June 30, 2009, the
maturity date of its $4.35 billion DIP financing, Bloomberg News
reports.

Delphi, according to the report, can use proceeds from its
$4.35 billion bankruptcy loan to fund operations while working to
emerge from Chapter 11 protection.  Delphi previously contemplated
a Dec. 31, 2008 emergence from bankruptcy but has found difficulty
accessing credit.

Delphi in October presented to the Bankruptcy Court changes to an
already confirmed Plan after Appaloosa Management, L.P., and other
investors backed out from their commitment to provide $2.550
billion in exit financing.  The new plan does not require
financing from plan investors, but requires more funding from
primary customer General Motors Corp., which is facing its own
liquidity crisis, and $3.75 billion from an exit debt financing
and a rights offering.  Delphi has deferred seeking approval of
the plan and has instead sought an extension if its bankruptcy
loan.

The Debtors, on Nov. 7, filed with the Bankruptcy Court sought
authority to continue their use of the proceeds from their DIP
Facility through June 30, 2009, by entering into an accommodation
agreement with JPMorgan Chase Bank, N.A., as administrative agent,
and certain lenders that constitute the majority of holders by
amount of Delphi's two most senior tranches of its DIP Credit
Facility -- the "Required Lenders".

Delphi stated that while the original form of the accommodation
agreement was acceptable to GM, Delphi agreed with GM to
reconsider certain of the subsequent amendments agreed to between
Delphi and the "required lenders" under the DIP Facility.
Delphi stated its intent to engage in discussions with GM and
certain of Delphi's lenders under the existing DIP financing
agreement in an attempt to identify acceptable changes to the
documents presented to the Court.

Delphi said that when filed, the Accommodation Agreement
reflected the support of the administrative agent and the
anticipated support of the Required Lenders for Delphi's
transformation efforts, despite the current economic downturn and
the unprecedented turmoil in the capital markets.  The company
made various changes to the Accommodation Agreement since the
Nov. 7 filing in order to obtain support from as many DIP lenders
as practicable and has received signature pages from more than
the Required Lenders needed to implement the agreement.

      Delphi Will Go Through Half Its Cash By March

Delphi, in a Nov. 28 filing with the Securities and Exchange
Commission said that it would provide supplemental financial in
connection with their solicitation of lenders' consents to the
Accommodation Agreement.  This information includes near-term
forecast updates to cash flows and liquidity levels through
March 31, 2009:

      (in millions)        2008               |      2009
   -------------------------------------------|------------------
                      Actual      |         Projected
   Cash       June    Sep    Oct  | Nov   Dec |   Jan   Feb   Mar
   --------------------------------------------------------------
   U.S. Cash  $148 $1,136   $793   $417  $198 |   $34   $28   $26
                                              |
   Non-U.S.                                   |
   Cash        985    788    843    862 1,176 |   935    857  715
   --------------------------------------------------------------
   Consoli-  1,133  1,904  1,636  1,279 1,374 |   969    885  741
   ted Cash                                   |
   --------------------------------------------------------------
   Availa-
   bility

   DIP         613    138     46      -     - |     -     -     -
   GM
   Support     300      -      -    300   300 |   300    215  110
   --------------------------------------------------------------
   Total    $  913   $138    $46   $300  $300 |  $300   $215 $110
   Avai-
   lability                                   |
   --------------------------------------------------------------
   Cash and                                   |
   Availa-                                    |
   bility   $2,046 $2,042 $1,682 $1,579 $1,674 $1,269 $1,100 $851
   ==============================================================
   DIP                                        |
   Revolver                                   |
   Balance     311    465    511    397    397|   370    370  370
   GM Agreement                               |
   Balance       -      -      -     -       -      _     85  190
                                              |
   Memo: Borrowing Base Cash Collateral       |
                  -     -      -      -    200|   200    155  150

According to Bloomberg News, the disclosure means that Delphi
will burn through $633 million in cash from December through
March, or almost half its reserves.

The Debtors' $4,350,000,000 DIP facility consists of:

   Tranche        Facility
   -------        --------
      A           $1,100,000,000 first priority revolving
                  Credit facility

      B           $500,000,000 first priority term loan

      C           Approximately $2,750,000,000 second priority
                  term loan.

Through the Accommodation Agreement, certain Tranche A Lenders
and Tranche B Lenders would agree to, among other things, allow
the Debtors to continue using the proceeds of the DIP Facility
notwithstanding, among other things, the DIP Facility's maturity
date of December 31, 2008.

Delphi is facing opposition from some of its lenders, who,
according to CNNmoney.com, say the other lenders who agreed to
the extension arranged a "sweetheart deal" for themselves.  The
third lender group who said the arrangement would "trample" their
rights by giving additional liens to the other lenders that have
consented to the change, Dow Jones reports.

The lenders that are opposing the loan changes said their
collateral is at risk as Delphi burns through cash.  The opposing
lenders also said a subset of lenders, led by JPMorgan, would see
$200 million in unsecured claims elevated to first-priority lien
status.

                      About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.
(Delphi Bankruptcy News, Issue No. 151; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Tranche C Lenders, et al., Balk at DIP Loan Extension
------------------------------------------------------------------
Greywolf Capital Management, LP, Tranche C Lender under Delphi
Corp.'s DIP Credit Agreement, opposes an extension of the loan's
maturity date, contending that Delphi sought an extension of the
maturity date, without adhering to the requirements of the DIP
Facility.

As reported in today's Troubled Company Reporter, according to a
Bloomberg News report, Delphi won approval from the U.S.
Bankruptcy Court for the Southern District of New York to extend
until June 30, 2009, the maturity date of its $4.35 billion DIP
financing.

Ronald R. Sussman, Esq. at Cooley Godward Kronish LLP, in New
York, notes that Delphi, expecting that DIP Lenders' unanimous
consent for the extension of the maturity date of the DIP Credit
Agreement is not possible, seeks to force Greywolf into
indentured servitude by holding by hostage for an additional six
months, its funds in excess of $100,000,000, Mr. Sussman says.
This, he adds is in direct contravention of the terms of the DIP
Credit Agreement.

To note, the extension of the maturity date of the DIP Credit
Agreement is prohibited by the plain terms of the DIP Credit
Agreement.  The extension of the maturity date of the DIP Credit
Agreement can only be obtained through a unanimous consent of all
the Lenders, Mr. Sussman contends.

M.D. Sasse Re/Enterprise Portfolio Company L.P., another Tranche
C Lender, shares Greywolf's contentions regarding the need for
the Debtors to get a unanimous consent of the Lenders as a
requirement to obtain approval to supplement the DIP Credit
Agreement.

Other Tranche C Lenders also asked the Court to deny the terms of
the proposed extension, citing that Delphi is seeking to elevate
$200,000,000 of pre-existing unsecured hedging obligations to
first priority liens status, thereby diluting the liens held by
all first-lien lenders and priming holders of Tranche C Loans,
with all these being done to the Lenders at a time when
macroeconomic conditions and the automotive industry in
particular, are their weakest point in decades.  Furthermore, the
Tranche C Collective asks the Court, pursuant to Sections 361(e)
and 363(e) of the Bankruptcy Code in exchange for the Debtors'
continued use of the collateral in these Chapter 11 cases.

The Tranche C collective is composed of these Lenders:

  -- Sberdeen Loan Funding Ltd.
  -- Anchorage Capital Master Offshore, Ltd.
  -- Anchorage Crossover Credit Offshore Master Fund, Ltd.
  -- Carlson Capital, L.P
  -- Geer Mountain Financing Ltd.
  -- Highland Credit Opportunities CDO Ltd.
  -- Hillmark Funding Ltd.
  -- Luxor Capital, LLC
  -- Mariner LDC
  -- Mariner Tricadia Credit Strategies Master Fund Ltd.
  -- Monarch Alternative Capital LP
  -- OHP CBNA Funding LLC
  -- Pentwater Credit Partners, Ltd.
  -- RiverSource Investments, LLC
  -- Silver Point Capital Fund, L.P.
  -- Spectrum Investment Partners, L.P.
  -- Stoney Lane Funding Ltd.
  -- Tricadia Distressed and Special Situations Master Fund Ltd.
  -- West Gate Horizon Advisors
  -- WhiteHorse I, Ltd.
  -- Whitehorse II, Ltd.
  -- Whitehorse III, Ltd.
  -- Whitehorse IV, Ltd.

Susheel Kirpalani, Esq., at Quinn Emmanuel Urquhart Oliver &
Hedges, LLP, in New York, told the Court that the relief requested
by the Tranche C Collective is narrowly tailored to the harms to
be avoided, and is warranted when:

  (i) traditional means of adequate protection are not available
      based on the unique facts of these cases; and

(ii) the Accommodation Agreement ensures the Collateral's trend
      toward decline will continue at alarming rate.

Moreover, Mr. Kirpalani asserts, in operating the Debtors'
businesses post-maturity, the Court should take measures,
pursuant to Section 1107(a) of the Bankruptcy Code, to establish
a closer watch over the estates and ensure that the rights of all
parties in interest are continuously monitored consistent with
the Bankruptcy Code, including the priority provisions therein
and pursuant to the Court's prior DIP financing orders.

Select Tranche A and B Lenders also objected to the Accommodation
Agreement.  Calyon New York Branch, a Tranche A Lender under the
DIP Credit Agreement, asked the Court to deny the Debtors' motion
or in the alternative, direct the Debtors and their Agents to
count votes for or against the proposed Accommodation Agreement in
accordance with the voting rules set out in the DIP Credit
Agreement.  Calyon contends that there are provisions of the DIP
Credit Agreement that prohibit modifications of the type sought in
the Proposed Accommodation Agreement which the Debtors did not
discuss in their motion.

In an addition, an ad hoc group of Tranche A and B DIP Lenders
asked the Court to direct the Debtors to provide adequate
protection for the use of their collateral.  Represented by David
Neier, Esq., at Winston & Strawn LLP, in New York, the Ad Hoc
Group clarifies that it would support an accommodation agreement
in aid of the Debtors' reorganization. However, the Ad Hoc Group
wants the Accommodation Agreement, in its current form, denied
because, among other things, the Debtors seek to provide liens for
$200,000,000 of presently unsecured  Hedging Obligations of the
Debtors, and the liens will be pari passu with the DIP liens
granted to the Ad Hoc Group, even though the Debtors will be
in default of the DIP Credit Agreement on the maturity date,
December 31, 2008.

Other key parties, like the Official Committee of Equity Security
Holders and the Official Committee of Unsecured Creditors,
expressed support on the Accommodation Agreement.  The Equity
Committee said some of the lenders have been overreaching in
certain respects, however it believes that the Debtors have sought
the best and most beneficial arrangement they deem possible while
attempting to resolve the issues raised by the lenders under the
DIP Facility.

The Creditors Committee says that while it does not object to
other concessions the Debtors propose to make to the DIP lenders
in the Accommodation Agreement, including to the Tranche C
lenders, the Committee submits that granting voting rights where
none currently exist makes little sense and increases the risk
that actions of the Tranche C lenders may negatively affect the
Debtors' restructuring efforts.

The Debtors, in response to the objections, say that
notwithstanding the various objections filed in opposition to the
Accommodation Motion, nearly all of the Objecting Lenders actually
agree that an accommodation is the preferred outcome.

                      About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.
(Delphi Bankruptcy News, Issue No. 151; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EDUCATION RESOURCES: Asks Court to OK PNC Bank Collection Deals
---------------------------------------------------------------
The Education Resources Institute, Inc., seeks permission from the
U.S. Bankruptcy Court for the District of Massachusetts to enter
into a collection services agreement with PNC Bank, N.A., to
manage the collection of certain student loans issued by PNC Bank.
In exchange, the Debtor will be paid for the services by being
entitled to retain a percentage of the cash it recovers on
defaulted student loans.

Although the Debtor is not currently honoring its guaranty
obligations, student loans continue to default, it has approached
several lenders and discussed the terms by which it would perform
collection management services for the lender's student loan
portfolio, Gina Lynn Martin, Esq., at Goodwin Procter LLP, in
Boston, Massachusetts, tells the court.

Subject to the terms of the PNC Collection Agreement, the Debtor
will be granted the authority to collect, settle, enforce,
through commencement of litigation, enter into forbearance
agreements, payment plans with respect to the defaulted loans.
The Debtor has agreed to provide PNC Bank with periodic reports
regarding its management of PNC Bank's portfolio.

The PNC Collection Agreement may be terminated by either party on
30 days' notice.

The Debtor believes that approval of the PNC Collection Agreement
is in the best interest of the estate, as it will provide an
ongoing source of revenue to fund its operations.  The Debtor,
however, didn't disclose how much it will be paid under the
Collection Services Agreement.

The Bankruptcy Court has denied the Debtor's request to
expeditiously hear the request.

            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)


FORD MOTOR: In Talks With Union to Stop Idled Worker Payment
------------------------------------------------------------
General Motors Corp., Ford Motor Co., and Chrysler LLC are
negotiating with the United Auto Workers union to stop a program
that pays idled workers, Matthew Dolan at The Wall Street Journal
reports, citing people familiar with the matter.

Gary Haber at The News Journal relates that "jobs bank" is a
unique protection for laid-off workers.  According to the report,
laid-off workers are placed in the jobs bank, where they can get
about 95% of their usual pay and benefits.  WSJ says that GM, Ford
Motor, and Chrysler are trying to eliminate or scale back the
program as part of an effort to secure a $25 billion loan from the
government.  The News Journal states that the jobs bank doesn't
start until laid-off employees exhaust a period of unemployment
benefits and supplemental pay from the company.

Citing GM spokesperson Tony Sapienza, the News Journal states that
said that the workers can start benefiting from the jobs bank when
they have been idled for 48 weeks.  The report states that the
workers would get unemployment benefits and supplemental pay of
85% of pay.  GM, according to the report, can remain in the jobs
bank for up to two years, but will lose their pay and benefits if
they refuse a single job offer at a GM plant within 50 miles of
their home plant, or turn down four job offers at GM plants more
than 50 miles away.

Critics say that the "jobs banks" are a disadvantage for GM, Ford
Motor, and Chrysler, as they are an "overly generous benefit" at
firms that report billions in losses, The News Journal states.

The News Journal quoted UAW President Ron Gettelfinger as saying,
"We're on the verge of eliminating that provision."

UAW Wants Cos. to Curb Corporate Pay, Bonuses & Severance Pays

Citing Gettelfinger, Reuters relates that Ford Motor, GM, and
Chrysler should limit corporate pay, bonuses, and severance
packages in return for government loans.  Reuters quoted Mr.
Getterlfinger as saying, "They need to establish that executive
compensation is something that they're willing to curtail, as well
as bonuses and 'golden parachutes' on exiting the business.  They
can also give the government an equity stake in the business."

Mr. Gettelfinger said on CNN that the automakers need a loan to
help them survive a tough period.  According to WSJ, Mr.
Gettelfinger said, "It's not just here in the United States and
this is not a bailout, this is a loan, a bridge loan that will get
us through until we can take a longer term look at what needs to
be done in the industry."

Union wages weren't the key cause of waning sales at the
companies, Reuters states, citing Mr. Gettelfinger.

                       About Ford Motor Co.

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

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

                       *     *     *

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

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


FORD MOTOR: To Cut CEO's Pay Package & Focus on Making Small Cars
-----------------------------------------------------------------
Ford Motor Co. will present before the congress its business plan,
which includes a reduction in CEO Alan Mulally's compensation
package, Mike Spector, Mathew Dolan, and Greg Hitt at The Wall
Street Journal report, citing a person familiar with the matter.

According to WSJ, Ford Motor and General Motors Corp. directors
met separately on Monday to vote on their viability plans to be
presented to the Congress on Tuesday, to try to win support for
$25 billion in low-cost loans from the federal government.
Chrysler LLC top executives, WSJ relates, were finalizing their
own plan to show that it can survive and return to profitability
with government aid, after its private-equity owner Cerberus
Capital Management LP reviewed the plan on Monday.

Citing a source, WSJ states that it isn't yet clear how Mr.
Mulally's pay package will be reduced, but Ford Motor is
considering cutting off Mr. Mulally's salary until the firm
becomes profitable again, or paying him through stock options.
According to the report, Mr. Mulally has earned almost
$50 million in total compensation since leading Ford Motor in
2006.

WSJ reports that executive compensation became an issue when the
Ford Motor, GM, and Chrysler asked the Congress for financial help
in November 2008.  Mr. Mulally, says WSJ, had been unwilling to
accept a $1 yearly salary when he was asked during the first
meeting of the Congress, and people familiar with the matter said
that Ford Motor Executive Chairperson William Clay Ford and some
other members of the company's board were unnerved by Mr. Mulally.

             Ford Motor to Focus on Small Cars

Citing a person familiar with the matter, WSJ relates that Ford
Motor will also mention in its business plan that it will shift to
making small fuel-efficient cars and break from the past strategy
of focusing mainly on large pick up trucks and sport-utility
vehicles.  According to the report, Ford Motor's plan would likely
underscore its new fuel-efficient gasoline turbocharged direct-
injection engines and bringing its high-mileage cars from its
European operations to the U.S.

     Conway MacKenzie Says More Cuts Must be Implemented

GM, Ford Motor, and Chrysler must implement more cuts, WSJ
reports, citing restructuring firm Conway MacKenzie & Dunleavy
senior managing director Van Conway.  "I think you need to
demonstrate sincerely that you are doing the very painful cuts --
white collar, blue collar, plant closings.  They need to really
look like they're suffering on the expense line so people believe
they can make it," the report quoted Mr. Conway as saying.

According to WSJ, a source said that Ford Motor and GM would be
willing to seek further cost-cuts and concessions from the United
Auto Workers union.  The report says that once GM reaches an
agreement with the United Auto Workers union on any wage or
benefit concessions for a rescue of the company, Chrysler, Ford
Motor will also insist on a similar arrangement.  GM, according to
the report, owes the health care trust for retiree union workers
some $7.5 billion by 2010, which many suspect the company can't
afford.

Citing a source, WSJ says that UAW President Ron Gettelfinger is
open to eliminating the jobs bank, which pays employees most of
their wages even when they no longer work in plants, but Mr.
Gettelfinger wants to see management sacrifices in return.  The
sacrifices, WSJ relates, would include limits on executive
compensation and a retraining program that will help laid-off
workers get high-tech jobs in areas like battery development for
electric vehicles.

WSJ relates that sources said that GM will plan more cuts to North
American production capacity, an initiative to offer debt-holders
equity to tidy its balance sheet, and cuts to executive pay, while
aspects of the plan include goals to gain more labor concessions,
and executive pay cuts.  Citing a source, the report states that
GM would also include in its plan cutting brands and details on
new fuel-efficient vehicles and how the firm will meet new
stringent federal mileage rules.  The report says that GM hopes to
start selling electric plug-in car Chevrolet Volt in 2010.

Cerberus Capital is also interested in combining Chrysler with
another firm, WSJ states.  Cerberus Capital had discussed selling
Chrysler to GM before the request for government aid, according to
the report.

Jeff Bennett at WSJ reports that Ford Motor is again considering
selling its Swedish luxury vehicle maker Volvo Cars, saying on
Monday that it will re-evaluate strategic options for the unit as
part of a broader effort to strengthen Ford Motor's balance sheet.
Ford Motor, according to WSJ, acquired Volvo Cars from Swedish
truck maker AB Volvo for more than $6.5 billion in 1999.

The review could take several months, during which time Volvo Cars
will continue implementing a restructuring, which includes laying
off a quarter of its workforce, states WSJ.  Mr. Mulally had
affirmed in November this year his decision in 2007 to keep Volvo
Cars after a review of the advantages of selling the unit that
year, according to the report.  Mr. Mulally said last month that
he was still committed to restoring Volvo Cars' financial health,
the report states.

According to WSJ, CSM Worldwide analyst Michael Robinet doubts
that Ford Motor will be able to quickly find a suitor.  The report
quoted Mr. Robinet as saying, "Anyone who purchases Volvo would
have to have very close ties to Ford because virtually every Volvo
is using a Ford platform.  It will be difficult because it's not
like cutting a piece of pie that's already perforated and just
cracking it off.  They are very integrated and it could take
years."

AB Volvo said on Monday that it wasn't interested in purchasing
back Volvo Cars from Ford Motor, WSJ reports.

WSJ relates that GM, Ford Motor, and Chrysler were also devising
alternative travel plans after the Congress criticized their CEOs
for using expensive corporate jets to make their way to Capitol
Hill.  Ford Motor said on Monday that Mr. Mulally will drive by
car to Washington this time, while Chrysler said that its CEO
Robert Louis Nardelli has ruled out flying by private jet,
according to the report.

WSJ states that if the Congress approves the requests of GM, Ford
Motor, and Chrysler for government financial assistance, the
lawmakers would be called back to Washington next week.

Jeff Green and John Lippert at Bloomberg News report that GM, Ford
Motor, and Chrysler union leaders will hold an emergency meeting
on Dec. 3 at the Detroit Marriott Hotel.  Citing a person familiar
with the matter, the report says that participants of the meeting
will be asked to reopen a 2007 labor agreement to consider
concessions.

Sources said that GM also wants to change how it pays for a union
retiree health care fund as part of a broader cost cutting plan
designed to win government aid, Bloomberg states.

                       About Ford Motor Co.

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

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

                       *     *     *

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

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


FRONTIER AIRLINES: Names C. Kenyon as Lynx Aviation's Interim Head
------------------------------------------------------------------
Frontier Airlines announced that Cameron Kenyon, the company's
Vice President of Flight Operations, has been named interim
President of Denver-based regional airline Lynx Aviation,
effective November 21.

Lynx is a subsidiary of Frontier Airlines Holdings, Inc. and
operates feeder service for Frontier.  Mr. Kenyon replaces Tom
Nunn, who resigned as Lynx President in early November.

"Cam has had a tremendous career with Frontier," said Sean Menke,
Frontier president and CEO, "so moving him to the top leadership
post at Lynx was a natural for me.  His background as a pilot and
Chief Pilot and then as Vice President of Flight Operations at
Frontier gives Cam an ideal perspective on running our regional
operation."

Mr. Kenyon joined Frontier in 2000 as a pilot.  He served as
Director of Flight and Training Standards prior to being named
Chief Pilot.  He was promoted to Vice President of Flight
Operations in 2007.  Mr. Kenyon holds a JD degree from the
University of Colorado School of Law and practiced law in
Colorado for several years.  Prior to receiving his JD, he
graduated from the U.S. Naval Academy and served in the U.S. Navy
as an instructor pilot.

"It has been an honor for me to work with everyone in Flight
Operations," Mr. Kenyon said.  "At the same time, I am excited
about the opportunity to serve with the professionals at Lynx,
and to help a relatively young regional airline grow its customer
base and increase its value to Frontier," he added.  "It is a
challenge that I look forward to."

Lynx Aviation was formed by Frontier Airlines Holdings in
September 2006, and began its feeder service from the Rocky
Mountain Region into Denver in December 2007.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontie2r 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: Reaches Deal W/ IBT on Cabin Cleaners' Pay Cuts
------------------------------------------------------------------
Frontier Airlines and the International Brotherhood of Teamsters
have reached an interim agreement providing for pay cuts for the
airline's Union-represented 125 cabin cleaners over the next four
years, according to the Denver Post.

Matthew Fazakas, president of the Teamsters Local 961, told the
newspaper that under the Agreement, Frontier's cabin cleaners
"will take 6 percent pay cuts in the first and second years, 3
percent in the third year and 1 percent in the final year."

Rocky Mountain News reports that the four-year deal "would not
change employee benefits" and "stipulates that Frontier aircraft
cleaners receive pay hikes if customer service agents get wage
increases."

The workers will vote on December 12, 2008, on whether to ratify
the deal, says the report.

Frontier in late October obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to amend
its contracts with its Teamsters-represented mechanics.  The
Teamsters are appealing the ruling, which allows Frontier to
outsource its aircraft maintenance, but only as "a last resort."

Bill Rochelle of Bloomberg News notes that the Bankruptcy Court
previously approved a new contract with the union representing
dispatchers containing wage and benefit concessions through 2012.
Frontier, according to Mr. Rochelle, is still negotiating long-
term concessions with the pilots.

                   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: Reports $15.9 Mil. Operating Loss in October
---------------------------------------------------------------
Frontier Airlines Holdings Inc. reported $15.9 million in
operating loss and $20.5 million in consolidated net loss for
October 2008.

The company said, excluding fuel hedging activities and
reorganization expenses, it would have reported a loss of
$11.6 million.  Its October results included $7.4 million in
mark-to-market losses on fuel hedges and $1.5 million in
reorganization costs.

"October is a seasonally low month for the airline industry,"
said Frontier President and CEO Sean Menke.  "Our October
performance is in accordance with our plan, but we know we must
continue to be diligent with our cash management efforts while
keeping a careful eye on our costs as we move forward with our
restructuring efforts."

The company's cash balance for the month does not include
proceeds realized from the sale of two aircraft at the beginning
of November.  The company said it also plans to close on the sale
of two more aircraft in early December, further improving the
company's cash position.

Companies in Chapter 11 Bankruptcy protection are required to
file monthly operating reports to the U.S. Trustee in addition to
quarterly reports filed with the U.S. Securities and Exchange
Commission.

                     About Frontier Airlines

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: WFS Wants Payment of $3.7M Aviation Fuel
-----------------------------------------------------------
World Fuel Services Corporation provided aviation fuel to Frontier
Airline Holdings, Inc., with a total value of $3,734,826, 20 days
before Frontier's bankruptcy filing.  The fuel remains unpaid.

World Fuel contends that pursuant to Section 503(b)(9) of the
Bankruptcy Code, it is entitled to an allowed administrative
expense claim for "the value of any goods received by the Debtor
within 20 days before the Petition Date, in which the goods have
been sold to the Debtor in the ordinary course of business."

Accordingly, World Fuel asks the U.S. Bankruptcy Court for the
Southern District of New York to allow the Administrative Claim
for $3,734,826, and direct the Debtors to pay the Claim within 10
days from the Court's entry of its order.

                   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)


GENERAL GROWTH: Gets Interim Two Weeks Extension from Lenders
-------------------------------------------------------------
General Growth Properties, Inc., said it has reached an agreement
with its syndicate of lenders for an interim extension of two
weeks for the November 28 maturity date on its Fashion Show and
Palazzo mortgage loans totaling $900 million.

The parties are continuing their discussions on a longer term
extension.

                      About General Growth

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

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

As reported in the Troubled Company Reporter on Nov. 21, 2008,
General Growth has hired Sidley Austin to assist it in debt
restructuring negotiations.  The TCR reported on Nov. 14 that
General Growth acknowledged in a regulatory filing that it's
working with lenders to gain more time to pay off debt, and is
also considering asset sales and other ways to raise cash.
General Growth has $1.13 billion in debt coming due by the end of
the year, with more than $900 million due by Dec. 1, 2008 [Nov.
28].  General Growth said that even if it is successful in
addressing these 2008 maturities, an additional $3.07 billion in
debt is scheduled to mature in 2009.

                           *     *    *

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


GENERAL MOTORS: In Talks With Union to Stop Idled Worker Payment
----------------------------------------------------------------
General Motors Corp., Ford Motor Co., and Chrysler LLC are
negotiating with the United Auto Workers union to stop a program
that pays idled workers, Matthew Dolan at The Wall Street Journal
reports, citing people familiar with the matter.

Gary Haber at The News Journal relates that "jobs bank" is a
unique protection for laid-off workers.  According to the report,
laid-off workers are placed in the jobs bank, where they can get
about 95% of their usual pay and benefits.  WSJ says that GM, Ford
Motor, and Chrysler are trying to eliminate or scale back the
program as part of an effort to secure a $25 billion loan from the
government.  The News Journal states that the jobs bank doesn't
start until laid-off employees exhaust a period of unemployment
benefits and supplemental pay from the company.

Citing GM spokesperson Tony Sapienza, the News Journal states that
said that the workers can start benefiting from the jobs bank when
they have been idled for 48 weeks.  The report states that the
workers would get unemployment benefits and supplemental pay of
85% of pay.  GM, according to the report, can remain in the jobs
bank for up to two years, but will lose their pay and benefits if
they refuse a single job offer at a GM plant within 50 miles of
their home plant, or turn down four job offers at GM plants more
than 50 miles away.

Critics say that the "jobs banks" are a disadvantage for GM, Ford
Motor, and Chrysler, as they are an "overly generous benefit" at
firms that report billions in losses, The News Journal states.

The News Journal quoted UAW President Ron Gettelfinger as saying,
"We're on the verge of eliminating that provision."

  UAW Wants Corporate Pay, Bonuses & Severance Pay Limitation

Citing Gettelfinger, Reuters relates that Ford Motor, GM, and
Chrysler should limit corporate pay, bonuses, and severance
packages in return for government loans.  Reuters quoted Mr.
Getterlfinger as saying, "They need to establish that executive
compensation is something that they're willing to curtail, as well
as bonuses and 'golden parachutes' on exiting the business.  They
can also give the government an equity stake in the business."

Mr. Gettelfinger said on CNN that the automakers need a loan to
help them survive a tough period.  According to WSJ, Mr.
Gettelfinger said, "It's not just here in the United States and
this is not a bailout, this is a loan, a bridge loan that will get
us through until we can take a longer term look at what needs to
be done in the industry."

Union wages weren't the key cause of waning sales at the
companies, Reuters states, citing Mr. Gettelfinger.

                       About General Motors

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

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

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

                           *     *     *

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

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

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

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


GENERAL MOTORS: More Cuts Needed to Win Gov't Loan, Says Conway
---------------------------------------------------------------
General Motors Corp., Ford Motor Co., and Chrysler LLC must
implement more cuts, The Wall Street Journal reports, citing
restructuring firm Conway MacKenzie & Dunleavy senior managing
director Van Conway.

"I think you need to demonstrate sincerely that you are doing the
very painful cuts -- white collar, blue collar, plant closings.
They need to really look like they're suffering on the expense
line so people believe they can make it," WSJ quoted Mr. Conway as
saying.

According to WSJ, Ford Motor and GM directors met separately on
Monday to vote on their viability plans to be presented to the
Congress on Tuesday, to try to win support for $25 billion in low-
cost loans from the federal government.  Chrysler LLC top
executives, WSJ relates, were finalizing their own plan to show
that it can survive and return to profitability with government
aid, after its private-equity owner Cerberus Capital Management LP
reviewed the plan on Monday.

A source said that Ford Motor and GM would be willing to seek
further cost-cuts and concessions from the United Auto Workers
union, WSJ states.  The report says that once GM reaches an
agreement with the United Auto Workers union on any wage or
benefit concessions for a rescue of the company, Chrysler, Ford
Motor will also insist on a similar arrangement.  GM, according to
the report, owes the health care trust for retiree union workers
some $7.5 billion by 2010, which many suspect the company can't
afford.

Citing a source, WSJ says that UAW President Ron Gettelfinger is
open to eliminating the jobs bank, which pays employees most of
their wages even when they no longer work in plants, but Mr.
Gettelfinger wants to see management sacrifices in return.  The
sacrifices, WSJ relates, would include limits on executive
compensation and a retraining program that will help laid-off
workers get high-tech jobs in areas like battery development for
electric vehicles.

WSJ relates that sources said that GM will plan more cuts to North
American production capacity, an initiative to offer debt-holders
equity to tidy its balance sheet, and cuts to executive pay, while
aspects of the plan include goals to gain more labor concessions,
and executive pay cuts.  Citing a source, the report states that
GM would also include in its plan cutting brands and details on
new fuel-efficient vehicles and how the firm will meet new
stringent federal mileage rules.  The report says that GM hopes to
start selling electric plug-in car Chevrolet Volt in 2010.

Cerberus Capital is also interested in combining Chrysler with
another firm, WSJ states.  Cerberus Capital had discussed selling
Chrysler to GM before the request for government aid, according to
the report.

Jeff Bennett at WSJ reports that Ford Motor is again considering
selling its Swedish luxury vehicle maker Volvo Cars, saying on
Monday that it will re-evaluate strategic options for the unit as
part of a broader effort to strengthen Ford Motor's balance sheet.
Ford Motor, according to WSJ, acquired Volvo Cars from Swedish
truck maker AB Volvo for more than $6.5 billion in 1999.

The review could take several months, during which time Volvo Cars
will continue implementing a restructuring, which includes laying
off a quarter of its workforce, states WSJ.  Mr. Mulally had
affirmed in November this year his decision in 2007 to keep Volvo
Cars after a review of the advantages of selling the unit that
year, according to the report.  Mr. Mulally said last month that
he was still committed to restoring Volvo Cars' financial health,
the report states.

According to WSJ, CSM Worldwide analyst Michael Robinet doubts
that Ford Motor will be able to quickly find a suitor.  The report
quoted Mr. Robinet as saying, "Anyone who purchases Volvo would
have to have very close ties to Ford because virtually every Volvo
is using a Ford platform.  It will be difficult because it's not
like cutting a piece of pie that's already perforated and just
cracking it off.  They are very integrated and it could take
years."

AB Volvo said on Monday that it wasn't interested in purchasing
back Volvo Cars from Ford Motor, WSJ reports.

WSJ relates that GM, Ford Motor, and Chrysler were also devising
alternative travel plans after the Congress criticized their CEOs
for using expensive corporate jets to make their way to Capitol
Hill.  Ford Motor said on Monday that Mr. Mulally will drive by
car to Washington this time, while Chrysler said that its CEO
Robert Louis Nardelli has ruled out flying by private jet,
according to the report.

WSJ states that if the Congress approves the requests of GM, Ford
Motor, and Chrysler for government financial assistance, the
lawmakers would be called back to Washington next week.

Jeff Green and John Lippert at Bloomberg News report that GM, Ford
Motor, and Chrysler union leaders will hold an emergency meeting
on Dec. 3 at the Detroit Marriott Hotel.  Citing a person familiar
with the matter, the report says that participants of the meeting
will be asked to reopen a 2007 labor agreement to consider
concessions.

Sources said that GM also wants to change how it pays for a union
retiree health care fund as part of a broader cost cutting plan
designed to win government aid, Bloomberg states.

                       About General Motors

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

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

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

                           *     *     *

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

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

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

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


GLITNIR BANKI: Wants Icelandic Court to Administer Assets
---------------------------------------------------------
Iceland-based Glitnir Banki hf, in its Chapter 15 petition before
the U.S. Bankruptcy Court for the Southern District of New York,
is asking the Bankruptcy Court to rule that the court in Iceland
is home to the "foreign main proceeding."

Glitnir Banki filed for Chapter 15 bankruptcy protection on
November 26 to stay creditor actions in the United States.
Bloomberg News notes that while Glatinir has few assets and no
operations in the United States, the bank has sold more than
$7 billion in debt offerings in the U.S. market in a span of
three years.

According to Bloomberg's Bill Rochelle, if the U.S. Bankruptcy
Court grants the Chapter 15 petition, the court in Iceland will be
entitled to administer the bank's assets and use the U.S.
Bankruptcy Court to enforce its decisions if necessary.
Creditors, Mr. Rochelle reports, then cannot sue in the U.S. and
must submit their claims to the court in Iceland along with any
other disputes.

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

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

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

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

                     About Glatinir banki

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

Glitnir banki filed a Chapter 15 petition on November 26, 2008
(Bankr. S.D. N.Y. Case No. 08-14757).  The firm has retained Gary
S. Lee, Esq., at Morrison & Foerster LLP, in New York, as counsel.
In its Chapter 15 petition, the company estimated both its assets
and debts to be than $1 billion each.


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

Bankruptcy Case No.: 08-14757

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

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

Chapter 15 Petition Date: November 26, 2008

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

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

Estimated Assets: More than US$1 billion

Estimated Debts: More than US$1 billion


HARRAH'S ENTERTAINMENT: $4-Bil. Notes Tendered, Oversubscribed
--------------------------------------------------------------
Harrah's Entertainment, Inc., said its direct wholly owned
subsidiary, Harrah's Operating Company, Inc., is extending to 5:00
p.m., New York City time, on December 5, 2008, the Early Tender
Date for all old notes maturing between 2010 and 2013 -- Priority
1 Notes -- in its private exchange offers to exchange certain of
its outstanding debt securities for up to $2.1 billion aggregate
principal amount of (i) new 10.00% Second-Priority Senior Secured
Notes due 2015, for Old Notes maturing between 2010 and 2013, and
(ii) new 10.00% Second-Priority Senior Secured Notes due 2018, for
Old Notes maturing between 2015 and 2018.

In addition, Harrah's said HOC is reducing the Acceptance Priority
2 Cap from $875 million to $500 million and is extending to 5:00
p.m., New York City time, on December 19, 2008, the Expiration
Date for the Exchange Offers.  HOC is also extending to 5:00 p.m.,
New York City time, on December 3, 2008, the Withdrawal Deadline
for all Old Notes maturing between 2015 and 2018 -- i.e., Old
Notes having an acceptance priority level of 2, 3 and 4.  The
Withdrawal Deadline for Priority 1 Notes, however, remains 5:00
p.m., New York City time, on November 28, 2008 and has passed, and
therefore, Priority 1 Notes that are validly tendered through the
new Expiration Date of the Exchange Offers may not be withdrawn
except under the circumstances described in the Offering
Memorandum. All of the other terms and conditions of the Exchange
Offers remain unchanged.

HOC said the Exchange Offers are currently oversubscribed.  As of
5:00 p.m., New York City time, November 28, 2008, approximately $4
billion principal amount, or 36% of the outstanding principal
amount, of Old Notes had been validly tendered and not withdrawn
in the Exchange Offers.  In addition, as of the Original Early
Tender Date, approximately $286 million principal amount, or 19%
of the outstanding principal amount, of Old Notes maturing in 2010
and 2011 have participated in the Exchange Offers and elected to
receive cash in lieu of New 2015 Second Lien Notes that they would
otherwise receive in the Exchange Offers pursuant to the "Modified
Dutch Auction" process.  Subject to the terms and conditions
described in the Offering Memorandum, and based on the aggregate
principal amount of Old Notes maturing in 2010 and 2011 validly
tendered -- and not withdrawn -- as of the Original Early Tender
Date, all holders that elected to receive cash in lieu of New 2015
Second Lien Notes will receive cash in full and will not be
subject to proration.  HOC estimates that it would pay
approximately $209 million in cash to holders of these Old Notes.
In addition, HOC confirmed that the Maximum Auction Amount remains
$325 million.

The Exchange Offers are not conditioned on a minimum principal
amount of Old Notes being tendered or the issuance of a minimum
principal amount of New Second Lien Notes.  However, the Exchange
Offer for each issue of Old Notes is subject to certain other
terms and conditions, which terms and conditions may be different
from the terms and conditions applicable to the other issues of
Old Notes.  In addition, HOC has the right to terminate or
withdraw any of the Exchange Offers at any time and for any
reason, including if any of the conditions described in the
Offering Memorandum are not satisfied.

The Exchange Offers are being made only to qualified institutional
buyers and to certain non-U.S. investors located outside the
United States.  Subject to applicable law, HOC may amend, extend
or terminate the Exchange Offers.

Documents relating to the Exchange Offers will only be distributed
to holders who complete and return a letter of eligibility
confirming that they are within the category of eligible investors
for this private offer.  Noteholders who desire a copy of the
eligibility letter should contact Global Bondholder Service
Corporation, the information agent for the Exchange Offers, at
(866) 736-2200 (Toll-Free) or (212) 925-1630 (Collect).

As reported by the Troubled Company Reporter on November 18, 2008,
Bloomberg News' Caroline Salas said holders of Harrah's $1 billion
of 5.625% senior notes due in 2015, its $750 million of 6.5%
securities maturing in 2016 and its $750 million of 5.75% debt due
in 2017 will receive 40 cents-on-the-dollar's worth of new 2018
notes.  Those who tender after 5 p.m. on Nov. 28 and by Dec. 12
will receive 37 cents worth of new debt, Bloomberg said.

Ms. Salas also said that holders of Harrah's $718 million of 5.5%
notes due in 2010 and its $363 million of 7.875% senior
subordinated notes due in 2010 will receive as much as 100 cents
on the dollar worth of 2015 notes.  Harrah's $328 million of
8.125% senior subordinated notes due 2011 and its $500 million of
5.375% senior notes due in 2013 will be exchanged at a rate of 80
cents and 50 cents of new 2015 debt, according to Ms. Salas.

Ms. Salas said Bank of America Corp. and Citigroup Inc. are
managing the exchange offer.

                   About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.


HAWAIIAN TELCOM: Files for Ch. 11 to Restructure Balance Sheet
--------------------------------------------------------------
Hawaiian Telcom Communications, Inc., and its affiliates on Monday
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware in Wilmington to continue its balance sheet
restructuring process and ensure the company's long-term financial
health.  The company will continue to operate its business without
interruption.

As is standard in such cases, Hawaiian Telcom is seeking relief
from the Court that will enable it to continue to operate its
business without interruption to customers, employees and other
critical constituents.  The requests include authority to honor
all customer programs such as discounts and rebates, to continue
to pay wages and salaries, and to continue various benefits for
employees. In addition, the company will seek authority to use its
existing cash collateral to fund operations.

"Our decision to restructure through a Chapter 11 filing allows
the company to reduce its level of debt and reorganize its
business, so we can emerge a stronger and more financially secure
company better able to compete in the ever-changing communications
industry. I strongly believe that the filing provides the right
course of action to support what is in the best interests of our
customers, employees, suppliers and other valued constituents."
said Eric K. Yeaman, Hawaiian Telcom's president and chief
executive officer.

"Hawaiian Telcom has proudly served the communications needs of
Hawaii's local community for over 125 years and our dedication to
providing our customers with the best quality service remains the
company's highest priority going forward," continued Mr. Yeaman.

The company has been working with its creditors since October on a
balance sheet restructuring that would be amenable to all parties
while protecting the interests of the company's customers,
employees and other constituents.  Hawaiian Telcom determined that
a Chapter 11 filing provided the best means to restructure its
debt with minimal impact to the business.

As reported by the Troubled company Reporter, Hawaiian Telcom
chose not to make the interest payments due on November 1, 2008,
and payable on November 3, 2008, with respect to its Senior
Floating Rate Notes due 2013, its 9.75% Senior Fixed Rate Notes
due 2013, and its 12.5% Senior Subordinated Notes due 2015.
Instead, the company utilized the 30-day grace period applicable
to the missed interest payments to continue balance sheet
restructuring discussions with its creditors including the holders
of those notes. The aggregate amount of these interest payments is
approximately $26 million.  As of October 31, 2008, the company
had approximately $80 million of cash on hand.

Hawaiian Telcom says its actions are a result of increased
competition in an ever-evolving communications industry, an
inability to satisfy its capital expenditure needs while
continuing to meet its debt service requirements, a significant
downturn in the economy, as well as the difficulties in the
transition of certain back office functions from Verizon following
the 2005 acquisition.

While operating under Chapter 11, the company plans to continue
implementing its strategic plan which is focused on improving its
customer service, enhancing processes and systems to rebuild
customer and community confidence in the company, simplifying its
existing product offerings while focusing on the introduction of
new products, and leveraging its network infrastructure.

"The Hawaiian Telcom board fully supports the company's actions
and believes that Eric Yeaman and his management team are making
the hard, but necessary decisions to address the company's
financial challenges," said Walter Dods, Hawaiian Telcom's
chairman of the board.  "As the State's premier communications
company, I am pleased that Hawaiian Telcom's service, which is
critical to the people of Hawaii, will continue without
interruption."

The company notes that the bankruptcy filing constituted an event
of default that triggered repayment obligations under a number of
debt instruments of the Debtors.  As a result of the event of
default, all obligations under the Debt Documents became
automatically and immediately due and payable.  The Debtors
believe that any efforts to enforce the payment obligations under
the Debt Documents are stayed as a result of the filing of the
Chapter 11 Cases in the Bankruptcy Court.  The Debt Documents and
the approximate principal amount of debt currently outstanding
are:

     1. $574.6 million of loans under the Amended and Restated
        Credit Agreement, dated as of June 1, 2007, among
        Hawaiian Telcom Holdco, Inc., the company, the lenders
        party thereto, Lehman Commercial Paper Inc., as
        administrative agent and collateral agent, JPMorgan Chase
        Bank, N.A., as syndication agent, and CoBank, ACB and
        Wachovia Bank, N.A., as co-documentation agents;

     2. $150 million senior floating rate notes due May 1, 2013;

     3. $200 million of senior fixed rate notes due May 1, 2013;
        and

     4. $150 million of senior subordinated notes due May 1, 2015.

Hawaiian Telcom says it has sufficient liquidity to support its
ongoing operating expenses in the near future.  As of November 30,
the company had approximately $75 million of cash on hand.  This
cash collateral, the use of which is subject to Court approval,
will fund among other things, employee wages, customer programs,
payments to vendors and suppliers, and the overall operation of
the company's network.

The company continues to work closely with the PUC and other local
government agencies and officials during this process.

Hawaiian Telcom has set-up a toll-free reorganization hotline,
(888) 733-1409, for customers, employees, or other interested
parties who may have questions related to the reorganization.  In
addition, parties are encouraged to visit the company Web site at
http://www.hawaiiantel.com,for updates and other information
surrounding Monday's announcement.

                      About Hawaiian Telcom

Based in Honolulu, Hawaiian Telcom Communications, Inc., is
Hawaii's leading telecommunications provider, offering a wide
spectrum of telecommunications products and services, which
include local and long distance service, managed services, high-
speed Internet, and wireless services.

The company reported $34.6 million in net loss on $112.2 million
in operating revenues for the quarter ended September 30, 2008.
The company's balance sheet shows $1.3 billion in total assets,
$1.2 billion in total liabilities and $83 million in shareholder's
equity as of September 30.


HAWAIIAN TELCOM: Amends Application Services Pact with Accenture
----------------------------------------------------------------
Hawaiian Telcom Communications, Inc., said in a regulatory filing
with the Securities and Exchange Commission that it has entered
into Amendment Number Thirteen, effective as of December 1, 2008,
to the Application Services Agreement, effective as of February 5,
2007, by and between the company and Accenture LLP.  The Amendment
extends the term of the Agreement to January 31, 2009.

The parties are currently engaged in a bid process to migrate part
or all of the scope of the Application Services Agreement to a new
Master Services Agreement.  In the event that the New Agreement is
executed prior to January 31, 2009, the terms of the New Agreement
will supersede the Amendment for all migrated Statements of Work
and the fixed monthly charges specified in Schedule A for the
migrated SOWs will be prorated accordingly.

                      About Hawaiian Telcom

Based in Honolulu, Hawaiian Telcom Communications, Inc., is
Hawaii's leading telecommunications provider, offering a wide
spectrum of telecommunications products and services, which
include local and long distance service, managed services, high-
speed Internet, and wireless services.

The company reported $34.6 million in net loss on $112.2 million
in operating revenues for the quarter ended September 30, 2008.
The company's balance sheet shows $1.3 billion in total assets,
$1.2 billion in total liabilities and $83 million in shareholder's
equity as of September 30.

Hawaiian Telcom, its parent company, Hawaiian Telcom Holdco, Inc.,
and certain of its subsidiaries filed voluntary chapter 11
petitions on December 1, 2008 (Bankr. D. Del. Case No. 08-13086).
The filings seek to allow the company to continue its balance
sheet restructuring process.


HAWAIIAN TELCOM: Board Adopts One-Time Bonus Program for Execs
--------------------------------------------------------------
Hawaiian Telcom Communications, Inc., disclosed in a regulatory
filing with the Securities and Exchange Commission that its board
of directors consistent with the recommendations of the company's
compensation consultant, adopted on November 28, 2008, a one-time
performance-based incentive for executives to offset the company's
lack of an adequate long-term performance program and to align
executive performance with the overall performance of the company
during the company's on-going balance sheet restructuring and for
a subsequent defined period of time.

The payment of performance incentives under the performance
program is dependent upon achieving stated corporate targets for
Adjusted EBITDA, free cash flow and revenue.  The target
performance incentives, ranging from $57,000 to $2.3 million
depending upon position, are based on the long-term compensation
commitments made to the executives at the time of hire.  The
actual amounts payable under the performance program are not
guaranteed and may be less than or greater than the target
performance incentives depending on actual company performance.
Full payout under the performance program is deferred until, and
contingent upon, the executive's continued employment through
completion of the balance sheet restructuring and a subsequent
defined period of time.

Based in Honolulu, Hawaiian Telcom Communications, Inc., is
Hawaii's leading telecommunications provider, offering a wide
spectrum of telecommunications products and services, which
include local and long distance service, managed services, high-
speed Internet, and wireless services.

The company reported $34.6 million in net loss on $112.2 million
in operating revenues for the quarter ended September 30, 2008.
The company's balance sheet shows $1.3 billion in total assets,
$1.2 billion in total liabilities and $83 million in shareholder's
equity as of September 30.

Hawaiian Telcom, its parent company, Hawaiian Telcom Holdco, Inc.,
and certain of its subsidiaries filed voluntary chapter 11
petitions on December 1, 2008 (Bankr. D. Del. Case No. 08-13086).
The filings seek to allow the company to continue its balance
sheet restructuring process.


HAWAIIAN TELECOM: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hawaiian Telecom Communications, Inc.
        1177 Bishop Street
        Honolulu, HI 96813

Bankruptcy Case No.: 08-13086

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                      Case No.
        ------                                      --------
Hawaiian Telcom Holdco, Inc.                        08-13087
Hawaiian Telcom, Inc.                               08-13088
Hawaiian Telcom IP Service Delivery Research, LLC   08-13089
Hawaiian Telcom IP Video Research, LLC              08-13090
Hawaiian Telcom IP Service Delivery Investment, LLC 08-13091
Hawaiian Telcom IP Video Investment, LLC            08-13092
Hawaiian Telcom Services Company, Inc.              08-13093

Type of Business: The Debtors operate a telecommunications
                  company, which offers an array of
                  telecommunications products and services
                  including local and long distance service, high-
                  speed Internet, wireless services, and print
                  directory and Internet directory services.

                  See: http://www.hawaiiantel.com/

Chapter 11 Petition Date: December 1, 2008

Court: District of Delaware

Debtor's Counsel: Richard M. Cieri, Esq.
                  Paul M. Basta, Esq.
                  Christopher J. Marcus, Esq.
                  Kirkland & Ellis LLP
                  Citigroup Center
                  153 East 53rd Street
                  New York, NY 10022-4611
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900
                  http://www.kirkland.com/

Restructuring & Conflicts Counsel: Domenic E. Pacitti, Esq.
                                   Michael Yurkewicz, Esq.
                                   Klehr, Harrison, Harvey,
                                   Branzburg & Ellers LLP
                                   919 Market Street
                                   Wilmington, DE 19801-3062
                                   Tel: (302) 426-1189
                                   Fax: (302) 426-9193
                                   http://www.klehr.com/

Investment Banker: Lazard Freres & Co. LLC

Business Advisor: Zolfo Cooper Management LLC

Independent Auditors: Deloitte & Touche LLP

Notice and Claims Agent: Kurztman Carson Consultants LLC

Total Assets: $1,352,000,000 as of September 30, 2008

Total Debts: $1,269,000,000 as of September 30, 2008

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
US Bank National Association   9.75% sec. unsec. $200,000,000
Attn: Michael M. Hopkins       fixed rate notes
225 Asylum Street,             Due 2013
23rd Floor
Hartford, CT 06103
Tel: (860) 241-6820
Fax: (866) 640-1284

US Bank National Association   12.5% senior      $150,000,000
Attn: Michael M. Hopkins       Subordinated
225 Asylum Street,             Notes due 2015
23rd Floor
Hartford, CT 06103
Tel: (860) 241-6820
Fax: (866) 640-1284

US Bank National Association   senior unsecured  $150,000,000
Attn: Michael M. Hopkins       floating rate
225 Asylum Street,             notes due 2013
23rd Floor
Hartford, CT 06103
Tel: (860) 241-6820
Fax: (866) 640-1284

Local Insight Media            trade             $6,770,149
188 Inverness Drive
West, Suite 800
Englewood, CO 80112
Tel: (303) 867-1600
Fax: (303) 867-1604

Pacific Lightnet Inc.          CLEC               unliquidated
5512 NE 109th Court
Suite N
Vancouver, WA 98662
Tel: (808) 791-1000
Fax: (808) 791-3119

Hawaiian Electric Co. Inc.     utility            $1,221,372
900 Richards Street
Honolulu, HI 96813
Tel: (808) 548-7311
Fax: (808) 543-7799

Acenture LLP                   services           $1,038,781
11951 Freedom  Drive
Reston, VA 20190
Tel: (703) 947-2000
Fax: (703) 947-2002

Alakes LLC                     trade              $1,000,000
1200 N. Main Street
Suite 900
Santa Ana, CA 92701
Tel: (714) 543-9484
Fax: (714) 543-9972

Embarq Logistics               trade              $974,946
600 New Century Parkway
New Century, KS 66031
Tel: (800) 755-1950
Fax: (800) 776-3952

Fujitsu Network                trade              $955,659
Communications Inc.
2801 Telecom Parkway
Richardson
Tel: (360) 694-9707
Fax: (360) 694-0323

DataProse                      services           $931,890
1451 N. Rice Avenue, Suite A
Oxnard, CA 03030
Tel: (805) 871-4438
Fax: (805) 278-7421

Hewlett Packard Company        services           $879,898
3000 Hanover Street
Palo Alto, CA 94304
Tel: (650) 857-1501
Fax: (650) 857-5518

Universal Service              tax                $787,102
Administrative Company
2000 L Street N.W.
Suite 200
Washington, DC 20036
Tel: (202) 776-0200
Fax: (202) 776-0080

Hawaii Electric Light          utility            $416,020
Company Inc.

Alcatel USA Marketing Inc.     trade              $376,547
Inc.

MCI                            trade              $373,225

Sprint PCS                     trade              $318,000

Commercial Roofing &           trade              $309,000
Waterproofing

Ingram Micro Inc.              trade              $295,371

US Treasury                    trade              $285,945

Maui Electric Company Ltd.     trade              $264,090

Sprint                         trade              $226,518

Telmar Network Technology      trade              $210,379

Communication Consulting       trade              $198,335
Services Inc.

Lucent Technologies            trade              $190,473

Commericial Data Systems       trade              $190,217

Latham & Watkins LLP           legal              $180,743

Milici Valenti Ng Pack Inc.    services           $178,098

Solix Inc.                     trade              $174,257

Neustar Inc.                   trade              $158,519

The petition was signed by senior vice president, chief
financial officer and treasurer Robert F. Reich.


HAWTHORNE ON NORTH: Court Approves Dismissal of Chapter 11 Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved on
Nov. 24, 2008, the request of Howthorne on North 3rd, L.L.C., for
the dismissal of its Chapter 11 bankruptcy case.

On Sept. 29, 2008, the Court granted the request of Corus Bank,
its largest creditor, for relief from the authomatic stay in order
to foreclose on its loan.  The Debtor told the Court that in
deciding Corus' motion for relief from stay, the Court has already
determined that there is no reasonable prospect for the Debtor's
rehabilitation.

The Debtor also told the Court that its case should be dismissed
as there are no assets to liquidate, and no hope for
reorganization.

Based in Phoenix, Arizona, Hawthorne on North 3rd, L.L.C. is a
single asset real estate debtor.  The company operated an
apartment complex which was converted to condominiums in 2005.
The Debtor filed for Chapter 11 relief on April 14, 2008 (Bankr.
D. Ariz. Case No. 08-04094).  Jonathan P. Ibsen, at Jaburg & Wilk,
P.C., represents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets and debts of
$10 million to $50 million each.


HEALTH NET: A.M. Best Cuts Rating on $400MM 2017 Notes to "bb-"
---------------------------------------------------------------
A.M. Best Co. downgraded on November 14, 2008, the financial
strength ratings (FSR) to B+ (Good) from B++ (Good) and issuer
credit ratings (ICR) to "bbb-" from "bbb+" of Health Net of
California, Inc. and Health Net Life Insurance Company.
Concurrently, A.M. Best has downgraded the FSR to B+ (Good) from
B++ (Good) and ICRs to "bbb-" from "bbb" of Health Net Health Plan
of Oregon, Inc. and Health Net of Arizona, Inc.

A.M. Best also has downgraded the ICR and debt rating to "bb-"
from "bb+" of the parent company, Health Net, Inc. (Health Net)
(headquartered in Woodland Hills, CA) [NYSE: HNT]. The outlook for
all the ratings has been revised to stable from negative, except
for the outlook of Health Net Arizona, Inc., which remains
negative and the outlook for the debt, which is stable.

Additionally, A.M. Best has affirmed the FSRs of B+ (Good) and
ICRs of "bbb-" of Health Net's remaining subsidiaries, Health Net
of Connecticut, Inc., Health Net of New Jersey, Inc., Health Net
of New York, Inc. and Health Net Insurance of New York, Inc. The
outlook for these ratings is negative.

The ratings of Health Net reflect the trend of declining risk-
based capitalization, the increase in debt to capital to above 27%
and forecasted lower interest coverage below 10 times, which
demonstrates the enterprise's reduced financial flexibility. In
addition, near-term earnings have declined due to increased
medical cost trends and litigation charges stemming from a
settlement against company practices. Health Net has experienced
higher physician and hospital utilization trends negatively
impacting earnings, coupled with higher utilization in the
Medicare Advantage products. The profitability of the Medicare
Advantage product line should improve in 2009 with the
implementation of new rates and product design changes. However,
the higher physician and hospital utilization trends may take
longer to correct as Health Net evaluates the causes for the
increase and implements corrective measures. Furthermore, on
November 4, 2008, Health Net announced changes in its senior
management responsibilities. The board has instructed the Chief
Executive Officer to focus efforts on the company's strategy, with
particular emphasis on how best to deploy Health Net's assets in
the current competitive and economic environment.

The positive rating factors include the earnings strength added
from the TRICARE contract. Earnings from administering the TRICARE
contract have been very favorable since the contract was awarded
in 2003, and while the contract is up for renewal it has been
extended into 2010. In addition to the TRICARE contract, Health
Net maintains a diversified stream of revenues generated from
Medicare/Medicaid, behavioral health services through Managed
Health Network, Inc. and the remainder from commercial risk
business. However, commercial membership has been declining over
the past few years, and this trend is expected to continue due to
the economic environment. A.M. Best believes the commercial
segment still may be challenged for membership growth as it
competes with large national and Blue Cross and Blue Shield plans
in an economically challenging environment that is expected to see
a rise in employer group dis-enrollment.

The negative outlook for Health Net of Arizona, Inc. reflects a
13.6% increase in membership through June 2008, resulting from the
Medicare Advantage product line, combined with a statutory
underwriting loss of $7.2 million for the same time period.

The negative outlook for Health Net of Connecticut, Inc., Health
Net of New Jersey, Inc., Health Net of New York, Inc. and Health
Net Insurance of New York, Inc., reflects the Northeast
operations' struggle to return to and maintain profitability,
declining membership and operating in the very competitive New
York City metropolitan area.

This debt rating has been downgraded:

Health Net, Inc.

   -- to "bb-" from "bb+" on $400 million 6.375% of senior
unsecured notes, due 2017


INTERSTATE BAKERIES: Teamsters Majority Accepts CBA Modifications
-----------------------------------------------------------------
An overwhelming majority of the members of the International
Brotherhood of Teamster from across the United States of America
voted to accept modifications to their collective bargaining
agreements with Interstate Bakeries Corporation, the Union said in
a statement posted on its Web site on Nov. 12, 2008.

Leaders of local unions representing IBC's workers endorsed the
Modification Agreement, which was negotiated, along with a created
financial plan, between the private equity firm Ripplewood
Holdings, L.L.C., and Silver Point Finance Capital LLC.

Ripplewood Holdings, through its affiliate, IBC Investors I, LLC,
has agreed to (i) invest $44,200,000 in cash in the Reorganized
Company in exchange for 4,420,000 shares of common stock of the
Reorganized Company, and (ii) purchase $85,800,000 in New
Convertible Secured Notes, which will be issued by the
Reorganized Company and will be convertible into New Common
Stock.

Silver Point will inject $339 million of secured term loan credit
facility in IBC, along with Monarch Alternative Capital L.P., in
exchange for debt and equity instruments worth approximately one-
half of the secured obligations owed to them by IBC.

The Modification Agreement provides that, among other things:

* IBC employees will share in a Teamsters Equity Sharing Plan
   and receive 7% of the Company's total equity, in exchange for
   certain pay reductions.

* IBC will establish a Profit Sharing Program for all union-
   represented, hourly paid or non-exempt employees, of 10%
   of its net income.

* IBC may adopt a large format, direct store delivery and
   "drop and go" delivery system for bread and cake no earlier
   than Aug. 1, 2010, after a successful test in an area not
   represented by the Teamsters.

* IBC has the right to convert Transport hourly rates to trip
   rates, provided that the trip rates are equal to, or better
   than, the hourly rates for that year.

* IBC will consider re-entry into southern California,
   Northern Washington and Michigan markets, where all work
   formerly performed by Teamsters will be assigned to
   Teamsters.

* IBC will agree to a Neutrality and Protection of
   Jurisdiction Agreement.

The Modification Agreement, which covers more than 9,000 workers,
will be deemed effective on the first Sunday after IBC exits
bankruptcy.  It will expire on July 31, 2014.

The Teamsters relate that in September 2008, they reached a
tentative labor agreement with Ripplewood Holdings that enabled
it to line up financing with Silver Point Capital.

With the ratification of the Modification Agreement, IBC can
anticipate to "exit bankruptcy as early as December 2008 and no
later than February 2009," according to the statement.

Teamsters General President Jim Hoffa called the membership's
acceptance of the Modification Agreement a decision "to preserve
good American jobs" at IBC.  "The newly ratified agreement paves
the way for the company to exit bankruptcy as a stand-alone
entity which is the best opportunity for our members to keep
their jobs," Mr. Hoffa said.

"Our members knew this [A]greement was, by far, the best choice
in order to provide IBC with a sound financial footing," said
Richard Volpe, director of the Teamsters Bakery and Laundry
Conference.  He noted that during Agreement negotiations, the
Union prioritized "to protect Teamsters' jobs, achieve value
their sacrifices and put the Company in the best position to
grow."

"We have confidence in Ripplewood Holdings and believe that we
can work together with the new management team at IBC so that it
may survive and rebuild," Mr. Volpe added.

The Teamsters has noted that it will provide IBC with the official
results referendum, "as soon as practical after the ratification
vote."

                          About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on Nov. 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not receive any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.

The Debtors, on Oct. 4, 2008, filed another Plan of
Reorganization, which contemplates IBC's emergence from Chapter 11
as a stand-alone company.  The filing of the Plan was made in
connection with the plan funding commitments, on Sept. 12, 2008,
from an affiliate of Ripplewood Holdings L.L.C. and from
Silver Point Finance, LLC, and Monarch Master Funding Ltd.

(Interstate Bakeries Bankruptcy News, Issue No. 118; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


INTERSTATE BAKERIES: Wants Armour and NE Bakeries Consolidation
---------------------------------------------------------------
Interstate Bakeries Corporation and eight of its subsidiaries and
affiliates ask the he U.S. Bankruptcy Court for the Western
District of Missouri to approve the substantive consolidation of
these three entities into IBC:

  (1) Armour and Main Redevelopment Corporation;
  (2) New England Bakery Distributors, LLC; and
  (3) Mrs. Cubbison's Foods, Inc.

According to the Debtors, Armour and NE Bakery are "inactive,
essentially empty corporate shells."  Armour has had no business
or operations of any kind since the transfer of its property in
May 1998, to Interstate Brands Corporation, of which Armour is a
wholly-owned subsidiary.

Similarly, NE Bakery has been inactive for at least four and a
half years, and has no value on a liquidation basis.  The trade
claims filed against NE Bakery -- which aggregate less than
$3,700 -- appear to be vendor claims that are incorrectly filed
against NE Bakery because the creditors were located in the New
England region, not because of a creditor relationship with NE
Bakery.  The reconciliation process involving the De Minimis
Trade Debt of NE Bakery is continuing, the Debtors note.

Mrs. Cubbison's is an operating entity whose entire business is
outsourced either to third parties or other subsidiaries of the
Company.  All of the employees that perform work on behalf of
Mrs. Cubbison's are employed by Brands.  Mrs. Cubbison's
trademark is owned by and registered in the name of Brands.

Mrs. Cubbison's participates in the Debtors' consolidated cash
management system.  It maintains only two bank accounts in its own
name, consisting of (i) a zero-balance checking account that
receives funding from Brands only on an as-needed basis, and (ii)
a deposit account with funds that are swept regularly into the
Debtors' primary concentration account.

Mrs. Cubbison's also has nominal trade debt totaling less than
$14,000.  The Debtors estimate that, in a Chapter 7 liquidation,
Mrs. Cubbison's would yield perhaps substantially less than the
$300,000 distribution provided for in IBC's New Plan of
Reorganization filed on Oct. 4, 2008.

               $19.3-Mil. Control Group Claims

The Debtors note that they have recently entered into settlements
with the control group creditors, composed of a number of pension
plans and the Pension Benefit Guaranty Corporation, with respect
to withdrawal liability and other related claims aggregating
$19.3 million.

Pursuant to Section 1301(b)(1) of the Bankruptcy Code, each of the
Debtors, including Armour, NE Bakery and Mrs. Cubbison's, is
jointly and severally liable to the Control Group Creditors on
account of the Control Group Claims under the Employee Retirement
Income Security Act of 1974.

      Debtors: Substantive Consolidation is Appropriate

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, explains that the consolidation of Armour
and NE Bakeries is warranted because it facilitates the Debtors'
restructuring by eliminating the corporate vestiges of long-ago
completed transactions.  In the same manner, he says, Mrs.
Cubbison's is dependent upon IBC and its operating Debtor-
subsidiaries, hence, its value is derivative of, and inseparable
from, that of IBC.

Mr. Ivester explains that the substantive consolidation of the
Entities into IBC should be approved because it will:

  * relieve the Debtors from seeking Court authority to formally
    dissolve or merge the Entities, as permitted by corporate
    law;

  * eliminate the burdens associated with maintaining the
    Entities' corporate existence; and

  * avoid the time, cost and expense that would likely ensue if
    Control Group Creditors should fail to vote for the Plan,
    and if Chapter 7 Liquidation or judicial dissolution
    proceedings should follow.

Mr. Ivester relates that the New Plan of Reorganization filed by
the Debtors on Oct. 4, 2008, ensures that creditors of each of the
Entities to be consolidated into IBC will receive more than they
would in a Chapter 7 liquidation, which is the likely alternative
to the confirmation of the Plan.

In particular, he says, the Plan provides that the Entities'
creditors will have the right to share pro rata in a cash
distribution.  Since neither Armour nor NE Bakery has any assets,
consolidation of each of them into IBC can have no negative impact
upon their creditors.

Because IBC is already jointly and severally liable for the
Control Group Claims, consolidation will not cause any harm to
any of IBC's creditors, Mr. Ivester tells Judge Venters.

Furthermore, he contends, the consolidation of Mrs. Cubbison's
with IBC "works no harm, because a liquidation would very likely
result in no material distribution to creditors, and avoids the
unjust result . . . of allocating to the Control Group Creditors
substantially all of the de minimis value that would result from
Mrs. Cubbison's liquidation."

For these reasons, the Debtors ask the Court to approve the
substantive consolidation of Armour, NE Bakery and Mrs.
Cubbison's into IBC.

A hearing to consider the Substantive Consolidation Motion is
scheduled on Dec. 5, 2008.  Parties-in-interest must file
their objections to the Request, if any, on or before
Nov. 28, 2008.

                          About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on Nov. 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not receive any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.

The Debtors, on Oct. 4, 2008, filed another Plan of
Reorganization, which contemplates IBC's emergence from Chapter 11
as a stand-alone company.  The filing of the Plan was made in
connection with the plan funding commitments, on Sept. 12, 2008,
from an affiliate of Ripplewood Holdings L.L.C. and from
Silver Point Finance, LLC, and Monarch Master Funding Ltd.

(Interstate Bakeries Bankruptcy News, Issue No. 118; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


INTERSTATE BAKERIES: Wants Pref. Action Period Moved to Dec. 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
extended to Dec. 31, 2008, the deadline within which Interstate
Bakeries Corporation and its debtor-affiliates may pursue certain
preference and other potential actions.

The Debtors have noted that pursuant to separate Tolling
Agreements with Action parties, the Debtors are required to seek
the consent of the Parties to an extension of the Deadline if the
Debtors need additional time to investigate:

  -- potential actions under Sections 544, 555, 547, 548 and 554
     of the Bankruptcy Code; and

  -- potential actions that may be subject to Section 108,
     including state law fraudulent conveyance actions and
     derivative claims.

Paul M. Hoffman, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, relates that pending the anticipated confirmation
of the Debtors' New Plan of Reorganization on Dec. 5, 2008, the
Debtors will need more time to determine to pursue the Actions.

If the Plan is confirmed on Dec. 5, 2008, it will become
effective on or about Dec. 15, leaving the Debtors less than
two weeks to commence service of process in the Actions,
including approximately 200 Actions that are proposed to be
assigned to the Creditors' Trust under the Plan, Mr. Hoffman,
tells the Court.

The Creditors' Trust will be established for the benefit of
certain claims that existed and were estimated in the Disclosure
Statement filed by the Debtors with the Court on Jan. 30, 2008,
pursuant to a prior Plan.

Accordingly, the Debtors ask the Court to allow them to commence
service of process in the Preference and Prepetition Lenders
Actions, specifically involving Adversary Actions 06-04191 and
06-04192, to June 30, 2009.

Judge Venters will convene a hearing on Dec. 5, 2008, to
consider the Debtors' request.  Objections to the Extension
Motion, if any, must be filed with the Court on or before
Dec. 1.

                          About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on Nov. 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not receive any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.

The Debtors, on Oct. 4, 2008, filed another Plan of
Reorganization, which contemplates IBC's emergence from Chapter 11
as a stand-alone company.  The filing of the Plan was made in
connection with the plan funding commitments, on Sept. 12, 2008,
from an affiliate of Ripplewood Holdings L.L.C. and from
Silver Point Finance, LLC, and Monarch Master Funding Ltd.

(Interstate Bakeries Bankruptcy News, Issue No. 118; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


LAND STEWARDS: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Involuntary Debtor: Land Stewards, LC
                    1355 Beverly Rd. Suite 240
                    McLean, Va 22101
                    Tel: (703) 734-9730

Bankruptcy Case No.: 08-35895

Chapter 11 Petition Date: November 21, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Eastern District of Virginia (Richmond)

Bankruptcy Judge: Kevin R. Huennekens

Involuntary Debtor's
Counsel:             Pro Se

Petitioning
Creditors'
Counsel:             Paul S. Bliley, Jr., Esq.
                     Williams, Mullen, Clark & Dobbins
                     1021 East Cary Street
                     P. O. Box 1320
                     Richmond, VA 23218-1320
                     Tel: (804) 783-6448
                     E-mail: pbliley@williamsmullen.com

   Petitioning
   Creditors                 Nature of Claim    Amount of Claim
   -----------               ---------------    ---------------
Frank P. Ellis, IV           Unsecured Debt       $154,199
9707 Woodlake Place
New Market, MD 21774
Tel: (301) 865-3494

Joseph Betz                  Unsecured Debt       $41,625
3221 Ramsland Way
Frederick, MD 21704

Westwinds Properties, LLC    Unsecured Debt       $41,879
4502 Deer Spring Rd.
Middleton, MD 21769


LA STANZA: Involuntary Chapter 11 Case Summary
----------------------------------------------
Involuntary Debtor: La Stanza Diva Ristorante,Inc.
                    315 Main Street
                    Woburn, MA 01801

Bankruptcy Case No.: 08-18911

Chapter 11 Petition Date: November 21, 2008

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

Bankruptcy Judge: Joan N. Feeney

Involuntary Debtor's
Counsel:             Pro Se

Petitioning
Creditors'
Counsel:             Paul S. Bliley, Jr., Esq.
                     Williams, Mullen, Clark & Dobbins
                     1021 East Cary Street
                     P. O. Box 1320
                     Richmond, VA 23218-1320
                     Tel: (804) 783-6448
                     E-mail: pbliley@williamsmullen.com

   Petitioning
   Creditors                 Nature of Claim    Amount of Claim
   -----------               ---------------    ---------------
Scalley Real Estate,Inc.     Loans                $87,727
c/o Daniel P. Scalley,
President
3 Oxford Place
Woburn, MA 01801

Boston Factors, Inc.         Loans                $157,696
c/o Daniel Scalley,
President
3 Oxford Place
Woburn, MA 01801

Daniel P. Scalley            Credit advance:      $12,500
3 Oxford Place               AMEX
Woburn, MA 01801

Kristin A. Viveiros          Wages                $515
10 Hickory Ln
Billerica, MA 01862


LAS VEGAS SANDS: Bank Loan Sells at Substantial Discount
--------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands is
a borrower traded in the secondary market at 48.68 cents-on-the-
dollar during the week ended November 28, 2008, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 7.55 percentage points from
the previous week, the Journal relates.  The syndicated loan
matures on May 1, 2014, and Las Vegas Sands pays 175 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's B2 rating and Standard & Poor's B+ rating.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As of Sept. 30, 2008, the company has $14.7 billion in total
assets, and $12.4 billion in total liabilities.  Unrestricted cash
balances as of September 30, stood at $1.28 billion while
restricted cash balances were $239.1 million.  Of the restricted
cash balances, $199.6 million is restricted for Macao-related
construction and $32.3 million is restricted for construction of
Marina Bay Sands in Singapore.  As of Sept. 30, total debt
outstanding, including the current portion, was $10.35 billion.

PricewaterhouseCooppers, Las Vegas Sands' auditors, previously
concluded that there was substantial doubt about the company's
ability to continue as a going concern.

As reported by the Troubled Company Reporter, commencing
September 30, 2008, Las Vegas Sands' U.S. senior secured credit
facility and FF&E financings require the company's Las Vegas
operations to comply with certain financial covenants, including
to maintain a maximum leverage ratio of net debt, as defined, to
trailing 12-month adjusted earnings before interest, income taxes,
depreciation and amortization.

The company initially concluded that if the capital raising
program was unsuccessful and the company did not have access to
the available borrowings under the U.S. senior secured credit
facility, the company would need to immediately suspend portions,
if not all, of its ongoing global development projects and
consider other alternatives.  The company raised substantial doubt
about its ability to continue as a going concern.

On November 10, 2008, Las Vegas Sands announced revised
development plans and capital raising program. The company
temporarily or indefinitely suspended portions of its global
development projects to focus its development efforts on those
projects with the highest rates of expected return on invested
capital given the liquidity and capital resources available to the
company.  On November 14, the company completed the sale of
200,000,000 shares of its common stock and 10,446,300 shares of
its 10% Series A Cumulative Perpetual Preferred Stock with
warrants to purchase up to an aggregate of 174,105,348 shares of
common stock, resulting in net proceeds of approximately $2.1
billion.

The company received proceeds from the sale of the Preferred Stock
to the public and the Adelson family of $504.0 million and $525.0
million, respectively, net of underwriter's discounts and
commissions. The company also received net proceeds from the sale
of its common stock of $1.06 billion.  If the holders of the
Preferred Stock exercise the cash settlement feature provided
under the Warrants on or prior to their expiration date, the
company could receive additional proceeds of up to $1.04 billion
from the issuance of shares of its common stock.

As reported by the Troubled Company Reporter on November 18, 2008,
Las Vegas Sands said in a regulatory filing with the Securities
and Exchange Commission that based on the actions that management
has taken subsequent to November 5, 2008, together with net
proceeds obtained from the transactions, management has concluded
that the substantial doubt about the company's ability to continue
as a going concern has been removed.  In addition, PwC removed
that substantial doubt.


LAS VEGAS SANDS: Names Leven to Audit Panel, Complies with NYSE
---------------------------------------------------------------
Las Vegas Sands Corp. said in a regulatory filing with the
Securities and Exchange Commission that on November 24, 2008, its
Board of Directors elected Michael A. Leven, a current member of
the Board of Directors, to serve as a member of the Audit
Committee.  As a result, the company said it became in compliance
with the requirements of Section 303.07(a) of the New York Stock
Exchange's Listed Company Manual.

The company related that on November 19, 2008, it notified the
NYSE that Andrew R. Heyer had resigned as a member of its Board
and all committees of the Board on which he served, including the
Audit Committee.  As a result, the membership of the company's
Audit Committee was reduced to two directors.  On November 20,
2008, Las Vegas Sands received a notice from the NYSE that the
company is deficient in meeting the requirements of Section
303.07(a) of the NYSE's Listed Company Manual that requires that
the audit committee of a listed company have three members.

The company said Mr. Heyer resigned due to the increased demands
on his time related to his personal business interests.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As of Sept. 30, 2008, the company has $14.7 billion in total
assets, and $12.4 billion in total liabilities.  Unrestricted cash
balances as of September 30, stood at $1.28 billion while
restricted cash balances were $239.1 million.  Of the restricted
cash balances, $199.6 million is restricted for Macao-related
construction and $32.3 million is restricted for construction of
Marina Bay Sands in Singapore.  As of Sept. 30, total debt
outstanding, including the current portion, was $10.35 billion.

PricewaterhouseCooppers, Las Vegas Sands' auditors, previously
concluded that there was substantial doubt about the company's
ability to continue as a going concern.

As reported by the Troubled Company Reporter, commencing
September 30, 2008, Las Vegas Sands' U.S. senior secured credit
facility and FF&E financings require the company's Las Vegas
operations to comply with certain financial covenants, including
to maintain a maximum leverage ratio of net debt, as defined, to
trailing 12-month adjusted earnings before interest, income taxes,
depreciation and amortization.

The company initially concluded that if the capital raising
program was unsuccessful and the company did not have access to
the available borrowings under the U.S. senior secured credit
facility, the company would need to immediately suspend portions,
if not all, of its ongoing global development projects and
consider other alternatives.  The company raised substantial doubt
about its ability to continue as a going concern.

On November 10, 2008, Las Vegas Sands announced revised
development plans and capital raising program. The company
temporarily or indefinitely suspended portions of its global
development projects to focus its development efforts on those
projects with the highest rates of expected return on invested
capital given the liquidity and capital resources available to the
company.  On November 14, the company completed the sale of
200,000,000 shares of its common stock and 10,446,300 shares of
its 10% Series A Cumulative Perpetual Preferred Stock with
warrants to purchase up to an aggregate of 174,105,348 shares of
common stock, resulting in net proceeds of approximately $2.1
billion.

The company received proceeds from the sale of the Preferred Stock
to the public and the Adelson family of $504.0 million and $525.0
million, respectively, net of underwriter's discounts and
commissions. The company also received net proceeds from the sale
of its common stock of $1.06 billion.  If the holders of the
Preferred Stock exercise the cash settlement feature provided
under the Warrants on or prior to their
expiration date, the company could receive additional proceeds of
up to $1.04 billion from the issuance of shares of its common
stock.

As reported by the Troubled Company Reporter on November 18, 2008,
Las Vegas Sands said in a regulatory filing with the Securities
and Exchange Commission that based on the actions that management
has taken subsequent to November 5, 2008, together with net
proceeds obtained from the transactions, management has concluded
that the substantial doubt about the company's ability to continue
as a going concern has been removed.  In addition, PwC removed
that substantial doubt.


LEAR CORP: Bank Loan Continues to Sell at Substantial Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 49.50 cents-on-the-
dollar during the week ended November 28, 2008, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 7.07 percentage points from
the previous week -- when it traded at 56.57 cents-on-the-dollar -
- the Journal relates.  The syndicated loan matures on March 29,
2012, and Lear pays 250 basis points over LIBOR to borrow under
the facility.  The bank loan is unrated.

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

Participations in a syndicated loan under which Capital Automotive
REIT is a borrower traded in the secondary market at 41.90 cents-
on-the-dollar during the same period.  This represents a drop of
6.10 percentage points from the previous week, the Journal
relates.  The syndicated loan matures on December 16, 2010, and
Capital Automotive pays 175 basis points over LIBOR to borrow
under the facility.  The bank loan carries Moody's Ba1 rating and
Standard & Poor's BB+ rating.

Participations in a syndicated loan under which Swift
Transportation Co. Inc., is a borrower traded in the secondary
market at 43.08 cents-on-the-dollar during the same period, which
represents a drop of 5.71 percentage points from the previous
week.  The syndicated loan matures on March 15, 2014, and Lear
pays 275 basis points over LIBOR to borrow under the facility.
The bank loan carries Moody's B1 rating and Standard & Poor's B+
rating.

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


MARK BOTTONE: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mark Bottone
        63 Round Swamp Road
        Huntington, NY 11743

Bankruptcy Case No.: 08-76384

Chapter 11 Petition Date: November 13, 2008

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

Bankruptcy Judge: Robert E. Grossman

Debtor's Counsel: Raymond W. Verdi, Jr., Esq.
                  48 South Service Road, Suite 102
                  Melville, NY 11747
                  Tel: (631) 465-0042
                  Fax: (631) 465-0049
                  E-mail: hellerverdi@aol.com

Estimated Assets: $100,000 to $1,000,000

Estimated Debts: $1,000,000 to $100,000,000

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

              http://bankrupt.com/misc/nyeb08-76384.pdf


MARTIN SHAT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Martin Brian Shat
          aka Marty Shat
        7441 Darby Avenue
        Las Vegas, NV 89117

Joint Debtor: Anjanette Shat
                aka Anjanette Bryant

Bankruptcy Case No.: 08-23136

Chapter 11 Petition Date: November 5, 2008

Bankruptcy Court: United States Bankruptcy Court
                  District of Nevada (Las Vegas)

Debtor's Counsel: CHRISTOPHER G. GELLNER, ESQ.
                  302 E. CARSON AVE. #808
                  LAS VEGAS, NV 89101
                  Tel: (702) 386-9393
                  E-mail: cggellner@lvcoxmail.com

Total Assets: $1,990,600

Total Debts: $3,159,810

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

              http://bankrupt.com/misc/nvb08-23136.pdf


MICHAELS STORES: Bank Loan Sells at 50% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 49.20 cents-
on-the-dollar during the week ended November 28, 2008, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 4.70 percentage points
from the previous week, the Journal relates.  The syndicated loan
matures on October 31, 2013, and Michaels Stores pays 225 basis
points over LIBOR to borrow under the facility.  The bank loan
carries Moody's B2 rating and Standard & Poor's B rating.

Based in Irving, Texas, Michaels Stores, Inc. --
http://www.michaels.com/-- is a specialty retailer in North
America of arts, crafts, framing, floral, wall d‚cor, and seasonal
merchandise for the hobbyist and do-it-yourself home decorator.
As of November 18, 2008, the Company owns and operates 1,014
Michaels stores in 49 states and Canada and 163 Aaron Brothers
stores.

Based in Irving, Texas, Michaels Stores, Inc. --
http://www.michaels.com/-- is a specialty retailer in North
America of arts, crafts, framing, floral, wall decor, and seasonal
merchandise for the hobbyist and do-it-yourself home decorator.
As of November 18, 2008, the Company owns and operates 1,014
Michaels stores in 49 states and Canada and 163 Aaron Brothers
stores.

As of August 2, 2008, Michaels' balance sheet showed $1.7 billion
in total assets; $4.6 billion in total liabilities, of which $3.8
billion are long-term debt; and $2.9 billion in stockholders'
deficit.


MICHAELS STORES: To Release Q3 Results Today, Sees Sales Drop
-------------------------------------------------------------
Michaels Stores, Inc., is scheduled to release its third quarter
results today, December 2, 2008.  It is slated to conduct a
conference call at 4:00 p.m. CT.

In November, Michaels Stores said total sales for the third
quarter were $906 million, a 3.0% decrease from last year's $934
million.  Same-store sales for the quarter decreased 6.5% on a
2.8% decrease in average ticket, a 3.9% decrease in transactions,
and a 0.2% increase in custom frame deliveries.  Year-to-date
sales of $2.549 billion decreased 0.5% from $2.561 billion for the
same period last year.  Same-store sales year-to-date were down
4.1% over the same period a year ago on a 1.2% decrease in average
ticket, and a 2.9% decrease in transactions.  Canadian currency
translation reduced the average ticket for the third quarter by
approximately 0.7% and added approximately 0.3% for the first nine
months of fiscal 2008.

Michaels Stores also said in November that its cash position at
the end of the third quarter was approximately $92 million.  In
addition to its cash balance, the company has an asset-based
revolving credit facility, which provides senior secured liquidity
of up to $1.0 billion subject to a borrowing base.

On September 19, 2008, Michaels Stores drew an aggregate of $120
million under its October 31, 2006 senior secured asset-based
revolving credit facility with Banc of America, N.A. and other
lenders.  The company said it took this proactive step to ensure
that it had adequate liquidity to meet its cash needs while there
are disruptions in the debt markets.  It said the funds would be
used to support seasonal working capital needs, as well as semi-
annual interest payments associated with the company's 10% Senior
Notes due 2014 and 11-3/8% Senior Subordinated Notes due 2016.

As of October 14, 2008, the borrowing base was $966 million with
$515 million of unused availability.  Borrowings under the Asset-
based revolving credit facility bear interest at a rate per annum
equal to, at the company's option, either (a) a base rate
determined by reference to the higher of (1) the prime rate of
Bank of America, N.A. and (2) the federal funds effective rate
plus 1/2 of 1% or (b) a LIBOR rate subject to certain adjustments,
in each case plus an applicable margin. The initial applicable
margin for borrowings is 0.50% for base rate borrowings and 1.50%
for LIBOR borrowings. With respect to any last out tranche
borrowings, the initial applicable margin is 1.50% for base rate
borrowings and 2.50% for LIBOR borrowings. The applicable margin
is subject to adjustment each fiscal quarter based on the excess
availability under the Asset-based revolving credit facility.
Swingline Loans bear interest at a rate per annum equal to the
base rate plus the applicable margin.

Based in Irving, Texas, Michaels Stores, Inc. --
http://www.michaels.com/-- is a specialty retailer in North
America of arts, crafts, framing, floral, wall decor, and seasonal
merchandise for the hobbyist and do-it-yourself home decorator.
As of November 18, 2008, the Company owns and operates 1,014
Michaels stores in 49 states and Canada and 163 Aaron Brothers
stores.

As of August 2, 2008, Michaels' balance sheet showed $1.7 billion
in total assets; $4.6 billion in total liabilities, of which $3.8
billion are long-term debt; and $2.9 billion in stockholders'
deficit.


MIDWAY GAMES: Sumner Redstone Sells Controlling Stake in Firm
-------------------------------------------------------------
Merissa Marr at The Wall Street Journal reports that National
Amusements Inc. owner Sumner Redstone has sold his 87.2%
controlling stake in Midway Games Inc. to private investor,
Acquisition Holdings Subsidiary I LLC's Mark Thomas, for about
$100,000, to help pay for his debts.

WSJ relates that Mr. Redstone's stake had a market value of
$30 million on Friday.

Mr. Redstone, National Amusements, and Sumco, Inc., on Nov. 28,
2008, entered into a Stock Purchase Agreement with Acquisition
Holdings, pursuant to which the Sellers sold to the Purchaser all
of the Midway Games Common Shares the Sellers beneficially owned,
which shares represent roughly 87.2% of the total issued and
outstanding Common Shares of the company.  Concurrently with the
execution of the Stock Purchase Agreement, NAI and the Purchaser
entered into a Participation Agreement, pursuant to which NAI
granted to the Purchaser an undivided interest and participation
in certain of the loans and advances made by NAI to Midway Games:
NAI has agreed to make advances and loans to Midway and its
affiliates in an aggregate amount not to exceed at any time
outstanding (i) $30,000,000 under a Loan and Security Agreement,
dated as of Feb. 29, 2008, and (ii) $40,000,000 under an Unsecured
Loan Agreement, dated as of
Feb. 29, 2008.

A full-text copy of the Participation Agreement is available at no
charge at:

              http://ResearchArchives.com/t/s?3585

Mr. Thomas will assume $70 million of senior secured and unsecured
debt at Midway Games, says WSJ.

According to WSJ, the sale represents a significant loss on Mr.
Redstone's investment but secures a big tax benefit as he tries to
sell other assets.  Citing a person familiar with the situation,
WSJ states that National Amusements would realize a tax loss of
more than $800 million in 2008.  The source said that and the
company could use a portion of the loss against income earned this
year and a tax refund of amounts paid in prior years, the report
states.

WSJ relates that National Amusements negotiating with its banks to
restructure its $1.6 billion debt pile after breaching one of its
debt covenants.  The Redstone family has been discussing selling
some of its assets, as part of the restructuring, the report says.

WSJ states that the sale of the Midway Games stake was agreed on
Friday and wasn't conducted as part of a deal with the banks.  The
sale would ease the pressure on the Redstone family and
potentially contribute to a final deal with the banks, according
to the report.

According to WSJ, Mr. Redstone already sold $233 million of his
holdings in Viacom Inc. and CBS Corp. to help ease his family's
debt issues, and has promised not to sell any more of his holdings
in those firms.

       Midway Games Falls Below Listing Standards at NYSE

On Nov. 14, 2008, Midway Games received notification from the New
York Stock Exchange that it has fallen below the standard for
continued listing of its common stock on the NYSE that requires a
minimum average closing price of $1.00 per share over 30
consecutive trading days.

Under NYSE rules, Midway Games has six months from the date of the
notice, subject to possible extension, to cure the deficiency.
During this cure period, the company's shares will continue to be
listed and traded on the NYSE.  The company plans to notify the
NYSE that it will seek to cure the deficiency.

Midway Games' business operations and Securities and Exchange
Commission reporting requirements are unaffected by this notice.

                       About Midway Games

Based in Chicago, Illinois, Midway Games, Inc. (NYSE: MWY),
formerly Midway Manufacturing -- http://www.midway.com/-- is a
video game publisher.  The company sells video games for play on
home consoles, handheld devices and personal computers to mass
merchandisers, video rental retailers, software specialty
retailers, Internet-based retailers and entertainment software
distributors.  It sells video games primarily in North America,
Europe, Asia, and Australia for the major video game platforms and
handheld devices.

Bloomberg News says Midway is controlled by billionaire Sumner
Redstone.  Lender National Amusements is Mr. Redstone's holding
company.  Bloomberg says National Amusements and Redstone control
87% of Midway shares.


MIDWAY GAMES: Director Waxman Unloads Equity Stake
--------------------------------------------------
Robert N. Waxman, a director at Midway Games, Inc., disclosed in a
regulatory filing with the Securities and Exchange Commission that
he has disposed of his equity stake in the company on four
separate transactions.  Mr. Waxman unloaded a total of 8,000
shares on November 25, 2008.  Mr. Waxman no longer holds company
common stock.

Mr. Waxman first filed a Form 4 with the SEC on November 26, 2008,
to disclose the transaction.  He filed an amended form two days
later, indicating that the original filing incorrectly disclosed a
derivative security transaction; however, no derivative security
transactions occurred.

                       About Midway Games

Based in Chicago, Illinois, Midway Games, Inc. (NYSE: MWY),
formerly Midway Manufacturing -- http://www.midway.com/-- is a
video game publisher.  The company sells video games for play on
home consoles, handheld devices and personal computers to mass
merchandisers, video rental retailers, software specialty
retailers, Internet-based retailers and entertainment software
distributors.  It sells video games primarily in North America,
Europe, Asia, and Australia for the major video game platforms and
handheld devices.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Midway Games said that it continues to face significant challenges
with respect to liquidity.  In a regulatory filing with the
Securities and Exchange Commission, Midway reported $75.9 million
in net loss for the three months ended Sept. 30, 2008.  Midway
also disclosed $167.5 million in total assets, including $10.3
million in cash and cash equivalents, as of
Sept. 30, 2008.  The company had $271.0 million in total
liabilities, including $189.2 million in current liabilities.
Midway said it has experienced annual operating losses since its
fiscal year ended June 30, 2000.


MIDWAY GAMES: Slapped with 2 NYSE Non-Compliance Notices
--------------------------------------------------------
Midway Games Inc., on November 24, 2008, received notice from NYSE
Regulation, Inc. that it was not in compliance with the New York
Stock Exchange's continued listing criteria under Section 802.01B
of the NYSE Listed Company Manual because its average market
capitalization over a consecutive 30 trading-day period was less
than $75 million and its most recently reported stockholder'
equity was less than $75 million.

Under NYSE rules, the company has 45 days from the date of the
notice to submit a plan to the NYSE to demonstrate its ability to
achieve compliance with the continued listing standards within 18
months of receiving the notice.  The company intends to submit
such a plan.  During this cure period, the company's shares will
continue to be listed and traded on the NYSE, subject to the
Company's compliance with other NYSE continued listing standards.

The company's business operations and Securities and Exchange
Commission reporting requirements are unaffected by this notice.

The November 24 notice is in addition to the notice received on
November 14, 2008, relating to the company's non-compliance with
Section 802.01C of the Listed Company Manual.  NYSE Regulation has
said the company was not in compliance with the NYSE Listed
Company Manual because the average closing price of its common
stock was less than $1.00 per share over a consecutive 30 trading-
day period as of the notification date.

With respect to the November 14 notice, the company has said it is
exploring its options in respect to this deficiency.  Under NYSE
rules, the company must notify the NYSER within 10 business days
of receipt of the NYSER Notice of its intent to cure this
deficiency, or it will be subject to the NYSE's suspension and
delisting procedures.  The company has six months from the date of
the NYSER Notice to cure the deficiency.

                       About Midway Games

Based in Chicago, Illinois, Midway Games, Inc. (NYSE: MWY),
formerly Midway Manufacturing -- http://www.midway.com/-- is a
video game publisher.  The company sells video games for play on
home consoles, handheld devices and personal computers to mass
merchandisers, video rental retailers, software specialty
retailers, Internet-based retailers and entertainment software
distributors.  It sells video games primarily in North America,
Europe, Asia, and Australia for the major video game platforms and
handheld devices.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Midway Games said that it continues to face significant challenges
with respect to liquidity.  In a regulatory filing with the
Securities and Exchange Commission, Midway reported $75.9 million
in net loss for the three months ended Sept. 30, 2008.  Midway
also disclosed $167.5 million in total assets, including $10.3
million in cash and cash equivalents, as of
Sept. 30, 2008.  The company had $271.0 million in total
liabilities, including $189.2 million in current liabilities.
Midway said it has experienced annual operating losses since its
fiscal year ended June 30, 2000.


MIDWAY GAMES: Director Waxman Unloads Equity Stake
--------------------------------------------------
Robert N. Waxman, a director at Midway Games, Inc., disclosed in a
regulatory filing with the Securities and Exchange Commission that
he has disposed of his equity stake in the company on four
separate transactions.  Mr. Waxman unloaded a total of 8,000
shares on November 25, 2008.  Mr. Waxman no longer holds company
common stock.

Mr. Waxman first filed a Form 4 with the SEC on November 26, 2008,
to disclose the transaction.  He filed an amended form two days
later, indicating that the original filing incorrectly disclosed a
derivative security transaction; however, no derivative security
transactions occurred.

                       About Midway Games

Based in Chicago, Illinois, Midway Games, Inc. (NYSE: MWY),
formerly Midway Manufacturing -- http://www.midway.com/-- is a
video game publisher.  The company sells video games for play on
home consoles, handheld devices and personal computers to mass
merchandisers, video rental retailers, software specialty
retailers, Internet-based retailers and entertainment software
distributors.  It sells video games primarily in North America,
Europe, Asia, and Australia for the major video game platforms and
handheld devices.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Midway Games said that it continues to face significant challenges
with respect to liquidity.  In a regulatory filing with the
Securities and Exchange Commission, Midway reported $75.9 million
in net loss for the three months ended Sept. 30, 2008.  Midway
also disclosed $167.5 million in total assets, including $10.3
million in cash and cash equivalents, as of
Sept. 30, 2008.  The company had $271.0 million in total
liabilities, including $189.2 million in current liabilities.
Midway said it has experienced annual operating losses since its
fiscal year ended June 30, 2000.


NATIONAL ATLANTIC: A.M. Best Affirms Issuer Credit Rating at "bb"
-----------------------------------------------------------------
A.M. Best Co. on November 26, 2008, removed from under review with
negative implications and affirmed the financial strength rating
(FSR) of B++ (Good) and the issuer credit ratings (ICR) of "bbb"
of the Palisades Group (Palisades) (Berkeley Heights, NJ) and its
members. The ratings have been assigned a stable outlook.

Concurrently, A.M. Best has removed from under review with
negative implications and affirmed the financial strength rating
FSR of B++ (Good) and ICRs of "bbb" of the High Point companies
(Red Bank, NJ). The outlook assigned to these ratings is stable.

Additionally, A.M. Best has removed from under review with
negative implications and affirmed the ICR of "bb" on National
Atlantic Holdings Corporation. Subsequently, A.M. Best has
withdrawn the rating and assigned an "nr" as the company has filed
for dissolution.

The ratings reflect Palisades Group's adequate risk-adjusted
capitalization, favorable operating earnings and well-established
market position as a leading writer of personal lines business in
New Jersey. Partially offsetting these positive rating factors are
the group's elevated underwriting leverage position and business
concentration in New Jersey. This concentration exposes the group
to potential catastrophic weather-related losses, unfavorable
judicial decisions, regulatory actions and increasing competitive
pressures.

The group's positive operating income over the latest five-year
period was generated as a direct result of its steady investment
income, focused operating strategy and knowledge of local market
conditions. The outlook reflects the group's level of risk-
adjusted capitalization, operating income and position within the
New Jersey insurance market.

The ratings also consider the August 1, 2008 acquisition of
Proformance Insurance Company, a New Jersey-domiciled, personal
lines carrier (renamed Palisades Property Casualty Insurance
Company). Upon closing, Palisades streamlined claim handling
processes and strengthened loss and LAE reserves. As a result of
this transaction, Palisades will gain increased market share,
become the largest independent agent carrier in New Jersey, create
expense synergies and strengthen its competitive position in the
state.

The Palisades Group is comprised of Palisades Safety and Insurance
Association, the lead company, and its wholly-owned subsidiaries:

   Palisades Insurance Company
   Palisades Property and Casualty Insurance Company
   High Point Preferred Insurance Company
   High Point Property and Casualty Insurance Company
   High Point Safety and Insurance Company
   Twin Lights Insurance Company
   Teachers Auto Insurance Company of New Jersey


NATURE'S HARVEST: Collapse Is Due to Rising Interest Payments
-------------------------------------------------------------
Michael Sasso at The Tampa Tribune reports that the declining
economy, rising interest payments on a business loan, and chain
competition has brought about Nature's Harvest Market and Deli,
Inc.'s collapse.

David Taylor, who sold the business in August 2008 to small
natural foods chain Rollin' Oats, expanded the store to 18,000
square feet from 13,000 square feet, started carrying a larger
selection of organic wine, and launched a new marketing campaign
to better compete with Wild Oats -- now Whole Foods -- which was
opening the Bay area's first natural foods superstore a mile away
from his store.

Tampa, Florida-based Nature's Harvest Market and Deli, Inc. --
http://www.naturesharvestmarket.com/-- is a family owned natural
foods grocery store serving the Tampa Bay area for 20 years.  The
company filed for Chapter 11 protection on Oct. 9, 2007 (Bankr. M.
D. Fla. Case No. 07-09454).  Russell M. Blain, Esq., at Stichter,
Riedel, Blain & Prosser, P.A., represents the company in its
restructuring effort.  The company listed assets of $100,000 to
$1 million and debts of $1 million to $100 million.


PAPER INTERNATIONAL: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Paper International Inc. and its debtor-affiliates delivered to
the United States Bankruptcy Court for the Southern District of
New York their schedules of assets and liabilities:

    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-- manufactures paper and
packaging products with operations in North America, Europe, Latin
America, Russia and North Africa.  The Debtors have more than
50,000 employees in in 20 countries.  The company and Fiber
Management of Texas, Inc. filed for Chapter 11 protection on Oct.
6, 2008 (Bankr. S.D. N.Y. Lead Case No.08-13917).  Larren M.
Nashelsky, Esq., at Morrison & Foerster LLP, represents the
Debtors.  The Debtor selected Meade Monger as their chief
restructuring officer.  The Debtors also selected AP Services,
LLC, as their restructuring advisor.

Corporacion Durango, S.A.B. de C.V. of Durango, Mexico, owns 100%
of the Debtors' interests as of October 6, 2008.  Corporacion
Durango filed a voluntary Chapter 15 petition in the United States
Bankruptcy Court for the District of New York, Case No. 08-13911.
Paper International listed assets between $100 million and
$500 million, and debts between $500 million to $1 billion, while
Fiber Management listed assets between $1 million to $10 million
and debts between $500 million and $1 billion.


PILGRIM'S PRIDE: Files for Chapter 11 Bankruptcy in Texas
---------------------------------------------------------
Pilgrim's Pride Corporation together with certain of its wholly
owned subsidiaries filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Northern District of Texas
in an effort to address certain short-term operational and
liquidity challenges.

Richard A. Cogdill, chief financial officer of Pilgrim's Pride,
relates that over the past 12 months, the underlying economics of
the poultry industry have deteriorated dramatically.
Profitability in the chicken industry is materially affected by
the commodity prices of feed ingredients.  The cost of corn and
soybeans, the company's primary feed ingredients, increased
significantly over the past year as a result of, among other
things, increasing demand for these products around the world and
because of the passage of the Energy Independence and Security Act
of 2007.  That act requires a gradual increase in the production
of biofuels, including ethanol from nine billion gallons in 2008
to 36 billion gallons by 2022.

As a result, the demand for, and price of, corn has increased.
The price of corn has historically been in the $2 to $3 per bushel
range, but rose as high as $7.65 per bushel in late June of 2008,
resulting in significantly higher feed expenses for the company
which in turn, contributed to significant financial losses.  The
company's attempt to hedge their feed ingredients costs against an
increase in commodity prices during the fourth quarter of fiscal
year 2008 resulted in increased losses when the price of corn
abruptly reversed course from its record highs and began to
decline in July and throughout the remainder of the summer and
into the fall of 2008.

The company related that the cost of energy has also significantly
increased.  The company operates almost three dozen processing
plants and their infrastructure includes production and
manufacturing equipment, as well as associated transportation
delivery costs.   The company said it is necessary for the it to
allocate more of their budget to fund fuel and other energy costs
to ensure the smooth functioning of the the company's operations
due to higher energy prices.

In addition to the increases in the cost of feed ingredients and
the cost of energy, the supply of chicken products has continued
to exceed profitable demand, leading to an oversupply in the
industry.  Further, in addition to increased competition from
other meat proteins as these meat proteins liquidated livestock to
mitigate the adverse effects of soaring feed ingredient costs, the
U.S. chicken industry, like others has been negatively
affected by the downturn in the nation's economy.  This has
resulted in reduced demand for chicken products in general,
including Pilgrim's Pride's products, and has made it more
difficult for the Debtors to increase product pricing to offset
their higher costs for feed and energy.  The company stated that
market pricing for chicken breast meat during the summer
months -- historically a time of peak demand -- proved much
weaker than expected in the summer of 2008.

In the months prior to the bankruptcy filing, the Debtors
considered various out-of-court restructuring alternatives.  They
retained Bain Corporate Renewal Group, LLC and Lazard Freres & Co.
LLC to work as their advisors in connection with operational and
balance sheet restructuring alternatives. In November 2008, PPC
also appointed William K. Snyder, managing partner of CRG Partners
Group, LLC, as chief restructuring officer to assist the company
in capitalizing on cost reduction initiatives, developing
restructuring plans, and exploring opportunities to improve PPC's
long-term liquidity.  However, due to the worldwide credit crisis,
no viable out-of-court balance sheet restructuring alternative
materialized.  As the Debtors' liquidity position continued to
worsen, and the end of the waiver period granted by lenders
approached, the Debtors determined that the only method to protect
the interests of all stakeholders was to seek protection under the
Bankruptcy Code.

The company's operations are expected to continue as normal
throughout the bankruptcy process while it develops a
reorganization plan to resolve its temporary operational and
liquidity issues.  According to the company, its operations
in Mexico and certain operations in the United States were not
included in the filing and will continue to operate outside of the
Chapter 11 process.

                        Capital Structure

The company said it had approximately $224.9 million in general
unsecured claims as of Nov. 24, 2008.  In addition, the company
said it is the issuer of notes under three indentures aggregating
approximately $657 million in unsecured indebtedness.

According to the company, its primary sources of funding are:

  i) a revolving credit facility, dated as of Feb. 8, 2007, as
     amended and restated, by among others, the company and its
     affiliates To-Ricos, Ltd. and To-Ricos Distribution, Ltd.,
     and Bank of Montreal, Chicago Branch administrative agent;
     and

ii) revolving credit facility and term loan dated Sept. 21,
     2006, as amended and restated, by among others, the company
     and CoBank ACB, as administrative agent, and the other
     agents and syndication parties signatory thereto.

The BMO Credit Agreement provides for a revolving credit
facility of $300 million and is secured by all inventory and farm
products whether now owned or existing or hereafter created,
including all claims and rights of the company against any of its
growers.  The agreement matures on Feb. 8, 2013.  The company said
Pilgrim Interests, Ltd., an entity controlled by Lonnie Pilgrim
and his family, is a guarantor with respect to 50% of the
obligations under the agreement.  As of Nov. 28, 2008, the
aggregate principal amount outstanding under the BMO Agreement
was approximately $311 million.

The CoBank Credit Agreement provides for a revolving credit
facility of $550 million and a term loan of $750 million secured
by all of the company's real property interests, furniture,
fixtures and equipment located at, or used in connection with, the
poultry hatching, raising, slaughtering, processing, packaging,
and shipping operations and facilities.  The agreement matures on
Sept. 16, 2011.  Pilgrim Interests, Ltd. is a guarantor under the
agreement with respect to 50% of the obligations of the company.
As of Nov. 28, 2008, the aggregate principal amount outstanding
was $1.127 billion under the agreement.

       Amended and Restated Receivables Purchase Agreement

The company said it is also party to (i) an Amended and Restated
Receivables Purchase Agreement dated Sept. 26, 2008, by and among
the company and a non-debtor subsidiary, Pilgrim's Pride Funding
Corporation, BMO Capital Markets Corp. and various purchasers; and
(ii) a Purchase and Contribution Agreement dated June 26, 2008, by
and between the company and its non-debtor unit.  On the one hand,
under the Purchase and Contribution Agreement routinely sells a
pool of accounts receivable from customers, on a revolving basis,
to Pilgrim's Pride Funding and, on the other hand, under the
Amended and Restated Receivables Purchase Agreement, PPFC then
sells undivided interests in the receivables to an outside
conduit, which has committed, under certain circumstances and
subject to certain conditions, to purchase undivided interests in
those receivables.

The company said it retains servicing responsibility over
servicing all receivables subject to the Amended and Restated
Receivables Purchase Agreement.  The Amended and Restated
Receivables Purchase Agreement also, among other things, gives BMO
Capital Markets certain control over lock-box and collection
accounts established in connection with the agreement, the company
noted.  As of Nov. 28, 2008, the aggregate principal amount
outstanding under the Amended and Restated Receivables Purchase
Agreement was approximately $224.9 million, the company adds.

                    Notes and Debt Securities

The company stated that it is the issuer under three indentures:

  i) approximately $400 million 7 5/8% Senior Notes due May 1,
     2015;

ii) approximately $250 million aggregate principal amount
     outstanding of 8 3/8% Senior Subordinated Notes due May 1,
     2017; and

iii) approximately $6.996 million aggregate principal amount
     outstanding of 9 1/4% Senior Subordinated Notes, due
     Nov. 15, 2013.

According to the company, None of its subsidiaries is a guarantor
under any of the Notes.  The company said that the Senior Notes
are its unsecured senior obligations and rank equally with all of
its other senior indebtedness and are effectively subordinated to
its  existing and future secured obligations and to the
indebtedness of its subsidiaries.  In addition, the Subordinated
Notes are the company's unsecured senior subordinated obligations
which are subordinated to its senior obligations and are
effectively subordinated to its existing and future secured
obligations and the indebtedness of its subsidiaries.  The Senior
Subordinated Notes rank pari passu with the Subordinated Notes,
the company noted.

                  Industrial Revenue Bond Debt

The company said it is a number of lease agreements backing
certain Industrial Revenue Bonds issued by various municipalities.
The IRBs were issued to fund construction of facilities in these
municipalities, which in turn were leased to the company.  The
lease payments on the facilities satisfy the amounts due on the
bonds.  As of its bankruptcy filing, the company had at least
$39.2 million outstanding pursuant to IRBs held by third parties.

                          Common Stock

The company further said that it had over 74 million shares of
common stock outstanding.  Through two limited partnerships and
related trusts and voting agreements, Lonnie Pilgrim, his wife
Patricia Pilgrim, and his son, Lonnie Ken Pilgrim, control 62.225%
of the voting power of the company's outstanding stock.

"Over the past year, Pilgrim's Pride has faced a number of
significant challenges including high feed-ingredient costs, an
oversupply of chicken, weak market pricing and softening demand,"
said Clint Rivers, president and chief executive officer.  "After
careful consideration of all available alternatives, the company's
Board of Directors determined that a Chapter 11 filing was a
necessary and prudent step and the best way to obtain the
financing necessary to maintain regular operations and allow for a
successful restructuring.  We expect to emerge from this
restructuring a stronger, more competitive company that is well
positioned for growth and enhanced profitability.  We are proud of
the consistently high quality of our products, our valued customer
relationships and the high level of service we provide."

In conjunction with the filing, the company is seeking approval to
enter into a $450 million debtor-in-possession financing facility
arranged by Bank of Montreal as lead agent.  If approved by the
Court, the DIP Financing will provide an immediate source of funds
to the Company, enabling it to satisfy the customary obligations
associated with the daily operation of its business, including the
timely payment of employee wages and other obligations.

Moreover, the company has asked the Court for additional
authorizations, including permission to continue paying employee
wages and salaries, to provide employee benefits without
interruption, and to continue with its various customer programs.

The company said suppliers should expect to be paid for
post-petition purchases of goods and services in the ordinary
course of business during the Chapter 11 process.

"On behalf of the entire management team, I would like to thank
our customers and suppliers for their continued support during
this process.  I also want to recognize our dedicated employees,
whose continued support and commitment are crucial to the future
success of our company.  We are all dedicated to making this
financial restructuring a success," Mr. Rivers concluded.

                      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.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company 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


PILGRIM'S PRIDE: Lines Up $450-Mil. DIP Loan from Bank of Montreal
------------------------------------------------------------------
Pilgrim's Pride Corporation and its debtor affiliates ask the
United States Bankruptcy Court for the Northern District of Texas
Fort Worth Division for approval to obtain $450 million of debtor-
in-possession financing from Bank of Montreal as lead agent.

Richard A. Cogdill, chief financial officer of Pilgrim's Pride,
relates that the proposed financing will be senior to all
obligations under (i) the BMO Agreement, of which $311 million is
owed to Bank of Montreal, Chicago Branch administrative agent, and
other lenders and (ii) the CoBank Agreement, under which
$1.27 billion is outstanding and owed t CoBank ACB, as
administrative agent, and the other agents and syndication parties
signatory thereto.  As such, the liens created pursuant to this
financing arrangement are priming liens with respect to liens
currently held by the BMO Lending Group and the CoBank Lending
Group.

Prior to the commencement of the Debtors' chapter 11 cases, the
Debtors and Lazard Freres & Co. LLC, the Debtors' financial
advisors, surveyed various sources of postpetition financing,
including financing from the Prepetition Lenders and unrelated
third parties.  The Debtors and Lazard approached various other
parties having the capability of providing a facility of the size
required, including the proposed DIP Lenders.  Although they
approached several parties, they were only able to solicit
proposals from two parties who indicated interest in providing
postpetition financing and provided concrete pricing and structure
proposals.

In exploring their options, the Debtors recognized that the
obligations owed to the Prepetition Lenders are secured by
substantially all of the Debtors' real and personal
property, such that either (i) the liens of the Prepetition
Lenders would have to be primed to obtain postpetition financing,
or (ii) the Debtors would have to find a postpetition lender
willing to extend credit that would be junior to the liens of the
Prepetition Lenders.  Indeed, each of the proposals the Debtors
received required liens priming those of the Prepetition Lenders.

The Prepetition Lenders advised the Debtors that they would not
grant a blanket consent to be primed by another lender group;
however, a subset of the Prepetition Lenders indicated a
willingness to negotiate terms of a postpetition financing
facility the Debtors believed other Prepetition Lenders
would find acceptable.

The Debtors are seeking authorization to enter into the DIP Credit
Agreement on an interim basis pending a final hearing.  Based on
their cash needs during the interim period and the inherent
uncertainties in collection of accounts receivable, the Debtors
have determined that during the interim period and until the Final
Order is entered, they will need to borrow from the DIP Lenders
approximately $365 million.  The availability of the Interim DIP
Loan will not only ease the Debtors' liquidity constraints beyond
access to the cash collateral, but will allow the Debtors to
satisfy the aggregate principal amount outstanding under the
Amended and Restated Receivables Purchase Agreement.  The A/R
Takeout will enable the receivables that have been sold pursuant
to the Amended and Restated Receivables Agreement to be
repurchased by the Debtors.  Without the A/R Takeout, the Debtors'
liquidity and access to funds under the DIP Facility will be
negatively impacted.

Availability under the DIP Facility is determined by a borrowing
base consisting of eligible receivables.  By repurchasing the
accounts receivables subject to the Amended and Restated
Receivables Agreement, the Debtors, therefore, increase their
access to funds available under the DIP Facility and as a result,
improve liquidity.  Moreover, upon the repurchase of the
receivables subject to the Amended and Restated Receivables
Agreement, these receivables will become assets of the Debtors'
estate, Mr. Cogdill explains.

Ultimately, the DIP Lenders, who comprise certain of the
Prepetition Lenders, were willing to extend postpetition financing
on the terms and conditions described in the Motion, including
pricing and fee structure more favorable, in the aggregate, than
any alternative proposal.  Moreover, nonparticipating Prepetition
Lenders have consented to the provisions of the proposed DIP
financing.

In order to address their working capital needs and fund their
reorganization efforts, the Debtors also require the use of cash
collateral of the Prepetition Lenders.  Coupled with the proceeds
of the DIP Credit Facility, the use of Cash Collateral will
provide the Debtors with necessary additional capital to operate
their businesses, pay their employees, maximize value, and
successfully reorganize under chapter 11.  The proposed financing
includes adequate protection in the form of replacement liens and
other payments to the Prepetition Lenders for use of the Cash
Collateral.

Mr. Codgill avers that the credit provided under the DIP Credit
Facility and the use of Cash Collateral will enable the Debtors to
continue to satisfy their customers' needs, provide customer care
and marketing services, pay their employees, and operate their
businesses in the ordinary course and in an orderly and reasonable
manner to preserve and enhance the value of their estates for the
benefit of all parties in interest.  The availability of credit
under the DIP Credit Facility will provide confidence to the
Debtors' creditors that will enable and encourage them to continue
their relationships with the Debtors.  Finally, the implementation
of the DIP Credit Agreement will be viewed favorably by the
Debtors' employees, customers and vendors, thereby promoting a
successful reorganization.


PILGRIM'S PRIDE: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pilgrim's Pride Corporation
        P.O. Box 93
        Pittsburg, Texas 75686
        Tel: (800) 824-1159

Bankruptcy Case No.: 08-45664

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
PFS Distribution Company                           08-45661
PPC Transportation Company                         08-45665
To-Ricos, Ltd.                                     08-45669
To-Ricos Distribution, Ltd.                        08-45670
PPC of West Virginia, Inc.                         08-45673
PPC Marketing, Ltd.                                08-45676

Type of Business: The Debtors produces, distributes and markets
                  poultry processed products through retailers,
                  foodservice distributors and restaurants in the
                  U.S., Mexico and in Puerto Rico.  In addition,
                  the company owns 34 processing plants in the
                  United States and 3 processing plants in Mexico.
                  The processing plants are supported by 42
                  hatcheries, 31 feed mills and 12 rendering
                  plants in the United States and 7 hatcheries, 4
                  feed mills and 2 rendering plants in Mexico.
                  Moreover, the company owns 12 prepared food
                  production facilities in the United States.  The
                  company 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.

                  See: http://www.pilgrimspride.com/

Chapter 11 Petition Date: December 1, 2008

Court: Northern District of Texas

Debtor's Counsel: Stephen A. Youngman, Esq.
                  Weil, Gotshal & Manges LLP
                  200 Crescent Court, Suite 300
                  Dallas, Texas 75201
                  Tel: (214) 746-7700

Special Counsel: Baker & McKenzia LLP

Investment Bankers: Lazard Freres & Co. LLC

Chief Restructuring Officer: CRG Partners Group LLC

Claims and noticing agent: Kurztman Carson Consulting LLC

Total Assets: $3,751,759,571 as of Sept. 27, 2008

Total Debts: $2,718,971,294 as of Sept. 27, 2008

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wells Fargo                    7.625% Senior     $15,250,000
Attn: Patrick Giordano         Notes, Due May 1
1445 Ross Avenue               2015
2n Floor
Dallas, TX 75202
Tel: (214) 740-1573
Fax: (214) 777-4086

Wells Fargo                    8.375% Senior     $10,468,750
Attn: Patrick Giordano         Notes, Due May 1
1445 Ross Avenue               2017
2n Floor
Dallas, TX 75202
Tel: (214) 740-1573
Fax: (214) 777-4086

International Paper Inc.       trade debt        $6,087,998
Attn: Don Washington
PO Box 676565
Tel: (901) 413-6244
Fax: (318) 994-6275

Tom Wade Companies             trade debt        $2,611,942
In Care of Vendor Relations
PO Box 133
347 South Main
Dyer, TN 38330
Tel: (731) 692-3677

Aviagen Inc.                   trade debt        $2,048,311
Attn: Shannon Burasco
5015 Bradford Dr.
Huntsville, AL 35805
Tel: (479) 524,4718
Fax: (256) 890-3895

Southern Hens Inc.             trade debt        $1,987,369
PO Box 8000
329 Moselle-Seminary Road
Moselle, MS 39459
Tel: (601) 582-2262
Fax: (601) 584-4747

Novus International Inc.       trade debt        $1,712,830
Attn: Shawn Atkins
20 Research Park Drive
St. Charles, MO 63304
Tel: (314) 576-8886
Fax: (314) 576-6499

Cargill Inc.                   trade debt        $1,450,950
Attn: John Coffelt
PO Box 841674
Dallas, TX 75284
Tel: (952) 742-4590
Fax: (316) 264-8798

CR England & Sons Inc.         trade debt        $1,349,990
Attn: Mike Bunnell
PO Box 52888
Phoenix, AZ 86072
Tel: (801) 974-3246
Fax: (801) 977-6623

Elkhart Grain                  trade debt        $1,290,843
Attn: Don Ludwig
PO Box 216
Elkhart, IL 62634
Tel: (217) 947-2751
Fax: (217) 947-2942

Trouw Nutrition USA LLC        trade debt        $1,282,936
Attn: David Bradham
PO Box 219
115 Executive Drive
Highland, IL 62249
Tel: (864) 226-0384
Fax: (618) 654-6700

Kokomo Grain Company Inc.      trade debt        $1,278,704
Attn: Tom Madru
PO Box 745
1002 W. Morgan Street
Kokomo, NY 46903
Tel: (765) 457-7536
Fax: (765) 456-1207

Cobb Vantress Inc.             trade debt        $1,214,041
Attn: Heath Wessels
PO Box 1030
Siloam Springs, AR 72761
Tel: (479) 524-3166
Fax: (479) 549-2860

Newly Weds Foods Inc.          trade debt        $1,160,191
Attn: Loy Shaw
PO Box 95056
150 S. Wacker Drive, Ste. 3200
Chicago, IL 60606
Tel: (214) 683-4299
Fax: (479) 756-5211

Demeter LP                     trade debt        $1,067,710
Attn: Bob Seegerss Jr.
23619 Route 173
Harvard, IL 60033
Tel: (815) 459-1600
Fax: (815) 943-5132

Airgas Dryice                  trade debt        $1,018,345
Attn: Phil Filer
6340 Sugar Loaf Pkwy.
Suite 300
Duluth, GA 30097
Tel: (770) 717-2200 ext. 114
Fax: (877) 212-6081

Ecolab                         trade debt        $799,887
Attn: Dan Siegler
PO Box 905327
Charlotte, NC 28290
Tel: (651) 261-0075
Fax: (651) 293-2069

Motion Industries Inc.         trade debt        $799,887
Attn: Gerald Siegler
PO Box 9055327
Charlotte, NC 28290
Tel: (205) 951-1195
Fax: (205) 951-1580

Illes Company Inc.             trade debt        $694,349
Attn: Rick Illes
PO Box 35412
5527 Redfield St.
Dallas, TX 75235
Tel: (214) 689-1304
Fax: (214) 951-9625

Alpharma Inc.                  trade debt        $674,130
Attn: Travis Goodner
440 RT 2E
Bridgewater, NJ 08807
Tel: (936) 564-4328
Fax: (908) 566-4137

Elanco Animal Health           trade debt        $656,429
Attn: Bryana Clover
PO Box 121020
Dallas, TX, 75312
Tel: (903) 216-2812
Fax: (317) 276-9434

PCS Sales (USA) Inc.           trade debt        $645,621
Attn: Shane Williams
PO Box 71029
Chicago, IL 60694
Tel: (847) 849-4381

DeGussa-Huls Corporation       trade debt        $612,538
Attn: Joe Parsley
65 Challenger Road
Ridgefield Park, NJ 07660
Tel: (479) 986-0720
Fax: (201) 807-3183

JM Swank Company Inc.          trade debt        $604,397
Attn: Rond Pardekooper
395 Herky Street
North Liberty, IA 52317
Tel: (800) 593-6375
Fax: (402) 516-0639

Lease Plan USA Inc.            equipment lease   $603,495
In Care of Vendor Relations
PO Box 930927
Atlanta, GA 31193
Tel: (770) 933-9090
Fax: (678) 202-8700

Advantage Packaging & Paper    trade debt        $562,745
Attn: Mike Chisholm
4019 Lake Brazos Lane
Richmond, TX 77406
Tel: (281) 413-0987

W C Rice Oil Co. Inc.          trade debt        $554,670
Attn: Joe Fields
2511 28th St. SW
Birmingham, AL 35211
Tel: (205) 795-2814
Fax: (205) 648-0213

RFW Construction Group         trade debt        $532,600
Attn: Larry Rogers
PO Box 1206
1801 Hwy. 51 Bypass N.
Dyersburg, TN 38024
Tel: (731) 286-5661
Fax: (731) 286-4564

Millard Refrigerated Service   trade debt        $490,403
Attn: Mark Conklin
4715 South 132nd St.
Omaha, NE 68137
Tel: (817) 626-2800
Fax: (601) 936-6330

Colormaster LLC                trade debt        $488,167
Attn: Ben Fryer
PO Box 2289
632 Smith Road
Albertvivlle, AL 35950
Tel: (256) 572-3735
Fax: (256) 878-8835

OK Foods Inc.                  trade debt        $465,102
PO Box 1787
4601 N. 6th St.
Fort Smith, AR 72902
Tel: (501) 783-4186
Fax: (501) 784-1135

Flint River Services Inc.      trade deb         $460,176
Attn: Zack Aultman
PO Box 50065
1019 Worth St.
Albany, GA 31703
Tel: (229) 883-1912
Fax: (229) 883-2301

McCormick & Company Inc.       trade debt        $452,396
Attn: Phil Kafarakis
211 Schilling Circle
Hunt Valley, MD 21-31
Tel: (410) 771-7453
Fax: (972) 579-7308

Alatrade Foods LLC             trade debt        $448,393
Attn: Dale Carroll
725 Blount Avenue
Guntersville, AL 35976
Tel: (256) 593-3152
Fax: (256) 571-9977

KLLM Inc.                      trade debt        $445,194
Attn: Tood Gooch
134 Riverview Drive
Richland, MS 39218
Tel: (866) 475-1036
Fax: (770) 983-7116

Kennesaw Transportation Inc.   trade debt        $444,351
Attn: Coy Parker
PO Box 249
White, GA 30184
Tel: (800) 443-0768 ext. 1214
Fax: (770) 382-3011

Hubbard Farms Inc.             trade debt        $434,154
Attn: Gary Warren
PO Box 10065
Uniondale, NY 11555
Tel: (479) 750-1531
Fax: (423) 447-6661

Southern Refrigerated Inc.     trade debt        $433,432
Attn: Rodney Danley
8055 Hwy. 67 N.
Texarkana, AR 71854
Tel: (888) 778-8190
Fax: (870) 216-4170

Hood Packaging Corporation     trade debt        $427,144
Attn: Brian Steinwagner
1887 Gateway Blvd.
Arden Hills, MN 55347
Tel: (612) 718-7155
Fax: (601) 833-9354

Key Equipment Finance          trade debt        $424,690
Division
PO Box 1865
Albany, NY 12201
Tel: (800) 746-2436
Fax: (800) 800-3671

C.H. Robinson Worldwide Inc.   trade debt        $410,776
Attn: Paul Moline
14701 Charson Road
Eded Prairie, MN 55347
Tel: (800) 580-3385
Fax: (224) 224-1801

John R. White Company Inc.     trade debt        $402,248
Attn: Brian Smith
PO Box 10043
3701 8th Avenue N.
Birmingham, AL 35222
Tel: (205) 595-8381
Fax: (205) 595-8386

Kerry Specialty Ingredients    trade debt        $388,042
Attn: Kevin Williams
PO Box 409141
Tel: (972) 516-1814
Fax: (608) 363-1598

Integral Texas Pallet          trade debt        $378,503
Operations
Attn: Randy Womack
6829 Flintlock Road
Houston, TX 77040
Tel: (210) 917-6624
Fax: (713) 674-3492

DST Transportation             trade debt        $367,423
Attn: Deborah Shope
2565 Thompson BR Rd.
Suite 110
Gainsville, GA 30501
Tel: (800) 895-9088
Fax: (770) 532-0027

Specialty Industries Inc.      trade debt        $250,225
Attn: Lloyd Cunningham
8685 Grand Ledge Hwy.
Sunfield, MI 48890
Tel: (517) 566-7251
Fax: (517) 566-7314

Polytec Inc.                   trade debt        $348,490
Attn: Martin Guthrie
PO Box 659
191 Barley Park
Mooresville, NC 28115
Tel: (704) 660-5195
Fax: (704) 662-3498

Atlas Cold Storage USA         trade debt        $347,913
Attn: Stan Chatlen
North York, Ontario
M2N 5P8
Tel: (678) 432-6729
Fax: (416) 225-2353

Ivesco Holdings LLC            trade debt        $339,791
Attn: Drew Weir
124 Country Club Rd.
Iowa Falls, IA 50126
Tel: (479) 717-1840
Fax: (479) 717-1836

Bank of New York Mellon        9.25% Senior      $323,565
Attn: Alma Burgess             Subordinated
Towermarc Plaza                Notes, Due Nov.
101161 Centurion Parkway       15, 2013
Jackonsville, FL 32256

Alma Burgess
601 Travis St.
16th floor
Houston, TX 77002
Tel: (713) 216-5969
Fax: (712) 483-6959

Ryder
Attn: Kevin P. Sauntry
6000 Windward Pkwy.
Alpharetta, GA 30005
Tel: (770) 569-6511
Fax: (314) 298-3814

The petition was signed by chief financial officer Richard A.
Cogdill.


POWERMATE HOLDING: Court Approves Settlement With Sun Capital
-------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the Official
Committee of Unsecured Creditors of Powermate Holding Corp.
obtained approval from United States Bankruptcy Court for the
District of Delaware for a settlement of an August lawsuit against
Sun Capital Partners Inc.

According to Mr. Rochelle, the Committee asserted that Sun
Capital, who bought 95% of Powermate Holdings in 2004, caused the
company to make a $20 million dividend, which the company argues
was a fraudulent transfer and breach of fiduciary duty.  Mr.
Rochelle relates that a $4.7 million fund will be created for
unsecured creditors and Sun Capital will waive unsecured claims to
stop the lawsuit.  The unsecured creditors' fund will receive one-
third of collections from specified assets that they wouldn't
otherwise see, Mr. Rochelle continues.

                     About Powermate Holdings

Headquartered in Aurora, Illinois, Powermate Corp. --
http://www.powermate.com/-- manufactures portable and home
standby generators, air compressors, and pressure washers.
Powermate Holding Corp. is the parent of Powermate Corp.  In
turn, Powermate Corp. owns 100% of Powermate International Inc.
Powermate Corp. operates the companys assets located in the
United States. Powermate International has sales employees in
Hong Kong and the Philippines.  Powermate Holding has no
employees or operations.  Sun Capital Partners bought 95% of
Powermate in 2004.

Powermate Holding has two other non-debtor subsidiaries,Powermate
Canadian Corp., located in Canada and Powermate S. de R.L. de
C.V., which is domiciled in Mexico.  The three companies filed for
chapter 11 protection on March 17, 2008 (Bankr. D. Del. Lead Case
No.08-10498).  Kenneth J. Enos, Esq. and Michael R. Nestor, Esq.,
at Young, Conaway, Stargatt & Taylor, represent the Debtors.  The
Official Committee of Unsecured Creditors, which has seven
creditor members, is represented by Monika J. Machen, Esq., at
Sonnenschein Nath Rosenthal LLP.

On May 23, 2008, the Debtors' summary of schedules posted total
assets of US$60,139,442 and total debts of US$85,700,759.


POWERMATE CORP: Creditors Panel Settles with Sun Capital
--------------------------------------------------------
According to Bill Rochelle of Bloomberg News, the official
committee of unsecured creditors appointed in Powermate Corp.'s
Chapter 11 cases obtained approval from the U.S. Bankruptcy Court
for the District of Delaware to settle a lawsuit against Sun
Capital Partners Inc., the private-equity investor that bought 95%
of Powermate in 2004.

According to Bill Rochelle, in exchange for the withdrawal of the
suit, a $4.7 million fund will be created for unsecured creditors,
while Sun Capital will waive unsecured claims.  In addition, the
unsecured creditors' fund will receive one-third of collections
from specified assets that they wouldn't otherwise see.

As reported by the Troubled Company Reporter in September, the
Creditors Committee sued Sun Capital Partners alleging fraudulent
transfer and breach of fiduciary duty.

The Committee questioned a transaction whereby Sun Capital caused
Powermate to distribute US$20 million dividend, using a US$15
million in secured loan from a Sun Capital affiliate.

The Committee, according to Mr. Rochelle, also asserted that Sun
Capital made "low margin" sales to Home Depot Inc. and Lowe's Cos.
in order to sell Powermate, which process drained away working
capital.  As a result, Powermate made another US$10 million loan
to address its liquidity problems.

The Committee previously proposed that the loans from Sun Capital
be "recharacterized as equity" or "equitably subordinated" to
other loans, in light of its wrongdoings.

                          About Powermate

Headquartered in Aurora, Illinois, Powermate Corp. --
http://www.powermate.com/-- manufactures portable and home
standby generators, air compressors, and pressure washers.
Powermate Holding Corp. is the parent of Powermate Corp.  In
turn, Powermate Corp. owns 100% of Powermate International Inc.
Powermate Corp. operates the companys assets located in the
United States. Powermate International has sales employees in
Hong Kong and the Philippines.  Powermate Holding has no
employees or operations.  Sun Capital Partners bought 95% of
Powermate in 2004.

Powermate Holding has two other non-debtor subsidiaries,
Powermate Canadian Corp., located in Canada and Powermate S. de
R.L. de C.V., which is domiciled in Mexico.

The three companies filed for chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Kenneth J. Enos,
Esq.. and Michael R. Nestor, Esq., at Young, Conaway, Stargatt &
Taylor, represent the Debtors.  The Official Committee of
Unsecured Creditors, which has seven creditor members, is
represented by Monika J. Machen, Esq., at Sonnenschein Nath
Rosenthal LLP.

On May 23, 2008, the Debtors' summary of schedules posted total
assets of US$60,139,442 and total debts of US$85,700,759.


SCOTT BRASS: Involuntary Chapter 11 Case Summary
------------------------------------------------
Involuntary Debtor: Scott Brass, Inc.
                    1637 Elmwood Avenue
                    Cranston, RI 02910

Bankruptcy Case No.: 08-13702

Chapter 11 Petition Date: November 21, 2008

Bankruptcy Court: United States Bankruptcy Court
                  District of Rhode Island (Providence)

Involuntary Debtor's
Counsel:             Pro Se

Petitioning
Creditors'
Counsel:             Jed Horwitt, Esq.
                     Zeisler & Zeisler, PC
                     558 Clinton Avenue
                     Bridgeport, CT 06605
                     Tel: (203) 368-4234

                     William M. Dolan, III, Esq.
                     Brown Rudnick Berlack Israels LLP
                     121 South Main Street
                     Providence, RI 02903
                     Tel: (401) 276-2600
                     E-mail: wdolan@brownrudnick.com

   Petitioning
   Creditors                 Nature of Claim    Amount of Claim
   -----------               ---------------    ---------------
Prime Materials              Goods sold           $1,085,442
Recovery, Inc.
c/o Bernard Schilberg, CEO
99 East River Drive
East Hartford, CT 06108

Atlantic Copper              Goods sold           $384,552
Company, Inc.
c/o Micahel Rosoff, President
293 Rt. 100, Ste. 206
Somers, NY 10589

Leonard Levine               Goods sold           $203,744
Metals Corp.
c/o Matthew Levine,
Vice-President
1910 First St.,
Suite 404
Highland Park, IL 60035


SEMGROUP LP: Examiner Allowed to Probe Ex-Officers & Execs
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Louis J. Freeh to conduct examinations of SemGroup L.P.'s current
and former officers, directors and employees, as well as their
auditors, corporate counsel, lenders, investors, and other
counterparties to certain financial transactions.

The Court authorized Mr. Freeh to issue subpoenas as may be
necessary to compel the production of documents and the testimony
of the witnesses in connection with their examination.  The
Witnesses are also directed to submit to oral examination.

"Although the examiner will make every effort to obtain such
information from the witnesses on a voluntary basis, he
anticipates that certain witnesses will refuse to voluntarily
submit for an examination or produce documents relevant to the
investigation," The Tulsa World quoted Mr. Freeh's counsel as
saying.  The examiner "believes it is imperative that he obtain
and maintain the right to issue subpoenas."

The Court approved the Examiner's motion to conduct investigations
under Rule 2004 of the Federal Rules of Bankruptcy Procedure,
notwithstanding the objection raised by Fortis Bank, SA/NV and
Fortis Capital Corp.

Fortis told the Court the Examiner's request impermissibly seeks
to modify the substantive rights of witnesses, and asked the
Court to limit the access of documents only to the Examiner, his
professionals, and the Debtors.  Fortis also suggested that the
Examiner retail all produced materials.

Fortis has a legal right and significant interest in reviewing the
produced materials, as a prepetition secured lender and one of the
largest counterparties to swap contracts, William E. Chipman,
Esq., at Edwards Angell Palmer & Dodge, LLP, in Wilmington,
Delaware, argued.  He also stated that the ability of legitimate
parties to access the produced documents must be balanced against
the Examiner's need to complete the investigation as quickly and
efficiently as possible.

The Examiner, in its proposal, said that while the unsecured
creditors panel and the secured lenders have cooperated with his
investigation, certain potential witnesses -- including Thomas
Kivisto, the Debtors' former president and chief executive
officer, and Brent C. Cooper, the Debtors' former treasurer -- are
outside of the control of those parties, and have not voluntarily
agreed to meet with the Debtors and provide information.

The U.S. Trustee for Region 3 called for an appointment of an
examiner after parties-in-interest raised fraud and impropriety
allegations against the Debtors with respect to their prepetition
trading strategy, the transfer of their trading account to
Barclays Bank, and the propriety of the use of a trading firm
owned by the Debtors' former chief executive officer in the
trades.

The U.S. Trustee noted that the Debtors' Chapter 11 filings were
caused, in large part, by a severe liquidity crisis occasioned by
massive margin calls related to large New York Mercantile Exchange
and Over-the-Counter futures and options positions they held
before the Petition Date.  The Debtors sold their NYMEX trading
account to Barclays approximately one week before the Petition
Date.

                       About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: Jo7hn
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SENIOR HEALTH: A.M. Best Junks Financial Stregth Rating
-------------------------------------------------------
A.M. Best Co. on November 20, 2008, removed from under review and
downgraded the financial strength rating to C (Weak) from C++
(Marginal) and issuer credit rating to "ccc+" from "b" of Senior
Health Insurance Company of Pennsylvania (SHIP, formerly known as
Conseco Senior Health Insurance Company) (Bensalem, PA) to reflect
its stand-alone status as part of a newly-formed independent
trust. The outlook assigned to these ratings is stable.

The downgrading of SHIP's ratings reflects its ownership by an
independent trust with regulatory oversight by the Pennsylvania
Insurance Department. While SHIP's current absolute and risk-
adjusted capitalization has improved due to the $175 million
contribution from Conseco, Inc. ($50 million in cash), over 40% of
statutory capital is subject to the credit risk of Conseco, Inc.

The $125 million 6% senior note due 2013 is payable by Conseco,
Inc. in five equal annual installments. A.M. Best believes that
SHIP may require a combination of rate increases, reduced benefits
and policyholder forfeitures to maintain sufficient capitalization
over the long term. Additionally, as a private company, SHIP has
no access to additional capital.


SPLIT SECOND: Seeks to Dispatch 4 of 14 Towing & Transport Trucks
-----------------------------------------------------------------
Michael Sasso at The Tampa Tribune reports that Jeffrey Peters
wants to sell four of the 14 Split Second Towing & Transport,
Inc., trucks, as he hopes to restructure the company's debt.

Citing Mr. Peters, The Tampa Tribune relates that hauling away and
impounding illegally parked vehicles accounts for 5% of his
business.  The report says that Split Second mainly moves heavy
equipment for contractors.  That business, according to the
report, was hit hard by falling home construction and increasing
fuel prices.  Fuel costs for the trucks doubled when diesel prices
hit $3 a gallon, the report states.  The report quoted Mr. Peters
as saying, "We went from $200 fill-ups to $400 fill-ups
overnight."

According to The Tampa Tribune, Mr. Peters had less money coming
in to pay off the trucks.  Many of the trucks, says The Tampa
Tribune, were leased or purchased using loans.  Mr. Peters said
that he tried passing along the higher fuel costs to clients, but
he started losing clients by doing so, the report states.

Mr. Peters ruled out plans of filing for Chapter 7 liquidation and
is still in business, The Tampa Tribune reports.

Seffner, Florida-based Split Second Towing & Transport, Inc. --
http://www.sstowing.com/-- offers tow truck, recovery, roadside
assistance and heavy equipment transportation services to Tampa,
Florida, and its surrounding areas.  The company filed for Chapter
11 protection on July 25, 2008 (Bankr. M. D. Fla. Case No. 08-
11066).  Miriam L. Sumpter Richard, Esq., at Fresh Start Law Firm,
Inc., represents the company in its restructuring effort.  The
company listed assets of $60,027 and debts of $1,123,976.


STH 6,8: Quail Run Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Quail Run Investors, LLC

Bankruptcy Case No.: 08-15675

Chapter 11 Petition Date: November 4, 2008

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                      Case Number       Filing Date
      ------                      -----------       -----------
   El Paseo Partners, L.P.          08-15368          10/30/08
   El Rancho Partners, L.P.         08-15370          10/30/08
   Elite Cross Creek, Inc.          08-14336          10/16/08
   Red Valley Investments, LLC      08-13724          10/07/08
   STH 6, 8, 10, 11, 13, Inc.       08-10479          08/13/08

Business Address:  16009 North 81st Street, Suite 200
                    Scottsdale, AZ 85260

Bankrutpcy Judge: Hon. Redfield T. Baum Sr.

Bankruptcy Court: United States Bankruptcy Court
                  District of Arizona (Phoenix)

Counsel to Quail Run Investors, El Paseo Partners, L.P., El Rancho
Partners, Elite Cross and Red Valley when they filed for
bankruptcy:

                  Paul Sala, Esq.
                  Allen, Sala & Bayne, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  E-mail: psala@asbazlaw.com

Counsel to STH 6, 8, 10, 11, 13, Inc. when it filed for
bankruptcy:

                  JARED G. PARKER, ESQ.
                  DECONCINI MCDONALD YETWIN & LACY, P.C.
                  7310 N 16TH ST STE. 330
                  PHOENIX, AZ 85020
                  Tel: (602) 282-0500
                  Fax: (602) 282-0520
                  E-mail: jparker@dmylphx.com

                  -- and --

                  SHELTON L. FREEMAN, ESQ.
                  DECONCINI MCDONALD YETWIN & LACY PC
                  7310 NORTH 16th STREET #330
                  PHOENIX, AZ 85020
                  Tel: (602) 282-0500
                  Fax: (602) 282-0520
                  E-mail: tfreeman@dmylphx.com

Debtors' financial status as of the petition date:

                                  Estimated         Estimated
      Entity                        Assets            Debts
      ------                      ---------         ---------
   Quail Run Investors, LLC     $1MM to $10MM     $1MM to $10MM
   El Paseo Partners, L.P.      $1MM to $10MM     $1MM to $10MM
   El Rancho Partners, L.P.     $1MM to $10MM     $1MM to $10MM
   Elite Cross Creek, Inc.      $10MM to $50MM    $10MM to $50MM
   Red Valley Investments, LLC  $1MM to $10MM     $1MM to $10MM
   STH 6, 8, 10, 11, 13, Inc.   $10MM to $50MM    $10MM to $50MM

A list of Quail Run's four largest unsecured creditors is
available at no charge at:

               http://bankrupt.com/misc/azb08-15675.pdf


STH 6,8: Sec. 341 Meeting of Quail Run Creditors on December 9
--------------------------------------------------------------
The United States Trustee for the District of Arizona will convene
a meeting of creditors in the bankruptcy case of Quail Run
Investors, LLC, on Dec. 9, 2008, at 10:30 a.m. at the US Trustee
Meeting Room, 230 N. First Avenue, Suite 102, in Phoenix.

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

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

The U.S. Trustee will be meeting with creditors of Quail Run's
affiliates El Paseo Partners, L.P., and El Rancho Partners, L.P.,
at 11:30 a.m. today.

Scottsdale, Arizona, STH 6, 8, 10, 11, 13, Inc. and its affiliates
filed separate chapter 11 petitions on various dates (Lead Case
No. 08-10479).  The cases are jointly administered before Chief
Judge Redfield T. Baum, Sr.  Quail Run Investors, El Paseo
Partners, L.P., El Rancho Partners, Elite Cross and Red Valley
were represented by Allen, Sala & Bayne, PLC, when they filed for
bankruptcy.  STH 6, 8, 10, 11, 13, Inc., is represented by
DECONCINI MCDONALD YETWIN & LACY, P.C.  The United States Trustee
has indicated that it has been unable to appoint an Official
Committee of Unsecured Creditors in the bankruptcy cases.  STH 6,
8, 10, 11, 13, Inc., and Elite Cross Creek estimated both their
assets and debts to be between $10,000,000 and $50,000,000 at the
time of filing.  The other debtors estimated both their assets and
debts to be between $1,000,000 and $10,000,000 at the time of
filing.


SUZANN MOONEY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Suzann Mooney
        11302 Greenbay St.
        Houston, TX 77024

Bankruptcy Case No.: 08-37165

Chapter 11 Petition Date: November 4, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Southern District of Texas (Houston)

Bankruptcy Judge: Marvin Isgur

Debtor's Counsel: Reese W. Baker, Esq.
                  Baker & Associates
                  5151 Katy Freeway, Ste. 200
                  Houston, TX 77007
                  Tel: (713) 869-9200
                  Fax: (713) 869-9100
                  E-mail: courtdocs@bakerassociates.net

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 wiht its petition.


SURETY COMPANY: A.M. Best Cuts FSR to "B" & ICR to "bb"
------------------------------------------------------
A.M. Best Co. downgraded on November 25, 2008, the financial
strength rating (FSR) to B (Fair) from B+ (Good) and issuer credit
rating (ICR) to "bb" from "bbb-" of Surety Company of the Pacific
(SCP) (Encino, CA). Both ratings have been placed under review
with negative implications.

The ratings downgrade is due to the continued and substantial
decrease in capital through September 30, 2008, which was driven
by operating losses. Such losses were driven primarily by the need
to substantially increase unearned premium reserves as the company
ramped up premium writings through rate increases. As a result,
current capital levels fall below A.M. Best's minimum requirements
for a secure rating. Furthermore, SCP disclosed in its third
quarter statutory filings that it has reached a tentative
agreement to be sold to HCC Insurance Holdings, Inc. (Houston, TX)
(HCC), subject to regulatory approval. Consequently, the ratings
have been placed under review until the transaction closes, which
is expected in the very near future. Plans call for SCP to be
merged into American Contractors Indemnity Company (Los Angeles,
CA) (ACIC), a HCC affiliate. If this occurs, A.M. Best will
withdraw its ratings on SCP as this legal entity will cease to
exist, with all assets and liabilities absorbed by ACIC.

However, if the sale is not consummated, A.M. Best remains
concerned with the significant decrease in surplus through
September 30, 2008, historically poor operating performance driven
by inadequate pricing levels and heavy expense loads, and a
perceived lack of financial flexibility of the owner.

As a result, SCP could see further slippage of its already thin
level of capitalization through year-end 2008.

SCP is a leading writer of contractor license and permit bonds in
its home state of California.


SUZANN MOONEY: Sec. 341 Creditors Meeting Slated for December 9
---------------------------------------------------------------
The United States Trustee in Houston, Texas, will convene a
meeting of creditors in the bankruptcy case of Suzann Mooney on
December 9, 2008, at 1:30 p.m. at Houston, 515 Rusk Suite 3401.

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.

Additionally, creditors may file proofs of claim in the case by
March 9, 2009.

Based in Houston, Texas, Suzann Mooney filed for bankruptcy
protection on November 4, 2008 (Bankr. S.D. Tex. Case No.
08-37165).  The Hon. Marvin Isgur presides over the case.  Reese
W. Baker, Esq., at Baker & Associates, represents the Debtor. When
it filed for bankruptcy, the Debtor estimated both its assets and
debts to be between $1,000,000 and $10,000,000.


SWIFT TRANSPORTATION: Bank Loan Sells at Substantial Discount
-------------------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co. Inc., is a borrower traded in the secondary
market at 43.08 cents-on-the-dollar during the week ended
November 28, 2008, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents a
drop of 5.71 percentage points from the previous week, the Journal
relates.  The syndicated loan matures on March 15, 2014, and Lear
pays 275 basis points over LIBOR to borrow under the facility.
The bank loan carries Moody's B1 rating and Standard & Poor's B+
rating.

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

Participations in a syndicated loan under which Capital Automotive
REIT is a borrower traded in the secondary market at 41.90 cents-
on-the-dollar during the same period, which represents a drop of
6.10 percentage points from the previous week, the Journal
relates.  The syndicated loan matures on December 16, 2010, and
Capital Automotive pays 175 basis points over LIBOR to borrow
under the facility.  The bank loan carries Moody's Ba1 rating and
Standard & Poor's BB+ rating.

Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 49.50 cents-on-the-
dollar during the same period.  This represents a drop of 7.07
percentage points from the previous week -- when it traded at
56.57 cents-on-the-dollar -- the Journal relates.  The syndicated
loan matures on March 29, 2012, and Lear pays 250 basis points
over LIBOR to borrow under the facility.  The bank loan is
unrated.

Swift Transportation Co., Inc., a truckload carrier headquartered
in Phoenix, Arizona, operates a fleet of truckload carrier
equipment in the United States with regional operations throughout
the continental United States.  On May 10, 2007, Swift
Transportation completed its merger with Saint Acquisition
Corporation, pursuant to the Agreement and Plan of Merger, dated
January 19, 2007.  In connection with the completion of the
Merger, at the close of the market on May 10, 2007, Swift
Transportation's common stock ceased trading on NASDAQ.


SYNTAX-BRILLIAN: Court Allows Panel to Commence D&O Actions
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, upon
motion of Syntax-Brillian Corp. and its debtor-affiliates, granted
the Official Committee of Unsecured Creditors appointed in the
Debtors' bankruptcy cases authority to:

  a) commence and prosecute all claims and causes of actions
     against the Debtors' present and former directors ("D&O
     Actions);

  b) enforce and judgments arising from the D&O Actions; and

  c) exercise, enforce and prosecute any rights of the Debtors'
     estates.

Any proposed settlement of any D&O Actions by the Committee will
be subject to Bankruptcy Court approval.

In their motion, the Debtors told the Court that James S. Feltman,
the Chapter 11 examiner appointed in the Debtors' cases, had
undertaken an investigation regarding potential causes of action
against the Debtors' directors and officers.  As a result of these
investigations, the Debtors believe that their estates have valid
causes of action against such directors and officers.

The Debtors also related that its insurance policies contain
standard "insured versus insured" liability exclusions that
prevent them from obtaining a recovery from their insurers on
account of claims made against their directors and officers.  If
the Debtors are unable to successfully prosecute the D&O actions
in a manner that would require their insurers to pay under the
terms of the policies, creditors and other parties-in-interest of
these estates could lose potential recoveries on account of their
allowed claims.

Pursuant to the Court's order, the Debtors' estates, and their
legal successors, will indemnify, defend and hold harmless the
Committee members and their respective employees and
representatives from all claims, causes of action, liabilities,
obligations, losses, damages or expenses in connection with the
commencement and prosecution of the D&O Actions, except when these
were determined to be due to their own negligence or willful
misconduct.

The Committee is also authorized to retain the law firm of Anthony
Ostlund Baer Louwagie & Ross P.A. as co-counsel for the purpose of
commencing and prosecuting the D&O Actions.

                      About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc. and Syntax Groups Corp. design,
develop, and distribute high-definition televisions (HDTVs)
utilizing liquid crystal display (LCD) and, formerly, liquid
crystal (LCoS) technologies.  The Debtors sell their HDTVs under
the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a suplier of film cameras and a line of digital
imaging products, including digital camerasl.

The Debtors filed separate petitions for Chapter 11 relief on
July 8, 2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A.
Mitchell, Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at
Greenberg Traurig LLP in New York, represent the Debtors as
counsel.  Victoria Counihan, Esq., at Greenburg Traurig LLP in
Wilmington, Delaware, represents the Debtors as Delaware counsel.
Five members compose the Official Committee of Unsecured
Creditors.  Epiq Bankruptcy Solutions, LLC is the Debtors'
balloting, notice, and claims agent.

Syntax-Brillian cut a deal to sell its business assets to Olevia
International Group LLC.  On Sept. 10, 2008, OIG told the
Bankruptcy Court that it won't pursue the deal, contending that
the Debtors irreparably breached various covenants and
representations contained in the Purchase Agreement, causing
various Closing Conditions to fail, and rendering it unable to
comply with its obligations under the Purchase Agreement.  OIG
also accused the Debtors of violating their sale contract by
losing business from Target Corp., the Debtors' main customer.
The following day, the Debtors filed a lawsuit asking the Court to
compel Olevia International to complete the purchase.  On Oct. 10.
the Bankruptcy Court denied OIG's emergency request to excuse it
from its obligations.  OIG has taken an appeal of that order.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


SYNTAX-BRILLIAN: Taps KPMG Corporate Finance as Financial Advisors
------------------------------------------------------------------
Syntax-Brillian Corp. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ KPMG Corporate Finance LLC (KPMGCF) as their financial
advisors, nunc pro tunc to Nov. 17, 2008.

The Debtors seek to employ KPMGCF as their exclusive financial
advisor in connection with the proposed sale by SBC of its
intellectual property assets, including the "Olevia" brand,
patents, licenses, customer lists, other general intangible
assets, and other assets, but excluding accounts receivables.
Services to be provided by KPMGCF will include, among others,
analyzing proposals received from potential buyers, and providing
testimony in court, on behalf of SBC, if nessary or as reasonably
requested by SBC.

Lorie R. Beers, a managing director at KPMGCF, assures the Court
that KPMGCF does not hold or represent any interest adverse to the
Debtors or their estates, and is a "disinterested person" as that
term is defined in Sec. 101(14) of the Bankruptcy Code.

As compensation for its services, KPMGCF will receive:

  a) An earned upon receipt Retention Fee of $75,000 which fee
     will not be creditable against any Transaction Fee.

  b) A Monthly Fee in the amount of $50,000 for each of the first
     first four thirty-day periods of the Engagement Period.  All
     such Monthly Fees will be creditable against any Transaction
     Fee.

  c) KPMG will be entiled to the following Transaction Fees:

       i.  If during the Engagement Period SBC announces, or
           enters into a definitive agreement for the sale of some
           or all of the Intellectual Property and, if applicable,
           any Other Assets, SBC will pay KMGCF cash fees equal to
           the applicable percentage of the aggregate total value
           of all cash consideration in connection with the sale,
           net of any adjustments, credits or offsets:

           1. 4% if the Consideration is less than $10 million;

           2. 5% if the Consideration exceeds $10 million and is
              less than $15 million;

           3. 6% if the Consideration exceeds $15 million and is
              less than $20 million; or

           4. 7% if the Consideration exceeds $20 million.

      ii.  For the sale of some or all of the Other Assets only ,
           SBC will pay KPMGCF cash fees equal to 2% of the
           aggregate Consideration payable in connection with such
           sale.

     iii.  The minimum Transactions Fees payable to KPMGCF will
           be $500,000.

      iv.  In the event that a sale of the Intellectural Property
           is consummated with Olevia International Group, LLC,
           Mr. John Wu, or any of their affilates which involves a
           settlement or compromise of the judgment held by SBC
           against such parties, KMPGCF will be entitled to a
           Transaction Fee in an amount equal to the greater of
           (x) the Minimum Transaction Fee, or (y) the maximum
           Transaction Fee that KPMGCF would have earned had SBC
           consummated a sale with any Identified Buyer for a cash
           sale in form reasonably acceptable to SBC.

                      About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc. and Syntax Groups Corp. design,
develop, and distribute high-definition televisions (HDTVs)
utilizing liquid crystal display (LCD) and, formerly, liquid
crystal (LCoS) technologies.  The Debtors sell their HDTVs under
the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a suplier of film cameras and a line of digital
imaging products, including digital camerasl.

The Debtors filed separate petitions for Chapter 11 relief on
July 8, 2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A.
Mitchell, Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at
Greenberg Traurig LLP in New York, represent the Debtors as
counsel.  Victoria Counihan, Esq., at Greenburg Traurig LLP in
Wilmington, Delaware, represents the Debtors as Delaware counsel.
Five members compose the Official Committee of Unsecured
Creditors.  Epiq Bankruptcy Solutions, LLC is the Debtors'
balloting, notice, and claims agent.

Syntax-Brillian cut a deal to sell its business assets to Olevia
International Group LLC.  On Sept. 10, 2008, OIG told the
Bankruptcy Court that it won't pursue the deal, contending that
the Debtors irreparably breached various covenants and
representations contained in the Purchase Agreement, causing
various Closing Conditions to fail, and rendering it unable to
comply with its obligations under the Purchase Agreement.  OIG
also accused the Debtors of violating their sale contract by
losing business from Target Corp., the Debtors' main customer.
The following day, the Debtors filed a lawsuit asking the Court to
compel Olevia International to complete the purchase.  On Oct. 10.
the Bankruptcy Court denied OIG's emergency request to excuse it
from its obligations.  OIG has taken an appeal of that order.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


SUZANN MOONEY: Sec. 341 Creditors Meeting Slated for December 9
---------------------------------------------------------------
The United States Trustee in Houston, Texas, will convene a
meeting of creditors in the bankruptcy case of Suzann Mooney on
December 9, 2008, at 1:30 p.m. at Houston, 515 Rusk Suite 3401.

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.

Additionally, creditors may file proofs of claim in the case by
March 9, 2009.

Based in Houston, Texas, Suzann Mooney filed for bankruptcy
protection on November 4, 2008 (Bankr. S.D. Tex. Case No.
08-37165).  The Hon. Marvin Isgur presides over the case.  Reese
W. Baker, Esq., at Baker & Associates, represents the Debtor. When
it filed for bankruptcy, the Debtor estimated both its assets and
debts to be between $1,000,000 and $10,000,000.


S-TRAN HOLDINGS: Wants Plan Filing Period Extended to March 2
-------------------------------------------------------------
S-Tran Holdings Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to:

  a) file a plan from Dec. 1, 2008, through and including March 2,
     2009, and

  b) solicit acceptances of that plan from Feb. 2, 2009, through
     and including May 4, 2009.

The Debtors tell the Court that the further extensions will not
harm or prejudice the Debtors' creditors or other parties in
interest.

The Debtors tell the Court that they have sold substantially all
of their assets, completed the transition to operating as Chapter
11 debtors in possession, prepared and filed their schedules and
statements, responded to discovery requests propounded by the
Committee of Unsecured Creditors and other counsel, collected
outstanding accounts receivable, actively pursued recoveries
related to avoidance actions and other litigation under the
Bankruptcy Code, negotiated and filed their proposed Plan and
Disclosure Statement, received approval of the Disclosure
Statement and the Voting Procedures, and pursued objections to
Claims.  The Debtors have sought a rescheduling of the Plan
confirmation hearing.

The request for a further extension of the Exclusive Periods is in
order to protect their rights with respect to the Plan, any
amendment, and associated solicitation under the Voting
Procedures.

A hearing on both the extension of the plan filing period and the
rescheduling of the confirmation hearing is scheduled for Jan. 13,
2009.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The company and its debtor-affiliates filed for
Chapter 11 relief on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Bruce Grohsgal, Esq., Laura Davis Jones, Esq., Michael
Seidl, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones LLP represent the Debtors as counsel.
Christopher A. Ward, Esq., at Polsinelli Shalton Flanigan
Suelthaus, Mary E. Augustine, Esq., at Ciardi, Ciardi & Astin,
P.C., and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed total assets of $22,508,000 and total debts
of $30,891,000.

On April 11, 2008, the Court approved the Debtors' First Amended
Disclosure Statement explaining the First Amended Plan of
Liquidation and fixed the voting procedures associated with
approval of the Plan.


TALAL ALGURAINI: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Talal Alguraini
        5639 Desert View Drive
        La Jolla, CA 92037

Bankruptcy Case No.: 08-11399

Chapter 11 Petition Date: November 10, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Southern District of California (San Diego)

Bankruptcy Judge: Laura S. Taylor

Debtor's Counsel: David L. Speckman, Esq.
                  Speckman & Associates
                  835 Fifth Ave, Suite 301
                  San Diego, CA 92101
                  Tel: (619) 696-5151
                  Email: dlspeckman@hotmail.com

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

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

The Debtor listed Marriott Grand Chateau, at 75 E. Harmon, 36th
Flr. Mailrm, in Las Vegas, Nevada, as its single largest unsecured
creditor, allegedly holding $24,000 pursuant to a certain time-
share loan.


TORRENT ENERGY: Sells Gas Wells to Y.A. Global for $4.5 Mil.
------------------------------------------------------------
Bloomberg News' Erik Larson reports that the Hon. Elizabeth Perris
of the United States Bankruptcy Court for the District of Oregon
authorized Torrent Energy Corp to sell its assets to Y.A. Global
Investments LP for $4.5 million.

The assets include 11 unfinished natural-gas wells on 118,000
acres near Coos Bay, Oregon, and 76,000 acres near Chehalis,
Washington, according to Mr. Larson.

According to Mr. Larson, Y.A. Global who provided up to
$4.5 million to the Debtor to fund its reorganization plan made
a credit bid instead of cash.  However, the plan was scrapped by
the Debtor when Y.A. Global stopped funding, Mr. Larson notes.

                       About Torrent Energy

Headquartered in Portland, Oregon, Torrent Energy Corporation
-- http://www.torrentenergy.com/-- is an exploration stage
company engaged in the exploration for coalbed methane in the Coos
Bay region of Oregon and in the Chehalis Basin region of
Washington State.  The company and two of its affiliates filed for
Chapter 11 protection on June 2, 2008 (Bankr. D. Ore. Case Nos.
08-32638 through 08-32640).  Jeanette L. Thomas, Esq., at
Perkins Coie LLP, represents the Debtors in their restructuring
efforts.  The company has $35.3 million in total assets and
$24.8 million in total liabilities as June 30, 2008.


TRIESTE INVESTMENTS: May Employ Brown McCarroll as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona granted
Trieste Investment, LLLP, authority to employ Brown McCarroll
L.L.P. as special appeals counsel, nunc pro tunc.

The Debtor told the Court that it holds investment property in
Liberty County, Texas which at the Petition Date was the subject
of litigation proceedings in the District Court for Liberty
County, Texas (Case no. CV 73, 473), by and betwwen Debtor and the
seller/secured crediter (Akers) of the Property.  The Lawsuit
resulted in a judgment for Akers permitting the pursuit of his
foreclosure sale on the Property which, among others, precipitated
the filing of this bankruptcy case.

As the Debtor's bankruptcy counsel, Brown McCarroll will:

  a) give Debtor legal advice and representation with respect to
     the appeal of the Lawsuit;

  b) assist the Debtor's bankruptcy counsel in connection with the
     appeal of the Lawsuit, any settlement of the Lawsuit, and
     including any matters relating to attempts by Akers to lift
     the automatic stay under Sec. 362 of the Bankruptcy Code in
     order to proceed with the foreclosure proceedings permitted
     by the Lawsuit; and

  c) To continue to pursue actions of Debtor to collect
     obligations owed to Debtor involving the Lawsuit or its
     appeal, whether or not such appeal is successful for the
     Debtor, or, if the automatic stay is lifted, as set forth
     in the Verified Statement.

As compensation for their services, Brown McCarroll's
professionals bill:

                                      Hourly Rate
                                      -----------
     Kurt Kuhn, Esq., Partner            $375
     Chase Hamilton, Esq., Associate     $185
     Paralegals                           $90

To the best of the Debtor's knowledge, Brown McCarroll is
disinterested and has no connection with the creditors, any other
party in interest or their respective attorneys or the United
States Trustee's Office.

Scottsdale, Arizona-based Trieste Investments, LLLP, filed for
Chapter 11 protection on Oct. 6, 2008 (Bankr. D. Ariz. Case No.
08-13674).  Franklin D. Dodge, Esq., at Ryan Rapp & Underwood,
P.L.C., represents the company as counsel.  The company listed
assets of $10 million to $50 million and debts of $10 million to
$50 million.


TWEETER OPCO: Aims for Dec. 19 Auction to 94 Store Leases
---------------------------------------------------------
Tweeter Opco, LLC, and its debtor affiliates intend to auction off
leases to their 94 closing stores on Dec. 19.

Tweeter Opco has filed a motion before the U.S. Bankruptcy Court
in Delaware bidding procedures for leases affected by the closing
of its stores.  According to Bloomberg's Bill Rochelle, the bid
procedures provide:

   -- a Dec. 17 deadline to submit bids;

   -- a Dec. 19 auction for the leases; and

   -- a Dec. 30 hearing before the Bankruptcy Court to consider
      approval of the sale/s.

Tweeter Opco is currently conducting store-closing sales pursuant
to their prepetition agreement with a joint venture consisting of
SB Capital Group, LLC, Tiger Capital Group, LLC and Hudson Capital
Partners, LLC.

Bloomberg notes that the Court on Nov. 25 approved arrangements
allowing the sale of merchandise on consignment, while giving the
consignment suppliers protection for their claims.

As reported by the Troubled Company Reporter, Tweeter Opco was
formed in July 2007 to acquire the business operations and assets
of Tweeter Home Entertainment Group, Inc., -- designated as Old
Tweeter -- in Tweeter's Chapter 11 bankruptcy cases.  Tweeter Opco
paid roughly $38 million for the assets of Old Tweeter.
Bankruptcy Judge Walsh of the District of Delaware approved the
sale transaction.

There is no affiliation of relationship between Old Tweeter and
Tweeter Opco.  Majority of Tweeter Opco's equity interests are
owned by Schultze Holding Corp., an affiliate of Schultze Agency
Services LLC, which serves as agent under a Second Lien Credit
Agreement the Company entered into.  Tweeter Opco, LLC, Wells
Fargo Retail Finance, LLC, and Schultze Asset Management first
engaged CRG Partners Group LLC in mid September 2008 to perform a
three week assessment of the Debtors' near term cash flow,
business plan and business model.

On Oct. 7, 2008, CRG was contacted by George Granoff, who at the
time was serving as chief executive officer of Tweeter Opco, to
assess a new business plan, which involved a reduced store count,
reduced workforce, and the elimination of distribution centers.
The assessment was to be completed in five business days.  On
October 13, 2008, Mr. Granoff was terminated from the position of
Chief Executive Officer by the Tweeter Opco Board of Directors.
Craig M. Boucher, a partner at CRG, was named chief restructuring
officer.

                      About Tweeter Home

Based in Canton, Massachusetts, Tweeter Home Entertainment Group
Inc. -- http://www.tweeter.com/-- retails mid-to high-end audio
and video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.

                      About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on Nov. 5, 2008
(Bankr. D. Delaware Case No. 08-12646).  Chun I. Jang, Esq., and
Cory D. Kandestin, Esq., at Richards, Layton & Finger, P.A.,
assists the company in its restructuring effort.  The company
listed assets of $50 million to $100 million and debts of $50
million to $100 million.

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


TROPICANA ENTERTAINMENT: Deal With Eldorado on Nixed Sale Approved
------------------------------------------------------------------
According to Bloomberg News' Bill Rochelle, Tropicana
Entertainment LLC obtained approval from the U.S. Bankruptcy Court
for the District of Delaware of a settlement with Eldorado
Resorts, LLC, regarding the cancellation of the sale of
Tropicana's casino in Evansville, Indiana, to Eldorado.

As reported by the Troubled Company Reporter, Tropicana, through
Aztar Indiana Gaming Company, LLC, owns the Casino Aztar
Evansville riverboat casino located in Evansville.  In March 2008,
Aztar and Eldorado inked a deal for the sale of the Debtors'
membership interests in Casino Aztar for $190,000,000 in cash,
$10,000,000 of that amount was deposited in an escrow account with
Wells Fargo.  Tropicana sought bankruptcy protection before
closing could occur.

In their six-month old Chapter 11 cases, the Debtors sought
approval from the U.S. Bankruptcy Court for the District of
Delaware to sell the assets to Eldorado, or to another party with
a better offer through a Court-sanctioned auction.

The Debtors, however, said that they have elected not to pursue
the sale due to various reasons, including:

   -- key constituencies in the Chapter 11 cases object to the
      sale;

   -- Eldorado has not obtained gaming approvals in connection
      with the purchase of the casino.

   -- There is very high likelihood that Eldorado won't be able
      to close on the sale because of "onerous terms" provided
      by its lenders who are supposed to finance the purchase.

   -- The financial turmoil has caused a downturn to the gaming
      industry and access to credit by firms, including
      Eldorado difficult.

Rather than pursue litigation, Tropicana decided to settle with
Eldorado.  Pursuant to the settlement Tropicana will release
Eldorado from all liability for failing to complete the purchase,
and the two sides will split the $10 million deposit.

                 About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.
(Tropicana Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


UAL CORP: Former CFO Exercises Right to Purchase Common Stock
-------------------------------------------------------------
Frederic F. Brace, former executive vice president and chief
financial officer of UAL Corp., in a filing with the U.S.
Securities and Exchange Commission dated Nov. 4, 2008, disclosed
that on Oct. 31, 2008, he acquired stock options or the right to
buy:

   * 109,666 shares of UAL common stock at $34.18 per
     share, exercisable on Oct. 31, 2008,

   * 109,667 shares of UAL common stock at $35.91 per
     share, exercisable on Oct. 31, 2008, and

   * 109,667 shares of UAL common stock at $35.65 per share,
     exercisable on Oct. 31, 2008.

Consequently, Mr. Brace disposed of the options on the same day,
at the same price/share.  The options expire on Jan. 31, 2016.

Mr. Brace clarified that the reported transactions involved the
amendment of his outstanding option awards extending the post-
termination exercise of the option awards from three months to
the original terms.  The amendment is treated under Section 16
rules like a cancellation of the original option awards and the
grant of replacement option awards.

The option award was scheduled to become exercisable in equal
installments on Aug. 1, 2006, Feb. 1, 2007, Feb. 1, 2008,
Feb. 1, 2009, and Feb. 1, 2010.

Upon termination of employment, the unvested portion of this
option award became fully vested and immediately exercisable.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: CFO Kathryn Mikells Discloses Ownership of 42,920 Shares
------------------------------------------------------------------
Kathryn A. Mikells, senior vice president and chief financial
officer of UAL Corp., disclosed in a filing with the U.S.
Securities and Exchange Commission dated Nov. 4, 2008, that
she beneficially owns 42,920 shares of UAL common stock after
acquiring 30,000 shares of UAL common stock on Nov. 3.

Ms. Mikells also has the option to buy 50,000 shares of UAL
common stock, which option award will vest in four equal annual
installments beginning on Nov. 3, 2008.

Moreover, Ms. Mikells has disclosed that she has options to buy
shares of UAL common stock aggregating 36,072, which options will
Vest in five equal installments.  The first three installments
became exercisable on Aug. 1, 2007, Feb. 1, 2007, and Feb. 1,
2008, and the next two installments will become excisable on
Feb. 1, 2009, and Feb. 1, 2010.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORPORATION: Registers 10,000,000 Shares under Pilot Plan
-------------------------------------------------------------
Pursuant to Rule 416 of the Securities Act of 1933, UAL Corp., the
holding company of United Air Lines, Inc., filed a registration
statement dated Oct. 24, 2008, which will cover any additional
shares of UAL Common Stock that will become issuable under the
United Airlines Pilot Directed Account Plan by reason of any stock
dividend, stock split, recapitalization or other similar
transaction affected without receipt of consideration resulting to
an increase in the number of outstanding shares of UAL Common
Stock.

UAL disclosed that 10,000,000 shares of UAL Common Stock will be
registered at the maximum offering price of $11 per share totaling
to $110,000,000.  UAL will pay $4,323 as registration fee.

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?357d

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORPORATION: September 30 Balance Sheet Upside-Down by $1.2BB
-----------------------------------------------------------------
UAL Corp., the holding company of United Air Lines, Inc., filed
with the U.S. Securities and Exchange Commission a Form 10Q dated
Oct. 24, 2008, disclosing UAL's financial results for the quarter
ended Sept. 30, 2008.

A full-text copy of UAL Corp.'s 2nd Quarter 2008 Results is
available for free at: http://ResearchArchives.com/t/s?3450

              UAL Corporation and Subsidiary Companies
           Statements of Consolidated Financial Position
              Three Months Ended September 30, 2008
                         (In Millions)

Assets

Current assets:
  Cash and cash equivalents                           $$2,931
  Short-term investments                                    -
  Receivables, net                                      1,037
  Prepaid fuel                                            524
  Fuel hedge collateral deposits                          354
  Aircraft fuel                                           283
  Restricted cash                                          91
  Deferred income taxes                                   127
  Prepaid expenses and other                              623
                                                      -------
Total Current assets                                    5,970
                                                      -------
Operating property and equipment:
  Owned
     Flight equipment                                   9,239
     Advances on flight equipment                           -
     Other property and equipment                       1,758
                                                      -------
                                                       10,997
  Less -- accumulated depreciation and amortization    (1,458)
                                                      -------
  Total owned                                           9,539
                                                      -------

  Capital leases
     Flight equipment                                   1,289
     Other property and equipment                          35
                                                      -------
                                                        1,324
  Less -- accumulated amortization                       (200)
                                                      -------
  Total capital leases                                  1,124
                                                      -------
Total operating property and equipment                 10,663
Other assets:
  Intangibles, net                                      2,726
  Goodwill                                                  -
  Restricted cash                                         306
  Aircraft lease deposits                                 157
  Investments                                              92
  Other, net                                              817
                                                      -------
Total other assets                                      4,098
                                                      -------
Total Assets                                          $20,731
                                                      =======

Liabilities and Stockholders' Equity

Current liabilities:
  Advance ticket sales                                  2,251
  Mileage Plus deferred revenue                         1,381
  Accounts payable                                        821
  Accrued salaries, wages and benefits                    785
  Advanced purchase of miles                              749
  Long-term debt maturing within one year                 524
  Fuel purchase commitments                               116
  Current obligations under capital lease                 115
  Accrued interest                                          -
  Distribution payable                                      4
  Other                                                   807
                                                      -------

Total current liabilities                               7,553

Long-term debt                                          6,145
                                                      -------
Long-term obligations under capital leases              1,049
                                                      -------
Other liabilities and deferred credits:                 2,635
  Mileage Plus deferred revenue                         1,852
  Postretirement benefit liability                      1,099
  Deferred income taxes                                   660
  Other                                                 1,020
                                                      -------
Total other liabilities and deferred credits            7,266
                                                      -------
Mandatorily convertible preferred securities                -
Commitments and contingent liabilities                      -
                                                      -------
Stockholders' equity:
  Preferred stock                                           -
  Common stock at par                                       1
  Additional capital invested                           2,536
  Retained earnings (deficit)                          (3,896)
  Stock held in treasury, at cost                         (25)
  Accumulated other comprehensive income                  102
                                                      -------
  Total stockholders equity                            (1,282)
                                                      -------
Total Liabilities and Stockholders' equity            $20,731
                                                      =======

According to Bloomberg News, quarterly losses posted by UAL Corp.,
and other US carriers brought by charges tied to jet-fuel
contracts bought in advance may be good news.  The report, citing
The Wall Street Journal, related that recent changes in 0energy
costs from $4.36 a gallon in July to $2.07 as of October 27, 2008,
could bring in profits to the carriers.  Accordingly, any drop in
fuel prices strengthens the carriers' ability to minimize losses.

The report mentioned that Southwest Airlines, Northwest Airlines
Corp. and Alaska Air Group, Inc., all disclosed that they would
have made money if not for last quarter's fuel-hedge charges.

UAL, for one, has implemented involuntary and voluntary furloughs
programs.  UAL has also grounded fleets and disposed of other
assets to boost liquidity.

                     UAL Stock Tumbled

Bloomberg News reported that as of Nov. 12, 2008, shares of
United Air Lines, Inc.'s parent, UAL Corp., tumbled, on concerns
that the weakening U.S. economy will affect travel.

Specifically, UAL lost $3.50 or 27% in Nasdaq Stock Market
trading, the steepest decline, according to Bloomberg, since May,
in the same way that Delta fell $1.47 or 17% in NYSE composite
trading while AMR dropped $1.31 or 16$ to $7.05.

Ray Neidl, analyst at Calyon Securities in New York, in an
interview with Bloomberg, attributed the plunge to "the overall
markets" and said that "people are worried about what demand is
going to do in the later part of the year."

Bloomberg, citing Hunter Keay, an analyst at Stifel Nicolaus &
Co., stated that airline investors may be selling on reports of
Tontine Associates LLC's plan to liquidate two stock hedge funds.
Tontine Associates is run by Jeffrey Gendell, who has shares in
AMR, UAL and Continental Airlines, Inc., as of June 30.  Mr. Keay
added that investors are also worried that the decline in oil
prices may force airlines to post cash collateral in the current
quarter on fuel hedge funds thus triggering minimum liquidity
covenants in loans.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UTAH 7000: Pivotal Promontory's Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Pivotal Promontory TRC, L.L.C.
        8758 N. Promontory Ranch Road
        Park City, UT 84098

Bankruptcy Case No.: 08-27712

Chapter 11 Petition Date: November 4, 2008

Involuntary petitions were filed on March 28, 2008, and an order
for relief was entered on March 31, 2008, regarding these
affiliates of the Debtor:

   Entity                             Case Number
   ------                             -----------
   Utah 7000, L.L.C.                    08-21869
   Utah 7000 Development, L.L.C.        08-21870
   Utah 7000 Capital, L.L.C.            08-21872

Voluntary petitions were filed on April 3, 2008, on behalf of
these affiliates of the Debtor:

   Entity                             Case Number
   ------                             -----------
   Utah 7000 Realty, L.L.C.             08-22077
   Utah 7000 Cabins, L.L.C              08-22075

Pivotal Promontory TRC's case is jointly administered, for
procedural purposes only, under Chapter 11 Case No. 08-21869.

Bankruptcy Court: United States Bankruptcy Court
                  District of Utah (Salt Lake City)

Debtor's Counsel: Gregory K. Jones, Esq.
                  Stutman, Treister & Glatt P.C.
                  1901 Avenue of the Stars 12th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 228-5600
                  Fax: (310) 228-5788
                  E-mail: gjones@stutman.com

Estimated Assets: $0 to $50,000

Estimated Debts: $100,000,000 to $500,000,000

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


UTAH 7000: 341 Meeting of Pivotal Promontory Creditors on Dec. 11
-----------------------------------------------------------------
The United States Trustee in Salt Lake City, Utah, will convene a
meeting of creditors in the bankruptcy case of Pivotal Promontory
TRC, L.L.C. at 3:30 p.m. at 405 South Main.

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.

Additionally, creditors, including governmental units, have until
December 3, 2008, to file proofs of claim against TRC.

Based in Park City, Utah, Utah 7000 LLC fka Pivotal Promontory LLC
operates and develops resort community near Park City and Deer
Valley ski resorts.

On March 28, certain holders of junior and second priority liens
filed for involuntary Chapter 11 petitions against the Company
(Bankr. D. Utah Lead Case No.08-21869).  Kenneth L. Cannon, II,
Esq., at Durham Jones & Pinegar, represents the petitioners.

On April 3, 2008, the Debtors gave their consent to the entry of
an order for Chapter 11 bankruptcy relief.  Danny C. Kelly, Esq.,
at Stoel Rives LLP and Eve H. Karasik, Esq., at Stutman Treister &
Glatt Professional Co., represent the Debtors in their
restructuring efforts.

The U.S. Trustee for Region 19 appointed an Official Committee of
Unsecured Creditors in the cases.  J. Thomas Beckett, Esq., at
Parsons Behle & Latimer, represents the Committee.

According to Bloomberg, Judge Judith A. Boulden estimated the
value of Utah 7000's property at $560.1 million.  The Debtor owes
about $431.5 million to several secured creditors.


VALUE CITY: Taps Hilco Real as Real Estate Consultant
-----------------------------------------------------
Value City Holdings Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
employ Hilco Real Estate LLC as their real estate consultant and
advisor.

The firm will:

   a) assist the Debtors ascertain their goals, objectives and
      financial parameters;

   b) negotiate the termination, assignment of other disposition
      of leases and the sale of the owned property;

   c) negotiate waivers or reductions of prepetition cure amounts
      and lease claims arising under Section 502(b)(6) of the
      Bankruptcy Code;

   d) assist the Debtors at an auction for the leases and the
      sale of owned property, if needed; and

   e) report periodically to the Debtors regarding the status
      of negotiations.

The firm will be paid $80,000 fee payable with two business days
after entry of the Court's order and will be credited against any
other fees earned hereunder.  The firm will charge $400 per hour
for additional consulting services.  Furthermore, the firm is
expected to receive, among other things, 4% of the gross proceeds
of the disposition and another 4% of the gross proceeds for owned
property.

Joseph Malfitano, vice president and assistant general counsel
of the firm, assures the Court that the firm does not hold any
interest adverse to the Debtors' estate and their creditors, and
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                         About Value City

Headquartered in Columbus, Ohio, Value City Holdings Inc. --
http://www.valuecity.com/-- operates a chain of department stores
in the United States.  The company and eight of its affiliates
filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14197).  John Longmire, Esq., and Lauren C.
Cohen, Esq., at Willkie Farr & Gallagher LLP, represents the
Debtors' in their restructuring efforts.  The company selected
Epiq Bankruptcy Solutions LLC as its claims, noticing and
balloting agent.  The United States Trustee for Region 2 has named
a nine-member official committee of unsecured creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million each.


VALUE CITY: Wants Until January 10, 2009, to File Schedules
-----------------------------------------------------------
Value City Holdings Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
further extend until Jan. 10, 2009, the deadline to file schedules
of assets and debts, and statements of financial affairs.

The initial deadline is Dec. 10, 2008.

The Debtors tell the Court that they were unable to complete their
schedules and statements by Dec. 10, 2008, when several of key
employees resigned effective Nov. 30, 2008, from the company that
affected the information gathering process to complete their
schedules.

According to John C. Longmire, Esq., at Willkie Farr & Gallagher
LLP, much of the required information necessary to prepare the
schedules is maintain by the Debtors' former parent, Retail
Ventures Inc.  Mr. Longmire says the Debtors propose Verdolino &
Lowey P.C. as their tax and financial services consultants.  The
firm will assist the Debtors to prepare their schedules, he
continues.

                         About Value City

Headquartered in Columbus, Ohio, Value City Holdings Inc. --
http://www.valuecity.com/-- operates a chain of department stores
in the United States.  The company and eight of its affiliates
filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14197).  John Longmire, Esq., and Lauren C.
Cohen, Esq., at Willkie Farr & Gallagher LLP, represents the
Debtors' in their restructuring efforts.  The company selected
Epiq Bankruptcy Solutions LLC as its claims, noticing and
balloting agent.  The United States Trustee for Region 2 has named
a nine-member official committee of unsecured creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million each.


WAVERLY GARDENS: Taps HTG Consultants as Valuation Expert
---------------------------------------------------------
Waverly Gardens of Memphis, LLC and Kirby Oaks Integra, LLC, dba
Waverly Glen, ask the U.S. Bankruptcy Court for the Western
District of Tennessee for authority to employ HTG Consultants,
LLC, a licensed appraiser, as their vaulation expert.

As the Debtors' valuation expert, HTG will advise the Debtors and
provide, if necessary, expert testimony in connection with issues
in connection with their cases, including the Debtors' motion to
use cash collateral and objections filed by First Tennessee Bank,
N.A. and in connection with valuation issues that may arise in
connection with confirmation of a plan of reorganization.

David S. Passero, a principal at HTG, assures the Court that the
firm does not represent or hold any interest adverse to the
Debtors or their estates, and that it is a "disinterested person"
as defined under Sec. 101(14) of the Bankruptcy Code.

HTG has agreed to undertake the appraisal of the Debtors' real
property and business for a fee of $18,000 plus travel and out of
pocket expense, plus additional compensation at the rate of $300
for expert testimony.

                    About Waverly Garden

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC --
http://www.waverlygardens.com/-- owns and operates an independent
living facility comprised of 19 interconnected single story
modular structures on an 11.5 acre site.  Kirby Oaks Integra, LLC,
dba. Waverly Glen, owns and operates a 52 unit assisted living
facility, with Alzeheimer's unit.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D. Tenn.
Lead Case No. 08-30218).  Michael P. Coury, Esq., at Farris
Bobango Branan PLC, represents the Debtors as counsel.

When Waverly Gardens filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
$1 million to $10 million.  When Waverly Glen filed for protection
from its creditors, it listed assets and debts of between
$1 million and $10 million each.


WELLCARE HEALTH: A.M. Best Cuts FSR Ratings on 2 Florida Units
--------------------------------------------------------------
A.M. Best Co. on November 24, 2008, took various rating actions on
the financial strength ratings (FSR) and issuer credit ratings
(ICR) of the health maintenance organization (HMO) subsidiaries of
WellCare Health Plans, Inc. (WellCare) (Tampa, FL) [NYSE: WCG].

The companies' Best's public data (pd) ratings reflect a
quantitative analysis of the company's results based on publicly
available financial information. This quantitative analysis
includes a review of important tests in three categories: balance
sheet strength, operating performance and business profile. Best's
pd ratings do not include analysis based on interaction with
insurance company management or non-public financial information.

WellCare's HMO ratings reflect the companies' reliance on the
government-sponsored programs of Medicaid and Medicare, a decrease
in investment income, additional medical and administrative costs
relating to its Medicare PDP product, as well as the government
and special committee investigations. A.M. Best expects that this
may hinder WellCare's HMOs' profitability and their ability to
grow their already modest capital position in the near term.
Offsetting positive rating factors include WellCare's HMOs'
manageable premium growth and strong market presence.

   -- The FSR has been downgraded to B- pd (Fair) from B pd (Fair)
and ICR to "bb- pd" from "bb pd" for HealthEase of Florida, Inc.,
a subsidiary of WellCare Health Plans, Inc.

   -- The FSR has been downgraded to C++ pd (Marginal) from B- pd
(Fair) and ICR to "b pd" from "bb- pd" for WellCare of Florida,
Inc., a subsidiary of WellCare Health Plans, Inc.

   -- The FSR of C++ pd (Marginal) and ICR of "b pd" have been
affirmed for Harmony Health Plan of Illinois, Inc., a subsidiary
of WellCare Health Plans, Inc.

   -- The FSR of C+ pd (Marginal) and ICR of "b- pd" have been
affirmed for WellCare of Connecticut, Inc., a subsidiary of
WellCare Health Plans, Inc.


YOURBUYER INC: Files for Chapter 7 Liquidation
----------------------------------------------
John G. Edwards at Las Vegas Review-Journal reports that YourBuyer
Inc. has filed for Chapter 7 liquidation, listing $16.1 million in
liabilities and $2,000 in assets.

YourBuyer reported $4.9 million in gross income in 2007 and
$3.6 million in 2006, court documents say.

According to Las Vegas Review-Journal, YourBuyer owes Ronald
Richardson, one of its investors, about $7 million.  Las Vegas
Review-Journal relates that that Mark Brown, YourBuyer's founding
president and a major investor, guaranteed $500,000 of Mr.
Richardson's loan.  Mr. Brown also is owed $600,000, the report
states.  Other creditors included the landlord for the firm's
office in Shanghai, China, the report says.

                       About YourBuyer

YourBuyer Inc. is a purchasing company established by two former
managers at failed PurchasePro.com.  Mark McNally, a former data
processing manager at PurchasePro, and Chief Operating Officer
Doug Miller, another former worker at PurchasePro, started the
company six years ago.  Mr. McNally owned about 30 percent of the
shares in YourBuyer.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                              Total
                                             Share-
                                  Total     Holders     Working
                                 Assets      Equity     Capital
Company            Ticker         ($MM)       ($MM)       ($MM)
-------            ------        ------     -------     -------
ABSOLUTE SOFTWRE   ABT CN        106.78       (2.62)      30.90
APP PHARMACEUTIC   APPX US     1,105.06      (41.69)     259.64
ARBITRON INC       ARB US        162.41       (9.33)     (39.23)
BARE ESCENTUALS    BARE US       272.49      (24.77)     125.37
BLOUNT INTL        BLT US        485.28      (20.09)     119.08
CABLEVISION SYS    CVC US      9,716.99   (4,965.85)  (1,583.16)
CENTENNIAL COMM    CYCL US     1,393.93   (1,025.77)      86.00
CHENIERE ENERGY    LNG US      3,049.32     (266.00)     423.48
CHENIERE ENERGY    CQP US      2,020.62     (311.81)     178.97
CHOICE HOTELS      CHH US        349.93      (90.51)      (7.61)
CLOROX CO          CLX US      4,587.00     (364.00)    (396.00)
CV THERAPEUTICS    CVTX US       391.99     (225.60)     285.98
DELTEK INC         PROJ US       187.99      (61.84)      34.16
DISH NETWORK-A     DISH US     7,177.25   (2,129.50)  (1,318.20)
DOMINO'S PIZZA     DPZ US        440.85   (1,437.39)      84.39
DUN & BRADSTREET   DNB US      1,642.30     (554.20)    (205.90)
ENERGY SAV INCOM   SIF-U CN      464.04     (263.35)     (92.06)
EXELIXIS INC       EXEL US       254.76      (23.45)      (1.44)
EXTENDICARE REAL   EXE-U CN    1,621.33      (31.08)     124.99
GARTNER INC        IT US       1,115.42      (14.96)    (253.32)
GENERAL MOTORS     GM US     110,425.00  (58,994.00) (18,461.00)
GENERAL MOTORS C   GMB BB    110,425.00  (58,994.00) (18,461.00)
HEALTHSOUTH CORP   HLS US      1,980.50     (874.10)    (217.90)
IMAX CORP          IMX CN        238.28      (90.53)      40.71
INCYTE CORP        INCY US       264.72     (177.38)     216.20
INTERMUNE INC      ITMN US       205.78      (92.04)     133.89
KNOLOGY INC        KNOL US       646.88      (43.63)      12.89
LINEAR TECH CORP   LLTC US     1,664.87     (377.94)   1,108.62
MOODY'S CORP       MCO US      1,694.30     (893.80)    (331.00)
NATIONAL CINEMED   NCMI US       569.10     (475.90)      86.40
NAVISTAR INTL      NAV US     11,557.00     (228.00)   1,501.00
NPS PHARM INC      NPSP US       201.96     (207.84)      90.48
OCH-ZIFF CAPIT-A   OZM US      2,224.17     (172.89)        -
OSIRIS THERAPEUT   OSIR US        28.55       (8.19)     (14.45)
OVERSTOCK.COM      OSTK US       145.46       (3.68)      33.49
PROTECTION ONE     PONE US       644.94      (63.74)       3.16
REGAL ENTERTAI-A   RGC US      2,557.50     (223.90)    (111.90)
REVLON INC-A       REV US        876.60     (999.30)       8.10
ROTHMANS INC       ROC CN        545.25     (213.23)     101.53
SALLY BEAUTY HOL   SBH US      1,527.02     (697.08)     367.20
SONIC CORP         SONC US       836.31      (64.12)     (13.12)
STEREOTAXIS INC    STXS US        55.08       (5.26)       2.87
SUCCESSFACTORS I   SFSF US       167.82       (2.93)       3.97
SUN COMMUNITIES    SUI US      1,221.85      (28.24)        -
SYNTA PHARMACEUT   SNTA US        90.76      (34.61)      57.71
TAUBMAN CENTERS    TCO US      3,181.86      (20.38)        -
TEAL EXPLORATION   TEL SJ         55.61      (22.27)     (62.15)
THERAVANCE         THRX US       255.26     (125.15)     184.02
UAL CORP           UAUA US    20,731.00   (1,282.00)  (1,583.00)
UST INC            UST US      1,402.19     (325.57)     236.75
WARNER MUSIC GRO   WMG US      4,476.00      (86.00)    (623.00)
WEIGHT WATCHERS    WTW US      1,110.40     (900.83)    (269.75)
WESTERN UNION      WU US       5,504.20      (90.20)     318.90
WR GRACE & CO      GRA US      3,754.20     (178.90)     970.10



                             *********

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 ***