TCR_Public/081203.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 3, 2008, Vol. 12, No. 288

                             Headlines


3 DAY BLINDS: Files Schedules of Assets and Liabilities
ALPINE SECURITIZATION: DBRS Confirms Low-B Ratings on Two Tranches
AMACORE GROUP: Executives Disclose Acquisition of Common Stock
AMACORE GROUP: Vicis Capital Raises Stake in November Transactions
AMERICAN HOUSING: S&P Cuts 2003C Bond Rating to 'B'; Watch Neg.

AMERICAN INT'L: Sells AIG Private Bank to Aabar Investments
AMERICAN INT'L: Wants to Renegotiate Terms of Rescue Package
AMERICAN MEDIA: Unit Extends $570MM Notes Offering to Dec. 15
AMERICAN MEDIA: AMOI CFO D. Durbin to Replace J. Miller as COO
AMERICAN MEDIA: In Talks with Lenders on Notes' Interest Payment

ASPECT SOFTWARE: S&P Junks Corp. Credit & 2nd-Lien Debt Ratings
ATLANTIS PLASTICS: Panel Insists Sec. 503(b)(9) Claims Be Funded
BARRATT AMERICAN: Loses Funding; May Have to File for Chapter 11
BCE ACQUISITION: DBRS Puts BB(low) Ratings Under Review
BLOUNT INTERNATIONAL: Ariel Investments Holds 10.7% Equity Stake

BLOUNT INTERNATIONAL: Says Sales Increased 35% in Third Quarter
BLOUNT INTERNATIONAL: Timing of Payment of CEO's Bonus Changed
BOSCOV'S INC: HSBC Appeal Over Credit Card Deal Junked
CANWEST MEDIA: DBRS Downgrades Issuer Rating to B(high)
CHRYSLER LLC: Canada's EDC Halts Support for Tier 1 Pacts

CHRYSLER LLC: DBRS Downgrades Issuer Rating to CC
CHRYSLER LLC: Submits Turnaround Plan to Congress; Seeks $7BB
CIRCUIT CITY: Gets Nod to Pay Prepetition Sales & Use Taxes
CIRCUIT CITY: Proposes to Pay Pre-Bankruptcy Shipping Charges
CIRCUIT CITY: Wants to Pay $6.5-Mil. Owed to Contractors

CIRCUIT CITY: Wants Schedules Filing Deadline Extended to Dec. 30
CITIGROUP INC: Auctions Off NikkoCiti Trust, WSJ Says
CITIGROUP INC: Unit Agrees to Buy Sacyr's Itinere for EUR7.9 Bil.
CONSTAR INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'SD'
COOKSON'S TRANSMISSION: Voluntary Chapter 11 Case Summary

COPIA: Case Summary & 20 Largest Unsecured Creditors
COPIA: Files for Chapter 11 Protection, Gets $2MM Credit Line
CREDIT SUISSE: Fitch Places 3 Classes' Ratings on Negative Watch
COUNTRYWIDE FINANCIAL: Faces Investor Suit on Loan Modifications
CYBERDEFENDER CORP: Hires Newview Finance as Management Consultant

CYBERDEFENDER CORP: Sept. 30 Balance Sheet Upside-Down by $7MM
CYBERDEFENDER CORP: President & CEO G. Guseinov Holds 38.5% Stake
DAIMLERCHRYSLER FINANCIAL: DBRS Junks Ratings; Trend Negative
DEATH ROW: Sells Marion Knight's Malibu Home for $4.56 Million
DELTA AIR LINES: AFA-CWA Sues Over Seniority List Integration

DELTA AIR LINES: Non-Union Workers Get Bigger Pay Raise
DELTA AIR LINES: To Cut Capacity By 8% in 2009 Due to Recession
DIMENSIONS HEALTH: Moody's Confirms 'B3' Rating on $67.6MM Bonds
DISH NETWORK: DBRS Assigns BB Issuer Rating to EchoStar
DOUGLAS JOHNSON: May Employ Kalil & Co. as Media Broker

DOUGLAS JOHNSON: Sec. 341(a) Meeting Set for December 18
DOUGLAS JOHNSON: Third Party to Sell Household Goods
ECLIPSE AVIATION: Albany Int'l Will Waive up to $7.4MM in Bills
ECLIPSE AVIATION: Meeting to Form Creditors Panel on December 8
ECOSPHERE TECH: Sept. 30 Balance Sheet Upside Down by $4.2 Million

ELIZABETH KNIGHT: Case Summary & Largest Unsecured Creditor
ENBRIDGE ENERGY: DBRS Confirms Jr. Sub. Notes' Rating at BB(high)
ENCAP GOLF: Wachovia Renews Attempt to Have Ch. 11 Case Dismissed
ENERGY PARTNERS: Adopts Changes to Pacts to Comply with IRC
ENERGY PARTNERS: CEO Bachmann Unloads 5,100 Shares in November

ENERGY PARTNERS: Reports $34 Million 3rd Quarter Net Income
EQUAN REALTY: Section 341(a) Meeting Set for December 16
EQUAN REALTY: May Employ Michael Schwartz as Bankruptcy Counsel
ESTATE FINANCIAL: Arraignment of Executives Will be on Dec. 12
FAIRFAX FINANCIAL: Moody's Says Share Buyout Doesn't Affect Rating

FORD MOTOR: Submits Turnaround Plan to Congress; Seeks $9BB Loan
FREDDIE MAC: Mulls Reverse Stock Split to Boost Share Price
GENERAL MOTORS: Banks on Investment in India for Growth
GENERAL MOTORS: Submits Turnaround Plan to Congress; Seeks $18BB
GENTA INC: Sept. 30 Balance Sheet Upside Down by $529.1 Million

GMAC LLC: DBRS Junks Issuer & Long-Term Debt Ratings
HAWAIIAN TELCOM: Seeks to Use Lenders' Cash Collateral
HORACE MANN: S&P Puts 'BB+' Preferred Stock Rating; Outlook Neg.
IDEAEDGE INC: Discloses Re-Sale of 5.9% of Shares Outstanding
IDEAEDGE INC: Posts $5-Million Net Loss in Year ended September 30

IDEAEDGE INC: Annual Shareholders Meeting on December 19
INTERFACE INC: Exchange Offer Won't Affect S&P's 'B+' Ratings
ISLETON CITY: Council Meeting on December 10 to Discuss Bankruptcy
KCGV REDDING: Case Summary & 4 Largest Unsecured Creditors
KIMBALL HILL: Files Chapter 11 Plan, Pushes Sale of Assets

LAND RESOURCE: Will Auction Land for Planned Housing Development
LEINER HEALTH: Wants Exclusivity Amid Plan Effectivity Delays
LPATH INC: Daniel Petree Replaces Roger Sabbadini as Director
LPATH INC: Posts $9.6-Million Net Loss in the Last Nine Months
M TEE ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors

MACH DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
MASTIFF ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors
MCCLATHY COMPANY: Fitch Issues Report on Covenant Descriptions
MERRILL LYNCH: DBRS Ups 8 Classes of Series 2003-Canada 11 Certs.
MERRILL LYNCH: S&P Changes Outlook on 'BB-' Ratings to Developing

MERRILL LYNCH: S&P Keeps 'BB+' Rating on Class F Certificates
MERVYN'S LLC: Court Extends Ch. 11 Plan Deadline to Feb. 24, 2009
MERVYN'S LLC: To Sell Remaining Store Leases at Dec. 10 Auction
MERVYN'S LLC: Rejects Leases to 22 Closing Stores
MODERN METAL: Declining Auto Demand Blamed for Chapter 11 Filing

MODERN METAL: Case Summary & 20 Largest Unsecured Creditors
MORGAN STANLEY: DBRS Changes Trend of Four Classes to Negative
MOULIN ROUGE: Foreclosures & Funding Woes Force Ch. 11 Filing
NEXSTAR BROADCASTING: Amends Employment Agreement with CEO Sook
NEXSTAR BROADCASTING: Officers Disclose Shares Purchases

NEXSTAR BROADCASTING: Sept. Balance Sheet Upside-Down By $144MM
NORBORD INC: DBRS Comments on Financial Initiatives
NORTHWEST AIRLINES: AFA-CWA Sues Over Seniority List Integration
NORTHWEST AIRLINES: Non-Union Workers Get Bigger Pay Raise
PARCS MASTER: S&P Withdraws 'BB' Rating on 2006-2 Anzio Trust

PARCS MASTER: S&P Withdraws 'BB' Rating on 2006-5 Kodiak Trust
PELICAN BAY: Voluntary Chapter 11 Case Summary
PEOPLE'S CHOICE: Inks Deal with WaMu to Settle $2.6-Mil. Claim
PETTERS GROUP: Founder Tom Petters Charged for $2 Billion Fraud
PHARMOS CORP: Posts $2.8 Million Net Loss in Third Quarter

PIERCE COUNTY: May Enter into Premium Finance Agreement with PFSI
PILGRIM'S PRIDE: Chapter 11 Filing Cues Moody's 'D' Rating
PILGRIM'S PRIDE: Tells Customers It's Business As Usual
PILGRIM'S PRIDE: Wants Schedules Filing Deadline Moved to Feb. 1
PLASTECH ENGINEERED: Sees Liquidation Plan Effective by Year-End

PRIMUS TELECOM: Sept. 30 Balance Sheet Upside-Down by $434 Mil.
PROTECTION ONE: Sept. 30 Balance Sheet Upside-Down by $63.7MM
QUALITY PLUS: Case Summary & 20 Largest Unsecured Creditors
QUINN-WOODBINE: Case Summary & Largest Unsecured Creditor
REFCO INC: Commodity Management Unit's Plan Effective October 24

RELIANT ENERGY: Unclear Liquidity Cues Moody's SGL Rating Change
RESIDENTIAL CAPITAL: DBRS Puts Ratings Under Review
RESMAE MORTGAGE: Updated Loss Forecasts Cue Moody's Rating Cuts
RIO VISTA: Considering Bankruptcy Amid Budget Shortfalls, Debt
S&D HOSPITALITY: Voluntary Chapter 11 Case Summary

SIERRA PACIFIC: DBRS Notes Name Change to NV Energy
SPANSION INC: Moody's Downgrades Corporate Credit Rating to 'Caa2'
STENBERG WELDING: Case Summary & 19 Largest Unsecured Creditors
SYNTAX-BRILLIAN: Panel Says Over $300MM Lost on Execs' Lapses
TAHERA DIAMOND: CCAA Stay Period Extended Until December 22

TARRAGON CORP: Sept. 2008 Balance Sheet Upside-Down by $212 Mil.
TERENCE HAVENS: Voluntary Chapter 11 Case Summary
THE LOFTS: Case Summary & 2 Largest Unsecured Creditors
THOMAS LEDDY: Case Summary & 20 Largest Unsecured Creditors
TRERMONIA CDO: Moody's Downgrades Ratings on Four Note Classes

TRIBUNE CO: Sept. 2008 Balance Sheet Upside-Down by $6.2 Bil.
TROPICANA ENTERTAINMENT: Wants Aztar's Chapter 11 Case Dismissed
TROPICANA ENTERTAINMENT: William Yung Regrets Acquisition
TRUMP ENTERTAINMENT: Moody's Cuts Ratings to Ca; Outlook Negative
TRUMP ENTERTAINMENT: S&P's Corporate Credit Rating Tumbles to 'D'

U-SAFE INVESTMENTS: Taps F. Coulter and M. Voisenat as Counsel
U-SAFE INVESTMENTS: Files List of 8 Largest Unsecured Creditors
U-SAFE INVESTMENTS: Files Schedules of Assets and Liabilities
VERENIUM CORP: Sept. 2008 Balance Sheet Upside-Down by $29.1 Mil.
VERENIUM CORP: Appoints Jeffrey Black as Interim CFO

VERENIUM CORP: EVP Gregory Powers Discloses Equity Stake
VILANO BEACH: Case Summary & Six Largest Unsecured Creditors
WELLMAN INC: Proposes Incentive Plan; U.S. Trustee & Panel Object
WELLMAN INC: RejectS Wholesale Warehousers Sale Pact
WILLIAM BURCH: Case Summary & 20 Largest Unsecured Creditors

YRC WORLDWIDE: Seeks to Modify Teamsters Labor Contract
YRC WORLDWIDE: Unveils $100 Mil. Tender Offer for Debt Securities
YRC WORLDWIDE: S&P Rating Cut Doesn't Affect Strategic Plans

* Atlantic City Casinos May Default Loans & File for Bankruptcy
* Chadbourne Counsel Moves Former Counsel Jennifer Hands to Moscow
* Fitch Says Consumer Products Sector to Face Challenges in 2009
* FTI Consulting Names 4 Professionals as Sr. Managing Directors
* S&P Cuts Ratings on 27 Classes From Subprime RMBS Deals to 'D'

* S&P Cuts Ratings on 25 Classes From 25 Subprime RMBS Deals to D
* S&P Cuts Ratings on 17 Classes From 20 Subprime RMBS Deals to D
* S&P Examines North American CMBS Exposure to Steve & Barry's
* S&P Junks Ratings on 12 ABFC 2002-WF1 Trust Class M Certificates
* S&P Junks Ratings on Three Tranches From Five Hybrid CDO Deals

* Upcoming Meetings, Conferences and Seminars


                             *********

3 DAY BLINDS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
3 Day Blinds, Inc., filed with the U.S. Bankruptcy Court for the
Central District California its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------      -----------
  A. Real Property
  B. Personal Property            $8,509,466
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $28,103,257
     Secured Claims
  E. Creditors Holding                             $2,703,999
     Unsecured Priority
     Claims
  F. Creditors Holding                            $11,681,116
     Unsecured Non-priority
     Claims
                                   ----------     -----------
TOTAL                              $8,509,466     $42,488,373

Anaheim, California-based 3 Day Blinds, Inc., manufactures and
sells the 3 Day Blinds brand of custom crafter window coverings,
made to clients' specifications.  The company, filed for Chapter
11 relief on Oct. 21, 2008 (Bankr. C. D. Calif. Case. No. 08-
16696).  Bradley D. Blakely, Esq., at Blakeley and Blakeley LLP,
and Daniel A. Lev, Esq., at SulmeyerKupetz PC, represent the
Debtor as counsel.


ALPINE SECURITIZATION: DBRS Confirms Low-B Ratings on Two Tranches
------------------------------------------------------------------
On November 26, 2008, Dominion Bond Rating Service confirmed the
rating of R-1 (high) for the Commercial Paper (CP) issued by
Alpine Securitization Corp.  (Alpine), an asset-backed commercial
paper (ABCP) vehicle administered by Credit Suisse, New York
branch.  In addition, DBRS has confirmed the ratings and revised
the tranche sizes of the aggregate liquidity facilities (the
Liquidity) provided to Alpine by Credit Suisse.

The $14,874,292,769 aggregate liquidity facilities are tranched:

   -- $14,443,131,644 rated AAA
   -- $134,713,495 rated AA
   -- $74,878,677 rated A
   -- $98,979,643 rated BBB
   -- $88,543,393 rated BB
   -- $19,826,837 rated B
   -- $14,219,080 unrated

The ratings are based on June 30, 2008 data.

The CP rating reflects the AAA credit quality of Alpine's asset
portfolio.  The updated credit quality aspect of the CP rating is
based on both the portfolio of assets and the available program-
wide credit enhancement (PWCE).  The rationale for the CP rating
is based on the updated AAA credit quality assessment as well as
DBRS's prior and ongoing review of legal, operational and
liquidity risks associated with Alpine's overall risk profile.

The ratings assigned to the Liquidity reflect the credit quality
of Alpine's asset portfolio based on an analysis that assesses
each transaction to a "term" standard.  The tranching of the
Liquidity reflects the credit risk of the portfolio at each rating
level. The tranche sizes are expected to vary each month based on
changes in portfolio composition.

For Alpine, both the CP and the Liquidity ratings utilize DBRS's
simulation methodology, which was developed to analyze diverse
ABCP conduit portfolios.  This analysis uses the DBRS CDO Toolbox
simulation model, with adjustments to reflect the unique structure
of an ABCP conduit and its underlying assets.  DBRS models the
portfolio based on key inputs such as asset credit quality, asset
tenors, correlations and recovery rates.

DBRS models the portfolio on an ongoing basis to reflect changes
in Alpine's portfolio composition and credit quality. The rating
results are updated and posted on the DBRS website.


AMACORE GROUP: Executives Disclose Acquisition of Common Stock
--------------------------------------------------------------
Guy Norberg, Amacore Group Inc.'s senior vice president of sales
and marketing and director, disclosed in a Form 4 filing with the
Securities and Exchange Commission that he directly owns 1,750,000
shares of the company's common stock after he acquired 1,500,000
shares at $0.04 per share on Jan. 15, 2007.  Mr. Norberg has
warrants to acquire 1,000,000 shares at an exercise price of $0.3
a share and 3,500,000 shares at an exercise price of $0.5 a share.

Jay Shafer, president, CEO and director of the company, also
disclosed that he directly owns 1,750,000 shares of the company's
common stock after his acquisition of 1,500,000 shares of common
stock at $0.04 per share on Jan. 15, 2007.  He also added that on
March 26, 2007, and Dec. 6, 2012, he obtained warrants to purchase
4,500,000 shares of the company's Class A common stock.

The company, in an SEC filing in August 2008, disclosed having
143,220,225 Class A Common Shares and 2,503,522 Class B Common
Shares outstanding as of August 13.

Amacore Group's shares closed at $0.18 per share on Dec. 1.

                     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 its ability to continue as a going concern.  The
company has sustained operating losses in recent years.  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: Vicis Capital Raises Stake in November Transactions
------------------------------------------------------------------
Vicis Capital LLC, a 10% owner of The Amacore Group Inc.,
disclosed in a Dec. 1, 2008, regulatory filing that it may be
deemed to beneficially own 24,689,700 shares of the company's
Class A common stock after acquisitions by Vicis Capital Master
Fund of:

   -- 542,000 shares at $0.11 per share on Nov. 26;

   -- 84,800 shares at $0.1659 per share on Nov. 28; and

   -- 620,000 shares at $0.1539 per share on Nov. 28;

Vicis Capital Master Fund earlier acquired 15,700 shares
on Nov. 3.

Vicis Capital LLC is the investment advisor to Vicis Capital
Master Fund.  Vicis Capital also disclosed holding other
securities of Amacore through Vicis Capital Master Fund which are
convertible to shares of the company's common stock.

A full-text copy of Vicis Capital's Form 4 filing is available at
no charge at http://ResearchArchives.com/t/s?3586

The company, in an SEC filing in August 2008, disclosed having
143,220,225 Class A Common Shares and 2,503,522 Class B Common
Shares outstanding as of Aug. 13.

                    About The 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 its ability to continue as a going concern.  The
company has sustained operating losses in recent years.  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.


AMERICAN HOUSING: S&P Cuts 2003C Bond Rating to 'B'; Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on American
Housing Foundation, Texas' series 2003A bonds to 'BBB-' from 'AA',
its rating on the foundation's series 2003B bonds to 'BB' from
'A', and its rating on the foundation's series 2003C bonds to 'B'
from 'BB'.  S&P also placed all of the ratings on CreditWatch with
negative implications.

The project continues to suffer from paying penalty rates on its
auction rate debt.  On four of the six issues, the project pays a
penalty rate of 1.75x the Securities Industry and Financial
Markets Association swap index rate, which is a mismatch from the
LIBOR rate the project receives through its interest rate swaps.
SIFMA rates experienced a temporary spike in September and October
2008, resulting in auction rates as high as 12% on the auction
rate bonds.  The project has also incurred over $3.6 million in
losses in 2008 due to its interest rate swaps.

In a bondholder presentation dated Nov. 19, 2008, management of
the project announced a proposal to draw on its stabilization
fund, which was established upon the sale of the Carlyle at Waters
property from its portfolio.  Management proposed to draw
approximately $1.5 million of the $3.5 million balance from the
fund to make its December 2008 debt service payments.

The draw on the stabilization fund is not in itself a cause for
the downgrades, as this draw would address the project's current
income shortfalls without drawing on the debt service reserve
fund.  However, should the spread between LIBOR and SIFMA rates
persist, the balance of the stabilization fund could be depleted
by the first quarter of 2009, which would require the project to
draw on its series C debt service reserve fund to pay debt
service.  Based on this stress scenario, by the fourth quarter of
2009 the series C debt service reserve fund would be completely
depleted and in default, while management would draw on the series
B debt service reserve fund to pay debt service on the series B
bonds.


AMERICAN INT'L: Sells AIG Private Bank to Aabar Investments
-----------------------------------------------------------
American International Group Inc. has agreed to sell its wholly
owned subsidiary AIG Private Bank Ltd. to Aabar Investments PJSC
(Aabar), a global investment company based in Abu Dhabi, the
company said in a statement Monday.

Bloomberg News relates AIG sold the bank unit for 307 million
Swiss francs (US$254 million).

Under its new ownership, AIG Private Bank will become an
independent financial institution, headquartered in Switzerland
along with branches and representative offices in Hong Kong,
Shanghai, Singapore and Dubai.  AIG Private Bank will conduct its
business under a new name and will continue to focus on providing
wealth management services to high net worth individuals in
Switzerland, Western and Eastern Europe, Asia and the Middle East.

"We have looked very thoroughly at AIG Private Bank and are
impressed by the professionalism and dedication of the management
team and staff.  This transaction represents a great opportunity
to leverage AIG Private Bank's expertise in wealth management and
to further develop it in our region.  AIG Private Bank provides us
with a platform with the potential for significant long-term
growth and value creation," said H.E. Khadem Al Qubaisi, Chairman
of Aabar and future designated Chairman of the bank.

"We are proud and delighted that we have found a strong and
internationally renowned investor such as Aabar to support the
future development of our bank.  This sends a clear message to our
customers that we will continue to be a trustworthy, reliable and
competent partner for them," said Eduardo Leemann, CEO of AIG
Private Bank.  "It also offers us new opportunities to expand our
operations, especially in the Middle East," Mr. Leemann added.  He
and his senior management team will remain with the bank.

The transaction is subject to satisfaction of certain conditions,
including approvals by appropriate regulatory authorities.

Blackstone Advisory Services provided financial advice to AIG in
connection with AIG's global restructuring program.  UBS
Investment Bank acted as financial advisor and Lenz & Staehelin
served as legal counsel to AIG on this transaction.

                    About Aabar Investments

Headquartered in Abu Dhabi, United Arab Emirates, Aabar
Investments PJSC (ABD:AABAR), fka Aabar Energy PJSC --
http://www.aabar.com/-- is a United Arab Emirates-based public
joint stock company engaged, together with its subsidiaries, in
investment activities in the fields of commercial and industrial
projects, oil and gas exploration and production, and oil well
drilling.  The Company's operations cover the Middle Eastern,
North African and Southeast Asian markets.  The Company has two
wholly owned subsidiaries: Dalma Energy LLC, a United Arab
Emirates-based company that owns and operates oil well drilling
rigs and equipment, provides related manpower for drilling
operations to the oil and gas industry, and leases drilling rigs
and equipment, and Pearl Energy Limited, which is a Singapore-
based company engaged in the exploration of oil and gas, as well
as in investment activities in Southeast Asian countries.

              About American International Group

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

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

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

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

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

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

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


AMERICAN INT'L: Wants to Renegotiate Terms of Rescue Package
------------------------------------------------------------
American International Group's CEO Edward Liddy said that when the
company makes progress on selling assets and paying down its
government loan, it would seek to renegotiate the terms of its
rescue package, The Wall Street Journal reports, citing Liam
Pleven and Marshall Eckblad report.

WSJ relates that the government lent AIG up to $85 billion at high
interest rates in September and increased it to almost
$123 billion.  The government, says WSJ, then agreed to a
$150 billion new package in November.  The new agreement cut AIG's
interest rate on the loan, according to the report.

AIG wants to cut the 10% dividend on the preferred shares that the
government is getting for the bailout, and to have the government
reduce its 79.9% holding in AIG to encourage private investors to
provide capital to the company, WSJ states, citing Mr. Liddy.  The
report quoted him as saying, "We would very much like the interest
rate on the perpetual preferred [shares] to be lower.  I
personally believe the 79.9% is too high a stake.  It kind of
chokes out any private market" investment.

AIG said in a filing with the Securities and Exchange Commission
that on Nov. 25, 2008, the company entered into a Master
Investment and Credit Agreement with the Federal Reserve Bank of
New York (the NY Fed), Maiden Lane III LLC (ML III), and The Bank
of New York Mellon, to establish financing arrangements, through
ML III, to fund the purchase of multi-sector collateralized debt
obligations (Multi-Sector CDOs) underlying or related to credit
default swaps and similar derivative instruments (CDS) written by
AIG Financial Products Corp. (AIGFP) in connection with the
termination of the CDS.

Pursuant to the Agreement, the NY Fed, as senior lender, has made
available to ML III a term loan facility (the Senior Loan) in an
aggregate amount up to approximately $30.0 billion.  The Senior
Loan bears interest at one-month LIBOR plus 1.00% and has a six-
year expected term, subject to extension by the NY Fed at its sole
discretion.

AIG has contributed $5.0 billion for an equity interest in ML III.
The equity interest will accrue distributions at a rate per annum
equal to one-month LIBOR plus 3.00%.  Accrued but unpaid
distributions on the equity interest will be compounded monthly.
AIG's rights to payment from ML III are fully subordinated and
junior in right of payment to all principal of, and interest on,
the Senior Loan.  The creditors of ML III will not have recourse
to AIG for ML III's obligations, although AIG will be exposed to
losses on the portfolio of Multi-Sector CDOs held by ML III up to
the full amount of AIG's equity interest in ML III.

Upon payment in full of the Senior Loan and AIG's equity interest
in ML III, all remaining amounts received by ML III will be paid
67% to the NY Fed as contingent interest and 33% to AIG as
contingent distributions on its equity interest.

The NY Fed is the controlling party and managing member of ML III
under the transaction documents for so long as the NY Fed is owed
any amounts under the transaction documents, and AIG will not have
any control rights over ML III or under the transaction documents.

AIGFP, ML III, and the NY Fed have entered into agreements with
AIGFP's CDS counterparties to terminate approximately
$53.5 billion notional amount of CDS and purchase the related
Multi-Sector CDOs.  Of these, CDOs with a principal amount of
approximately $46.1 billion settled on Nov. 25, 2008, and a
corresponding notional amount of CDS were terminated.  Settlement
on the remaining $7.4 billion notional amount of CDS is contingent
upon the ability of the related counterparty to obtain the related
Multi-Sector CDOs and thereby settle with ML III and terminate
such CDS with AIGFP.  Pending such settlement, which AIG expects
by year-end, the collateral posting provisions relating to these
CDS have been suspended such that additional collateral will not
be required of AIGFP nor will posted collateral be returned to
AIGFP.  If a given counterparty is ultimately unable to obtain the
related Multi-Sector CDOs, the related CDS will not terminate and
the relevant collateral posting provisions will resume.  In such a
case, AIG will continue to bear market risk and the risk of
adverse changes in collateral posting requirements relating to
these CDS that do not terminate and could incur additional
unrealized market valuation losses.

With respect to the approximately $11.2 billion of exposure to
Multi-Sector CDOs as to which AIGFP, ML III, and the NY Fed have
not executed agreements, AIG and the NY Fed are working to
structure the termination of the related CDS and/or the purchase
by ML III of the related Multi-Sector CDOs.  Unless this exposure
is terminated, AIG will continue to bear market risk and the risk
of adverse changes in collateral posting requirements relating to
these CDS and could incur additional unrealized market valuation
losses with respect to these CDS.

On Nov. 25, 2008, ML III bought approximately $46.1 billion in par
amount of Multi-Sector CDOs through a net payment to CDS
counterparties of approximately $20.1 billion, and AIGFP
terminated the related CDS with the same notional amount.  The
aggregate cost of the purchases and terminations was funded
through approximately $15.1 billion of borrowings under the Senior
Loan, the surrender by AIGFP of approximately
$25.9 billion of collateral previously posted by AIGFP to CDS
counterparties in respect of the terminated CDS and AIG's equity
investment in ML III of $5.0 billion.

AIGFP has entered into a Shortfall Agreement, dated November 25,
2008, with ML III relating to the approximately $53.5 billion of
Multi-Sector CDO exposure covered by agreements with CDS
counterparties under which (i) AIGFP must make a payment to ML III
to the extent the excess of the notional amount of the CDS being
terminated over the market value as of Oct. 31, 2008, of the
related Multi-Sector CDOs is greater than the collateral
previously posted by AIGFP with respect to such CDS, and (ii) ML
III must make a payment to AIGFP to the extent the amount of such
posted collateral exceeds such excess.  AIGFP was not required to
make any payments under the Shortfall Agreement with respect to ML
III's initial purchase of the approximately $46.1 billion of
Multi-Sector CDOs.

                 About American International Group

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

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

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

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

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

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

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


AMERICAN MEDIA: Unit Extends $570MM Notes Offering to Dec. 15
-------------------------------------------------------------
American Media, Inc.'s subsidiary American Media Operations, Inc.,
has extended the expiration date for and amended its cash tender
offers and consent solicitations in respect of an aggregate of
approximately $570 million of its outstanding senior subordinated
notes, consisting of:

   1) $400,000,000 aggregate principal amount of 10-1/4% Series B
      Senior Subordinated Notes due 2009 (CUSIP No. 02744RAH0) and
      $14,544,000 aggregate principal amount of 10-1/4% Series B
      Senior Subordinated Notes due 2009 (CUSIP No. 02744RAM9);
      and

   2) $150,000,000 aggregate principal amount of 8-7/8% Senior
      Subordinated Notes due 2011 (CUSIP No. 02744RAK3) and
      $5,454,000 aggregate principal amount of 8-7/8% Senior
      Subordinated Notes due 2011 (CUSIP No. 02744RAP2).

The Tender Offers and Consent Solicitations, which were originally
scheduled to expire at 11:59 p.m., New York City time, on
Sept. 25, 2008, and were extended until 5:00 p.m., New York City
time, on Nov. 21, 2008, were further extended until 11:59 p.m.,
New York City time, on Dec. 15, 2008, unless further extended.

In addition, AMOI has amended the terms of the Tender Offers and
Consent Solicitations to provide that the Tender Offers and
Consent Solicitations were made to holders of record of Existing
Notes as of 5:00 p.m. on Dec. 9, 2008.  All other terms,
provisions and conditions of the Tender Offers and Consent
Solicitations will remain in full force and effect.

AMI also disclosed that it continues to be in discussions with
lenders holding more than a majority of the borrowings under
AMOI's credit facilities and bondholders holding more than a
majority of each series of Existing Notes and believes substantial
progress continues to be made toward achieving a financial
restructuring and significant delevering of the company.

Eligible holders who wish to receive the total consideration must
validly tender and not validly withdraw their Existing Notes on or
prior to the Expiration Time.  All other holders who wish to
receive the consent payment must validly consent and not validly
revoke their consents on or prior to the Expiration Time.

J.P. Morgan Securities Inc. is acting as the Dealer Manager for
the Tender Offers and Solicitation Agent for the Consent
Solicitations and can be contacted at (212) 357-0775 (collect).
MacKenzie Partners, Inc. is acting as the Information Agent for
the Tender Offers and Consent Solicitations well as Tabulation
Agent for the Consent Solicitations.  Requests for documentation
relating to the Tender Offers and Consent Solicitations may be
directed to the Information Agent at (800) 322-2885 (toll free)
and (212) 929-5500 (collect).

In its original announcement of the Tender Offers and Consent
Solicitations in August 2008, AMOI said it has entered into
agreements with holders of approximately 32.6% of the outstanding
aggregate principal amount of 2009 Notes and approximately 50.8%
of the outstanding aggregate principal amount of 2011 Notes
pursuant to which the holders have agreed to validly tender and
not validly withdraw their Existing Notes and validly deliver and
not validly revoke the corresponding consents with respect to such
series of Existing Notes, subject to the terms and conditions of
the Offer to Purchase and Consent Solicitation Statement and the
agreements with those holders.

                       About American Media

Headquartered in Boca Raton, Florida, American Media, Inc., is a
publisher of celebrity journalism and health and fitness magazines
in the U.S., including Star, Shape, Men's Fitness, Fit Pregnancy,
Natural Health, and The National Enquirer.  In addition to print
properties, AMI owns Distribution Services, Inc., the country's
number one in-store magazine merchandising company.

American Media Operations disclosed in a Securities and Exchange
Commission filing that as of June 30, 2008, it balance sheet
showed $891.6 million in total assets, $1.29 billion in total
liabilities, resulting to $398.7 million in shareholders' deficit.
AMOI posted $388,000 in net profit on $118.8 million in net
revenues for quarter ended June 30, 2008, compared with $123,000
in net losses on $121.1 million in net revenues for quarter ended
June 30, 2007.  As of June 30, 2008, the company had cash and cash
equivalents of $19.6 million, $26.0 million outstanding on its
revolving credit facility, and a working capital deficit of
$467.0 million.


AMERICAN MEDIA: AMOI CFO D. Durbin to Replace J. Miller as COO
--------------------------------------------------------------
American Media, Inc., disclosed that Dean Durbin will become chief
operating officer in addition to being the chief financial officer
of American Media Operations, Inc., its operating subsidiary.
Mr. Durbin is an executive with more than 30 years of financial
and publishing experience.

In a separate regulatory filing with the Securities and Exchange
Commission, the company disclosed that John J. Miller resigned as
president and chief operating officer of American Media
Operations, Inc., effective Oct. 31, 2008.

As AMOI's CFO, Mr. Durbin is responsible for the company's
finances, accounting, financial reporting, information technology
and planning functions.  As COO, he will also be responsible for
the consumer marketing, production operations and building
management departments.

"[Mr. Durbin] has done an outstanding job as our chief financial
officer and I feel he will be an even greater asset to the company
in this expanded role as COO/CFO," David Pecker, AMI's chairman
and CEO, said.

Mr. Durbin spent seven years at Vertis Communications, Inc., a
provider of print advertising, direct marketing solutions, and
related value added services to retail and consumer services
companies, as chief executive officer, a position in which he
managed assets totaling $1.1 billion.  He spent his first four
years at Vertis as senior vice president and chief financial
officer.  Mr. Durbin's experience also includes positions as
senior vice president and chief financial officer at both TC
Advertising and The Thomson Corporation-Professional Publishing
Group.  He began his business career at The McGraw-Hill Companies,
eventually becoming the Vice President, Construction Group
Controller.

                       About American Media

Headquartered in Boca Raton, Florida, American Media, Inc., is a
publisher of celebrity journalism and health and fitness magazines
in the U.S., including Star, Shape, Men's Fitness, Fit Pregnancy,
Natural Health, and The National Enquirer.  In addition to print
properties, AMI owns Distribution Services, Inc., the country's
number one in-store magazine merchandising company.

American Media Operations disclosed in a Securities and Exchange
Commission filing that as of June 30, 2008, it balance sheet
showed $891.6 million in total assets, $1.29 billion in total
liabilities, resulting to $398.7 million in shareholders' deficit.
AMOI posted $388,000 in net profit on $118.8 million in net
revenues for quarter ended June 30, 2008, compared with $123,000
in net losses on $121.1 million in net revenues for quarter ended
June 30, 2007.  As of June 30, 2008, the company had cash and cash
equivalents of $19.6 million, $26.0 million outstanding on its
revolving credit facility, and a working capital deficit of
$467.0 million.


AMERICAN MEDIA: In Talks with Lenders on Notes' Interest Payment
----------------------------------------------------------------
On Nov. 10, 2008, American Media, Inc., disclosed that its
subsidiary American Media Operations, Inc., has determined to
further defer until Dec. 1, its decision whether to make the
interest payment that was due on Nov. 1, 2008, in respect of its
10-1/4% Series B Senior Subordinated Notes due 2009 (CUSIP Nos.
02744RAH0 and 02744RAM9), taking advantage of a 30-day grace
period provided for under the terms of the Notes.  Deferment
beyond the 30-day grace period could result in a default under the
terms of the Notes, well as a default under AMOI's credit
facilities.

David Pecker, the chief executive officer of American Media,
stated, "We are continuing our discussions with lenders holding
more than a majority of the borrowings under our credit facilities
and bondholders holding more than a majority of each series of our
bonds and believe substantial progress has been made.  Therefore,
we are deferring the decision whether to make the interest payment
until Dec. 1, 2008, and expect to launch an amendment to our
senior credit facility by the end of this week as part of this
process.  Our board of directors and our existing equityholders
remain fully supportive of these discussions to achieve a
financial restructuring of American Media and significantly
delever the company."

On Nov. 21, AMOI said that it has extended the expiration date for
and amended its previously announced cash tender offers and
consent solicitations in respect of an aggregate of approximately
$570 million of its outstanding senior subordinated notes,
including the 10 1/4% Series B Senior Subordinated Notes due 2009
(CUSIP No. 02744RAM9).  The Tender Offers and Consent
Solicitations, which were originally scheduled to expire at 11:59
p.m., New York City time, on September 25, 2008, and were
previously extended until 5:00 p.m., New York City time, on
November 21, 2008, are being further extended until 11:59 p.m.,
New York City time, on December 15, 2008.

In its form 10-Q for the quarter ended June 30, 2008, AMOI said
that its revolving credit commitment ($26,000,000 is outstanding)
under a bank credit agreement entered into on January 30, 2006,
matures in January 2012 and the company's term loan ($440,746,000
is outstanding) under the 2006 Credit Agreement matures in January
2013.   The company said that the Revolving Facility and the Term
Facility both will mature on February 1, 2009, if it does not
refinance at least $389.5 million of its outstanding 10.25% Series
B Senior Subordinated Notes due May 1, 2009 on or prior to
February 1, 2009.

                       About American Media

Headquartered in Boca Raton, Florida, American Media, Inc., is a
publisher of celebrity journalism and health and fitness magazines
in the U.S., including Star, Shape, Men's Fitness, Fit Pregnancy,
Natural Health, and The National Enquirer.  In addition to print
properties, AMI owns Distribution Services, Inc., the country's
number one in-store magazine merchandising company.

American Media Operations disclosed in a Securities and Exchange
Commission filing that as of June 30, 2008, it balance sheet
showed $891.6 million in total assets, $1.29 billion in total
liabilities, resulting to $398.7 million in shareholders' deficit.
AMOI posted $388,000 in net profit on $118.8 million in net
revenues for quarter ended June 30, 2008, compared with $123,000
in net losses on $121.1 million in net revenues for quarter ended
June 30, 2007.  As of June 30, 2008, the company had cash and cash
equivalents of $19.6 million, $26.0 million outstanding on its
revolving credit facility, and a working capital deficit of
$467.0 million.


ASPECT SOFTWARE: S&P Junks Corp. Credit & 2nd-Lien Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Westford, Massachussetts-based Aspect Software
Inc. to 'CCC+' from 'B', and its first-lien debt rating to 'B-'
from 'BB-'.  S&P has also revised the recovery rating on that debt
to '2' from '1'.  The '2' recovery rating indicates expectations
of substantial recovery (70%-90%) in the event of a payment
default.  The outlook is developing.

At the same time, the issue-level rating on its secured second-
lien debt has been changed to 'CCC' from 'B-'.  The recovery
rating remains '5', indicating expectations of modest recovery
(10%-30%) in the event of a payment default.

"The rating action is based on Aspect's weakening operating
performance and upcoming covenant tightening," said S&P's credit
analyst Joseph Spence.


ATLANTIS PLASTICS: Panel Insists Sec. 503(b)(9) Claims Be Funded
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Atlantis Plastics, Inc. and affiliated debtors' bankruptcy cases
asks the U.S. Bankruptcy Court for the Northern District of
Georgia to require Atlantis' postpetition lenders to fund all
allowed claims pursuant to Sec. 503(b)(9) of the Bankruptcy Code.

On Sept. 5, 2008, the Court approved the $26.5 million
postpetition financing provided by a consortium of lenders led by
GE Ginancial Services Inc.

As reported in the Troubled Company Reporter on Oct. 9, 2008, the
Court approved the sale of the Debtors' plastics films business to
AEP Industries, Inc. for $87,000,000, and the molded products
business to Custom Plastic Solutions, LLC for $20,700,000.  The
molded products sale closed on Oct. 10, 2008.  The plastic films
sale closed on Oct. 30, 2008.

In connection with the sale of substantially all assets of the
Debtors, the Court also approved the Debtors' wind-down budget and
the establishment of certain reserve accounts, including, among
others a $1,095,000 reserve to fund administrative expenses of the
Debtors' estates, and $4,058,774 reserve for Sec. 503(b)(9) claims
in accordance with the final DIP order.

The Committee relates that the postpetition lenders have asserted
that they have no obligation to fund Sec. 503(b)(9) claims.  The
Committee insists that the obligation of the postpetition lenders
to fund administrative expenses of the Debtors' estates extends to
all administrative expenses, including Sec. 503(b)(9) claims.

The Committee further relates that pursuant to Sec. 503(b)(9) of
the Bankruptcy Code, an entity is entitled to payment of an
administrative expense for "the value of any goods received by the
debtor within 20 days before the date of commencement of the case
. . . in which the goods have been sold to the debtor in the
ordinary course of such debtor's business."

The postpetition lenders have consented to being compelled to fund
the Sec. 503(b)(9) claims if the Court determines that it is
appropriate and necessary as a condition to allowing the
postpetition lenders to gain the benefits of the Chapter 11
process and to preserve the recoveries of the other administrative
claimants.  Thus, the Committee tells the Court, the only issue
before the Court is whether it is appropriate to require the
postpetition lenders to fund the Sec. 503(b)(9) claims, not
whether the Court has the power to do so.

The Committee adds that Paragraph 36(c) of the Final DIP Order
would be meaningless and rendered a nullity if the issue before
the Court was otherwise.  Paragrach 36(c) of the Final DIP Orders
states:

   The estimated Sec. 503(b)(9) amount will, subject to further
   order of this Court, be reserved from the proceeds of any sale
   transaction described in Sec. 5.14 of the Postpetition Credit
   Agreement in a segregated interest-bearing account held by the
   Postpetition Agent, and shall not be distributed to the
   Postpetition Lenders or Prepetition Secured Lenders absent
   further order of this Court.

The Committee further argues that in the event the postpetition
lenders do not satisfy the Sec. 503(b)(9) claims, the likelihood
of administrative insolvency is almost certain.

                       About Atlantis Plastics

Atlanta, Georgia-based Atlantis Plastics, Inc. (OTC: ATPL.PK)
and its affiliated debtors manufactures specialty polyethylene
films and molded and extruded plastic components used in a variety
of industrial and consumer applications.

The company and nine of its debtor-affiliates filed separate
petitions for Chapter 11 relief on Aug. 10, 2008 (Bankr.
N.D. Ga. Lead Case Nos. 08-75473).  David B. Kurzweil, Esq., at
Greenberg Traurig, LLP, represents the Debtors as counsel.  When
the Debtor filed its schedules with the Court, it listed total
assets of $143,427,638 and total debts of $258,455,803.


BARRATT AMERICAN: Loses Funding; May Have to File for Chapter 11
----------------------------------------------------------------
Zack Fox at North County Times reports that Barratt American's
President Michael Pattinson said that the company has lost funding
from its lender and may have to file for Chapter 11.

North County Times didn't identify the lender.

According to North County Times, about 11 Barratt American
projects have succumbed to foreclosures.  Mr. Pattinson, North
County Times relates, said that Fanita Ranch, Barrat American's
large project in Santee, is not in foreclosure.

Banks are unwilling to lend money despite capital infusions from
the federal government, North County Times states, citing
Mr. Pattinson.  The report quoted Mr. Pattison as saying, "Until
the banks do their jobs, the economy is going to deteriorate and
everybody is going to have a miserable Christmas.  We need to get
on regulators and encourage them to get the banks to do their
jobs.  It's the government's money, and they're not lending it."

Barratt American still needs to decide whether it needs to file
for bankruptcy protection and whether it will keep Fanita Ranch,
North County Times states, citing Mr. Pattinson.

Barratt American -- http://www.barrattamerican.com/-- is a large,
private builder based in Carlsbad.  The company had major
developments in Escondido and Leucadia, with some projects
throughout Riverside County.


BCE ACQUISITION: DBRS Puts BB(low) Ratings Under Review
-------------------------------------------------------
On Nov. 26, 2008, Dominion Bond Rating Service placed its ratings
of BCE Acquisition Inc. (BAI), BCE Inc. and Bell Canada, a wholly
owned subsidiary of BCE Inc. (BCE or the Company) Under Review
with Developing Implications.  This action follows BCE's
announcement that based on preliminary indications it is unlikely
that a condition -- specifically, a positive solvency opinion --
that was required upon closing the privatization of BCE on
Dec. 11, 2008, will be met.

DBRS notes that should the privatization not proceed as planned,
DBRS expects to re-evaluate BCE and Bell Canada's credit profiles
and likely move the ratings of these entities to a strong
investment-grade level.

Alternatively, should the privatization proceed as planned, DBRS's
current BB (low) issuer ratings on BAI and Bell Canada would
remain in place.  However, should any element of the privatization
change, DBRS would re-evaluate the appropriateness of these BB
(low) issuer ratings.

DBRS notes that the $52 billion privatization of BCE was
originally announced on June 30, 2007, and led by Ontario
Teachers' Pension Plan Board, Providence Equity Partners Inc. and
Madison Dearborn Partners, LLC. Subsequently, Merrill Lynch took
up an equity commitment as a principal investor.  Collectively, as
part of the agreement, as amended, the sponsors will invest
approximately $7.75 billion in equity (possibly lower due to cash
accumulation at BCE) to fund this privatization, with the
remainder in debt.


BLOUNT INTERNATIONAL: Ariel Investments Holds 10.7% Equity Stake
----------------------------------------------------------------
Ariel Investments, LLC, disclosed in a November 10, 2008
regulatory filing with the Securities and Exchange Commission that
it holds 5,068,740 shares, or roughly 10.7%, of Blount
International, Inc. common stock.

Ariel is an investment adviser based in Chicago, Illinois.

Ariel's adviser clients have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, all securities.  None of Ariel's clients have an economic
interest in more than 5% of the Blount common stock, the filing
said.

Based in Portland, Oregon, Blount International, Inc. [NYSE: BLT]
-- http://www.blount.com-- is a diversified international company
operating in two principal business segments: Outdoor Products and
Industrial and Power Equipment.  The company's Outdoor Products
segment provides  chain, bars and sprockets to the chainsaw
industry, accessories to the lawn care industry and concrete
cutting saws. Blount manufactures its products in the United
States, Canada, China, and Brazil, and sells them in more than 100
countries.

According to a Form 10-Q filing with the Securities and Exchange
Commission, Blount International's balance sheet showed $485.2
million in total assets, $505.3 million in total liabilities,
resulting in stockholders' deficit of $20.0 million and an
accumulated deficit of $586.4 million as of September 30, 2008.
The company said total debt at September 30, 2008, was $332.1
million, compared to $297.0 million at December 31, 2007.  The
increase in debt during 2008 is attributable to borrowings under
the revolving credit facility to fund its acquisition of Carlton
Holdings, Inc., in May.

Blount International said its debt continues to be significant,
and future debt service payments continue to represent substantial
obligations.  The company said the degree of leverage may
adversely affect its operations and could have important adverse
consequences.

Blount said it intends to fund working capital, capital
expenditures and debt service requirements for the next 12 months,
including the August 2009 maturity of the revolving credit
facility, through expected cash flows generated from operations.
The company expects its remaining resources will be sufficient to
cover any additional increases in working capital and capital
expenditures for at least the next 12 months.  There can be no
assurance, however, that these resources will be sufficient to
meet the company's needs.  Blount said it may also consider other
options available in connection with future liquidity needs,
including the potential extension of the revolving credit facility
beyond its maturity date.  However, any extension may result in
amendment fees, higher borrowing costs and other changes in terms
and conditions, particularly in light of recent developments in
the world-wide credit markets.


BLOUNT INTERNATIONAL: Says Sales Increased 35% in Third Quarter
---------------------------------------------------------------
Blount International, Inc., said sales in the third quarter ended
September 30, 2008, were $175.0 million, compared to $129.9
million in 2007, a 35% increase.  This year's third quarter
represents the second consecutive quarter of record sales for the
company's continuing operations.  The majority of the improvement
was generated by increased unit volumes of the company's saw chain
related products.  Additional sales growth was generated by the
inclusion of the Carlton business, which was acquired in May 2008.

The company reported $14.7 million in net income for the third
quarter of 2008, compared with $9.4 million in net income in the
third quarter of 2007.  For the nine months ended September 30,
2008, the company had net income of $31.6 million.

"The Company's excellent third quarter financial results were
reflective of the strong demand for our products in most
geographic markets," said Chairman and Chief Executive Officer
James S. Osterman.  "Sales in international markets were bolstered
by new customer gains, higher selling prices and a favorable
foreign currency environment.  Core domestic sales were up 27%
from last year's third quarter in part due to storm activity along
the U.S. Gulf Coast.  We have increased our financial outlook for
2008 to reflect these solid results, as well as the anticipated
benefit on our costs from a strengthening U.S. dollar.  Fourth
quarter sales are estimated to exceed last year's fourth quarter,
although at a lower growth rate than was experienced in the first
nine months of 2008," Mr. Osterman added.  "The recent turmoil in
the financial markets and the revaluation of the U.S dollar has
created caution on the part of some of our customers, but has not
impacted Blount's ability to execute its business model and
generate free cash flow," he concluded.

Blount International acquired all of the outstanding stock of
Carlton Holdings, Inc. and its subsidiaries on May 2, 2008.
Carlton manufactures cutting chain for chainsaws located near
Portland, Oregon.  Blount paid a total of $66.2 million in cash
for Carlton, including related acquisition costs of $1.5 million,
and also assumed liabilities totaling $21.4 million.  Carlton had
$1.8 million in cash on the date of acquisition, resulting in a
net cash outflow of $64.4 million for the acquisition.  The
acquisition was financed with a combination of cash on hand and
$58.5 million borrowed under Blount's May 15, 2003 revolving
credit facility with General Electric Capital Corporation, as
Agent.

According to a Form 10-Q filing with the Securities and Exchange
Commission, Blount International's balance sheet showed $485.2
million in total assets, $505.3 million in total liabilities,
resulting in stockholders' deficit of $20.0 million and an
accumulated deficit of $586.4 million as of September 30, 2008.
The company said total debt at September 30, 2008, was $332.1
million, compared to $297.0 million at December 31, 2007.  The
increase in debt during 2008 is attributable to borrowings under
the revolving credit facility to fund the Carlton deal.

Blount International said its debt continues to be significant,
and future debt service payments continue to represent substantial
obligations.  The company said the degree of leverage may
adversely affect its operations and could have important adverse
consequences.

Blount said it intends to fund working capital, capital
expenditures and debt service requirements for the next 12 months,
including the August 2009 maturity of the revolving credit
facility, through expected cash flows generated from operations.
The company expects its remaining resources will be sufficient to
cover any additional increases in working capital and capital
expenditures for at least the next 12 months.  There can be no
assurance, however, that these resources will be sufficient to
meet the company's needs.  Blount said it may also consider other
options available in connection with future liquidity needs,
including the potential extension of the revolving credit facility
beyond its maturity date.  However, any extension may result in
amendment fees, higher borrowing costs and other changes in terms
and conditions, particularly in light of recent developments in
the world-wide credit markets.

Blount has increased its full year outlook for sales to between
$610 million and $615 million and operating income to between $86
million and $88 million for fiscal 2008.  The operating income
outlook assumes increased steel costs in the fourth quarter as
compared to this year's third quarter and last year's fourth
quarter.  Blount International said the steel cost increase should
be offset by the impact from a stronger U.S. dollar in relation to
the Canadian and Brazilian currencies, as well as higher average
selling prices.  Included in the full year operating income
estimate is approximately $3 million in non-recurring acquisition-
related charges from the Carlton purchase, of which $2.5 million
was incurred in the first nine months.  Cash flow available for
debt repayment is estimated to be between $33 million and $37
million in 2008, excluding the funds used to acquire Carlton.  The
effective income tax rate on continuing operations for 2008 is
estimated to be approximately 36%.

Additionally, Blount Europe S.A., a subsidiary of Blount Inc., has
entered into contracts to lease new office and warehouse space and
will relocate its administrative offices and distribution center
to the new locations in the first half of 2009.  The new European
office will be located in Mont-Saint-Guibert, Belgium, and the new
European distribution center will be in Courcelles, Belgium.
Blount Europe has also entered into a contract to sell its current
facility in Nivelles, Belgium, subject to satisfactory completion
of various contingent items.  The leases for the two new
facilities require aggregate annual payments of $1.1 million and
have lease terms of 15 years.

A full-text copy of Blount International's Form 10-Q filing for
the period ended September 30, 2008, is available at no charge at:

              http://ResearchArchives.com/t/s?3598

Based in Portland, Oregon, Blount International, Inc. [NYSE: BLT]
-- http://www.blount.com-- is a diversified international company
operating in two principal business segments: Outdoor Products and
Industrial and Power Equipment.  The company's Outdoor Products
segment provides  chain, bars and sprockets to the chainsaw
industry, accessories to the lawn care industry and concrete
cutting saws. Blount manufactures its products in the United
States, Canada, China, and Brazil, and sells them in more than 100
countries.


BLOUNT INTERNATIONAL: Timing of Payment of CEO's Bonus Changed
--------------------------------------------------------------
The Compensation Committee of the Board of Directors of Blount
International, Inc., approved on November 10, 2008, Amendment
No. 1 to the Amended and Restated Employment Agreement, dated as
of October 17, 2007, with James S. Osterman as Chairman of the
Board and Chief Executive Officer of Blount.

The terms of the Amendment provide that Mr. Osterman will be paid
his previously agreed to guaranteed minimum annual bonus of
$750,000 in quarterly installments of $187,500 for fiscal years
2008 and 2009 within 15 days after the end of each quarter, rather
than being paid in one lump sum at the same time as bonuses are
paid to other senior executives -- as was previously provided for
under the Agreement.  Mr. Osterman was to be paid his minimum
annual bonus for the first three quarters of 2008 of $562,500 on
or before November 14, 2008.  In the event Mr. Osterman earns a
bonus in excess of the guaranteed minimum annual bonus, any excess
amount will be paid to him at the same time incentive bonuses are
paid to other senior executives after the close of a fiscal year.
As previously provided under the Agreement, Mr. Osterman will have
the option to defer all or a portion of his minimum annual bonus
pursuant to any deferral plan established by Blount.

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

              http://ResearchArchives.com/t/s?3599

Based in Portland, Oregon, Blount International, Inc. [NYSE: BLT]
-- http://www.blount.com-- is a diversified international company
operating in two principal business segments: Outdoor Products and
Industrial and Power Equipment.  The company's Outdoor Products
segment provides  chain, bars and sprockets to the chainsaw
industry, accessories to the lawn care industry and concrete
cutting saws. Blount manufactures its products in the United
States, Canada, China, and Brazil, and sells them in more than 100
countries.

According to a Form 10-Q filing with the Securities and Exchange
Commission, Blount International's balance sheet showed $485.2
million in total assets, $505.3 million in total liabilities,
resulting in stockholders' deficit of $20.0 million and an
accumulated deficit of $586.4 million as of September 30, 2008.
The company said total debt at September 30, 2008, was $332.1
million, compared to $297.0 million at December 31, 2007.  The
increase in debt during 2008 is attributable to borrowings under
the revolving credit facility to fund its acquisition of Carlton
Holdings, Inc., in May.

Blount International said its debt continues to be significant,
and future debt service payments continue to represent substantial
obligations.  The company said the degree of leverage may
adversely affect its operations and could have important adverse
consequences.

Blount said it intends to fund working capital, capital
expenditures and debt service requirements for the next 12 months,
including the August 2009 maturity of the revolving credit
facility, through expected cash flows generated from operations.
The company expects its remaining resources will be sufficient to
cover any additional increases in working capital and capital
expenditures for at least the next 12 months.  There can be no
assurance, however, that these resources will be sufficient to
meet the company's needs.  Blount said it may also consider other
options available in connection with future liquidity needs,
including the potential extension of the revolving credit facility
beyond its maturity date.  However, any extension may result in
amendment fees, higher borrowing costs and other changes in terms
and conditions, particularly in light of recent developments in
the world-wide credit markets.


BOSCOV'S INC: HSBC Appeal Over Credit Card Deal Junked
------------------------------------------------------
Bankruptcy Law360 reports that the U.S. District Court for the
District of Delaware has affirmed the U.S. Bankruptcy Court's
ruling rejecting HSBC Bank Nevada, N.A.'s objection to a deal
involving Boscov's Inc.'s store credit card program.  Bankruptcy
Law360 says the District Court decision opens the way for the sale
of Boscov's.

BOSCOV'S BANKRUPTCY NEWS reported that HSBC Bank Nevada, N.A.,
objected to the proposed sale of the Debtors' assets, citing a
newly added provision under the asset purchase agreement, which
appears to improperly limit HSBC's ability to be made whole for
certain pre-closing obligations under its financing agreement with
the Debtors that should travel with an assignment of the entire
agreement.  HSBC argued that the provision may be read to
exculpate the new purchaser, BLF Acquisition, Inc., from any
obligation to HSBC for otherwise permissible chargebacks.  HSBC
argued that if BLF Acquisition is permitted to assume the
Financing Agreement free and clear of any pre-Closing chargeback
or other recoupment rights of HSBC, the Debtors must demonstrate
at the sale hearing that they will have the wherewithal to satisfy
HSBC's administrative claim that will not be assumed.  Otherwise,
HSBC would be improperly burdened with the risk of an
administrative insolvency.

Judge Kevin Gross, however, rejected HSBC's arguments.  According
to BOSCOV'S BANKRUPTCY NEWS, in approving the sale of Boscov's
assets, Judge Gross held that the sale order provides that on and
after the Closing Date, the Purchaser will not use the Bank
Licensed Marks granted to the Debtors under the Credit Card
Program Agreement with HSBC, without further agreement between
HSBC and the Purchaser.

BOSCOV'S BANKRUPTCY NEWS also relates that Judge Gross denied
HSBC's request for a stay pending an appeal under Rule 8005 of the
Federal Rules of Bankruptcy Procedure, and its request for an
order certifying an appeal directly to the Third Circuit Court of
Appeals.  According to Judge Gross, it is clear that HSBC is in
reality seeking to renegotiate the terms of the Agreement and is
using the objection and the appeal as leverage.

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

Judge Gross, who has been informed about HSBC's intention to
appeal, said in a memorandum of opinion that he "does not believe
that HSBC is likely to succeed on the merits of its appeal."

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

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

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

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

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


CANWEST MEDIA: DBRS Downgrades Issuer Rating to B(high)
-------------------------------------------------------
Dominion Bond Rating Service has taken various rating actions on
the Issuer Rating and debt instrument ratings of Canwest Media
Inc.  DBRS has also assigned a rating to the Company's secured
bank debt, and assigned recovery ratings to each of the Company's
two classes of debt instruments.  At the same time, DBRS has
assigned new ratings to Canwest Limited Partnership (Canwest LP),
a wholly owned subsidiary of Canwest Media Inc.

Specifically, DBRS downgraded Canwest Media's Issuer Rating two
notches, to B (high) from BB. DBRS has assigned a rating of BB
(high) to Canwest Media's Secured Bank Debt and assigned a
recovery rating of RR1 (90%-100%), indicating Outstanding recovery
prospects. DBRS has also downgraded the Company's Senior
Subordinated Notes one notch to B from B (high) and assigned a
recovery rating of RR5 (10%-30%), indicating Below Average
recovery prospects. The trend on the Issuer Rating and instrument
ratings is now Negative.  (It was Stable prior to being placed
Under Review - Negative).  These rating actions resolve the Under
Review with Negative Implications where the ratings were placed on
October 31, 2008. (Please see separate press release, dated
October 31, 2008).

The downgrade of the Issuer Rating reflects ongoing pressure on
the Company's underlying business, including the structural
challenges impacting conventional television, coupled with
cyclical pressures impacting the Canadian advertising market.
This, when combined with Canwest Media's high debt levels, has
resulted in reduced financial flexibility and liquidity
constraints.

Additionally, as a holding company, Canwest Media is dependent on
the remitted cash flows of its subsidiary operations.  As a
result, the downgrade also reflects the DBRS view that ongoing
deterioration of the advertising market will also pressure cash
flow at the Company's primary subsidiaries (Canwest LP and TEN
Network Holdings).  This is expected to result in a decrease in
cash flow remissions to the Company, which could put Canwest Media
into a negative free cash flow position by the end of fiscal 2009.
Canwest Media's credit metrics on a remitted basis have
deteriorated in fiscal 2008 as a result of (1) a nearly 30%
decline in EBITDA at the Company's core Canadian television
operations and (2) lower distributions from Canwest LP following
its privatization and refinancing in fiscal 2007.

Despite this, the Company generated sufficient cash from both
internal operations and from remitted cash flows to remain
internally funded during fiscal 2008.  However, looking forward to
fiscal 2009, DBRS expects a weak advertising market to have an
adverse impact on both internally generated cash flow (though
Canadian television) and remitted cash flows from its wholly owned
subsidiary operations (Canwest LP and TEN Network), both of which
are also heavily dependent on advertising revenue.  This is
expected to put further adverse pressure on the Company's already
weak financial risk profile.

DBRS rating actions also consider Canwest Media's recently
announced cost savings initiatives (estimated to yield savings of
$47 million in fiscal 2009, or just over $60 million annually on a
consolidated basis).  While these cost saving measures are
necessary to address the cyclical and structural challenges facing
conventional television and the cyclicality of the Company's
newspaper operations, given the degree of operating leverage that
exists in the Company's cost structure, DBRS expects revenue
pressures will be a more significant driver of EBITDA and remitted
cash flow declines through fiscal 2009.

When considering the Company's recently amended debt covenants,
DBRS notes these changes take effect at various dates through
fiscal 2009.  Specifically, the Canwest Media's total leverage
covenant provides additional headroom each quarter until fiscal
year end 2009 (when it reaches 6.75 times from 5.00 times at the
end of fiscal 2008), while the Company's interest covenant steps
down each quarter to 1.50 times at May 31, 2009 (from 2.00 times
at the end of fiscal 2008).  However, should economic conditions
and the advertising market remain challenging and weaken more than
anticipated, the Company's covenant cushion could erode faster
than its headroom increases throughout fiscal 2009.

DBRS has also assigned an Issuer Rating of BB (low) to Canwest
Limited Partnership (Canwest LP), a wholly owned subsidiary of
Canwest Media, and assigned various instrument and recovery
ratings to Canwest LP's Secured Bank Debt of BB (high)/RR2 and its
Senior Subordinated Notes of B/RR6.

Canwest LP's Issuer Rating reflects (1) Canwest LP's strong
portfolio of traditional newspapers and digital content; (2) its
high dependence on advertising in a business that is experiencing
persistent circulation erosion; (3) above-average EBITDA margins
of roughly 25%, which allows for high pre-distribution cash flow
conversion rates given Canwest LP's limited near-term capital
requirements; (4) high leverage, as evidenced by total debt-to-
EBITDA in excess of 4.6 times and interest coverage of less than
3.0 times; and (5) support of debt residing at the Company's
highly leveraged parent, Canwest Media.


CHRYSLER LLC: Canada's EDC Halts Support for Tier 1 Pacts
---------------------------------------------------------
Canadian export credit agency Export Development Canada, which
provides financing, insurance and bonding solutions to Canadian
companies exporting goods and services, or investing in other
countries, will no longer insure new contracts of Tier 1
suppliers who work with Chrysler, reports The Windsor Star.

EDC, however, will continue to insure the $33 million worth of
contracts Canadian companies have with Chrysler, the newspaper
said.

According to Dan Moynahan of Canadian Association of Moldmakers,
dozens of machine, tool, die and mould companies and their 5,000
employees could be at risk if they take on contracts from
Chrysler, GM and Ford.  The report said EDC also insures $230
million worth of Canadian companies' contracts with General
Motors Corporation and Ford Motors Co.

"I've heard they're monitoring Ford and GM on a daily basis,"
Mr. Moynahan told The Windsor Star.  According to Mayor Gary
McNamara, of Tecumsech, Canada, part of the problem is that
Ontario law does not protect mould-makers doing business with
automakers through a third party such as a Tier 1 supplier.

Mr. Moynahan warned that if governments don't guarantee the
capital the industry needs and a cascading bankruptcy stars with
one of the Detroit automakers going under, Canada's entire
Machine, Tool, Die, and Mold sector will be put at risk, the
report said.  Windsor City suburb, in Ontario, Canada, reportedly
derives 25% of its annual $43 million tax collections from the
tooling and mould-making industries.

The "Big Three" U.S. auto makers, Chrysler, GM and Ford, were
former customers of Plastech Engineered Products, Inc. prior to
Plastech's bankruptcy petition.  In the course of its bankruptcy
proceedings, Plastech eventually winded down operations at its
Canadian subsidiary, LDM Technologies Co. sometime May 2008.

                       About Chrysler LLC

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

                          *     *     *

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

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


CHRYSLER LLC: DBRS Downgrades Issuer Rating to CC
-------------------------------------------------
On Nov. 20, 2008, Dominion Bond Rating Service downgraded the
ratings of Chrysler LLC, including Chrysler's Issuer Rating to CC
from CCC (high).  Chrysler's First Lien Secured Credit Facility
and Second Lien Secured Credit Facility have also been downgraded
to CCC and CC (low) respectively.  All trends are Negative.  The
ratings action reflects Chrysler's challenge to maintain
sufficient liquidity balances amid severe industry conditions that
have deteriorated alarmingly over the past few months and are not
expected to improve in the near term.  With this ratings action,
Chrysler is removed from Under Review with Negative Implications,
where it was placed on Nov. 7, 2008.

In association with ongoing hearings with the U.S. government
regarding the provision of financial support to the automotive
industry, the company disclosed that its rate of cash burn had
recently increased to an alarming level. For the three months
ending Sept. 30, 2008, the company used $3 billion in cash.
Chrysler also indicated during a hearing for financial assistance
from the U.S. Government that it needs between $5 billion and
$7 billion in cash through 2009.  Given that the company ended the
third quarter with approximately $6.1 billion in cash and
marketable securities, it was conceded that Chrysler is in danger
in the near term of reaching its minimum safe level of operating
cash; a similar disclosure was made earlier this month by General
Motors Corporation (GM) when it released its third quarter
results.

Chrysler faces several obstacles that have hindered it, along with
its Detroit 3 peers.  Product offerings are relatively over-
weighted to pick-up trucks and SUVs, which have fallen into
disfavour in the United States due to higher gasoline prices.
This shift in vehicle segmentation toward smaller vehicles
accelerated sharply as fuel prices peaked earlier this year
(despite the significant moderation in fuel prices the past two
months, this trend has not significantly reversed.)  Additionally,
U.S. industry volumes are falling precipitously as economic
concerns in the United States have proliferated into a global
crisis, triggering a sharp reduction in access to credit and much
lower consumer confidence. Vehicle sales in September were a
seasonally adjusted annual rate (SAAR) of 12.8 million units.
This was followed by a further calamitous drop to a SAAR of
10.9 million units in October, which represented the lowest
monthly total in 25 years.  Chrysler's total vehicle sales in
October were down 35% year-over-year.  Chrysler Financial's
restricted access to capital to support Chrysler sales is another
grave concern that contributed to the very low October sales
totals; this further complicates a sales turnaround going forward.
The sales declines and associated rate of cash burn, together with
significantly restricted access to credit or external sources of
capital have raised alarms regarding the ultimate viability of the
Detroit 3.

The ratings remain on Negative trend, reflecting the minimal
liquidity cushion and the very weak industry conditions that are
expected to prevail through the end of 2009.  DBRS will continue
to monitor Chrysler's progress in raising additional liquidity,
including the eventual outcome(s) of the dialogue Chrysler and its
automotive peers are having with various governments, most notably
in the United States, as the automotive industry seeks assistance
as it undergoes the current turbulent market conditions worldwide.


CHRYSLER LLC: Submits Turnaround Plan to Congress; Seeks $7BB
-------------------------------------------------------------
John D. Stoll and Matthew Dolan at The Wall Street Journal report
that General Motors Corp., Chrysler LLC, and Ford Motor Co.
presented their turnaround plans to the Congress on Tuesday, with
Chrysler seeking a $7 billion government loan.

According to WSJ, Chrysler needs to secure the loan by Dec. 31.
WSJ states that Chrysler said on Tuesday that its cash may not be
enough for the company to operate in the first quarter of 2009.
WSJ relates that Chrysler is seeking $7 billion from the
government by Dec. 31.  Chrysler, according to the report, said
that CEO Robert Nardelli gets a $1 a year salary and receives no
health care or other benefits.

            GM Seeks $18BB in Government Loans

GM, according to WSJ, is requesting for $18 billion in government
loans.

WSJ relates that GM's Plan indicated that the company is in a more
dire situation than previously thought.  The loans the company
requested is about $6 billion more than it was requesting in
November.  As reported in the Troubled Company Reporter on Nov.
19, 2008, GM CEO Rick Wagoner said that the company wanted $10
billion to $12 billion of the requested $25 billion in emergency
funding from the government.

According to WSJ, GM said that it needs an immediate injection of
$4 billion to stay afloat until year-end.

WSJ reports that GM President Frederick Henderson said in a
conference call on Tuesday that GM could give taxpayers:

        -- warrants for company stock,

        -- a senior position in the company's lineup of
           creditors, and

        -- a promise to pay the money back sometime around 2012.

GM's North American operations could break even by 2012, WSJ
states, citing Mr. Henderson.

To try to reduce its debt load by $30 billion, or about 50%, GM
will start negotiating with bondholders this week to swap debt for
equity, and ask the United Auto Workers to allow the company to
make changes on its obligations to a union health-care trust set
to begin paying benefits to retirees in 2010, WSJ relates.

Mr. Henderson, according to WSJ, said that the attempt to
restructure the balance sheet is essentially an out-of-court
bankruptcy reorganization.

WSJ reports that GM also told the Congress that it is considering:

        -- the sale of its Saab division, or
        -- the sale or consolidation of its Saturn brand and
           reduction of its vehicle line up to 40 models from 60.

GM will continue cuts in workforce and structural costs and hire
lower-cost workers, WSJ says.

              Ford Motor Needs Gov't Loan as Fallback

Ford Motor is asking for a $9-billion line of credit from the
government, WSJ reports.  According to WSJ, Ford Motor said in its
33-page turnaround plan submitted to the Congress that it doesn't
need federal funds immediately.  Ford Motor explained that it
needs the $9 billion line of credit to be available in case the
recession would be longer and deeper than expected, WSJ states.

WSJ says that Ford Motor is in better shape than GM, mainly
because Ford Motor mortgaged almost all of its assets in 2006,
which raised $18 billion long before credit markets tightened.

WSJ relates that Ford Motor estimated that it will return to
profitability by 2011.  Ford Motor, according to the report, said
that it would accelerate the development of new hybrid and
battery-powered vehicles, reduce dealers selling its vehicles, and
retool plants to make small cars in the U.S. that it can sell for
a profit.

Ford Motor CEO Alan Mulally, says WSJ, suggested that the UAW
union may also have to make concessions to help the companies
recover and convinced Congress to approve aid.  Mr. Mulally said
that all the elements of the current UAW labor contract should be
re-evaluated to keep the auto industry competitive, the report
states.

                      Decline in Sales

Mike Barris at WSJ relates that U.S. auto makers continued to
report sharp sales declines in November 2008.  As reported in the
TCR on Dec. 1, 2008, an expected decline in auto sales for
November could help GM, Ford Motor, and Chrysler make their case
before the Congress for a government bailout.  Big declines for
stronger rivals like BMW, Toyota Motor Corp., and Honda Motor Co.
would support GM, Ford Motor, and Chrysler's argument that the
financial crisis is a major cause of trouble across the auto
industry.

Citing GM North American Sales Chief Mark LaNeve, WSJ reports that
the auto industry sold 34%, or 400,000, fewer vehicles in November
2008, compared to 2007, equivalent to "the annual volume of two
full production plants that have simply evaporated in a single
month.  The global economic crisis and credit freeze have had a
very negative impact on the vehicle market which runs on consumer
confidence and available financing."

According to WSJ, GM car sales dropped 44% and light trucks
declined 39%.  WSJ says that GM's light-vehicle sales totaled
153,404, down from 261,273.  The company also lowered its fourth-
quarter production forecast, WSJ states.  The report says that GM
expects fourth-quarter North American production of 835,000
vehicles, down from its previous estimate of 875,000.  GM,
according to the report, also expects 600,000 vehicles to be made
in North America during the first quarter 2008, down compared to
885,000 in 2007, when production of about 100,000 vehicles were
lost from the American Axle strike.

Ford Motor's sales decreased 31% and Chrysler's sales declined
47%, WSJ relates.

             Bankruptcy Still Not Good Option

Citing House Speaker Nancy Pelosi, WSJ states that filing for
bankruptcy isn't a good option for the troubled automakers, partly
due to the length of time a restructuring would take.  GM
President Frederick Henderson reiterated to the press in a
conference call that the company isn't considering bankruptcy as
an option and that it is focusing on securing help from the
government, WSJ says.

People familiar with the situation said that UAW top leaders are
telling some of the union's officials that GM may have to file for
Chapter 11 protection before Christmas if the company fails to
secure government funding in the coming days, WSJ relates.  UAW,
says the report scheduled an emergency meeting on Dec. 3 to
discuss what role the union should play in helping GM, Ford Motor,
and Chrysler become more viable companies.

GM remains firm on its decision on not filing for Chapter 11 and
isn't expected to change its mind, says WSJ.  "We do not believe
that a Chapter 11 filing is a viable option, nor does it answer
the current liquidity issues, which have been brought on by the
collapse of the financial markets and consumer confidence issues,"
the report quoted GM spokesperson Tony Cervone as saying.

American Bankruptcy Institute relates that Prof. Elizabeth Warren,
the head of a new congressional panel set up to monitor the
federal bailout, says that the government still does not seem to
have a coherent strategy for easing the financial crisis, despite
the billions it has already spent in that effort.

                       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: Gets Nod to Pay Prepetition Sales & Use Taxes
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized Circuit City Stores, Inc., to pay pre-bankruptcy
prepetition sales, use, and other similar "trust fund" taxes to
taxing or other appropriate authorities up to $22 million, in the
ordinary course of their businesses, including, but not limited
to, the payment of taxes relating to tax audits that have been
completed, are in progress, or which may commence in the ordinary
course of business for prepetition periods.

The Debtors, in the ordinary course of their businesses, incur
various taxes, including state and local sales and use tax
liabilities.

In seeking the Bankruptcy Court's approval for the payments, the
Debtors said that while, for the most part, they were current on
their tax obligations, they may be liable for approximately
$21.2 million, which primarily represents taxes collected on sales
made in September and October 2008.

                 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 Pre-Bankruptcy Shipping Charges
-------------------------------------------------------------
Circuit City Stores, Inc., and its affiliates seek approval from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
pay $10,000,000 shippers and CTSI for pre-bankruptcy charges in
connection with the shipment of merchandise sold in their stores.

The Bankruptcy Court has granted interim approval to the Debtors'
proposal.  The order will be deemed final absent objections, which
are due December 5, 2008.

In the normal course of their businesses, the Debtors incur
certain fees and charges to (i) third party shippers, haulers,
common carriers and other transporters to ship, transport, store
and deliver goods through the Debtors' established distribution
networks, and (ii) CTSI, a company employed by the Debtors for
auditing and payment services in connection with the Shipping
Charges.

The Debtors rely extensively on the Carriers to distribute and
transport merchandise from vendors to the Debtors' distribution
centers, stores, repair centers, home delivery locations, and
product return centers, says the Debtors' proposed counsel, Gregg
M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
in Wilmington, Delaware.  During the 2008 fiscal year, the
Debtors' Shipping Charges were approximately $122,000,000.

Any delays in payment of Shipping Charges with respect to goods
in the Carriers' possession will likely result in the assertion
of possessory liens, Mr. Galardi contends.  Thus, the Debtors
will have no alternative but to pay the Shipping Charges in full
in any event to effect the release of any liens securing payment
of the charges.

                 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: Wants to Pay $6.5-Mil. Owed to Contractors
--------------------------------------------------------
Circuit City Stores, Inc., and its affiliates seek permission from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
pay, using funds from the bankruptcy estates, $6.5 million for
pre-bankruptcy services rendered by contractors.

The Debtors' stores, service centers, distribution centers and
other facilities require significant ongoing construction, repair
and maintenance work.  The Debtors have employed numerous third-
party project managers, contractors and maintenance companies, who
have agreed to render services or supply materials to the Debtors
pursuant to contract or agreements.

The U.S. Bankruptcy Code allows the Debtors to delay payment of
prepetition claims under confirmation of their Chapter 11 plan.
However, the Debtors' counsel, Gregg M. Galardi, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, in Wilmington, Delaware, said
that, absent immediate payment, the contractors may refuse to
perform their ongoing obligations to the Debtors resulting to
adverse impact on the Debtors' retail operations, and hampering
the reorganization efforts.  The Debtors also acknowledge that
failure to pay the amounts owed by the Debtors could give rise to
mechanics', artisans', repairmen's, or other liens or interests in
property.

Accordingly, the Court granted the proposal on an interim basis.
The Final hearing on the matter has been set for December 5, 2008,
at 10:00 a.m.

                 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: Wants Schedules Filing Deadline Extended to Dec. 30
-----------------------------------------------------------------
Circuit City Stores, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to extend
their deadline to file their schedules of assets and liabilities
until December 30, 2008.

Under Rule 1007 of the Federal Rules of Bankruptcy Procedure, a
debtor ordinarily would be required to file its schedules of
assets and liabilities, statement of financial affairs, and list
of equity security holders no later than 15 days after the
petition date.  The Debtors' current deadline to file their
Schedules and Statements is November 25, 2008.

"Given the substantial burdens already imposed on the Debtors'
management by the commencement of these chapter 11 cases, the
limited number of employees available to collect the information,
the competing demands upon [those] employees, and the time and
attention the Debtors must devote to the restructuring process
the Debtors submit that 'cause' exists to extend the Schedules
Deadline by 35 days, through and including December 30, 2008.
The requested extension and waiver will enhance the accuracy of
the Debtors' Schedules, SOFAs and Equity List and avoid the
necessity of substantial subsequent amendments," Douglas M.
Foley, Esq., at McGuireWoods LLP, in Richmond, Virginia, 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).


CITIGROUP INC: Auctions Off NikkoCiti Trust, WSJ Says
-----------------------------------------------------
Citigroup Inc. is selling another Japanese unit, NikkoCiti Trust &
Banking Corp., The Wall Street Journal reports citing sources
familiar with the matter.

According to WSJ, Japan's large trust banks, such as Mitsubishi
UFJ Trust & Banking Corp. and Sumitomo Trust & Banking Co., are
expected to be among the bidders for NikkoCiti Trust.

The U.S. firm has been shedding assets and cutting workforce to
stabilize its finances.

WSJ recalls Citigroup already closed its Japanese consumer-lending
business and sold its investment firm, called Nikko Antfactory KK,
to Japanese bank Norinchukin and trading house
Mitsubishi Corp.

Just recently, Citigroup obtained a US$306 billion lifeline from
the U.S. Government.

Headquartered in Tokyo, Japan, NikkoCiti Trust and Banking
Corporation -- http://www.nikkocititrust.com/index...-- is a
trust bank mainly engaged in the investment trust business.  The
Bank has two business segments.  The Trustee for Investment Trust
segment is engaged in the delivery and settlement of securities,
the processing of corporate action entitlements and custody, as
well as the calculation of the fund net assets value and unit
price, in accordance with the instructions of the investment trust
management companies.  The Investment Trust Operational
Outsourcing segment is engaged in the provision of calculation
agency services on behalf of the investment trust management
companies, which provide the calculation of daily net assets value
and unit price of investment trust funds, as well as the
reconciliation of calculation with trustees.

                          About Citigroup

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

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


CITIGROUP INC: Unit Agrees to Buy Sacyr's Itinere for EUR7.9 Bil.
-----------------------------------------------------------------
Citigroup Inc.'s Citi Infrastructure Partners has reached an
agreement with the Sacyr Vallehermoso Group for the sale of
SyV's subsidiary Itinere Infraestructuras for EUR7,887 million.
Of the total consideration, EUR2,874 million is for Itinere's
equity and EUR5,013 million for the net debt assumed.

According to SyV, the transaction will reduce the Group's total
debt by 37% from EUR19,726 million as of January 1, 2008, to
EUR12,476 million.

The Wall Street Journal relates SyV's market value has tumbled
more than 72% over the past year on worries about its capacity to
service debt, making it one of the worst performers in Spain's key
IBEX-35 index.

The sale, the Journal says, comes after SyV was forced to suspend
an offering of Itinere shares earlier this year after lack of
interest from institutional investors.

Subject to a suspensive clause requiring the approval of the
transaction by the relevant competition authorities and financial
entities, Citi will launch a takeover bid for 100% of Itinere's
capital at EUR3.96 per share.

During the transaction, SyV will first transfer 42.83% of its
Itinere shares.  Once the offer has been materialised, SyV will
hand over 11.58% of Itinere's share capital at the previously
mentioned price per share (EUR3.96 per share).

In addition, SyV will acquire from Citi an important group of
concession assets in the ramp-up and construction phases that have
the relevant capacity to create value in the future for a total
net amount of EUR450 million.

In addition, 8.34% of shares that SyV holds in Itinere will be
handed over to BBK and Caja Vital in exchange for the exit put
that these hold.  Kutxa has already exercised it put option.

The perfection and execution of the transaction will have to occur
in 30 days, regardless of the negotiations that the parties could
carry out in connection with actions and commitments made to close
the operation.

After the transaction, the assets that will form part of SyV's new
infrastructure concession division are:

  -- R3, R5 (25%) and R4 radial motorways (35%) in Spain
  -- AP-36 (40%) and Guadalmedina (80%) motorways in Spain
  -- Barbanza (80%), Viastur (70%), Turia (89%), Eresma (73%),
     Arlanzon (95%) , Pamasa (35%) and Aunor (100%) motorways in
     Spain
  -- Vallenar-Caldera motorway (100%) in Chile
  -- Del Sol and Del Valle (35%) motorways in Costa Rica
  -- N-6 and M-50 (45%) motorways in Ireland
  -- IP-4 motorway Tunnel do Marao (55%) in Portugal
  -- Parla (100%), Coslada (100%) and Majadahonda (20%) hospitals
     in Spain
  -- Murcia Airport (60%) in Spain
  -- Sevilla underground (31%) in Spain
  -- Moncloa (87%) and Plaza Eliptica (93%) transport hubs in
     Spain
  -- Neopistas (100%) in Spain

Mediobanca (Spain) has acted as SyV's exclusive financial advisor
during this business operation.

                    About Sacyr Vallehermoso

Headquartered in Madrid, Spain, Sacyr Vallehermoso SA (MCE:SYV) --
http://www.gruposyv.com/-- is the parent of Sacyr Vallehermoso
Group.  Through its subsidiaries, it operates five business areas:
Construction, Management of Transport Infrastructure Concessions,
Property Development, Rental Property and Services.  In the
Construction area, SyV is active in various construction projects
in Spain, Chile, Portugal and Italy.  The Company's Management of
Transport Infrastructure Concessions division operates mainly
through Itinere Infraestructuras, which is present in such
countries as Spain, Portugal, Ireland, Bulgaria and Chile.  The
Property Development division is active mainly in mainland Spain
and on the Spanish islands.  The Rental Property segment manages
offices and shopping centers in Madrid, Barcelona, Paris and
Miami, among others.  The Services division is mainly engaged in
water management, operation of cogeneration plants, facilities
management, motorway maintenance and healthcare services.

                         About Citigroup

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

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


CONSTAR INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'SD'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Constar International Inc. to 'SD' from 'CCC+'.  At the
same time, Standard & Poor's lowered its rating on the company's
$220 million senior secured notes to 'CC' from 'CCC+' and its
rating on the $175 million senior subordinated notes to 'D' from
'CCC-'.

The downgrade follows the company's recent 8-K filing and its
decision to not make the Dec. 1, 2008, interest payment of
approximately $9.6 million due on its 11% senior subordinated
notes due 2012.  Under the terms of the indenture governing the
subordinated notes, Constar has a 30-day grace period to make the
interest payment.  However, Constar has not yet determined whether
it will make the interest payment during the grace period, and is
engaged in preliminary discussions with subordinated noteholders
regarding a potential debt-for-equity exchange.  While S&P does
not know the status or the details of these discussions, S&P would
view any exchange in which current noteholders are not repaid in
full as tantamount to a default.

If Constar does not make the interest payment within the grace
period, the subordinated noteholders could accelerate the maturity
on the subordinated notes, which would trigger a cross-default
under Constar's senior secured floating-rate notes due 2012.  If
this occurs, Constar would have to file for protection under
federal bankruptcy laws.

On Nov. 26, 2008, Constar entered into a forbearance agreement
under its credit agreement, with its administrative agent,
issuers, and lenders.  The credit facility is unrated.  Under the
forbearance agreement, the administrative agent, lenders, and
issuers will forbear from exercising any remedies under the credit
agreement until Dec. 31, 2008, or upon earlier bankruptcy filing.

Constar manufactures blow-molded containers, mainly PET containers
for carbonated beverages and water.  The company operates in the
fragmented and highly competitive rigid plastic packaging
industry.  Its operating margins have been lower than those of its
rated peers because of a product mix that emphasizes high-volume,
commodity-type carbonated beverage containers.  In addition, it
was unable to pass through steep plastic resin cost increases on a
timely basis.


COOKSON'S TRANSMISSION: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Cookson's Transmission City, Inc.
        723 E. Hwy 67
        Duncanville, TX 75137

Case No.: 08-36190

Petition Date: December 1, 2008

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

Judge: Barbara J. Houser

Debtor's Counsel: Robert M. Nicoud, Jr., Esq.
                  Olson, Nicoud & Gueck, LLP
                  1201 Main St., Ste. 2470
                  Dallas, TX 75202
                  Tel: 214-979-7300
                  Fax: 214-979-7301
                  Email: rmnicoud@dallas-law.com

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

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

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


COPIA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------
Debtor: Copia
        The American Center for Wine, Food and the Arts
        500 First Street
        Napa, CA 94559

Bankruptcy Case No.: 08-12576

Type of Business: Founded by Robert Mondavi, Julia Child and other
                  luminaries of American wine and food, COPIA is
                  a national organization dedicated to consumer
                  wine and food appreciation.  Located in the
                  heart of Napa Valley, California, COPIA is the
                  premier wine country destination-offering
                  visitors exceptional wine and food-tasting
                  programs, exhibitions, organic edible gardens,
                  films, concerts, fine and casual dining and
                  shopping.  Proceeds from ticket sales,
                  membership and donations support COPIA's
                  educational programs and exhibitions.

                  See: http://www.copia.org/

Chapter 11 Petition Date: December 1, 2008

Court: Northern District of California (Santa Rosa)

Debtor's Counsel: John H. MacConaghy, Esq.
                  macclaw@macbarlaw.com
                  MacConaghy and Barnier PLC
                  645 1st St. W #D
                  Sonoma, CA 95476
                  Tel: (707) 935-3205

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Winston & Strawn LLP           professional      $250,000
101 California St. 39th flr.   services
San Francisco, CA 94111

Groove 11                      trade debt        $92,800
1101 Fifth Ave. Ste. 210
San Rafael, CA 94901

Fleisham-Hilliard              trade debt        $68,516
4706 Paysphere Cir
Chicago, IL 60674

Liquid Trade Solutions Inc.    trade debt        $58,623

The Patina Group               trade debt        $55,000

Stanles R. Gatti Designs       trade debt        $52,974

Imagination USA                trade debt        $41,850

Murphy O'Brien                 trade debt        $32,874

Pacific Gas & Electric Co.     trade debt        $28,364

Modern Luxury Media            trade debt        $25,160

Adco Outdoor Advertising       trade debt        $22,600

Young Wells                    trade debt        $21,068

Classic Party Rental           trade debt        $19,631

Hartle Media Ventures          trade debt        $18,500

Public Finance Management      trade debt        $17,125

Ticketmaster Entertainment     trade debt        $16,508
Inc.

International Wind Center      trade debt        $16,261

San Francisco Chronicle        trade debt        $16,261

Adler & Colvin                 professional      $16,119
                               services

Express Personnel              trade debt        $14,810

The petition was signed by interim chief executive officer Garry
McGuire.


COPIA: Files for Chapter 11 Protection, Gets $2MM Credit Line
-------------------------------------------------------------
Copia, a food, wine and art museum in Napa, California, filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the Northern District of California on Dec. 1, 2008.

Julia Moskin posted at The New York Times blog relates that Copia
has secured a $2 million line of credit to fund its operations,
while it seeks for other ways out of a financial crisis that had
been worsening for years.

According to Ms. Moskin, Copia closed without notice on Nov. 21.
Copia had said in a statement that it would reopen on Dec. 1.
Ms. Moskin relates that the company has remained closed.

Copia has been facing difficulties meeting costs since
restructuring its considerable debt in 2007, Ms. Moskin says.  The
Sacramento Bee reported in July that COPIA has lost more than
$4 million in each fiscal year since opening in November 2001,
leaving the organization insolvent and at risk of defaulting on
its bond of $70 million.  Copia, according to Ms. Moskin, laid off
about a third of its workers in September 2008.

Ms. Moskin states that start-up costs for Copia was more than
$55 million, and at least 50% of that came directly from Robert
Mondavi, who died in May 2008.

Copia is a culinary museum and cultural center in Napa,
California.  It includes a grand building on the Napa River,
organic gardens, outdoor kitchens, wine tasting rooms, exhibition
galleries and a restaurant called Julia's Kitchen.


CREDIT SUISSE: Fitch Places 3 Classes' Ratings on Negative Watch
----------------------------------------------------------------
Fitch Ratings places these classes of CS First Boston Mortgage
Securities Corp., pass-through certificates, series 2007-TFL2 on
Rating Watch Negative:

  -- $36.6 million class J at 'BBB'; Rating Watch Negative;
  -- $39.6 million class K from 'BBB-'; Rating Watch Negative;
  -- $33.5 million class L at 'BB-'; Rating Watch Negative.

The classes have been placed on Rating Watch Negative due to the
monetary default and subsequent transfer to special servicing of
The Resorts Atlantic City (11.7%) loan.  The loan is now thirty
days delinquent.

The Resorts Atlantic City loan is secured by a 942-room
casino/hotel located in Atlantic City, New Jersey.  Total debt on
the loan is $360 million, which consists of a $175 million senior
trust component and a $185 million junior component held outside
of the trust.

The property has exhibited declining performance since issuance
due to several factors including increased competition, a smoking
ban introduced throughout the entire Atlantic City gaming market,
and the overall negative performance of the gaming industry due to
general macro-economic conditions throughout the U.S.

Fitch will resolve the rating watch status of the classes as more
information on a potential workout and an updated property
valuation is available.


COUNTRYWIDE FINANCIAL: Faces Investor Suit on Loan Modifications
----------------------------------------------------------------
Reuters Grant McCool reports that a group of bond investors sued
Countrywide Financial Corp. on Monday demanding that Countrywide
buy every mortgage loan for which Countrywide agrees to reduce
payments under a settlement it entered into with 15 state
attorneys general.  According to American Bankruptcy Institute,
the suit demands that Countrywide compensate holders of some
securities backed by mortgages if it changes the terms of the
loans.

Reuters says the lawsuit was filed on behalf of Greenwich
Financial Services Distressed Mortgage Fund 3 LLC and QED LLC
before the New York State Supreme Court.  The suit, according to
Reuters, says Countrywide and parent Bank of America would be
liable to pay hundreds of trusts a total of about $80 billion for
loans it modifies.  Reuters says the suit alleges that Countrywide
does not plan to bear the $8.4-billion cost of the loan
modification but to shift that cost to 374 trusts into which its
loans were securitized, harming bond investors.

In October, Countrywide announced a deal with 15 state attorneys
general, under which it would modify mortgages for about 400,000
homeowners to settle allegations of predatory lending.  The
plaintiffs said they do not oppose the settlement.

"Countrywide believes that plaintiffs' lawsuit represents an
unlawful effort to assert rights of the trusts," the bank said in
a statement, according to Reuters.  "Accordingly, Countrywide
intends to pursue plaintiffs for any and all remedies available to
it, including the recovery of its costs incurred in having to
defend this improper action."

Bank of America, Reuters adds, said it was "disappointed in this
attack on a program intended to keep at risk families in their
homes" and help stabilize the housing market.

Countrywide has denied it is required to repurchase all loans in
the two securitizations that it modifies, the complaint said,
according to Reuters.

In November, the U.S. Bankruptcy Court for the Southern District
of Florida ruled that U.S. Trustee Donald Walton had no legal
basis for seeking monetary sanctions against Countrywide Home
Loans for filing inaccurate motions in a Miami couple's chapter 13
case.  Bankruptcy Judge A. Jay Cristol said Mr. Walton did not
have the authority to pursue punitive sanctions on behalf of the
public through an adversary proceeding against the mortgage
lender.  The Court held that proper parties to seek sanctions were
the debtors, who did not participate in the trustee's lawsuit.
Mr. Walton filed an adversary proceeding March 1 against
Countrywide in the chapter 13 case, claiming that the mortgage
lender abused the bankruptcy process by filing two inaccurate
motions for relief from the bankruptcy stay and a subsequent
mortgage foreclosure action.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a diversified
financial services provider and a member of the S&P 500, Forbes
2000 and Fortune 500.  Through its family of companies,
Countrywide originates, purchases, securitizes, sells, and
services residential and commercial loans; provides loan closing
services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

As reported by the Troubled Company Reporter, Bank of America
closed its purchase of Countrywide for $2.5 billion on July 1,
2008.  The mortgage lender was originally priced at $4 billion,
but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


CYBERDEFENDER CORP: Hires Newview Finance as Management Consultant
------------------------------------------------------------------
CyberDefender Corporation entered into a consulting agreement with
Newview Finance LLC, pursuant to which Newview will provide
management consulting services, business advisory services,
shareholder information services and public relations services.

In consideration for the firm's services, CyberDefender issued to
Newview a 3-year warrant to purchase up to 2,250,000 shares of
CyberDefender's common stock, exercisable for cash only at an
exercise price of $1.25 per share.

The parties' deal provides that 900,000 of the Newview Warrant
shares are vested as of Nov. 11, 2008, and 270,000 of the Newview
Warrant shares will vest and become exercisable over the five
month period commencing on Dec. 1, 2008, and ending on April 1,
2009; provided, however, if the Newview consulting agreement  is
terminated prior to April 1, 2009, any unvested Newview Warrant
shares at the time of such termination will be forfeited.  The
Newview consulting agreement may be terminated by either party
upon 15 days prior written notice.

CyberDefender is obligated to file within 75 days of Nov. 11,
2008, a registration statement with the Securities and Exchange
Commission registering the resale of the Newview Warrant shares,
and to cause such registration statement to become effective
within 120 days after the filing date.  If CyberDefender is
delinquent in either of these deadlines, it will be obligated to
pay Newview a one-time payment of $0.01 per Newview Warrant share,
payable in cash or CyberDefender's common stock valued at the
market price of the common stock at the time of such delinquency.

A full-text copy of the common stock purchase warrant is available
for free at http://ResearchArchives.com/t/s?3587

                    About CyberDefender Corporation

Headquartered in Los Angeles, CyberDefender Corpation (OTC BB:
CYDE) -- http://www.cyberdefender.com/-- is an Internet security
software company.  The company's Internet security technology
offers the earliest possible detection and most aggressive defense
against Internet security attacks.  CyberDefender uses a secure
client-to-client distributed network, enabling protection that the
company believes is unparalleled in speed and flexibility.

                       Going Concern Doubt

KMJ Corbin & Company LLP, in Irvine, California, expressed
substantial doubt about Cyberdefender Corp.'s ability to continue
as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the Company has recurring losses from operations and
has not generated significant revenues to cover costs to date.


CYBERDEFENDER CORP: Sept. 30 Balance Sheet Upside-Down by $7MM
--------------------------------------------------------------
CyberDefender Corporation's balance sheet at Sept. 30, 2008,
showed total assets of $1,303,450, total liabilities of $8,510,843
and stockholders' deficit of $7,207,393.

The company reported net loss for three months ended Sept. 30,
2008, of $3,933,630 compared to net loss of $1,274,275 for the
same period in the previous year.

For the nine months ended Sept. 30, 2008, the company incurred net
loss of $7,444,098 compared to net loss of $3,732,941 for the same
period in the prior year.

                  Liquidity and Capital Resources

The company disclosed that to help with its cash flow during the
change in its operations, the company sold debt and equity
securities.  In September 2006 it sold its Debentures in the
aggregate principal amount of $3,243,378.  According to the terms
of the Debentures, the company is to make interest payments
quarterly on January 1, April 1, July 1 and October 1 until
September 2009, when the principal amount and all accrued but
unpaid interest will be due.  To date, holders of the Debentures
have agreed to accept the company's securities as payment of the
interest obligation, in lieu of cash.  The company failed to make
the interest payments that were due on Jan. 1, April 1 and
July 1, and Oct. 1 2008, which totaled $282,459.  The company
obtained waivers of these breaches from the holders of the
Debentures, who agreed to accept either additional debentures or
shares of its common stock as payment.

At Sept. 30, 2008, the company has cash and cash equivalents
totaling $494,355.  In the nine months ended Sept. 30, 2008, cash
increased by $257,360.  Uses of cash during the nine months ended
Sept. 30, 2008, included $578,678 of net cash used in operations.

The number of shares of common stock, no par value, outstanding at
Nov. 13, 2008, was 17,069,390 shares.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?3589

                  About CyberDefender Corporation

Based in Los Angeles, CyberDefender Corporation (OTC BB: CYDE) --
http://www.cyberdefender.com/-- is an Internet security
software company.  The company's Internet security technology
offers the earliest possible detection and most aggressive defense
against Internet security attacks.  CyberDefender uses a secure
client-to-client distributed network, enabling protection that the
company believes is unparalleled in speed and flexibility.

                       Going Concern Doubt

KMJ Corbin & Company LLP, in Irvine, California, expressed
substantial doubt about Cyberdefender Corp.'s ability to continue
as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the Company has recurring losses from operations
and has not generated significant revenues to cover costs to date.


CYBERDEFENDER CORP: President & CEO G. Guseinov Holds 38.5% Stake
-----------------------------------------------------------------
CyberDefender Corporation CEO and President Gary Guseinov
disclosed that he beneficially owns 6,467,376 shares of stock of,
or a 38.5% stake in, the company.  He has the sole power to vote
and to dispose of 6,312,276 of the shares and shared power to vote
and to dispose of 155,000 of the shares.

In March 2008, Gary Guseinov pledged 750,000 shares of his common
stock to Michael and Casey DeBaecke in exchange for a loan of
$160,000 made to the Company.  The pledge is non-recourse to
Mr. Guseinov in the event the collateral is foreclosed upon due to
the company's failure to pay the loan. So long as there is no
event of default in connection with the loan, Mr. Guseinov may
continue to vote the shares at any annual or special meeting of
the shareholders.

In a separate filing, Bing Liu disclosed that he beneficially owns
1,453,727 or 8.3% shares of the company's common stock.

Based in Los Angeles, CyberDefender Corporation (OTC BB: CYDE) --
http://www.cyberdefender.com/-- is an Internet security
software company.  The company's Internet security technology
offers the earliest possible detection and most aggressive defense
against Internet security attacks.  CyberDefender uses a secure
client-to-client distributed network, enabling protection that the
company believes is unparalleled in speed and flexibility.

                       Going Concern Doubt

KMJ Corbin & Company LLP, in Irvine, California, expressed
substantial doubt about Cyberdefender Corp.'s ability to continue
as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the Company has recurring losses from operations
and has not generated significant revenues to cover costs to date.


DAIMLERCHRYSLER FINANCIAL: DBRS Junks Ratings; Trend Negative
-------------------------------------------------------------
On November 20, 2008, Dominion Bond Rating Service downgraded the
ratings of DaimlerChrysler Financial Americas LLC, including the
Issuer Rating to CCC from B (high).  The trend on all ratings
remains Negative.

The rating action reflects DBRS's concerns regarding the mounting
pressures on the Company's operations resulting from the industry-
wide decline in automotive sales, the weakened U.S. economic
environment, the significantly weakened used-vehicle market, the
increased cost of funds and the Company's reliance on a
deteriorating sister company, Chrysler LLC.  Moreover, given the
size and scale of the issues that the Company faces, and the
deteriorating economic climate, in DBRS's view, the prospects for
a near-term recovery are diminishing.

Chrysler Financial continues to be significantly impacted by the
current environment.  Credit and funding costs have increased
dramatically while the ongoing market disruption has limited
funding options and availability.  Although Chrysler Financial
successfully renewed the majority of its conduits earlier this
year, the increased funding costs of the facilities have pressured
operating margins at a time when revenues are being challenged by
higher credit costs, lease impairments and reduced new-business
volumes.  Furthermore, scheduled reductions in the facilities
along with reduced renewals have pressured funding availability.
Given the current market conditions and the company specific
challenges, DBRS believes the company's ability to secure
additional funding is limited.

The weak used-vehicle market has led to increased lease
impairments and reduced recoveries for off-lease and repossessed
vehicles.  Wholesale prices for used large cars, SUVs and trucks
continue to soften as consumer preference migrates towards smaller
vehicles.  Given the concentration of large vehicles in the
company's retail loan and lease portfolio, DBRS expects continued
heightened losses in the loan portfolio, as well as a significant
weakness in residual values in the lease book.  The large number
of leases scheduled to mature in the next 12 months further
intensifies this concern.

Moreover, the performance of the loan book has weakened, owing to
the economic environment.  Credit performance of the retail book
has deteriorated, causing a surge in credit costs. Loss frequency
has increased and is expected to remain high, given the
expectation of a prolonged economic slowdown, while higher loss
severities reduce recoveries.  Furthermore, the reduced sales
volumes at Chrysler LLC have undoubtedly pressured the finances of
the dealer base; as such, DBRS expects increasing credit costs in
the wholesale portfolio.  Although this portfolio has
traditionally been well managed, any increases in losses from the
company's historically low levels will have a negative impact on
credit costs.  The continuing decline in demand for certain
Chrysler products further exacerbates the risk that dealers will
become increasingly more pressured.

The Negative trend reflects the DBRS view that Chrysler
Financial's business fundamentals will remain strained for the
foreseeable future.  Given the outlook for a significant and more
prolonged downturn in the U.S. economy, weakening U.S. employment
market and ongoing de-leveraging of the U.S. consumers' balance
sheets, DBRS does not anticipate an early recovery in auto sales
nor does DBRS envision material near-term relief of the issues.
DBRS considers liquidity risk elevated; as such, any meaningful
reduction in funding will further pressure ratings.  Furthermore,
additional stress to the balance sheet may impact the recovery on
the secured facilities, thereby altering the notching between the
issuer and secured ratings.


DEATH ROW: Sells Marion Knight's Malibu Home for $4.56 Million
--------------------------------------------------------------
Death Row Records Inc. Founder and CEO Marion Knight's house in
Malibu was sold for about $4.56 million, Ann Brenoff at Los
Angeles Times reports, citing Eric Israel, the attorney for
Ms. Knight.

According to L.A. Times, the 8,272-square-foot house has seven
bedrooms, a pool, a tennis court, and ocean views.  L.A. Times
relates that the house was built in 2001 on 8.76 acres on a knoll
above La Costa and Carbon beaches.  Ms. Knight, says LA Times, put
the house on sale in 2007 at $6.2 million.

L.A. Times states that Jon Saver of Prudential Malibu Realty
represented the buyer, whose name wasn't disclosed.  MLS says that
the property was listed by Paul Grisanti and Scott Cameron of
Coldwell Banker-Malibu East.

                          About Death Row

Headquartered in Compton, California, Death Row Records Inc.
-- http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq., at
Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  R. Todd
Neilson serves as chapter 11 Trustee for the Debtors' estate.  The
U.S. Trustee for Region 17 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  The Committee selected
Pachulski Stang Ziehl & Jones as its counsel.  When the Debtors
filed for protection from their creditors, they listed total
assets of $1,500,000 and total debts of $119,794,000.


DELTA AIR LINES: AFA-CWA Sues Over Seniority List Integration
-------------------------------------------------------------
The Association of Flight Attendants-Communication Workers of
America has filed a lawsuit before the U.S. District Court in
Washington on November 21, 2008, against Delta Air Lines, Inc.,
to block the carrier from starting to integrate its flight
attendants' seniority list with that of Northwest Airlines
Corporation, before Delta FAs can vote on union representation,
the Atlanta Journal Constitution said.

Delta has formed employee committees to represent its flight
attendants and ground employees on the seniority integration
process following its merger with Northwest, which closed on
October 29, 2008.

The Merger allowed employees at the combined Company -- including
flight attendants -- to vote on whether to unionize, AJC noted.

Northwest's 8,000 flight attendants are represented by the AFA-
CWA, while Delta's 14,000 flight attendants are not unionized.

Delta has continued direct relationship with its flight attendants
since only 5,306, or almost 40%, of its eligible FAs voted from
April 23 through June 3, 2008, in favor of AFA-CWA's union
representation, as opposed to the "50 percent plus one" turnout
required for certification by the National Mediation Board.  AFA-
CWA cited Delta management's "voter suppression" efforts as a
critical factor in the outcome, and filed in June 2008, formal
interference charges with the NMB against the carrier.

AJC noted that in the Washington lawsuit, AFA-CWA argued that it
has not yet filed its application with the NMB seeking a single
carrier determination that would prompt a union representation
vote.  Similarly, Delta has not yet obtained a single operating
certificate from the Federal Aviation Administration -- deeming
Delta's seniority integration efforts as "premature actions
[that] are designed to undermine AFA," AFA-CWA said.

AFA-CWA stated that in carrying out the seniority integration
process before the union representation vote, "Delta seeks to
force AFA to take a position which may benefit pre-merger
Northwest flight attendants to the detriment of the unrepresented
Delta work force and thereby influence the unrepresented Delta
flight attendants in an effort to induce them not to vote for AFA
in the event of a representation dispute."

Delta maintained that flight attendants would benefit more from
the Company's "fair and equitable" seniority integration process.

AFA-CWA says that its seniority integration -- based on "date of
hire" -- would work better.

AFA-CWA's position is "wrong as a matter of law and does not
serve the interest of [the] combined flight attendant group,"
Delta spokesman Kent Landers stated.

"Resolving seniority and representation issues promptly will
allow all employees to more quickly benefit from the merger,"
Betsy Talton told The Associated Press, on behalf of Delta.

Seniority with respect to flight attendants is critical because,
among other things, it determines the flights and trips they get.


DELTA AIR LINES: Non-Union Workers Get Bigger Pay Raise
-------------------------------------------------------
Subsequent to the merger of Delta Air Lines, Inc. and Northwest
Airline Corporation on October 29, 2008, employees of the
Combined Company will be given pay raises of 3% to 4% on
January 1, 2009, except for those covered by union contracts --
which makes up 80% of Northwest's workforce, TradingMarkets.com
reported.

Pursuant to contracts, union-represented workers at both
airlines, will receive pay increases ranging from 1% to 1.5%
starting January 1, 2009, the report added.

In a memo to Delta employees dated November 11, 2008, Delta and
Northwest officials said that the Combined Company "provide[s]
industry-standard pay with opportunities for additional
compensation through programs that allow us to pay you at the top
of the industry when we run a great airline for our customers and
when we earn top tier profits."

According to the report, Delta chief executive officer Richard
Anderson pointed out that Delta is not allowed to apply its pay
policies to Northwest's unionized employees until labor issues
are resolved at Northwest.

On behalf of Northwest flight attendants, union president Kevin
Griffin argued that the FA contract "does not . . . [prohibit] a
pay increase to unionized flight attendants."

In a letter addressed to Mr. Anderson, Mr. Griffin wrote that a
successful integration entails the "[inclusion] of all employees
in the process, without using . . . divisive tactics that have
failed in previous mergers."


DELTA AIR LINES: To Cut Capacity By 8% in 2009 Due to Recession
---------------------------------------------------------------
Delta Air Lines today issued a memo to its more than 75,000
employees worldwide from CEO Richard Anderson and President
Edward H. Bastian regarding the airline's plan to cut capacity in
2009, reports a statement released by the company.

"As always, we want to make certain that Delta people are the
first to know about changes to our business," relates the memo.

"We have seen a fairly significant dropoff in demand, starting in
October," Mr. Bastian disclosed on a webcast of a Credit Suisse
Group AG airline conference in New York, reports Bloomberg News.
"The revenue environment is as cloudy as it's ever been.  We've
never seen the level of demand destruction that some are
forecasting for our business."

According to the report, systemwide 2009 capacity will be down 6-
8% year over year.  Domestic capacity will be down 8-10% and
international capacity will be down approximately 3-5%.  These
numbers include the full impact of previously announced 2008
capacity reductions.  The capacity cut was due to global economic
slowdown and softening traffic, the report adds.

Once again, Delta says, it must take the necessary steps to
adjust its business accordingly and make certain seat capacity
meets customer demand.  "These economic hurdles are difficult,
and we remain committed to building our company on a durable
financial foundation with industry-leading liquidity.  Remember
that speed wins so we will be decisive and not delay.  As Rules
of the Road states, 'Speed in execution is the difference between
success and failure,'" Messrs. Anderson and Bastian stated.

The airline officials note that even with the economic recession,
they are achieving significant benefits from their merger and
will continue to do so.

"The merger has allowed us to develop growth opportunities as we
connect the networks to create new revenue streams neither
airline could have achieved independently," said Messrs. Anderson
and Bastian.  "We will continue to follow the Flight Plan to
invest in and further diversify our international network in the
Pacific, Africa, India and the Middle East to help mitigate the
risk from specific regional economies.  We will remain focused
on, and continue to adapt to, the rapidly changing global economy
to better align supply with demand."

Both officers explained that these actions were taken to secure
careers and return to sustained profitability.  In the meantime,
they said, they are analyzing the impact on staffing as it
pertains to these capacity reductions and, as in the past, will
offer voluntary programs to adjust staffing needs.  "We will
continue to make decisions that are in the long-term interest of
our colleagues, customers, shareholders and the communities we
serve."

"Thank you for your focus in executing on the Flight Plan, in
spite of fuel at record levels earlier this year and now the
unfolding economic recession," Messrs. Anderson and Bastian wrote
in the memo.  "We have a solid cash balance, best-in-class cost
per available seat mile (CASM) and your operational performance
is head and shoulders above the rest of the industry.  We thank
you for the incredible work you do for our customers every day.
Together, we will get through this new challenge and build a
stronger Delta."

Delta said it will end this year with about $5.6 billion in cash,
including $1.1 billion in collateral it must put up to cover fuel
hedges, reports Bloomberg News.  If crude oil prices remain
around $50 a barrel, Delta would have a $5 billion benefit in
2009, Mr. Bastian said.

                     About Northwest Airlines

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

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

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

                          About Delta Air

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

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

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

(Delta Air Lines Bankruptcy News, Issue No. 112; 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
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.

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


DIMENSIONS HEALTH: Moody's Confirms 'B3' Rating on $67.6MM Bonds
----------------------------------------------------------------
Moody's Investors Service confirms the B3 bond rating assigned to
$67.6 million of Series 1994 bonds issued by Dimensions Health
Corporation through the Prince George's County, Maryland.  At this
time, Moody's are removing the rating from Watchlist for possible
downgrade which was placed on June 9, 2008.  The rating outlook is
negative.

The confirmation of the rating is based on Moody's belief the
financial support expected to be received over the next two years
from the State of Maryland and Prince George's County under the
new legislation will help keep DHC in operation until a new
operator is found.  Although there is greater uncertainty of
attracting new buyers during a time of economic stress, the long-
term funding of $174 million pledged by both the State and County
to offer to potential bidders is a positive step in working
together to find a long-term solution for DHC's fiscal challenges
and a major component to attracting potential buyers.  The
negative outlook is based on Moody's concern DHC will be in
further financial distress in the event a new operator is not
found and permanent external funding is not secured for the future
as DHC is unable to generate sufficient operating cash flow to
meet operating cash needs and the Internal Revenue Service does
not grant a pension contribution waiver and a large pension
payment comes due.

Legal Security: The bonds are secured by a pledge of "receipts"
derived from the health care operations and an assignment of the
lease in the health care facilities.  The actual health care
buildings are owned by Prince George's County, Maryland and are
leased to DHC through 2042.  The Master Trustee can terminate the
lease by virtue of an event of default by DHC and assign the lease
and operation of the facilities to another operator.  As of Oct.
31, 2008, a debt service reserve fund in the amount of $6.5
million and a separate debt service fund in the amount of $2.3
million existed for the protection of the Series 1994 bondholders.

Interest Rate Derivatives: None

                              Strengths

* State of Maryland (Aaa rated) and Prince George's County,
  Maryland (Aa1 rated) has demonstrated its historical support to
  keep DHC in operation by providing extraordinary funding of
  $87 million over the last six years; Under the new legislation
  passed in May 2008, the State and County agreed to provide
  $48 million over the next two years to keep DHC in operation
  through FY 2010 and until a new operator is found

* State and County has agreed to long-term funding of $150 million
  ($75 million each) over five years to offer to a potential new
  owner to help fund hospital operations; The State has also
  agreed to provide an additional $24 million for capital
  improvements

* Track-record of making monthly debt service payments and semi-
  annual bond payments; expected to make next semi-annual bond
  payment in January 2009

* DHC is expected to make next required $1.5 million quarterly
  pension payment on Jan. 15, 2009

                             Challenges

* Continued deterioration in financial performance; In FY 2008,
  recorded a larger operating loss of $20.9 million (-5.9%) from a
  $15.8 million (-4.5%) operating loss in FY 2007 (excluding State
  and County grants), resulting from continued volume declines and
  rise in charity care and bad debt expense; Through four-months
  of FY 2009, DHC reported an operating loss of $8.0 million (-
  6.4%) similar to prior year four-months FY 2008 financial
  results

* In FY 2008, DHC generated operating cash flow deficit of
  $8.8 million (-2.5%); through four-months FY 2009, operating
  cash flow deficit was $3.8 million (-3.0%)

* Liquidity declined further resulting in very thin 12 days cash
  on hand as of Oct. 31, 2008

* Sizable underfunded pension plan; No response to a waiver
  request for plan year 2007 contributions has been received from
  the IRS

* Unfavorable demographics where the flagship hospital is located
  indicated by high Medicaid (26%) and Self-pay (29%) population

* Very modest capital spending indicated by a low 0.64 times
  depreciation over the last ten years.  As a result, average age
  of plant has steadily increased to very high 20.5 years in FY
  2008

                 Recent Developments and Results

Following the appointment of the seven-member independent Prince
George's Hospital Authority to oversee the bidding process to find
a new operator for DHC, the State of Maryland and Prince George's
County agreed to provide $150 million ($75 million each) over five
years, beginning in FY 2011, to help fund hospital operations.
The State also agreed to provide an additional $24 million for
capital improvements; bringing the total to $174 million to be
offered to a potential new owner for the system.  In October 2008,
request for proposals were sent to 82 regional and national
entities.  The Authority has not disclosed any information on
whether signed letters of intent have been received, but indicated
some expressions of interest from potential bidders have been
received.
The Authority is also now considering selling individual hospital
facilities as another alternative to interested buyers.  The
Authority plans to recommend a potential new owner in time of the
start of the 2009 General Assembly Session in January 2009.

DHC's operating performance continues to significantly
deteriorate.  At FYE 2008 excluding State, County, and other
operating grants, DHC posted an operating loss of $20.9 million
(-5.9% operating margin) from an operating loss of $15.8 million
(-4.5% operating margin) in FY 2007.  Operating cash flow declined
further with a recorded deficit of $8.8 million (-2.5% operating
cash flow margin) from a deficit of $4.0 million (-1.1% operating
cash flow margin) in FY 2007.  Through the first four-months of FY
2009, DHC generated an $8.0 million loss (-6.4% operating margin)
similar to prior year results and posted an operating cash flow
deficit of $3.8 million (-3.0% operating cash flow margin),
slightly down from a operating cash flow deficit of $4.1 million
through four-months FY 2008, primarily due to unexpected volume
increases at Prince George's Hospital.  Of the $13.2 million of
operating grants DHC has received through Oct. 31, 2008,
$11.2 million was receipt of the approved State and County funding
under the new legislation.  DHC is expected to receive under the
legislation $24 million of operating grants in FY 2009 and FY 2010
($1.5 million of the $24 million approved funding for FY 2009 was
carved out to support the newly formed Authority).  DHC is also
expected to fund $7.8 million of $12 million in capital
expenditures budgeted in FY 2009 with State appropriated funding
for capital improvements.

As of Oct. 31, 2008, unrestricted cash declined to a dismal $13.4
million from $17.6 million reported at FYE 2008, resulting in very
thin 12 days cash on hand.  DHC has not received a response from
the IRS on its request for a waiver for plan year 2007 pension
contributions, and therefore no large pension payment was made in
FY 2008, however, there is an ongoing financial risk in the event
a waiver is not granted and the IRS mandates a large pension
payment in FY 2009.  DHC is expected to make its next semi-annual
bond payment and required quarterly pension payment of
$1.5 million in January 2009.  However, in the absence of a
permanent solution to DHC's ongoing fiscal problems, Moody's
believe financial performance will continue to erode and DHC's
ability to make essential debt service and pension payments beyond
the next 12-18 months could be in serious jeopardy.

                             Outlook

Moody's maintain a negative outlook based on Moody's concern with
DHC's ability to meet operating cash needs as operating
performance continues to decline, the continued uncertainty in
finding a new owner for the system and securing long-term external
funding in order to invest materially in DHC's undercapitalized
plant and equipment.

                 What could change the rating--UP

A stable, permanent external funding source for the future to
allow DHC to modernize its plant and equipment, which would
possibly allow for staffing stability and reverse the loss of
patient volumes

                What could change the rating--DOWN

Inability to find a long-term solution to DHC's financial
challenges and failure to secure external funding from the State
and County; further erosion of operating performance and liquidity
balance resulting in increased risk of payment default on bonds
and pension plan payments

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Dimensions Health
     Corporation and Subsidiaries

  -- First number reflects audit year ended June 30, 2007

  -- Second number reflects audit year ended June 30, 2008

  -- Excludes extraordinary revenues from County, State, Federal
     and Magruder Trust of $29.8 million in FY 2007 and
     $17.2 million FY 2008

  -- In FY 2007 and FY 2008, bad debt provision reclassified from
     revenue contractual to an operating expense

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 20,972; 20,685

* Total operating revenues: $351 million; $352 million

* Moody's-adjusted net revenue available for debt service:
  ($1.1) million; ($5.5) million

* Total debt outstanding: $70.7 million; $73.0 million

* Maximum annual debt service (MADS): $7.2 million; $7.2 million

* MADS Coverage with reported investment income: negative

* Moody's-adjusted MADS Coverage with normalized investment
  income: negative

* Debt-to-cash flow: negative

* Days cash on hand: 14.3 days; 17.6 days

* Cash-to-debt: 19.8%; 24.0%

* Operating margin: -4.5%; -5.9%

* Operating cash flow margin: -1.1%; -2.5%

Rated Debt (debt outstanding as of June 30, 2008)

  -- Series 1994; $67.6 million outstanding; B3 rating


DISH NETWORK: DBRS Assigns BB Issuer Rating to EchoStar
-------------------------------------------------------
On Nov. 21, 2008, Dominion Bond Rating Service assigned a BB
Issuer Rating to DISH Network Corporation's wholly owned
subsidiary, EchoStar DBS Corporation.  Additionally, DBRS has
assigned recovery ratings and instrument ratings to EchoStar DBS's
Senior Unsecured Notes of RR3/BB (high), and to DISH's Convertible
Subordinated Debt of RR6/B (high).  The trends are Stable. The
recovery ratings and the change in the instrument ratings are a
result of the application of DBRS's Leveraged Finance rating
methodology.

The BB Issuer Rating is the same as EchoStar DBS's previous
implied Issuer Rating of BB.  While DBRS previously had DISH's
ratings on a Positive trend, DBRS expects the business risk
profile to remain competitive for DISH, which better places
EchoStar DBS's Issuer Rating at BB with a Stable trend.

Cable operators and increasingly, the telcos, are competing for
video subscribers as a part of a service bundling strategy.
Furthermore, with the loss of AT&T Inc. as a resale partner after
its current agreement expires at the end of January 2009, gross
subscriber additions could be pressured should DISH not be able to
replace the benefits from this partnership (DBRS notes that DISH
recently renewed a bundling and distribution agreement with
Frontier Communications).  As a result, DBRS expects churn levels
to remain elevated while DISH seeks to tackle piracy and
strengthen its distribution channels.  Both cable and satellite
operators are pursuing subscribers that could be persuaded to
choose satellite (or cable if available) as part of the digital
over the air conversion scheduled for February 2009.

The BB Issuer Rating is supported by: (1) scale benefits; (2) good
profitability with EBITDA margins trending above 26%; and (3)
healthy free cash flow of $1 billion for the latest period and
strong credit metrics.

Provided that DISH can manage to keep its monthly churn levels
below 2.0% per month (on an annual basis), DBRS expects that
higher ARPU from its existing subscribers should be able to offset
lower subscriber growth rates or possibly stable subscriber
levels.  DBRS does note that slower subscriber growth does benefit
DISH in terms of enhancing its free cash flow as gross additions
are expensive.  However, DBRS does caution that significant
negative subscriber growth would begin to erode the scale and
profitability benefits the Company has achieved over the past five
years.  DBRS expects EBITDA to reach $3.2 billion for 2008 and
$3.5 billion for 2009.

From a financial perspective, DBRS expects DISH to remain a good
free cash flow generator of at least $1.0 billion or more each
year, which should continue to give it ample flexibility to make
additional investments or repurchase shares without significantly
altering its reasonable financial risk profile.  As such and
assuming debt levels return to around $6.0 billion in 2009, DBRS
expects DISH's key credit metrics to remain strong with gross
debt-to-EBITDA around 2.0 times and cash flow-to-debt between 0.35
times to 0.40 times.


DOUGLAS JOHNSON: May Employ Kalil & Co. as Media Broker
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
granted Douglas R. Johnson permission to employ Kalil & Co., Inc.,
as his media broker in connection with the possible sale of his
ownership interest in Johnson Broadcasting, Inc. and Johnson
Broadcasting of Dallas, inc.

Mr. Johnson told the Court that he anticipates the filing of a
Plan of Reorganization and Disclosure Statement which will provide
for the sale, in whole or in part, of his interest in JB and
JBDallas.

The work will be performed by Frank J. Higney, vice president of
Kalil & Co. Inc., a former chief operating officer for BIA
Consulting Inc., the largest appraisal firm serving the broadcast
industry.

As the Debtor's media broker, Kalil will:

  a. aggressively market and secure a transaction by properly
     packaging the Stations;

  b. list the Stations for sale with industry publications;

  c. negotiate with prospective purchasers or other agents for the
     sale of the Stations; and

  d. assist in all facets of the sale and closing of the sale on
     the Stations.

As compensation for its services, Kalil will bill the Debtor, in
the event a contract of sale is consummated, the fee of 2% of the
Purchase Price, to be paid in cash at and only upon Closing.

Frank Higney, a vice president at Kalil, assured the Court that
the firm does not have hold or represent any interest adverse to
the Debtor or his estate, and that the firm is a disinterested
person" as that term is defined under Sec. 101(14) of the
Bankruptcy Code.

Based in Houston, Douglas R. Johnson owns 100% of Johnson
Broadcasting, Inc. and roughly 85% of Johnson Broadcasting of
Dallas, Inc.  He is the sole director of JB and JBDallas.  Mr.
Johnson filed for Chapter 11 relief on Oct. 13, 2008 (Bankr. S.D.
Tex. Case No. 08-36584).  The Debtor continues to manage and
operate his affairs as a debtor-in-possession.  No creditors'
committee has yet been appointed in the case by the United States
Trustee.  When Mr. Johnson filed for bankruptcy, he estimated
assets between $10 million and $50 million, and debts between $10
million and $50 million.

Based in Houston, Texas, Johnson Broadcasting, Inc. and Johnson
Broadcasting of Dallas, Inc. own and operate television stations
in Texas.  Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. filed separate petitions for Chapter 11 relief on
Oct. 13, 2008 (Bankr. S.D. Texas Case No. 08-36583 and 08-36585,
respectively).  John James Sparacino, Esq., and Timothy Alvin
Davidson, II, Esq., at Andrews and Kurth, represent the Debtors
as counsel.  When Johnson Broadcasting Inc. filed for protection
from its creditors, it listed assets and debts of between
$10 million and $50 million each.


DOUGLAS JOHNSON: Sec. 341(a) Meeting Set for December 18
--------------------------------------------------------
The United States Trustee for Region 7 will convene a meeting of
Douglas R. Johnson's creditors at 3:00 p.m., on Dec. 18, 2008, at
Suite 3401, 515 Rusk Ave., in Houston, Texas.

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

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

Based in Houston, Douglas R. Johnson owns 100% of Johnson
Broadcasting, Inc. and roughly 85% of Johnson Broadcasting of
Dallas, Inc.  He is the sole director of JB and JBDallas.  Mr.
Johnson filed for Chapter 11 relief on Oct. 13, 2008 (Bankr. S.D.
Tex. Case No. 08-36584).  The Debtor continues to manage and
operate his affairs as a debtor-in-possession.  No creditors'
committee has yet been appointed in the case by the United States
Trustee.  When Mr. Johnson filed for bankruptcy, he estimated
assets between $10 million and $50 million, and debts between $10
million and $50 million.

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. filed separate petitions for Chapter 11 relief on
Oct. 13, 2008 (Bankr. S.D. Texas Case No. 08-36583 and 08-36585,
respectively).  John James Sparacino, Esq., and Timothy Alvin
Davidson, II, Esq., at Andrews and Kurth, represent the Debtors
as counsel.  When Johnson Broadcasting Inc. filed for protection
from its creditors, it listed assets and debts of between
$10 million and $50 million each.


DOUGLAS JOHNSON: Third Party to Sell Household Goods
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved the request of Melanie E. Johnson, a creditor in Douglas
R. Johnson's bankruptcy case, to sell several significant items of
household goods and furnishings.

Melanie Johnson is the ex-spouse of the Debtor.  She says that she
been paid part of the children's child support since the filing of
the bankruptcy petition, but no alimony since June 2008.  In
addition, Ms. Johnson tells the Court that the Debtor owes her
over $8,000,000 million in promissory note obligations.

The Court also ordered that the sale of the property will be sold
by an independent third party, Lewis and Maese, and that Lewis and
Maese is to receive a flat commission of 20% on every item that it
sells.  All proceeds of auction are to be held by Lewis and Maese
pending further order of the Court.

A copy of the household items to be sold attached as Exhibit A to
the order is available for free at:

              http://researcharchives.com/t/s?3583

Based in Houston, Douglas R. Johnson owns 100% of Johnson
Broadcasting, Inc. and roughly 85% of Johnson Broadcasting of
Dallas, Inc.  He is the sole director of JB and JBDallas.  Mr.
Johnson filed for Chapter 11 relief on Oct. 13, 2008 (Bankr. S.D.
Tex. Case No. 08-36584).  The Debtor continues to manage and
operate his affairs as a debtor-in-possession.  No creditors'
committee has yet been appointed in the case by the United States
Trustee.  When Mr. Johnson filed for bankruptcy, he estimated
assets between $10 million and $50 million, and debts between $10
million and $50 million.

Based in Houston, Texas, Johnson Broadcasting, Inc. and Johnson
Broadcasting of Dallas, Inc. own and operate television stations
in Texas.  Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. filed separate petitions for Chapter 11 relief on
Oct. 13, 2008 (Bankr. S.D. Texas Case No. 08-36583 and 08-36585,
respectively).  John James Sparacino, Esq., and Timothy Alvin
Davidson, II, Esq., at Andrews and Kurth, represent the Debtors
as counsel.  When Johnson Broadcasting Inc. filed for protection
from its creditors, it listed assets and debts of between
$10 million and $50 million each.


ECLIPSE AVIATION: Albany Int'l Will Waive up to $7.4MM in Bills
---------------------------------------------------------------
New Mexico Business Weekly reports that Albany International Corp.
said it will waive up to $7.4 million in bills charged to Eclipse
Aviation Corp.

Eclipse has more than $1 billion in debts, including the
$7.4 million owed to Albany for aircraft parts.  The aircraft
work, New Mexico Business relates, affects Albany International's
composites division, which posted $3.3 million in net loss in the
third quarter of 2008.  The report says that due to a decline in
orders from Eclipse Aviation, Albany International expects the
division to sustain net losses throughout 2009.  Eclipse Aviation
was the division's largest client, the report states.

Albany International said in a filing with the Securities and
Exchange Commission on Nov. 25 that during the third quarter of
2008, the company's subsidiary, Albany Engineered Composites, was
suspending production of parts for Eclipse Aviation.  Albany
International further reported that this event contributed to a Q3
AEC operating loss of $3.3 million, and that AEC had accounts
receivable from Eclipse totaling $7.4 million, which it believed
at the time to be fully collectible and for which, accordingly,
Aviation International had not recorded a reserve.

On Nov. 25, 2008, Eclipse filed for protection under Chapter 11 of
the U.S. Bankruptcy Code.  Eclipse Aviation intends to pursue the
sale of substantially all of its assets in a competitive auction
process, and to continue to operate until such a sale is
finalized.  While it is too early to ascertain the amount, if any,
that Albany International will realize through the bankruptcy
process, the company currently anticipates that it will need to
write off all, or a substantial portion of, the Eclipse Aviation
receivable of $7.4 million during the fourth quarter.
Additionally, Albany International anticipates additional Q4
write-downs of $2.1 million for equipment and $1.7 million for
inventory dedicated to Eclipse.

Sales to Eclipse have accounted for a significant portion of AEC's
2008 revenues, as well as a significant portion of production at
AEC's facility in Boerne, Texas.  Despite the Eclipse Aviation
Chapter 11 filing, Albany International still expects AEC
aggregate revenues for 2008 to exceed 2007 revenues by at least
35%.  Profitability of AEC, which had become positive at the end
of Q2 2008, is now expected to remain below break-even during
2009.

The prospects for future sales to any acquirer of the Eclipse
Aviation assets are uncertain.  While Albany International still
expects substantial growth in AEC sales to other customers in
2009, if there are no sales to an acquirer of the Eclipse Aviation
business during 2009, overall 2009 AEC revenues are expected to be
comparable to, or slightly lower than, 2008 revenues.

With or without any future Eclipse Aviation sales, Albany
International still expects AEC to resume its rapid growth in
2010, and will update its assessment of the five-year and longer-
term growth prospects for AEC in its Q1 2009 earnings release.

According to New Mexico Business, Albany International could
recover the money that Eclipse Aviation owes during the bankruptcy
proceedings.

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


ECLIPSE AVIATION: Meeting to Form Creditors Panel on December 8
---------------------------------------------------------------
Roberta A. DeAngelis, acting United States Trustee for Region 3,
will hold an organizational meeting in the bankruptcy case of
Eclipse Aviation Corporation on December 8, 2008, at 11:00 a.m.
The meeting will be held at J. Caleb Boggs Federal Building, 844
King Street, Room 5209 in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtor's cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization. The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

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


ECOSPHERE TECH: Sept. 30 Balance Sheet Upside Down by $4.2 Million
------------------------------------------------------------------
Ecosphere Technologies, Inc.'s balance sheet as of September 30,
2008, showed total assets of $2,751,405 and total liabilities of
$6,984,729, resulting in total stockholders' deficit of
$4,233,324.

For the three months ended September 30, 2008, the company posted
a net loss of $3,768,588 on revenues of $122,454.

Chief Financial Officer Adrian Goldfarb relates that during the
nine months ended September 30, 2008, the company incurred net
losses applicable to common stock of approximately $8.64 million,
and used cash in operations of approximately $2.9 million.  At
September 30, 2008, the company had a working capital deficiency
of approximately $5.65 million and had outstanding convertible
preferred stock that is redeemable under limited circumstances for
approximately $3.9 million (including accrued dividends).  "The
company has not attained a level of revenues sufficient to support
recurring expenses, and the company does not presently have the
resources to settle previously incurred obligations.  These
factors, among others, raise substantial doubt about the company's
ability to continue as a going concern," Mr. Goldfarb says.

According to Mr. Goldfarb, the company's continued existence is
dependent upon its ability to resolve its liquidity problems.  The
company has arranged the availability of limited short-term debt
funding to provide immediate liquidity.  In addition, the company
has entered into an Agreement to sell a 49% interest in its
LifeLink and Ecos PowerCube technologies and received a $250,000
deposit.  "In addition, the company received $1,215,000 of new
financing during the three months ended September 30, 2008 and
anticipates receiving an additional $125,000 in the near future.

On November 12, 2008, Ecosphere entered into a Secured Line of
Credit Agreement and a Purchase Leaseback Agreement with Bledsoe
Capital Group, LLC.  In accordance with the Agreement, BCG
advanced the first $500,000 on November 12, 2008.

BCG agreed to advance $2 million to Ecosphere to support the
progress and implementation of the Ecosphere Ozonix technology in
the energy industry.  The advances will be secured by Ozonix units
deployed by Ecosphere under agreements with Newfield Exploration
Co. and The Williams Companies.  The loan will be due three years
following the initial advance.

If Ecosphere enters into a long-term agreement with Newfield and
Williams to recycle frac flowback water and BCG does not exercise
its option to acquire 50% of the Ozonix technology for the energy
business, BCG will have the option to convert the loan by
purchasing the units and leasing them back to Ecosphere in
exchange for a fixed monthly lease payment and a per barrel of
water recycled fee. If BCG does exercise its option, the principal
and any accrued interest will be credited toward the $40 million
of working capital to be contributed by BCG  to support the Ozonix
technology and the business, which will be 50% owned by each of
Ecosphere and BCG.

As additional consideration for the loan, Ecosphere will issue to
BCG three-year warrants to purchase one share of common stock for

In order to focus its efforts on funding Ecosphere's Ozonix
initiative, BCG has decided not to proceed at this time with the
purchase of a 49% interest in Ecosphere's subsidiary which owns
the LifeLink intellectual property.

"As a result of the recent limited liquidity, the company's
management has temporarily deferred some of its compensation and
only critical vendor payments are being made to conserve cash
resources.  The continued support and forbearance of its creditors
and preferred shareholders will be required, although this is not
assured," Mr. Goldfarb says.

On November 12, 2008, in connection with its 2008 shareholders
meeting, the company elected new officers for the upcoming year.
In order to focus his time on the company's diversified product
line, Dennis McGuire was appointed Chief Technology Officer and
remains President of the company and its wholly owned subsidiary,
Ecosphere Energy Services, Inc.  Previously, Mr. McGuire was the
Co-Chief Executive Officer, a position he shared with Patrick
Haskell.  Mr. Haskell remains Chairman of the Board and is now the
Chief Executive Officer of the company.

A full-text copy of the company's Quarterly Report is available
for free at http://researcharchives.com/t/s?358e

                   About Ecosphere Technologies

Ecosphere Technologies, Inc., was incorporated under the name
UltraStrip Systems, Inc. in April 1998 in Florida.  It was
reincorporated on September 8, 2006 in Delaware under the name
Ecosphere Technologies, Inc.  Ecosphere's mission is to become a
globally branded company known for developing and introducing
patented innovative clean technologies to the world marketplace.
The company invents, patents, develops, and expects to license and
sell clean technologies with the potential for practical,
economical and sustainable applications across industries
throughout the world.


ELIZABETH KNIGHT: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Elizabeth Knight
        4335 Angeles Vista Blvd
        Los Angeles, CA 90008
        323-293-0255

Case No.: 08-30554

Petition Date: November 28, 2008

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

Judge: Thomas B. Donovan

Debtor's Counsel: Jerome S Cohen, Esq.
                  3731 Wilshire Blvd Ste 514
                  Los Angeles, CA 90010
                  Tel: 213-388-8188
                  Fax: 213-388-6188
                  Email: jsc@jscbklaw.com

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

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

The Debtor identified Juniper as its largest unsecured creditor
with a claim for $60.20 relating to credit card charges.


ENBRIDGE ENERGY: DBRS Confirms Jr. Sub. Notes' Rating at BB(high)
-----------------------------------------------------------------
On Nov. 18, 2008, Dominion Bond Rating Service confirmed the
ratings on the Commercial Paper, Senior Unsecured Notes and Junior
Subordinated Notes of Enbridge Energy Partners, L.P. at R-2
(middle), BBB and BB (high), respectively.  All trends are Stable.

The rating confirmations follow the announcement that Enbridge
Inc. (ENB) has agreed to subscribe for approximately 16.25 million
Class A units of EEP at a price of $30.76 per unit, or
approximately $500 million in aggregate.  The units will be
acquired by ENB's subsidiary, Enbridge Energy Company, Inc. (EEP's
general partner and a wholly owned subsidiary of ENB), which will
also contribute approximately $10 million to maintain its 2.0% GP
interest in EEP.  ENB's overall ownership in EEP will increase to
approximately 27% from approximately 15% as a result of this
transaction, which is expected to close on Dec. 4, 2008.

The confirmations reflect:

(1) This transaction significantly supplements the Partnership's
    liquidity position and credit metrics, which are subject to
    pressure over the near to medium term as a result of: (a)
    EEP's large capex program (expected to approximate
    $3.9 billion in 2008 to 2010, including $1.0 billion spent
    during the nine months ending Sept. 30, 2008 (9M 2008),
    $1.7 billion forecast for 2009 and $0.6 billion forecast for
    2010); (b) potential debt maturities near $450 million in
    2009; and (c) increasing cash distributions to unit holders
    (due to recent distribution increases and pending conversion
    of Class C units to common units in August 2009).  The
    Partnership's external financing needs through the end of 2009
    are substantial.

    While EEP has maintained adequate liquidity, with nearly
    $1 billion of available credit facilities as at Sept. 30,
    2008, the ongoing disruption to functioning of U.S. capital
    markets could limit the Partnership's ability to issue debt
    and equity at the favorable rates that prevailed in recent
    years, through much of 2009.  The announced transaction
    significantly increases EEP's availability under its credit
    facilities to approximately $1.5 billion on a pro forma basis
    at Sept. 30, 2008.  DBRS expects EEP to continue to maintain
    an adequate liquidity position through incremental capital
    markets activity, potential sale of non-core assets and delay
    or reduction of non-committed growth capex in order to
    maintain its current ratings.

(2) This transaction also reduces pressure on EEP's credit metrics
    over the near to medium term as the Partnership proceeds with
    its capital program. DBRS expects that, over time, the capex
    program will continue to be funded with relatively equal
    components of debt and equity, such that EEP's debt-to-capital
    ratio remains in the low-50% range, which DBRS considers to be
    reasonable for the current ratings.  DBRS expects EEP to
    substantially restore its cash flow-to-debt, EBITDA interest-
    coverage and EBIT interest-coverage metrics (15.6%, 3.4 times
    and 2.4 times, respectively for the 12 months ending Sept. 30,
    2008) to 2006 levels (16.5%, 3.9 times and 2.8 times,
    respectively) by 2010.

(3) DBRS expects that EEP's business risk profile will improve
    upon completion of the capex program. Future growth capex is
    heavily weighted towards the Liquids segment, compared with
    the Natural Gas segment, with the lower business risk profile
    of the former (due to strong regulatory and contractual
    arrangements) mitigating the higher business risk profile of
    the latter (due to volume and commodity price risks, although
    partly mitigated by contractual and hedging arrangements).

Included in planned growth capex are these major projects: (a)
Southern Access Mainline Expansion of the Lakehead Pipeline System
will add 400,000 barrels per day (b/d) of heavy crude oil capacity
(compared with current capacity of 1.7 million b/d) from Hardisty,
Alberta to Flanagan, Illinois by the end of Q1 2009.  (b) The
Alberta Clipper project entails construction of a new 450,000 b/d
capacity heavy crude oil pipeline from Hardisty, Alberta to
Superior, Wisconsin (where it connects with the Southern Access
Mainline Expansion) upon expected completion in mid-2010.  EEP is
responsible for only the U.S. portions of these projects.  These
projects will each be regulated under long-term cost-of-service
tolling methodologies, protecting EEP against volume risk, most
capital cost overruns, property taxes and power costs.
Incremental EBITDA from these and other projects is expected to
contribute to improved credit metrics over the medium term.


ENCAP GOLF: Wachovia Renews Attempt to Have Ch. 11 Case Dismissed
-----------------------------------------------------------------
According to Bankruptcy Law360, Wachovia Bank NA has renewed its
attempt to have EnCap Golf Holdings LLC and its affiliate's
bankruptcy cases dismissed.  Wachovia asserts that Encap failed to
file a confirmable plan, the report says.

In June, Wachovia and other banks that hold mortgages on EnCap
Golf Holdings' 785-acre property asked the U.S. Bankruptcy Court
for the District of New Jersey to dismiss EnCap's bankruptcy as a
"bad faith" filing.  As reported by the Troubled Company Reporter
on September 10, 2008, Judge Novalyn Winfield rejected the
request.  Judge Winfield also denied Wachovia's bid to have the
cases converted to Chapter 7 liquidation.

Wachovia Bank, as agent for a group of financial institutions,
said that it holds the first mortgage of the Debtors' real
property in Bergen County in New Jersey securing its claims
against the Debtors for at least $155,000,000.

In its first request, Wachovia Bank said the Debtors have
mismanaged the landfill project located in the Meadowlands in New
Jersey, and that about a year ago, the Debtors revealed to their
stakeholders that they have incurred at least $75,000,000 in cost
overruns on the projects which was originally projected would cost
roughly $113 million to complete.

As reported by the Troubled Company Reporter on October 7, 2008,
EnCap and Trump Organization have filed competing Chapter 11 plans
for the Debtors.  According to The Star-Ledger, EnCap Golf's plan
involves finishing landfill cleanup and prepping a 785-acre
Meadowlands property for sale in hopes of keeping claim holders at
bay.  According to the report, EnCap Golf said the proposal would
maximize investors' assets by remediating the contaminated site.
EnCap Gold has warned that years of costly, taxpayer-financed
litigation could follow if the Plan were rejected.  Michael
Sirota, an attorney for EnCap Golf, said that private stakeholders
could also face tremendous risk, the report said.

Trump's plan offers $22.5 million for distribution to creditors,
according to Bloomberg News.

                         About EnCap Golf

Headquartered in East Rutherford, New Jersey, EnCap Golf
Holdings, LLC, a subsidiary of Cherokee Investment Partners of
North Carolina, develops closed landfills and other brownfield
properties into golf courses.

The company and its affiliate, NJM Capital LLC, filed for Chapter
11 protection on May 8, 2008 (Bankr. D. N.J. Lead Case No.
08-18581).  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Hackensack, New Jersey, represents the
Debtors.  The U.S. Trustee for Region 3 appointed five creditors
to serve on an Official Committee of Unsecured Creditors.
Greenberg Traurig LLP represents the Committee in this case.  The
Debtors' schedules disclose total assets of $70,056,038 and total
liabilities of $458,587,968.

The Debtors filed their chapter 11 plan on September 30, 2008.
Trump Organization delivered a competing plan the following day.


ENERGY PARTNERS: Adopts Changes to Pacts to Comply with IRC
-----------------------------------------------------------
Energy Partners, Ltd., adopted on November 13, 2008, amendments to
certain of its plans and agreements designed to bring those
documents into compliance with the new requirements relating to
nonqualified deferred compensation set forth in Section 409A of
the Internal Revenue Code of 1986, as amended.

Copies of the documents are available at no charge at:

   -- The First Amendment to Amended and Restated 2000 Long
      Term Stock Incentive Plan:

              http://ResearchArchives.com/t/s?359a

   -- Third Amendment to Change of Control Severance Plan:

              http://ResearchArchives.com/t/s?359b

   -- First Amendment to 2006 Long Term Stock Incentive Plan:

              http://ResearchArchives.com/t/s?359c

   -- First Amendment to Amended and Restated 2000 Stock
      Incentive Plan for Non-Employee Directors:

              http://ResearchArchives.com/t/s?359d

   -- First Amendment to Stock and Deferral Plan for Non-
      Employee Directors:

              http://ResearchArchives.com/t/s?359e

   -- Amendment to Restricted Share Unit Agreements and Cash-
      Settled Restricted Share Unit Agreements:

              http://ResearchArchives.com/t/s?359f

On November 12, the company's Board of Directors extended the
termination date of the Change of Control Severance Agreements
with Messrs. Bachmann, chairman and CEO; John H. Peper, Executive
Vice President, General Counsel and Corporate Secretary; Joseph T.
Leary, Executive Vice President and Chief Financial Officer; and
Mr. Longon from March 28, 2009 to March 28, 2010.  The Form of
Third Amendment to Change of Control Severance Agreement giving
effect to that extension and bringing those agreements into
compliance with the new requirements relating to nonqualified
deferred compensation set forth in Section 409A is available at no
charge at:

              http://ResearchArchives.com/t/s?35a0

On November 12, 2008, the company also amended the definition of
"Good Reason" in the Letter Agreement, dated as of November 29,
2007, with Thomas DeBrock, the company's Senior Vice President of
Exploration, to conform the definition of "Good Reason" in the
Letter Agreement to the definition of "Good Reason" in the
company's other benefit plans.  The Amended Letter Agreement with
Mr. DeBrock is available at no charge at:

              http://ResearchArchives.com/t/s?35a1

Energy Partners Ltd. (NYSE: EPL) -- http://www.eplweb.com/-- is
an independent oil and natural gas exploration and production
company based in New Orleans, Louisiana.  Founded in 1998, the
company's operations are focused along the U.S. Gulf Coast, both
onshore in south Louisiana and offshore in the Gulf of Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,
Standard & Poor's Ratings Services said that ratings on Energy
Partners Ltd. (B/Negative/--) would not be immediately affected by
several recent developments.  The company announced $100.0 million
in noncash, pretax impairment charges, largely related to
mechanical failures, early depletion, and production difficulties
in fields located in its Western offshore area.  Its leverage
metrics have weakened year-over-year, with debt per proved barrel
currently above $11 on an adjusted basis.  And it has seen feeble
drilling and reserve replacement results in 2007.

As reported in the Troubled Company Reporter on March 3, 2008,
Moody's Investors Service downgraded Energy Partners Ltd.'s
Corporate Family Rating to Caa1 from B3, its Probability of
Default to Caa1 from B3, and the ratings on its $300.0 million
senior unsecured fixed rate notes and $150.0 million senior
unsecured floating rate notes to Caa2 (LGD 4, 67%) from Caa1
(LGD 4, 65%).  The downgrade reflects EPL's continued weak capital
productivity, especially as evidenced by its 2007 results,
negative sequential quarterly production trends, and continued
high financial leverage.  The rating outlook remains negative.


ENERGY PARTNERS: CEO Bachmann Unloads 5,100 Shares in November
--------------------------------------------------------------
Energy Partners Ltd. Chairman and CEO Richard A. Bachmann disposed
of 5,100 shares of company common stock on November 18, 2008,
according to a regulatory filing with the Securities and Exchange
Commission.

Mr. Bachmann cut his stake to 1,290,558 shares after the
transaction.

Mr. Bachmann also disclosed that he indirectly holds 4,174 company
shares under a 401(k) plan and 2,148 company shares through his
spouse.

Energy Partners Ltd. (NYSE: EPL) -- http://www.eplweb.com/-- is
an independent oil and natural gas exploration and production
company based in New Orleans, Louisiana.  Founded in 1998, the
company's operations are focused along the U.S. Gulf Coast, both
onshore in south Louisiana and offshore in the Gulf of Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,
Standard & Poor's Ratings Services said that ratings on Energy
Partners Ltd. (B/Negative/--) would not be immediately affected by
several recent developments.  The company announced $100.0 million
in noncash, pretax impairment charges, largely related to
mechanical failures, early depletion, and production difficulties
in fields located in its Western offshore area.  Its leverage
metrics have weakened year-over-year, with debt per proved barrel
currently above $11 on an adjusted basis.  And it has seen feeble
drilling and reserve replacement results in 2007.

As reported in the Troubled Company Reporter on March 3, 2008,
Moody's Investors Service downgraded Energy Partners Ltd.'s
Corporate Family Rating to Caa1 from B3, its Probability of
Default to Caa1 from B3, and the ratings on its $300.0 million
senior unsecured fixed rate notes and $150.0 million senior
unsecured floating rate notes to Caa2 (LGD 4, 67%) from Caa1
(LGD 4, 65%).  The downgrade reflects EPL's continued weak capital
productivity, especially as evidenced by its 2007 results,
negative sequential quarterly production trends, and continued
high financial leverage.  The rating outlook remains negative.


ENERGY PARTNERS: Reports $34 Million 3rd Quarter Net Income
-----------------------------------------------------------
Energy Partners, Ltd., reported net income of $34.4 million for
the third quarter of 2008 compared to a net loss of $4.0 million
for the third quarter of 2007.  According to regulatory filings
with the Securities and Exchange Commission in November 2008, the
company said results for the third quarter of 2008 included an
after-tax non-cash unrealized gain on derivative instruments of
$19.0 million.  Excluding the after-tax impact of the non-cash
unrealized gain on derivative instruments, EPL's adjusted third
quarter 2008 net income, a non-GAAP measure, would have been $15.4
million.

Energy Partners said revenue for the third quarter of 2008 was
$94.7 million versus $110.4 million in the same period a year ago.
Discretionary cash flow, which is cash flow from operating
activities before changes in working capital and exploration
expenses, was $52.7 million for the third quarter of 2008,
compared with $66.5 million in the third quarter of last year.
Cash flow from operating activities in the third quarter of 2008
was $101.8 million compared with $62.6 million in the same quarter
a year ago.  EPL said it benefited in the third quarter from
strong commodity prices and lower expenses, including dryhole,
general and administrative, lease operating, and depreciation,
depletion and amortization expenses.  The lower expenses
experienced in the third quarter of 2008 were a direct result of
an ongoing and concerted effort to reduce 2008 cash operating
costs and a material reduction in the company's dryhole expenses
versus the prior year.  These benefits were offset by reduced
revenues as a result of storm related shut-in production due to
Hurricanes Gustav and Ike.

For the nine months ended September 30, 2008, the company reported
net income of $40.8 million.  This compares to a net loss of $6.5
million in the same period of 2007.  For the first nine months of
2008, the company said capital expenditures for exploration and
development activities totaled $172.8 million.  The company's full
year 2008 capital expenditures for exploration and development
activities are projected to total approximately $200 million.

As of September 30, 2008, the company had cash on hand of $15.6
million and total debt of $454.5 million.  The company had no
outstanding debt on its bank facility at the end of the third
quarter, with $150.0 million of borrowing capacity available.  The
company underwent a customary semi-annual borrowing base
redetermination, which was expected to be completed late November.

The company's balance sheet as of September 30, 2008, shows total
assets of $843.3 million and $694.9 million in total liabilities.

A full-text copy of Energy Partners' Form 10-Q for the period
ended September 30, 2008, is available at no charge at:

              http://ResearchArchives.com/t/s?35a2

                      David Cedro on Board

Additionally, Energy Partners on November 6, 2008, said David P.
Cedro, 41, has been appointed as the company's Vice President and
Controller.  Previously, Mr. Cedro served as Corporate Controller
for Bayou Steel, LLC from March 2008 until September 2008.  From
March 2003 to March 2008, Mr. Cedro was employed by The Shaw Group
Inc., as Vice President and Chief Financial Officer of Shaw's
Power Group (from March 2007 to August 2007), as Vice President -
Financial Reporting (from October 2004 to March 2007 and from
September 2007 to March 2008), and as Vice President and
Controller - Engineering, Construction & Maintenance Segment (from
March 2003 to October 2004).  Prior to his employment with Shaw,
Mr. Cedro was employed by Ernst & Young LLP in their New Orleans
office from June 2002 to March 2003 and by Arthur Andersen LLP in
their New Orleans office from June 1992 to June 2002.

There are no family relationships between Mr. Cedro and any of
Energy Partners' directors or officers.

Pursuant to an offer letter, the company and Mr. Cedro agreed to,
among other things:

   -- A commencement of employment payment of $35,000.

   -- A starting base salary of $212,500 annually.

   -- A guaranteed 2008 annual bonus of $40,000.

   -- An award on the commencement date of his employment of
      21,000 cash settled restricted stock units that will
      vest in one-third increments on each of the first three
      anniversaries of the date of employment.

Mr. Cedro is eligible to participate in employee benefit plans
offered by the company.  Mr. Cedro also executed an indemnity
agreement in the form executed by other senior executives of the
company and became a participant in the company's change of
control severance plan.  The Plan provides that if Mr. Cedro's
employment terminates within two years following a change of
control, as defined in the Plan, under certain circumstances he
will be eligible for two times the sum of (i) his annual rate of
base salary for the year of termination and (ii) his average
annual bonus from the company for the three calendar years
preceding the calendar year in which such termination of
employment occurs.

                    About Energy Partners Ltd.

Energy Partners Ltd. (NYSE: EPL) -- http://www.eplweb.com/-- is
an independent oil and natural gas exploration and production
company based in New Orleans, Louisiana.  Founded in 1998, the
company's operations are focused along the U.S. Gulf Coast, both
onshore in south Louisiana and offshore in the Gulf of Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,
Standard & Poor's Ratings Services said that ratings on Energy
Partners Ltd. (B/Negative/--) would not be immediately affected by
several recent developments.  The company announced $100.0 million
in noncash, pretax impairment charges, largely related to
mechanical failures, early depletion, and production difficulties
in fields located in its Western offshore area.  Its leverage
metrics have weakened year-over-year, with debt per proved barrel
currently above $11 on an adjusted basis.  And it has seen feeble
drilling and reserve replacement results in 2007.

As reported in the Troubled Company Reporter on March 3, 2008,
Moody's Investors Service downgraded Energy Partners Ltd.'s
Corporate Family Rating to Caa1 from B3, its Probability of
Default to Caa1 from B3, and the ratings on its $300.0 million
senior unsecured fixed rate notes and $150.0 million senior
unsecured floating rate notes to Caa2 (LGD 4, 67%) from Caa1
(LGD 4, 65%).  The downgrade reflects EPL's continued weak capital
productivity, especially as evidenced by its 2007 results,
negative sequential quarterly production trends, and continued
high financial leverage.  The rating outlook remains negative.


EQUAN REALTY: Section 341(a) Meeting Set for December 16
--------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
Equan Realty Corp.'s creditors at 2:30 p.m., on Dec. 16, 2008, at
the Office of the United States Trustee, 80 Broad Street, Fourth
Floor, in New York City.

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

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

Based in New York City, Equan Realty Corp. filed for Chapter 11
relief on Oct. 14, 2008 (Bankr. S.D. N.Y. Case No. 08-14017).
Michael H. Schwartz, at Michael H. Schwartz & Associates, P.C.,
represents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed total assets of
$10,755,997, and total debts of $5,884,523.


EQUAN REALTY: May Employ Michael Schwartz as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted Equan Realty Corp. permission to employ Michael H.
Schwartz, P.C., as its bankruptcy counsel.

As the Debtor's counsel, Michael H. Schwartz will render legal
advice with respect to the Debtor's powers and duties as a debtor-
in-possession, prepare necessary applications, answers, orders,
reports and other legal papers and perform all other insolvency
related legal services.

To the best of the Debtor's knowledge, Michael H. Schwartz does
not represent any interest adverse to the Debtor or its estate and
that the firm has no present connection with the Debtor's
creditors or any other party in interest.

As compensation for its services, Michael H. Schwartz, P.C. will
be paid pursuant to Sec. 330 and 331 of the Bankruptcy Code.

Based in New York City, Equan Realty Corp. filed for Chapter 11
relief on Oct. 14, 2008 (Bankr. S.D. N.Y. Case No. 08-14017).
Michael H. Schwartz, at Michael H. Schwartz & Associates, P.C.,
represents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed total assets of
$10,755,997, and total debts of $5,884,523.


ESTATE FINANCIAL: Arraignment of Executives Will be on Dec. 12
--------------------------------------------------------------
Melanie Cleveland at The Tribune News reports that the arraignment
of former Estate Financial Mortgage Fund, LLC, President Karen
Guth and her son, former Vice President Joshua Yaguda, has been
moved to Dec. 12, 2008.

According to The Tribune News, Ms. Guth and Mr. Yaguda are accused
of 26 felonies, including defrauding investors of at least $3.2
million since October 2002.  They are facing the lawsuit at the
San Luis Obispo Superior Court and are being held in County Jail,
with a $5 million bail, says The Tribune News.

The Tribune News relates that the defendants' attorneys asked for
detailed special considerations that they say their clients need
to prepare their case.

Citing Steve von Dohlen, the deputy district attorney leading the
prosecution, The Tribune News says that if Ms. Guth and Mr. Yaguda
are found guilty, they could each be imprisoned for at least 30
years.

The Tribune News reports that defense attorney Dyke Huish of
Southern California also requested that:

     -- Ms. Guth and Mr. Yaguda access to two boxes of Estate
        Financial documents so that they could study their case
        at least 50 sheets at a time.  According to Mr. von
        Dohlen, those documents were held by the Sheriff's
        Department and relate to management and the defendants'
        alleged crimes; and

     -- the defendants be provided with a secure room at the
        County Jail for meetings with defense attorneys.

Mr. Huish said that attorney-client meetings are being done in the
jail's visitation area through a glass partition and with a phone,
The Tribune News states.  The report quoted Mr. Hish as saying,
"It's not functional, not practical, when we have 1,000, maybe
10,000 pieces of paper to go over.  This does not seem like an
unreasonable request."

Mr. von Dohlen said that he was willing to review an order to make
the changes, and the judge agreed to consider an order once it was
prepared by the defense, The Tribune News reports.

                      About Estate Financial

Five creditors of Paso Robles, California-based Estate Financial
Inc. -- http://www.estatefinancial.com/-- filed an involuntary
Chapter 11 petition against the real estate broker on June 25,
2008 (Bankr. C.D. Calif. Case Number 08-11457).  Petitioner Steve
Gardality asserted a claim of $6,269,768.  Estate Financial Inc.
consented to the bankruptcy filing on July 16, 2008.  Robert B.
Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C.
Beall, Esq., at Beall and Burkhardt, represent the Debtor as
counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen, was
appointed by the Court on July 23, 2008.  Brian D. Fittipaldi,
Esq., at the U.S. DOJ/Office of the U.S. Trustee, represents the
Chapter 11 trustee as counsel.  Robyn B. Sokol, Esq., and Steven
T. Gubner, Esq., at Ezra Brutzkus & Gubner, represents the
Official Committee of Unsecured Creditors as counsel.  In its
schedules, Estate Financial listed total assets of $27,428,550,
and total debts of $7,316,755.

                 About Estate Financial Mortgage

Paso Robles, California-based Estate Financial Mortgage Fund, LLC,
filed for Chapter 11 protection on July 1, 2008 (Bankr. C.D. Ca.
Case No. 08-11535).  Lewis R. Landau, Esq., at Calabasas,
California, represents the Debtor as counsel.  Bradley D. Sharp
was appointed as Chapter 11 trustee.  David M. Poitras, Esq.,
Joseph A. Eisenberg, Esq., and Thomas M. Geher, Esq., at Jeffer
Mangels Butler & Marmaro LLP, represent the Chapter 11 trustee as
counsel.  In its schedules, Estate Financial Mortgage Fund, LLC
listed assets of $19,620,404 and debts of $34,167.


FAIRFAX FINANCIAL: Moody's Says Share Buyout Doesn't Affect Rating
------------------------------------------------------------------
Moody's Investors Service said that there are no rating
implications associated with Fairfax Financial Holdings Limited's
(Fairfax's) announcement that it intends to make a formal offer to
acquire all remaining outstanding common shares of Northbridge
Financial Corporation (unrated) for CDN$686 million.  Fairfax
currently owns 63% of Northbridge and expects to close this
transaction, pending shareholder approval, in the first quarter of
2009 (1Q09).  Fairfax is rated Ba2 for senior unsecured debt with
a positive rating outlook.

Moody's said that the proposed transaction does not fundamentally
alter Fairfax's strategic positioning.  Fairfax has been the sole
or majority owner of Northbridge for over 20 years.  Northbridge,
a Canadian property and casualty insurer, has a targeted strategy
focused on specific industry sub-segments -- including standard
commercial and industrial enterprises and trucking firms.  Moody's
expects Northbridge to continue its current strategy.  However,
negative rating pressure could emerge if Fairfax were to embark on
a debt-financed acquisition strategy in the fragmented Canadian
P&C industry.

Fairfax's financial flexibility may suffer a marginal
deterioration in the short-term as the transaction may consume
approximately CDN$686 million (or approximately US$550 million) of
cash.  Nonetheless, Moody's expects Fairfax holding company cash
to approach US$1 billion by the start of 2009, high relative to
historic norms.  As a consequence of this transaction, adjusted
financial leverage, proforma as of the end of the third quarter of
2008 (3Q08), would tick up to 30% from 29%, but earnings in 4Q08
and 1Q09 should lower that ratio back below 30%.  Cash flow to the
holding company will improve because Fairfax will be entitled to
receive 100% of Northbridge's dividends going forward.  Moreover,
Northbridge's low common share dividend payout ratio will no
longer constrain dividend capacity.  The constraint imposed by the
Canadian Office of the Superintendent of Financial Institutions
will be less restrictive, given Northbridge's healthy capital
ratios and track record of good underwriting.

Regarding the future direction of Fairfax's ratings, the company
could be upgraded if: (1) the financial strength ratings of the
company's lead operating P&C and/or reinsurance companies are
upgraded, or (2) adjusted financial leverage stayed below 25% for
a sustained period and adjusted earnings coverage (excluding
realized gains) remained above 3.0x; with (3) adverse claims
development at Fairfax's subsidiaries remaining below 1% of gross
reserves.  Conversely, the ratings could be downgraded if: (1) the
financial strength ratings of the company's lead operating P&C
and/or reinsurance companies are downgraded; (2) adjusted
financial leverage rose above 40% and earnings coverage (excluding
realized gains) dropped below 1x; or (3) the company suffers
substantial adverse reserve development in its run-off operations
such that pre-tax losses exceed US$100 million annually.
Fairfax is a financial services holding company which engages in
property & casualty insurance, reinsurance, and investment
management through its operating subsidiaries.  At Sept. 30, 2008,
Fairfax reported net premiums written of US$3.4 billion, net
income of US$1.1 million, and quarter-end shareholders' equity of
US$4.6 billion.

Moody's last rating action on Fairfax was on July 3, 2008, when
the rating agency upgraded Fairfax's senior unsecured rating to
Ba2 from Ba3 and changed the rating outlook to positive from
stable.

The principal methodology used in rating Fairfax Financial was
Moody's Global Rating Methodology for Property and Casualty
Insurers, which can be found at www.moodys.com in the Credit
Policy & Methodologies directory, in the Ratings Methodologies
subdirectory.  Other methodologies and factors that may have been
considered in the process of rating Fairfax Financial can also be
found in the Credit Policy & Methodologies directory.
Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


FORD MOTOR: Submits Turnaround Plan to Congress; Seeks $9BB Loan
----------------------------------------------------------------
John D. Stoll and Matthew Dolan at The Wall Street Journal report
that General Motors Corp., Chrysler LLC, and Ford Motor Co.
presented their turnaround plans to the Congress on Tuesday, with
Ford Motor asking for a $9 billion line of credit.

According to WSJ, Ford Motor said in its 33-page turnaround plan
submitted to the Congress that it doesn't need federal funds
immediately.  Ford Motor explained that it needs the $9 billion
line of credit to be available in case the recession would be
longer and deeper than expected, WSJ states.

WSJ says that Ford Motor is in better shape than GM, mainly
because Ford Motor mortgaged almost all of its assets in 2006,
which raised $18 billion long before credit markets tightened.

WSJ relates that Ford Motor estimated that it will return to
profitability by 2011.  Ford Motor, according to the report, said
that it would accelerate the development of new hybrid and
battery-powered vehicles, reduce dealers selling its vehicles, and
retool plants to make small cars in the U.S. that it can sell for
a profit.

Ford Motor CEO Alan Mulally, says WSJ, suggested that the UAW
union may also have to make concessions to help the companies
recover and convinced Congress to approve aid.  Mr. Mulally said
that all the elements of the current UAW labor contract should be
re-evaluated to keep the auto industry competitive, the report
states.

            GM Seeks $18BB in Government Loans

GM, according to WSJ, is requesting for $18 billion in government
loans.

WSJ relates that GM's Plan indicated that the company is in a more
dire situation than previously thought.  The loans the company
requested is about $6 billion more than it was requesting in
November.  As reported in the Troubled Company Reporter on Nov.
19, 2008, GM CEO Rick Wagoner said that the company wanted $10
billion to $12 billion of the requested $25 billion in emergency
funding from the government.

According to WSJ, GM said that it needs an immediate injection of
$4 billion to stay afloat until year-end.

WSJ reports that GM President Frederick Henderson said in a
conference call on Tuesday that GM could give taxpayers:

        -- warrants for company stock,

        -- a senior position in the company's lineup of
           creditors, and

        -- a promise to pay the money back sometime around 2012.

GM's North American operations could break even by 2012, WSJ
states, citing Mr. Henderson.

To try to reduce its debt load by $30 billion, or about 50%, GM
will start negotiating with bondholders this week to swap debt for
equity, and ask the United Auto Workers to allow the company to
make changes on its obligations to a union health-care trust set
to begin paying benefits to retirees in 2010, WSJ relates.

Mr. Henderson, according to WSJ, said that the attempt to
restructure the balance sheet is essentially an out-of-court
bankruptcy reorganization.

WSJ reports that GM also told the Congress that it is considering:

        -- the sale of its Saab division, or
        -- the sale or consolidation of its Saturn brand and
           reduction of its vehicle line up to 40 models from 60.

GM will continue cuts in workforce and structural costs and hire
lower-cost workers, WSJ says.

    Chrysler May Lack Cash to Run Co. in First Quarter 2009

According to WSJ, Chrysler said on Tuesday that its cash may not
be enough for the company to operate in the first quarter of 2009.
WSJ relates that Chrysler is seeking $7 billion from the
government by Dec. 31.  Chrysler, WSJ states, said that CEO Robert
Nardelli gets a $1 a year salary and receives no health care or
other benefits.

                      Decline in Sales

Mike Barris at WSJ relates that U.S. auto makers continued to
report sharp sales declines in November 2008.  As reported in the
TCR on Dec. 1, 2008, an expected decline in auto sales for
November could help GM, Ford Motor, and Chrysler make their case
before the Congress for a government bailout.  Big declines for
stronger rivals like BMW, Toyota Motor Corp., and Honda Motor Co.
would support GM, Ford Motor, and Chrysler's argument that the
financial crisis is a major cause of trouble across the auto
industry.

Citing GM North American Sales Chief Mark LaNeve, WSJ reports that
the auto industry sold 34%, or 400,000, fewer vehicles in November
2008, compared to 2007, equivalent to "the annual volume of two
full production plants that have simply evaporated in a single
month.  The global economic crisis and credit freeze have had a
very negative impact on the vehicle market which runs on consumer
confidence and available financing."

According to WSJ, GM car sales dropped 44% and light trucks
declined 39%.  WSJ says that GM's light-vehicle sales totaled
153,404, down from 261,273.  The company also lowered its fourth-
quarter production forecast, WSJ states.  The report says that GM
expects fourth-quarter North American production of 835,000
vehicles, down from its previous estimate of 875,000.  GM,
according to the report, also expects 600,000 vehicles to be made
in North America during the first quarter 2008, down compared to
885,000 in 2007, when production of about 100,000 vehicles were
lost from the American Axle strike.

Ford Motor's sales decreased 31% and Chrysler's sales declined
47%, WSJ relates.

             Bankruptcy Still Not Good Option

Citing House Speaker Nancy Pelosi, WSJ states that filing for
bankruptcy isn't a good option for the troubled auto makers,
partly due to the length of time a restructuring would take.  GM
President Frederick Henderson reiterated to the press in a
conference call that the company isn't considering bankruptcy as
an option and that it is focusing on securing help from the
government, WSJ says.

People familiar with the situation said that UAW top leaders are
telling some of the union's officials that GM may have to file for
Chapter 11 protection before Christmas if the company fails to
secure government funding in the coming days, WSJ relates.  UAW,
says the report scheduled an emergency meeting on
Dec. 3 to discuss what role the union should play in helping GM,
Ford Motor, and Chrysler become more viable companies.

GM remains firm on its decision on not filing for Chapter 11 and
isn't expected to change its mind, says WSJ.  "We do not believe
that a Chapter 11 filing is a viable option, nor does it answer
the current liquidity issues, which have been brought on by the
collapse of the financial markets and consumer confidence issues,"
the report quoted GM spokesperson Tony Cervone as saying.

American Bankruptcy Institute relates that Prof. Elizabeth Warren,
the head of a new congressional panel set up to monitor the
federal bailout, says that the government still does not seem to
have a coherent strategy for easing the financial crisis, despite
the billions it has already spent in that effort.

                       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-'.


FREDDIE MAC: Mulls Reverse Stock Split to Boost Share Price
-----------------------------------------------------------
Freddie Mac is considering a reverse stock split to bring its
share price and its average share price for 30 consecutive trading
days above $1.00 -- the New York Stock Exchange's minimum
threshold -- by the May 18, 2009.

The stock split is subject to the approval of the U.S. Department
of the Treasury.

According to WSJ, NYSE notified Freddie Mac in November that its
common stock and preferred shares would be delisted unless it
would inform the NYSE by Dec. 2, 2008, that it will fix the
problem.

Freddie Mac said in a filing with the U.S. Securities and Exchange
Commission that it has notified the NYSE that it intends to bring
the share price of its common stock and the average share price of
its common stock for 30 consecutive trading days above $1.00 by no
later than May 18.

Freddie Mac is currently working with its conservator, the Federal
Housing Finance Agency, to determine the specific action or
actions that Freddie Mac will take to cure the deficiency.

Freddie Mac expects to determine the actual number of shares that
will produce one share of common stock as a result of any reverse
stock split based on both the market price of Freddie Mac's common
stock prior to announcement of the split and additional input from
FHFA and Treasury.

Under applicable NYSE rules, Freddie Mac now has until May 18,
subject to supervision by the NYSE, to bring its share price and
its average share price for 30 consecutive trading days above
$1.00.  If it fails to do so, the NYSE will initiate suspension
and delisting procedures.

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

     Freddie Mac Auctions $1BB Reopening of 4.125% Notes

Freddie Mac has auctioned a $1 billion reopening of its 4.125%
five-year USD Reference Notes(R) security that matures on Sept.
27, 2013.  The stop yield for the issue, CUSIP number 3137EABS7,
was 2.861%, priced at 105.645626 or approximately 104.5 basis
points more than five-year U.S. Treasury Notes.  The bid-to-cover
ratio was 2.69 to 1.

After the reopening, which was conducted via an Internet-based
auction, the total outstanding size of the 4.125% five-year
Reference Notes security will be $6 billion.  The issue will
settle on Dec. 2, 2008.  The issue is listed on the Euro MTF
market of the Luxembourg Stock Exchange.

Including today's offerings, Freddie Mac has issued $49 billion of
Reference Notes securities during 2008 and has approximately $255
billion in Reference Notes and Reference Bonds(R) securities
outstanding.

Freddie Mac will not issue a Reference REMIC(R) security during
the week of Dec. 15, 2008.  The company's 2008 Reference Notes(R)
and Reference REMIC calendar designates monthly issuance weeks
that it may use to issue new Reference REMIC securities.

                      About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.


GENERAL MOTORS: Banks on Investment in India for Growth
-------------------------------------------------------
Despite slowing demand, General Motors Corp. will push through
with its investment plans in India, Bloomberg News reports.

"Emerging markets are the obvious growth areas for the auto
industry," Karl Slym, managing director of GM's Indian unit, told
Bloomberg Television, adding that the company's plans for India
"remain solid."

Bloomberg News says GM, which is building factories in India to
counter declining sales in the U.S., has invested US$1 billion in
India and is also spending more than US$200 million to set up an
engine plant.  GM, the report relates, has two factories in the
country with a capacity to produce 225,000 vehicles every year,
which it plans to raise to 300,000 a year.

"Our activities are already funded and we move ahead with our plan
as it is," Mr. Slym was quoted by Bloomberg News as saying.

Bloomberg News recalls GM said last month it will fall short of
its India sales target this year as higher loan rates and slower
economic growth damp demand.

The automaker now expects to sell as many as 78,000 vehicles in
the country this year compared with a previous target of 90,000.
Sales totaled 60,032 vehicles last year, the report states.

Still, the report says, the automaker expects to more than double
its market share in India to 10 percent by the end of 2010, from a
3.8 percent share in the fiscal year ended March 2008.

                      About General Motors

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

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

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

                          *     *     *

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: Submits Turnaround Plan to Congress; Seeks $18BB
----------------------------------------------------------------
John D. Stoll and Matthew Dolan at The Wall Street Journal report
that General Motors Corp., Chrysler LLC, and Ford Motor Co.
presented their turnaround plans to the Congress on Tuesday, with
GM requesting $18 billion in government loans.

WSJ relates that GM's Plan indicated that the company is in a more
dire situation than previously thought.  The loans the company
requested is about $6 billion more than it was requesting in
November.  As reported in the Troubled Company Reporter on Nov.
19, 2008, GM CEO Rick Wagoner said that the company wanted $10
billion to $12 billion of the requested $25 billion in emergency
funding from the government.

According to WSJ, GM said that it needs an immediate injection of
$4 billion to stay afloat until year-end.

WSJ reports that GM President Frederick Henderson said in a
conference call on Tuesday that GM could give taxpayers:

        -- warrants for company stock,

        -- a senior position in the company's lineup of
           creditors, and

        -- a promise to pay the money back sometime around 2012.

GM's North American operations could break even by 2012, WSJ
states, citing Mr. Henderson.

To try to reduce its debt load by $30 billion, or about 50%, GM
will start negotiating with bondholders this week to swap debt for
equity, and ask the United Auto Workers to allow the company to
make changes on its obligations to a union health-care trust set
to begin paying benefits to retirees in 2010, WSJ relates.

Mr. Henderson, according to WSJ, said that the attempt to
restructure the balance sheet is essentially an out-of-court
bankruptcy reorganization.

WSJ reports that GM also told the Congress that it is considering:

        -- the sale of its Saab division, or
        -- the sale or consolidation of its Saturn brand and
           reduction of its vehicle line up to 40 models from 60.

GM will continue cuts in workforce and structural costs and hire
lower-cost workers, WSJ says.

    Chrysler May Lack Cash to Run Co. in First Quarter 2009

According to WSJ, Chrysler said on Tuesday that its cash may not
be enough for the company to operate in the first quarter of 2009.
WSJ relates that Chrysler is seeking $7 billion from the
government by Dec. 31.  Chrysler, WSJ states, said that CEO Robert
Nardelli gets a $1 a year salary and receives no health care or
other benefits.

          Ford Motor Needs Gov't Loan as Fallback

Ford Motor presented a 33-page turnaround plan to the Congress,
saying that it doesn't need federal funds immediately, WSJ
reports.  Ford Motor said that it is asking for a $9 billion line
of credit to be available in case the recession would be longer
and deeper than expected, according to WSJ.

WSJ says that Ford Motor is in better shape than GM, mainly
because Ford Motor mortgaged almost all of its assets in 2006,
which raised $18 billion long before credit markets tightened.

WSJ relates that Ford Motor estimated that it will return to
profitability by 2011.  Ford Motor, according to the report, said
that it would accelerate the development of new hybrid and
battery-powered vehicles, reduce dealers selling its vehicles, and
retool plants to make small cars in the U.S. that it can sell for
a profit.

Ford Motor CEO Alan Mulally, says WSJ, suggested that the UAW
union may also have to make concessions to help the companies
recover and convinced Congress to approve aid.  Mr. Mulally said
that all the elements of the current UAW labor contract should be
re-evaluated to keep the auto industry competitive, the report
states.

                      Decline in Sales

Mike Barris at WSJ relates that U.S. auto makers continued to
report sharp sales declines in November 2008.  As reported in the
TCR on Dec. 1, 2008, an expected decline in auto sales for
November could help GM, Ford Motor, and Chrysler make their case
before the Congress for a government bailout.  Big declines for
stronger rivals like BMW, Toyota Motor Corp., and Honda Motor Co.
would support GM, Ford Motor, and Chrysler's argument that the
financial crisis is a major cause of trouble across the auto
industry.

Citing GM North American Sales Chief Mark LaNeve, WSJ reports that
the auto industry sold 34%, or 400,000, fewer vehicles in November
2008, compared to 2007, equivalent to "the annual volume of two
full production plants that have simply evaporated in a single
month.  The global economic crisis and credit freeze have had a
very negative impact on the vehicle market which runs on consumer
confidence and available financing."

According to WSJ, GM car sales dropped 44% and light trucks
declined 39%.  WSJ says that GM's light-vehicle sales totaled
153,404, down from 261,273.  The company also lowered its fourth-
quarter production forecast, WSJ states.  The report says that GM
expects fourth-quarter North American production of 835,000
vehicles, down from its previous estimate of 875,000.  GM,
according to the report, also expects 600,000 vehicles to be made
in North America during the first quarter 2008, down compared to
885,000 in 2007, when production of about 100,000 vehicles were
lost from the American Axle strike.

Ford Motor's sales decreased 31% and Chrysler's sales declined
47%, WSJ relates.

             Bankruptcy Still Not Good Option

Citing House Speaker Nancy Pelosi, WSJ states that filing for
bankruptcy isn't a good option for the troubled auto makers,
partly due to the length of time a restructuring would take.  GM
President Frederick Henderson reiterated to the press in a
conference call that the company isn't considering bankruptcy as
an option and that it is focusing on securing help from the
government, WSJ says.

People familiar with the situation said that UAW top leaders are
telling some of the union's officials that GM may have to file for
Chapter 11 protection before Christmas if the company fails to
secure government funding in the coming days, WSJ relates.  UAW,
says the report scheduled an emergency meeting on
Dec. 3 to discuss what role the union should play in helping GM,
Ford Motor, and Chrysler become more viable companies.

GM remains firm on its decision on not filing for Chapter 11 and
isn't expected to change its mind, says WSJ.  "We do not believe
that a Chapter 11 filing is a viable option, nor does it answer
the current liquidity issues, which have been brought on by the
collapse of the financial markets and consumer confidence issues,"
the report quoted GM spokesperson Tony Cervone as saying.

American Bankruptcy Institute relates that Prof. Elizabeth Warren,
the head of a new congressional panel set up to monitor the
federal bailout, says that the government still does not seem to
have a coherent strategy for easing the financial crisis, despite
the billions it has already spent in that effort.

                       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.


GENTA INC: Sept. 30 Balance Sheet Upside Down by $529.1 Million
---------------------------------------------------------------
Genta Incorporated Chairman and Chief Executive Officer Raymond P.
Warrell, Jr., M.D., discloses that the company's Sept. 30, 2008,
balance sheet showed total assets of $35,113,000 and total
liabilities of $564,310,000, resulting in total stockholders'
deficit of $529,197,000.

For the three months ended September 30, 2008, the company
reported a net income of $212,613,000, compared with a net loss of
$7,732,000 for the same period a year earlier.  The net income
was, however, not caused by improved revenues but resulted from a
$220,000,000 decrease in the fair value of the company's notes
conversion feature liability.

"From our inception to September 30, 2008, we have incurred a
cumulative net deficit of $973.7 million.  Our recurring losses
from operations and our negative cash flow from operations raise
substantial doubt about our ability to continue as a going
concern.  Our consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.  We expect that such losses will continue at least
until our lead product, Genasense(R), is approved by one or more
regulatory authorities for commercial sale in one or more
indications.  Achievement of profitability is currently dependent
on the timing of Genasense(R) regulatory approvals.  We have
experienced significant quarterly fluctuations in operating
results and we expect that these fluctuations in revenues,
expenses and losses will continue," Dr. Warrell says.

"We had $8.7 million of cash and cash equivalents on hand at
September 30, 2008. Cash used in operating activities during the
first nine months of 2008 was $22.0 million," Dr. Warrell
continues.

"Irrespective of whether regulatory applications, such as a New
Drug Application or Marketing Authorization Application, for
Genasense(R) are approved, we anticipate that we will require
additional cash in order to maximize the commercial opportunity
and continue its clinical development opportunities.  Alternatives
available to us to sustain our operations include collaborative
agreements, equity financing, debt and other financing
arrangements with potential corporate partners and other sources.
However, there can be no assurance that any such collaborative
agreements or other sources of funds will be available on
favorable terms, if at all.  We will need substantial additional
funds before we can expect to realize significant product
revenue."

"We expect to maintain an appropriate level of spending over the
upcoming fiscal year, given the uncertainties inherent in our
business and our current liquidity position.  On June 5, 2008, we
entered into a securities purchase agreement with certain
institutional and accredited investors to place up to $40 million
of our senior secured convertible notes with such investors.  On
June 9, 2008, we placed $20 million of such notes in the initial
closing. Presently, with no further financing, we project that we
will run out of funds in the first quarter of 2009."

According to Dr. Warrells, if the company is unable to raise
additional funds, it will need to:

   -- delay, scale back or eliminate some or all of the company's
      research and product development programs and sales and
      marketing activity;

   -- license or sell to third parties products or technologies
      that the company would otherwise seek to develop and
      commercialize themselves;

   -- attempt to sell the company;

   -- cease operations; or

   -- declare bankruptcy.

                      $520-Million Liability

The company's debts include $520,000,000 for conversion feature
liability.

On June 5, 2008, the company entered into a securities purchase
agreement with certain institutional and accredited investors to
place up to $40.0 million of senior secured convertible notes, of
which $20.0 million of those notes were placed in the initial
closing on June 9.   The notes are due June 9, 2010 and bear
interest at an annual rate of 15% payable at quarterly intervals
in stock or cash at the Company's option, and are convertible into
shares of Genta common stock at a conversion rate of 100,000
shares of common stock for every $1,000.00 of principal.

The company concluded that it should initially account for
conversion options embedded in convertible notes in accordance
with SFAS No. 133 and EITF 00-19.  SFAS 133 generally requires
companies to bifurcate conversion options embedded in convertible
notes from their host instruments and to account for them as free
standing derivative financial instruments in accordance with EITF
00-19.  EITF 00-19 states that if the conversion option requires
net cash settlement in the event of circumstances that are not
solely within the Company's control, that the notes should be
classified as a liability measured at fair value on the balance
sheet.  In this case, if the Company was not successful in
obtaining approval of its stockholders to increase the number of
authorized shares to accommodate the potential number of shares
that the notes convert into, the Company would have been required
to cash settle the conversion option.

Upon the issuance date, there were an insufficient number of
authorized shares of common stock in order to permit exercise of
all of the issued convertible notes.  In accordance with EITF 00-
19, when there are insufficient authorized shares, the conversion
obligation for the notes should be classified as a liability
measured at fair value on the balance sheet.  Accordingly, at June
9, 2008, in connection with the $20.0 million initial closing, the
convertible features of the notes were recorded as derivative
liabilities of $380.0 million.

On June 9, 2008, based upon a Black-Scholes valuation model that
included a closing price of its common stock of $0.20 per share,
the Company calculated a fair value of the conversion feature of
$380.0 million and expensed $360.0 million, the amount that
exceeded the proceeds of the $20.0 million from the initial
closing.  On June 30, 2008, based upon the valuation model that
included a closing price of $0.38 per share, the Company expensed
an additional $380.0 million to mark the conversion feature
liability to market.  At Sept. 30, 2008, the fair value of the
conversion feature liability was valued at $520.0 million, based
upon a closing price of $0.27 per share.

At June 30, 2008, the company accounted for the conversion options
using the fair value method, with the resultant loss recognition
recorded against earnings.  At June 30, the fair value of the
conversion feature liability was $740.0 million, comprised of the
$380.0 million recorded at the initial closing and $360.0 million
recorded to mark the liability to market at June 30.  At
Sept. 30, 2008, the fair value of the conversion feature liability
was valued at $520.0 million, with the resultant reduction in the
liability included in earnings.

As such, the company recorded $220,000,000 as other income on
account of the reduction, thus allowing the company to report
$212,613,000 in net income.  Absent the reduction in conversion
feature liability, the company would have recorded a $7,387,000
net loss.

                           About Genta

Genta Incorporated is a biopharmaceutical company engaged in
pharmaceutical (drug) research and development, its sole
reportable segment.  The company is dedicated to the
identification, development and commercialization of novel drugs
for the treatment of cancer and related diseases.


GMAC LLC: DBRS Junks Issuer & Long-Term Debt Ratings
----------------------------------------------------
On Nov. 21, 2008, Dominion Bond Rating Service downgraded all of
the long-term ratings of GMAC, LLC, and its related entities,
including GMAC's Issuer and Long-Term Debt rating, to CCC from B
and placed the ratings Under Review with Negative Implications.
The R-5 short-term ratings remain Under Review with Negative
Implications, where they were placed on October 30, 2008.

The downgrade follows GMAC's announcement that it has commenced
private-exchange offers and cash-tender offers to purchase and/or
exchange certain of its and its subsidiaries' outstanding notes
held by eligible holders for cash, newly issued notes of GMAC and
preferred stock of a wholly owned GMAC subsidiary.  Specifically,
the downgrade reflects DBRS's view that the notes held by the
existing bondholders will be subordinate to the newly issued debt
resulting from the exchange offer.  However, the level of
subordination has yet to be determined as it will be set by the
level of participation in the exchange offer; as such, the
downgraded long-term ratings have been placed Under Review with
Negative Implications, indicating that additional downgrades are
possible.

Moreover, the downgrade reflects the ongoing weakness in GMAC's
core Global Automotive Finance segment and DBRS's expectation that
GMAC's performance will continue to be affected by increased
credit costs, impairments to its operating lease portfolio and
valuation adjustments in the held for sale (HFS) assets and
retained interest portfolios.  Strained higher funding costs and
reduced origination volumes will also drive weaker near-term
performance.  DBRS views the company's liquidity risk as elevated
since it currently has very limited access to market funding,
covenants remain tight and access to new forms of funding are
limited.

DBRS views many aspects of this exchange offer as disadvantageous
to the current bondholders for the following reasons: the
bondholders that choose to accept the exchange offer will receive
less than the original principal amount and those that do not
participate will effectively be subordinate to the newly offered
debt.  Given that the proposed exchange does not fully reimburse
bondholders, DBRS expects that, upon completion of the exchange,
the debt that is exchanged will be placed in a default status in
accordance with DBRS policy.  DBRS recognizes the benefits of a
successful bond exchange as debt will be reduced, capitalization
will be enhanced and the company will benefit from potential
gains.  However, the level of any benefits has yet to be
determined.  Although the successful execution of an exchange of a
meaningful amount of bonds should provide near-term relief, DBRS
remains concerned that the deteriorating trends in GMAC's core
automotive segment will reduce the company's ability to defend its
franchise.  Moreover, given the escalating pressure on consumers,
declining U.S. automotive sales and the overall deteriorating
operating environment, the prospect for a quick recovery in GMAC's
underlying performance is diminishing.

The rating action follows GMAC's offer to purchase and exchange
certain notes held by eligible holders for either new securities
consisting of a combination of newly issued senior guaranteed
notes of GMAC with the same interest rate and maturity date as the
applicable series of old GMAC notes and newly issued 5.00%
perpetual senior preferred stock (New Preferred), with liquidation
preference of $1,000 per share of a wholly owned subsidiary of
GMAC or cash.  Alternatively, current bondholders may choose to do
nothing and retain their current instrument.  The new guaranteed
notes will be guaranteed by certain subsidiaries of GMAC.
Existing notes maturing in 2031 will be offered a combination of
new guaranteed notes and newly issued 8.00% subordinated notes of
GMAC due 2018 along with the New Preferred or cash.  The GMAC
offers are conditional upon, among other things, the completion of
the Residential Capital, LLC, offers and a sufficient amount of
old ResCap notes having been tendered for purchase and/or exchange
pursuant to the GMAC offers such that, in GMAC's judgment, GMAC
has obtained a sufficient amount of capital in connection with the
GMAC offers, whether or not such amount of capital would be
sufficient to satisfy the requirements of the Bank Holding Company
Act or any other applicable regulations.

The new guaranteed notes will be guaranteed, on a joint and
several basis, by GMAC Latin America Holdings LLC, GMAC
International Holdings Cooperatief U.A., GMAC Continental LLC, IB
Finance Holding Company, LLC and GMAC US LLC, which are all
subsidiaries of GMAC.  The note guarantees will be senior
obligations of each note guarantor and will rank equal with all
existing and future senior debt of such note guarantor and will
rank senior to all subordinated debt of the guarantor.

In addition to the full impact of the exchange offer and its
balance sheet impact, DBRS's review will consider the impact of
any successful conversion to bank holding company (BHC), GMAC's
access to Troubled Assets Relief Program (TARP) funds and the
other benefits of becoming a BHC as they relate to funding,
capitalization and the overall business model.  Finally, DBRS's
review will evaluate GMAC's near-term liquidity prospects, which
include the company's ability to avoid the breach of certain
covenants that could have a negative impact on liquidity.
Finally, the negative review status reflects DBRS's concerns that
failure to execute on GMAC's plans will add significant noteworthy
downward ratings pressure.


HAWAIIAN TELCOM: Seeks to Use Lenders' Cash Collateral
------------------------------------------------------
Hawaiian Telcom Communications, Inc., and its debtor affiliates
ask for permission from the U.S. Bankruptcy Court for the District
of Delaware to use the collateral securing their obligations to
their prepetition lenders.

In the normal course of business, the Debtors use cash on hand
and cash flow from operations to fund working capital and other
general corporate purposes.  The Debtors assert that inability to
use those funds during these Chapter 11 cases could cripple their
business operations.

The Debtors inform the Court that the Prepetition Lenders have
consented to their use of the Cash Collateral in the ordinary
course of business pursuant to certain conditions.

The Debtors' proposed counsel, Domenic E. Pacitti, Esq., at
Klehr, Harrison, Harvey, Branzburg & Ellers LLP, in Wilmington,
Delaware, relates that the Prepetition Credit Agreement refers to
an agreement entered into by the Debtors with Lehman Commercial
Paper Inc., as administrative and collateral agent, Lehman
Brothers Inc, and JP Morgan Securities Inc. as joint lead
arrangers, JPMorgan Chase Bank, N.A., as syndication agent,
Cobank ACB and Wachovia Bank, N.A, as co-documentation agents,
and certain other lender parties in June 2007.  The Prepetition
Agreement provides for a $200 million revolver facility and a
$860 million Tranche C term loan.

The Debtors' obligations on the Prepetition Credit Agreement are
secured by liens on substantially all of the Debtors' assets.

According to Mr. Pacitti, as of the Petition Date, the Debtors
are indebted to the Prepetition Lenders, on account of (i)
$89.8 million under the Revolver Facility, (ii) $484.7 million
under the Tranche C term loan, and (iii) $100,000 on account of
outstanding Letters of Credit.  The Debtors are also indebted to
the Prepetition Lenders for unpaid fees, expenses and other
charges in connection with the loans.

In exchange for the Prepetition Lenders' consent to cash
collateral use, the Debtors propose to provide the Lenders with
three primary forms of adequate protection:

  1. Current cash payment of non-default rate interest, fees and
     expenses

     The Debtors will pay the Prepetition Agent on an ongoing
     basis:

     (a) the current cash payment of interest at the non-default
         rates and at the times provided for in the Credit
         Agreement on the Prepetition Obligations;

     (b) immediately on Court approval, cash payments equal to
         all accrued and unpaid non-default rate interest, fees,
         and expenses owing with respect to the Prepetition
         Obligations; and

     (c) from time to time after the Petition Date, the current
         cash payment of reasonably documented fees and expenses
         as and when due and payable under the Prepetition
         Financing Documents.

2. Superpriority administrative claims

    Subject to a carve-out for certain professional fees and
    administrative expenses, the Lenders will be granted a
    superpriority claim against each of the Debtors as provided
    in Section 507(b) of the Bankruptcy Code to the extent of
    any diminution in the value of the Lenders' interest in the
    Prepetition Collateral.

3. Adequate Protection Liens

    The Debtors propose to provide the Prepetition Lenders
    additional and replacement security interests and liens in
    and upon all of the Debtors' assets and properties.

The Debtors reiterate that they need the cash collateral to pay
their vendors, fund their payroll, pay professionals necessary
for the successful reorganization of their businesses, and to
service their customers.

Pursuant to Rule 4001-2(c) of the Local Bankruptcy Rules for the
U.S. Bankruptcy Court for the District of Delaware, the Debtors
also seek Court approval of certain "Highlighted Provisions" to a
proposed Final Cash Collateral Order, which are:

  (a) The waiver of the Debtors' right to surcharge the
      collateral under Section 506(c) of the Bankruptcy Code.

  (b) A grant to the Prepetition Lenders of a lien on the
      proceeds to the Debtors' avoidance actions arising under
      Sections 544, 545,547, 548 and 549 of the Bankruptcy
      Code.

  (c) A carve out for the benefit of professionals retained by
      the Debtors and any official committee appointed in these
      Chapter 11 cases.

The Debtors further ask the Court to set a date for the final
hearing of the Cash Collateral Motion without delay, and in no
event later than 45 days following the entry of the Interim Cash
Collateral Order.

               About Hawaiian Telcom Communications

Hawaiian Telcom Communications, Inc., fka Verizon Hawaii, Inc.,
fka GTE Hawaiian Telephone Company Incorporated, has been a
leading provider of telecommunications services in the state of
Hawaii since 1883.  Hawaiian Telcom, Inc., incorporated in 1883 as
Mutual Telephone Company, has been Hawaii's incumbent local
exchange carrier or ILEC for 125 years.  From 1967 to 2005,
Verizon Communications Inc. operated Hawaiian Telcom's businesses
as a separate Hawaii division.

Hawaiian Telcom Communications, along with seven affiliates filed
for Chapter 11 protection on Dec. 1, 2008 (Bankr. D. of Delaware,
Lead Case No. 08-13086).  The Debtors have tapped Richard M.
Cieri, Esq., Paul M. Basta, Esq., and Christopher J. Marcus, Esq.,
at Kirkland & Ellis LLP, in New York, as bankruptcy counsel.
The Debtors have tapped Domenic E. Pacitti, Esq., Michael
Yurkewicz, Esq., Klehr, Harrison, Harvey, at Branzburg & Ellers
LLP, in Wilmington, Delaware, as restructuring and conflicts
counsel.  Lazard Freres & Co. LLC, is the Debtors' investment
banker, and Zolfo Cooper is the business advisor.  The Debtors
have engaged Kurztman Carson Consultants LLC as claims and
noticing agent in their Chapter 11 cases.  In its bankruptcy
petition, the Company listed total assets of  $1,352,000,000 and
debts of $1,269,000,000 as of September 30, 2008.

(Hawaiian Telcom Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


HORACE MANN: S&P Puts 'BB+' Preferred Stock Rating; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BBB' senior debt, 'BBB-' subordinated debt, and 'BB+'
preferred stock ratings on Horace Mann Educators Corp.'s
$300 million universal shelf, which was filed on Nov. 26, 2008.
The company's prior $300 million universal shelf registration
expired with about $100 million remaining.  As of Oct. 8, 2008,
Horace Mann had about $275 million of total debt outstanding.

"The ratings reflect Horace Mann's niche competitive position in
the K-12 educators market, diversified earnings provided by the
P/C and life/annuity operations, and a new agent business model
that strives for increased productivity," said S&P's credit
analyst Tracy Dolin.  "These positive factors are offset partially
by deteriorating operating performance, underscored by high
catastrophe and investment losses in 2008."  The group also
faces challenges in its attempts to better penetrate its chosen
marketplace, continuing P/C rate pressures, lack of growth in its
traditional life sales, and execution risks in implementing the
new agent business model.

"The negative outlook is based on a number of factors that could
affect the insurer's financial strength in 2008 and 2009.  These
include continued relatively high catastrophe frequency in the
U.S. P/C industry, as well as general credit and equity market
deterioration," said Ms. Dolin.


IDEAEDGE INC: Discloses Re-Sale of 5.9% of Shares Outstanding
-------------------------------------------------------------
IdeaEdge Inc. submitted a prospectus regarding the resale by its
investors of up to 2,334,849 shares of its common stock,
constituting 5.9% of the shares outstanding.  The shares for
resale are valued at $4,436,213, based upon a closing price of
$1.90 per share on Nov. 12.

The shares offered include:

   -- 1,818,182 shares of common stock, issuable upon the exercise
      of outstanding warrants to purchase common stock that were
      issued in connection with the sale of its Series A preferred
      stock on June 5, 2008;

   -- 416,667 shares of common stock, issuable upon the exercise
      of outstanding warrants to purchase common stock that were
      issued in connection with the sale of its unregistered
      common stock on Aug. 25, 2008;

   -- 100,000 shares of common stock, issuable upon the exercise
      of outstanding warrants to purchase common stock that were
      issued to Joseph Abrams in connection with an Advisor
      Agreement between him and the company dated June 23, 2008.

As of Nov. 12, 2008, 39,766,580 shares of its common stock were
issued and outstanding, and held by approximately 353 stockholders
of record.

The company would receive proceeds from the exercise of the
warrants and issuance of the underlying shares of its common stock
totaling $1,304,091 upon their exercise, however there can be no
assurance that the holders of the warrants will exercise their
option to purchase the shares or what quantity of shares they will
purchase in connection with the outstanding warrants.

A full-text copy of the offering prospectus is available for free
at http://ResearchArchives.com/t/s?358b

                        About IdeaEdge Inc.

Headquartered in San Diego, IdeaEdge Inc. (OTC BB: IDED) develops
gift card programs.  The company distributes its gift cards
primarily through major retail channels and online.  The company's
flagship gift card program is based on American Idol(TM), a
leading entertainment and consumer merchandise brand in the U.S.
The company will offer a wide range of consumer merchandise with
American Idol(TM) and future brand partners.

                       Going Concern Doubt

On Oct. 31, 2008, BDO Seidman, LLP in La Jolla, California, raised
substantial doubt about the company's ability to continue as a
going concern after auditing the company's financial statements
for the periods ended Sept. 30, 2008 and 2007.  The auditors
pointed to the company's net losses since inception and an
accumulated deficit at Sept. 30, 2008.  The auditor also noted
that the company's ability to achieve its plans with regard to
those matters, which may be necessary to permit the realization of
assets and satisfaction of liabilities in the ordinary course of
business, is uncertain.


IDEAEDGE INC: Posts $5-Million Net Loss in Year ended September 30
------------------------------------------------------------------
IdeaEdge Inc. reported financial results for the year ended
Sept. 30, 2008.  For the year ended Sept. 30, 2008, the company's
net loss totaled $4,998,995.  Noncash charges for operating and
non-operating expenses and included in its net loss totaled
$3,060,065 for the year ended Sept. 30, 2008.

The company has financed its operations through the sale of
unregistered equity and prior to its reverse merger in October
2007 with the issuance of notes payable converted into shares of
its common stock.  At Sept. 30, 2008, its total assets were
$1,698,620 (including intangible assets for intellectual property
totaling $186,943), working capital was $1,078,573, total
liabilities were $418,942 and its stockholders' equity totaled
$1,279,678.  The company's cash and cash equivalents balance at
Sept. 30, 2008, totaled $1,379,282.  Its financial position was
improved by the sale of unregistered preferred stock, common stock
and warrants to purchase common stock that resulted in additional
net cash proceeds received during fiscal 2008 totaling $2,947,179.

The company's total liabilities at Sept. 30, 2008, included
$65,072 in salary deferrals from its management employees.  During
2008, the recorded the reduction of future guaranteed amounts owed
under the American IdolTM license agreement of $835,856 due to an
amendment it negotiated to its license agreement.  Of the $340,364
recorded as accounts payable at Sept. 30, 2008, $258,391
represented an amount due to one software engineering contractor
that was paid in full during October 2008.

                       Going Concern Doubt

On Oct. 31, 2008, BDO Seidman, LLP in La Jolla, California, raised
substantial doubt about the company's ability to continue as a
going concern after auditing the company's financial statements
for the periods ended Sept. 30, 2008 and 2007.  The auditors
pointed to the company's net losses since inception and an
accumulated deficit at Sept. 30, 2008.  The auditor also noted
that the company's ability to achieve its plans with regard to
those matters, which may be necessary to permit the realization of
assets and satisfaction of liabilities in the ordinary course of
business, is uncertain.

A full-text copy of the 10-K filing is available for free at
http://ResearchArchives.com/t/s?358a

                        About IdeaEdge Inc.

Headquartered in San Diego, IdeaEdge Inc. (OTC BB: IDED) develops
gift card programs.  The company distributes its gift cards
primarily through major retail channels and online.  The company's
flagship gift card program is based on American Idol(TM), a
leading entertainment and consumer merchandise brand in the U.S.
The company will offer a wide range of consumer merchandise with
American Idol(TM) and future brand partners


IDEAEDGE INC: Annual Shareholders Meeting on December 19
--------------------------------------------------------
James P. Collas, chairman of the board of directors, notified
shareholders of IdeaEdge, Inc. that the Annual Meeting will be
held at 6440 Lusk Blvd., Suite 200, San Diego, California on
Dec. 19, 2008, at 10 a.m., local time.  He also added that these
proposals will be considered and implemented:

   1. To elect three individuals to its board of directors to hold
      the office during the ensuing year or until their
      successors are elected and qualified;

   2. To approve amendments to the company's 2007 Stock Option
      Plan to increase the number of authorized shares of stock
      issuable under the Plan;

   3. To approve an amendment to its Amended and Restated Articles
      of Incorporation and bylaws to change its corporate name
      from IdeaEdge, Inc. to Socialwise, Inc.;

   4. To approve an amendment to its Amended and Restated Articles
      of Incorporation and bylaws to provide that cumulative
      voting will not be allowed in the election of directors; and

   5. To ratify its selection of BDO Seidman, LLP as the auditors
      for its company for the year ended Sept. 30, 2008.

                        About IdeaEdge Inc.

Headquartered in San Diego, IdeaEdge Inc. (OTC BB: IDED) develops
gift card programs.  The company distributes its gift cards
primarily through major retail channels and online.  The company's
flagship gift card program is based on American Idol(TM), a
leading entertainment and consumer merchandise brand in the U.S.
The company will offer a wide range of consumer merchandise with
American Idol(TM) and future brand partners.

                       Going Concern Doubt

On Oct. 31, 2008, BDO Seidman, LLP in La Jolla, California, raised
substantial doubt about the company's ability to continue as a
going concern after auditing the company's financial statements
for the periods ended Sept. 30, 2008 and 2007.  The auditors
pointed to the company's net losses since inception and an
accumulated deficit at Sept. 30, 2008.  The auditor also noted
that the company's ability to achieve its plans with regard to
those matters, which may be necessary to permit the realization of
assets and satisfaction of liabilities in the ordinary course of
business, is uncertain.


INTERFACE INC: Exchange Offer Won't Affect S&P's 'B+' Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings and
outlook on Atlanta-Georgia-based Interface Inc. (B+/Stable/--) are
currently unaffected by the company's private exchange offer for
its 10.375% senior notes due 2010.  Interface is offering to
exchange, in a private placement, $306 in cash and $700 in
principal amount of new replacement 13.5% senior notes due 2012
for each $1,000 in principal amount of the existing 2010 notes.
The exchange offer expires on Dec. 23, 2008, and will be subject
to a minimum of 50% participation.  While the potential debt
reduction related to the note exchange will lead to a near-term
improvement in credit metrics, S&P believes the company is likely
to face operating pressures from a challenging economic
environment over the next several quarters, due to the weak
economy and exposure to the commercial carpeting sector.  Despite
weakening operating trends, S&P expects Interface to maintain its
strong liquidity position and leading market share in modular
carpet tiles.

Interface, a leading manufacturer of modular carpet, had about
$310 million of total debt as of Sept. 28, 2008, excluding
operating lease obligations.


ISLETON CITY: Council Meeting on December 10 to Discuss Bankruptcy
------------------------------------------------------------------
American Bankruptcy Institute reports that the Northern California
cities of Rio Vista and Isleton are considering bankruptcy
protection as an option as they face large budget shortfalls and
staggering debt.

Loretta Kalb of the Sacramento Bee reported on November 20, 2008,
that City Manager Bruce Pope has said Isleton needs $1 million by
year-end to avert bankruptcy.  If the city can't borrow the
amount, Mr. Pope said would urge the City Council to seek
bankruptcy protection, Sac Bee continued.

According to Sac Bee, Vice Mayor Michael Gomez said the bankruptcy
question will be discussed at the Dec. 10 council meeting.
Isleton needs to repay $950,000 in accrued debt, Sac Bee said.

Sac Bee noted that the city of about 850 has an operating budget
of $1.4 million, only slightly more than the needed loan.

Isleton is a city in Sacramento County, California.


KCGV REDDING: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: KCGV Redding Development, LLC
        46560-105 Fremont Blvd.
        Fremont, CA 94538

Case No.: 08-47127

Petition Date: December 1, 2008

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

Judge: Edward D. Jellen

Debtor's Counsel: Heinz Binder, Esq.
                  Email: heinz@bindermalter.com
                  Roya Shakoori, Esq.
                  Email: roya@bindermalter.com
                  Law Offices of Binder and Malter
                  2775 Park Ave.
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700

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

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

A list of the Debtor's 4 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/canb08-47127.pdf


KIMBALL HILL: Files Chapter 11 Plan, Pushes Sale of Assets
----------------------------------------------------------
Kimball Hill Homes said that it has made the difficult decision to
begin the wind-down of its operations with efforts to facilitate a
sale of its business or a bulk sale of its assets to continue
during this period as a result of the severe economic downturn and
escalating turmoil in the credit markets.

The company said that it also filed its Chapter 11 plan, which is
supported by the official committee of unsecured creditors and the
Company's senior lenders.  The company emphasized that homes
currently under construction will be completed and delivered over
the next six months.

"We deeply regret the necessity of today's decision, but given the
current housing and financial market conditions we are simply
unable to conduct normal operations while the Company continues
its sale efforts," said Ken Love, Chief Executive Officer.  "We
believe it is appropriate to begin the wind-down process now to
ensure the smoothest transition possible for our employees, our
homebuyers, the communities we serve, as well as our creditors."

The company further said that it continues to have access to more
than $35 million from its debtor-in-possession financing facility,
which along with home sale proceeds will provide more than ample
liquidity to fund payments to contractors and trade partners and
meet employee obligations throughout the sale and wind-down
process.

"We have maintained very strong relationships with our trade
partners and suppliers during the bankruptcy and have appreciated
their ongoing support, which we anticipate will continue as we
complete homes currently under construction," Mr. Love said.
"The quick resolution of our trade partners' pre-petition claims
following the bankruptcy filing was a significant achievement and
we will continue to pay our suppliers as work is completed
throughout the process."

"Over the last seven months, our employees have worked tirelessly
to sustain our business in an unprecedented economic downturn.  I
want to thank them for their dedication, loyalty and commitment to
Kimball Hill Homes," concluded Mr. Love.  "I am pleased that the
Company will provide both severance and outplacement assistance to
impacted employees, in accordance with the Company's standard
practices, throughout the sale and wind down period."

The company said it asked for a hearing on Jan. 12, 2009, to
approve the Disclosure Statement accompanying the Plan.

                         About Kimbal Hill

Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007, reflected
total assets of $795,473,000 and total debts $631,867,000.

The Debtors have until Jan. 16, 2009, to exclusively file a
bankruptcy plan.


LAND RESOURCE: Will Auction Land for Planned Housing Development
----------------------------------------------------------------
Matthew Hill at The Register-Herald reports that Land Resource LLC
will auction a land where its 2,000-home Roaring River housing
project was planned to be built.

The Register-Herald didn't divulge the schedule of the auction.

A housing development was planned for the land before Land
Resource filed of Chapter 11, says The Register-Herald.  The
company collapsed due to declining economy, the credit freeze, and
a challenging real estate market, the report states.

On Oct. 30, 2008, Land Resource Chairperson and CEO J. Robert Ward
said in a statement, "We deeply regret the impact the Chapter 11
filing will have on property owners, vendors and employees.  We
remain mindful of our customers whose homesites and communities
have not yet been completed.  Through the Chapter 11 process, the
Company will identify the best means of maximizing recoveries for
all creditor constituencies, including our customers and
employees.  As part of this process, we will explore the sale of
all the company's assets to a well-capitalized and well-positioned
purchaser."

Purchasers of Land Resource's assets may elect to fulfill the
developer's obligations, including those related to funding
homeowner associations (HOA).  All transactions will be subject to
Bankruptcy Court approval.

Land Resource has retained Trustee Services, Inc., as its noticing
and claims agent.  TSI will provide notice of the commencement of
the cases to each creditor, including disclosures with respect to
the procedures for filing proofs of claim with the court.

                       About Land Resource

Headquartered in Orlando, Florida, Land Resource LLC --
http://www.landresource.com-- creates residential communities,
which includes coastal, lakefront and mountain locations in
Georgia, North Carolina, West Virginia, Tennessee and Florida

The company and its affiliates filed for Chapter 11 protection on
Oct. 30, 2008 (Bankr. M. D. Fla. Case No. 08-10159).  Jordi Guso,
Esq., at Berger Singerman, P.A.  The company listed assets of $100
million to $500 million and debts of $50 million to
$100 million.  Trustee Services Inc. is the Debtors' notice,
claims and balloting agent.


LEINER HEALTH: Wants Exclusivity Amid Plan Effectivity Delays
-------------------------------------------------------------
Leiner Health Products Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
extend its exclusive periods to:

   a) file a Chapter 11 plan until Feb. 28, 2009; and

   b) solicit acceptances of that plan until March 31, 2009.

The Debtors remind the Court their joint Chapter 11 plan of
liquidation was confirmed on Oct. 15, 2008.  However, the plan's
effective date has been delayed because the Debtors and NBTY
Acquisitions LLC, who purchased the Debtors' assets, were unable
to resolve the working capital adjustment as set forth in an
amended and restated asset purchase agreement, under which an
independent accounting firm will be named to audit the parties'
calculations of the working capital adjustment and submit a report
within 30 days.

In addition, the Internal Revenue Service has asserted a
$370-million administrative claim against their estates based on
the sale price, the Debtors says.  They do not owe IRS
$1.2 million and are working to iron out their outstanding federal
tax returns to resolve this claim, the Debtors contends.

A hearing is set for Feb. 4, 2009, at 11:00 a.m., (EST) to
consider the motion.  Objections, if any, are due Jan. 28, 2009,
by 4:00 p.m. (EST).

                        About Leiner Health

Based in Carson, California, Leiner Health Products Inc. nka
Supplements LT Inc. -- http://www.leiner.com/-- manufactures and
supplies store brand vitamins, minerals and nutritional
supplements products, and over-the-counter pharmaceuticals in the
US food, drug and mass merchant and warehouse club retail market.
In addition to its primary VMS and OTC products, they provide
contract manufacturing services.  During the fiscal year ended
March 31, 2007, the VMS business comprised approximately 61% of
net sales.  On March 20, 2007, they voluntarily suspended the
production and distribution of all OTC products manufactured,
packaged or tested at its facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  The Debtors selected Garden City Group
Inc. as noticing, claims and balloting agent.  The U.S. Trustee
for Region 3 appointed creditors to serve on an Official Committee
of Unsecured Creditors in these cases.  The Committee selects Saul
Ewing LLP as its counsel.

As reported in the Troubled Company Reporter on April 10, 2008,
the Debtors' schedules of assets and liabilities showed total
assets of $133,412,547 and total debts of $477,961,526.


LPATH INC: Daniel Petree Replaces Roger Sabbadini as Director
-------------------------------------------------------------
The board of directors of Lpath Inc. appointed Daniel Petree as a
director of the company.  The board has determined that Mr. Petree
qualifies as an "independent director" pursuant to the standards
set forth Marketplace Rules promulgated by NASDAQ Stock Market,
Inc.  Mr. Petree will also become a member of both the Audit and
Compensation Committees of the board effective Nov. 10, 2008.

Mr. Petree will replace Roger Sabbadini, Ph.D., who stepped down
as a director of the company.  Dr. Sabbadini will continue on as
vice president and chief scientific officer of the company.

Mr. Petree has over 20 years of experience in the biotechnology
industry, serving in a variety of roles including investment
banker, senior operating manager and corporate and securities
lawyer.  Mr. Petree serves as a director of Cypress Biosciences,
Inc., a company that provides products for the treatment of
patients with Functional Somatic Syndromes and other central
nervous system disorders, a position which he has held since 2004.
Mr. Petree also is a member and co-founder of P2 Partners, LLC,
which provides transaction advisory services to small and medium
sized life science companies.  Before co-founding P2 Partners in
2000, Mr. Petree was president and chief operating officer of Axys
Pharmaceuticals, a structure-based drug design company in South
San Francisco.

                        About Lpath Inc.

Headquartered in San Diego, California, Lpath Inc. (OTC BB: LPTN)
-- http://www.Lpath.com/-- is the category leader in bioactive-
lipid-targeted therapeutics, an emerging field of medical science
whereby bioactive signaling lipids are targeted for treating
important human diseases.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 22, 2008,
San Diego, Calif.-based LevitZacks expressed substantial doubt
about Lpath Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.

The auditing firm reported that the company has incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2008
and beyond.

The Troubled Company Reporter reported on June 13, 2008, that
Lpath Inc. disclosed a net loss of $5,078,181 on revenue of
$13,126 for the first quarter ended March 31, 2008, compared with
a net loss of $2,722,598 on revenue of $196,981 in the same period
last year.  At March 31, 2008, the company's consolidated balance
sheet showed $6,550,375 in total assets, $3,699,472 in total
liabilities, and $2,850,903 in total stockholders' equity.


LPATH INC: Posts $9.6-Million Net Loss in the Last Nine Months
--------------------------------------------------------------
Lpath Inc.'s incurred net loss for nine months ended Sept. 30,
2008, of $9,674,785 compared to net loss of $10,836,585 for the
same period in the previous year.

The company reported a net loss of $2,163,622 for the last three
months, compared with a net loss of $4,596,873 for the same period
in the previous year.

                  Liquidity and Capital Resources

Since Lpath's inception, its operations have been financed through
the private placement of equity and debt securities.  Through
Sept. 30, 2008, Lpath had received net proceeds of approximately
$36,400,000 from the sale of equity securities and from the
issuance of convertible promissory notes.  As of Sept. 30, 2008,
Lpath had cash and cash equivalents totaling $5,904,000.

During the nine-month period ended Sept. 30, 2008, the company
used net cash of $8,124,000 for operating activities compared to
$7,727,000 in the nine months ended Sept. 30, 2007.  The $397,000
increase in net cash used in operating activities was driven by
the payments of accounts payable and accrued expenses and
increases in grant revenue receivable.  Net cash used in investing
activities during the nine-month period ended Sept. 30, 2008,
amounted to $64,000 compared to $190,000 during the same period in
2007.  Of the amount used for investing activities in 2008,
$61,000 was invested in the prosecution of additional patents
compared to $90,000 in 2007.  In the comparable period of 2007,
$100,000 was used to purchase new equipment compared to $3,000 in
2008.

Net cash provided from financing activities during the nine-month
period ended Sept. 30, 2008, totaled approximately $6,570,000
compared to $17,314,000 in the first nine months of 2007.  In
2007, $1,486,000 was received from stock option and warrant
exercises compared to $212,000 in 2008.  In 2007, the company
realized proceeds from the sale of common stock and warrants
totaling $15,842,000 and $100,000 was borrowed under the terms of
the promissory notes payable to related parties.  In 2008, net
proceeds form the sale of common stock and warrants totaled
$6,369,000.

At Sept. 30, 2008, the company's balance sheet showed total assets
$7,205,945, total liabilities of $1,990,276 and stockholders'
equity of $5,215,669.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?3590

                        About Lpath Inc.

Headquartered in San Diego, California, Lpath Inc. (OTC BB: LPTN)
-- http://www.Lpath.com/-- is the category leader in bioactive-
lipid-targeted therapeutics, an emerging field of medical science
whereby bioactive signaling lipids are targeted for treating
important human diseases.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 22, 2008,
San Diego, Calif.-based LevitZacks expressed substantial doubt
about Lpath Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.

The auditing firm reported that the company has incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2008
and beyond.

The Troubled Company Reporter reported on June 13, 2008, that
Lpath Inc. disclosed a net loss of $5,078,181 on revenue of
$13,126 for the first quarter ended March 31, 2008, compared with
a net loss of $2,722,598 on revenue of $196,981 in the same period
last year.  At March 31, 2008, the company's consolidated balance
sheet showed $6,550,375 in total assets, $3,699,472 in total
liabilities, and $2,850,903 in total stockholders' equity.


M TEE ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: M TEE Enterprises, Inc.
        P.O. Box 2376
        DeSoto, TX 75123

Case No.: 08-36168

Petition Date: December 1, 2008

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

Judge: Stacey G. Jernigan

Debtors' Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: 972-991-5591
                  Email: eric@ealpc.com

Total Assets: $3,289,400

Total Debts:  $3,312,501

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

         http://bankrupt.com/misc/txnb08-36168.pdf


MACH DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mach Development & Custom Homes, LLC
        dba Mach Construction
        220 E. Ovilla Road, Suite 14
        Red Oak, TX 75154

Case No.: 08-36182

Petition Date: December 1, 2008

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

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: 972-991-5591
                  Email: eric@ealpc.com

Total Assets: $4,307,930

Total Debts:  $3,688,151

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

         http://bankrupt.com/misc/txnb08-36182.pdf


MASTIFF ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mastiff Enterprises, LLC
        1010 Red Wing Court
        Mansfield, TX 76063

Case No.: 08-45657

   Debtor-affiliate     Case Number   Date Filed
   ----------------     -----------   ----------
   Covers Etc., Inc.       08-45472     11/20/08
   Jaguar Plastics, LLC    08-45517     11/21/08

Petition Date: December 1, 2008

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

Judge: Russell F. Nelms

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: 972-991-5591
                  Email: eric@ealpc.com

Total Assets: $2,735,000

Total Debts:  $2,110,348

The Debtor identified its two largest unsecured creditors as:

       Audi Financial Service      $42,152
       Betsy Price, Tax Asses      $68,196


MCCLATHY COMPANY: Fitch Issues Report on Covenant Descriptions
--------------------------------------------------------------
Fitch Ratings has published a full 18-page report on The McClatchy
Company.  The report includes covenant descriptions, recovery and
pension analysis, an organizational debt diagram, changes to
revenue mix, and monthly revenue performance by element in
comparison to the industry.

McClatchy's ratings are:

  -- Issuer Default Rating (IDR) 'B-';
  -- Senior secured credit facility 'B+/RR2';
  -- Senior secured term loan 'B+/RR2';
  -- Senior unsecured notes/debentures 'CCC/RR6'.

The Rating Outlook is Negative.  The company has approximately
$2.1 billion of debt outstanding.

The ratings and Outlook of The McClatchy Company reflect the
continued declines in revenues that have been driving declines in
EBITDA and hindering the company's progress in de-levering.
Nearly all print advertising categories have experienced
significant declines.  There is limited visibility regarding the
likelihood, timeframe and magnitude of a potential reversal of
these negative trends.  Over the longer term, Fitch continues to
anticipate that McClatchy will be challenged to generate
meaningful and consistent revenue growth and remains cautious
regarding newspaper companies' prospects for capturing and
monetizing the significant volume of advertising dollars that are
migrating toward the Internet.

The ratings incorporate management's success in reducing costs
(including headcount reductions).  However, these cost reductions
have not yet been able to compensate for the revenue pressures.
Continued declines in revenues without offsetting expense
reductions that drove leverage near its covenant levels, cash burn
that materially eroded liquidity, or a change in risk tolerance
that was detrimental to creditors could have a negative affect on
the rating.


MERRILL LYNCH: DBRS Ups 8 Classes of Series 2003-Canada 11 Certs.
-----------------------------------------------------------------
On Nov. 18, 2008, Dominion Bond Rating Service upgraded the
ratings of eight classes of Merrill Lynch Financial Assets Inc.
Commercial Mortgage Pass-Through Certificates, Series 2003-
Canada 11:

   -- Class C to AAA from AA (low)
   -- Class D to AAA from BBB (high)
   -- Class E to AAA from BBB
   -- Class F to AAA from BB (high)
   -- Class G to AA from BB
   -- Class H to "A" from BB (low)
   -- Class J to BB (high) from B
   -- Class K to B (high) from B (low)

DBRS has confirmed the other classes in the transaction:

   -- Class A at AAA
   -- Class B at AAA
   -- Class X at AAA

All trends are Stable.

The upgrades follow the successful refinancing of 30 loans since
DBRS's last rating action in March 2008.  Since issuance, the pool
balance has been reduced by 84.9%.  The upgrades reflect the
quality of the loans that are maturing in the near future and
their ability to refinance, as well as the fact that one loan has
already defeased (7.5%).  Of the 11 loans currently in the pool,
five have recently reached their scheduled maturity dates.  Three
of these loans are expected to refinance by the December reporting
period, while the other two loans are executing extensions with
the servicer.

Of these two loans, the borrower of Prospectus ID#20 (Creekside
Centre, 10.7% of the pool balance) is working with a bank to
refinance the loan and will likely be granted an extension by the
servicer until Jan. 1, 2009, to accommodate the lender's proposed
schedule.  Meanwhile, Prospectus ID#29 (Lions Gate Business Park,
8.8%) matured in June 2008 and failed to finance because the
borrower had intended to sell the property, but the original sale
fell through.  Currently, the servicer is working with the
borrower to execute a loan extension.  The property is a 79,794-
square-foot industrial facility located in North Vancouver,
British Colombia.  As of YE2007, the subject reported a debt
service coverage ratio (DSCR) of 1.80 times and was 94% occupied.
Given that Vancouver's industrial market remains relatively stable
(the vacancy rate was 2.7% as of Q3 2008, according to Cushman &
Wakefield LePage), the loan's low exposure of $45 per square foot
and its full-recourse covenant, DBRS does not expect the
transaction to experience any significant losses from this loan.

To determine the upgrades, DBRS completed two applicable stress
tests for the remaining collateral.  The first scenario defaults
the non-defeased loans in the transaction that do not currently
have financing arrangements in place and applies a 40% principal
loss.  These assumptions would result in principal losses through
Class H and support the upgrades of Classes C through F to AAA.
For the second scenario, DBRS defaulted all non-defeased loans
that had a debt yield of less than 12.5% and did not have
financing in place.  This resulted in losses reaching Class K,
supporting the remainder of the upgrades.  Current market
conditions are likely to result in the borrowers needing extra
time to line up new debt.  Therefore, the loans may be outstanding
longer than their expected maturity dates.  This does not have an
impact on the ratings because bondholders will continue to receive
timely payments of interest if the loan maturity dates are
modified.

The transaction is concentrated in multi-family properties (60.5%
of the current pool balance) and geographically in the province of
Ontario (54.2% of the current pool balance).  The majority of the
loans are located in or near major Canadian metropolitan
statistical areas and are well balanced in terms of size, with
current balances ranging between $2.5 million and $5.2 million.
In the absence of any extensions, the final loan is scheduled to
mature in November 2009.


MERRILL LYNCH: S&P Changes Outlook on 'BB-' Ratings to Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications of its 'BB-' ratings on Merrill Lynch Financial
Assets Inc.'s BMCC corporate centre pass-through certificates
series 2000-BMCC and commercial mortgage pass-through certificates
series 2002-B2CP to developing from negative.

These actions follow the Nov. 26, 2008, CreditWatch revision of
the long-term corporate credit rating on Bell Canada (BB-/Watch
Dev/NR).

The mortgage loans backing these transactions are secured by
buildings that are 100% leased to Bell Canada.


MERRILL LYNCH: S&P Keeps 'BB+' Rating on Class F Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on two
classes of commercial mortgage pass-through certificates from
Merrill Lynch Mortgage Investors Inc.'s series 1997-C2.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.  Only
12 loans remain in the trust, and the limited pool constrains the
current ratings.

As of the Nov. 12, 2008, remittance report, the trust collateral
consisted of 12 mortgage assets with an aggregate principal
balance of $63.5 million, down from 147 loans totaling
$686.3 million at issuance.  The master servicer, Wachovia Bank
N.A., reported full-year 2007 financial information for 97% of the
loans in the trust.  Based on this information, S&P calculated a
weighted average debt service coverage of 1.31x, down from 1.37x
at issuance.  S&P reviewed property inspection reports provided by
the master servicer for all of the assets in the pool.  Two of the
properties were characterized as "fair," while the remaining
properties were characterized as "good."  There is one loan
($2.0 million, 3%) with the special servicer, CWCapital Asset
Management LLC, and one loan ($3.3 million, 5%) on the master
servicer's watchlist.  To date, the trust has experienced 18
losses totaling $21.3 million.

The Northlake Tower Festival loan ($15.0 million, 24%) is the
largest loan in the pool.  It is secured by a 321,623-sq.-ft.
retail shopping mall in Tucker, Georgia.  The property was built
in 1983.  Occupancy was 95% as of December 2007, compared with 99%
at issuance.  The year-end 2007 DSC was 1.24x, down from 1.44x at
issuance.  Bally Total Fitness occupies 8% of the property's net
rentable area.  Bally's lease is scheduled to expire in August
2009, and its intent to renew is not currently known.  The loan
has an upcoming anticipated repayment date of Dec. 1, 2009.

The Westover Plaza Shopping Center loan ($2.0 million, 3%) is the
only loan with the special servicer and is the eighth-largest
exposure in the pool.  It is secured by a 58,705-sq.-ft. retail
strip center built in 1987 in Hickory, North Carolina.  The asset
was transferred to CWCapital in June 2004.  Efforts to work out a
forbearance agreement with the borrower failed, and the special
servicer is now pursuing foreclosure.  The property was 40%
occupied as of September 2008.  At this time, S&P expects a
significant loss upon resolution.

There is one loan on the watchlist, Lima Plaza ($3.3 million, 5%),
that reported low DSC.  The loan is secured by a 154,637-sq.-ft.
shopping plaza built in 1960 in Lima, Ohio.  The asset has not
performed well since first-quarter 2006, when a significant
tenant, representing 28% of NRA, vacated its space when the lease
expired.  As a result, the property has been approximately 60%
occupied for the past several years, compared with 95% occupancy
at issuance.  There are currently no prospective tenants for the
vacant space.  The DSC was 1.31x at issuance, 0.75x at December
2007, and 0.65x at June 2008.

S&P stressed various assets in the mortgage pool as part of its
analysis, including the asset with the special servicer, the asset
on the watchlist, and other assets with credit issues.  The
resultant credit enhancement levels adequately support the
affirmed ratings.

                        Ratings Affirmed

        Merrill Lynch Mortgage Investors Inc.
  Commercial mortgage pass-through certificates series 1997-C2

        Class      Rating          Credit enhancement
        -----      ------          ------------------
        E          AA                        89.08
        F          BB+                       29.65


MERVYN'S LLC: Court Extends Ch. 11 Plan Deadline to Feb. 24, 2009
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Mervyn's LLC and its affiliates' exclusive period to file a
Chapter 11 plan to February 24, 2009 and their exclusive
solicitation period to March 26, 2009.

Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, submitted to the Court a certification
of no objection regarding the Debtors' Motion to Extend Exclusive
Periods.

Mark D. Collins, Esq., at Richards Layton, earlier hinted on
Mervyn's plan to pursue a Chapter 11 liquidation, instead of a
Chapter 7 liquidation.  "While the Debtors have acknowledged that
their estates could be administratively insolvent, [that]
administrative expense shortfall is subject to various events and
uncertainties, and could be narrowed or possibly eliminated
depending on the course of the liquidation and the value that the
Debtors are able to realize for their assets, including causes of
action.  Moreover, the DIP Agent has agreed to fund wind-down
expenses as they come due in accordance with an agreed budget,
such that, so long as receipts are in line with projections,
during the period covered by the Final Store Closing Sales, the
Debtors should be cash flow positive."

Mr. Collins said the Debtors are seeking an extension of their
Exclusive Periods, not for purposes of delay, but rather to
provide them with the necessary time and resources to liquidate
their assets in an orderly, efficient and cost-effective process
-- a process which all constituencies agree is best served in
Chapter 11 -- and then to determine whether a liquidating plan is
achievable.

"The smooth liquidation of the Debtors' tangible assets during
the next few months is critical to maximize value for all
creditors, and could enable the Debtors to file a viable
liquidating plan.  Thus, it is necessary to extend the Debtors'
Exclusive Periods to allow these assets sales to conclude in
Chapter 11, at which point, the Debtors can further evaluate
their status in consultation with the [Official Committee of
Unsecured Creditors] and other constituents," Mr. Collins stated.

                        About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyn's has 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

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


MERVYN'S LLC: To Sell Remaining Store Leases at Dec. 10 Auction
---------------------------------------------------------------
Mervyn's LLC said that notwithstanding its efforts to emerge from
Chapter 11 as a going concern, it has decided, after consultation
with advisors and creditor constituents, that closing all of the
remaining retail stores and liquidating its assets in an orderly
manner would maximize recovery for the estate.

Mervyn's and its affiliates had sought and obtained the U.S.
Bankruptcy Court for the District of Delaware's approval to
conduct store closing sales for their remaining retail locations
and to sell 26 of their leases for stores that were undergoing the
initial store closing sales.  The Debtors now seek the Court's
authority to sell or assign their interest in all of their
remaining leases.

A 10-page list of these Remaining Leases is available for free at:

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

Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates the Debtors have retained Hilco
Real Estate, LLC, to market and sell their Leases.  According to
Mr. Samis, Hilco will identify potential purchasers for the
leases and then provide marketing materials to the potential
purchasers.

The Bankruptcy Court has approved the proposed bidding procedures,
including a Dec. 10 auction for the Remaining Leases,
notwithstanding objections filed by key parties.

Roberta A. DeAngelis, acting United States Trustee for Region 3,
objected to the proposed sale procedures to the extent that the
Debtors seek approval of a break-up fee for a stalking horse
bidder before a stalking horse bidder being identified.  LaSalle
Bank National Association and Wells Fargo Bank, N.A., trustees
holding more than $300,000,000 in loans that are secured
by mortgages encumbering 39 real properties leased by the
Debtors, said the bidding procedures do not afford a sufficient
mechanism to protect their rights with respect to the Leases that
are their collateral, among other objectionable provisions.

A full-text copy of the Bankruptcy Court's order is available for
free at:

   http://bankrupt.com/misc/1069_973_Ord_SaleOfMiscellaneous.pdf

The Auction will be conducted on December 10, 2008, at 2:00 p.m.
(Eastern) at the offices of Morgan, Lewis & Bockius LLP, at 101
Park Avenue in New York.   The Debtors reserve the right to
reject any and all bids for a particular lease, remove any or all
of the Leases from the Auction and proceed with a private sale,
if it is determined that it will maximize value for their
estates.

The Bid Deadline is December 5, 2008, at 6:00 p.m. (Eastern).
Qualified Bids must be submitted to:

* the Debtors
* Richards, Layton & Finger, P.A.
* FTI Consulting
* Miller Buckfire & Co., LLC
* Morgan, Lewis & Bockius LLP
* DIP Agent's counsel Otterbourg, Steindler, Houston & Rosen PC
* Committee counsel, Cooley Godward Kronish LLP
* Hilco Real Estate, LLC
* Prepetition Second Lien Lenders counsel, Kirkland & Ellis LLP

The Uncontested Sale Hearing will be held on December 17, 2008,
at 2:00 p.m. (Eastern) while the Contested Sale Hearing will be
held on December 23, 2008, at 2:00 p.m. (Eastern).

                        About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyn's has 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

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


MERVYN'S LLC: Rejects Leases to 22 Closing Stores
-------------------------------------------------
Mervyn's LLC and its affiliates notify the U.S. Bankruptcy Court
for the District of Delaware that they want to reject their lease
agreement with WM Inland Adjacent LLC, for Inland Center, Store
No. 335, located at 500 Inland Center Drive, San Bernardino,
California.  The Debtors intend to abandon the personal property
remaining in the Inland Lease.  The Debtors want the rejection to
be deemed effective nunc pro tunc to October 29, 2008.  A list of
the properties to be abandoned is available for free at:

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

In a separate notice, the Debtors notify the Court that they seek
to reject 22 unexpired Leases:

Store No.  Store Name          Landlord
---------  ----------          --------
   11       Antioch             DDR MDT MV Antioch LP
   29       Sparks              Sparks Center Associates
   69       Village Square      The Macerich Company
   73       Fairfield           DDR MDT MV Antioch LP
  100       Carson City         DDR MDT MV Antioch LP
  140       Ingram Park         DDR MDT MV Antioch LP
  142       South Park Mall     B&B South Park Mall LLC
  150       Lubbock             The Macerich Company
  153       Canoga Park         The Macerich Company
  157       Midland             The Macerich Company
  220       Boise               General Growth Properties Inc.
  261       Scottsdale          DeRito Pavilions 140 LLC
  263       Palm Desert         Dennis Fields
  272       North Star Mall     General Growth Properties, Inc.
  276       Livermore           The Macerich Company
  290       Silver Creek Plaza  DDR MDT MV Antioch LP
  291       Foothill Ranch      DDR MDT MV Antioch LP
  292       Laguna Nigel        Dennis Fields
  298       Thousands Oaks      The Macerich Company
  318       Reno                DDR MDT MV Antioch LP
  319       South Las Vegas     DDR MDT MV Antioch LP
  333       Phoenix             Carlyle/Smith-Cypress 35th
                                Avenue, LLC

The Debtors say they intend to abandon miscellaneous furniture,
fixtures, and equipment remaining in the premises.

                           Objections

In separate pleadings, Key Equipment Finance Inc., Huntington
National Bank, The Fifth Third Leasing Company, and IDB Leasing,
Inc., do not consent to the sale or any disposition of their
collateral.  They assert that they should be given a reasonable
opportunity to make arrangements for the removal of any of their
collateral.  Moreover, they request that the abandoned property
should be turned over to them.

The Macerich Company does not object to the rejection of the
Lease, so long as (i) the premises is turned over to it as
required by the Lease, (ii) all property owned by the Debtors is
removed from the premises, and (iii) all postpetition rent and
related charges due and owing under the Lease are paid.

                        About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyn's has 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

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


MODERN METAL: Declining Auto Demand Blamed for Chapter 11 Filing
----------------------------------------------------------------
Modern Metal Products Co. filed a voluntary petition under Chapter
11 of the Bankruptcy Code in the United States Bankruptcy Court
for the Northern District of Illinois to liquidate its assets due
to the effects of declining demand, Erick Larson of Bloomberg News
reports.

President and sole director of the company, David L. Ewing,
relates that the U.S. automotive supply industry has experience a
general downturn due to:

   -- plummeting vehicle sales for domestic automobile
      manufacturers, especially SUVs;

   -- rising costs of raw materials combined with pressure from
      manufacturers to cut prices for parts;

   -- competition from markets abroad where labor costs are
      lower; and

   -- declining credit market which makes it difficult to have
      cash on hand to survive the net 30-day payment from
      delivery.

There has been a reduction of its liquidity position and several
of the automobile makers substantially reduced their parts
requirements, the Debtor lamented.

The Debtor said it retain Crossroads Management Group LLC, as
financial and business advisors, to probe sources of debt or
equity investment capital, negotiate with the company's bank,
secure more favorable payment terms, and assist to sell all parts
of the company's business.

According to Mr. Larson, the company posted $34.6 million in
assets and $43.6 million in debts in its filing.  The company said
it has $55.2 million in assets and $44.0 in debts as of June 30,
2008.  The company generated about $73.2 million in net sales and
incurred $2.5 million in net loss for the year ending June 30,
2008, compared to $73.5 million in net sale and $3.5 million in
net loss for the same period a year ago.

The company said that it has secured up to $12.5 million in
financing from JPMorgan Chase & Co. owing as much as
$10.3 million, Mr. Larson says.  Customers Lear Corp., Johnson
Controls Inc. and Magna International Inc. said the allowed the
company to continue to make certain auto parts as it liquidate its
assets but subject to court approval, he adds.

                        About Modern Metal

Headquartered in Loves Park, Illinois, Modern Metal Products
Co. --  http://www.modernmetal.net/-- makes automotive parts.
The company provides other services including stamping, fine
blanking, assembly and leading-edge design.  The company is owned
by Gartland Whalley & Barker Plc, a unit of Gartland Bidco Ltd.,
and has about 245 employees at three plants in the state.


MODERN METAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Modern Metal Products Co.
        dba The Homer D. Bronson Co.
        dba H.D. Bronson Co.
        dba Northern Illinois Metal Finishing
        726 Beacon Street
        Loves Park, IL 61111
        Tel: (815) 877-9571

Bankruptcy Case No.: 08-73908

Type of Business: The Debtor makes automotive parts.  It provides
                  other services including stamping, fine
                  blanking, assembly and leading-edge design.

                  See: http://www.modernmetal.net/

Chapter 11 Petition Date: December 1, 2008

Court: Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: R. Scott Alsterda, Esq.
                  rsalsterda@uhlaw.com
                  Ungaretti & Harris LLP
                  3500 Three First National Plaza
                  Chicago, IL 60602
                  Tel: (312) 977-9203
                  Fax: (312) 977-4405

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Korean Modern Metal Co. Ltd.   purchased parts   $1,183,336
#155 Chogok-RI, Jangma-Myeon   for finished
Changnyeong-gun                goods
Gyeongsangnam-do
South Korea
Tel: 055-5213081

Lexington Steel                steel coils       $727,052
1998 Reliable Parkway
Chicago, IL 6686
Tel: (708) 325-1911

Shanghai Winner Science        purchased parts   $597,177
Room 602, Building 4           for finished
257 Land, Dalian West Road     goods
Shanghai, China 200081
Tel: 011-86-136-019-121-04

Precision Resource             Feinblanking and  $564,604
PO Box 99850                   Broaching
Chicago, IL 60696-7650

Joseph T. Ryerson & Son        Stainless Steel   $417,684
                               Sheet

GFM Corporation                feinblanking      $358,420

Virtual Engineering            outside           $342,355
                               engineering costs,
                               sales
                               representative
                               commissions

Samuel Specialty Metals        raw steel         $245,594

Coilplus-Connecticut           cold rolled steel $183,688

International Manufacturing    premises and      $180,649
Solution                       shelter services
                               agreement

O'Neal Fla6t Rolled Metals     raw steel         $162,363

Vision Plastic Inc.            plastic and       $157,911
                               insert parts

Spring Dynamics Inc.           clock springs     $145,644

Pearson Fastener               cold headed parts $139,817

Steel Technologies             steel coils       $138,902

Endpoint Inc.                  Chemicals for     $129,197
                               NIMF

Manufacturas Estampadas SA     contract metal    $128,104
                               stamping

TSM Inc.                       tool building     $93,968

Rockford Tool & Mfg. Co.       tool room         $90,197
                               supplies

Applied Tech Industries        outside coasting  $65,751

The petition was signed by David Ewing, the company's president.


MORGAN STANLEY: DBRS Changes Trend of Four Classes to Negative
--------------------------------------------------------------
On Nov. 13, 2008, Dominion Bond Rating Service changed the trend
of Classes L through O of the Morgan Stanley Capital I Trust,
Series 2007-TOP25 transaction to Negative from Stable.  The
remaining classes have been confirmed.

The change reflects the negative outlook for two large retail
loans (Village Square and Town Square Shopping Center -
Schererville) that, combined, represent 5.4% of the pool.  The
Village Square loan, located in Las Vegas, has experienced a
decline in occupancy since issuance, which has reduced the
property's revenue.  Given the state of the local Las Vegas
market, DBRS believes the property will have difficulty increasing
occupancy and servicing its debt obligations in the near term.  At
the same time, Town Square Shopping Center - Schererville (located
approximately 33 miles from Chicago's central business district)
is anchored by Linens 'n Things, which recently filed for
bankruptcy, and the loan may be further affected by corresponding
co-tenancy clauses relating to the anchor.

Overall, seven loans have been added to the DBRS HotList, five of
which are secured by retail assets.  These loans have begun to
experience declining performance as a result of the current
economy and going forward, DBRS expects additional retail
properties in the transaction will report declines in occupancy
and net cash flow.  In total, the transaction has significant
retail exposure, with 69 retail properties representing 41.7% of
the current pool balance.  Currently, there are no delinquencies
within the transaction, but DBRS will continue to monitor the
pool's retail exposure closely through its global Monthly CMBS
Surveillance Report.

The majority of the remaining loans in the transaction have
maintained stable performance since issuance, reporting a
weighted-average debt service coverage ratio (WADSCR) of 1.67
times (x) (on a whole-loan and principal and interest (P&I)
basis).  There has also been little change in the pool's
underlying collateral since issuance as 203 of the original 204
loans remain after one small loan (0.2% of the pool balance at
issuance) prepaid from the pool in September 2008.  As of October
2008, the transaction has a total balance of $1,539,132,884,
representing a cumulative collateral reduction of 1.0% since
issuance.

The transaction has six investment-grade shadow-rated loans
(totaling 5.9% of the pool).  These shadow ratings are associated
with the following loans: The London NYC Hotel Land Interest (1.8%
of the pool), 24 Fifth Avenue Coop (1.0% of the pool), Gracie
Gardens Coop (0.9% of the pool) and York Towers Coop (0.6% of the
pool), all shadow-rated at AAA, and Huron Estates (1.1% of the
pool) and Novi Meadows (0.6% of the pool), both shadow-rated at
BBB (low).  These loans continue to exhibit strong performance in
line with their shadow ratings.

   Debt Rated                  Rating Action   Rating   Trend
   ----------                  -------------   ------   -----
Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class A-1   Confirmed       AAA      Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class A-2   Confirmed       AAA      Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class A-AB  Confirmed       AAA      Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class A-3   Confirmed       AAA      Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class A-1A  Confirmed       AAA      Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class A-M   Confirmed       AAA      Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class A-J   Confirmed       AAA      Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class B     Confirmed       AA       Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class C     Confirmed       AA(low)  Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class D     Confirmed       A        Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class E     Confirmed       A(low)   Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class F     Confirmed       BBB(high)Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class G     Confirmed       BBB      Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class H     Confirmed       BBB(low) Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class J     Confirmed       BB(high) Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class K     Confirmed       BB       Stb

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class L     Trend Change    BB(low)  Neg

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class M     Trend Change    B(high)  Neg

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class N     Trend Change    B        Neg

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class O     Trend Change    B(low)   Neg

Commercial Mortgage
Pass-Through Certificates,
Series 2007-TOP25, Class X     Confirmed       AAA      Stb


MOULIN ROUGE: Foreclosures & Funding Woes Force Ch. 11 Filing
-------------------------------------------------------------
Tim O'Reiley Las Vegas Business Press reports that foreclosure
actions against Moulin Rouge Properties LLC and the lack of
sources for fresh funding led to the company's Chapter 11 filing.

According to Las Vegas Business, CapSource scheduled a foreclosure
sale hours before Moulin Rouge filed for Chapter 11 protection,
for investors who had loaned Moulin Rouge about $2.5 million.  On
behalf of investors in two mortgages totaling $20 million, Olympic
Coast Investment also "set in motion the machinery" for a
foreclosure on Dec. 3, the report says.

Las Vegas Business relates that Republic Urban Properties was
disclosed earlier this year as the lead financier of the latest
version of Moulin Rouge's redevelopment plan for a 15.5-acre site
along West Bonanza Road.  Republic Urban, states the report,
hasn't pushed to collect the $13 million Moulin Rouge owes it.

Moulin Rouge, Las Vegas Business reports, has other unpaid bills
to law firms, contractors, the city's water department, and
individuals who made loans totaling to $3.5 million, most of which
were unsecured.  The city's Neighborhood Services Department
required Moulin Rouge to submit a cleanup play by year-end,
because the company is dilapidated.

Las Vegas Business reports that Moulin Rouge is also a lawsuit by
investor James Whisenant in a district court, after failing to
repay $200,000 in loans.  Moulin Rouge, states Las Vegas Business,
borrowed the money in July 2007.  The report says that the terms
called for repayment in one month with $80,000 interest, a
$100,000 initial default fee for missing the deadline and on-going
late penalties of more than $2,800 a day.

Moulin Rouge manager Dale Scott said that he has talked to
numerous lenders that would lead to the company's bankruptcy exit
by the middle of 2009, according to Las Vegas Business.  Mr. Scott
admitted that major institutions have refused funding the project
because it was too high a risk.  The report says that Moulin Rouge
was in a part of town dominated by low-income housing and
industrial firms.  Mr. Scott said that he is turning to private
investors who are more willing to take a chance in an area with
relatively low land prices, the report states.

Mr. Scott, Las Vegas Business relates, said that Moulin Rouge's
buildings was appraised earlier this year at $74.4 million, partly
due to zoning changes and an unrestricted gaming license the
company acquired from the brief period that it was open.
According to the report, part of the property along McWilliams
Avenue had been residential but now has commercial zoning.

                       About Moulin Rouge

Las Vegas, Nevada-based Moulin Rouge Properties LLC filed for
Chapter 11 protection on Nov. 17, 2008 (Bankr. D. Nev. Case No.
08-23629).  Damon K. Dias, Esq., at Dias Law Group, Ltd.,
represents the company in its restructuring effort.  The company
listed assets of $50 million to $100 million and debts of
$10 million to $50 million.


NEXSTAR BROADCASTING: Amends Employment Agreement with CEO Sook
---------------------------------------------------------------
Nexstar Broadcasting Group, Inc., pursuant to authorization from
its Compensation Committee, entered into an addendum on November
13, 2008, to its Executive Employment Agreement with Perry A.
Sook, the company's President and Chief Executive Officer, dated
as of January 5, 1998, as amended.

The addendum extends the term of Mr. Sook's employment with the
company until December 31, 2011, with automatic renewal provided
for successive one-year periods, subject to earlier termination
under specified circumstances.

The amendment modifies Mr. Sook's base salary:

                 Period                             Base Salary
                 ------                             -----------
From January 1, 2008 until December 31, 2008           $750,000
From January 1, 2009 until December 31, 2009           $900,000
From January 1, 2010 until December 31, 2010           $950,000
From January 1, 2011 until December 31, 2011         $1,000,000

In addition, Mr. Sook will be eligible to receive an annual bonus
based on, among other things, whether the company achieved the
economic targets established by the Compensation Committee for a
particular fiscal year and whether Mr. Sook achieved the personal
goals established for him by the Compensation Committee for that
fiscal year:

                 Period                                  Bonus
                 ------                                  -----
From January 1, 2008 until December 31, 2008           $375,000
From January 1, 2009 until December 31, 2009           $450,000
From January 1, 2010 until December 31, 2010           $475,000
From January 1, 2011 until December 31, 2011           $500,000

The addendum makes certain modifications to the covenant not to
compete provision in the Employment Agreement in light of recent
developments in Texas law governing non-compete provisions.  Under
the Employment Agreement, Mr. Sook will not be allowed to compete
with the company and its business during his employment with the
company or for a one-year period thereafter.

Finally, the addendum provides that all claims under the
Employment Agreement will be resolved in binding arbitration
conducted in Dallas, Texas, according to the Commercial
Arbitration Rules of the American Arbitration Association.  All
other terms and conditions of the Employment Agreement remain
unchanged.

The company has agreed to pay to Mr. Sook an amount equal to
$350,000 upon signing of the addendum.

                    About Nexstar Broadcasting

Headquartered in Irving, Texas, Nexstar Broadcasting Group Inc.
(NASDAQ:NXST) -- http://www.nexstar.tv/-- is a television
broadcasting company focused on the acquisition, development and
operation of television stations in medium-sized markets in the
United States.  As of Dec. 31, 2007, the company owned and
operated 32 stations, and provided sales or other services to an
additional 17 stations that are owned by Mission Broadcasting,
Inc. and other entities.  In 17 of the 29 markets that Nexstar
serves, it owns, operates, programs or provides sales and other
services to more than one station.  The stations that Nexstar
owns, operates, programs or provides sales and other services to
are in markets located in New York, Pennsylvania, Illinois,
Indiana, Missouri, Texas, Louisiana, Arkansas, Alabama, Montana
and Maryland.

                          *     *     *

As disclosed in the Troubled Company Reporter on July 4, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nexstar Broadcasting Group Inc. to 'B-' from 'B' and
removed the ratings from CreditWatch, where they were placed with
negative implications on April 11, 2008.  At the same time, S&P
lowered the ratings on the company's senior secured credit
facilities to 'B+' from 'BB-', and the rating on its unsecured
debt to 'CCC' from 'CCC+'.  The outlook is stable.


NEXSTAR BROADCASTING: Officers Disclose Shares Purchases
--------------------------------------------------------
Various officers and directors of Nexstar Broadcasting disclosed
in separate filings with the Securities and Exchange Commission
their ownership of the company's class A common stock.

President and CEO Perry A. Sook raised his stake to 1,850,000
shares after acquiring 100,000 shares at $0.6954 in a November 18
deal.  The shares of Class A Common Stock were purchased by PS
Sook Ltd., which Mr. Sook and his spouse are the beneficial
owners.

According to Mr. Sook, the total amount of shares of Class A
Common Stock includes previously acquired options to purchase
1,200,000 shares of Class A Common Stock (which have not been
exercised) and previously acquired 387,087 shares of Class B
Common Stock, which are convertible into Class A Common Stock on a
one-for-one basis (which have not been converted).

Matthew E. Devine, Nextar's CFO and executive vice president,
raised his stake to 648,100 after acquiring 35,600 shares for
$0.4926 in a November 20 deal.  Mr. Devine acquired 50,000 for
$0.6432 a share in a November 19 deal.  He got 25,000 shares for
$0.75 a share on November 17.  He got 25,000 shares for $1.3043 on
November 12.

Brian Jones, Nextar's EVP and Co-Chief Operating Officer, acquired
10,000 shares for $0.5 a share in a November 20 transaction, thus
increasing his stake to 10,500 shares.

Christopher Manson, Nextar's vice president of news, disclosed his
acquisition of 100 company shares on November 26 for $0.79 a
share.

Richard Stolpe, VP of engineering at Nexstar, obtained 21,000
shares on November 21 for $0.66 a share, to up his stake to
22,085.  Mr. Stolpe also bought shares 1,000 shares in a
November 20 deal.

Vice president Shirley E. Green got 10,000 shares on November 17
at $0.86 a share to increase her stake to 83,497.

Adrian Giuhat, Nexstar's SVP and chief technology officer, raised
his stake to 10,000 shares after getting 1,000 shares for $0.95
apiece on November 14.  He got 6,000 shares at $0.96 a share on
November 12.

Blake Russell, VP for Marketing, obtained 5,000 at $0.96 apiece,
on November 12.

Director Erik Brooks upped his stake to 30,500 shares after
acquiring 5,000 shares -- at $0.7 a share -- in a November 25
deal.  Mr. Brooks also acquired 5,000 shares -- for $0.75 a share
-- in a November 17 deal. He got 3,500 shares on November 14 at
$0.99 a share.

Director Jay M. Grossman acquired 40,000 shares at $0.65 a share
to raise his stake to 100,000 shares.

As of October 31, 2008, the company had outstanding 15,013,839
shares of Class A Common Stock and 13,411,588 shares of Class B
Common Stock.

                    About Nexstar Broadcasting

Headquartered in Irving, Texas, Nexstar Broadcasting Group Inc.
(NASDAQ:NXST) -- http://www.nexstar.tv/-- is a television
broadcasting company focused on the acquisition, development and
operation of television stations in medium-sized markets in the
United States.  As of Dec. 31, 2007, the company owned and
operated 32 stations, and provided sales or other services to an
additional 17 stations that are owned by Mission Broadcasting,
Inc. and other entities.  In 17 of the 29 markets that Nexstar
serves, it owns, operates, programs or provides sales and other
services to more than one station.  The stations that Nexstar
owns, operates, programs or provides sales and other services to
are in markets located in New York, Pennsylvania, Illinois,
Indiana, Missouri, Texas, Louisiana, Arkansas, Alabama, Montana
and Maryland.

                          *     *     *

As disclosed in the Troubled Company Reporter on July 4, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nexstar Broadcasting Group Inc. to 'B-' from 'B' and
removed the ratings from CreditWatch, where they were placed with
negative implications on April 11, 2008.  At the same time, S&P
lowered the ratings on the company's senior secured credit
facilities to 'B+' from 'BB-', and the rating on its unsecured
debt to 'CCC' from 'CCC+'.  The outlook is stable.


NEXSTAR BROADCASTING: Sept. Balance Sheet Upside-Down By $144MM
---------------------------------------------------------------
Nexstar Broadcasting Group, Inc., reported in a November 10, 2008,
regulatory filing with the Securities and Exchange Commission that
net revenue for the quarter ended September 30, 2008, grew 9.0% to
$70.3 million compared to $64.5 million in the third quarter of
2007.  Broadcast cash flow totaled $27.3 million in the third
quarter of 2008 compared with $22.8 million for the same period in
2007.  EBITDA totaled $23.1 million for the third quarter of 2008,
compared to $19.7 million in the third quarter of 2007.

According to the company's Form 10-Q, as of September 30, 2008,
the company's balance sheet shows $665.2 million in total assets,
$809.5 million in total liabilities, resulting in $144.3 million
in stockholders' deficit.

Perry A. Sook, Chairman, President and Chief Executive Officer of
Nexstar Broadcasting, commented, "Nexstar's third quarter net
revenue growth of 9.0% demonstrates that we continue to outpace
the industry.  Revenue growth was driven by strong year-over-year
increases in political, retransmission consent and eMedia revenues
which offset the softness of traditional television advertising
spending in our markets.  These results were delivered despite the
effects of Hurricane Ike, which disrupted the operations of our
Southeast Texas and Louisiana properties for much of the month of
September.

"Third quarter 2008 gross revenue of $78.8 million included
approximately $7.8 million of political advertising revenue. The
company's stations captured a significant share of the political
advertising spending in our markets, which we believe highlights
the strong appeal of our high quality local news programming.

"Third quarter 2008 retransmission consent revenue grew 37.8% from
year-ago levels to $6.2 million, eMedia revenue rose 62.6% to $2.7
million, and the company's stations captured over $4.0 million of
Summer Olympics-related advertising revenue. Our high margin
digital revenue streams are expected to continue to grow
throughout fourth quarter and 2009 as we renegotiate expiring
retransmission consent agreements, enter into agreements with new
providers in our markets and benefit from new products and
partnerships being added to our eMedia platform.

"Third quarter and year-to-date cap ex spending was approximately
$10.0 million and $18.1 million, respectively. Capital
expenditures for digital conversions were $13.5 million through
September 30, 2008. However, with most of our spending on digital
television upgrades being completed in 2008, we expect to be well
positioned to generate significant free cash flow in 2009."

Mr. Sook added, "Given the current environment, we are focused on
aggressively controlling our costs, while continuing to grow our
eMedia platform, complete our digital build out and reduce our
outstanding debt.

"As our recently announced acquisition of KWBF-TV in Little Rock,
Arkansas indicates, we are prepared to selectively grow the
company by adding to our station portfolio. This opportunistic and
strategic transaction is both accretive to our shareholders and
helps de-lever our company."

The company's total net debt at September 30, 2008, was $654.6
million, compared to $665.0 million at December 31, 2007.  The
total net debt consists of $354.0 million of bank debt, $198.2
million of senior subordinated 7% notes, $36.2 million of senior
subordinated 12% PIK notes and $77.8 million of 11.375% senior
discount notes, less cash on hand of $11.6 million.

In September 2008, Nexstar repurchased $5.3 million of the 11.375%
notes in accordance with the terms of the company's sale of the
senior subordinated PIK notes.  This payment was funded with cash
generated from operations.

As defined in the company's credit agreement, consolidated total
net debt was $618.4 million at September 30, 2008. The company's
total leverage ratio at September 30, 2008 was 6.55x compared to a
permitted leverage covenant of 6.75x.

Total interest expense in the third quarter of 2008 was $11.6
million, compared to $13.8 million for the same period in 2007.
Cash interest expense for the third quarter of 2008 was $9.9
million, compared to $10.1 million for the same period in 2007.

A full-text copy of Nexstar's Form 10-Q filing for the period
ended September 30, 2008, is available at no charge at:

              http://ResearchArchives.com/t/s?35a3

Headquartered in Irving, Texas, Nexstar Broadcasting Group Inc.
(NASDAQ:NXST) -- http://www.nexstar.tv/-- is a television
broadcasting company focused on the acquisition, development and
operation of television stations in medium-sized markets in the
United States.  As of Dec. 31, 2007, the company owned and
operated 32 stations, and provided sales or other services to an
additional 17 stations that are owned by Mission Broadcasting,
Inc. and other entities.  In 17 of the 29 markets that Nexstar
serves, it owns, operates, programs or provides sales and other
services to more than one station.  The stations that Nexstar
owns, operates, programs or provides sales and other services to
are in markets located in New York, Pennsylvania, Illinois,
Indiana, Missouri, Texas, Louisiana, Arkansas, Alabama, Montana
and Maryland.

                          *     *     *

As disclosed in the Troubled Company Reporter on July 4, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nexstar Broadcasting Group Inc. to 'B-' from 'B' and
removed the ratings from CreditWatch, where they were placed with
negative implications on April 11, 2008.  At the same time, S&P
lowered the ratings on the company's senior secured credit
facilities to 'B+' from 'BB-', and the rating on its unsecured
debt to 'CCC' from 'CCC+'.  The outlook is stable.


NORBORD INC: DBRS Comments on Financial Initiatives
---------------------------------------------------
On Nov. 11, 2008, Dominion Bond Rating Service commented on the
initiatives by Norbord Inc. to strengthen its capital structure,
including a C$$240 million rights offering and the suspension of
its C$0.10 quarterly dividend.  Norbord has also confirmed that it
has reached an agreement with its lenders to renew bank line terms
to provide for, among other matters, an extension until 2011.  In
connection with the rights offering, Norbord has entered into a
Standby Purchase Agreement with Brookfield Asset Management Inc.
(Brookfield), whereby Brookfield has agreed to exercise all the
rights it receives and to purchase any units not otherwise
subscribed for by other shareholders of the Company. The net
proceeds from the rights offering will be used to repay all
amounts owing under the company's existing
$100 million term debt facility with Brookfield, which will save
the Company approximately $8 million per year in interest, and to
repay certain other amounts under the company's revolving bank
lines.  The dividend suspension will save the company
approximately $56 million annually, based on the exchange rate in
effect at the end of the third quarter 2008.

The company's bank lines will be extended to May 2011 and the
financial covenants that Norbord must comply with on a quarterly
basis will be amended to a minimum tangible net worth of
$250 million and maximum net debt to total capitalization, book
basis of 70%.  The aggregate bank line commitment will be
$205 million.  Following the use of the proceeds of the rights
offering to repay the $75 million owing under the company's term
debt facility with Brookfield, that facility will be amended in
the same manner as the revolving bank lines and remain available
to Norbord through June 2011 in the amount of $50 million.

Norbord's third quarter liquidity, consisting of cash and cash
equivalents, unutilized bank lines and the unutilized term debt
facility, would be approximately $300 million when adjusted for
the receipt and use of proceeds from the rights offering.

Norbord's initiatives to strengthen its capital structure is a
positive development in that it provides the company with
significant additional financial flexibility, but is not material
enough to affect the rating.  DBRS currently rates Norbord's
Senior Unsecured Notes and its Debentures at BB (high) with a
Negative trend. Norbord's operating performance is highly exposed
to the residential housing market in the United States, and the
current credit crisis and low consumer confidence is expected to
delay a recovery into 2010.  In the interim, the company's
financial performance is expected to remain weak.  On a positive
note, the company is the low-cost producer in North America and
should be the first to reach positive operating margins as prices
rise in the next housing market recovery.


NORTHWEST AIRLINES: AFA-CWA Sues Over Seniority List Integration
----------------------------------------------------------------
The Association of Flight Attendants-Communication Workers of
America has filed a lawsuit before the U.S. District Court in
Washington on November 21, 2008, against Delta Air Lines, Inc.,
to block the carrier from starting to integrate its flight
attendants' seniority list with that of Northwest Airlines
Corporation, before Delta FAs can vote on union representation,
the Atlanta Journal Constitution said.

Delta has formed employee committees to represent its flight
attendants and ground employees on the seniority integration
process following its merger with Northwest, which closed on
October 29, 2008.

The Merger allowed employees at the combined Company -- including
flight attendants -- to vote on whether to unionize, AJC noted.

Northwest's 8,000 flight attendants are represented by the AFA-
CWA, while Delta's 14,000 flight attendants are not unionized.

Delta has continued direct relationship with its flight attendants
since only 5,306, or almost 40%, of its eligible FAs voted from
April 23 through June 3, 2008, in favor of AFA-CWA's union
representation, as opposed to the "50 percent plus one" turnout
required for certification by the National Mediation Board.  AFA-
CWA cited Delta management's "voter suppression" efforts as a
critical factor in the outcome, and filed in June 2008, formal
interference charges with the NMB against the carrier.

AJC noted that in the Washington lawsuit, AFA-CWA argued that it
has not yet filed its application with the NMB seeking a single
carrier determination that would prompt a union representation
vote.  Similarly, Delta has not yet obtained a single operating
certificate from the Federal Aviation Administration -- deeming
Delta's seniority integration efforts as "premature actions
[that] are designed to undermine AFA," AFA-CWA said.

AFA-CWA stated that in carrying out the seniority integration
process before the union representation vote, "Delta seeks to
force AFA to take a position which may benefit pre-merger
Northwest flight attendants to the detriment of the unrepresented
Delta work force and thereby influence the unrepresented Delta
flight attendants in an effort to induce them not to vote for AFA
in the event of a representation dispute."

Delta maintained that flight attendants would benefit more from
the Company's "fair and equitable" seniority integration process.

AFA-CWA says that its seniority integration -- based on "date of
hire" -- would work better.

AFA-CWA's position is "wrong as a matter of law and does not
serve the interest of [the] combined flight attendant group,"
Delta spokesman Kent Landers stated.

"Resolving seniority and representation issues promptly will
allow all employees to more quickly benefit from the merger,"
Betsy Talton told The Associated Press, on behalf of Delta.

Seniority with respect to flight attendants is critical because,
among other things, it determines the flights and trips they get.


NORTHWEST AIRLINES: Non-Union Workers Get Bigger Pay Raise
----------------------------------------------------------
Subsequent to the merger of Delta Air Lines, Inc. and Northwest
Airline Corporation on October 29, 2008, employees of the
Combined Company will be given pay raises of 3% to 4% on
January 1, 2009, except for those covered by union contracts --
which makes up 80% of Northwest's workforce, TradingMarkets.com
reported.

Pursuant to contracts, union-represented workers at both
airlines, will receive pay increases ranging from 1% to 1.5%
starting January 1, 2009, the report added.

In a memo to Delta employees dated November 11, 2008, Delta and
Northwest officials said that the Combined Company "provide[s]
industry-standard pay with opportunities for additional
compensation through programs that allow us to pay you at the top
of the industry when we run a great airline for our customers and
when we earn top tier profits."

According to the report, Delta chief executive officer Richard
Anderson pointed out that Delta is not allowed to apply its pay
policies to Northwest's unionized employees until labor issues
are resolved at Northwest.

On behalf of Northwest flight attendants, union president Kevin
Griffin argued that the FA contract "does not . . . [prohibit] a
pay increase to unionized flight attendants."

In a letter addressed to Mr. Anderson, Mr. Griffin wrote that a
successful integration entails the "[inclusion] of all employees
in the process, without using . . . divisive tactics that have
failed in previous mergers."


PARCS MASTER: S&P Withdraws 'BB' Rating on 2006-2 Anzio Trust
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' rating on the
trust units issued by PARCS Master Trust's series 2006-2 Anzio, a
synthetic collateralized debt obligation of investment-grade
corporate bonds transaction.

The rating withdrawal follows the complete redemption of the units
on Sept. 19, 2008.

                         Rating Withdrawn

                        PARCS Master Trust
                       Series 2006-2 Anzio

                    Rating                  Balance (million)
                    ------                  -----------------
Class           To          From          Current      Previous
-----           --          ----          -------      --------
Trust units     NR          BB               0.00        $50.00

                        NR - Not rated.


PARCS MASTER: S&P Withdraws 'BB' Rating on 2006-5 Kodiak Trust
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' rating on the
trust units issued by PARCS Master Trust's series 2006-5 Kodiak, a
synthetic collateralized debt obligation of investment-grade
corporate bonds transaction.

The rating withdrawal follows the complete redemption of the units
on Sept. 19, 2008.

                          Rating Withdrawn

                         PARCS Master Trust
                        Series 2006-5 Kodiak

                    Rating                  Balance (million)
                    ------                  -----------------
Class           To          From          Current      Previous
-----           --          ----          -------      --------
Trust units     NR          BB               0.00        $50.00

                         NR - Not rated.


PELICAN BAY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Pelican Bay Development LLC
        3416 Pebble Beach Drive
        Farmers Branch, TX 75234

Case No.: 08-36249

Petition Date: December 1, 2008

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

Judge: Stacey G. Jernigan

Debtors' Counsel: Brandon E. Lane, Esq.
                  Sammons & Lane, P.C.
                  3304 S. Broadway, Suite 205
                  Tyler, TX 75701
                  Tel: 903-597-0862
                  Fax: 903-526-4953
                  Email: brandonlane@sammonslawfirm.com

Total Assets: $1,259,707

Total Debts:  $862,000

The Debtor does not have creditors who are not insiders.


PEOPLE'S CHOICE: Inks Deal with WaMu to Settle $2.6-Mil. Claim
--------------------------------------------------------------
Judge Robert N. Kwan of the United States Bankruptcy Court for the
Central District of California, Santa Ana Division, approved a
settlement agreement between Washington Mutual Bank and the
Liquidating Trust of People's Choice Home Loan, Inc., settling
WaMu Bank's Claim No. 406 for $2,600,000 plus security interests
with respect to a certain Flexible Early Repurchase Facility and
Security Agreement.

Judge Kwan presides over the bankruptcy cases of People's Choice
and its affiliates currently pending in the California Bankruptcy
Court.

In June 2006, People's Choice entered into the Flex Agreement
with Concord Minutemen Capital Company, LLC, and the Security
Agreement dated February 12, 2007, with People's Choice Funding
Corporation.  WaMu Bank, as Concord's successor-in-interest to
the Flex Agreement and the Security Agreement, alleged that the
Agreements created in favor of Concord a security interest in
$13,000,000 of the $25,517,666 federal tax refund requested by
People's Choice from the United States government.  In February
2007, People's Choice received the Tax Refund proceeds, of which
$5,000,000 was paid to WaMu before March 2007.

As of March 20, 2007, People's Choice maintained these accounts
for WaMu Bank, each of which the Bank asserts is subject to its
right of set-off:

     Account No.                   Amount
     -----------                   ------
     188-338055-2      Allegedly holding about $428,304,
                       as WaMu Bank's operating account
                       setoff amount

     1883382318        Allegedly holding about $34,465,
                       as WaMu Bank's cash collateral

                 The WaMu Settlement Agreement

In connection with its asserted security interest in a portion of
the Tax Refund Proceeds, WaMu Bank claimed a security interest in
certain cash proceeds of the Collateral that were held by
People's Choice in certain of its Commingled Deposit Accounts.
Pursuant to an Adequate Protection Stipulation, WaMu Bank was
granted a replacement lien to adequately protect its alleged
interests in the Commingled Accounts.

WaMu Bank and People's Choice have subsequently entered into a
Settlement Agreement in an effort to (i) resolve WaMu Bank's
claims arising under the Commingled Accounts, (ii) determine and
allow WaMu Bank's secured obligations, and (iii) provisionally
resolve WaMu Bank's asserted right to offset the Set-off Amount.

Pursuant to the parties' Settlement Agreement, WaMu Bank will be
entitled to an Allowed $2,600,000 Secured Claim against People's
Choice on account of the funds in the Commingled Accounts, plus
(i) $170,350 of interest earned on the Claim through July 20,
2008, and (ii) interest at 4.5% per annum until the Funds are
paid to WaMu Bank.  People's Choice will satisfy the Allowed
Claim without delay.

In return, WaMu Bank agrees to assign to the People's Choice
Trusts all of its rights, claims and interests with respect to
the funds held in the Commingled Accounts.

Upon full and final payment of the Claim, WaMu Bank will release
any other claim against People's Choice.  However, to the extent
the funds held in the Commingled Accounts are used to pay
dividends or distributions to the People's Choice's unsecured
creditors, WaMu Bank does not assign or release its right to
receive dividends or distributions from the Funds on account of
any allowed remaining general unsecured obligations.  WaMu Bank
waives any and all rights with respect to the Release under
Section 1542 of the California Civil Code.

WaMu Bank may exercise, on a provisional basis and without
prejudice, its alleged right to offset the WaMu Setoff Amounts
under the Operating and Collateral Accounts, and may release to
itself the balance of Funds, with notice duly provided to the
Liquidating Trustee and the Post-Effective Date Committee under
the People's Choice Plan of Liquidation.

The Parties clarify that they are not determining the validity of
the balance of general unsecured obligations owed to WaMu Bank by
People's Choice, which will be calculated as the face amount of
Claim No. 406 minus the amount of the Secured Obligations
allowed.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Inc. Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)

                      About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.


PETTERS GROUP: Founder Tom Petters Charged for $2 Billion Fraud
---------------------------------------------------------------
Petters Group Worldwide and founder Tom Petters were indicted
yesterday on charges of mail and wire fraud, and money laundering
involving as much as $2 billion at the company, according to
Sophia Pearson of Bloomberg News.

Ms. Pearson relates that the indictment alleges Mr. Petters used
the company and its unit, Petters Company Inc., to use fake
documents to lure hedge funds to invest $1 billion in bogus
transactions between 1995 and 2008.  Prosecutors accused Mr.
Petters of taking money from business ventures to support his
extravagant lifestyle, Ms. Person says.

Mr. Petters, who resigned as the company's chief executive officer
in September, told investors that their moneys would be used to
purchase merchandise that would be resold to retailers including
Costco Wholesale Corp., Ms. Pearson relates.

Two other company executives, Deanna Coleman and Robert Dean,
pleaded guilty in connection with the allegations on Oct. 8, 2008,
Ms. Pearson notes.

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and
08-45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.


PHARMOS CORP: Posts $2.8 Million Net Loss in Third Quarter
----------------------------------------------------------
For the three months ended September 30, 2008, Pharmos Corporation
posted a net loss of $2,844,352, compared with a net loss of
$3,538,555 for the same period a year earlier.

As of September 30, 2008, the company's balance sheet showed total
assets of $7,351,861, total liabilities of $6,036,163 and total
shareholders' equity of $1,315,698.

                       Going Concern Doubt

S. Colin Neill, Pharmos Corp.'s president, chief financial
officer, secretary and treasurer, relates that the company was not
profitable from 2002 through September 30, 2008.  "The company had
an accumulated deficit of $205.8 million as of September 30, 2008
and expects to continue to incur losses going forward.  Such
losses have resulted principally from costs incurred in research
and development and from general and administrative expenses.  The
company has financed its operations with public and private
offerings of securities, advances and other funding pursuant to an
earlier marketing agreement with Bausch & Lomb, grants from the
Office of the Chief Scientist of Israel, research contracts, the
sale of a portion of its New Jersey net operating loss
carryforwards, and interest income. Management believes that the
current cash, cash equivalents and short term investments,
totaling $6.1 million as of September 30, 2008, will be sufficient
to support the company's currently planned continuing operations
through at least December 31, 2008. In the second quarter of 2008,
our estimated costs increased related to our patient recruitment
advertising programs, thereby reducing the anticipated cash
available for continuing operations beyond December 31, 2008.  All
of [these] factors raise substantial doubt about the company's
ability to continue as a going concern.  The company is actively
seeking to raise capital and sell non-core assets."

According to Mr. Neill, the company is actively pursuing various
funding options, including equity offerings, equity-like
financing, strategic corporate alliances, business combinations
and the establishment of product related research and development
limited partnerships, to obtain additional financing to continue
the development of its products and bring them to commercial
markets.

A full-text copy of the company's Quarterly Report is available
for free at http://researcharchives.com/t/s?358c

                           Nasdaq Notice

On November 11, 2008, Pharmos received notice from The Nasdaq
Stock Market that the company is not in compliance with Nasdaq
Marketplace Rule 4310(c)(3), which requires the company to have a
minimum of $2,500,000 in stockholders' equity or $35,000,000
market value of listed securities or $500,000 of net income from
continuing operations for the most recently completed fiscal year
or two of the three most recently completed fiscal years.  At
September 30, 2008, the company's stockholders' equity was
$1,315,698, and the market value of its listed securities was
$4,193,646.  The company has had net losses from its continuing
operations for the three most recently completed fiscal years.

The company is also currently not in compliance with Nasdaq
Marketplace Rule 4310(c)(4), which requires that the minimum bid
price per share of the company's common stock shall be $1.

                       About Pharmos Corp.

Headquartered in Iselin, N.J., Pharmos Corporation (Nasdaq: PARS)
-- http://www.pharmoscorp.com/-- is a biopharmaceutical company
that discovers and develops novel therapeutics to treat a range of
diseases of the nervous system, including disorders of the brain-
gut axis, with a focus on pain/inflammation and autoimmune
disorders.  The company's lead product, dextofisopam, is being
studied in a Phase 2b clinical trial in patients with Irritable
Bowel Syndrome (IBS).


PIERCE COUNTY: May Enter into Premium Finance Agreement with PFSI
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
granted Pierce County Housing Authority permission to enter into a
Premium Finance Agreement with Premium Financing Specialists, Inc.
for the financing of PCHA's insurance coverage.

Charles Gray, deputy executive director of PCHA, told the Court
that the Debtor owns fourteen affordable housing apartment
complexes and a number of other single family residences, and is
currently serving 7,621 people with low or moderate income in
Pierce County.  Mr. Gray adds that PCHA's 1998 Pooled Housing
Refunding Revenue Bonds require PCHA to obtain insurance coverage
in such amounts as is normally maintained by prudent owners of
similar property, which coverage shall include errors and
omissions for public officials, employment practices liability,
crime/employee dishonesty, and automobile physical damage
coverage.

Pursuant to the Premium Finance Agreement, PFS will provide
financing to PCHA for the purchase of various insurance policies
and coverage essential for the operation of PCHA's business
Under the Premium Finance Agreement, the amount financed is
$81,661.35.  By virtue of the Premium Finance Agreement, PCHA will
become obligated to make a down payment of $32,167.22, plus
payments in ten monthly installments of $8,380.99 each.

As collateral to secure the repayment of the indebtedness due
under the Premium Finance Agreement, PFS is granted a security
interest in (a) the unearned or return premiums and dividends
which may become payable under the insurance policies identified
in the Agreement, and loss payments which reduce the unearned
premiums, subject to any mortgage or loss payee interests.

The liens and security interests of PFS shall at all times be
senior to the rights of the estate in this or any subsequent
proceeding under the Bankruptcy Code and to the rights of any
other person or entity claiming a security interest in the
Collateral, except with respect to any loss payments which reduce
the unearned premiums, the right of mortgagees or other loss
payees.

In the event that PCHA defaults upon any of the terms of the
Premium Finance Agreement, PFS may cancel all insurance policies
identified in the Premium Finance Agreement or any amendment
thereto, and receive and apply to the Debtor's account all
unearned or return insurance premiums or dividends, and, subject
to the interests of mortgagees or other loss payees, all loss
payments which reduce such unearned premiums.

A copy of the Premium Finance Agreement, attached as Exhibit A to
the Declaration of Charles Gray in Support of Motion Authorizing
Debtor to enter into Premium Financing Agreement with PFSI, is
available for free http://researcharchives.com/t/s?3588

Based in Tacoma, Washington, Pierce County Housing Authority --
http://www.pchawa.org/-- offers affordable housing options to
Pierce County residents.  The Debtor filed for Chapter 11 relief
on Oct. 13, 2008 (Bankr. W.D. Wash. Case No. 08-45227).  James L.
Day, Esq., and Katriana L. Samiljan, Esq., at Bush Strout &
Kornfield, represent the Debtor as counsel.  When the Debtor filed
for protection from its creditors, it listed total assets and
debts of between $10 million and $50 million each.


PILGRIM'S PRIDE: Chapter 11 Filing Cues Moody's 'D' Rating
----------------------------------------------------------
Moody's Investors Service lowered Pilgrim's Pride Corporation's
ratings, including the company's probability of default rating to
D from Caa2, following Pilgrim's Pride's announcement that the
company and certain subsidiaries have filed for voluntary
bankruptcy under Chapter 11.  The rating outlook is stable.
Moody's will withdraw the company's ratings soon.

Ratings lowered, and to be withdrawn:

  -- Corporate family rating to Ca from Caa1

  -- Probability of default rating to D from Caa2

  -- $400 million 7.625% senior notes due 2015 to Ca (LGD5, 85%)
     from Caa3 (LGD4, 67%)

  -- $250 million senior subordinated notes due in 2017 and

  -- $5.1 million (original $100 million) senior subordinated
     notes due 2013 to Ca (LGD6, 94%) from Caa3 (LGD5,83%)

The company's third bank covenant waiver expired without a
permanent solution.  In addition, the thirty day grace period for
payment of bond interest originally due on November 3 is about to
expire.  For the fiscal year ended Sept. 27, 2008, Pilgrim's Pride
reported a net loss excluding a goodwill impairment and income tax
valuation allowance of $437.2 million.  In the fourth fiscal
quarter, the company incurred losses on feed grain derivatives
contracts of $96.9 million, net of tax.  Market prices for breast
meat have yet to recover, further hurting profitability.

The lowered ratings on the unsecured debt instruments reflect
Moody's expectation of higher recovery on the unrated secured bank
facilities.

Headquartered in Pittsburg, Texas, Pilgrim's Pride Corporation is
the world's largest chicken company.  Moody's previous rating
action was the lowering of the company's ratings and the
assignment of a negative outlook on Oct. 27, 2008.


PILGRIM'S PRIDE: Tells Customers It's Business As Usual
-------------------------------------------------------
Pilgrim's Pride Corporation sent letters to customers and
suppliers on Dec. 1 to clarify that it "is continuing its
operations and is not going out of business."

Bob Wright, chief operating officer of the Company, said that the
Chapter 11 filing was a difficult but necessary step as a result
of the significant short-term operational and liquidity challenges
facing the Company from a combination of high feed ingredient
costs, an oversupply of chicken, weak market pricing and soft
demand.

The Company, however, noted that it intends to be "business as
usual" as it moves through this process.  "Chapter 11 for us means
reorganization, not liquidation," the press release said.

The Company also said that it has already been in contact with our
major suppliers.  "They have pledged to support Pilgrim's Pride
through its reorganization by continuing to ship on normal terms."

Several parties have filed notices of appearance and requests for
service of papers in the Debtors' Chapter 11 cases:

* Lonnie A. Pilgrim
* Tyson Farms, Inc., Cobb Vantress, Inc., Tyson Fresh Meats,
   Inc., Tyson Foods, Inc.
* MAC Trailer Leasing, Inc.
* Banc of America Leasing & Capital, LLC
* Bank of Montreal
* Fort Worth ISD
* Texas Comptroller of Public Accounts
* Arlington ISD
* Dallas County, Lamar CAD, Camp CAD
* Entergy Mississippi, Inc., Entergy Louisiana, LLC, Entergy
   Arkansas, Inc.
* General Electric Capital Corporation
* Calyon New York Branch
* Unified Foodservice Purchasing Co-Op LLC
* CoBank, ACB, as administrative agent for syndication parties

                     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.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC. Pilgrim's Pride had total assets of
$3,847,185,000, and debts of $2,700,139,000 as of June 28, 2008.

(Pilgrim's Pride Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


PILGRIM'S PRIDE: Wants Schedules Filing Deadline Moved to Feb. 1
----------------------------------------------------------------
Pilgrim's Pride Corporation and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Northern
District of Texas to extend by 45 days to Feb. 1, 2009, their
deadline to file their (i) schedules of assets and liabilities,
(ii) schedules of executory contracts and unexpired leases, and
(iii) statements of financial affairs

Pursuant to Section 521 of the Bankruptcy Code and Rule 1007(b)
of the Federal Rules of Bankruptcy Procedure, the Debtors are
required to file the Schedules and Statements within 15 days after
their bankruptcy filing.

The Debtors relate that to prepare their Schedules, they must
compile information from books, records, and documents relating
to thousands of claims, assets and contracts.

"This information is voluminous and is located in numerous places
throughout the Debtors' organization," Stephen A. Youngman, Esq.,
the Debtors' proposed counsel, at Weil, Gotshal & Manges LLP, in
Fort Worth, Texas, maintains.

Mr. Youngman adds that the task is further complicated by the
fact that there are seven Debtor entities involved in these cases
and the Debtors' employee will have to compile schedules from the
records of each of the seven Debtors.

To that extent, the Debtors anticipate that they will be unable
to complete their Schedules of Asset and Liabilities within the
designated period owing to these complexities and the diversity
of their operations.

                     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.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC. Pilgrim's Pride had total assets of
$3,847,185,000, and debts of $2,700,139,000 as of June 28, 2008.

(Pilgrim's Pride Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


PLASTECH ENGINEERED: Sees Liquidation Plan Effective by Year-End
----------------------------------------------------------------
Plastech Engineered Products, Inc. and its debtor-affiliates
disclosed in a filing with the U.S. Bankruptcy Court for the
Eastern District of Michigan that their Second Amended Joint Plan
of Liquidation may be declared effective on or before December 31,
2008.

The U.S. Bankruptcy Court will convene a hearing on December 3,
2008, to consider approval of the Plan.

Meanwhile, the Court extended the exclusive period within which
the Debtors may solicit votes for their Second Amended Chapter 11
Joint Plan of Liquidation through and including January 27, 2009.
The order is without prejudice to the Debtors' right to seek
further extensions of the solicitation period, and to those of
parties- in-interest to reduce the solicitation period for cause.

The period to file Plan objections expired on Nov. 24.  A number
of parties, through separate objections filed with the
Court, have asked Judge Phillip J. Shefferly to deny confirmation
of the Debtors' Second Amended Chapter 11 Joint Plan of
Liquidation.

In addition, Donlin, Recano & Company disclosed in a Court filing
that it served copies of supplements to the Debtors' Second
Amended Joint Plan of Liquidation to certain parties-in-interest,
a list of which is available for free at:

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

                          Plan Objections

(A) U.S. Trustee

Daniel M. McDermott, U.S. Trustee for Region 9, objects to the
confirmation of the Debtors' Plan on grounds that the Plan
contains expansive release provisions for shareholders and
shareholder affiliates as well as gratuitous, comprehensive
releases for Official Committees and their members and all estate
professionals.

Mr. McDermott says it is plain under Section 524 of the
Bankruptcy Coe that the discharge of a debt of the debtor does
not, with a very limited exception, affect the liability of any
other entity on, or the property of any other entity for, that
debt.  There must be some other basis for inclusion of the
releases in the Plan, or else the Plan cannot be confirmed, Mr.
McDermott tells the Court.

(B) Pension Benefit Guaranty Corporation

The Pension Benefit Guaranty Corporation, pointing to the
substantive consolidation of the Debtors' estates under the Plan,
says consolidation may negatively affect its statutory joint and
several claims against the Debtors for their pension obligations.

In the Plan, the Debtors maintain that a limited substantive
consolidation is necessary to effect a "meaningful distribution"
to unsecured creditors taking into account the result of the
Sales, the recoveries achieved by the DIP Lenders and Term
Lenders, and the estimation of potential recoveries from the
remaining assets in the Debtors' Estates.  PBGC, however,
contends that the Official Committee of Unsecured Creditors
failed to demonstrate that substantive consolidation is
warranted, particularly in light of the prejudice it would cause
PBGC.

PBGC relates that a substantive consolidation is a device whereby
the assets and liabilities of two or more bankrupt entities are
combined and treated as if they belonged to a single entity,
unless the court or a reorganization plan provides otherwise.

PBGC, however, says in the event the Court determines that a
substantive consolidation is appropriate, the Court order should
tailor the remedy to preserve the full amount of PBGC's Claims.

(C) Wachovia Bank, National Association

Wachovia Bank, National Association contends that the Plan has
not been proposed in goods faith pursuant to Section 1129(a)(3)
of the Bankruptcy Code because the Plan improperly seeks to
classify the Wachovia Swap Termination Claim as a Class 7 General
Unsecured Claim.  The Plan also fails to propose a fair and
equitable treatment for the Swap Termination Claim as a disputed
Class 1 First Lien Term Loan Claim, Wachovia complains.

(D) Governmental Authorities

In separate filings, the city of Romulus; the State of Michigan,
Department of Treasury; the Wayne County Treasurer; the State of
Michigan, Department of Labor & Economic Growth, Unemployment
Insurance Agency; the Office of the Oakland County Treasurer; and
the Comptroller of Public Accounts for the State of Texas, ask
the Court to deny confirmation of the Debtors' Plan.

The city of Romulus complains that the Plan fails to provide for
a mechanism that permits it to collect its claim against the
proceeds from the Debtors' assets that were not transferred
pursuant to applicable state law.

The Michigan Treasury Department says it does not consent to
receiving a less favorable treatment of its claim, noting that
the Debtors' proposed payment schedule does not provide for
regular installment payments as required under Section
1129(a)(9)(C).  The Michigan Treasury Department points to the
Debtors' proposal to pay 10% of the total amount of the priority
tax claims each year, with a "balloon" payment at the end of
fifth year.  "There is no authority for excusing compliance with
the law," the Department says.

Wayne County Treasurer, for its part, says the Plan fails to
specifically provide that the Wayne Treasurer will retain its
lien against the proceeds for the sale of real property until its
claims are paid in full.  The Wayne Treasurer asserts payment of
unpaid real estate property taxes from the Debtors.

The State of Michigan, Department of Labor & Economic Growth,
Unemployment Insurance Agency tells the Court that the Plan fails
to specifically provide the Agency with the statutory interest of
one percent per month pursuant to Michigan Comp. Laws.  It also
opposes the Plan to the extent that the Plan attempts to create
exclusive jurisdiction for a wide range of post-consummation
matters, including to "effectuate performance of and payments
under the Plan", the Agency says.  Should the Debtors default
under the Plan, creditors should be free to pursue remedies in a
non-bankruptcy forum, the Agency asserts.

(E) Tooling Vendors

Radiance Mold & Engineering, Inc., Reko Tool & Mould (1987),
Inc., H.S. Die & Engineering, Inc., and Epic Equipment &
Engineering Inc., in separate filings, oppose confirmation of the
Debtors' Plan.

Radiance Mold, pointing to a provision of the Plan that allows
Tool Vendors who elect to proceed under the Tooling Order full
satisfaction, settlement and release of Tooling Claims, complains
that the characterization as provided for under the Plan is not
an accurate description of the provisions of the Tooling Order.
Radiance Mold contends that there is no provision in the Tooling
Order that addressed an exchange of the Tool Vendor claims for
the right to proceeds under the Tooling Order.  "In fact,
participation was optional on a tool by tool basis for all
parties," Radiance says.

Radiance says it objects to the Plan to the extent that the Plan
classified the Secured Tool Vendor Claim as "unimpaired" or the
description of the treatment of those claims precludes Radiance
from asserting an unsecured claim for any portion of the Secured
Tool Vendor Claim that Radiance does not recover from persons
other than the Debtors.  According to Radiance, this would
improperly and impermissibly deprive Radiance of its right to
assert claims in the Debtors' Chapter 11 proceedings,
discriminating it and other tool vendors.

Reko and Multibase, in separate filings, complain that they are
being asked to vote on a plan even prior to the resolution of the
objection to their claims.  Reko notes that the Plan confirmation
hearing is set for December 3, 2008, way before the January 28,
2009 hearing on the Debtors' 12th omnibus claim objection with
respect to Reko's claim.

Epic, for its part, complains that the Plan effective date is
dependent on the outcome of avoidance actions, which Epic notes,
could take months to occur.  Epic points out that the Debtors'
Plan provides for fund availability to administrative claims that
is contingent on the timing of the Debtors' receipt of avoidance
actions proceeds.  Moreover, Epic asserts that it is entitled to
know the Effective Date as it entitled to receive payment for its
claim no later than the Effective Date.

(D) Sec. 503(b)(9) Vendors

Section 503(b)(9) vendors, lessors and parties-in-interest tell
the Court that they do not consent to receiving less favorable
treatment of their claims.

The Section 503(b)(9) Parties assert that their claims must be
treated pursuant to Section 1129(a)(9)(A) of the Bankruptcy Code,
and must be paid in full.  They also do not consent to receiving
partial pro rata payment of their claims in the event there are
insufficient funds to pay off allowed administrative claims.

"The Debtors should not be permitted to impair administrative
expense claims by creating a negative notice provision, which is
contrary to Section 1129 of the Bankruptcy Code," KVYN Realty
Limited Partnership argues.

The Debtors' Plan requires parties-in-interest to file objections
to the Plan by the objection deadline or else be deemed to
consent to receiving less favorable treatment under Section
1129(a)(9) of the Bankruptcy Code with respect to their Claim, as
well as consent to partial pro-rated payment of the claim in the
event insufficient funds exist to pay off allowed administrative
claims.

Panasonic Automotive Systems Company of America, in its
objection, says the Debtors and the Official Committee of
Unsecured Creditors used Section 1123(a)(1) to their advantage
and declined to separately classify administrative claims, or to
estimate the amount of administrative claims thereby
disenfranchising administrative claimants from voting on the
Plan.

Pollak Engineered Products Group, Universal Steel Company,
People's Capital and Leasing Corp., Val Tech Holdings, Inc., in
each of their objections submitted to the Court, contend that the
Debtors' attempt to limit the 503(b)(9) Claims through protracted
objections is not sufficient basis to limit at this time the
funds available to pay allowed 503(b)(9) Claims.  They also point
out that the Plan fails to indicate if there will be sufficient
funds at confirmation to pay all 503(b)(9) Claims.

According to Pollak, the open-ended nature of the Plan with
respect to 503(b)(9) Claims creates a lack of finality that puts
the 503(b)(9) creditors in "litigation limbo".  To that extent,
Pollak asserts that the Debtors' Plan is not feasible and
therefore not confirmable.

Pollak also asks the Court to exclude from the Confirmation Order
the provision that prohibits parties-in-interest from taking any
action against the estates, the Liquidation Trust, the
Liquidating Trustee, the purchasers or any of their property on
account of claims against the Debtors.  According to Pollack,
that provision must not be included unless appropriately
clarified to permit it and the Debtors' other creditors to
continue prosecuting scheduled or timely filed claims against the
Debtors and their estates.

LTi Flexible points out that the Plan does not provide its
503(b)(9) administrative claim the same treatment given to other
503(b)(9) claims, noting that complete payoff is afforded to all
administrative claims compared to only a 7% recovery on unsecured
claims under the terms of the Plan.  LTi says its reclamation
claim has been treated as a general unsecured claim rather than
an administrative claim.

According to H&R Screw, the Plan provides no mechanism for
payment of allowed 503(b)(9) claims in excess of the 503(b)(9)
claims reserve.

                Debtors Answer PBGC Objection

The Official Committee of Unsecured Creditors explains to the
Court that there is a very limited pool of assets available for
distribution to the Debtors' unsecured creditors.

"In light of certain practical impossibilities of attempting to
allocate assets and claims amongst the various Debtors and in
order to effectuate a timely, cost-effective and meaningful
distribution . . . to Unsecured Creditors, the Second Amended
Joint Plan of Liquidation seeks to substantively consolidate
Class 7 General Unsecured Claims for voting and distribution
purposes," Robert D. Gordon, Esq., counsel to the Committee, at
Clark Hill PLC, in Detroit, Michigan, says.

According to the Committee, the amount available for distribution
to Class 7 Claim Holders consist primarily of the $14,000,000
lump-sum contribution from the First Lien Term Lenders out of
their secured collateral, and the residual proceeds from
avoidance actions after payment of priority and administrative
claims.

"PBGC is not harmed at all with respect to this asset because it
is only entitled to one claim against it," Mr. Gordon says noting
that PBGC failed to acknowledge that the $14,000,000 lump-sum
amount contributed by the First Lien Term Lenders was contributed
without any traceability to specific assets sold or any
allocation to specific Debtor estates.

According to Mr. Gordon, the Debtors failed to maintain proper
accounting for intercompany payable and receivable balances.  As
a result, it would be extremely expensive, time-consuming, and
difficult, if not impossible, to untangle transactions that have
been conducted on a consolidated basis, he says.

He adds that any resultant harm to PBGC, which is contingent upon
the termination of the Debtors' pension plan, is uncertain and
may be negligible, considering that the magnitude of avoidance
action proceeds available for distribution is still unknown.  He
says it is even likely that the vast majority of the proceeds
properly reside with Debtor Plastech Engineered Products, Inc. so
that PBGC will be able to maintain the full amount of its allowed
claim against the avoidance actions proceeds.

Furthermore, the Committee points out the Court that all holders
of Class 7 Claims other than PBGC will be harmed if the Class 7
Claims are not substantively consolidated as delay and
significant additional fees and costs will be required to
unscramble the Debtors' financial affairs and allocate avoidance
action proceeds among the Debtors.

The Committee, accordingly, asks the Court to overrule PBGC's
objection.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is a full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.  Joel D. Applebaum, Esq., at
Clark Hill PLC, represents the Official Committee of Unsecured
Creditors.

The Debtors filed their Plan of Liquidation on August 11, 2008.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PRIMUS TELECOM: Sept. 30 Balance Sheet Upside-Down by $434 Mil.
---------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated, reported third
quarter 2008 net revenue of $232 million, down $4 million from
$236 million in the prior quarter and up $7 million from the year-
ago quarter.  The company reported $33 million of net loss for the
quarter, compared to net income of $47 million in the prior
quarter and net income of $5 million in the third quarter 2007.

PRIMUS's balance sheet as of September 30, 2008, shows $392.6
million in total assets and $827.3 million in total liabilities,
resulting in $434.7 million in stockholders' deficit.  The
company's balance sheet also shows strained liquidity.  At the end
of September, PRIMUS had $179.0 million in current assets,
including $47.6 million in cash and equivalents; on $222.6 million
in current debts, including $64.7 million in accounts payable and
$12.7 million in current portion of long-term obligations.

"The recent upheaval in the global capital markets has spawned
recessionary forces and caused a volatile disruption in currency
exchange rates, and PRIMUS has not been spared," commented K. Paul
Singh, Chairman and Chief Executive Officer. "It now seems distant
when we reported on July 31, 2008 that we had attained our second
consecutive quarter of net revenue growth. That momentum caused us
to revise upward both our revenue and Adjusted EBITDA guidance for
2008, although these were expressly premised on the stability of
currency exchange rates. That assumption has become a casualty of
recent global events."

More than 80% of PRIMUS's revenue is generated outside of the
United States. When the United States dollar was declining,
PRIMUS's reported consolidated revenues and income were favorably
impacted.  The decline of the United States dollar also had the
effect of increasing in US dollar terms the funds available to be
up-streamed from the company's foreign operating subsidiaries.
These funds are utilized, among other things, to service the
company's predominantly US dollar denominated debt. Since the
company's report last quarter, there has been a volatile shift in
currencies as the US dollar strengthened markedly against the
local currencies in its major operating regions. In particular,
from June 30, 2008 to September 30, 2008 the Canadian dollar
declined by 3%, the Australian dollar by 15%, the Euro by 9%, and
the British Pound by 9%. The currency trends experienced from
September 30, 2008 to October 31, 2008 perhaps foretells of more
dramatic effects from currency for the fourth quarter 2008 with
declines in the Canadian dollar of an additional 14%, the
Australian dollar of an additional 17%, the Euro of an additional
10% and the British Pound of an additional 9%. While the movement
of these exchange rates remains volatile, the near term impact has
been to reduce substantially the amount in US dollars that the
company reports in consolidated revenues and income and the amount
of US dollars available to PRIMUS from its foreign operating
subsidiaries. At October 31, 2008 exchange rates levels,
approximately $2.5 million less US dollars per quarter would be
generated than if currency exchange rates had remained constant
from rates at June 30, 2008.

This material adverse currency development also, in effect, could
dramatically reduce the impact of significant cost reductions that
the company had implemented in late September and early October
2008.  After reporting results for the second quarter and raising
its 2008 Adjusted EBITDA guidance to $75 million, based on
currency exchange rates at that time, management defined and began
to implement a plan to attain free cash flow in 2009, which was
estimated to require a minimum of $85 million in Adjusted EBITDA.
The company instituted cost reductions that included a reduction
of 13% in total headcount which, together with additional savings
in other sales, general and administrative expenses, were expected
to generate approximately $15 million in annual savings. If the
recent adverse change in currency exchange rates is maintained or
worsens, these factors could dramatically reduce or offset the
benefits that these cost reductions would have otherwise had on
the company's future operating results.

These turbulent times make planning and forecasting of future
results extremely difficult. However, given the impact of a
stronger US dollar and the recessionary trends being experienced
in the company's major markets, including the slowing of new
orders and increasing doubtful accounts receivable, PRIMUS said it
could no longer maintain the guidance stated last quarter. Rather,
assuming US dollar exchange rate levels are maintained at October
31, 2008 levels, the company believes that year-over-year net
revenues could decline in the range of 2% to 5% and its Adjusted
EBITDA for 2008 could be in the vicinity of $60 million to $65
million, which is at the lower end of its initial range provided
earlier this year.

These impacts also place strains on the company's liquidity
position. The global "re-pricing" of assets, combined with the
contraction of credit, has also frustrated the company's efforts
to generate $50 million in cash proceeds from selective asset
sales.  The company had planned to use a portion of those
proceeds, among other things, to retire $23 million of debt
maturing in the latter half of 2009.

Under the current circumstances, the company said its immediate
priorities are focused on improving its liquidity through:

   * Pursue additional cost reductions beyond the $15 million
overall SG&A reductions recently implemented;

   * Reduce capital expenditures in 2009 by $10 million from the
current expected level of $25 million in 2008;

   * Continue to pursue the sale of select assets in an admittedly
difficult environment;

   * Negotiate an extension of near-term debt maturities; and

   * Confer with bondholders to seek alternatives to deleverage
the balance sheet through debt and interest reductions.

According to the company, the principal amount of its long-term
debt obligations as of September 30, 2008, was $582 million, as
compared to $585 million at June 30, 2008 and $649 million at
March 31, 2008.  PRIMUS has $8.6 million principal amount of Step
Up Convertible Subordinated Debentures due in August 2009 and
$14.2 million principal amount of 12-3/4% Senior Notes due in
October 2009.  If the company is unable to achieve sufficient and
timely benefits from the actions it is pursuing to improve
liquidity, its ability to repay the Step Up Convertible
Subordinated Debentures and the 12-3/4% Senior Notes at their
current maturities, together with the ability to meet cash needs
for the company's operations and debt service over the next 12
months, would be uncertain.

These factors, the company said, raise substantial doubt about its
ability to continue as a going concern.  The company said it will
continue to have significant debt service obligations on a mid-
term and a long-term basis.

The company also disclosed that it has recently instituted cost
reductions that included a reduction of 13% in total headcount
which, together with additional savings in other sales, general
and administrative expenses, were expected to generate roughly $15
million in annual savings. The company also continues to focus on
minimizing capital expenditures and managing working capital.  If
these plans are insufficient or adverse events occur to delay or
prevent the execution of these plans, the company may not be able
to service its debt or other obligations as they become due, and,
if the company is unable to obtain requisite relief from its debt
holders, it could, among other things, be required to seek
protection under the bankruptcy laws of the United States or other
similar laws in other countries, the company added.

A full-text copy of PRIMUS' third quarter earnings report is
available at no charge at:

              http://ResearchArchives.com/t/s?35a4

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) is an
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol, Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe. PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 500
points-of-presence throughout the world, ownership interests in
undersea fiber optic cable systems, 18 carrier-grade international
gateway and domestic switches, and a variety of operating
relationships that allow it to deliver traffic worldwide.  Founded
in 1994, PRIMUS is based in McLean, Virginia.


PROTECTION ONE: Sept. 30 Balance Sheet Upside-Down by $63.7MM
-------------------------------------------------------------
Protection One, Inc., said in regulatory filings with the
Securities and Exchange Commission that consolidated third quarter
revenue increased slightly to $94.1 million.  Consolidated
recurring monthly revenue increased to $26.9 million as of
September 30, 2008 from $26.7 million as of September 30, 2007.

The company's net loss for the quarter ended September 30, 2008
increased to $11.1 million, from $8.7 million in 2007 and adjusted
EBITDA declined to $27.1 million from $30.2 million.  The decline
in EBITDA is due to the company spending more on brand awareness
and lead generation activities to create RMR additions;
experiencing higher costs to service its Retail account base,
which it is addressing with process improvements; incurring higher
health benefit costs; and realizing less contribution from
Multifamily due to attrition.

As of September 30, 2008, the company's balance sheet shows
$644.9 million in total assets, $708.6 million in total
liabilities, resulting in $63.7 million in stockholders' deficit.

Richard Ginsburg, Protection One's president and chief executive
officer, said, "Despite the difficult economic environment, our
results this quarter indicate progress in the key areas we've
previously identified.  Internal commercial RMR additions
increased 6% this quarter.  Internal residential additions outside
the Southeast also increased 3%.  Commercial and residential
average revenue per unit increased year over year and on a
sequential quarter basis.  Sales of e-Secure, our web-based
interactive monitoring service, continued to grow in units and as
a percentage of total sales.  We've also made significant process
improvements in our Retail business, which we expect will help
monitoring margin in coming quarters.  Finally, attrition on the
acquired IASG portfolio was lower than last year."

Mr. Ginsburg closed, "We are pleased to have ample liquidity and
are not anticipating a need to access the capital markets any time
soon to refinance debt.  We believe we have more than adequate
financial resources to execute our plans."

The company said it is not expected to require any refinancing of
its existing debt until November 15, 2011, the date on which its
Senior Secured Notes mature.  The company ended the third quarter
of 2008 with $40.5 million cash on hand, with excess cash and cash
equivalents conservatively invested in United States treasury
portfolios.  As of November 5, 2008, the company also had a
minimum of $19.7 million available for borrowing under its
revolving credit facility.

The company noted that its net debt decreased to $483.2 million at
September 30, 2008, from $485.0 million at December 31, 2007, as
free cash flow offset fees and expenses associated with the first
quarter refinancing.  With the execution of hedge transactions
during 2008, $365.3 million, or approximately 70%, of the
company's debt effectively carries a fixed interest rate.
Interest costs on approximately 8%, or $42.5 million, of the
company's debt is variable corresponding to changes in LIBOR.
Interest costs on the remaining 22%, or $110.3 million, is
variable with the prime rate.  The recent reductions in the prime
rate lowered the company's annualized cash interest expense by
$1.1 million.

The senior secured credit facility is the only instrument that
requires periodic principal payments, which are $750,000 per
quarter as well as annual excess cash flow prepayments commencing
with the year ending December 31, 2008.  Based on projections of
excess cash flow through the end of 2008, the company expects to
make a prepayment of approximately $10 million under the senior
secured credit facility during the first quarter of 2009.

A full-text copy of Protection One's third quarter earnings report
is available at no charge at:

              http://ResearchArchives.com/t/s?35a5

Additionally, Mr. Ginsburg was slated to give a presentation at
Imperial Capital's Second Annual Global Opportunities Conference
on November 18, 2008.  A full-text copy of Mr. Ginsburg's slide
presentation is available at no charge at:

              http://ResearchArchives.com/t/s?35a6

Based in Lawrence, Kansas, Protection One, Inc. (Nasdaq:PONE), and
its affiliate, Protection One Alarm Monitoring, Inc. --
http://www.ProtectionOne.com-- are the third largest vertically
integrated national providers of sales, installation, monitoring,
and maintenance of electronic security systems to homes and
businesses, as measured by recurring monthly revenue, and has been
recognized as one of "America's Most Trustworthy Companies" by
Forbes.com.  Network Multifamily, Protection One's wholly owned
subsidiary, is the largest security provider to the multifamily
housing market.  The company also owns the nation's largest
provider of wholesale monitoring services, the combined operations
of CMS and Criticom International.  As of September 30, 2008, the
company served approximately 837,000 residential and business
customers and approximately 1.0 million sites through its
wholesale operations.


QUALITY PLUS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Quality Plus Automotive Parts, Inc.
        1333 30th Street, Suite C
        San Diego, CA 92154

Case No.:  08-12283

Petition Date: December 1, 2008

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: John L. Smaha, Esq.
                  Smaha Law Group, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  Email: jsmaha@smaha.com

Total Assets: $1,131,342

Total Debts:  $2,683,900

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

         http://bankrupt.com/misc/casb08-12283.pdf


QUINN-WOODBINE: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Quinn-Woodbine Realty & Leasing, LLC
        1585 DeHirsch Ave.
        Woodbine, NJ 08270

Case No.: 08-33787

Petition Date: November 29, 2008

Court: U.S. Bankruptcy Court
       District of New Jersey (Camden)

Debtor's Counsel: Jules L. Rossi, Esq.
                  Law Office of Jules L. Rossi
                  208 Main Street
                  Asbury Park, NJ 07712
                  Tel: (732) 774-5520
                  Fax: (732) 744-5870
                  Email: jlrbk423@aol.com

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

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

The Debtor identified Banc of America Leasing & Capital LLC as its
largest unsecured creditor with a claim for $714,000.


REFCO INC: Commodity Management Unit's Plan Effective October 24
----------------------------------------------------------------
Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, notified the Southern District of New York
that Refco Commodity Management, Inc.'s Chapter 11 Plan of
Liquidation is deemed effective on October 24, 2008.  All
conditions precedent to the Effective Date have either been
satisfied or waived.

The RCMI Plan provides for the merging of RCMI with and into
Refco Inc., with Refco Inc. as the surviving entity.
Subsequently, RCMI's Chapter 11 Case will be closed.

On the RCMI Effective Date, holders of Allowed Class 4 Old Equity
Interest, which aggregates $4,300,000, will receive its Pro Rata
share of the Remaining Equity Distribution, in final satisfaction
of that interest.

RCMI had not solicited acceptances of the Plan from any holders
of claims or interests, because there were no impaired classes of
claims or interests in the Plan.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its Chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


RELIANT ENERGY: Unclear Liquidity Cues Moody's SGL Rating Change
----------------------------------------------------------------
Moody's Investors Service changed the speculative grade liquidity
(SGL) rating for Reliant Energy (Ba3 Corporate Family Rating / on
review for possible downgrade) to SGL-2 from SGL-1.  The revision
in Reliant's SGL rating primarily reflects the company's recent
decision to end its efforts to secure approximately $1.0 billion
in additional financing, thereby eliminating a potential source of
liquidity at a time when the company's overall liquidity needs
continue to remain uncertain.

The last rating action for Reliant was Sept. 29, 2008, when
Moody's placed the Ba3 Corporate Family Rating for Reliant Energy
and the ratings of its subsidiaries, Orion Power Holdings and
Reliant Energy Mid-Atlantic Power Holdings, on review for possible
downgrade.

Reliant's near-term liquidity needs are unclear at this time,
primarily due to the pending termination of a special retail
collateral arrangement with Merrill Lynch.  This arrangement,
which provided natural gas hedging and collateral posting services
for Reliant's retail electric provider business activities, has
been in place since late 2006.   On Sept. 29, 2008, Reliant
announced that it would terminate the credit-enhanced retail
liquidity structure with Merrill Lynch.  As a result, Reliant may
re-assume its collateral posting requirements, thereby
significantly increasing its overall liquidity uses.

As of Oct. 31, 2008, Reliant had approximately $1,250 million of
cash on its balance sheet and generated approximately $800 million
of cash flow from operations for the latest twelve months ended
Sept. 2008.  Historically, CFO has been relatively volatile for
Reliant, in part due to its hedging strategies and in part due to
changing strategic objectives.  For example, Reliant generated
roughly $975 million, $220 million, ($810) million and $1,380
million in CFO for the years ended 2003, 2004, 2005 and 2006,
respectively.

In late 2006, Reliant entered into a credit-enhanced retail
liquidity structure with Merrill Lynch to assist with its natural
gas hedging strategies and collateral posting requirements.
Partly as a result of eliminating the need to post large amounts
of cash as collateral, the volatility associated with the CFO
began to moderate.  For example, Reliant generated roughly $856
million of CFO in 2007 and 1,125 million, $1,050 million and $800
million for the latest twelve months ended March 2008, June 2008
and September 2008, respectively.

On a conservative basis, Moody's expects Reliant to generate
roughly $700 million in CFO over the next twelve months.  While
the company does not provide any projected guidance for CFO, it
does report projected EBITDA, which Moody's do not consider to be
a meaningful indicator of either liquidity or credit quality.
Moody's observes that Reliant's CFO has ranged between 42% and
123% of adjusted EBITDA over the recent few quarterly reporting
periods.  Prospectively, Reliant claims that it expects to
generate approximately $300 million, $750 million and $850 million
in adjusted EBITDA for the years ending 2008, 2009 and 2010,
respectively.

Reliant has a $500 million senior secured revolving credit
facility (expires in 2012) which has approximately $450 million of
availability, as of September 2008.  The facility is secured by a
pledge of roughly all of Reliant's subsidiary stock, including
Orion Power Holdings (Ba3 senior unsecured / on review for
possible downgrade) and Reliant Energy Mid-Atlantic Holdings
(REMA, Ba1 senior secured / on review for possible downgrade) as
well as most of its remaining unencumbered assets.

The secured credit facility contains a consolidated secured
leverage ratio of no more than 4.0x and according to management,
Reliant has a significant amount of cushion under this covenant as
of the twelve months ended Sept. 30, 2008, calculation.
Prospectively, Moody's is concerned that the cushion associated
with this covenant will begin to erode over the near-term.
In Moody's opinion, Reliant does not have a material amount of
alternative liquidity sources at its disposal.  While some assets
could be sold in the near-term, Moody's believe the more valuable
assets might require a significant amount of structuring and
negotiation in order to execute a transaction in a timely manner.

Reliant's CFR of Ba3 and the ratings of its subsidiaries, Orion
Power Holdings and Reliant Energy Mid-Atlantic Power Holdings,
continue to remain under review for possible downgrade.  Reliant's
ratings are assigned by evaluating factors believed to be relevant
to the credit profile, such as i) the business risk and
competitive position of Reliant versus others within its industry
or sector, ii) the capital structure and financial risk of
Reliant, iii) the projected performance of Reliant over the near
to intermediate term, and iv) Reliant's history of achieving
consistent operating performance and meeting financial plan goals.
These attributes are compared against other issuers both within
and outside of Reliant's core peer group.

Reliant Energy is a large wholesale merchant generator with
approximately 16 GWs of generating capacity diversified across
several market regions in the U.S. In addition, Reliant is a large
retail electric provider in Texas, serving almost 2 million
customers, primarily in the greater Houston, Texas region.
Reliant reported approximately $12.5 billion in revenues for the
twelve months ended September 2008 and is headquartered in
Houston, Texas.


RESIDENTIAL CAPITAL: DBRS Puts Ratings Under Review
---------------------------------------------------
On Nov. 21, 2008, Dominion Bond Rating Service placed all ratings
of Residential Capital, LLC, including its Issuer and Long-Term
Debt rating of C, Under Review with Negative Implications.

This review placement follows GMAC LLC's (GMAC), the parent of
ResCap, announcement of its intention to commence an exchange
offer for ResCap's outstanding notes.  DBRS's review will consider
the impact of the proposed transactions on the existing
bondholders.  Specifically, DBRS will also take into account the
prospect of certain bondholders being provided with an exchange
offer that is below par. Given that the proposed exchange does not
fully reimburse bondholders at face value, in accordance with DBRS
policy, upon completion of the exchange, DBRS expects that the
debt that is exchanged will be placed in a default status.

The current rating level reflects DBRS concern about ResCap's
ability to continue as a going concern.  The intensifying global
credit market disruption has significantly reduced ResCap's
ability to obtain liquidity, capital and other forms of economic
support from sources other than its parent, GMAC.


RESMAE MORTGAGE: Updated Loss Forecasts Cue Moody's Rating Cuts
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 22
tranches from 2 subprime RMBS transactions issued by ResMae.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, subprime residential mortgage
loans.

These actions follow and are as a result of Moody's Sept. 18,
2008, announcement that it had updated its loss projections on
first-lien subprime RMBS.

Complete rating actions are:

Issuer: ResMAE Mortgage Loan Trust 2006-1, ResMAE Asset-Backed
Pass-Through Certificates, Series 2006-1

  -- Cl. A-1A, Downgraded to B2 from Aaa
  -- Cl. A-1B, Downgraded to Caa1 from Aaa
  -- Cl. A-2B, Downgraded to B3 from Aaa
  -- Cl. A-2C, Downgraded to Caa1 from Aaa
  -- Cl. A-2D, Downgraded to Caa2 from Aaa
  -- Cl. M-1, Downgraded to C from Aa1
  -- Cl. M-2, Downgraded to C from Baa1
  -- Cl. M-3, Downgraded to C from Ba2
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1

Issuer: ResMae Mortgage Loan Trust, Mortgage Pass-Through
Certificates, Series 2007-1

  -- Cl. 1-A1, Downgraded to Baa3 from Aaa
  -- Cl. 2-A2, Downgraded to Baa3 from Aaa
  -- Cl. 2-A3, Downgraded to Ba1 from Aaa
  -- Cl. M1, Downgraded to B2 from Aa1
  -- Cl. M2, Downgraded to Caa2 from Baa1
  -- Cl. M3, Downgraded to C from Baa3
  -- Cl. M4, Downgraded to C from Ba2
  -- Cl. M5, Downgraded to C from B1
  -- Cl. M6, Downgraded to C from B1
  -- Cl. M7, Downgraded to C from B2
  -- Cl. M8, Downgraded to C from B3


RIO VISTA: Considering Bankruptcy Amid Budget Shortfalls, Debt
--------------------------------------------------------------
American Bankruptcy Institute reports that the Northern California
cities of Rio Vista and Isleton are considering bankruptcy
protection as an option as they face large budget shortfalls and
staggering debt.

The Associated Press reported on Nov. 19 that high foreclosure
rates and employee costs are forcing Rio Vista to consider
bankruptcy.  According to AP, City Manager Hector De La Rosa said
Rio Vista is $800,000 short of balancing its budget.  The town of
about 7,500 residents is in talks with employees' unions, AP said.

Rio Vista is located about 34 miles east of Vallejo, which has
filed for Chapter 9 bankruptcy earlier this year after failing to
overcome a $16 million deficit, AP noted.


S&D HOSPITALITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: S&D Hospitality, LLC
        800 Harbor Lakes Dr.
        Granbury, TX 76048

Case No.: 08-45735

Petition Date: December 1, 2008

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

Judge: Russell F. Nelms

Debtor's Counsel: Mugdha S. Kelkar, Esq.
                  Email: mkelkar@lrmlaw.com
                  Rosa R. Orenstein, Esq.
                  Email: rorenstein@lrmlaw.com
                  Looper Reed & McGraw
                  1601 Elm Street, Suite 4100
                  Dallas, TX 75201
                  Tel: (214)757-9101
                  Fax: (214) 953-1332

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

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

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


SIERRA PACIFIC: DBRS Notes Name Change to NV Energy
---------------------------------------------------
On Nov. 19, 2008, Dominion Bond Rating Service noted that Sierra
Pacific Resources has changed its name under its Restated Articles
of Incorporation to NV Energy, Inc. (NVE).  The previous rating
for SPR -- BB(low) -- will now be applied to NVE.

SPR's two utility subsidiaries, Nevada Power Corporation and
Sierra Pacific Power Corporation, are now operating under the
brand name NV Energy, but are retaining their existing legal
names.  Their ratings remain unchanged with the current entities.


SPANSION INC: Moody's Downgrades Corporate Credit Rating to 'Caa2'
------------------------------------------------------------------
Moody's Investors Service has downgraded Spansion's corporate
family rating and probability of default rating to Caa2 from Caa1,
senior secured floating rate notes to B3 from B2 and senior
unsecured notes to Caa3 from Caa2, and placed the ratings under
review for further possible downgrade.  At the same time, Moody's
affirmed the SGL-4 speculative grade liquidity rating.

The downgrades reflect Spansion's recent downward revision in
revenue guidance for the December 2008 quarter as well as
prospects for further weakening of its liquidity profile.
Reflecting weak holiday sales and poor customer demand, the
company now expects fourth quarter revenues to be 20% lower than
the September quarter, which is below the rating agency's
expectations.  The downgrades reflect the continued difficult
conditions in the flash memory market, which has been hampered by
excess capacity, lower unit demand and continued sharp ASP
(average selling price) erosion over the past 18 -- 24 months.

The ratings were placed under review for possible downgrade given
the current tight liquidity environment and the uncertainty
surrounding Spansion's ability to successfully arrange external
financing and asset sales to facilitate servicing its debt
obligations and fund the gap between the company's internal cash
generation and expected capital expenditure requirements for
fiscal 2009, especially in light of lower cash flow expectations.
The review for possible downgrade also anticipates continued
operational and financial challenges in view of pricing pressures
in the flash memory market and the company's outsized expenditures
and heavy debt burden.

The review will focus on Spansion's operating performance and
liquidity over the near term.  Ratings could experience further
downward pressure if: (i) liquidity remains weak or deteriorates
further due to sustained negative FCF generation, inability to
monetize assets (including Auction Rate Securities and the
arrangement with ASE to jointly own its backend manufacturing
facility in Suzhou, China) or inability to tap the capital markets
to bridge the funding gap between operating cash flow and capex;
(ii) flash memory ASPs decline at a faster pace than Spansion is
able to increase production volumes, introduce higher margin
products and/or reduce its unit manufacturing costs to compensate,
resulting in further operating losses; (iii) the company
experiences market share losses and/or increased competitive
pressures from NOR rivals or NAND flash memory players; (iv)
delays in new product introductions/ramps or manufacturing
missteps (especially at its SP1 fab) result in uncompetitive wafer
out costs, sustained revenue and/or gross margin contraction; and
(v) challenging macroeconomic conditions result in lower demand
for Spansion's consumer-oriented applications or reduced customer
adoption of its MirrorBit technology with handset OEMs, ODMs and
EMS providers, as well as other applications, which would hurt
revenue and margins.

These ratings were downgraded and placed under review for further
possible downgrade:

  -- Corporate Family Rating to Caa2 from Caa1

  -- Probability of Default Rating to Caa2 from Caa1

  -- $625 Million Senior Secured Floating Rate Notes to B3 (LGD-2,
     25%) from B2 (LGD-2, 26%)

  -- $250 Million 11.25% Senior Unsecured Notes to Caa3 (LGD-5,
     71%) from Caa2 (LGD-5, 72%)

This rating was affirmed:

  -- Speculative Grade Liquidity Rating - SGL-4

Spansion's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as:
(i) the business risk and competitive position of the company
versus others within the industry; (ii) the capital structure and
financial risk of the company; (iii) the projected performance of
the company over the near-to-intermediate term; and (iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Spansion's core industry and Spansion's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

On March 21, 2008, Moody's lowered Spansion's CFR and long-term
debt ratings, downgraded the company's speculative grade liquidity
rating to SGL-4 from SGL-2 and revised the outlook to negative
from stable.

Spansion Inc., headquartered in Sunnyvale, California, and parent
of Spansion, LLC, is a leading provider of flash memory
semiconductors, with $2.5 billion of revenue for the last twelve
months ended Sept. 28, 2008.


STENBERG WELDING: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: STENBERG WELDING & FABRICATING, INC.
        PO BOX 28
        FOSSTON, MN 56542

Case No.: 08-61224

Petition Date: December 1, 2008

Court: U.S. Bankruptcy Court
       District of Minnesota (Fergus Falls)

Judge: Dennis D O'Brien

Debtor's Counsel: David C. McLaughlin, Esq.
                  Fluegel Helseth McLaughlin Anderson & Brutlag
                  25 2nd St SW, Suite 102
                  Ortonville, MN 56278
                  Tel: 320-839-2549
                  Fax: 320-839-2540
                  Email: david.fhmab@midconetwork.com

Total Assets: $1,732,111

Total Debts:  $1,922,203

A list of the Debtor's 19 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/mnb08-61224.pdf


SYNTAX-BRILLIAN: Panel Says Over $300MM Lost on Execs' Lapses
-------------------------------------------------------------
Bankruptcy Law360 reports that the Official Committee of Unsecured
Creditors in Syntax-Brillian Corp.'s case has sued several of the
company's officers and directors for allegedly failing to
implement adequate financial controls in deals with Chinese
suppliers and distributors, thereby costing the company over
$300 million.

As reported in yesterday's Troubled Company Reporter, the U.S.
Bankruptcy Court for the District of Delaware, upon the motion of
Syntax-Brillian and its debtor-affiliates, granted the Committee
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 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.


TAHERA DIAMOND: CCAA Stay Period Extended Until December 22
-----------------------------------------------------------
Tahera Diamond Corporation has received an extension until
Dec. 12, 2008, to the previously reported stay period under the
Companies' Creditors Arrangement Act, which expired on Nov. 28,
2008.

According to the company, the court also approved the indefinite
suspension of the claims procedure previously approved by the
court.  The company presently has no sponsor for a plan of
arrangement pursuant to the ongoing CCAA proceedings and has been
unable to find a purchaser for its assets or alternative funding
for its operations.

In the absence of additional funding, the Company currently
estimates that its cash reserves will be exhausted at a point in
time approximately between Dec. 15, 2008, and Dec. 22, 2008, at
which time it will be forced to cease operating.

The company expects that there will be no value for holders of its
common shares.

                      About Tahera Diamond

Tahera Diamond Corporation (TSX: TAH) -- http://www.tahera.com/--
is a Canadian owned diamond mining company.  Tahera's wholly-owned
Jericho project, commencing commercial production in early 2006,
represents Canada's third, and Nunavut's first, diamond mine.

On Jan. 16, 2008, Tahera obtained an order from the Ontario
Superior Court of Justice granting Tahera and its subsidiary
protection pursuant to the provisions of the CCAA.  Tahera sought
protection under CCAA, as its current cash flows and cash on hand
would not allow it to meet its current obligations and its
obligations with respect to the 2008 winter road resupply.  The
Ontario Superior Court of Justice extended the Debtor's CCAA stay
period until Sept. 30, 2008.


TARRAGON CORP: Sept. 2008 Balance Sheet Upside-Down by $212 Mil.
----------------------------------------------------------------
Tarragon Corp.'s balance sheet showed $840 million in total assets
and $1.03 billion in total liabilities, resulting in $212 million
in shareholders' deficit as of September 30, 2008, according to a
Form 10-Q filing with the Securities and Exchange Commission.

The company reported a $57.3 million net loss for the third
quarter of 2008, compared with a $184.8 million net loss in the
third quarter of 2007.  For the nine months ended September 30,
2008, the company had net losses of $105.4 million.

The company reported consolidated revenue for the third quarter of
$48.5 million, compared with $70.2 million in the same period of
2007.  Homebuilding sales, including revenue from unconsolidated
properties, were $30.2 million in the third quarter of 2008,
compared with $67.9 million in the same period of 2007.

The company said there is substantial doubt about its ability to
continue as a going concern.

As of September 30, 2008, Tarragon was not in compliance with
financial covenants in certain of its existing debt agreements,
including the debt service coverage ratio and net worth covenants
contained in the indentures governing its subordinated unsecured
notes.  In March 2008, Tarragon obtained a waiver of compliance
with the financial covenants applicable to the subordinated
unsecured notes through September 30, 2009.

On October 30, 2008, Tarragon entered into a Restructuring
Agreement with the holders of its subordinated unsecured notes,
and affiliates of William S. Friedman, its chairman and chief
executive officer, and Robert Rothenberg, its president and chief
operating officer.  The noteholders have agreed to support a
financial restructuring of Tarragon and to refrain from exercising
any of their rights and remedies under the terms of these notes
through June 30, 2009, subject to the terms and conditions of the
Restructuring Agreement.

As part of the financial restructuring, the notes and roughly
$39 million of indebtedness held by the Affiliates would be
restructured and become obligations of the reorganized Tarragon or
an affiliated issuer.  The Restructuring Agreement also
contemplates that Tarragon will enter into one or more definitive
agreements with a sponsor of an overall financial restructuring
plan.  Under the overall plan, which may be implemented through a
voluntary petition for Chapter 11 bankruptcy protection, the
sponsor of the plan and certain Tarragon debt holders will receive
shares of reorganized Tarragon's equity representing a controlling
interest in the reorganized company in exchange for the assumption
of indebtedness.

Tarragon is working with financial and legal advisors to identify
a plan sponsor and implement the financial restructuring plan.  In
addition, since September 30, 2007, Tarragon has sold 15 rental
properties and three development properties, and its current
efforts contemplate additional property sales and continued
reduction in its condominium inventory to fund operations and
reduce debt levels, along with continued reductions in its general
and administrative expenses and overhead, during the remainder of
2008 and 2009.

Tarragon said there can be no assurance that it will be able to
identify a plan sponsor or complete a financial restructuring as
contemplated by the Restructuring Agreement, obtain extensions,
refinance or repay matured or maturing debt, or fund operations
through planned sales of properties and completed homes in its
inventory.  If Tarragon is unable to complete the financial
restructuring, it will likely have no alternative to a forced sale
or liquidation of the company.

Also during the quarter, the company received a deficiency notice
from The NASDAQ Stock Market indicating that the company is not in
compliance with Marketplace Rule 4450(a)(5) because the minimum
bid price of the company's common stock has fallen below $1.00 per
share for 30 consecutive business days.  The notification has no
immediate effect on the NASDAQ listing or trading of the company's
common stock.

A full-text copy of Tarragon's Form 10-Q filing for the quarter
ended September 30, 2008, is available at no charge at:

               http://ResearchArchives.com/t/s?3593

Headquartered in New York City, Tarragon Corporation (NasdaqGS:
TARR) -- http://www.tarragoncorp.com/-- and its subsidiaries
engage in the development, ownership, and management of real
estate properties in the United States.  It operates in two
divisions, a Real Estate Development Division (Development
Division) and an Investment Division.  The Development Division
focuses on developing, renovating, building, and marketing homes
in high-density, urban locations and in master-planned
communities.  The Investment Division owns and operates a
portfolio of stabilized rental apartment communities located in
Alabama, Connecticut, Florida, New Jersey, Texas, Rhode Island,
Tennessee, Maryland, Oklahoma, Michigan, and Georgia.  The company
was founded in 1973.


TERENCE HAVENS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtors: Terence Havens
         Ramona Ann Havens
         586 Bay Villas Lane
         Naples, FL 34108

Case No.: 08-19188

Petition Date: December 1, 2008

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

Judge: Alexander L. Paskay

Debtors' Counsel: Harley E. Riedel, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison, St., #200
                  Tampa, FL 33602
                  Tel: 813-229-0144
                  hriedel.ecf@srbp.com

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

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

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


THE LOFTS: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: The Lofts on Clematis, LLC
        105 S. Narcissus Ave., Ste. 200
        West Palm Beach, FL 33401
        561-833-4440

Case No.: 08-28285

Petition Date: December 1, 2008

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

Judge: Paul G Hyman Jr.

Debtor's Counsel: Andrew J Nierenberg, Esq.
                  1500 San Remo Ave #125
                  Coral Gables, FL 33146
                  Tel: (305) 667-4641
                  Email: ajn1000@aol.com

Total Assets: $3,500,000

Total Debts:  $3,101,752

The Debtor identified Danan Group Inc. Architecture & Design and
the City of West Palm Beach as its two largest unsecured
creditors.  Danan Group has a $50,000 claim while the City's claim
is undetermined.


THOMAS LEDDY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Thomas F. Leddy
        dba Lupine & Co., LLC
        dba The Summit Rd., LLC
        1000 Park Avenue, Apt. 1F
        New York, NY 10028

Bankruptcy Case No.: 08-14803

Type of Business:  The Debtor is as sole member of Lupine & Co.,
                   LLC & The Summit Rd., LLC

Chapter 11 Petition Date: December 1, 2008

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Walter R. Capell, Esq.
                  wcapell@davidsonfink.com
                  Davidson, Fink, Cook, Kelly & Galbraith
                  28 East Main St., Ste. 1700
                  Rochester, NY 14614
                  Tel: (585) 546-6448
                  Fax: (585) 546-8125

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The First, N.A.                UCC on inventory  $5,750,000
c/o Pierce Atwood              owned by Lupine &
One Monument Square            Co., LLC
Portland, ME 04101

The First, N.A.                2 Pine Ledge, Mt. $1,307,568
c/o Pierce Atwood              Desert Island,
One Monument Square            Maine; secured:
Portland, ME 04101             1,200,000; senior
                               lien: 1,991,970

The First, N.A.                3 Summit Road,    $1,303,902
c/o Pierce Atwood              Northeast Harbor,
One Monument Square            Maine; secured:
Portland, ME 04101             $947,000

BNY/Mellon                                        $1,026,000
Church Street Station
P.O. Box 11211
New York, NY 10286-1211

Bar Harbor Bank & Trust        Promisory Notice  $1,025,000
c/o 88 Hamond Street           with Lupine & Co.,
P.O. Box 915                   LLC
Bangor, ME 04402

Aurora Loan Services           414 E. Macon      $986,477
c/o McCurdy & Chandler, LLC    Street, Savanah,
250 East Ponce De Leon         Avenue Georgia;
Avenue                         secured:
Decatur, GA 30030              $1,200,000; senior
                               lien: $885,569

Bar Harbor Bank & Trust        2 Pine Ledge, Mt.  $725,000
c/o 88 Hammond Street          Desert, Maine;
P.O. Box 915                   secured:
Bangor, ME 04402               $1,200,000; senior
                               lien: $1,266,970

Bar Harbor Bank & Trust        Promissory Note    $725,000
c/o 88 Hamond Street           with Lupine & Co.,
P.O. Box 915                   LLC
Bangor, ME 04402

Jane M. Gould                  Personal Loan      $550,000
One Sutton Place South
New York, NY 10022

The First, N.A.                Demand Loan to     $508,591
c/o Pierce Atwood              Lupine & Co., LLC
One Monument Square
Portland, ME 04101

The First, N.A.                Demand Loan to     $465,724
c/o Pierce Atwood              Thomas Leddy
One Monument Square
Portland, ME 04101

Internal Revenue Service       2006 Income Tax    $423,499
Andover, MA 05501              Return

The First, N.A.                Loan               $414,395
c/o Pierce Atwood
One Monument Square
Portland, ME 04101

Bank of America, N.A.                             $406,000
P.O. Box 660576
Dallas, TX 75266-0576

Internal Revenue Service       2005 Income Tax    $360,208
Andover, MA 05501

NYS Deptartment of Taxation    1997-1999 Income   $329,743
Bankruptcy Section             Tax
PO Box 5300
Albany, NY 12205-0300

The First, N.A.                Line of Credit     $304,165
c/o Pierce Atwood
One Monument Square
Portland, ME 04101

New York State Dept. of        2006 Income Tax    $153,958
Taxati                         Return
Bankruptcy Section
PO Box 5300
Albany, NY 12205-0300

Susan D. Scully                Personal Loan      $150,000
321 E. 43rd Street
Apt. 1015
New York, NY 10017

The First, N.A.                Demand Loan to     $192,191
c/o Pierce Atwood              Thomas Leddy
One Monument Square
Portland, ME 04101


TRERMONIA CDO: Moody's Downgrades Ratings on Four Note Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
classes of notes issued by Tremonia CDO 2005-1 PLC and left one of
these ratings on review for further possible downgrade.  The notes
affected by these rating actions are:

Class Description: $825,000,000 Class A-1 Tremonia CDO 2005-1 PLC
Floating Rate Notes Due 2045

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade
  -- Prior Rating Action Date: June 4, 2008

Class Description: $55,000,000 Class A-2 Tremonia CDO 2005-1 PLC
Floating Rate Notes Due 2045

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: June 4, 2008

Class Description: $33,000,000 Class B Tremonia CDO 2005-1 PLC
Floating Rate Notes Due 2045

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: June 4, 2008

Class Description: $79,500,000 Class C Tremonia CDO 2005-1 PLC
Floating Rate Notes Due 2045

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: June 4, 2008

The transaction is a managed cash CDO with the portfolio
consisting of a large portion of RMBS and ABS CDO securities,
among other assets.  This rating action is a result of credit
deterioration in the underlying portfolio due, in a significant
proportion, to expectations of increased losses in the underlying
RMBS and ABS CDO assets.  A significant proportion of the assets
are now rated sub-investment grade.  Since the last rating action,
the transaction has experienced a sharp increase in the average
rating factor of the portfolio as well as an increased amount of
defaults.

Moody's announced on Sept. 18, 2008 that it is revising its
expected loss assumptions of subprime and prime RMBS, specifically
of the second half 2005 -- first half 2007 vintages.  Moody's
stated that for purposes of monitoring its ratings of ABS CDOs
with exposure to second half 2005 -- first half 2007 subprime
RMBS, it will rely on certain projections of the lifetime average
cumulative losses for vintages of RMBS set forth in a recent
Moody's Special Report.

Moody's also announced in a press release entitled "Moody's
revising Alt-A lifetime loss expectations" on Nov. 17, 2008, that
it is revising its expectations of lifetime losses on pools
backing US Alt-A residential mortgage-backed securities issued in
2006 and 2007.  Moody's explained that it will utilize these
revised loss projections when monitoring ABS CDO ratings.


TRIBUNE CO: Sept. 2008 Balance Sheet Upside-Down by $6.2 Bil.
-------------------------------------------------------------
Tribune company's balance sheet showed $7.6 billion in total
assets and $13.9 billion in total liabilities, resulting in $6.2
billion in shareholders' deficit as of September 28, 2008,
according to a Form 10-Q filing with the Securities and Exchange
Commission.  The company's balance sheet also indicates strained
liquidity -- Tribune had $1.3 billion in cash and other current
assets on $1.9 billion of current liabilities.

The company has reported $121.5 million in net loss for the third
quarter ended September 28, 2008, compared to a $152.7 million net
income for the same period last year.  Tribune's 2008 third
quarter operating revenues decreased 10%, or $122 million, to $1
billion.  Consolidated cash operating expenses were up 6%, or $57
million.  Operating cash flow decreased 67% to $90 million in the
2008 quarter from $268 million in the 2007 quarter, while
operating profit declined 83% to $37 million from $217 million.

"We are operating in an exceptionally difficult financial and
economic environment," commented Sam Zell, Tribune chairman and
CEO.  "The newspaper industry continues to see extraordinary
declines in ad revenues, and Tribune is no exception.  But, we
continue to aggressively pursue our operating strategy, and to
tightly manage the factors that are within our control.
Internally, we have established momentum on developing new
initiatives and our culture now reflects that focus and mindset."

Tribune has said advertising revenues decreased 19%, or $111
million, for the quarter.  The company said circulation revenues
were down 2%, or $2 million, due to a decline in total net paid
circulation copies for both daily (Mon-Fri) and Sunday, partially
offset by selective price increases.  The largest revenue declines
were at Chicago, Hartford, and Los Angeles.  Circulation revenues
increased at South Florida and Orlando.  Total net paid
circulation averaged 2.2 million copies daily, off 7% from the
prior year's third quarter, and 3.3 million copies Sunday,
representing a decline of 5% from the prior year.

Tribune is in the process of disposing of an interest in its
Chicago Cubs operations which include the baseball team, Wrigley
Field and the company's 25% investment in Comcast SportsNet
Chicago.  The company expects to complete the transaction within
the next year.  The disposition of an interest in the Chicago Cubs
baseball team is subject to the approval of Major League Baseball.

A full-text copy of Tribune Co.'s Form 10-Q for the quarter ended
September 28, 2008, is available at no charge at:

              http://ResearchArchives.com/t/s?3592

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
is a media company, operating businesses in publishing,
interactive and broadcasting, including ten daily newspapers and
commuter tabloids, 23 television stations, WGN America, WGN-AM and
the Chicago Cubs baseball team.

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Fitch Ratings downgraded Tribune Company's Issuer Default Rating
to 'CCC' from 'B-'; senior guaranteed revolving credit facility to
'CCC/RR4' from 'B/RR3'; senior guaranteed term loan to 'CCC/RR4'
from 'B/RR3'; senior unsecured bridge loan to 'CC/RR6' from
'CCC/RR6'; senior unsecured notes to 'CC/RR6' from 'CCC/RR6'; and
subordinated exchangeable debentures due 2029 to 'CC/RR6' from
'CCC-/RR6'.  Fitch said that about $13.4 billion of debt is
affected by this action and that the rating outlook is negative.


TROPICANA ENTERTAINMENT: Wants Aztar's Chapter 11 Case Dismissed
----------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to dismiss the
Chapter 11 case of Aztar Indiana Gaming Company, LLC, Case No. 08-
10861.  The Debtors reason that Aztar GCL's assets are conditioned
upon a sale.

To note, Aztar Riverboat Holding Company, LLC, as seller, and
Resorts Indiana, LLC, as buyer, and Eldorado Resorts, LLC, as
parent guarantor, entered into a securities purchase agreement on
March 31, 2008.  The Purchase Agreement provides for the sale of
Aztar Riverboat's outstanding membership interests in Aztar
Indiana GCL -- the legal entity holding the Casino Aztar
Evansville and certain other assets -- for $190,000,000 in cash,
a $30,000,000 note to be issued by an affiliate of Eldorado, and
an "earn-out" payment of up to $25,000,000 payable if Eldorado
achieves specified financial performance benchmarks.

However, before the Aztar sale closed, the Debtors filed for
bankruptcy on May 5, 2008.  The Purchase Agreement included
certain specific bankruptcy-related provisions that were
triggered upon a Chapter 11 filing by the Debtors.  The Debtors
filed the Casino Aztar Sale Motion on Aug. 21, 2008.

The Debtors currently intend to proceed with a sale of the
Evansville Assets to Eldorado pursuant to the Purchase Agreement.

If the Debtors effectuate the sale of the Evansville Assets in
accordance with the Purchase Agreement, then Eldorado will own
the equity of, and control, Aztar Indiana GCL, and those assets
will not be part of the Debtors' estates and will not be
necessary for a restructuring of the Debtors, Mark D. Collins,
Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, says.

Mr. Collins asserts that dismissal of Aztar Indiana GCL's Chapter
11 case will eliminate costly, time-consuming claims resolution
process with respect to disputed claims asserted against the
Debtor.  Instead, he points out, all claims filed by the Aztar
Indiana GCL's creditors, and all scheduled amounts of the Debtor
due and owing to its creditors, will be resolved and paid in the
ordinary course of business.

"In essence, dismissal of the Chapter 11 Case of Aztar Indiana
Gaming is a perfunctory step towards closing the sale to the
Buyer [Eldorado]," Mr. Collins tells the Court.  He maintains
that the benefits to be gained by the Debtors, their estates and
creditors, and parties-in-interest constitute "cause" for the
dismissal of Aztar Indiana GCL's bankruptcy case.

The Court has convened a hearing on Nov. 18, 2008, to consider the
Debtors' request.  Objections were due by Nov. 17.  Judge Kevin
Carey has also ordered a telephonic status hearing on Nov. 17.

                 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)


TROPICANA ENTERTAINMENT: William Yung Regrets Acquisition
---------------------------------------------------------
Hotelier William Yung, III, told Cincinnati.com that he regrets
buying Tropicana, which had the "potential to make him a major
figure in the U.S. Gambling industry."

"You've seen what we've gone through -- the debacle that caused
the downfall of the [Tropicana] company.  I wish I'd never done
it," Cincinnati.com quoted Mr. Yung as saying.

Mr. Yung bought Aztar Corp. in 2007 for $2,800,000,000, and
renamed it Tropicana Entertainment, after its famous casinos in
Atlantic City and Las Vegas, according to the report.

The New Jersey Supreme Court is scheduled to hear oral arguments,
on Nov. 18, 2008, on Tropicana Entertainment's appeal of the New
Jersey Gaming Commission's decision to revoke the gaming license
of Tropicana Casino and Resort of Atlantic City.

According to various reports, Tropicana Entertainment will argue
in its appeal before the NJ Supreme Court that, among other
things, (1) State Senate President Richard Codey's Nov. 14, 2007,
letter on behalf of Local 54 of the UNITE-HERE union workers
improperly influenced the state commission's decision to revoke
its license, and (2) state casino law requiring an independent
audit committee is "impermissibly vague" and that it should not
have been penalized for not having a committee deemed satisfactory
to the state commission for several months.

The Associated Press noted that the Union was ultimately not
permitted to intervene in the licensing hearing as a party with a
stake in the outcome.  However, the Union was allowed to make a
statement near the end, AP said.

AP added that NJ Gaming Commission Chairwoman Linda Kassekert has
also instructed that the Codey Letter be ignored when deciding on
whether or not Tropicana's license should be renewed.

The decision not to renew Tropicana Entertainment's gaming license
led to several defaults in lending agreements and ultimately
forced the Company to seek bankruptcy protection, Cincinnati.com
pointed out.

The report said that Mr. Yung is negotiating with creditors "to
swap debt forgiveness for at least partial ownership in the
company."  As previously reported, Mr. Yung still owns Tropicana
Entertainment, but is no longer a member of the board of
directors.

The sale of Tropicana Atlantic City has also been put on hold
pending the outcome of the appeal.  Tropicana Atlantic City is
currently overseen by state-appointed conservator retired supreme
court justice Gary S. Stein.

Cincinnati.com added that Tropicana officials are in discussions
with creditors to eliminate debt in exchange for equity.
Mr. Yung declined to comment on whether or not he envisions
remaining a partial owner of Tropicana Entertainment, the report
said.

Cincinnati.com also noted that the slowing economy and credit
crunch have also affected Mr. Yung's Columbia Sussex, which
includes 75 hotels.  Columbia Sussex is a separate entity and is
not part of the bankruptcy.

                 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 Jan. 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)


TRUMP ENTERTAINMENT: Moody's Cuts Ratings to Ca; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service lowered Trump Entertainment Resorts
Holdings, LP's ratings in response to the company's announcement
that it does not intend to make the $53.1 million Dec. 1, 2008,
interest payment on its 8.5% senior secured notes due 2015 as part
of a strategy to preserve liquidity.  The indenture governing the
notes provide for a 30-day grace period to cure such payment
defaults.  The rating outlook is negative.  Trump has an SGL-4
speculative grade liquidity rating which indicates weak liquidity.

These ratings were lowered:

  -- Probability of default rating to Ca from Caa2

  -- Corporate family rating to Ca from Caa1

  -- $1.25 billion senior secured notes due 2015 to Ca (LGD4, 64%)
     from Caa2 (LGD4, 53%)

The negative rating outlook considers that while Trump intends to
pursue discussions with its lenders to restructure its capital
structure, there is no assurance that the company will
successfully achieve any such alternative in the near term.  The
negative outlook also acknowledges that if the interest payment is
not made within the grace period, the holders of 25 percent of the
outstanding principal of Trump's secured notes would be allowed to
accelerate the maturity of the notes.  Additionally, the lenders
under the company's $490 million (unrated) senior secured bank
loan would be permitted to accelerate repayment of the loan.
Moody's previous rating action related to Trump occurred on
Oct. 13, 2008 when Moody's lowered the company's ratings in
response to continued declines in gaming revenue.

Trump Entertainment Resorts Holdings, LP owns and operates the
Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino and
the Trump Marina Hotel Casino in Atlantic City, New Jersey.  Net
revenue for the latest 12-months ended Sept. 30, 2008, was about
$954 million.


TRUMP ENTERTAINMENT: S&P's Corporate Credit Rating Tumbles to 'D'
-----------------------------------------------------------------
On Dec. 1, 2008, Standard & Poor's Ratings Services lowered its
corporate credit rating on Atlantic City-based Trump Entertainment
Resorts Holdings L.P. to 'D' from 'CCC'.  In addition, the issue-
level rating on the senior secured notes co-issued by TER and
Trump Entertainment Resorts Funding Inc. was lowered to 'D' from
'CCC-'.

"The rating actions stem from the company's announcement that it
will forego making the Dec. 1, 2008 interest payment on its senior
secured notes," said S&P's credit analyst Ben Bubeck.  A payment
default has not occurred relative to the legal provisions of the
notes since there is a 30-day grace period to make the payments.
However, S&P consider a default to have occurred when a payment
related to an obligation is not made, even if a grace period
exists, when the nonpayment is a function of the borrower being
under financial stress -- unless S&P are confident that the
payment will be made in full during the grace period.

If the interest payment due under the senior secured notes is not
paid during the 30-day grace period, holders of 25% of the
outstanding principal amount of the notes would be permitted to
accelerate the maturity of the notes.  This would result in a
cross-default under the company's senior secured term loan
(unrated).


U-SAFE INVESTMENTS: Taps F. Coulter and M. Voisenat as Counsel
--------------------------------------------------------------
U-Safe Investments, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California for authority to employ Fayedine
Coulter, Esq., and Marc Voisenat, Esq., as bankruptcy counsel.

As the Debtor's bankruptcy counsel, Ms. Coulter and Mr. Voisenat
will assist the Debtor in preparing and filing a plan of
reorganization and disclosure statement.

Ms. Coulter and Mr. Voisenat bill at $300 per hour.

To the best of the Debtor's knowledge, Ms. Coulter and Mr.
Voisenat do not hold or represent any interest adverse to the
Debtor or its estate, and do not have any connections with the
Debtor, creditors, or any other party in interest in the Debtor's
case.

Oakland, Calif.-based U-Safe Investments, LLC filed for Chapter 11
relief on Oct. 14, 2008 (Bankr. N.D. Calif. Case No. 08-45880).
In its schedules, the Debtor listed total assets of $27,462,062,
and total debts of $17,345,256.


U-SAFE INVESTMENTS: Files List of 8 Largest Unsecured Creditors
---------------------------------------------------------------
U-Safe Investments, LLC, filed with the Northern District of
California a list of its eight largest unsecured creditors:

     Entity                     Nature of Claim    Amount of Claim
     ------                     --------------     ---------------
Malibu Reconveyance LLC for                          $6,000,000
JCRA Investment Co.
PO Box 4987
Chatsworth, CA 91313

Heaven Investments for                                 $300,000
Lisa K. Petri

Shei Ming Djang                 Personal               $300,000
21345 Hawthorne Blvd.           unsecured loan
Suite 223                       for opening of
Torrance, CA 90503              hotel

Heaven Investments for                                 $180,000
Banquer Revocable Trust

American Discount Security      Services                $50,000
33231 Transit Ave.
Union City, CA 94587

Theo Insurance Services, Inc.   Insurance               $12,456
3600 Wilshire Blvd.,            Installment
Suite 414
Los Angeles, CA 90010

San Francisco Fire Protection                            $2,000
1355 Fairfax Ave. Suite 13
San Francisco, CA 94124

National Construction           Fence rental               $800
Rentals
PO Box 4503
Pacoima, CA 91333

Oakland, Calif.-based U-Safe Investments, LLC filed for Chapter 11
relief on Oct. 14, 2008 (Bankr. N.D. Calif. Case No. 08-45880).
Fayedine Coulter, Esq, at the Law Offices of Fayedine Coulter,
represents the Debtor as counsel.  In its schedules, the Debtor
listed total assets of $27,462,062, and total debts of
$17,345,256.


U-SAFE INVESTMENTS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
U-Safe Investments, LLC filed with the U.S. Bankruptcy Court for
the Northern District of California, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------      -----------
  A. Real Property               $27,000,000
  B. Personal Property              $462,062
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $16,980,000
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding                               $365,256
     Unsecured Non-priority
     Claims
                                  -----------     -----------
TOTAL                             $27,462,062     $17,345,256

Oakland, Calif.-based U-Safe Investments, LLC filed for Chapter 11
relief on Oct. 14, 2008 (Bankr. N.D. Calif. Case No. 08-45880).
Fayedine Coulter, Esq, at the Law Officews of Fayedine Coulter,
represents the Debtor as counsel.


VERENIUM CORP: Sept. 2008 Balance Sheet Upside-Down by $29.1 Mil.
-----------------------------------------------------------------
Verenium Corporation's balance sheet showed $172.4 million in
total assets, $181.9 million in total liabilities, a net asset
deficiency and stockholders' deficit of $29.1 million and an
accumulated deficit of $610.0 million as of September 30, 2008,
according to a Form 10-Q filing with the Securities and Exchange
Commission.

The company reported $133.2 million in net loss for the third
quarter of 2008, compared with $20.4 million in net loss in the
third quarter of 2007.  For the nine months ended September 30,
2008, the company had net losses of $172.9 million.

Total revenues for the third quarter and nine months ended
September 30, 2008, were $16.4 million and $49.9 million,
respectively, compared to $10.9 million and $33.3 million for the
same periods in 2007.  The increase in total revenue resulted from
solid growth in product revenue, partially offset by a decrease in
collaborative and grant revenue.

The company said it will require additional capital to fund its
operations, and plans to address the expected shortfall of working
capital through a combination of additional corporate partnerships
and collaborations, federal and state grant funding, incremental
product sales, selling or financing assets, and, if necessary and
available, the sale of equity or debt securities.  If the company
is unsuccessful in raising additional capital from any of these
sources, it will defer, reduce, or eliminate certain planned
expenditures.  The company will continue to consider other
financing alternatives including but not limited to, a divesture
of all or part of its business.  There can be no assurance that
the company will be able to obtain any sources of financing on
acceptable terms, or at all.  If the company cannot obtain
sufficient additional financing in the short-term, it may be
forced to restructure or significantly curtail its operations,
file for bankruptcy or cease operations.

On August 6, 2008, the company entered into a strategic
partnership with BP Biofuels North America LLC, a member of the BP
family of companies, to accelerate the development and
commercialization of cellulosic ethanol, specifically in the field
of conversion of biomass to fermentable sugars for the production
of ethanol.  During the initial 18-month phase of the joint
development program the company expects to receive $90 million in
connection with the transaction, of which $24.5 million has been
received as of September 30, 2008.  In connection with this
strategic partnership, the company formed a special purpose
entity, Galaxy Biofuels LLC.  Verenium expects the BP funding to
substantially fund its working capital requirements into 2009.

A full-text copy of Verenium's Form 10-Q for the period ended
September 30, 2008, is available at no charge at:

             http://ResearchArchives.com/t/s?3594

                       About Verenium Corp.

Based in Cambridge, Massachusetts, Verenium Corporation  (Nasdaq:
VRNM) -- http://www.verenium.com/-- is engaged in the development
and commercialization of next-generation cellulosic ethanol, an
environmentally-friendly and renewable transportation fuel, as
well as high-performance specialty enzymes for applications within
the alternative fuels, specialty industrial processes, and animal
nutrition and health markets.

                 Going Concern/Possible Bankruptcy

As reported in the Troubled Company Reporter on April 1, 2008,
Ernst & Young LLP, in San diego, expressed substantial doubt about
Verenium Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring operating losses and accumulated deficit of
$437.1 million at Dec. 31, 2007.


VERENIUM CORP: Appoints Jeffrey Black as Interim CFO
----------------------------------------------------
Verenium Corp. has named Jeffrey G. Black, who has been the
company's Vice President and Chief Accounting Officer since April
of 2005, as interim Chief Financial Officer.

On November 17, 2008, the employment of John A. McCarthy, Jr.,
Executive Vice President and Chief Financial Officer of Verenium,
was terminated.

Mr. Black will serve as CFO while the company conducts a search
for a replacement.  Mr. Black, 40, joined Verenium from Isis
Pharmaceuticals where he served as Executive Director and
Corporate Controller since 2003.  Prior to joining Isis, Mr. Black
served as a principal and Interim Financial Executive for Regent
Pacific Management Corporation, a financial advisory firm.  Mr.
Black, a certified public accountant with over 17 years of
experience in accounting, finance, and operations management,
began his career at Ernst & Young.

"We are confident Jeff will provide excellent continuity and
stewardship during this period of transition," said Carlos A.
Riva, President and Chief Executive Officer of Verenium.  "John
provided valuable contributions to the Company during his tenure
here, and we wish him well in his future endeavors.  We will be
initiating a search for a replacement as our focus shifts to
large-scale commercialization of our technologies."

In a Form 3 filing with the Securities and Exchange Commission,
Mr. Black disclosed that he may be deemed to beneficially own
1,667 shares of the company's common stock as of November 5, 2008.
The shares are restricted and fully vest on December 20, 2008.
Mr. Black also holds incentive stock options and non-qualified
stock options.

                       About Verenium Corp.

Based in Cambridge, Massachusetts, Verenium Corporation  (Nasdaq:
VRNM) -- http://www.verenium.com/-- is engaged in the development
and commercialization of next-generation cellulosic ethanol, an
environmentally-friendly and renewable transportation fuel, as
well as high-performance specialty enzymes for applications within
the alternative fuels, specialty industrial processes, and animal
nutrition and health markets.

                 Going Concern/Possible Bankruptcy

As reported in the Troubled Company Reporter on April 1, 2008,
Ernst & Young LLP, in San diego, expressed substantial doubt about
Verenium Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring operating losses and accumulated deficit of
$437.1 million at Dec. 31, 2007.

As of September 30, 2008, Verenium Corporation's balance sheet
showed $172.4 million in total assets, $181.9 million in total
liabilities, a net asset deficiency and stockholders' deficit of
$29.1 million and an accumulated deficit of $610.0 million.  The
company reported $133.2 million in net loss for the third quarter
of 2008, compared with $20.4 million in net loss in the third
quarter of 2007.  For the nine months ended September 30, 2008,
the company had net losses of $172.9 million.

The company has said it will require additional capital to fund
its operations, and plans to address the expected shortfall of
working capital through a combination of additional corporate
partnerships and collaborations, federal and state grant funding,
incremental product sales, selling or financing assets, and, if
necessary and available, the sale of equity or debt securities.
If the company is unsuccessful in raising additional capital from
any of these sources, it will defer, reduce, or eliminate certain
planned expenditures.  The company will continue to consider other
financing alternatives including but not limited to, a divesture
of all or part of its business.  There can be no assurance that
the company will be able to obtain any sources of financing on
acceptable terms, or at all.  If the company cannot obtain
sufficient additional financing in the short-term, it may be
forced to restructure or significantly curtail its operations,
file for bankruptcy or cease operations.

On August 6, 2008, the company entered into a strategic
partnership with BP Biofuels North America LLC, to accelerate the
development and commercialization of cellulosic ethanol.  During
the initial 18-month phase of the joint development program, the
company expects to receive $90 million in connection with the
transaction, of which $24.5 million has been received as of
September 30, 2008.  In connection with the strategic partnership,
the company formed a special purpose entity, Galaxy Biofuels LLC.
Verenium expects the BP funding to substantially fund its working
capital requirements into 2009.


VERENIUM CORP: EVP Gregory Powers Discloses Equity Stake
--------------------------------------------------------
Gregory L. Pwers, Verenium Corp.'s EVP for Research and
Development, disclosed in a Form 3 filing with the Securities and
Exchange Commission that he holds 100,000 shares of the company's
common stock as of November 5, 2008.  The shares are restricted
and vest in eight equal quarterly installments on each quaterly
anniversary of the effective date of employment.  Mr. Powers also
holds employee stock options and incentive stock options.

Meanwhile, William H. Baum, Verenium's EVP for Bioscience
Products, disclosed in Form 4 filings with the Securities and
Exchange Commission that he unloaded 2,000 shares of the company's
common stock on November 15.  This represents shares sold to cover
taxes on the vesting of a restricted stock award, pursuant to a
Rule 10b5-1 plan previously adopted by Mr. Baum.  As a result, Mr.
Baum held 159,254 after the deal.

On November 24, Mr. Baum sold off another 900 shares, further
lowering his stake to 158,354 shares.

The number of shares of Verenium's Common Stock outstanding as of
November 3, 2008, was 67,483,852.

                       About Verenium Corp.

Based in Cambridge, Massachusetts, Verenium Corporation  (Nasdaq:
VRNM) -- http://www.verenium.com/-- is engaged in the development
and commercialization of next-generation cellulosic ethanol, an
environmentally-friendly and renewable transportation fuel, as
well as high-performance specialty enzymes for applications within
the alternative fuels, specialty industrial processes, and animal
nutrition and health markets.

                 Going Concern/Possible Bankruptcy

As reported in the Troubled Company Reporter on April 1, 2008,
Ernst & Young LLP, in San diego, expressed substantial doubt about
Verenium Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring operating losses and accumulated deficit of
$437.1 million at Dec. 31, 2007.

As of September 30, 2008, Verenium Corporation's balance sheet
showed $172.4 million in total assets, $181.9 million in total
liabilities, a net asset deficiency and stockholders' deficit of
$29.1 million and an accumulated deficit of $610.0 million.  The
company reported $133.2 million in net loss for the third quarter
of 2008, compared with $20.4 million in net loss in the third
quarter of 2007.  For the nine months ended September 30, 2008,
the company had net losses of $172.9 million.

The company has said it will require additional capital to fund
its operations, and plans to address the expected shortfall of
working capital through a combination of additional corporate
partnerships and collaborations, federal and state grant funding,
incremental product sales, selling or financing assets, and, if
necessary and available, the sale of equity or debt securities.
If the company is unsuccessful in raising additional capital from
any of these sources, it will defer, reduce, or eliminate certain
planned expenditures.  The company will continue to consider other
financing alternatives including but not limited to, a divesture
of all or part of its business.  There can be no assurance that
the company will be able to obtain any sources of financing on
acceptable terms, or at all.  If the company cannot obtain
sufficient additional financing in the short-term, it may be
forced to restructure or significantly curtail its operations,
file for bankruptcy or cease operations.

On August 6, 2008, the company entered into a strategic
partnership with BP Biofuels North America LLC, to accelerate the
development and commercialization of cellulosic ethanol.  During
the initial 18-month phase of the joint development program, the
company expects to receive $90 million in connection with the
transaction, of which $24.5 million has been received as of
September 30, 2008.  In connection with the strategic partnership,
the company formed a special purpose entity, Galaxy Biofuels LLC.
Verenium expects the BP funding to substantially fund its working
capital requirements into 2009.


VILANO BEACH: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Vilano Beach Development, LLC
        fka Vilano Beach Redevelopment, LLC
        2801 Coastal Hwy
        St. Augustine, FL 32084

Bankruptcy Case No.: 08-07540

Type of Business: The Debtor owns a residential commercial
                  complex

Chapter 11 Petition Date: December 1, 2008

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Lance Paul Cohen, Esq.
                  cohenthurston@cs.com
                  Cohen & Thurston, P.A.
                  1723 Blanding Boulevard, #102
                  Jacksonville, FL 32210
                  Tel: (904) 388-6500

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wakefield Beasley                                $650,000
4500 Salsbury Road
Jacksonville, FL 32216

Dennis Hollingsowrth                             $230,000

Scott Niederwmmer                                $30,000

James Little                                     $30,000

Vivid Marketing                                  $30,000

Clary & Associates                               $15,000

The petition was signed by managing director Charles K. Smith.


WELLMAN INC: Proposes Incentive Plan; U.S. Trustee & Panel Object
-----------------------------------------------------------------
Wellman Inc., and its affiliated debtors seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to
implement an incentive plan for their eight senior managers and
other employees in connection with the sale or reorganization of
their business.  The Sale and Reorganization Incentive Plan will
provide a base bonus pool of $2,700,000, of which $2,000,000 will
be paid to the eight senior managers based on an agreed
distribution while the rest will be paid to the other employees on
a discretionary basis.  They will get their bonuses after the sale
has been completed or the reorganization plan has been confirmed.

However, the Debtors' request met oppositions from the Official
Committee of Unsecured Creditors and Diana G. Adams, the United
States Trustee for Region 2.

The Committee pointed out that only the secured creditors will
benefit from the efforts of the senior managers unless the
proceeds realized from the asset sale exceed the Debtors' secured
debt obligations.

The U.S. Trustee argued that the Plan "improperly attempts to
bypass important new provisions of the Bankruptcy Abuse and
Consumer Protection Act of 2005 by recharacterizing the proposed
bonuses as financial 'incentive' payments."

Since the two objections, more than 60 of the Debtors' staff
employees have filed objections to the Proposed Incentive Plan.

"As a long-term employee of Wellman, I am concerned and
embarrassed that my company would propose such a plan," one of
the staff employees says.

The Staff Employees contend that the Debtors are "in this
situation" due in part to poor business and financial decisions
by the leaders who would benefit from the Plan, and that to
consider offering bonuses to them is incomprehensible.

The Staff Employees thus ask the Court to consider the needs of
small business suppliers who may "face Chapter 11" if forced to
absorb all of the credit extended to the Debtors.

Meanwhile, the Debtors delivered to the Court a summary of
material modifications to Wellman Inc.'s Severance Pay Plan for
Salaried Employees.  The amendments are effective September 16,
2008:

  -- a participant's severance benefit will be one month's pay,
     subject to certain limitations described in the Plan;

  -- benefits will be derived from the calculation of base
     salary at the time of termination up to a maximum salary of
     $100,000;

  -- the severance amount will be reduced by the amount of any
     overpayment of salary and wages; and

  -- the payment of severance benefits will not be made if the
     Company, in its sole discretion, determine that it does not
     have adequate liquidity to make severance payments or is
     unable to operate as an ongoing concern in compliance with
     the requirements of its DIP agreement and its lien holders.

                       About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.  Lazard Freres & Co., LLC, acts as
the Debtors' financial advisors and investment bankers.  Conway,
Del Genio, Gries & Co., LLC, was also retained as the Debtors'
chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets of
$124,277,177 and total liabilities of $600,084,885, as of Dec. 31,
2007, on a stand-alone basis.  Debtor-affiliate ALG, Inc., listed
assets between $500 million and $1 billion on a stand-alone basis
at the time of the bankruptcy filing.  Debtor-affiliates Fiber
Industries Inc., Prince Inc., and Wellman of Mississippi Inc.,
listed assets between $100 million and $500 million at the time of
their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


WELLMAN INC: RejectS Wholesale Warehousers Sale Pact
----------------------------------------------------
Wellman Inc. and its affiliates and Wholesale Warehousers, Inc.,
entered into a purchase and sale agreement for the sale of a
certain property in Florence County, South Carolina, for $825,000.
The sale includes all personal property, buildings, and
improvements in the Property.

About $50,000 of the purchase price was paid upon the execution
of the Agreement as a deposit with the remainder due upon the
closing on the sale of the Property.

Due to the commencement of the Debtors' Chapter 11 cases, the
Debtors and Wholesale Warehousers mutually agreed to postpone the
Sale pending a resolution of the bankruptcy proceedings.

On September 26, 2008, the Debtors executed a letter of intent
agreeing to sell all of the assets, exclusively related to the
operations and business of their facility in Johnsonville, South
Carolina, to New Horizons Plastics Recycling LLC and certain of
its investors.  The Debtors subsequently filed a request for the
sale approval of the Johnsonville Facility along with the
assumption and assignment of certain contracts relating to the
Facility.  The Sale Motion also provided that the Debtors could
assume and assign certain executory contracts to New Horizons,
and established procedures for the assumption, assignment and
rejection of additional executory contracts.  The U.S. Bankruptcy
Court for the Southern District of New York approved the
Johnsonville Sale on October 22, 2008, and it was closed
shortly thereafter.

However, the Debtors tell the Court that assets being sold
Horizon Assets include certain property that was initially going
to be sold to Wholesale Warehousers under the Florence Agreement.
New Horizons required the Debtors to transfer the Wholesale
Property to it as part of the Johnsonville Sale and reject the
Florence Agreement.

Accordingly, the Debtors served Wholesale Warehousers a notice of
rejection for the Florence Agreement.  Wholesale Warehousers then
relayed it no longer desires to purchase the Property and has
consented to the Debtors' rejection of the Florence Agreement.

The Debtors and Wholesale Warehousers consequently stipulate that
the Florence Agreement will be deemed rejected without any
further action by the parties, and the Debtors will return the
Deposit within five business days of the entry of the Court order
approving the stipulation.

Other than the return of the Deposit, Wholesale Warehousers will
not be entitled to any claims for damages or to assert any causes
of action relating to or arising from the Florence Agreement.

                       About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.  Lazard Freres & Co., LLC, acts as
the Debtors' financial advisors and investment bankers.  Conway,
Del Genio, Gries & Co., LLC, was also retained as the Debtors'
chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets of
$124,277,177 and total liabilities of $600,084,885, as of Dec. 31,
2007, on a stand-alone basis.  Debtor-affiliate ALG, Inc., listed
assets between $500 million and $1 billion on a stand-alone basis
at the time of the bankruptcy filing.  Debtor-affiliates Fiber
Industries Inc., Prince Inc., and Wellman of Mississippi Inc.,
listed assets between $100 million and $500 million at the time of
their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


WILLIAM BURCH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: William Burch
         Juanita Burch
         P.O. Box 201583
         Arlington, TX 76006

Case No.: 08-45761

Petition Date: December 1, 2008

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

Judge: Russell F. Nelms

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: 972-991-5591
                  Email: eric@ealpc.com

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

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

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

         http://bankrupt.com/misc/txnb08-45761.pdf


YRC WORLDWIDE: Seeks to Modify Teamsters Labor Contract
-------------------------------------------------------
YRC Worldwide Inc. said November 28, 2008, that its Yellow
Transportation, Roadway, Holland and New Penn business units have
reached a tentative agreement with the International Brotherhood
of Teamsters to modify the current labor agreement for employees
covered by the National Master Freight Agreement, effective
April 1, 2008 through March 31, 2013.

Details surrounding the modification are expected to be available
this week following further discussions with labor leadership and
the affected employees.

The modification does not become effective until it is ratified by
the affected members.

William Zollars, Chairman, President and CEO of YRC Worldwide,
commented, "We have already taken a number of steps to strengthen
our financial position and improve both our profitability and our
competitiveness, including the continued successful integration of
Yellow Transportation and Roadway, the exchange of equity for
notes through private transactions, modification of our non-union
pension and retirement plans, sales of excess properties and, most
recently, the commencement of a $100 million tender offer to
purchase outstanding notes. While these efforts have been
effective, the worsening macroeconomic crisis in America and the
increasingly critical state of our industry mean that we must take
additional measures."

Mr. Zollars continued, "The industry decline in volumes and
pricing is continuing in the current quarter, affecting our
profits and cash flow and our ability to pay down debt from
operating funds. The modification to the agreement, which we
expect to be ratified in December, will establish a more
competitive cost structure allowing us to accelerate our market
share recovery and capitalize on opportunities for future growth,
while at the same time, defending the long-term prospects and job
security of our employees."

"Extraordinary times call for extraordinary action," said Mike
Smid, President and CEO of YRC North American Transportation.  "In
that regard, our employees should be proud of the professionalism
and seriousness that the Teamsters took on all fronts in their
approach in reaching this tentative agreement.  We look forward to
continuing to work with them to protect the future of our
employees and our company.  At the end of the day, we have the
interests of our employees and our customers in common, and
together we are working hard to make our business more competitive
and improve our position going forward."

Based in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs approximately 58,000
people.

                          *     *     *

As reported by the Troubled Company Reporter on November 21,
Standard & Poor's Ratings Services lowered its ratings on YRC
Worldwide Inc. and its subsidiaries, including lowering the
corporate credit rating to 'B' from 'BB'.  "The rating actions
reflect heightened concerns over the company's covenant cushion,
liquidity position, and operating prospects over the next year,
given the slowing U.S. economy, operational challenges, and
mounting competitive pressures in the trucking sector," said
Standard & Poor's credit analyst Anita Ogbara.

On October 16, 2008, Fitch Ratings downgraded the ratings of YRC
Worldwide Inc. and its Roadway LLC and YRC Regional
Transportation, Inc. subsidiaries, to non-investment grade.
Fitch's ratings apply to approximately $1.0 billion in
consolidated debt and a $950 million revolving credit facility.
The Rating Outlook for YRCW remains Negative.

Fitch said the ratings reflect the potential for continued
deterioration in less-than-truckload market conditions through at
least the middle of 2009, which has significantly increased the
risk in YRCW's near term credit profile. Fitch said the slowdown
in global economic growth likely will have a negative effect on
YRCW's primary retail and industrial customer base, potentially
driving the company's revenue and EBITDA in upcoming quarters well
below prior forecasts.  Although Fitch expects YRCW to maintain
sufficient liquidity and remain in compliance with its credit
facility covenants through the end of 2008, the likelihood of a
covenant breach or liquidity squeeze in the second quarter of 2009
has increased materially.


YRC WORLDWIDE: Unveils $100 Mil. Tender Offer for Debt Securities
-----------------------------------------------------------------
YRC Worldwide Inc. commenced on November 25, 2008, a cash tender
offer to pay an aggregate purchase amount -- including accrued and
unpaid interest -- not to exceed $100 million for its contingent
convertible senior notes and notes of YRC Regional Transportation,
Inc. -- formerly USFreightways Corporation -- the company's wholly
owned subsidiary.  The principal purpose of the tender offer is to
purchase notes up to the Maximum Aggregate Purchase Amount, reduce
debt and interest costs, increase net income and improve leverage.
The series of notes that are the subject of the tender offer are:

                                          Aggregate
                                          Principal   Acceptance
CUSIP    Title of                        Amount      Priority   Purchase
Numbers  Securities          Issuer      Outstanding Level      Price
-------  ----------          ------      ----------- ---------- --------
985509   5.0% Contingent     YRC         $850,000         1         $450
AN 8     Convertible Senior  Worldwide
          Notes due 2023      Inc.

985577   5.0% Net Share      YRC         $235,987,000     2         $450
AA 3     Settled Contingent  Worldwide
          Convertible Senior  Inc.
          Notes due 2023

985509   3.375% Contingent   YRC         $5,384,000       3         $370
AQ 1     Convertible Senior  Worldwide
          Notes due 2023      Inc.

985577   3.375% Net Share    YRC         $144,616,000     4         $370
AB 1     Settled Contingent  Worldwide
          Convertible Senior  Inc.
          Notes due 2023

916906   8-1/2% Guaranteed   YRC         $150,000,000     5         $620
AB 6     Notes due           Regional
          April 15, 2010      Transportation,
                              Inc.

   (1) Per $1,000 principal amount of Notes that are accepted for
       purchase.  Does not include Accrued Interest.

In a news statement on November 24, YRC Worldwide said the tender
offer is consistent with its plans to reduce debt and improve
earnings.  The company said it had previously drawn on its senior
credit facility to fund the purchases.  The company also said it
expects to purchase at least $230 million principal amount of
notes resulting in a total debt reduction of at least $130
million.

"This is another proactive measure that we are taking to reduce
our debt and improve our earnings," stated Bill Zollars, Chairman,
President and CEO of YRC Worldwide.  "Given the deteriorating
economic environment, we have implemented a comprehensive program
to improve our competitive position, increase our profitability
and enhance our financial condition."

Other components of the company's plan include the continued
successful integration of Yellow Transportation and Roadway, sales
of excess real estate, sales and leasebacks of real estate and
significant cost reduction actions.

The tender offer will expire at 12:00 midnight, New York City
time, on December 23, 2008, unless extended or earlier terminated.
Holders of Notes who validly tender their Notes on or before the
Expiration Date and whose Notes are accepted for purchase will
receive the applicable Purchase Price as set forth, plus accrued
and unpaid stated interest up to, but not including, the payment
date.  Payment for Notes validly tendered -- and not validly
withdrawn -- and accepted for purchase is expected to be made
promptly after the Expiration Date.

If Notes are validly tendered -- and not validly withdrawn -- in
the tender offer such that the aggregate Purchase Price, plus
Accrued Interest, exceeds the Maximum Aggregate Purchase Amount,
the company will accept for purchase, up to the Maximum Aggregate
Purchase Amount, Notes in accordance with the Acceptance Priority
Level in numerical priority order.  Therefore, all Notes validly
tendered -- and not validly withdrawn -- in the tender offer
having a higher Acceptance Priority Level will be accepted before
any Notes validly tendered -- and not validly withdrawn -- having
a lower Acceptance Priority Level are accepted, up to the Maximum
Aggregate Purchase Amount and subject to possible proration as
described in the Offer to Purchase.

The terms and conditions of the tender offer are described in an
Offer to Purchase, dated November 25, 2008, and the accompanying
Letter of Transmittal, which are being sent to holders of Notes.

A full-text copy of the Offer to Purchase is available at no
charge at:

              http://ResearchArchives.com/t/s?3595

A full-text copy of the accompanying Letter of Transmittal is
available at no charge at:

              http://ResearchArchives.com/t/s?3596

Due to the size of the Maximum Aggregate Purchase Amount, all
Notes validly tendered -- and not validly withdrawn -- in the
tender offer having a first Acceptance Priority Level will be
accepted for purchase and will not be subject to proration and all
Notes validly tendered -- and not validly withdrawn -- in the
tender offer having a second Acceptance Priority Level may be
accepted for purchase on a pro rata basis.  Due to the size of the
Maximum Aggregate Purchase Amount and depending on the principal
amount of Notes of each series validly tendered -- and not validly
withdrawn -- Notes with a third, fourth or fifth Acceptance
Priority Level validly tendered -- and not validly withdrawn --
may not be accepted for purchase or may be accepted for purchase
on a pro rata basis.

Notes tendered pursuant to the tender offer may be validly
withdrawn at any time on or prior to the Expiration Date by
following the procedures described in the Offer to Purchase.

The consummation of the tender offer is not conditioned upon any
minimum amount of Notes being tendered, but is conditioned upon
the satisfaction or waiver of the conditions set forth in the
Offer to Purchase.  One such condition is that the employees of
subsidiaries of the company represented by the International
Brotherhood of Teamsters who are subject to the National Master
Freight Agreement, effective April 1, 2008 through March 31, 2013,
will have ratified an amendment to that agreement regarding a wage
reduction.  The company is currently discussing with the
International Brotherhood of Teamsters a proposal to enter into
such an amendment.

Goldman, Sachs & Co. is the Dealer Manager of the tender offer.
Persons with questions regarding the tender offer should contact
Goldman, Sachs & Co. at (212) 357-4692 or (toll-free) (800) 828-
3182 (Attention: Liability Management Group).  Requests for copies
of the Offer to Purchase, Letter of Transmittal and related
materials should be directed to Global Bondholder Services
Corporation, the Information Agent and Depositary for the tender
offer, at (212) 430-3774 (for banks and brokers only) or (866)
470-4300 (for all others and toll-free).

Based in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs approximately 58,000
people.

                          *     *     *

As reported by the Troubled Company Reporter on November 21,
Standard & Poor's Ratings Services lowered its ratings on YRC
Worldwide Inc. and its subsidiaries, including lowering the
corporate credit rating to 'B' from 'BB'.  "The rating actions
reflect heightened concerns over the company's covenant cushion,
liquidity position, and operating prospects over the next year,
given the slowing U.S. economy, operational challenges, and
mounting competitive pressures in the trucking sector," said
Standard & Poor's credit analyst Anita Ogbara.

On October 16, 2008, Fitch Ratings downgraded the ratings of YRC
Worldwide Inc. and its Roadway LLC and YRC Regional
Transportation, Inc. subsidiaries, to non-investment grade.
Fitch's ratings apply to approximately $1.0 billion in
consolidated debt and a $950 million revolving credit facility.
The Rating Outlook for YRCW remains Negative.

Fitch said the ratings reflect the potential for continued
deterioration in less-than-truckload market conditions through at
least the middle of 2009, which has significantly increased the
risk in YRCW's near term credit profile. Fitch said the slowdown
in global economic growth likely will have a negative effect on
YRCW's primary retail and industrial customer base, potentially
driving the company's revenue and EBITDA in upcoming quarters well
below prior forecasts.  Although Fitch expects YRCW to maintain
sufficient liquidity and remain in compliance with its credit
facility covenants through the end of 2008, the likelihood of a
covenant breach or liquidity squeeze in the second quarter of 2009
has increased materially.


YRC WORLDWIDE: S&P Rating Cut Doesn't Affect Strategic Plans
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on YRC
Worldwide Inc. and its subsidiaries, including lowering the
corporate credit rating to 'B' from 'BB', according to the
Troubled Company Reporter on November 21, 2008.  At the same time,
the ratings have been removed from CreditWatch, where they were
placed with negative implications on Oct. 24, 2008.  The outlook
is negative.

In a news statement, YRC Worldwide said S&P's credit rating change
is considered a trigger event under the company's credit
agreement.  This trigger event requires the company to
collateralize its remaining unencumbered assets, which primarily
include its real estate and revenue equipment.  The company
estimates the market value of the assets to be around $1.5
billion.

"It is unfortunate that the economic environment and financial
markets are causing these types of reactions," stated Bill
Zollars, Chairman, President and CEO of YRC Worldwide.  "Yet it is
important to understand these disappointing downgrades do not
change our strategic plans to combine the National companies or
improve our financial condition."

According to S&P, YRC's liquidity position is constrained.  The
rating agency noted that as of Dec. 31, 2008, the maximum total
debt to EBITDA covenant will tighten to 3.5x and will remain at
this level through August 2012.  Moreover, over the next several
quarters, S&P expects earnings to deteriorate further, putting
pressure on covenant compliance particularly during the second and
third quarters of 2009.  S&P expects the company to remain in
compliance with its covenants over the next few quarters; however,
YRC will likely have very limited room under bank covenants for a
further material decline in EBITDA.

Standard & Poor's credit analyst Anita Ogbara said, "The rating
actions reflect heightened concerns over the company's covenant
cushion, liquidity position, and operating prospects over the next
year, given the slowing U.S. economy, operational challenges, and
mounting competitive pressures in the trucking sector."

Despite the collateralization of the assets, the company said its
potential to implement multiple strategic actions is not impacted,
more specifically:

   * The company can enter into sale and leaseback transactions,
     including the collateralized real estate.  Under the credit
     agreement, the first $150 million of proceeds from sale and
     leasebacks can be reinvested in the business or must be used
     to pay off its $150 million term loan.  After repayment of
     the term loan, the company can use proceeds as it deems
     appropriate to manage the business.

   * The company can continue to dispose of excess facilities
     including the expected 150 properties from the integration
     of Yellow Transportation and Roadway.

   * The company can also complete debt-for-debt exchanges.  To
     the extent the principal amount of the retired debt is
     greater than the amount paid, the difference would be
     recognized as a gain on extinguishment of debt and included
     in the company's earnings before interest, taxes,
     depreciation and amortization under the credit agreement.

YRC estimates one-time fees for the collateralization to be around
$7 million to $10 million that would be incurred during the fourth
quarter 2008 and first quarter 2009.  The company's pricing under
its revolving credit facility remains at LIBOR plus 160 basis
points, the maximum pricing under the credit facility, which
matures in August 2012.  The company does not have any significant
long-term debt maturities until April 2010.

Separately, on November 19, 2008, Mr. Zollars was slated to
deliver a company presentation at the Stephens' Fall Investment
Conference.  A copy of his slide show is available at no charge
at:

              http://ResearchArchives.com/t/s?3597

Based in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs approximately 58,000
people.

                          *     *     *

On October 16, 2008, Fitch Ratings downgraded the ratings of YRC
Worldwide Inc. and its Roadway LLC and YRC Regional
Transportation, Inc. subsidiaries, to non-investment grade.
Fitch's ratings apply to approximately $1.0 billion in
consolidated debt and a $950 million revolving credit facility.
The Rating Outlook for YRCW remains Negative.

Fitch said the ratings reflect the potential for continued
deterioration in less-than-truckload market conditions through at
least the middle of 2009, which has significantly increased the
risk in YRCW's near term credit profile. Fitch said the slowdown
in global economic growth likely will have a negative effect on
YRCW's primary retail and industrial customer base, potentially
driving the company's revenue and EBITDA in upcoming quarters well
below prior forecasts.  Although Fitch expects YRCW to maintain
sufficient liquidity and remain in compliance with its credit
facility covenants through the end of 2008, the likelihood of a
covenant breach or liquidity squeeze in the second quarter of 2009
has increased materially.


* Atlantic City Casinos May Default Loans & File for Bankruptcy
---------------------------------------------------------------
Wayne Parry at The Associated Press reports that casinos in
Atlantic City are having problems paying mortgages.

According to The AP, Atlantic City's 11 casinos are facing
financial pressures affecting the rest of the country.  Five of
Atlantic City's casinos could file for bankruptcy protection next
year, the report says, citing a gambling industry analyst.

The AP quoted Spectrum Gaming Group senior vice president Joseph
Weinert as saying, "The economic picture nationally is causing
gaming companies from west to east some severe problems.  Even
some of the titans of the industry are having difficulty shoring
up their balance sheets."

Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and
Colony RIH Holdings, Inc.'s Resorts and the Atlantic City Hilton
Casino Resort could file for Chapter 11 protection, The AP states,
citing Mr. Weinert.  According to the report, Tropicana Casino and
Resort is likely to be sold in a bankruptcy court auction before
year-end.

The AP relates that Trump Entertainment Resorts said it wouldn't
make a scheduled loan payment as it tries to negotiate new terms
with its lenders.  In November, Resorts Atlantic City did the same
thing, the report says.

Banks won't lend money at favorable interest rates for projects,
and consumers are spending less on gambling and entertainment at
casinos, The AP reports, citing American Gaming Association chief
Frank Fahrenkopf Jr.

Trump Entertainment said in a statement on Friday that it will
delay making a $53.1 million bond interest payment that was due on
Monday.  According to the statement, the company will use a 30-day
grace period to try to negotiate with its lenders to restructure
its debt.

Colony RIH, says The AP, was unable to make its November interest
payment to its lenders on a two-year, $10 million loan, due to the
current economic conditions.  Resorts Atlantic said that it is
negotiating with the lender, Column Financial Inc., over a course
of action, says the report.  The loan is backed by a mortgage on
Resorts Atlantic, according to the report.  The entire $10 million
loan could become payable at once if the company fails to arrive
at a deal with the lender, Colony RIH said in a statement.


* Chadbourne Counsel Moves Former Counsel Jennifer Hands to Moscow
------------------------------------------------------------------
Chadbourne & Parke LLP said it has bolstered its corporate,
restructuring and banking capabilities in its Moscow office by
transferring another partner to Moscow and hiring a new corporate
counsel and senior associate.

Partner Jennifer Handz, a former senior counsel with the European
Bank for Reconstruction and Development, has moved from London to
the Moscow office where she will focus on bank restructuring work
and other banking and finance matters.  She was with EBRD's
Corporate Recovery Group in the early 2000's and has extensive
experience working on multilateral and bilateral debt and equity
financings.

Joining the Moscow office as counsel is Olga Koniuhova, previously
a director (legal practice) at PricewaterhouseCoopers in Moscow.
Her experience includes mergers and acquisitions, private equity
investments, shareholder and joint venture arrangements, corporate
restructuring and reorganization, cross-border and offshore
structures, restructuring of companies for listing or the raising
of debt on Russian and international capital markets, and
corporate governance matters.

Ms. Koniuhova is actively involved with The Vladimir Spivakov
International Charity Foundation, a pro bono group.  Also joining
Chadbourne's Moscow office is senior banking associate Jeff
Browne.  He previously worked at Freshfields Bruckhaus Deringer in
London and Mallesons Stephen Jaques in Melbourne.  His experience
includes syndicated lending, project finance, acquisition
finance and debt capital market transactions, with particular
experience in asset-backed and highly structured cross-border
leveraged transactions, derivatives, and structured products.

"We are delighted, as these moves expand Chadbourne's senior level
capability in Russia in the areas of corporate, restructuring and
banking," said Chadbourne's Managing Partner Charles K. O'Neill.
"In addition to having an in-depth understanding of clients needs
in Moscow, Ms. Handz, Ms. Koniuhova and Mr. Brown also have the
skills and insights to help clients successfully navigate the
challenges of this turbulent economy."

Chadbourne's Moscow office was established in 1990 and has been
recognized as one of the leading law offices in Russia, most
recently by Acquisition Finance Magazine and International Law
Office.  Despite the current economic environment, the Firm is
confident it will be able to continue building upon 18 years of
servicing both foreign and domestic clients out of its offices in
Moscow, and since 2005, St. Petersburg.

"These recent moves and hires will provide us with the exact set
of skills we need in these challenging times.  [Ms. Handz] has the
restructuring experience and experience working with multilateral
institutions critical to financing and restructuring projects in
the market," said Laura M. Brank, Moscow managing partner and head
of the Russia & CIS Practice.

"[Mr. Browne, with his diverse financing experience, will provide
our clients with a broad range of financial sector services to
meet their needs in these difficult times, and Olga makes
available senior Russian corporate experience to broaden our
corporate capabilities in the market and expand our client base,"
Ms. Brank noted.  "[Ms. Koniuhova] is well respected in the market
and a number of her former clients at PwC are already Chadbourne
clients."

Ms. Handz, 45, was senior counsel at EBRD before joining
Chadbourne's London office in 2006.  She has represented lenders,
sponsors and borrowers on transactions in the telecommunications,
infrastructure, energy, steel and manufacturing, oil and gas and
real estate sectors.  Her experience includes the restructuring of
credit facilities totaling $390 million for Astelit, a Ukrainian
telecommunications company majority owned by Turkcell; a proposed
EUR330 million financing by EBRD of a port in Russia; an up to
EUR350 million facility by EBRD to Russian steelmaker SeverStal
for energy efficiency purposes; and a $90 million syndicated
financing by EBRD to Russian oil company Rosneft.  Ms. Handz holds
B.Juris. and LL.B. degrees from the University of Western
Australia.

Ms. Koniuhova, 42, led the PwC mergers and acquisitions team,
supervised the work of its St. Petersburg legal practice and acted
as a liaison for the legal practices in Ukraine and Kazakhstan.
Her previous private experience in Moscow includes work at KPMG
and Baker & McKenzie.  She also worked as head of legal services
at C.A.M. International, Inc., based in both Chicago and
Moscow.  Ms. Koniuhova holds a law degree from Kyrgyz State
University, and received a Ph.D from Frunze Polytechnic Institute,
where she majored in Engineering & Geology.

Mr. Browne, 33, started his career at Mallesons Stephen Jaques,
advising clients on matters involving syndicated lending, debt
capital markets transactions, acquisition finance and project
finance.  He relocated to the UK, joining Freshfields Bruckhaus
Deringer, where he advised leading financial institutions on
structured finance, capital markets and derivatives transactions.
In addition to Mr. Browne's private practice experience, he has
spent time on secondment at National Australia Bank and Deutsche
Bank, London. He has a Bachelor of Laws (with Honors) degree from
Bond University in Australia.

                   About Chadbourne & Parke LLP

Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- provides a full range of legal
services, including mergers and acquisitions, securities, project
finance, private equity, corporate finance, energy,
communications and technology, commercial and products liability
litigation, securities litigation and regulatory enforcement,
special investigations and litigation, intellectual property,
antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  Major geographical areas of
concentration outside the United States include Central and
Eastern Europe, Russia and the CIS, the Middle East, Latin
America and Canada.  The firm has offices in New York,
Washington, DC, Los Angeles, Houston, Mexico City, London (a
multinational partnership), Moscow, St. Petersburg, Warsaw, Kyiv,
Almaty, Dubai and Beijing.


* Fitch Says Consumer Products Sector to Face Challenges in 2009
----------------------------------------------------------------
In a recently published report, Fitch Ratings says in light of the
world economy entering into a severe recession, consumer product
companies, particularly those in the appliances, home, hardware
and tools sector, will suffer in the coming year.  Fitch expects
margins and free cash flow to continue trending downward in 2009,
exacerbated by a weakening global economy.  Those companies
dependent on discretionary spending will continue experiencing
profit and cash flow deterioration.  Given these dynamics, Fitch
expects industry participants to be focused on operations and
liquidity.

Summary of Sector Outlooks:

  -- Household Products & Personal Care: The industry expects some
     volume losses as consumers empty their pantries or perhaps
     trade selectively into private-label items.  For 2009, the
     focus is on top- and bottom-line impacts from the very rapid
     10%-20% appreciation of the U.S. dollar against most major
     currencies in the past five weeks, balanced against an
     expected decline in commodity prices.  Fitch expects that
     companies will manage discretionary spending to maintain the
     industry's generally strong credit ratings.

  -- Toys: The toy industry is undergoing a structural change
     where costs will be higher on a permanent basis going forward
     given that the bulk of the world's toy manufacturing is done
     in China.  It is expected that toy manufacturers will
     continue to take price increases in 2009 where possible.
     Commodity costs are declining and should be an additional
     offsetting benefit to the sector by the end of the first
     quarter of 2009.

  -- Appliances, Home, Hardware and Tools: Credit protection
     metrics for this sector are trending negative.  2009 will be
     extremely difficult with expected declines in GDP in
     developed economies, sharply descending consumer spending in
     the U.S. and a lingering poor housing environment in many
     countries.  In the U.S. residential investment is expected to
     be down roughly 25% in 2008 and fall again in 2009 by a
     similar magnitude.  The continued weak housing market will
     affect sales of housing-related products, including
     appliances, cabinets, faucets and tools.  There is a high
     potential for downward ratings migration in 2009.


* FTI Consulting Names 4 Professionals as Sr. Managing Directors
----------------------------------------------------------------
FTI Consulting, Inc., said that that several restructuring and
insolvency professionals will join its newly established Toronto,
Canada office.  Greg Watson, Sam Aguirre, Paul Bishop, Brock
Edgar, and Nigel Meakin have joined FTI as Senior Managing
Directors within the Corporate Finance segment.

Greg Watson, 50, brings to FTI more than 25 years of experience as
a consultant and advisor to companies and their stakeholders in
numerous industries, representing creditors, lenders,
shareholders, management and directors in both formal and out-of-
court restructurings.  In his new role as Senior Managing
Director, Mr. Watson will lead FTI's Canada Restructuring
practice.  Prior to joining FTI, Mr. Watson was a partner at a
major accounting firm for more than 20 years.

Mr. Watson holds a Bachelor Commerce degree from Queen's
University.  He is a Chartered Accountant and a licensed Trustee
in Bankruptcy.  Mr. Watson is also a member of the Canadian
Association of Insolvency and Restructuring Professionals, the
Insolvency Institute of Canada and the Turnaround Management
Association.

Sam Aguirre, 42, joins FTI from the Advisory practice of a major
accounting firm, working in the Toronto office, where he served as
a partner.  Mr. Aguirre has worked extensively with companies in
Mexico, Colombia, Venezuela, Brazil and the Dominican Republic.
He specializes in balance sheet restructurings in Latin America,
advising senior debt holders and providing restructuring plans.
Throughout his career, Mr. Aguirre has represented both creditors
and debtors with an aggregate debt in excess of US$18 billion.
Mr. Aguirre earned a Bachelor of Commerce degree from the
University of British Columbia.  He is a member of the Canadian
Insolvency Practitioners Association and was licensed as a Trustee
in Bankruptcy in 2003.

Paul Bishop, 52, brings to FTI over 20 years of international
insolvency and restructuring experience in Britain, Bermuda and
Canada.  Prior to joining FTI, Mr. Bishop served as a partner of a
major accounting firm.  He is a Chartered Insolvency and
Restructuring Practitioner and Licensed Trustee in Bankruptcy, a
member of The Insolvency Institute of Canada and holds an Honours
degree in Economics from the University of Sheffield, England.

Brock Edgar, 41, joins FTI from the Advisory Services practice of
a major accounting firm, based in Toronto, where he served as a
partner in their Latin American Restructuring practice.  As a
Senior Managing Director, Mr. Edgar will lead FTI's Latin America
Restructuring practice.  Mr. Edgar has more than a decade of
experience focused exclusively on restructuring large Latin
American companies in financial distress, and has represented
both creditors and debtors with an aggregate debt in excess of
US$25 billion.  He has worked on projects in Mexico, Brazil,
Dominican Republic, Colombia and Venezuela, and has advised
hedge funds and other parties on transactions totaling over
US$5 billion.  Mr. Edgar graduated from Wilfrid Laurier University
in 1989 with a BBA (Honors) and received his CA designation in
1990. He is a Chartered Insolvency and Restructuring Professional
and a Licensed Trustee in Bankruptcy.

Nigel Meakin, 40, joins FTI from the Financial Advisory Services
group of a major accounting firm, where he served as a Senior Vice
President specializing in corporate restructuring and insolvency,
consulting corporations and financial institutions in financial
distress.  Mr. Meakin has almost 20 years of experience focusing
primarily on restructurings and supervising a large number of
reorganization, insolvency and investigation assignments in
retail, real estate, manufacturing, healthcare, technology and
natural resources.  Mr. Meakin has been a contributing author of
The Americas Restructuring & Insolvency Guide (2004 and 2008
editions).  He has served as Director and Treasurer of the
Turnaround Management Association (Toronto Chapter) since
2005, and is a former member of the Chartered Insolvency &
Restructuring Professional, Canadian Association of Insolvency &
Restructuring Professionals "401" Examination Board.  Mr. Meakin
was also the National Insolvency Examination Gold Medal Winner in
2000.

Commenting on the new appointments, Dominic DiNapoli, Executive
Vice President and Chief Operating Officer of FTI Consulting said,
"The addition of these five esteemed professionals to our
Corporate Finance practice further strengthens FTI's capabilities
in providing unmatched advisory services in the marketplace.  The
combined expertise of Mr. Watson, Mr. Aguirre, Mr. Bishop, Mr.
Edgar and Mr. Meakin in restructurings will provide added value
for our clients globally, and particularly in Canada and Latin
America.  We are pleased to welcome these individuals to our team
of trusted advisors and looking forward to working with them."

                   About FTI Consulting Inc.

Headquartered in Baltimore, Maryland, FTI Consulting Inc.
(NYSE:FCN) -- http://www.fticonsulting.com/-- is a business
advisory firm dedicated to helping organizations protect and
enhance enterprise value in an increasingly complex legal,
regulatory and economic environment.  With more than 3,000
employees located in most major business centers in the world, we
work closely with clients every day to anticipate, illuminate, and
overcome complex business challenges in areas such as
investigations, litigation, mergers and acquisitions, regulatory
issues, reputation management and restructuring.


* S&P Cuts Ratings on 27 Classes From Subprime RMBS Deals to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 41
classes of mortgage pass-through certificates issued by 28 U.S.
subprime residential mortgage-backed securities transactions from
various issuers.  All but six of the transactions were issued
between 2005 and 2007.  In addition, S&P affirmed its ratings on
14 of the remaining classes from five of the six transactions
issued before 2005.

The lowered ratings reflect the most recent months of performance
data for these transactions.  Credit enhancement for all 28 deals
is provided by subordination, overcollateralization, and excess
interest.  The A-2 classes from Home Equity Asset Trust 2002-3 and
Morgan Stanley Dean Witter Capital I Inc.  Trust 2002-NC3, as well
as the A-1 class from Home Equity Asset Trust 2003-5, benefit from
bond insurance provided by Financial Security Assurance Inc.  Of
the 41 lowered ratings, S&P lowered 27 to 'D' due to recent
principal write-downs on the respective class balances.  Of the 27
defaults, 21 ratings were lowered from the 'CC' category, while
six were lowered from the 'CCC' category.  The remaining 14
downgrades reflect current and projected credit support that is
not sufficient at the previous rating levels due to recent losses
and projected losses based on the delinquency
pipelines of those deals.

The seasoning of the six earlier-vintage deals S&P reviewed ranged
from 57 months (Option One Mortgage Loan Trust 2004-1) to 86
months (Morgan Stanley Dean Witter Capital I Inc. Trust 2001-NC2
and Saxon Asset Securities Trust 2001-2) as of the October 2008
remittance period.  Total delinquencies ranged from 17.03% (Saxon
Asset Securities Trust 2001-2) to 42.81% (Morgan Stanley Dean
Witter Capital I Inc. Trust 2001-NC2) of the current principal
balances, while cumulative losses ranged from 1.93% (Option One
Mortgage Loan Trust 2004-1) to 5.80% (Saxon Asset Securities Trust
2001-2) of the original principal balances.  The remaining pool
factors on the six transactions range from 3.57% (Morgan Stanley
Dean Witter Capital I Inc. Trust 2001-NC2) to 10.24% (Option One
Mortgage Loan Trust 2004-1) of the original principal balances as
of the October 2008 remittance period.

The affirmations of the ratings on 14 classes from five of the
earlier-vintage transactions reflect current and projected credit
support percentages that are sufficient to support the
certificates at their current rating levels (as of the October
2008 distribution period).  The three affirmed 'AAA' ratings on
FSA-insured classes reflect the higher of the assigned rating
on FSA and Standard & Poor's underlying ratings on the related
classes.

                        Rating Actions

          Aegis Asset Backed Securities Trust Mortgage
            Pass Through Certificates Series 2005-4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B3         00764MGQ4     D              CCC

                     C-BASS 2006-CB7 Trust
                         Series 2006-7

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-4        12479DAT5     D              CCC

                Fremont Home Loan Trust 2005-C
                          Series 2005-C

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B3         35729PLC2     D              CC

                 Fremont Home Loan Trust 2006-2
                           Series 2006-2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        35729PQL7     D              CC

                 Fremont Home Loan Trust 2006-A
                           Series 2006-A

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-10       35729RAR7     D              CC

                 Fremont Home Loan Trust 2006-C
                           Series 2006-C

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M10        35729TAQ5     D              CC

                    GSAA Home Equity Trust 2006-2
                           Series 2006-2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-4        3623416E4     D              CC

                        GSAMP Trust 2005-AHL2
                           Series 2005-AHL2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-3        362341J67     D              CC

                        GSAMP Trust 2006-FM2
                           Series 2006-FM2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-1        36245DAU4     D              CC

                        GSAMP Trust 2006-FM3
                           Series 2006-FM3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        36245TAU9     D              CCC

                         GSAMP Trust 2006-HE4
                           Series 2006-HE4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-9        362439AP6     D              CCC

                         GSAMP Trust 2006-HE8
                           Series 2006-HE8

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----

           B-2        3622M8AU0     D              CC

                        GSAMP Trust 2007-NC1
                           Series 2007-NC1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-1        3622MGAT5     D              CC

                   Home Equity Asset Trust 2002-3
                           Series 2002-3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-1        22541NHH5     BB             BBB-

                   Home Equity Asset Trust 2003-5
                           Series 2003-5

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        22541QNL2     BB             BBB
           M-3        22541QNM0     B              BB
           B-1        22541QNN8     CC             CCC

          Morgan Stanley ABS Capital I Inc. Trust 2006-WMC2
                           Series 2006-WMC2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----

           M-6        61749KAM5     D              CC

           Morgan Stanley Capital I Inc. Trust 2006-HE1
                           Series 2006-HE1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        617451DZ9     D              CC

     Morgan Stanley Dean Witter Capital I Inc. Trust 2001-NC2
                           Series 2001-NC2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-1        61746WHY9     CCC            B
           M-2        61746WHZ6     CC             CCC
           B-1        61746WJA9     D              CC

      Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC3
                           Series 2002-NC3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-1        61746WSR2     CCC            BB
           M-2        61746WSS0     CC             B

        Morgan Stanley IXIS Real Estate Capital Trust 2006-1
                           Series 2006-1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        61749QAN0     D              CC

              Option One Mortgage Loan Trust 2004-1
                           Series 2004-1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        68389FET7     A-             A+
           M-3        68389FEU4     BB             A
           M-4        68389FEV2     B-             BBB
           M-5        68389FEW0     CCC            BB
           M-6        68389FEX8     CC             B
           M-7        68389FEY6     D              CCC

             Option One Mortgage Loan Trust 2006-3
                           Series 2006-3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-9        68389BAM5     D              CC

                    Park Place Securities Inc.
                           Series 2005-WCW2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-10       70069FLR6     D              CCC

                Saxon Asset Securities Trust 2001-2
                           Series 2001-2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-1        805564JR3     BBB            AA
           B-1        805564JT9     D              CC

              SG Mortgage Securities Trust 2005-OPT1
                           Series 2005-OPT1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M12        81879MAQ2     D              CC

             SG Mortgage Securities Trust 2006-OPT2
                           Series 2006-OPT2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-10       78420MAR0     D              CC

                  Terwin Mortgage Trust 2006-11ABS
                           Series 2006-11ABS

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-9        88156YAN2     D              CC

                   Terwin Mortgage Trust 2006-3
                           Series 2006-3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           I-B-1      881561V27     D              CC
           I-B-2      881561V35     D              CC
           II-M-2     881561W42     D              CC

                         Ratings Affirmed

                  Home Equity Asset Trust 2002-3
                            Series 2002-3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-2        22541NHC6     AAA
                 A-4        22541NHE2     AAA
                 A-5        22541NHN2     AAA
                 M-2        22541NHJ1     CCC

                 Home Equity Asset Trust 2003-5
                           Series 2003-5

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        22541QNG3     AAA
                 A-2        22541QNH1     AAA
                 M-1        22541QNK4     AA

    Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC3
                           Series 2002-NC3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-2        61746WSQ4     AAA
                 A-3        61746WSW1     AAA

               Option One Mortgage Loan Trust 2004-1
                           Series 2004-1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-1        68389FES9     AA+

               Saxon Asset Securities Trust 2001-2
                           Series 2001-2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 X-IO       805564JU6     AAA
                 AF-5       805564JL6     AAA
                 AF-6       805564JM4     AAA
                 M-2        805564JS1     CCC


* S&P Cuts Ratings on 25 Classes From 25 Subprime RMBS Deals to D
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 41
classes of pass-through certificates from 25 U.S. subprime
residential mortgage-backed securities transactions from various
issuers.

The lowered ratings reflect the deterioration of available credit
support for the affected transactions, as well as S&P's loss
expectations based on the dollar amount of loans currently in the
transactions' delinquency pipelines.  Over the past several
months, overcollateralization has been completely depleted for
these deals due to losses.  This O/C deficiency caused a principal
write-down on 25 classes, which prompted us to downgrade them to
'D'.  A breakdown of the rating transitions for the classes
downgraded to 'D' is described below.

          Rating Transitions for Classes Downgraded to 'D'

                Rating prior to 'D'     No. of classes
                -------------------     --------------
                CC                      19
                CCC                     5
                B                       1

As of the Oct. 25, 2008, distribution date, cumulative losses for
the downgraded transactions ranged from 2.05% to 17.58% of each
transaction's original pool balance.  Total delinquencies ranged
from 11.34% to 61.93% of the current pool balances, while severe
delinquencies (90-plus days, foreclosures, and REOs) ranged from
6.79% to 51.55% of the current pool balances.

A combination of subordination, excess interest, and O/C (prior to
being completely depleted) provide credit enhancement for these
transactions.  The collateral supporting these series originally
consisted of pools of U.S. subprime fixed- and adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties.

                         Rating Actions

          CDC Mortgage Capital Trust 2003-HE3
                   Series    2003-HE3

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-1        12506YBN8     A              AA+
         M-2        12506YBP3     CC             BB+
         M-3        12506YBQ1     CC             BB-
         B-1        12506YBR9     D              B

          CDC Mortgage Capital Trust 2003-HE4
                   Series    2003-HE4

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-2        12506YCB3     B              BB
         M-3        12506YCC1     CCC            B
         B-1        12506YCD9     CC             CCC
         B-2        12506YCE7     D              CCC

        Citigroup Mortgage Loan Trust 2006-HE3
                   Series    2006-HE3

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-9        17310VAN0     D              CC

         Citigroup Mortgage Loan Trust 2006-NC1
                   Series    2006-NC1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-9        172983AP3     D              CC

         Citigroup Mortgage Loan Trust 2006-NC2
                   Series    2006-NC2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-10       17309TAQ1     D              CC

            Citigroup Mortgage Loan Trust Inc.
                   Series    2005-HE4

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-11       17307GQ92     D              CC

      Merrill Lynch Mortgage Investors Trust Series 2006-HE2
                   Series    2006-HE2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-5        59020VAJ2     CC             CCC
         B-1        59020VAL7     D              CC

      Merrill Lynch Mortgage Investors Trust Series 2006-AHL1
                   Series    2006-AHL1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-3        590210AP5     D              CC

      Merrill Lynch Mortgage Investors Trust Series 2006-HE4
                   Series    2006-HE4

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-3        59023EAK4     CC             CCC
         M-5        59023EAM0     D              CC

      Merrill Lynch Mortgage Investors Trust, Series 2003-WMC1
                   Series    2003-WMC1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-1        589929J66     D              CCC

      Merrill Lynch Mortgage Investors Trust, Series 2006-HE5
                   Series    2006-HE5

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-6        59022QAL6     CC             CCC
         B-3        59022QAP7     D              CC

      Merrill Lynch Mortgage Investors Trust, Series 2006-RM2
                   Series    2006-RM2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-4        590216AK3     D              CC

      Merrill Lynch Mortgage Investors Trust, Series 2006-RM4
                   Series    2006-RM4

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-4        59023QAJ0     D              CC

      Merrill Lynch Mortgage Investors Trust, Series 2006-RM5
                   Series    2006-RM5

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----

         M-2        59023FAF2     D              CC

       Nomura Home Equity Loan Inc., Home Equity Loan Trust
                   Series    2006-HE2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-7        65536MAL1     CC             CCC
         M-8        65536MAM9     CC             CCC
         M-9        65536MAN7     D              CC

           Ownit Mortgage Loan Trust Series 2005-2
                    Series    2005-2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-2        691215BE6     CC             CCC
         B-4        691215BG1     D              CC

       Ownit Mortgage Loan Trust Series 2005-3
                   Series    2005-3

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----

         M-2        69121PAG8     D              CC

       Ownit Mortgage Loan Trust, Series 2006-3
                   Series    2006-3

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-2        69121PEF6     CC             CCC
         B-3        69121PEG4     CC             CCC
         B-4        69121PEH2     D              CCC

       People's Financial Realty Mortgage Securities Trust
                   Series    2006-1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M9         71103XAN4     D              CC

         Salomon Brothers Mortgage Securities VII Inc.
                   Series    1998-AQ1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B-2        79548KZM3     D              CCC

       Structured Asset Securities Corporation Mortgage Loan Trust
                    Series    2006-BC1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M8         86359YAR2     D              CC

       Structured Asset Securities Corporation Mortgage Loan Trust
                   Series    2006-BC2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M9         86361GAN6     D              CC

       Structured Asset Securities Corporation Mortgage Loan Trust
                   Series    2006-BC4

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B          86359RAQ9     D              CC


      Structured Asset Securities Corporation Mortgage Loan Trust
                   Series    2006-EQ1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B          86360RAQ6     D              CC

      Structured Asset Securities Corporation Mortgage Loan Trust
                   Series    2007-BC1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M9         86362PAQ8     CC             CCC
         B1         86362PAR6     CC             CCC
         B2         86362PAS4     D              CCC


* S&P Cuts Ratings on 17 Classes From 20 Subprime RMBS Deals to D
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 47
classes from 20 U.S. subprime residential mortgage-backed
securities transactions issued between 2001 and 2006 from these
issuers: Amortizing Residential Collateral Trust, CSFB ABS Trust,
CWABS Asset-Backed Certificates Trust, Encore Credit Receivables
Trust, Equity One Mortgage-Pass-Through Trust, and First Franklin
Mortgage Loan Trust.  S&P removed three of the lowered ratings
from CreditWatch with negative implications, and lowered 17 of the
ratings to 'D' due to principal write-downs.  In addition, S&P
affirmed 43 ratings, four of which were removed from CreditWatch
with negative implications.

The downgrades, affirmations, and CreditWatch resolutions reflect
current and projected losses for the transactions compared to the
amount of credit support available.  While the affirmations
reflect sufficient credit enhancement to support the ratings at
their current levels, the lowered ratings reflect S&P's belief
that the amount of available credit enhancement for the downgraded
classes is not sufficient to cover losses at the previous rating
levels.  S&P's loss projections for these transactions were
determined from cumulative losses-to-date, performance pipelines,
and pool factors.  While certain classes are insured by Financial
Security Assurance Inc. (AAA/Watch Neg/--), S&P did not keep the
ratings on these classes on CreditWatch negative to be in line
with S&P's financial strength rating on the insurer due to the
available support within the transactions' structure.  Most of the
reviewed transactions have pool factors that are below 10%.
Cumulative losses to date for the reviewed transactions averaged
roughly 5.00%, but some were higher and others lower.

Subordination from the more-junior classes provides credit support
for the reviewed transactions.  Additionally, structural
mechanisms, including overcollateralization, when available, and
excess interest, absorb losses and/or accelerate payments to
certain securityholders.

The collateral backing the affected trusts originally consisted
predominantly of subprime fixed- or adjustable-rate mortgage loans
secured by one- to four-family residential properties.

S&P monitors these transactions over time to incorporate updated
losses and delinquency pipeline performance to determine whether
the applicable credit enhancement features are sufficient to
support the current ratings.  S&P will continue to monitor these
transactions and take additional rating actions as appropriate.

                         Rating Actions

         Amortizing Residential Collateral Trust
                 Series    2002-BC9

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M1         86359AFD0     AA+            AA+/Watch Neg
         M2         86359AFE8     CCC            B
         M3         86359AFF5     CC             CCC
         M4         86359AFG3     D              CCC
         B          86359AFH1     D              CCC

         Amortizing Residential Collateral Trust
                 Series    2002-BC10

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----

         A4         86359AHD8     BBB            AAA/Watch Neg
         M1         86359AHE6     CC             CCC
         M2         86359AHF3     D              CCC

            CSFB ABS Trust Series 2001-HE22
                 Series    2001-HE22

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-2        22540VCU4     CCC            B

            CSFB ABS Trust Series 2001-HE25
                 Series    2001-HE25

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----

         M-1        22540VHE5     A              AAA
         M-2        22540VHF2     CCC            A

            CSFB ABS Trust Series 2001-HE30
                 Series    2001-HE30

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-1        22540VMH2     AA             AAA
         M-2        22540VMJ8     CCC            BB
         M-F-2      22540VML3     BBB            A+

            CSFB ABS Trust Series 2002-HE11
                 Series    2002-HE11

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-1        22540VN40     A              AA+
         M-2        22540VN57     CCC            BB

            CSFB ABS Trust Series 2002-HE4
                 Series    2002-HE4

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B          22540VXG2     CCC            B

       CWABS Asset Backed Certificates Trust 2006-7
                 Series    2006-7

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-9        232422AP0     CC             CCC
         B          232422AT2     D              CCC

      CWABS Asset-Backed Certificates Trust 2006-12
                 Series    2006-12

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-8        12667AAM8     CC             CCC
         B          12667AAN6     D              CCC

      CWABS Asset-Backed Certificates Trust 2006-6
                 Series    2006-6

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-8        126670ZV3     CC             CCC
         B          126670ZW1     D              CCC

         CWABS Asset-Backed Certificates Trust 2006-ABC1
                 Series    2006-ABC1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-7        23242NAK5     D              CC

                     CWABS Inc.
                 Series    2003-BC3

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-2        126671B62     CCC            BB-
         M-4        126671B88     CC             CCC
         M-5        126671B96     CC             CCC
         M-6        126671C20     D              CCC

         Encore Credit Receivables Trust 2005-1
                 Series    2005-1

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-8        126673VW9     CC             CCC
         B          126673VX7     D              CC

         Encore Credit Receivables Trust 2005-4
                 Series    2005-4

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-11       29256PBG8     CC             CCC
         M-12       29256PBH6     D              CCC

       Equity One Mortgage Pass-Through Trust 2002-4
                 Series    2002-4

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B          294751BG6     B              BBB

        First Franklin Mortgage Loan Trust 2002-FF2
                 Series    2002-FF2

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----

         A-1        32027NAU5     AAA            AAA/Watch Neg
         A-2        32027NAV3     AAA            AAA/Watch Neg
         M-2        32027NAX9     CC             CCC
         M-3        32027NAY7     D              CCC

         First Franklin Mortgage Loan Trust 2003-FF4
                 Series    2003-FF4

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-2        32027NDV0     CCC            B
         M-3        32027NDW8     CC             CCC
         M-4        32027NDX6     D              CC

         First Franklin Mortgage Loan Trust 2004-FF11
                 Series    2004-FF11

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----

         M-5        32027NNB3     A+             A+/Watch Neg
         M-6        32027NNC1     BB             A/Watch Neg
         M-7        32027NND9     B              BBB/Watch Neg
         M-8        32027NNE7     CCC            B
         M-9        32027NNF4     CC             CCC
         M-10       32027NNG2     CC             CCC
         B-1        32027NNH0     D              CCC
         B-2        32027NNJ6     D              CCC

       First Franklin Mortgage Loan Trust 2006-FF15
                 Series    2006-FF15

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         B          32028GAR6     D              CC

       First Franklin Mortgage Loan Trust 2006-FF5
                 Series    2006-FF5

                                       Rating
                                       ------
         Class      CUSIP         To             From
         -----      -----         --             ----
         M-10       32027EAS0     D              CC
         M-11       32027EAW1     D              CC

                       Ratings Affirmed

                CSFB ABS Trust Series 2001-HE16
                      Series    2001-HE16

                Class      CUSIP         Rating
                -----      -----         ------
                A          22540A3L0     AAA
                M-1        22540A3N6     CCC

                CSFB ABS Trust Series 2001-HE22
                      Series    2001-HE22

                Class      CUSIP         Rating
                -----      -----         ------
                A-1        22540VCP5     AAA
                A-IO       22540VCR1     AAA
                M-1        22540VCT7     A-

                CSFB ABS Trust Series 2001-HE25
                      Series    2001-HE25

                Class      CUSIP         Rating
                -----      -----         ------
                A-1        22540VHA3     AAA
                A-IO       22540VHC9     AAA

                CSFB ABS Trust Series 2001-HE30
                      Series    2001-HE30

                Class      CUSIP         Rating
                -----      -----         ------
                A-2        22540VMB5     AAA
                A-3        22540VMC3     AAA
                A-F        22540VME9     AAA
                M-F-1      22540VMK5     AA+

                CSFB ABS Trust Series 2002-HE1
                      Series    2002-HE1

                Class      CUSIP         Rating
                -----      -----         ------
                A-1        22540VUF7     AAA
                A-2        22540VUG5     AAA
                M-1        22540VUK6     BBB
                M-2        22540VUL4     CCC

               CSFB ABS Trust Series 2002-HE11
                      Series    2002-HE11

                Class      CUSIP         Rating
                -----      -----         ------
                A-2        22540VM82     AAA
                A-3        22540VM90     AAA

                 CSFB ABS Trust Series 2002-HE4
                      Series    2002-HE4

                Class      CUSIP         Rating
                -----      -----         ------
                A-F        22540VWZ1     AAA
                M-1        22540VXC1     AA+
                M-F-1      22540VXE7     AA+
                M-2        22540VXD9     BB
                M-F-2      22540VXF4     A

                          CWABS, Inc.
                      Series    2003-BC3

                Class      CUSIP         Rating
                -----      -----         ------
                A-2        126671B47     AAA
                M-1        126671B54     BBB
                M-3        126671B70     CCC

            Equity One Mortgage Pass-Through Trust 2002-4
                      Series    2002-4

                Class      CUSIP         Rating
                -----      -----         ------
                AF-4       294751BC5     AAA
                AV-1A      294751BD3     AAA
                AV-1B      294751BH4     AAA
                M-1        294751BE1     AA
                M-2        294751BF8     A

            First Franklin Mortgage Loan Trust 2002-FF2
                      Series    2002-FF2

                Class      CUSIP         Rating
                -----      -----         ------
                M-1        32027NAW1     BB

            First Franklin Mortgage Loan Trust 2003-FF4
                      Series    2003-FF4

                Class      CUSIP         Rating
                -----      -----         ------
                M-1        32027NDU2     AA

            First Franklin Mortgage Loan Trust 2004-FF11
                      Series    2004-FF11

                Class      CUSIP         Rating
                -----      -----         ------
                I-A1       32027NMS7     AAA
                I-A2       32027NMT5     AAA
                II-A3      32027NMW8     AAA
                M-1        32027NMX6     AA+
                M-2        32027NMY4     AA+
                M-3        32027NMZ1     AA
                M-4        32027NNA5     AA-


* S&P Examines North American CMBS Exposure to Steve & Barry's
--------------------------------------------------------------
In light of the recent bankruptcy filing by the new owners of
Steve & Barry's, Standard & Poor's Ratings Services has reviewed
its portfolio of rated commercial mortgage-backed securities to
identify loan exposures to the troubled retailer.

According to a new report, Standard & Poor's has identified 29
U.S. CMBS loans that are secured by properties tenanted by Steve &
Barry's.  The 29 loans have an outstanding principal balance of
$2.4 billion and serve as collateral in 28 S&P's rated CMBS
transactions.

The recent Steve & Barry's bankruptcy follows several other high-
profile retail bankruptcies, such as Linens 'N Things and
Mervyn's, and S&P continue to monitor the effects on retail loan
performance in S&P's portfolio.

"Given the exposure that many of these and other national
retailers have to rated CMBS, S&P continue to monitor the rated
debt in this sector, as tenant bankruptcies can have an impact on
outstanding transaction ratings," said credit analyst Harris
Trifon.

Steve & Barry's occupies a total of 1.8 million square feet at the
collateral properties, which averages 63,000 square feet per
store.  The stores vary in size, ranging from less than 14,000 sq.
ft. to 162,000 sq. ft.

"At this time, S&P does not expect widespread rating actions on
rated U.S. CMBS as a direct result of Steve & Barry's liquidation
announcement," said credit analyst Harris Trifon.  "However, S&P
will continue to assess the impact of Steve & Barry's situation on
the CMBS transactions S&P rate as information on individual
properties becomes available and initiate rating actions as they
are warranted."


* S&P Junks Ratings on 12 ABFC 2002-WF1 Trust Class M Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 35
classes of asset-backed certificates from nine U.S. subprime
residential mortgage-backed securities transactions issued by
Asset Backed Funding Corp.  Trust, Bear Stearns Asset Backed
Securities Trust, First Matrix RM Trust, NovaStar Mortgage Funding
Trust, and Structured Asset Investment Loan Trust.  All of the
downgraded deals were issued between 2002 and 2004.  Concurrently,
S&P affirmed its ratings on the remaining 73 classes from these
transactions and eight other subprime deals, all issued between
1998 and 2004.

The downgrades reflect reduced credit enhancement due to monthly
realized losses, as well as a high amount of loans that are
considered currently delinquent (30-plus days, foreclosures, and
REOs).  Excluding First Matrix RM Trust 2003-A, total
delinquencies for the downgraded transactions, as a percentage of
the current pool balances, ranged from 15.44% (ABFC 2003-AHL1) to
34.10% (ABFC 2002-WF1), as of the October 2008 remittance date.
Severe delinquencies (90-plus days, foreclosures, and REOs) ranged
from 7.36% (ABFC 2003-AHL1) to 23.10% (ABFC 2004-HE1).

Most of the downgraded transactions experienced deterioration in
credit support due to losses that are outpacing excess spread.
Excluding ABFC 2002-WF1 Trust and First Matrix RM Trust 2003-A,
losses outpaced excess spread by multiples between approximately
1.01x (ABFC 2003-AHL1) and 3.03x (Bear Stearns 2004-HE8) over the
past 12 months.  Overcollateralization has been eroded completely
for First Matrix RM Trust 2003-A and Bear Stearns Asset Backed
Securities I Trust 2004-HE8, and S&P has downgraded certain
classes from these transactions to 'D' as a result of principal
write-downs.  The other downgraded deals have
overcollateralization levels that are below target, ranging from 8
basis points below target (ABFC 2002-WF1) to 48 bps below target
(Structured Asset Investment Loan Trust 2004-7).  Cumulative
losses, total delinquencies, and severe delinquencies (as of the
October 2008 remittance) for the affected transactions are:

                      Losses And Delinquencies*

                         ABFC 2002-WF1 Trust

Series       Pool factor     Cum. Losses   Total del.    Sev. del.
------       -----------     -----------   ----------    ---------
2002-WF1     3.82%           2.00%         34.10%        22.59%

                           ABFC 2003-AHL1 Trust

Series       Pool factor     Cum. Losses   Total del.    Sev. del.
------       -----------     -----------   ----------    ---------
2003-AHL1    9.65%           1.54%         15.44%         7.36%

                            ABFC 2004-HE1 Trust

Series       Pool factor     Cum. Losses   Total del.    Sev. del.
------       -----------     -----------   ----------    ---------
2004-HE1     7.52%           1.27%         28.87%        23.10%

                            ABFC 2004-OPT4 Trust

Series       Pool factor     Cum. Losses   Total del.    Sev. del.
------       -----------     -----------   ----------    ---------
2004-OPT4    13.86%          0.88%         21.83%        17.25%

           Bear Stearns Asset Backed Securities Trust 2003-HE1

Series       Pool factor     Cum. Losses   Total del.    Sev. del.
------       -----------     -----------   ----------    ---------
2003-HE1     11.33%          2.29%         25.84%        17.62%

          Bear Stearns Asset Backed Securities I Trust 2004-HE8

Series       Pool factor     Cum. Losses   Total del.    Sev. del.
------       -----------     -----------   ----------    ---------
2004-HE8     11.53%          3.14%         29.38%        18.00%

                           First Matrix RM Trust

Series       Pool factor     Cum. Losses   Total del.    Sev. del.
------       -----------     -----------   ----------    ---------
2003-A       18.82%          0.39%         0.10%         1.66%

              NovaStar Mortgage Funding Trust, Series 2004-2

Series       Pool factor     Cum. Losses   Total del.    Sev. del.
------       -----------     -----------   ----------    ---------
2004-2       10.22%           2.01%         26.30%        20.00%

               Structured Asset Investment Loan Trust 2004-7

Series       Pool factor     Cum. Losses   Total del.    Sev. del.
------       -----------     -----------   ----------    ---------
2004-7       12.23%           1.48%         21.39%        16.32%

* Cumulative losses represent the percentage of the original pool
balance, and total and severe delinquencies represent the
percentage of the current pool balance.

The 73 affirmations reflect sufficient credit enhancement
available to support the ratings at their current levels.

Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  The collateral for these
deals primarily consists of subprime, adjustable- and fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties.

                          Rating Actions

                       ABFC 2002-WF1 Trust
                         Series 2002-WF1

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          M-1        04542BAG7     AA             AAA
          M-2        04542BAH5     BB             A
          M-3        04542BAJ1     B+             BBB
          B          04542BAK8     B              BBB-

                     ABFC 2003-AHL1 Trust
                       Series 2003-AHL1

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          M-5        04542BDA7     CCC            B

                     ABFC 2004-HE1 Trust
                       Series 2004-HE1

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          M-2        04542BJQ6     A              AA
          M-4        04542BJS2     B              A+
          M-5        04542BJT0     CCC            BB
          M-6        04542BJU7     CCC            B
          M-7        04542BJV5     CCC            B
          M-8        04542BJW3     CC             CCC
          M-3        04542BJR4     BBB            AA-

                    ABFC 2004-OPT4 Trust
                      Series 2004-OPT4

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          M-4        04542BHG0     BBB            A-
          M-5        04542BHH8     B              BB
          M-6        04542BHJ4     CCC            B
          M-7        04542BHK1     CCC            B-

     Bear Stearns Asset Backed Securities I Trust 2004-HE8
                      Series 2004-HE8

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          M-3        073879HG6     BBB-           A+
          M-4        073879HH4     BB             A
          M-5        073879HJ0     CCC            A-
          M-6        073879HK7     CC             BBB+
          M-7B       073879HW1     D              B

      Bear Stearns Asset Backed Securities Trust 2003-HE1
                      Series 2003-HE1

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          M-3        07384YPD2     BB             A-
          M-4        07384YPE0     B              BB
          M-5        07384YPF7     CCC            B
          M-6        07384YPG5     CC             CCC

                   First Matrix RM Trust
                      Series 2003-A

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          B          32082HAC0     D              BBB

          NovaStar Mortgage Funding Trust Series 2004-2
                      Series 2004-2

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          M-4        66987XEW1     BBB            A+
          M-5        66987XEX9     B              BB
          B-1        66987XEY7     CCC            B
          B-3        66987XFA8     CC             CCC

        Structured Asset Investment Loan Trust 2004-7
                      Series 2004-7

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          M3         86358EKN5     A              AA-
          M4         86358EKP0     BBB            A
          M5         86358EKQ8     B              A-
          M6         86358EKR6     CCC            BBB+
          M7         86358EKS4     CCC            B
          B          86358EKT2     CC             CCC

                Ratings Affirmed

              ABFC 2002-WF2 Trust
                Series 2002-WF2

          Class      CUSIP         Rating
          -----      -----         ------
          A-2        04542BBT8     AAA
          M-1        04542BBV3     AA+
          M-2        04542BBW1     A
          M-3        04542BBX9     BBB

              ABFC 2003-AHL1 Trust
                  Series 2003-AHL1

          Class      CUSIP         Rating
          -----      -----         ------
          AI         04542BCJ9     AAA
          M-1        04542BCL4     AAA
          M-2        04542BCM2     AAA
          M-3        04542BCN0     BBB+
          M-4        04542BCP5     BB

                ABFC 2003-OPT1 Trust
                  Series 2003-OPT1

          Class      CUSIP         Rating
          -----      -----         ------
          A-1        04542BDD1     AAA
          A-1A       04542BDE9     AAA
          A-3        04542BDG4     AAA
          M-1        04542BDH2     AA+
          M-2        04542BDJ8     AA
          M-3        04542BDK5     A+
          M-4        04542BDL3     A-
          M-5        04542BDM1     BB
          M-6        04542BDN9     B

                ABFC 2003-WMC1 Trust
                  Series 2003-WMC1

          Class      CUSIP         Rating
          -----      -----         ------

          M-1        04542BEA6     AA+
          M-2        04542BEB4     A
          M-3        04542BEC2     A-
          M-4        04542BED0     BBB+
          M-5        04542BEE8     BBB
          M-6        04542BEF5     BBB-

                ABFC 2004-HE1 Trust
                  Series 2004-HE1

          Class      CUSIP         Rating
          -----      -----         ------
          M-1        04542BJP8     AA+

                ABFC 2004-OPT2 Trust
                  Series 2004-OPT2

          Class      CUSIP         Rating
          -----      -----         ------
          A-1        04542BFT4     AAA
          A-1A       04542BFU1     AAA
          A-2        04542BFV9     AAA
          M-1        04542BFW7     AA
          M-2        04542BFX5     A+
          M-3        04542BFY3     A
          M-4        04542BFZ0     A-
          M-5        04542BGA4     BBB+
          M-6        04542BGB2     BB
          B          04542BGC0     BB

                ABFC 2004-OPT4 Trust
                  Series 2004-OPT4

          Class      CUSIP         Rating
          -----      -----         ------
          A-1        04542BHB1     AAA
          A-2        04542BHC9     AAA
          M-1        04542BHD7     AA
          M-2        04542BHE5     A+
          M-3        04542BHF2     A

    Bear Stearns Asset Backed Securities I Trust 2004-HE8
                  Series 2004-HE8

          Class      CUSIP         Rating
          -----      -----         ------
          M-1        073879HE1     AA+
          M-2        073879HF8     AA

    Bear Stearns Asset Backed Securities Trust 2003-HE1
                  Series 2003-HE1

          Class      CUSIP         Rating
          -----      -----         ------
          M-1        07384YPB6     AA
          M-2        07384YPC4     A

      Conseco Finance Home Equity Loan Trust 2001-C
                  Series 2001-C

          Class      CUSIP         Rating
          -----      -----         ------
          A-5        20847TAX9     AAA
          M-1        20847TAZ4     AA+
          M-2        20847TBA8     A
          B-1        20847TBB6     BBB
          B-2        20846QHJ0     B

     Conseco Finance Home Equity Loan Trust 2001-D
                  Series 2001-D

          Class      CUSIP         Rating
          -----      -----         ------
          A-5        20847TBH3     AAA
          M-1        20847TBK6     AA
          M-2        20847TBL4     A
          B-1        20847TBM2     BB

        Household Home Equity Loan Trust 2004-1
                  Series 2004-1

          Class      CUSIP         Rating
          -----      -----         ------
          A          441917AZ4     AAA
          M          441917BA8     AA

     NovaStar Mortgage Funding Trust Series 2004-2
                  Series 2004-2

          Class      CUSIP         Rating
          -----      -----         ------
          P          66987XFB6     AAA
          M-1        66987XET8     AA+
          M-2        66987XEU5     AA
          M-3        66987XEV3     AA-
          B-2        66987XEZ4     CCC

       Structured Asset Investment Loan Trust 2004-7
                  Series 2004-7

          Class      CUSIP         Rating
          -----      -----         ------
          A7         86358EKH8     AAA
          A8         86358EKJ4     AAA
          M1         86358EKL9     AA+
          M2         86358EKM7     AA

               UCFC Acceptance Corp.
                  Series 1998-D

          Class      CUSIP         Rating
          -----      -----         ------
          AF-6       90263BHA9     AAA
          AF-7       90263BHB7     AAA
          AF-8       90263BHC5     AAA
          MF-1       90263BHD3     AAA
          MF-2       90263BHE1     A+
          BF-1       90263BHF8     BBB
          MV-1       90263BHH4     AA+
          MV-2       90263BHJ0     A
          BV-1       90263BHK7     BBB


* S&P Junks Ratings on Three Tranches From Five Hybrid CDO Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 16
tranches from five U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed four of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P placed one rating from Solstice ABS CBO III Ltd. on
CreditWatch with negative implications.  In addition, S&P affirmed
one rating from Altius I Funding, Ltd. and removed it from
CreditWatch with negative implications.  S&P also withdrew its
ratings on two tranches from Pacific Shores CDO Ltd. The ratings
on 11 of the downgraded tranches are on CreditWatch with negative
implications, indicating a significant likelihood of further
downgrades.  The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets currently have ratings on CreditWatch with negative
implications or have significant exposure to assets rated in the
'CCC' category.

The 16 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $1.153 billion.  Three of the five affected
transactions are mezzanine structured finance CDOs of asset-backed
securities, which are collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.  One of the affected transactions is a high-grade SF
CDO of ABS that was collateralized at origination primarily by
'AAA' through 'A' rated tranches of RMBS and other SF securities.
The other transaction is a retranching of other CDO tranches.
This CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 4,071 tranches from 911 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 1,007 ratings from 443 transactions are
currently on CreditWatch with negative implications for the same
reasons.  In all, S&P has downgraded $481.124 billion of CDO
issuance.  Additionally, S&P's ratings on $11.682 billion of
securities have not been lowered but are currently on CreditWatch
with negative implications, indicating a high likelihood of future
downgrades.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                          Rating Actions

                                               Rating
                                               ------
   Transaction               Class       To              From
   -----------               -----       --              ----
   Altius I Funding Ltd.     A-1LT-a     A-/Watch Neg    AA/Watch Neg
   Altius I Funding Ltd.     A-1LT-b     A-/Watch Neg    AA/Watch Neg
   Altius I Funding Ltd.     A-2         BBB+/Watch Neg  AA-/Watch Neg
   Altius I Funding Ltd.     B           B-/Watch Neg    BBB-/Watch Neg
   Altius I Funding Ltd.     C           CCC-            CCC-/Watch Neg
   CDO Repack SPC Ltd.       E-1         CC              BBB-
   Hillcrest CDO I Ltd.      A-1a        A+/Watch Neg    AA/Watch Neg
   Hillcrest CDO I Ltd.      A-1b        A+/Watch Neg    AA/Watch Neg
   Hillcrest CDO I Ltd.      A-2         BB+/Watch Neg   A+/Watch Neg
   Hillcrest CDO I Ltd.      B-1         CC              BB-/Watch Neg
   Hillcrest CDO I Ltd.      B-2         CC              BB-/Watch Neg
   Pacific Shores CDO Ltd.   B-1         A/Watch Neg     AA
   Pacific Shores CDO Ltd.   B-2         A/Watch Neg     AA
   Pacific Shores CDO Ltd.   C           B-/Watch Neg    BBB+/Watch Neg
   Pacific Shores CDO Ltd.   Pfd Sh Cl1  NR              BB-/Watch Neg
   Pacific Shores CDO Ltd.   Pfd Sh Cl2  NR              BB-/Watch Neg
   Solstice ABS CBO III Ltd. A-2         AAA/Watch Neg   AAA
   Solstice ABS CBO III Ltd. B           BB+/Watch Neg   BBB/Watch Neg
   Solstice ABS CBO III Ltd. C-1         CC              CCC-/Watch Neg
   Solstice ABS CBO III Ltd. C-2         CC              CCC-/Watch Neg

                      Other Ratings Reviewed

    Transaction               Class       Rating
    -----------               -----       ------
    Altius I Funding Ltd.     D           CC
    Altius I Funding Ltd.     E           CC
    Hillcrest CDO I Ltd       C           CC
    Hillcrest CDO I Ltd       D           CC
    Pacific Shores CDO Ltd.   A           AAA
    Solstice ABS CBO III Ltd. A-1         AAA


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         Terminal City Club, Vancouver, British Columbia
            Contact: 503-768-4299 or www.turnaround.org

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Dec. 8, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering
         TBD, Long Island, New York
            Contact: 631-251-6296 or www.turnaround.org

Dec. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         Washington Athletic Club, Seattle, Washington
            Contact: 503-768-4299 or www.turnaround.org

Dec. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         University Club, Portland, Oregon
            Contact: 503-768-4299 or www.turnaround.org

Dec. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Sponsorships - Annual Golf Outing, Various Events
         TBA, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Casurina, Grand Cayman Island, AL
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Valcon
         Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Beverly Wilshire, Beverly Hills, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 17-18, 2009
   NATIONAL ASSOCIATION OFBANKRUPTCY TRUSTEES
      NABT Spring Seminar
         The Peabody, Orlando, Florida
            Contact: http://www.nabt.com/

Apr. 20, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         John Adams Courthouse, Boston, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

Apr. 28-30, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

May 14-16, 2009
   ALI-ABA
      Chapter 11 Business Reorganizations
         Langham Hotel, Boston, Massachusetts
            Contact: http://www.ali-aba.org

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Dec. 2-4, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
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BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
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            http://www.beardaudioconferences.com/

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   Carve-Out Agreements for Unsecured Creditors
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   Changes to Cross-Border Insolvencies
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            http://www.beardaudioconferences.com/

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   China\u2019s New Enterprise Bankruptcy Law
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         http://www.beardaudioconferences.com/

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   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
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            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency \u2013 Widening Controversy: Current
Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
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         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

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   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
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BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
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BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

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   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
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   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

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   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
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BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
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BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers\u2014the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today\u2019s Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
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BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
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            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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