TCR_Public/081205.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, December 5, 2008, Vol. 12, No. 290

                             Headlines


3217920 NOVA SCOTIA: Moody's Withdraws Ratings
A21 INC: Files for Chapter 11 Bankruptcy; To Sell Units' Assets
A21 INC: Case Summary & 39 Largest Unsecured Creditors
ABITIBIBOWATER INC: Upcoming Debt Maturity Cues S&P's Junk Ratings
ADARE HOMES: Files for Chapter 11 Protection in Colorado

ADVANCED MICRO: Revenue to Drop; Analyst Says Bankruptcy Unlikely
AFFIRMATIVE EQUITIES: Voluntary Chapter 11 Case Summary
ALLIED WASTE: Merger Closing Cues Search for New Bonus Plan
ALLIED WASTE: Merger with Republic Gets Proxy Advisory Firms' Nod
ALLIED WASTE: Moody's Upgrades Ratings From B2 to Baa3

ALLIED WASTE: S&P Raises Corp. Credit Rating to 'BBB' From 'BB'
ALLIED WASTE: Signs Deal With Republic on Unit Guaranties
ALLIED WASTE: September 30 Balance Sheet Shows Strained Liquidity
AMERICAN HOME: Court Approves Amended Disclosure Statement
AMERICAN INTERNATIONAL: Execs. OK 4-Months Delay of Bonuses

AMERICAN INT'L: Pays $5BB for ML III; NY Fed Lends $30BB for CDOs
AMERICAN INTERNATIONAL: Sells $40BB in Preferred Stock to Treasury
AMERICAN INTERNATIONAL: Sells Banking Unit to Aabar for $254MM
AMERICAN INTERNATIONAL: Greenberg Entities Has 10.19% Stake
AMERICAN MEDIA: Moody's Gives 'Ca/LD' Probability Default Rating

ANIXTER INTERNATIONAL: Fitch Changes Rating Outlook to Negative
AVIS BUDGET: Lays Off 7% of Work force & Freezes Management Pay
ARCADIA RESOURCES: Vicis Capital Hikes Stake to 13.7%
ARCADIA RESOURCES: Directors Exercise Options to Buy Shares
ARTES MEDICAL: Sept. 30 Balance Sheet Upside Down by $9.2 Million

ASSET FAMILY: Sec. 341(a) Meeting Set for January 6, 2009
ASSET FAMILY: U.S. Trustee Insists on Case Dismissal/Conversion
BALLY TOTAL: Gets Access to Cash Collateral to Fund Ch. 22 Case
BLUMENTHAL PRINT: Court Grants Access to Lenders' Cash Collateral
B MOSS CLOTHING: May Start Going-Out-of-Business Sales on Dec. 5

BROOKE CORP: Ch. 11 Trustee Taps Colliers as Real Estate Broker
BTWW RETAIL: Liquidates Remaining 78 Stores, to Sell $70MM Goods
CHEVY CHASE: Capital One to Acquire Firm for $520MM
CHRISTO BARDIS: Files Amended Schedules of Assets and Debts
CHRYSLER AUTOMOTIVE: Severe Pressure Cues Moody's Rating Cut to Ca

CHRYSLER FINANCIAL: Moody's Junks CFR; Outlook Negative
CHRYSLER LLC: Willing to Work Under Gov't Oversight Board
CIRCUIT CITY: S. Pliego Has 28.1% Stake; Wants to "Influence" Biz.
CIRCUIT CITY: Parties Object to Terms of $1.1BB DIP Loan
CIRCUIT CITY: Proposes to Auction Off Closing Stores' Leases

CIRCUIT CITY: Proposes January 30 Claims Bar Date
CIRCUIT CITY: Seeks to Employ Skadden Arps as Bankruptcy Counsel
CIRCUS AND ELDORADO: Decline in Earnings Cues Moody's Rating Cuts
DAYTON SUPERIOR: Moody's Junks Corporate Family Rating
DELPHI CORP: Columbus Balks at Subpoenas, Wants to Focus on Biz

DELPHI CORP: Court OKs Creditors' Retention of Moelis & Co.
DELPHI CORP: Quinn Emmanuel Represents Objecting Tranche C Lenders
DELPHI CORP: Wins Court OK for GM Liquidity Enhancement Deals
EARTHFIRST CANADA: Court Extends CCAA Protection Until January 30
ENERGY KING: Sept. 30 Balance Sheet Upside Down by $1.9 Million

ENTELLIUM CORP: Seeks Sale of Biz. to Intuit for $7.6 Million
ENTELLIUM CORP.: Voluntary Chapter 11 Case Summary
ERNIE HAIRE: Seeks Court's OK to Continue Use of Cash Collateral
FINLAY ENTERPRISES: Waivers on $162.8MM Notes Cues S&P's SD Rating
FIRSTLIGHT POWER: Fitch Takes Rating Actions on Outstanding Debts

FORD MOTOR: Car Sales Drop to 118,818; Down 30% from 2007
FORD MOTOR: Sufficient Liquidity Cues Moody's to Keep Caa1 Ratings
FORD MOTOR: Willing to Work Under Gov't Oversight Board
FORUM HEALTH: Moody's Extends Watchlist Review for 'Caa2' Rating
FREMONT GENERAL: Taps KPMG Corporate as Financial Advisor

GENERAL MOTORS: Moody's Cuts Corporate Family & Debt Ratings to Ca
GENERAL MOTORS: Reports 154,877 Deliveries in November 2008
GENERAL MOTORS: Willing to Work Under Gov't Oversight Board
HEALTHWAYS INC: S&P Affirms Counterparty Credit Rating at 'BB'
HINES HORTICULTURE: Wants Court to Approve Sale Incentive Program

HOUGHTON MIFFLIN: To Restructure Textbook Division; Denies Sale
INTERSTATE BAKERIES: New Plan Gets Overwhelming Creditor Support
INTERSTATE BAKERIES: Liquidity Solutions Says Plan Not Confirmable
INTERSTATE BAKERIES: Seeks to End Management Continuity Pacts
INTERSTATE BAKERIES: Seeks to Reject Employment Pact W/ Ex-CEO

JAZZ PHOTO: Liable to $4 Million Patent Infringement Damages
JIM PALMER: ActionView Eyes Recovery for $250,000 Unsec. Loan
JP MORGAN: Moody's Puts 'B1' Rating on Class 1-A-2 Certificate
KINGSLEY CAPITAL: Files Chapter 11 Plan and Disclosure Statement
KLIO III: Moody's Puts 'Ba2' Rating on $3.58 Bil. Class F Notes
LIBBEY GLASS: Moody's Changes Outlook to Negative & Keeps Ratings

MACARTHUR HEIGHTS: Case Summary & 20 Largest Unsecured Creditors
MCJUNKIN RED: S&P Retains 'BB' Rating on Senior Secured Facility
ML-CFC COMMERCIAL: S&P Upgrades Rating on Class H Certificates
NETVERSANT SOLUTIONS: U.S. Trustee Wants Auction Halted
NEW CENTURY: May Use Laurus' Cash Collateral Until Jan. 8, 2009

NOKOMIS REAL ESTATE: Case Summary & 7 Largest Unsecured Creditors
O'RYAN PACKAGE: Involuntary Chapter 11 Case Summary
PAUL REINHART: Files Schedules of Assets and Liabilities
PILGRIM'S PRIDE: Receives Approval of "First Day" Motions
PILGRIM'S PRIDE: Sec. 341 Meet of Creditors Scheduled for Jan. 30
PILGRIM'S PRIDE: To Timely Pay for Goods Delivered Postpetition

PILGRIM'S PRIDE: Proposes to Pay Pre-Bankruptcy Dues to Growers
PROVEN METHODS: Case Summary & 20 Largest Unsecured Creditors
QPC LASER: Unit's Forbearance Period for Finisar Note Expires
QPC LASERS: To File for Bankruptcy; No 10-Q Due to Cash Woes
SAKS INC: Challenges on Weak Economy Cues S&P's Rating Cut to 'B'

SPARTA FAMILY: Case Summary & 4 Largest Unsecured Creditors
STEVEN'S HOSPITAL: Moody's Affirms 'Ba2' Rating on $14 Mil. Bonds
SUN COUNTRY: Court Approve Financing Commitment to Meet Duties
SWIFT TRANSPORTATION: Weak Operations Cue Moody's Junk Ratings
TECH DATA: Fitch Affirms 'BB+' Ratings; Outlook Stable

THE LOFTS: Files for Chapter 11 Protection in Florida
TRONOX INC: Can't Pay Interest; S&P Ratings Tumble to 'D'
TRONOX WORLDWIDE: Tight Liquidity Prompts Fitch to Cut Ratings
USG CORPORATION: Fitch Assigns B Provisional Issuer Default Rating
VELOCITY EXPRESS: Sept. 27 Balance Sheet Upside Down by $13.5MM

VERASUN ENERGY: Gets Final Approval to Access $196.6 DIP Facility
VIREXX MEDICAL: To Seek Canadian Court's OK of Restructuring Plan
VIRGIN MOBILE: Has Funds to Support Biz Until At Least Q3 2009
VIRGIN MOBILE: Slapped with Two Non-Compliance Notices From NYSE
VIRGIN MOBILE: Panel Approves 2009 Bonus Packages for Officers

VIRGIN MOBILE: Officers, et al., Report Acquisition of Shares
VONAGE HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $59.9MM
VONAGE HOLDINGS: Silver Point Discloses 18% Equity Stake
WACHOVIA BANK: S&P Cuts Rating on Class L Certificates to 'BB'
WCP WARM: Case Summary & 10 Largest Unsecured Creditors

WEDAFAB INC.: Preparing to Sell All Assets for $1,625,000
WESTMORELAND COAL: Unit Renews $20MM Credit Line Until Nov. 2009
WESTMORELAND COAL: Tontine Entities Disclose 30% Equity Stake
XERIUM TECHNOLOGIES: To Cease Operations at Aussie, Vietman Units
XERIUM TECHNOLOGIES: Reports $21.5 Million Q3 2008 Net Income

XERIUM TECHNOLOGIES: Registers 5 Million Shares with SEC
XERIUM TECHNOLOGIES: Head of Asia Unit Acquires 40,000 Shares

* Andrews Kurth Selects Seven New Partners
* Fitch Says IT Spending Decline Dominates Technology Concerns
* Fitch: U.S. Media & Entertainment Sector Outlook Negative 2009
* Fitch Says U.S. Telecom and Cable Credit Profiles to Weaken
* Fitch Reports Negative Outlook for Semiconductors in 2009

* Frost Brown Todd and Locke Reynolds to Merge
* James H.M. Sprayregen Returns to Kirkland & Ellis
* Kirkpatrick and Lockhart, Bell Boyd in Combination Talks
* S&P Says Default Rate Pushes Past 3% in November
* S&P Slashes Ratings on 157 Classes From 21 Subprime RMBS Deals

* BOOK REVIEW: How To Measure Managerial Performance


                             *********

3217920 NOVA SCOTIA: Moody's Withdraws Ratings
----------------------------------------------
Moody's Investors Service withdrew all ratings for 3217920 Nova
Scotia Company (a subsidiary of Alliance Films Holdings Inc., and
affiliate of Alliance Films Inc., referred to as "Alliance Films",
formerly known as Motion Picture Distribution LP).  The withdrawal
is in response to the company's announcement on Nov. 26, 2008 that
it had repurchased and retired all outstanding debt at a discount
to par value, which as per Moody's definition is viewed as a
distressed exchange.

3217920 Nova Scotia Company

  -- Probability of Default Rating, Withdrawn, previously rated
     Caa2

  -- Corporate Family Rating, Withdrawn, previously rated Caa2

  -- First Lien Revolving Credit Facility due 2013, Withdrawn,
     previously rated B3, LGD2, 26%

  -- First Lien Term Loan due 2014, Withdrawn, previously rated
     B3, LGD2, 26%

  -- Second Lien Term Loan due 2015, Withdrawn, previously rated
     Caa3, LGD4, 69%

  -- Prior to withdrawal, the ratings outlook was negative.

The prior rating action for 3217920 Nova Scotia Company was on
Oct. 16, 2008, when the corporate family rating was downgraded to
Caa2 from Caa1 reflecting concerns about the sustainability of the
company's capital structure.

Alliance Films' ratings were assigned by evaluating factors
Moody's believes are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its 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 Alliance Films' core industry and Alliance Films'
ratings are believed to be comparable to those of other issuers of
similar credit risk.

Headquartered in Montreal, Quebec, Alliance Films Holdings Inc.,
is the largest independent distributor of motion pictures in
Canada, with additional operations in the United Kingdom through
its Momentum subsidiary and in Spain through its Aurum subsidiary.


A21 INC: Files for Chapter 11 Bankruptcy; To Sell Units' Assets
---------------------------------------------------------------
a21, Inc. together with two of its affiliates -- SuperStock,
Inc. and ArtSelect, Inc. -- filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Middle District
of Florida, Jacksonville Division.

                 Bankruptcy Filing Cues Defaults

The company chief financial officer R. LaDuane Clifton disclosed
in a regulatory filing with the Securities and Exchange Commission
that the Chapter 11 filing constituted an event of default:

   -- a21 Inc. 5% Senior Secured Convertible Notes in the
      principal amount of $15.5 million plus accrued interest and
      costs; and

   -- ArtSelect Inc. 6% Notes in the principal amount of
      $2.4 million plus accrued interest and costs.

Under the terms of notes, the entire unpaid principal and accrued
interest became immediately due and payable without any action on
the part of the holders, Mr. Clifton said.

a21 is also in default under a July 16, 2008, Commercial Loan
Agreement and Promissory Note with Applejack Art Partners, Inc.
Under the deal, the lender provided for a line of credit of up to
$500,000 for working capital.  The Note matured on November 1,
2008, and the grace period for payment ended on November 10.  The
Note is secured by the collateral specified in the Security
Agreement, which consists of all personal property and assets of
the company.  The total amount due pursuant to the Loan Agreement
and Note was roughly $404,000.  The company did not pay the
amounts on November 10.  Pursuant to the Loan Agreement and the
Note, the interest rate on the principal amount of the Note
increased from 12% to 15% on November 11.

In conjunction with the filing, the company delivered to the Court
a disclosure statement explaining a Chapter 11 plan of
liquidation, wherein unsecured creditors will be paid $125,000 in
cash on a pro rata basis on the plan's effective date, among other
things.

Separately, on April 27, 2006, a21 entered into a Securities
Purchase Agreement pursuant to which it issued $15.5 million of
Secured Convertible Term Notes to the purchasers named in the
agreement.  On October 8, 2008, the company entered into a
preliminary agreement with the holders of a majority of the
outstanding principal amount of the Secured Convertible Term Notes
pursuant to which the holders agreed to receive the interest
payment due September 30, 2008, under the Secured Convertible Term
Notes -- an aggregate of approximately $201,000 -- in shares of
the company's common stock instead of cash.  On November 4, the
company entered into a waiver agreement with the holders of a
majority of the outstanding principal amount of the Secured
Convertible Term Notes pursuant to which the holders finalized the
terms contained in the Preliminary Agreement.

The company has issued 33,517,805 shares of its common stock to
the holders of the Secured Convertible Term Notes pursuant to the
Waiver Agreement, which is based on a per share price of $0.006.
In accordance with Section 9.5 of the Purchase Agreement and
Section 5.5 of the Secured Convertible Term Notes, note holders
representing a majority of the aggregate principal amount of all
of the outstanding Secured Convertible Term Notes have authority
to amend the terms of the notes.  The company is scheduled to
resume paying quarterly interest in cash beginning with the
quarterly interest due in January 2009.

On November 7, pursuant to the terms of the Waiver Agreement, the
company issued 33,517,805 shares of its common stock to the 11
holders of the Secured Convertible Term Notes, each of whom is an
accredited investor.  The shares were issued to pay the interest
due on the Secured Convertible Term Notes at a price per share of
$0.006.  The Company did not pay any fees or commissions in
connection with the issuance.

                SuperStock & ArtSelect For Sale

In addition, the company filed separate motions to sell the U.S.
assets of SuperStock and ArtSelect.  Both sales are free of liens
and encumbrances pursuant to Section 363 of the Bankruptcy Code,
and are subject to higher and better bids at an auction sale
expected to be conducted by the Bankruptcy Court in the next 4 to
6 weeks.

The company said it entered into an asset purchase agreement
dated Dec. 3, 2008, with Metaverse Corporation to purchase
ArtSelect, for $700,000, and an asset purchase agreement dated
with Masterfile Corporation to purchase Superstock for $1,500,000.
Mateverse and Masterfile are required to make a refundable $50,000
deposit each upon execution of the agreements.  The company stated
that it intends to enter into a stock purchase agreement with
another party.

The company filed motions for approval of bidding procedures for
the auction process.  The bidding procedures contemplate that
potential purchasers must submit a minimum qualifying bid,
accompanied by a bid deposit and signed purchase contract in
advance of the auction.

Furthermore, the company filed a series of motions with the Court
to assure the continuity and stability of its businesses,
including the payment of wages.

"Over a year ago we announced that the Company and its
subsidiaries were exploring strategic alternatives," John
Ferguson, President and CEO of a21, Inc., said.  "After exhausting
all possibilities, and considering the current state of credit
markets, we determined that the best way to complete a
restructuring of our Company and to protect the franchise value of
our underlying businesses was to pursue a sale of the Company's
assets under Court supervision in a Chapter 11 proceeding."

"The Company and its subsidiaries will conduct business as usual
through the auction sales," added Mr. Ferguson.

The company said that it does not expect any distributions will be
available for its shareholders.

Gardner Davis, Esq., and Michael Kirwan, Esq., at Foley & Lardner
LLP represent the company.

A full-text copy of the company's disclosure statement is
available for free at http://ResearchArchives.com/t/s?35ca

A full-text copy of the company's Chapter 11 plan of liquidation
is available for free at http://ResearchArchives.com/t/s?35cb

A full-text copy of the company's Asset Purchase Agreement dated
as of December 3, 2008, with Metaverse Corporation for the assets
of ArtSelect, Inc., is available for free at:

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

A full-text copy of the company's Asset Purchase Agreement dated
as of December 3, 2008, with Masterfile Corporation for the U.S.
assets of SuperStock, Inc., is available for free at:

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

A full-text copy of the Executive Summary describing the company
for potential bidders is available for free at:

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

                     About a21 Inc.

Headquartered in Jacksonville, Florida, a21 Inc., fdba Saratoga
Holdings, Inc. and Agence 21, Inc. (ATWOE.OB) --
http://www.a21group.com-- is an online digital content company.
Through its SuperStock Inc. subsidiary --
http://www.superstock.com; http://www.superstock.co.uk;
http://www.mediamagnet.com;and http://www.purestockx.com-- the
company aggregates visual content from photographers, photography
agencies, archives, libraries, and private collections and license
the visual content to customers. SuperStock's customer base
consists of four major groups: creative (advertising and design
agencies), editorial (publishing and media entities), corporate
(in-house communications departments and outside corporate
communications firms) and consumers (the general public).
SuperStock's products are sold directly and through a global
network of distributors in over 100 countries.  SuperStock's
subsidiary Ingram is a U.K.-based provider of subscription, CD-ROM
and individual royalty free images as well as vector graphics and
fonts, vehicle online templates, and print price guides for the
worldwide graphics design, printing, sign making, advertising and
publishing communities.

a21's ArtSelect, Inc. subsidiary -- http://www.artselect.com--
supplies home and office framed and unframed wall decor to
retailers, catalogers, membership organizations and consumers
through both online and traditional retail and wholesale
distribution channels.  The company has other operating and sales
establishments in Iowa and London.

a21 has not filed its financial report for the period ended
September 30, 2008, with the Securities and Exchange Commission.
On November 14, Chief Financial Officer R. LaDuane Clifton said
the company's report on Form 10-Q could not be filed within the
prescribed time period because there are indications of impairment
to certain intangible assets held by the company, and the company
was not able to perform the valuation analysis required to
appropriately adjust those asset values, if deemed necessary.

As of June 30, 2008, the company had $27.5 million in total
assets, and $29.8 million in total liabilities, resulting in $2.8
million in capital deficit.

On November 4, 2008, Laura C. Sachar resigned from the company's
Board of Directors due to professional and personal circumstances.
The company said the departure did not involve a disagreement with
the company on any matter relating to the company's operations,
policies or practices.


A21 INC: Case Summary & 39 Largest Unsecured Creditors
------------------------------------------------------
Debtor: a21, Inc.
        fdba Saratoga Holdings, Inc.
        fdba Agence 21, Inc.
        7660 Centurion Pkwy.
        Jacksonville, FL 32256

Bankruptcy Case No.: 08-bk-07610

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
ArtSelect, Inc.                                    08-07611
SuperStock, Inc.                                   08-07612

Type of Business: The Debtors makes images, art framing, and wall
                  decors.

                  See: http://www.a21group.com

Chapter 11 Petition Date: December 4, 2008

Court: Middle District of Florida (Jacksonville)

Judge: Paul M. Glenn

Debtor's Counsel: Gardner F. Davis, Esq.
                  gdavis@foley.com
                  Foley & Lardner LLP
                  Post Office Box 240
                  Jacksonville, FL 32201
                  Tel: (904) 359-2000
                  Fax: (904) 359-8700

Total Assets: $24,231,430 as September 20, 2008

Total Debts: $30,286,282 as September 20, 2008

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
FedEX-Fairchild                services          $196,202
PO Box 371741
Pittsburg, PA 15250
Tel: (800) 622-1147
Fax: (800) 548-3020

Welsh Companies LLC            rent              $144,715
Attn: Peter Lund
PO Box 13875
Newark, NJ 071BB
Tel: (952) 897-7886

Age Fotostock America Inc.     royalty           $74,483
594 Broadway, Suite 707
New York, NY 10012

BDO Seidman LLP                services          $72,295

Getty-Digital Vision           royalty           $70,384

American Express               trade             $56,013

Cyro                           trade             $38,584

Southern Moulding              trade             $38,322

Corbis Corporation             royalty           $28,657

Steve Vidler                   royalty           $28,325

PISCOUT                        services          $20,900

Image Source                   royalty           $20,431

ABF Freight System Inc.        services          $24,462

Omega Moulding Company         trade             $22,824

Universal Framing Products     trade             $20,182

Stamar Packaging Inc.          trade             $19,741

Bridgeman Art Library          royalty           $19,688

Blend Images LLC               royalty           $18,033

The Copyright Group            royalty           $17,733

Knight Industries Corp.        trade             $17,290

AKG Berlin                     royalty           $15,422

Kactus Foto                    royalty           $15,339

The Great American Picture     trade             $14,713

Performics-partnerC            commission        $14,582

Publishing Perfection          services          $14,242

Prisma Bildagentur AG          royalty           $14,108

Giraudon-Bridgeman Art         royalty           $12,261

UpperCut Images                royalty           $10,956

Creatus-Jupiter                royalty           $10,890

Angelo Cavali                  royalty           $10,659

Glow Images                    royalty           $10,199

Jack H. Kulp                   rent              $10,884

Brand X Picture                royalty           $9,483

Crescent Cardboard Co. LLC     trade             $9,273

Framerica                      trade             $7,421

Coremetrics Inc.               services          $7,251

Accountants Inc.               services          $6,080

TransferOnline Inc.            services          $1,147

Jennifer Lefcourt              accrued interest  $870
                               Payment

The petition was signed by chief executive officer John Z.
Ferguson.


ABITIBIBOWATER INC: Upcoming Debt Maturity Cues S&P's Junk Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit ratings on Montreal-based AbitibiBowater Inc. and
its subsidiaries, Abitibi-Consolidated Inc. and Bowater Inc., two
notches to 'CCC' from 'B-'.  The outlook is negative.

At the same time, S&P lowered the senior unsecured debt ratings on
Abitibi-Consolidated, Abitibi-Consolidated Co. of Canada, Bowater,
Bowater Canada Finance Corp., and Bowater Canadian Forest Products
Inc. to 'CCC-' from 'CCC+' (one notch below the corporate credit
rating on AbitibiBowater).  The recovery ratings on each issue
remain at '5', reflecting modest (10%-30%) recovery in the event
of default.  S&P also lowered the secured debt ratings on
Abitibi-Consolidated to 'B-' from 'B+'.  The recovery ratings
remain at '1', reflecting very high (90%-100%) recovery in the
event of default.

In addition, S&P lowered the ratings on AbitibiBowater's
convertible notes to 'CCC-' from 'CCC+' and assigned a '5'
recovery rating to the notes.

"The downgrade reflects a large upcoming debt maturity and
Standard & Poor's uncertainty as to AbitibiBowater's ability to
refinance given tight credit markets, weak liquidity, high debt
level, and an expected decline in newsprint demand and prices,"
said Standard & Poor's credit analyst Jatinder Mall.  "Our key
concern is the upcoming debt maturities at Abitibi-Consolidated
and Bowater as neither company has sufficient liquidity or free
cash generation to pay down these maturities," Mr. Mall added.

Given the tight credit markets, there is heightened uncertainty
over the parent's ability to refinance these debt maturities.
Abitibi-Consolidated has a US$347 million secured 364-day loan due
March 31, 2009, and only US$206 million in liquidity, while
Bowater has a US$144 million revolver and US$248 million in bonds
due in the summer of 2009, with only US$176 million in liquidity.
In normal market conditions the companies could sell assets to
shore-up liquidity.  However, S&P believes that option is limited
given the current credit markets because a potential buyer would
also need to come up with financing.  Furthermore, the two
companies have another US$1 billion of debt maturing in 2010.

Although S&P rate Abitibi-Consolidated and Bowater separately, the
ratings are becoming more linked as AbitibBowater has begun moving
assets from these two subsidiaries to directly under it and taking
on debt to provide funds for and guarantee subsidiary obligations.
Management's ultimate goal is to have one facility at the parent
level and provide its subsidiaries with funding as needed.

The ratings on AbitibiBowater and its subsidiaries reflect their
participation in the declining newsprint market, a highly
leveraged capital structure, and weak cash flow generation. In
S&P's view, these risks are partially offset by the company's
leading market position in the newsprint market and improving
profitability as a result of synergies and high-cost mill
closures.

AbitibiBowater is the largest newsprint producer in North America,
with annual capacity of about 5.3 million metric tons.  The
company also produces coated and uncoated paper, pulp, and wood
products. It has pulp and paper, and wood product facilities in
Canada, the U.S., South Korea, and the U.K.

The negative outlook on AbitibiBowater, Abitibi-Consolidated, and
Bowater reflects Standard & Poor's uncertainty of each company's
ability to refinance large upcoming debt maturities, as well as
what S&P see as weak market conditions in 2009 for the newsprint,
pulp, and lumber business segments.  S&P would place the ratings
on Abitibi-Consolidated on CreditWatch negative in early 2009 if
the subsidiary is unable to refinance upcoming debt maturities
by February 2009.  A similar rating action would be taken on
Bowater as its debt maturity dates draw nearer.  An upgrade,
although unlikely in the near term, would require meaningful
deleveraging of the company's balance sheet and a leverage ratio
of 7x.


ADARE HOMES: Files for Chapter 11 Protection in Colorado
--------------------------------------------------------
Adare Homes Johnstown Farms LLC has filed for Chapter 11
protection in the U.S. Bankruptcy Court for the District of
Colorado on Dec. 2, 2008, court documents say.

According to court documents, Adare Homes listed assets of
$1 million to $10 million and liabilities of $1 million to
$10 million, disclosing four major creditors.

Greenwood Village, Colorado-based Adare Homes LLC --
http://www.adarehomes.com/-- builds homes in communities along
the Front Range, including Commerce City, Greeley, and Brighton,
Colorado.


ADVANCED MICRO: Revenue to Drop; Analyst Says Bankruptcy Unlikely
-----------------------------------------------------------------
Standard & Poor Ratings Services analyst Lucy Patricola believes
that Advanced Micro Devices won't be filing for Chapter 11
protection, even though the company's debt continues to trade at
distressed level, Jerry DiColo at Wall Street Journal reports.

Advanced Micro Devices expects revenue from continuing operations
for the fourth quarter ended Dec. 27, 2008, to be approximately
25% lower than third quarter 2008 revenue of $1.585 billion,
excluding process technology license revenue.  The decrease is due
to weaker than expected demand across all geographies and
businesses, particularly in the consumer market.

According to Jerry DiColo at Wall Street Journal, AMD reported
$1.59 billion in revenue in the third quarter 2008.

WSJ quoted Deutsche Bank analyst Ross Seymore as saying "We
estimate revenue will be substantially below AMD's breakeven goal
of $1.5 billion through all of 2009, suggesting the company may
need to further reduce costs."

S&P said that AMD's debt rating is unlikely to be affected by the
company's expected third quarter revenue, WSJ relates.  As
reported in the Troubled Company Reporter on Oct. 10, 2008, S&P
said that its ratings on AMD will remain on CreditWatch with
negative implications, where they had been placed on April 8,
2008.

According to WSJ, Ms. Patricola said, "They have been able to
absorb a fair amount of negative operating trends, so I'm leaning
towards a suspicion that they will be able absorb this one."   WSJ
states that AMD's debt has been trading at distressed levels,
which could mean that the company would be filing for bankruptcy
protection in the next year or so.

Citing Ms. Patricola, WSJ says that even with the expected revenue
decline, "it's very hard to see where there would be a
bankruptcy."

WSJ reports that AMD has been trying to return to profitability
after seven consecutive quarterly losses.  The report says that
AMD decided to spin off its manufacturing operations into a
separate company, pleasing its investors.  AMD's latest chip for
servers called Shanghai has raised confidence in the company's
prospects after problems with its Barcelona chip, the report
states.

AMD will report fourth quarter 2008 results after market close on
Jan. 22, 2009.

                       About Advanced Micro

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

At June 28, 2008, the company's consolidated balance sheet showed
$9.8 billion in total assets, $8.1 billion in total liabilities,
$189 million in minority interest in consolidated subsidiaries,
and $1.5 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Fitch has affirmed these ratings on Advanced Micro Devices Inc.:
Issuer Default Rating at 'B-'; Senior unsecured debt at 'CCC/RR6'
and Rating Outlook at Negative.


AFFIRMATIVE EQUITIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Affirmative Equities Company, L.P.
        161 Avenue of the Americas
        New York, NY 10013

Bankruptcy Case No.: 08-14814

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Affirmative Equities, Inc.                         08-14815
Patrick Henry Hotel Associates, L.P.               08-14816
Patrick Henry Hotel Investment Associates          08-14817

Type of Business: The Debtors operate real estate investment
                  management company

Chapter 11 Petition Date: December 2, 2008

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtors' Counsel: Joseph Corneau, Esq.
                  jcorneau@klestadt.com
                  Klestadt & Winters, LLP
                  292 Madison Avenue, 17th Floor
                  New York, NY 10017
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

The Debtor did not file a list of 20 largest unsecured creditors.

The petition was signed by Andrew D. Jubelt, AEC's president.


ALLIED WASTE: Merger Closing Cues Search for New Bonus Plan
-----------------------------------------------------------
Allied Waste Industries, Inc., disclosed in a regulatory filing
with the Securities and Exchange Commission that the Management
Development/Compensation Committee voted to terminate the
company's 2008 Management Incentive Plan and Senior Management
Incentive Plan and adopt a new bonus plan that can be paid on or
about the closing of the merger with Republic Services, Inc.

On June 22, 2008, Allied Waste and Republic entered into a merger
agreement.

The new plan takes into account the anticipated completion of the
merger prior to the year end.  Under the new plan, bonuses will be
determined on the same basis as they would have been determined
under the MIPs except that they will be based on actual financial
results through the most recently available month end and
forecasted results for the remainder of the year, as reviewed by
the company's Audit Committee and the MDCC.  The bonuses will be
paid on or around the completion of the merger to participants in
the original MIPs who are employed by the company on the date of
the merger or, if earlier, date of payment.  This will make the
timing of bonus payments for Allied's employees consistent with
the payment of bonuses to Republic's employees.

                   About Republic Services, Inc.

Republic Services, Inc., provides environmental services including
solid waste collection, transfer and disposal services in the
United States.  The company's operating units are focused on
providing solid waste services for commercial, industrial,
municipal and residential customers.

                        About Allied Waste

Based in Phoenix, Arizona, Allied Waste Industries Inc. (NYSE: AW)
-- http://www.alliedwaste.com/and http://www.disposal.com/--
provides waste collection, transfer, recycling and disposal
services to millions of residential, commercial and industrial
customers in over 100 major markets spanning 38 states and Puerto
Rico.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $13.9 billion, total liabilities of $9.7 billion and
stockholders' equity of $4.2 billion.  The company's consolidated
balance sheet at Sept. 30, 2008, also showed strained liquidity
with $1.1 billion in total current assets available to pay $1.8
billion in total current liabilities.

                          *     *     *

Allied Waste carries Fitch Ratings' CCC+/RR6 rating, placed in
June 2008, on its $230,000,000 of notes with coupon rate of 4.25%
and due to mature April l5, 2034.  Allied Waste carries an issuer
default rating at 'B+', on watch positive, also issued June 23,
2008 by Fitch.


ALLIED WASTE: Merger with Republic Gets Proxy Advisory Firms' Nod
-----------------------------------------------------------------
Allied Waste Industries, Inc., and Republic Services, Inc.,
disclosed that RiskMetrics Group fka Institutional Shareholder
Services, Glass Lewis and PROXY Governance, Inc., the three
independent proxy advisory firms, have all recommended that
stockholders vote "FOR" the proposals with respect to the merger
of Republic Services and Allied Waste.

In its report dated Nov. 3, 2008, RiskMetrics Group stated, "Based
on our review of the terms of the transaction . . . particularly
the strategic rationale, the narrowing of the EV/EBITDA valuation
multiple between Allied Waste and its peer group since the initial
merger announcement, Republic's history of generating better than
peer average total shareholder returns, and the analysts'
favorable outlook for Republic, we believe that the merger
agreement warrants shareholder support."

In its report, Glass Lewis stated, "Based on the sound strategic
rationale, fair financial terms and the absence of significant
conflict, we believe the merger of equals is in the interest of
shareholders of both companies . . . .  Further, the transaction
is expected to yield significant cost synergies and the boards of
Allied Waste and Republic anticipate that the merger will be
accretive to the company's earnings per share within the first
full calendar year after closing."

In its report, dated Oct. 23, 2008, PROXY Governance, Inc. stated,
"We support this transaction because it appears to make strategic
sense and we believe that shareholders will be better off with
shares of the combined company."

On June 23, 2008, Republic Services and Allied Waste boards of
directors unanimously approved a definitive merger agreement to
establish waste and environmental services provider, with expected
pro forma annual revenues of approximately $9 billion.  The
combined company will have more than 35,000 employees serving more
than 13 million customers in 40 states and Puerto Rico.  The
transaction is expected to close by the fourth quarter of 2008, to
generate approximately $150 million in net annual synergies by the
third year following completion of the merger, and to be accretive
to Republic's earnings per share in the first year after
completion of the merger.

                   About Republic Services, Inc.

Republic Services, Inc., provides environmental services including
solid waste collection, transfer and disposal services in the
United States.  The company's operating units are focused on
providing solid waste services for commercial, industrial,
municipal and residential customers.

                        About Allied Waste

Based in Phoenix, Arizona, Allied Waste Industries Inc. (NYSE: AW)
-- http://www.alliedwaste.com/and http://www.disposal.com/--
provides waste collection, transfer, recycling and disposal
services to millions of residential, commercial and industrial
customers in over 100 major markets spanning 38 states and Puerto
Rico.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $13.9 billion, total liabilities of $9.7 billion and
stockholders' equity of $4.2 billion.  The company's consolidated
balance sheet at Sept. 30, 2008, also showed strained liquidity
with $1.1 billion in total current assets available to pay $1.8
billion in total current liabilities.

                          *     *     *

Allied Waste carries Fitch Ratings' CCC+/RR6 rating, placed in
June 2008, on its $230,000,000 of notes with coupon rate of 4.25%
and due to mature April l5, 2034.  Allied Waste carries an issuer
default rating at 'B+', on watch positive, also issued June 23,
2008 by Fitch.


ALLIED WASTE: Moody's Upgrades Ratings From B2 to Baa3
------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
of Republic Services, Inc. to Baa3 from Baa1.  The outlook is
stable.  This action resolves the review for downgrade initiated
on June 23, 2008 upon the joint announcement by Republic and
Allied Waste Industries, Inc. of their plans to merge on or before
December 31, 2008 in a stock-for-stock transaction.

"The conclusion with an investment grade rating reflects Moody's
belief that the combined company will have a strong foundation to
sustain free cash flows at levels that will support de-levering
the capital structure, even if faced in 2009 with sustained weak
economic conditions," said Moody's Analyst, Jonathan Root.  Allied
and its subsidiaries will become wholly-owned subsidiaries of
Republic upon closing of the merger, which Moody's anticipates
will occur before month's end.  Moody's understands that Republic,
Allied and substantially all of their respective subsidiaries will
provide guarantees of certain indebtedness of the other.

Concurrently, Moody's upgraded the ratings on Allied's senior note
and bond obligations; senior secured to Baa3 from B1, senior
unsecured to Baa3 from B2.  The upgrade of the senior secured
notes rating to Baa3 reflects that these notes will become
unsecured obligations upon the closing of the merger.  The upgrade
of the senior unsecured IRB obligations of Allied reflects Moody's
expectation that these instruments will benefit from the same
guarantee package that will be provided to the company's senior
unsecured notes.  Moody's will withdraw the B1 corporate family
and probability of default ratings, the Ba3 senior secured rating
on the bank credit facility (which will be paid off) and the SGL-1
speculative grade liquidity rating upon the merger's closing.
Moody's also upgraded the Allied' convertible subordinated notes
rating to Ba3 from B3.  Moody's expects that this issue will not
be guaranteed by Republic or its subsidiaries.

"The Baa3 senior unsecured rating reflects the significant scale,
robust operating margins and strong market position of the
combined operations," said Root.  These factors offset the
pressure on Republic's credit profile from the significant
weakening of pro forma credit metrics at Sept. 30, 2008, such as
EBIT to Cash Interest of 3.2 times, CFO to Debt of 18.7% and Debt
to EBITDA of 3.2 times.  These levels of metrics can be indicative
of speculative grade issuers and pass the respective thresholds
for a ratings downgrade that Moody's outlined in its December 2007
credit opinion of Republic.  Moody's expects Republic to maintain
its focus of increasing returns on invested capital, which should
support margins and operating cash flows.  Moody's also expects
all of the proceeds from required divestitures to be applied to
debt reduction within the first 12 months of the merger.

Republic's stated commitment to suspend share purchases and to
apply free cash flow to debt reduction should help it restore its
credit metrics to investment grade levels within 12 to 24 months
of the merger.  The sizeable variable cost component, largely
uncommitted nature of capital expenditures and good liquidity
provide adequate flexibility to maintain positive free cash flow
during cyclical troughs in the U.S. economy and support the Baa3
rating.

The stable outlook reflects Moody's expectation that Republic will
maintain the ability to secure price increases that help offset
the combination of inflation and cyclical pressure on waste
volumes. Moody's also expects the solid waste issuers to continue
their si milar focus on maximizing return on invested capital,
which should prevent aggressive pricing practices that would be
detrimental to the sector's current strong operating margin
profile. These factors should allow Republic to achieve its long-
term de-levering plans.

Moody's anticipates little upward pressure on the Baa3 rating
until credit metrics strengthen relative to the Sept. 30, 2008 pro
forma levels.  EBIT to Cash Interest that approaches 4.5 times,
Debt to EBITDA below 2.5 times or Retained Cash Flow to Net Debt
that exceeds 24% could result in an upgrade of the ratings. The
ratings could face downward pressure if free cash flow falls short
of projected levels such that the stated plans to de-lever would
not be achieved in the timeframe outlined in the merger model.
Any change to financial policies that reduces the projected amount
of annual debt repayment, which would delay the restoration of key
credit metrics relative to the pace indicated in the merger model
could pressure the Baa3 investment grade rating.  Downwards
pressure on the Baa3 rating could result if EBIT to Cash Interest
remains below 3.5 times, if Debt to EBITDA remains above 3.0 times
or Retained Cash Flow to Net Debt falls below 20%.

The last rating action was on June 23, 2008 when the ratings of
Republic were placed on review for possible downgrade and the
ratings of Allied were placed on review for possible upgrade.

Downgrades:

Issuer: California Pollution Control Financing Auth.

  -- Senior Unsecured Revenue Bonds, Downgraded to Baa3 from Baa1

Issuer: California Statewide Communities Dev. Auth.

  -- Senior Unsecured Revenue Bonds, Downgraded to Baa3 from Baa1

Issuer: Director of NV. Dept. of Business & Industry

  -- Senior Unsecured Revenue Bonds, Downgraded to Baa3 from Baa1

Issuer: Republic Services, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3
     from Baa1

Upgrades:

Issuer: Allied Waste Industries, Inc.

  -- Senior Subordinated Conv./Exch. Bond/Debenture, Upgraded to
     Ba3 from B3

Issuer: Allied Waste North America, Inc.

  -- Senior Secured Regular Bond/Debenture, Upgraded to Baa3 from
     B1

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3
     from B2

Issuer: Browning-Ferris Industries, LLC

  -- Senior Secured Regular Bond/Debenture, Upgraded to Baa3 from
     B1

Issuer: California Pollution Control Financing Auth.

  -- Revenue Bonds, Upgraded to Baa3 from B2
  -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from B2

Issuer: Carbon (County of) UT

  -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from B2

Issuer: Henrico County Industrial Dev. Auth., VA

  -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from B2

Issuer: Mission Economic Development Corp., Tx

  -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from B2

Issuer: New Morgan Industrial Development Auth. (PA)

  -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from B2

Outlook Actions:

Issuer: Allied Waste Industries, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Allied Waste North America, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Browning-Ferris Industries, LLC

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Republic Services, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Withdrawals of LGD Assessments:

Issuer: Allied Waste Industries, Inc.

  -- Senior Subordinated Conv./Exch. Bond/Debenture, Withdrawn,
     previously rated LGD5, 87%

Issuer: Allied Waste North America, Inc.

  -- Senior Secured Regular Bond/Debenture, Withdrawn, previously
     rated LGD4, 56%

  -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
     previously rated LGD4, 69%

Issuer: Browning-Ferris Industries, LLC

  -- Senior Secured Regular Bond/Debenture, Withdrawn, previously
     rated LGD4, 56%

Issuer: California Pollution Control Financing Auth.

  -- Revenue Bonds, Withdrawn, previously rated LGD4, 69%

  -- Senior Unsecured Revenue Bonds, Withdrawn, previously rated
     LGD4, 69%

Issuer: Carbon (County of) UT

  -- Senior Unsecured Revenue Bonds, Withdrawn, previously rated
     LGD4, 69%

Issuer: Henrico County Industrial Dev. Auth., VA

  -- Senior Unsecured Revenue Bonds, Withdrawn, previously rated
     LGD4, 69%

Issuer: Mission Economic Development Corp., Tx

  -- Senior Unsecured Revenue Bonds, Withdrawn, previously rated
     LGD4, 69%

Issuer: New Morgan Industrial Development Auth. (PA)

  -- Senior Unsecured Revenue Bonds, Withdrawn, previously rated
     LGD4, 69%

Republic Services, Inc., based in Fort Lauderdale, Florida, is a
leading provider of solid waste collection, transfer and disposal
services in the United States.  Republic plans to move its
headquarters to Phoenix, Arizona post closing of the merger.

Allied Waste Industries, Inc., based in Phoenix, Arizona is the
second largest provider of comprehensive waste management services
in the United States.


ALLIED WASTE: S&P Raises Corp. Credit Rating to 'BBB' From 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it removed its
ratings on Republic Services Inc. from CreditWatch, where they
were placed on June 16, 2008.  S&P lowered the corporate credit
rating on Republic by one notch to 'BBB' from 'BBB+' and lowered
the ratings on the senior unsecured debt and short-term
obligations to 'BBB' and 'A-3', respectively, from 'BBB+' and
'A-2'.

S&P also raised the corporate credit rating on Allied Waste
Industries Inc. to 'BBB' from 'BB'.  In addition, S&P raised the
issue ratings on Allied Waste North America Inc.'s senior debt to
'BBB' from 'BB' and 'B+' and raised the ratings on Allied Waste
Industries' subordinated debt to 'BBB-' from 'B+'.  S&P also
removed these ratings from CreditWatch, where they were placed on
June 16, 2008.

The outlook on Republic and Allied is negative.

"The downgrade on Republic and negative outlook on both companies
reflect S&P's view that Republic's financial risk profile--marked
by higher debt leverage--will deteriorate after its impending
acquisition of Allied Waste, more than offsetting the benefits to
Republic's business risk profile," said Standard & Poor's credit
analyst James Siahaan.

The ratings actions anticipate the imminent closing of Republic's
acquisition of solid waste services competitor Allied Waste in a
stock transaction valued at roughly $11 billion including assumed
Allied debt, following the receipt of the necessary antitrust
regulatory approval from the U.S. Department of Justice.

The negative rating actions reflect increased leverage and a more
aggressive financial risk profile in the near term following the
combination.  Moreover, the challenges of integrating Allied's
vast operations introduce additional elements of complexity and
risk.  Compounding matters is the current weakness in the economic
environment, which has pressured collection volumes, and, if
sustained, could further undermine the typically recession-
resistant solid waste industry and its participants.

The merger between Republic and Allied results in the creation of
the second largest solid waste management company in the U.S.,
with the combined entity generating annual revenues of about $9.3
billion, serving more than 13 million customers in 40 states and
Puerto Rico.  The newly combined entity will be named Republic
Services Inc. and will relocate its headquarters to Phoenix,
Arizona from Fort Lauderdale, Florida.

The new Republic will benefit from a strong investment-grade
business profile, marked by its significant scale of operations, a
high level of integration of services in the industry, and
improved geographic, end market, and customer diversity.  These
factors solidify the company's business profile near the top of
the U.S. waste services industry.

The negative business risk factors associated with the acquisition
are the somewhat low return on capital of roughly 13% for the
combined company--compared with Republic Services' 16% in recent
years--and the risks associated with the integration, given the
large size of the acquisition.  Despite the similarity of the
businesses and the many months and man-hours of coordination that
Republic and Allied have already invested, business risk concerns
include the integration of information systems, execution of the
plan to realize the expected synergies (stated at approximately
$150 million on a pretax basis annually), and retention of key
personnel.

S&P expects that Republic will be able to maintain its rating
during this current period of economic weakness, but failure to
achieve a steady trend of improvement to key measures of credit
quality could result in a modest downgrade.  Factors that could
prompt a downgrade include greater than expected deterioration in
business conditions or the development of unforeseen integration
challenges prior to the realization of Republic's debt reduction
plan. If the company realizes its business plan and makes
sufficient progress
related to debt reduction within the next year, and S&P expects
that business conditions could improve in 2010 and beyond, S&P
could reassess the outlook for a revision to stable.


ALLIED WASTE: Signs Deal With Republic on Unit Guaranties
---------------------------------------------------------
Allied Waste Industries, Inc., entered into a Letter Agreement
with Republic Services, Inc., in furtherance of their obligations
under the Agreement and Plan of Merger, dated as of June 22, 2008,
as amended July 31, 2008, among Republic, RS Merger Wedge, Inc., a
subsidiary of Republic, and Allied, to use reasonable efforts to
ensure that the ratings condition of the Merger Agreement is
satisfied.

In the Letter Agreement, Republic and Allied agreed to provide,
and to cause substantially all of their respective subsidiaries to
provide, guaranties of certain indebtedness to the extent any of
the parties were not already obligors thereon.  These guaranties
will not become effective, in the case of any Republic and
Republic subsidiary guaranties, until the effective date of the
merger, and, in the case of any Allied and Allied subsidiary
guaranties, until the day after the effective date of the merger.
These guaranties will otherwise, subject to certain provisions of
the Merger Agreement, be in form and substance reasonably
acceptable to Republic and Allied.  Any release of Republic under
any guaranty obligation will be limited to circumstances
pertaining to the termination, satisfaction, discharge or
defeasance of the applicable indebtedness which is the subject of
such guaranty obligation.

The Letter Agreement does not extend to those subsidiaries of
Republic and Allied that are not required by the terms of
Republic's $1.0 billion and $1.75 billion credit facilities to
guaranty, and which do not guaranty, the credit facilities.  The
obligations of the Letter Agreement will terminate in the event
the Merger Agreement terminates or expires in accordance with its
terms.

A full-text copy of the letter is available for free at
http://ResearchArchives.com/t/s?35b6

On Nov. 26, 2008, Edward A. Evans, executive vice president and
chief personnel officer of Allied, disclosed in a regulatory
filing that he will not continue serving Allied after the
completion of its merger with Republic.

                   About Republic Services, Inc.

Republic Services, Inc. provides environmental services including
solid waste collection, transfer and disposal services in the
United States.  The company's operating units are focused on
providing solid waste services for commercial, industrial,
municipal and residential customers.

                        About Allied Waste

Based in Phoenix, Arizona, Allied Waste Industries Inc. (NYSE: AW)
-- http://www.alliedwaste.com/and http://www.disposal.com/--
provides waste collection, transfer, recycling and disposal
services to millions of residential, commercial and industrial
customers in over 100 major markets spanning 38 states and Puerto
Rico.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $13.9 billion, total liabilities of $9.7 billion and
stockholders' equity of $4.2 billion.  The company's consolidated
balance sheet at Sept. 30, 2008, also showed strained liquidity
with $1.1 billion in total current assets available to pay $1.8
billion in total current liabilities.

                          *     *     *

Allied Waste carries Fitch Ratings' CCC+/RR6 rating, placed in
June 2008, on its $230,000,000 of notes with coupon rate of 4.25%
and due to mature April l5, 2034.  Allied Waste carries an issuer
default rating at 'B+', on watch positive, also issued June 23,
2008 by Fitch.


ALLIED WASTE: September 30 Balance Sheet Shows Strained Liquidity
-----------------------------------------------------------------
Allied Waste Industries Inc. reported financial results for three
and nine months ended Sept. 30, 2008.  Net income for three months
ended Sept. 30, 2008, was $112.5 million compared with net income
of $27.2 million for the same period in the previous year.  For
the nine-month period, the company reported net income of $296.5
million compared with net income $158.3 million for the same
period in the previous year.

The company's consolidated balance sheet at Sept. 30, 2008, also
showed strained liquidity with $1.1 billion in total current
assets available to pay $1.8 billion in total current liabilities.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $13.9 billion, total liabilities of $9.7 billion and
stockholders' equity of $4.2 billion

                  Liquidity and Capital Resources

The company capital structure consists of 60% debt and 40% equity
at Sept. 30, 2008.  The majority of the company debt was incurred
to acquire solid waste companies between 1990 and 2000.

The company has no significant debt maturities until November
2010, except an accounts receivable securitization program that
allows the company to borrow up to $400 million on a revolving
basis under a loan agreement and a 364-day liquidity facility
secured by receivables.  If the company is unable to renew the
liquidity facility when it matures on May 29, 2009, the company
intends to refinance any amounts outstanding with a portion of the
company 2005 Revolver or with other long-term borrowings.  The
company may continue to seek opportunities to diversify the
company funding sources and extend the company maturities with
actions that are economically beneficial.

At Sept. 30, 2008, the company has no borrowings outstanding and
$454.7 million in letters of credit drawn on the 2005 Revolver,
leaving approximately $1.1 billion of available capacity.  Both
the $25 million Incremental Revolving Letter of Credit Facility
and $480 million Institutional Letter of Credit Facility were
fully utilized at Sept. 30, 2008.

Cash flow from operations for the nine months ended September 30,
2008 decreased $203.2 million or 27% when compared with the same
period in 2007.  The decrease was due to a $196 million payment
related to an IRS matter made during the first quarter 2008.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?35ba

                        About Allied Waste

Based in Phoenix, Arizona, Allied Waste Industries Inc. (NYSE: AW)
-- http://www.alliedwaste.com/and http://www.disposal.com/--
provides waste collection, transfer, recycling and disposal
services to millions of residential, commercial and industrial
customers in over 100 major markets spanning 38 states and Puerto
Rico.

                           *     *     *

Allied Waste carries Fitch Ratings' CCC+/RR6 rating, placed in
June 2008, on its $230,000,000 of notes with coupon rate of 4.25%
and due to mature April l5, 2034.  Allied Waste carries an issuer
default rating at 'B+', on watch positive, also issued June 23,
2008 by Fitch.


AMERICAN HOME: Court Approves Amended Disclosure Statement
----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware approved the Second Amended Disclosure
Statement explaining American Home Mortgage & Investment Corp.'s
and its debtor-affiliates' Second Amended Chapter 11 Plan
of Liquidation on November 30, 2008.

The Court found that the Disclosure Statement contains adequate
information, as defined under Section 1125 of the Bankruptcy
Code, to enable creditors to make an informed decision on whether
to vote to accept or reject the Plan.

Judge Sontchi directed the Debtors to mail by December 8, 2008,
to holders of claims entitled to vote on the Plan a solicitation
package containing, among other things, the Plan, a notice of the
confirmation hearing and a letter from the Official Committee of
Unsecured Creditors supporting the Plan.  Counterparties to
executory contracts that are deemed rejected will also be given
copies of the Confirmation Hearing Notice, the Disclosure
Statement and the Plan.

The Debtors are not required to transmit a solicitation package
to non-voting parties.  However, those parties will be given a
non-voting creditor notice within 15 days after the approval of
the Disclosure Statement.  A publication notice will also be
published in the Wall Street Journal.

The Court fixes November 25, 2009, as the record date for the
purposes of determining the creditors and interest holders
entitled to receive the Solicitation Package or the Non-Voting
Creditor Notice and to vote on the Plan.

The voting deadline has been set for January 14, 2009, at 4:00
p.m, prevailing Eastern Time, unless extended by the Debtors.

The amount of the claim of a creditor, or the number of any
interests held by an interest holder, will be determined pursuant
to certain guidelines, the Court ruled.

The Debtors may object to any claim solely for Plan voting
purposes by filing a determination request no later than 12 days,
with responses due three days, prior to the Confirmation Hearing.
Early Pay Default/Breach Claims will be temporarily allowed,
solely for voting purposes, and not for the allowance of, or
distribution on account of, any EPD/Breach Claim.

Judge Sontchi will convene a hearing on January 28, 2009, at
10:00 a.m. to consider confirmation of the Plan.

Any objection, comment or response to confirmation of the Plan is
due no later than January 14, 2009.  Such objection must be in
writing.

Any party supporting the Plan will be afforded an opportunity to
file a response to any Plan confirmation objection prior to the
Confirmation Hearing.

A full-text copy of AHM's Disclosure Statement Order can be
obtained for free at:

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

                        About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
August 15, 2008.  (American Home Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service,Inc., http://bankrupt.com/newsstand/
or 215/945-7000 )


AMERICAN INTERNATIONAL: Execs. OK 4-Months Delay of Bonuses
-----------------------------------------------------------
American International Group, Inc., disclosed in a regulatory
filing with the Securities and Exchange Commission that its
executive officers who participated in its retention program,
including chief financial officer David Herzog and executive vice
president Jay Wintrob volunteered to delay payments.

As reported in the Troubled Company Reporter on Nov. 26, 2008,
AIG has frozen pay and scrapped bonuses for seven top leaders, and
will forgo pay raises for the next 50 highest-ranked executives
through 2009.

The first installment will be delayed from December 2008 until
April 2009 and the second installment will be delayed from
December 2009 until April 2010.  Chairman and chief executive
officer Edward M. Liddy does not participate in this program.

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 INT'L: Pays $5BB for ML III; NY Fed Lends $30BB for CDOs
-----------------------------------------------------------------
American International Group, Inc., said Dec. 2 that a financing
entity recently created by the Federal Reserve Bank of New York
(FRBNY) and designed to mitigate AIG's liquidity issues in
connection with its credit default swaps and similar derivative
instruments (CDS) written on multi-sector collateralized debt
obligations (CDOs) has been launched.  The new entity, which was
announced on November 10, is designed to purchase CDOs on which
AIG Financial Products Corp. (AIGFP) has written CDS contracts.
As of Dec. 2, the new entity has entered into agreements with
AIGFP's CDS counterparties to purchase approximately $53.5 billion
principal amount of CDOs.  AIG said that about $46.1 billion
principal amount of the CDOs have been purchased, and the
associated notional amount of CDS transactions have been
terminated in connection with the purchases.

AIG said it has provided $5 billion in equity funding, and the Fed
NY will provide up to approximately $30 billion in senior funding
to the financing entity, of which approximately $15.1 billion has
been funded to effect purchases of CDOs.  The entity will collect
cash flows from the assets it owns and pay a distribution to AIG
for its equity interest once principal and interest owing to the
FRBNY on the senior loan have been paid down in full.  Upon
payment in full of the FRBNY's senior loan and AIG's equity
interest, all remaining amounts received by the entity will be
paid 67 percent to the FRBNY and 33 percent to AIG.

                       Agreement with ML III

AIG, according to a filing with the Securities and Exchange
Commisssion, entered into a Master Investment and Credit Agreement
with the Federal Reserve Bank of New York, Maiden Lane III LLC,
and The Bank of New York Mellon, to establish financing
arrangements, through ML III, to fund the purchase of multi-sector
collateralized debt obligations underlying or related to credit
default swaps and similar derivative instruments ("CDs") written
by AIG Financial Products Corp. 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 in an aggregate amount up
to approximately $30.0 billion.  The Senior Loan bears interest at
one-month LIBOR plus 1.0% 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 3.0%.  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 percent to the NY Fed as contingent interest and 33.0% 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 the settlement, which AIG expects to
occur 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 this
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 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.

A full-text copy of the master investment and credit agreement is
available for free at http://ResearchArchives.com/t/s?35bb

AIGFP has entered into a Shortfall Agreement, dated Nov. 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.

A full-text copy of the Shortfall Agreement is available for free
at http://ResearchArchives.com/t/s?35bc

                Shareholder Questions Transactions

Maurice R. Greenberg has sent a letter to AIG Chairman and CEO
Edward Liddy in connection with the restructured government
funding for AIG announced on November 10, 2008 by the New York
Federal Reserve and the U.S. Treasury.  Mr. Greenberg raised these
questions:

   -- Regarding the Multi-sector CDS Financial Entity -

      * For the purchase of $70b of notional amount of CDS, where
        did the $35b of cash collateral come from?

      * Has the $70b of notional amount of CDS already been
        purchased and as part of that purchase, has the $35b of
        cash collateral already been paid out to those CDS
        counterparties?

      * What else was paid to those CDS counterparties?

      * Who are those counterparties?

   -- Regarding the RMBS Financial Entity -

      * How much of the $38b NY Fed Lending Facility has been
        drawn?

      * How much of that drawn amount has been paid over to
        securities lending counterparties?

      * Has that amount been paid to counterparties or has the
        cash been posted as collateral for the benefit of those
        counterparties?

      * How much remaining exposure does AIG have in the
        Securities Lending business above the amount drawn on the
        NY Fed Lending Facility?

"Please respond to these questions as soon as possible,"
Mr. Greenberg said.  "Investors in AIG securities need to know the
answers to these questions and U.S. taxpayers should know how
their tax dollars have been used."

Mr. Greenberg had also sent AIG's CEO a letter on Oct. 31 asking
that the Federal loan to AIG should be restructured.  He stated
that $85-billion Federal loan to AIG was effectively nationalizing
the company only for the benefit of unit AIG Financial Products
Corp.'s credit default counterparties, leaving out hundreds of
thousands of AIG employees and shareholders, and American
taxpayers.

Mr. Greenberg and his affiliated parties previously disclosed on
Dec. 2, 2008, that they may be deemed to beneficially own in the
aggregate 274,007,819 shares of AIG common stock, representing
approximately 10.19% of the 2,689,938,313 shares outstanding as of
October 31, 2008.

                 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 INTERNATIONAL: Sells $40BB in Preferred Stock to Treasury
------------------------------------------------------------------
American International Group, Inc., entered into a Securities
Purchase Agreement with the United States Department of the
Treasury pursuant to which, among other things, AIG would issue
and sell to the Treasury Department, and the Treasury Department
would purchase, as part of the Troubled Assets Relief Program,
for an aggregate purchase price of $40,000,000,000, (i) 4,000,000
shares of Series D Fixed Rate Cumulative Perpetual Preferred
Stock, par value $5.00 per share, of AIG and (ii) a warrant to
purchase up to 53,798,766 shares of common stock, par value $2.50
per share, of AIG.

After execution of the Purchase Agreement, on Nov. 25, 2008, AIG
and the Treasury Department completed the purchase and sale of the
Securities.

A full-text copy of the securities purchase agreement is available
for free at http://ResearchArchives.com/t/s?35be

                     Series D Preferred Stock

Dividends on the Series D Preferred Stock are payable, if, as and
when declared by the board of directors of AIG, on a cumulative
basis, out of assets legally available therefor, in cash, at the
rate per annum of 10% of the liquidation preference of $10,000 per
share.  The Series D Preferred Stock will rank senior to the
Common Stock.  Pursuant to the Purchase Agreement, AIG has agreed
to call a special meeting of stockholders to vote on a proposal to
amend AIG's Restated Certificate of Incorporation to allow the
Series D Preferred Stock to rank senior to the Series C Perpetual,
Convertible, Participating Preferred Stock, to be issued pursuant
to the Credit Agreement, dated Sept. 22, 2008, as amended from
time to time, and any other series of preferred stock issued by
AIG.  AIG will not be able to declare or pay any dividends on the
Common Stock or on any series of its preferred stock ranking pari
passu with, or junior to, the Series D Preferred Stock in any
quarter unless all accrued and unpaid dividends are paid on the
Series D Preferred Stock for all past dividend periods (including
the latest completed dividend period), subject to certain limited
exceptions.

AIG may redeem the Series D Preferred Stock at the Liquidation
Preference, plus accumulated but unpaid dividends, at any time
that the trust established for the benefit of the United States
Treasury pursuant to the Credit Agreement, or a successor entity,
beneficially owns less than 30% of AIG's voting securities and no
holder of the Series D Preferred Stock controls or has the
potential to control AIG.

Pursuant to the Purchase Agreement, for as long as the Treasury
Department owns any of the Series D Preferred Stock, AIG will be
subject to restrictions on its ability to repurchase capital
stock, and will be required to adopt and maintain policies
limiting corporate expenses, lobbying activities and executive
compensation.  As a condition to the closing of the Securities
sale, each of AIG's Senior Executive Officers and other senior
employees as required by the Purchase Agreement, (i) executed a
waiver voluntarily waiving any claim against the Treasury
Department or AIG for any changes to such Senior Executive
Officer's or senior employee's compensation or benefits that are
required to comply with the guidelines issued by the Treasury
Department under the TARP Program for Systemically Significant
Failing Institutions as issued on Oct. 14, 2008, and the Purchase
Agreement, and acknowledging that the Guidelines and the
compensation limits under the Purchase Agreement may require
modification of the compensation, bonus, incentive and other
benefit plans, arrangements and policies and agreements as they
relate to the period the Treasury Department holds any equity or
debt securities of AIG issued pursuant to the Purchase Agreement
or the Warrant; and (ii) entered into a letter agreement with AIG
amending the Benefit Plans with respect to such Senior Executive
Officer and senior employee as may be necessary, during the period
that the Treasury Department owns any debt or equity securities of
AIG issued pursuant to the Purchase Agreement or the Warrant, as
necessary to comply with the Guidelines and the Purchase
Agreement.

Holders of the Series D Preferred Stock will be entitled to vote
for the election of the greater of two additional members of AIG's
Board of Directors and a number of directors equal to 20% of the
total number of directors of AIG if dividends have not been
declared and paid for four or more dividend periods, whether or
not consecutive.

A full-text copy of Certificate of Designations of Series D fixed
Rate Cumulative Perpetual Preferred Stock is available for free at
http://ResearchArchives.com/t/s?35c0

                              Warrant

The Warrant will be exercisable for up to 53,798,766 shares of
Common Stock, representing 2% of AIG's Common Stock on Nov. 25,
2008, at an initial exercise price of $2.50 per share.  The
initial exercise price will be adjusted to the par value per share
of the Common Stock after any amendments to AIG's Restated
Certificate of Incorporation to reduce the par value per share of
the Common Stock.  The ultimate number of shares of Common Stock
to be issued under the terms of the Warrant and the exercise price
of the Warrant are also subject to certain customary anti-dilution
adjustments as set forth in the Warrant certificate, including
among others, upon the issuances, in certain circumstances, of
Common Stock or securities convertible into Common Stock.

The Warrant will have a term of 10 years and may be exercisable at
any time, in whole or in part.  The Warrant will not be subject to
any contractual restrictions on transfer other than such as are
necessary to ensure compliance with U.S. federal and state
securities laws.  The Treasury Department has agreed that it will
not exercise any voting rights with respect to the Common Stock
issued upon exercise of the Warrant.  AIG will be obligated, at
the request of the Treasury Department, to file a registration
statement with respect to the Warrant and the Common Stock for
which the Warrant can be exercised.  If the Series D Preferred
Stock issued in connection with the Warrant is redeemed in whole
or is transferred in whole to one or more third parties, AIG may
repurchase the Warrant then held by the Treasury Department at any
time thereafter for its fair market value so long as no holder of
the Warrant controls or has the potential to control AIG.  In
connection with the issuance of the Warrant, the number of shares
into which the Series C Preferred Stock will be convertible will
be reduced to 77.9% of the outstanding shares of Common Stock.

A full-text copy of the warrant to purchase common stock is
available for free at http://ResearchArchives.com/t/s?35bf

Pursuant to the Purchase Agreement, on Nov. 25, 2008, AIG issued
and sold 4,000,000 shares of its Series D Preferred Stock. The
holders of the Series D Preferred Stock will have preferential
dividend and liquidation rights over the holders of Common Stock,
and if the stockholder proposal to amend AIG's Restated
Certificate of Incorporation is approved, over the holders of the
Series C Preferred Stock.

                 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 INTERNATIONAL: Sells Banking Unit to Aabar for $254MM
--------------------------------------------------------------
American International Group Inc. has agreed to sell its
subsidiary AIG Private Bank Ltd. to Aabar Investments PJSC
(Aabar), an 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 or $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," H.E. Khadem Al Qubaisi, chairman of Aabar and
future designated chairman of the bank, said.  "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."

"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," Eduardo Leemann, CEO of AIG
Private Bank, said.  "This sends a clear message to our customers
that we will continue to be a trustworthy, reliable and competent
partner for them.  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 $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 INTERNATIONAL: Greenberg Entities Has 10.19% Stake
-----------------------------------------------------------
Maurice R. Greenberg, Edward E. Matthews, Starr International
Company, Inc., C. V. Starr & Co., Inc., Universal Foundation,
Inc., The Maurice R. and Corinne P. Greenberg Family Foundation,
Inc., Maurice R. and Corinne P. Greenberg Joint Tenancy Company,
LLC, and C. V. Starr & Co., Inc. Trust, disclosed in a Securities
and Exchange Commission filing on Dec. 2, 2008, that they may be
deemed to beneficially own in the aggregate 274,007,819 shares of
Common Stock, representing approximately 10.19% of American
International Group, Inc.'s common stock outstanding Common Stock
based on 2,689,938,313 shares outstanding as of October 31, 2008.

Greenberg, et al.'s 10.19% stake does not take into account the
aggregate number of shares of Common Stock required to be
delivered under the November 21, 2005, a variable pre-paid forward
sale contract  for up to 2,917,916 shares of Common Stock with
Citibank, N.A.  The number of shares will only be determined upon
the full settlement of the Citi Contract in accordance with its
terms.

On Oct. 30, Greenberg, et al., said they may be deemed to
beneficially own in the aggregate 278,430,935 shares of Common
Stock, representing approximately 10.36% of AIG's outstanding
Common Stock, based on 2,688,833,724 shares of Common Stock
outstanding as of July 31, 2008.

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: Moody's Gives 'Ca/LD' Probability Default Rating
----------------------------------------------------------------
Moody's Investors Service has changed American Media Operations,
Inc.'s Probability of Default rating to Ca/LD from Ca while
continuing its rating review for possible downgrade, following the
company's disclosure that it has entered into a forbearance
agreement with its debtholders to extend the payment date of
interest under its subordinated notes.  Moody's deems execution of
the forbearance agreement as tantamount to a default now that the
grace period as originally specified in the bond indenture
agreement governing the missed interest payment has expired and
the interest remains unpaid.

Details of the rating action are:

Rating downgraded:

  -- Probability of Default rating (PDR) - to Ca/LD from Ca

Ratings remaining under review:

  -- Corporate Family rating - currently Caa2

  -- Senior secured revolving credit facility due 2012 - currently
     B2, LGD2, 20%

  -- Senior secured term loan B due 2013 - currently B2, LGD2, 20%

  -- 8.875% senior subordinated global notes due 2011 - currently
     Caa3, LGD5, 76%

  -- 10.25% senior subordinated global notes due 2009 - currently
     Caa3, LGD5, 76%

The downgrade of the Probability of Default rating to Ca/LD
reflects Moody's view that the company's failure to make the
scheduled Nov. 1, 2008 coupon payment under its 10.25%
subordinated notes constitutes a limited payment default,
notwithstanding the terms of the forbearance agreement.  Moody's
expects to remove the "/LD" designation from American Media's PDR
shortly.

On Dec. 1, 2008, American Media entered into a forbearance
agreement with its lenders and debt holders whereby its failure to
pay the coupon on its 10.25% subordinated notes before Dec. 1,
2008 (the expiry date of the permitted 30-day grace period) would
not constitute an immediate event of default under the terms of
the notes.

On Nov. 21, 2008, American Media announced a third extension of
the expiry date of its tender offers and consent solicitations
which it had originally commenced on Aug. 26, 2008.  Since these
transactions have still not yet been concluded, the composition of
American Media's capital structure following the expiry date of
the tender offers remains highly uncertain, and as such all
ratings remain under review for possible downgrade.

The continuing rating review will assess the likelihood that
American Media will successfully conclude the current tender
offers and issuances of new securities, thereby averting the early
maturity provisions of the senior secured loan facilities.
According to the terms of American Media's 2006 loan agreement,
both the term loan and revolver will mature on Feb. 1, 2009
(earlier than their respective scheduled maturity dates of 2012
and 2013) unless the company refinances at least $389.5 million of
its 2009 Notes on or prior to February 1, 2009.

In addition, the review will focus on the company's ability to (i)
remain in compliance with its senior secured loan covenants (and
its currently maintenance-based bond indenture covenants), which
tighten notably for the period ending Dec. 31, 2008 (and that
ended September 30, 2008), (ii) revitalize its overall sales and
circulation count, (iii) maintain margins and (iv) improve
liquidity and leverage credit metrics in the face of soft market
spending on magazine advertising, secular declines in tabloid
print circulation and the intense competition which American Media
faces in the health and celebrity news publishing segments.
At the end of June 2008, American Media's bank-defined senior
secured leverage ratio stood at 3.48 times, only marginally within
its 3.5 times test level.  Moody's is concerned that the company
may be unable to remain in compliance with this test, which
tightens to 3.25 times for the period ended December 31, 2008 and
further tightens to 3.0 times for the period ending December 31,
2009.

The last recent rating action occurred on August 28, 2008, when
Moody's downgraded American Media's Probability of Default rating
to Ca from Caa2 and continued its review for possible further
ratings downgrades.

American Media's ratings were assigned by evaluating factors
Moody's believes are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
financial and operating 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 American Media's core industry
and American Media's ratings are believed to be comparable to
those of other issuers of similar credit risk.

Headquartered in Boca Raton, Florida, American Media Operations is
a leading publisher of consumer magazines. The company reported
sales of $488 million for the LTM period ended June 30, 2008.


ANIXTER INTERNATIONAL: Fitch Changes Rating Outlook to Negative
---------------------------------------------------------------
Fitch Ratings has revised the Ratings Outlook for Anixter
International Inc. and its wholly owned operating subsidiary,
Anixter Inc. to Negative and affirmed these ratings:

ANixter

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured debt at 'BB-'.

Anixter Inc.

  -- IDR at 'BB+';
  -- Senior unsecured notes at 'BB+';
  -- Senior unsecured bank credit facility at 'BB+'.

Fitch's 2009 outlook for the IT Distributor industry is negative
based on expectations that a reduction in global IT spending will
weaken operating profiles, and could potentially lead to weakened
credit profiles, particularly if combined with the realization of
event or execution risk.  Fitch expects IT hardware, including
semiconductors, to decline at a faster rate than overall IT
demand. Geographically, Fitch expects the U.S. and Western Europe
to decline greater than average, offset by relative strength in
emerging markets.  Both trends suggest that rated IT distributors,
based on their higher exposure to these market segments, will
experience a more pronounced business decline than the overall IT
market.  Sales declines will likely pressure operating
profitability and reduce financial flexibility.  While cash
generation from reductions in working capital is expected to be
substantial, flexibility for share buybacks and acquisitions will
be reduced under current ratings, given lower profitability, as
well as the expectation of future working capital requirements
upon resumption of growth.

The change in Ratings Outlook to Negative for Anixter reflects
these additional factors:

  -- Anixter has significant and unhedged exposure to copper
     prices as well as the value of the Canadian Dollar and Euro
     relative to the U.S. dollar, all of which boosted
     profitability and revenue growth (upwards of several hundred
     basis points) in recent years as values increased.  This
     trend has reversed dramatically in the December 2008 quarter
     and should have an adverse affect on revenue growth and
     profitability for the next several quarters.

  -- Liquidity, which was always lower than industry peers, has
     been reduced by short term borrowings for acquisitions in
     recent months.  Anixter ended the September 2008 quarter with
     approximately $355 million in total liquidity less
     approximately $60mm due for acquisitions closed in the
     current quarter.  Fitch expects liquidity to improve through
     reduced working capital requirements as revenue declines in
     2009.  However, Anixter has $370 million (face value) of
     convertible notes outstanding which are putable to the
     company in July 2009 at roughly 46% of par which could
     further inhibit liquidity.

  -- Potential event risk heightened by depressed asset prices as
     Anixter has a long history of acquisitions and shareholder
     friendly actions.

A downgrade could occur if the economic decline is more
significant and prolonged than currently anticipated leading to
expectations for reduced profitability over an extended period.
Additionally, negative rating actions could occur if Anixter
aggressively pursues acquisitions or shareholder friendly actions
financed by existing cash, debt issuance or free cash flow
generated from reduced working capital requirements.

Anixter's ratings are supported by:

  -- Strong diversification of products, suppliers, customers and
     geographic penetration adds stability to the financial
     profile by reducing operating volatility;

  -- Anixter has established itself as a market leader in niche
     distribution markets, which has resulted in above average
     margins for a distributor.

Fitch believes Anixter's liquidity was adequate and consisted of
these as of Sept. 30, 2008: i) approximately $55 million of cash
and cash equivalents; ii) $450 million five-year revolving credit
agreement maturing April 2012, of which, $220 million was
available; iii) various other committed and uncommitted credit
facilities totaling approximately $85 million with approximately
$20 million available; and iv) $255 million on-balance-sheet
accounts receivable securitization program expiring September
2009, of which, approximately $60 million was available.

Total debt as of Sept. 30, 2008 was $1.2 billion and consisted
primarily of these: i) $210 million outstanding under the
$450 million revolving credit facility; ii) $200 million in 5.95%
senior unsecured notes due February 2015; iii) $166 million
($370 million face value) in 3.25% zero-coupon unsecured notes due
July 2033 but which are putable in July 2009; iv) $300 million in
1% convertible unsecured notes due February 2013; and v)
approximately $195 million outstanding under Anixter's
$255 million accounts receivable securitization program. Fitch
estimates Anixter's leverage (total debt/total operating EBITDA)
at 2.5 times (x) as of September 2008 (3.2x when adjusted for
operating leases), which Fitch expects to increase due to
declining EBITDA in 2009.

The 3.25% zero coupon notes and the 1% convertible notes are
issued by Anixter International and are structurally subordinated
to the remaining debt which is issued by Anixter Inc. Anixter Inc.
is the operating company under the parent company of Anixter
International.


AVIS BUDGET: Lays Off 7% of Work force & Freezes Management Pay
---------------------------------------------------------------
Dow Jones Newswires reports that Avis Budget Group Inc. has laid
off about 7%, or 2,200 of its work force and has frozen management
salaries.

According to Dow Jones, Avis Budget is seeking to cut its yearly
costs by up to $200 million by the middle of next year.

On Dec. 4, Avis Budget Group provided details of the progress the
company has achieved to date from the cost reduction initiatives
disclosed on Nov. 6, 2008.

"Since unveiling our five-point plan, we have taken immediate
action and remain on track to lower our cost base by approximately
$150-$200 million annually by the middle of 2009, which is in
addition to the $50 million in annual savings initiated in the
third quarter," said Avis Budget CEO Ronald L. Nelson.  "While
these are difficult steps to take, we are committed to ensuring
that we adjust our business in response to the economic conditions
in which we are currently operating."

Actions taken over the past weeks against the five-point plan
include:

     -- adjusting the size and composition of its planned fleet
        and eliminating more than 2,200 positions across all
        areas of its business.  The company first offered most
        employees the option to volunteer for employment
        termination in return for an enhanced severance package.
        With the number of volunteers falling short of the staff
        reductions necessary, the company has effected the
        required number of involuntary staff reductions;

     -- revising or terminating certain unprofitable customer
        relationships, and to close underperforming off-airport
        locations;

     -- increasing in retail car rental rates of $3.00 per day
        and $20.00 per week, effective Dec. 1, 2008, applicable
        to all airport and selected off-airport rentals in the
        U.S. other than those covered by corporate account
        agreements or other special arrangements;

    -- consolidating procurement by appointing a corporate head
       of purchasing and has identified most of the addressable
       spend which it will focus on in 2009;

    -- closing its claims processing facility in Orlando, with
       claims processing to be consolidated within other Company
       offices or outsourced.  In addition, the Company's Wichita
       Falls, Texas, contact center will be closed, with customer
       calls to be handled by third-party service providers or by
       the company's Tulsa, Oklahoma, and Fredericton, New
       Brunswick contact centers.

Dow Jones reports that Mr. Nelson said that the company is
encouraging the Congress to provide billions of dollars to help
stabilize the U.S. auto industry.  The report quoted him as
saying, "We also believe that additional government action is
necessary to restore access to capital and liquidity and thereby
enable the car-rental industry to weather this difficult economic
period."

"We're pleased with our progress to date, which when combined with
the steps taken in the third quarter, will allow us to enter the
new year with more than $150 million of incremental cost reduction
flowing through our income statement.  Nevertheless, it is our
intention to continue our relentless focus on cost containment
even if and when economic conditions improve, so that we can
achieve our ultimate goal of restoring our margins to previous
levels," said Mr. Nelson.

The company also noted that, along with other vehicle rental
industry competitors, it is encouraging the federal government to
take steps to bolster liquidity in those financing markets that
support the purchase of vehicles, both by the rental industry and
other fleet purchasers as well as by dealers.

"We are urging Washington to help stabilize the automotive
industry.  The current situation puts the livelihood of millions
of Americans at risk and directly impacts the car rental industry,
which purchases approximately $30 billion of vehicles each year,
or about 15 percent of total U.S. production," Mr. Nelson said.
"We also believe that additional government action is necessary to
restore access to capital and liquidity and thereby enable the car
rental industry to weather this difficult economic period without
necessitating fleet reductions that could impact the industry's
ability to meet the demand for rental vehicles.  This would also
help to minimize the potential need for the company to pursue
additional staff reductions."

                About Avis Budget Group, Inc.

Avis Budget Group (NYSE: CAR) -- www.avisbudgetgroup.com --is a
leading provider of vehicle rental services, with operations in
more than 70 countries. Through its Avis and Budget brands, the
company is the largest general-use vehicle rental company in each
of North America, Australia, New Zealand and certain other regions
based on published airport statistics.  Avis Budget Group is
headquartered in Parsippany, N.J. and has more than 28,000
employees.

Dow Jones Newswires says that Standard & Poor's Ratings Service
and Fitch Ratings both downgraded Avis Budget's credit rating to
junk in October 2008, citing long-lasting weakness in the auto
industry and refinancing concerns.


ARCADIA RESOURCES: Vicis Capital Hikes Stake to 13.7%
-----------------------------------------------------
Vicis Capital LLC disclosed in a regulatory filing with the
Securities and Exchange Commission that it owns 18,496,972 or
13.7% shares of Arcadia Resources Inc.'s common stock after Vicis
Capital Master Fund acquired an additional 4,898,779 shares of the
company's common stock on Oct. 23, 2008.

In a separate filing, Thomas McAuley, chief investment officer of
North Sound Capital LLC, disclosed that North Sound holds no stake
in the company.

As of Oct. 28, 2008, 136,817,000 shares of common stock, $0.001
par value, of the company were outstanding.

Headquartered in Indianapolis, Arcadia Resources Inc. (AMEX: KAD)
-- http://www.arcadiaresourcesinc.com/-- is a healthcare company
that provides healthcare, medical equipment, prescription drugs,
and medical, professional and diversified staffing.

                          *     *     *

In BDO Seidman, LLP's audit report for the company's fiscal 2007
year-end financial statements, the auditing firm expressed
substantial doubt about the company's ability to continue as a
going concern, pointing to the company's recurring losses.

In the company's audit report for the fiscal 2008 year-end
financial statements, however, BDO Seidman, LLP, issued an
unqualified audit opinion,  removing the going concern issue
included in last year's audit.

The foregoing notwithstanding, and in view of the fact that the
company continues to incur losses, the Troubled Company Reporter
will continue to cover Arcadia Resources Inc. until the time that
the company has shown verifiable proof that they have reversed
this trend.


ARCADIA RESOURCES: Directors Exercise Options to Buy Shares
-----------------------------------------------------------
Peter Anthony Brusca, Arcadia Resources Inc.'s director, disclosed
in a Form 4 filing with the Securities and Exchange Commission
that he may be deemed to directly own 210,289 shares of the
company's common stock after executing his right to buy 96,154
shares of common stock at a Nov. 5 deal.

Daniel Eisenstadt, a director of the company, also disclosed
holding 101,258 shares of the company's common stock through
CMS/KRG/Greenbriar Partners, L.P's right to buy 48,461 shares.

He added that also owns 67,507 shares of the company's common
stock throught CMS Platinum Fund, L.P., after availing of its
stock option on 32,308 shares of common stock.

In a separate filing, Russell T. Lund III, a director of the
company disclosed holding 142,241 shares of the company's common
stock after exercising his right to buy 63,846 shares of common
stock in a Nov. 5 transaction.

Joseph Mauriello, Arcadia's director, also disclosed directly
owning 203,825 shares of common stock after the November 5
purchase of 96,154 shares of common stock.

John T. Thorton, the company's director, reported in a separate
regulatory filing that he may be deemed to beneficially own
330,072 shares of the company's common stock after acquiring
103,846 shares of common stock through a stock option.

As of Oct. 28, 2008, 136,817,000 shares of common stock, $0.001
par value, of the company were outstanding.

                     About Arcadia Resources

Headquartered in Indianapolis, Arcadia Resources Inc. (AMEX: KAD)
-- http://www.arcadiaresourcesinc.com/-- is a healthcare company
that provides healthcare, medical equipment, prescription drugs,
and medical, professional and diversified staffing.

                          *     *     *

In BDO Seidman, LLP's audit report for the company's fiscal 2007
year-end financial statements, the auditing firm expressed
substantial doubt about the company's ability to continue as a
going concern, pointing to the company's recurring losses.

In the company's audit report for the fiscal 2008 year-end
financial statements, however, BDO Seidman, LLP, issued an
unqualified audit opinion,  removing the going concern issue
included in last year's audit.

The foregoing notwithstanding, and in view of the fact that the
company continues to incur losses, the Troubled Company Reporter
will continue to cover Arcadia Resources Inc. until the time that
the company has shown verifiable proof that they have reversed
this trend.


ARTES MEDICAL: Sept. 30 Balance Sheet Upside Down by $9.2 Million
-----------------------------------------------------------------
Artes Medical Inc.'s balance sheet as of Sept. 30, 2008, showed
total assets of $21,850,000 and total liabilities of $30,706,000,
resulting in total stockholders' deficit of $9,227,000.

               Third Quarter Ended Sept. 30, 2008

Product Sales

Artes Medical's product sales for the third quarter of 2008
increased by $1.1 million or 85% to $2.3 million from the third
quarter of 2007.  The increase resulted from the planned expansion
of the company's field sales force to 42 sales representatives in
March of 2008, increased consumer marketing activities and
promotional programs, a continued increase in the number of
Artefill trained physicians, and launch of Elevess, the company's
new FDA-approved temporary dermal filler manufactured by Anika.
The company's increase in product sales during the third quarter
of 2008 was offset by a decrease in license fee revenue of
$5.5 million in the third quarter of 2007 which represented a one-
time payment from a licensee.

Cost of Product Sales

Artes Medical's cost of product sales as a percentage of the
company's net sales was 104% during the third quarter of 2008
compared to 246% during the third quarter of 2007.  This resulted
in a negative gross profit on product sales for the third quarter
of 2008 of ($82) thousand compared to a negative ($1.8) million
for the third quarter of 2007.  The higher gross profit on product
sales is a direct result of the increase in the company's product
sales during the second quarter of 2008 and the fact that a
significant portion of the company's manufacturing costs are
fixed.

Selling and Marketing

Artes Medical's selling and marketing expenses increased by
$1.5 million or 53% to $4.3 million during the third quarter of
2008 as compared to the third quarter of 2007.  The increase is
due to a concerted effort to increase selling and marketing
efforts through a combination of an increase in the number of
field sales representatives and an increase in the amount consumer
advertising and promotional programs, as well as costs in
connection with the launch of Elevess.  The company's selling and
marketing expenses as a percentage of the company's net product
sales were 192% and 233% during the third quarter of 2008 and
2007, respectively.

General and Administrative

Artes Medical's general and administrative expenses during the
third quarter of 2008 decreased by $79 thousand or 3% to
$2.9 million as compared to the third quarter of 2007.  The
decrease is primarily due a reduction in personnel and related
salaries.  The company's general and administrative expenses as a
percentage of the company's net product sales were 130% and 248%
during the third quarter of 2008 and 2007, respectively.

Research and Development

Artes Medical's research and development expenses increased by
$1.5 million or 100% to $3.1 million during the third quarter of
2008 as compared to the third quarter of 2007.  The increase is
due primarily to increased expenses related to the initiation of a
five year post-marketing safety study, initiation of a skin test
removal study and product development activities.  As of Sept. 30,
approximately 1,000 patients were enrolled in the five-year post
marketing study and approximately 500 patients were enrolled in
the skin test removal study.  These studies were essentially fully
enrolled at Sept. 30, 2008.  The company's research and
development expenses as a percentage of the company's net product
sales were 137% and 126% during the third quarter of 2008 and
2007, respectively.  In August 2008, the company decided to
outsource the company's research and development activities, and
as a result of this decision, and completion of enrollment in the
five year post-marketing safety study and the skin test removal
study, Research and Development expenses are expected to decrease
during coming quarters.

Net Interest

Artes Medical's net interest expense increased by $1.0 million to
$1.0 million during the third quarter of 2008 as compared to the
third quarter of 2007.  The increase is due to interest expense
incurred under the new financing agreements with CHRP and lower
interest income earned on the company's cash balances.
Other income, net the company's other income increased by
$0.2 million to $0.2 million during the third quarter of 2008 as
compared to the third quarter of 2007.  The increase is due to an
insurance settlement for product damaged in transit.

                Nine Months Ended Sept. 30, 2008

Revenues

Artes Medical's product sales for the nine months ended Sept. 30,
2008, increased by $2.4 million or 50% to $7.1 million from the
nine months ended Sept. 30, 2007.  The increase resulted from the
planned expansion of the company's field sales force to 42 sales
representatives in March 2008, increased consumer marketing
activities and promotional programs, a continued increase in the
number of Artefill trained physicians and launch of Elevess, the
company's new FDA-approved temporary dermal filler manufactured by
Anika.  The company's increase in product sales during the nine
months ended Sept. 30, 2008, was partially offset by a decrease in
license fee revenue of $6.2 million for non-recurring payments
from a licensee.

Cost of Product Sales

Artes Medical's cost of product sales as a percentage of the
company's net sales was 104% during the nine months ended
Sept. 30, 2008, compared to 146% during the nine months ended
Sept. 30, 2007.  This resulted in a negative gross profit on
product sales for the nine months ended Sept. 30, 2008, of
($0.3) million compared to ($2.2) million for the nine months
ended Sept. 30, 2007.  The higher gross profit is primarily due to
the increase in the company's product sales during the nine months
ended Sept. 30, 2008, and the fact that a significant portion of
the company's manufacturing costs are fixed.  During the first
quarter of 2008 the company expensed an excess capacity charge of
$1.1 million related to adjustments in the company's inventory
management process, which the company believes will allow us to be
both more responsive to market needs and maximize the shelf life
of product shipped to the company's customers.

Selling and Marketing

Artes Medical's selling and marketing expenses increased by
$6.4 million or 78% to $14.7 million during the nine months ended
Sept. 30, 2008, as compared to the nine months ended Sept. 30,
2007.  The increase is due to a concerted effort to increase
selling and marketing efforts through a combination of an increase
in the number of field sales representatives and an increase in
the amount consumer advertising and promotional programs.  The
company's selling and marketing expenses as a percentage of the
company's product net sales were 207% and 175% during the nine
months ended Sept. 30, 2008 and 2007, respectively.

General and Administrative

Artes Medical's general and administrative expenses during the
nine months ended Sept. 30, 2008, increased by $1.0 million or 11%
to $10.5 million as compared to the nine months ended
Sept. 30, 2007.  The increase is primarily due to severance
expenses partially offset by a reduction in personnel and related
salaries.  The company's general and administrative expenses as a
percentage of the company's net sales were 148% and 202% during
the nine moths ended Sept. 30, 2008, and 2007, respectively.

Research and Development

Artes Medical's research and development expenses increased by
$4.2 million or 112% to $7.9 million during the nine months ended
Sept. 30, 2008, as compared to the nine months ended Sept. 30,
2007.  The increase is due primarily to increased expenses related
to the initiation of a five year post-marketing safety study,
initiation of a skin test removal study and product development
activities.  As of Sept. 30, approximately 1,000 patients were
enrolled in the five-year post marketing study and approximately
500 patients were enrolled in the skin test removal study.  These
studies were essentially fully enrolled at Sept. 30, 2008.  The
company's research and development expenses as a percentage of the
company's net product sales were 111% and 79% during the third
quarter of 2008 and 2007, respectively.  In August 2008, the
company decided to outsource the company's research and
development activities, and as a result of this decision, and
completion of enrollment in the five year post-marketing safety
study and the skin test removal study, Research and Development
expenses are expected to decrease during coming quarters.

Net Interest

Artes Medical's net interest expense increased by $2.8 million
during the nine months ended Sept. 30, 2008 as compared to the
nine months ended Sept. 30, 2007.  The increase is due to interest
expense incurred under the new financing agreements with CHRP and
lower interest income earned on the company's cash balances.

Other Net Income

Artes Medical's other income increased by $0.2 million to
$0.2 million during the nine months ended Sept. 30, 2008, as
compared to the nine months ended Sept. 30, 2007.  The increase is
due to an insurance settlement for product damaged product in
transit.

Liquidity and Capital Resources

Since the company's inception in 1999, the company have incurred
significant losses and have never been profitable.  Prior to the
commercial launch of ArteFill in the first quarter of 2007, the
company were a development stage company, and devoted
substantially all of the company's efforts to developing and
completing clinical trials for ArteFill, acquiring international
rights to certain intangible assets and know-how related to the
company's technology, and establishing the company's commercial
manufacturing capabilities.

Artes Medical has a history of recurring losses from operations,
and as of Sept. 30, 2008, had an accumulated deficit of
$141.7 million, cash and cash equivalents of $5.9 million and
working capital of $4.6 million.  The company have an immediate
need to raise additional funding to support the company's
operations.  These factors raise substantial doubt about the
company's ability to continue as a going concern.  The
accompanying condensed consolidated financial statements have been
prepared assuming that the company will continue as a going
concern.  This basis of accounting contemplates the recovery of
the company's assets and the satisfaction of liabilities in the
normal course of business and does not include any adjustments to
reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that might be necessary should the company be unable
to continue as a going concern.

Artes Medical's successful transition to achieving and maintaining
profitable operations is dependent upon a number of factors,
including the company's success in raising additional funds to
support the company's operations, achieving a level of revenues
adequate to support the company's cost structure, and the
company's ability to reduce and control the company's operating
expenses.  In April 2008, the company initiated a plan to
significantly reduce certain administrative and operating expenses
to realign the company's overall cost structure to the company's
revised operating plan for fiscal 2008.  As part of this cost
containment plan, the company had a reduction in force of
approximately 15%.  Additionally, in August 2008, the company
decided to outsource the company's research and development
activities, as part of the ongoing transition from a research and
development stage company to a sales and marketing based company.
In addition to the capital raised in September 2008 and February
2008, the company is seeking additional debt or equity financing
to support the company's operations.  There can be no assurances
that there will be adequate financing available to us on
acceptable terms or at all.  Further, the cost reduction measures
the company has taken may not be successful and the company's
actual revenues may not meet the company's expectations.  If the
company are unable to obtain additional financing, and achieve the
company's forecasted revenues during the remainder of 2008, the
company will need to begin curtailing or reorienting the company's
operations, which will have a material adverse effect on the
company's ability to achieve the company's business objectives.

Artes Medical believes that the company's cash and cash
equivalents at Sept. 30, 2008, together with the interest thereon,
proceeds from product sales, along with the company's recent and
planned future reduction of operating costs, will be sufficient to
meet the company's anticipated cash requirements through the end
of 2008.

Net cash used by operating activities was $26.3 million during the
nine months ended Sept. 30, 2008, compared to $21.6 million for
the nine months ended Sept. 30, 2007, an increase of
$4.7 million.  The increase in cash used was due primarily to the
company's expanded sales force and accelerated marketing
initiatives to commercialize and sell ArteFill, as well as costs
associated with the company's five-year post-marketing efficacy
study and costs associated with the company's 2008 reduction in
force.  Included in net cash used by operating activities are cash
disbursements of approximately $2.4 million in connection with the
company's five-year post-marketing efficacy study and the
company's skin test removal study for the nine months ended
Sept. 30, 2008, which the company expect to decrease in future
periods, and $1.2 million in non-recurring severance payments
associated with the company's 2008 reduction in force.

In September 2008, the company completed a private financing with
accredited investors raising approximately $2.4 million in gross
proceeds from a private placement of its common stock and related
warrants.

In January 2008, the company entered into a financing arrangement
with CHRP to raise $21.5 million, and up to an additional
$1 million in 2009 contingent upon the company's satisfaction of a
net product sales milestone in fiscal 2008.  The company is using
the proceeds to expand both the company's dedicated U.S. sales
force and consumer outreach programs.  The company used $8.6
million of the proceeds to payoff and terminate the company's
existing credit facility with Comerica Bank.  The financing closed
on Feb. 12, 2008, resulting in net proceeds of $12.3 million after
the payoff of the company's credit facility with Comerica Bank and
after certain transaction expenses.  Under the Revenue Agreement,
CHRP acquired the right to receive a revenue interest on the
company's U.S. net product sales from October 2007 through
December 2017.  The company is required to pay a revenue interest
on U.S. net product sales of ArteFill, any improvements to
ArteFill, any internally developed, in-licensed or purchased
dermal fillers products.

The revenue interest payable to CHRP on net product sales starts
as a high single digit rate and declines to a low single digit
rate following the company's satisfaction of an aggregate net
product sales threshold during the term.  In addition to the
revenue interest payments, the company is required to make two
lump sum payments of $7.5 million to CHRP, the first in January
2012 and the second in January 2013.  Once the cumulative revenue
interest and lump sum payments to CHRP reach a specified multiple
of the consideration paid by CHRP for the revenue interest, the
rate will automatically step down for the balance of the term.
The company has the right to prepay the revenue interest and lump
sum payments without penalty at any time to reach the step-down
rate early.

As part of the financing, the company also entered into a Note and
Warrant Agreement with CHRP pursuant to which the company issued
CHRP a 10% senior secured note in the principal amount of $6.5
million.  The note has a term of five years and bears interest at
10% per annum, payable monthly in arrears.  The company has the
option to prepay all or a portion of the note at a premium.

Interest Rate Risk

During 2007, the company's exposure to interest rate risk was
primarily the result of borrowings under the company's then
existing credit facility with Comerica Bank.  At Dec. 31, 2007,
$8.6 million was outstanding under the company's credit facility.
In February 2008, the company repaid the total amount due of
$8.6 million to Comerica Bank and terminated the credit facility,
in accordance to the company's financing arrangement with CHRP.
The primary objective of the company's cash management activities
is to preserve the company's capital for the purpose of funding
operations while at the same time maximizing the income the
company receives from the company's investments without
significantly increasing risk.  As of Sept. 30, 2008, the company
had cash and cash equivalents in a bank operating account that
provides daily liquidity and through an overnight sweep account
that is a money market mutual fund and invests primarily in money
market investments and corporate and U.S. government debt
securities.  Due to the liquidity of the company's cash and cash
equivalents, a 1% movement in market interest rates would not have
a material impact on the total value of the company's cash, cash
equivalents and investment securities.  The company does not have
any holdings of derivative financial or commodity instruments, or
any foreign currency denominated transactions.  Artes Medical will
continue to monitor changing economic conditions.  Based on
current circumstances, the company does not expect to incur a
substantial increase in costs or a material adverse effect on cash
flows as a result of changing interest rates.

                    Substantial Doubt

Artes Medical believes that its existing cash and cash
equivalents, together with the interest thereon, proceeds from
sales of ArteFill and Elevess, and the funds received from the
company's September 2008 and February 2008 financing, along with
the company's recent and planned future reduction of operating
costs, will be sufficient to meet the company's anticipated cash
requirements through the end of 2008.  The company's auditors from
Ernst & Young LLP have issued a going concern qualification in
their report accompanying the company's consolidated financial
statements for the year ended Dec. 31, 2007, expressing
substantial doubt about the company's ability to continue as a
going concern.

Artes Medical will need to raise significant additional capital to
support the company's planned operations.  Any future funding
transaction may require us to relinquish rights to some of the
company's intellectual property or product royalties, and the
company may be required to issue securities at a discount to the
prevailing market price, resulting in further dilution to the
company's existing stockholders.  In addition, depending upon the
market price of the company's common stock at the time of any
transaction, the company may be required to sell a significant
percentage of common stock, potentially requiring a stockholder
vote pursuant to Nasdaq rules, which could lead to a significant
delay and closing uncertainty.  The company cannot guarantee that
the company will be able to complete any such transaction or
secure additional capital on a timely basis, or at all, and the
company cannot assure that such transaction will be on reasonable
terms.  If the company is unable to secure additional capital
during the fourth quarter of 2008, the company will need to begin
curtailing or reorienting the company's business activities and
may be unable to sustain operations, and you may lose your entire
investment in the company's company.

Artes Medical's ability to continue the company's operations into
the first quarter of 2009 with the company's existing resources
depends on the success of the cost reduction measures the company
have taken and plan to take in the future and the company's
success in meeting the company's revenue expectations for the
remainder of 2008.  If the measures the company implement to
reduce the company's operating costs are not successful and the
company's revenues do not meet the company's expectations, the
company will need to significant curtail or reorient the company's
business activities sooner than planned.

Artes Medical's debt obligations expose it to risks that could
restrict the company's ability to raise additional funds to
support the company's operations and adversely affect the
company's business, operating results and financial condition.
Artes Medical has a substantial level of debt.  As of Sept. 30,
2008, the company had approximately $20.9 million of indebtedness
outstanding.  The company is required to make two principal
payments of $7.5 million each in January 2012 and January 2013.
To secure these obligations, the company granted the holders of
the company's indebtedness a security interest in substantially
all of the company's tangible and intangible assets, including the
U.S. rights to ArteFill.  In addition, the agreements governing
the company's debt instruments contain negative and other
restrictive covenants.

                         Artes Medical, Inc.
               Condensed Consolidated Balance Sheets
               (in thousands, except per share data)
                            (Unaudited)
                        
                 Sept. 30,                 December 31,  
                          2008                        2007

Assets

Current Assets:
Cash and cash
  equivalents        $      5,858                $     20,293
Accounts receivable,
  net                       1,470                         792
Inventories, net            6,075                       5,528
Other current assets          790                       1,044  
Total Current Assets       14,193                      27,657
Property and equipment,
   net                      5,798                       5,034
Intangibles, net            1,255                       2,385

Other assets                  604                         645

Total Assets         $     21,850                $     35,721

Liabilities and
Stockholders' Equity
(Deficit)

Current Liabilities:
             
Accounts payable
  and accrued
  expenses           $      6,132                $      3,074
Accrued compensation
  and benefits              1,571                       1,802
Revenue interest
  financing, current
  portion                   1,775                           -
Term note payable,
current portion                 -                       1,250
Revolving credit line           -                       5,000
Other current liabilities     120                          42  

Total Current Liabilities   9,598                      11,168

Revenue interest
  financing, less current
  portion (net of discount
  of $1,016)               13,391                           -
Note payable (net of
discount of $779)           5,721                           -
Term note payable (net of
discount of $165)               -                       2,231
Deferred tax liability        316                         915
Other liabilities           2,051                         783

Commitments and
  Contingencies

Stockholders' Equity
  (Deficit):

Series A Participating
  Preferred Stock,
  $0.001 par value,
  200,000 shares
  authorized; 0 shares
  issued and outstanding        -                          -
Common stock, $0.001 par
  value, 200,000,000
  shares authorized;
  19,742,285 and 16,514,163
  shares issued and
  outstanding at Sept. 30,
  2008 and Dec. 31, 2007,
  respectively                 20                         17
Additional paid-in
  capital                 132,501                    126,894
Accumulated
  deficit                (141,748)                  (106,287)

Total Stockholders'
  Equity (Deficit)         (9,227)                    20,624

Total Liabilities
  and Stockholders'
  Equity (Deficit)   $     21,850                 $   35,721


                      Artes Medical, Inc.
        Condensed Consolidated Statements of Operations
             (in thousands, except per share data)
                          (Unaudited)

                   Three Months Ended          Nine Months Ended
                       Sept. 30,                   Sept. 30,
                   2008          2007          2008         2007

Revenues:

Product sales  $   2,261     $   1,220     $   7,095   $  4,716
License fees           -         5,500             -      6,232
Total              2,261         6,720         7,095     10,948

Cost of product
  sales            2,343         3,002         7,404      6,880

Gross profit
  (loss)             (82)        3,718          (309)     4,068

Operating expenses:

Selling and
  marketing        4,347         2,846        14,673       8,252
General and
  administrative   2,943         3,022        10,530       9,513
Research and
  development      3,088         1,541         7,865       3,709
Total             10,378         7,409        33,068      21,474

Loss from
  operations     (10,460)       (3,691)      (33,377)    (17,406)
                   
Other income
  (expense):
             
Interest
  expense         (1,063)         (342)       (2,755)       (873)
Interest income       20           310           219       1,181
Other income
  (expense), net     227           (10)          235           -

Loss before
  benefit from
  income taxes   (11,276)        (3,733)     (35,678)   (17,098)
Benefit from
  income taxes        70             51          217         151
Net loss      $  (11,206)    $   (3,682)  $  (35,461)  $ (16,947)

Basic and
  diluted net
  loss per
  share       $    (0.67)    $    (0.22)  $    (2.14)  $   (1.03)

Basic and
  diluted
  weighted
  average
  shares       16,654,516     16,493,767   16,561,289  16,444,915


                          Artes Medical, Inc.
             Condensed Consolidated Statements of Cash Flows
                 (in thousands, except per share data)
                              (Unaudited)

                             Nine Months Ended Sept. 30,
                             2008                   2007

Cash flows from operating
  activities:
                      
Net loss                 $   (35,461)         $    (16,947)

Adjustments to reconcile
  net loss to net cash
  used by operating
  activities:
                      
Depreciation and
  Amortization                 1,810                 1,983
Bad debt expense                 120                    29
Benefit from income taxes       (226)                 (142)
Stock-based compensation       2,357                 2,772
Financing arrangements and
  notes payable (non-cash)     1,958                   111
Other liabilities                323                   (39)

Changes in assets and
  liabilities:
                
Accounts receivable             (798)                 (308)
Inventories                     (547)               (1,785)
Other current assets             254                (5,852)
Accounts payable and
  accrued expenses             4,117                  (681)
Accrued compensation
  and benefits                  (231)                 (776)

Net cash used by
  operating activities       (26,324)              (21,635)
                      
Cash flows from investing
  activities:

Purchases of property and
  equipment                   (1,833)                 (783)
Other assets                      41                  (411)

Net cash used for
  investing activities        (1,792)               (1,194)

Cash flows from financing
  activities:
                 
Proceeds from revenue
  interest financing, net      14,491                    -
Proceeds from note payable      6,500                    -
Proceeds from issuance of
  common stock, net             2,044                    -
Payments on term note
  payable                      (8,646)                (938)
Payments on revenue
  interest financing             (687)                   -
Miscellaneous payments            (21)                 (46)
Proceeds from exercise of
  stock options and warrants        -                  536

Net cash provided by (used
  for) financing activities    13,681                 (448)

Net decrease in cash and
  cash equivalents            (14,435)             (23,277)

Cash and cash equivalents -
  beginning of period          20,293               46,258

Cash and cash equivalents -
  end of period             $   5,858          $    22,981

Supplemental disclosure of
  cash flow information:
            
Cash paid for interest      $   1,177          $       762

Fair value of embedded
  Derivatives               $     286          $         -

                   About Artes Medical

Artes Medical, Inc., incorporated in 1999, is a medical technology
company focused on the development, manufacture and
commercialization of a new category of injectable aesthetic
products for the dermatology and plastic surgery markets,
principally in the United States.  The company's initial product,
ArteFill, is a non-resorbable aesthetic injectable implant for the
correction of facial wrinkles known as smile lines, or nasolabial
folds.  Artes Medical received approval from the United States
Food and Drug Administration to market ArteFill in October 2006,
and commenced commercial shipments of ArteFill during the year
ended December 2007.

Artes Medical markets and sells ArteFill to dermatologists,
plastic surgeons and cosmetic surgeons in the United States
through its direct sales force.  As part of its marketing and
sales program, Artes Medical trains physicians in the technique of
injecting ArteFill with the aim of optimizing patient and
physician satisfaction with its product.  As of Dec. 31, 2007,
over 1,200 physicians had opened accounts with the Company to
offer ArteFill to their patients, and more than 1,000
dermatologists, plastic surgeons, and cosmetic surgeons had
completed their ArteFill training in 2007.

Artes Medical filed a voluntary petition for relief under Chapter
7 in the U.S. Bankruptcy Court for the Southern District of
California, Case No. 08-12317-7, on Dec. 1, 2008.


ASSET FAMILY: Sec. 341(a) Meeting Set for January 6, 2009
---------------------------------------------------------
The United States Trustee for Region 16 will convene a meeting of
Asset Family Co., LLC's creditors at 9:00 a.m., on Jan. 6, 2009,
at Room 105, 21051 Warner Center Lane, Warner Center Lane, in
Wodland Hills, California.

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 Encino, California, Asset Family Co., LLC filed for
Chapter 11 relief on Oct.16, 2008 (Bankr. C.D. Calif. Case No.
08-18110).  Barry K. Rothman, Esq., at the Law offices of Barry K.
Rothman, represents the Debtor as counsel.  When the Debtor filed
for protection from its creditors, it listed assets of between
$10 million and $50 million, and debts of between $1 million and
$10 million.


ASSET FAMILY: U.S. Trustee Insists on Case Dismissal/Conversion
---------------------------------------------------------------
Peter C. Anderson, the United States Trustee for Region 16,
insists on its request to dismiss or convert Asset Family Co.,
LLC's case to one under Chapter 7 of the Bankruptcy Code, despite
opposition from the Debtor itself.

Mr. Anderson asserts that the Debtor still has failed to address
its failure to comply with the reporting requirements of the U.S.
Trustee and the Local Bankruptcy Rules, and the lack of proof of
insurance for the Debtor's real property located at 2700 Benedict
Canyon Drive, Beverly Hills, California.

In view of the its failure to provide proof of insurance for the
property, the Debtor has put its creditors at risk, and has failed
to act as a fiduciary by putting existing creditors at risk from
potential administrative claims from any injury to a third party
which could occur on the property.

Based in Encino, California, Asset Family Co., LLC filed for
Chapter 11 relief on Oct.16, 2008 (Bankr. C.D. Calif. Case No.
08-18110).  Barry K. Rothmamn, Esq., at the Law offices of Barry
K. Rothman, represents the Debtor as counsel.  When the Debtor
filed for protection from its creditors, it listed assets of
between $10 million and $50 million, and debts of between
$1 million and $10 million.


BALLY TOTAL: Gets Access to Cash Collateral to Fund Ch. 22 Case
---------------------------------------------------------------
Bankruptcy Law360 says the U.S. Bankruptcy Court for the Southern
District of New York reportedly gave Bally Total Fitness Holding
Inc. and its debtor-affiliates permission to pay employees and
access cash collateral securing their obligations to their
prepetition lenders -- as talks on a possible sale of the company
moved forward.

Bankruptcy Law360 says Judge Stuart Bernstein's order will last at
least through a hearing scheduled for December 9, 2008.

The Debtors are party to a credit agreement, dated October 1,
2007, with Morgan Stanley Senior Funding, Inc., as administrative
collateral agent, Wells Fargo Foothill, LLC, as revolving credit
agent, and the CIT Group/Business Credit, Inc., as revolving
syndication agent, and other senior secured lenders party to the
Credit Agreement, which provides for financing of up to
$292,000,000, consisting of $50,000,000 in a senior secured
revolving credit facility, with a $40,000,000 sublimit for letters
of credit and a six-year $242,000,000 senior secured term loan
facility.  The proceeds from the Term Loan and the Revolver
Facility were used to refinance the amounts outstanding under the
Company's debtor-in-possession credit agreement from the Prior
Bankruptcy Cases and to provide additional working capital.
Bally's obligations under the Credit Agreement are guaranteed by
most of Bally's domestic subsidiaries.

Pursuant to a Guarantee and Collateral Agreement, dated as of
October 1, 2007, between Bally and the Agent, obligations under
the Credit Agreement are secured by first priority liens and
security interests on certain assets and property of the Debtors,
including without limitation, accounts, deposit accounts,
chattel paper, commercial tort claims, contracts, documents,
equipment, general intangibles, instruments, intellectual
property, inventory, investment property, all pledged securities,
receivables, goods, and books and records and the proceeds
thereof.  The Prepetition Collateral includes cash collateral of
the Agent and the Senior Secured Lenders within the meaning of
Section 363(a) of the Bankruptcy Code.

As of the Petition Date, the Debtors had approximately
$17,000,000 of cash on hand which comprises Cash Collateral.  In
addition, the Debtors forecast receipt of $3,500,000 of
additional cash in the next 45 days, which comprises proceeds of
the Senior Secured Lenders' collateral.

Michael W. Sheehan, chief executive officer of Bally Total
Fitness Holding Corporation, said the Debtors have an immediate
need for the use of cash collateral to sustain their businesses as
a going concern and effect a successful reorganization, including:

  * the continued operation of their businesses;

  * the maintenance of business relationships with vendors,
    suppliers and customers; and

  * the payment to employees and satisfaction of other
    working capital and operational needs.

To successfully navigate through their Chapter 11 cases, the
Debtors need to maintain sufficient liquidity to support the
continued ordinary course business operations, and immediate
access to Cash Collateral will enable the Debtors to demonstrate
to their vendors, suppliers, customers and employees that they
have sufficient capital to ensure ongoing operations.

The Debtors have proposed to grant their Prepetition Secured
Creditors adequate protection with respect to any diminution in
the value of the Senior Secured Lenders interests in the
Prepetition Collateral.

The Debtors' use of Cash Collateral will be governed by a cash
collateral budget, and will be used mainly to preserve and
maintain the value of their assets.  The Budget shows the
Debtors' cash flow forecasts for the next 13 weeks, a copy of
which is available for free at:

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

The Debtors' proposed counsel, Kenneth H. Eckstein, Esq., Kramer
Levin Naftalis & Frankel LLP, in New York, has said the Debtors
discussed the proposed Interim Order with the prepetition secured
creditors.  Thus, the Debtors believe that the Prepetition Secured
Creditors are agreeable to the use of the Cash Collateral,
pursuant to terms and conditions outlined in the proposed Interim
Order.

According to Mr. Eckstein, the Interim Order imposes conditions
and restrictions on the Debtors' use of Cash Collateral.  It also
grants relief and adequate protection for the benefit of the
Prepetition Secured Creditors.  Specifically, use of Cash
Collateral will be governed by the Budget and used to preserve
and maintain the value of the Debtors' assets.

In addition, the Cash Collateral may be used up to amounts not
exceeding 115% of the Budget on a cumulative, aggregate rolling
basis, measured weekly at the close of business on Friday of each
week.  The Debtors will deliver weekly Budget reconciliation
statements to the Prepetition Secured Creditors.

The use of the Cash Collateral is conditioned on the granting of
adequate protection, and will be subject to the rights of the
Prepetition Secured Creditors to seek further adequate
protection.

Mr. Eckstein said, as adequate protection for any diminution in
the value of the Prepetition Secured Creditors' interest in the
Prepetition Collateral that may result from the use of the Cash
Collateral:

  (1) The Debtors will make a $300,000 monthly interest payment
      to the Agent, for the benefit of the lenders under the
      Revolver Facility;

  (2) The Debtors will pay the Agent's reasonable and
      documented expenses, not to exceed $100,000 monthly, for
      professional fees in connection with monitoring the use
      of Cash Collateral;

  (3) The Senior Secured Lenders will receive first priority
      perfected replacement liens on all of the Debtors' rights
      in property acquired postpetition, that are of the same
      type as the Prepetition Collateral and the Encumbered
      Leases, in the same relative priority as the Prepetition
      Liens;

  (4) The Senior Secured Noteholders will receive second
      priority perfected replacement liens on the Debtors'
      rights in the Postpetition Collateral;

  (5) Senior Secured Lenders will have first priority perfected
      liens on the Debtors' rights in the Unencumbered Leases
      in the same relative priority as the Prepetition Liens;
      and

  (6) The Senior Secured Noteholders will have second priority
      perfected liens on the Unencumbered Leases.

The Debtors preserve their rights to pledge the Unencumbered
Assets to a lender providing debtor-in-possession financing, with
liens superior to the First Priority Real Estate Liens and the
Second Priority Real Estate Liens.

The Debtors maintain that the proposed Interim Order is without
prejudice to the rights of any party-in-interest.

A full-text copy of the proposed Interim Cash Collateral Order is
available for free at
http://bankrupt.com/misc/BallyInterimCashCollOrd.pdf

                  About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged chapter 11 plan.  Joseph Furst, III, Esq. at Latham &
Watkins, L.L.P. represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in Sept.
2007.  The Plan was declared effective Oct. 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
Dec. 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).  Their
counsel is Kenneth H. Eckstein, Esq. at Kramer Levin Naftalis &
Frankel LLP, in New York.  As of September 30, 2008, the Company
(including non-debtor affiliates) had consolidated assets totaling
approximately $1.376 billion and recorded consolidated liabilities
totaling approximately $1.538 billion.

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


BLUMENTHAL PRINT: Court Grants Access to Lenders' Cash Collateral
-----------------------------------------------------------------
The Deal's Chelsey Franks reports that Elizabeth W. Magner of the
U.S. Bankruptcy Court for the Eastern District of Louisiana in New
Orleans authorized Blumenthal Print Works Inc. to use cash
collateral and inventory to cover necessary business expenses
including payroll and restructuring costs.

According to Ms. Franks, Whitney National Bank, who provided loan
to the company since 2004, will take control how the company's
cash collateral is spent.

                   About Blumenthal Print

New Orleans, Los Angeles-based Blumenthal Print Works, Inc. --
http://www.blumenthalprintworks.com/-- operates a home furnishing
and decorative fabric company.  The company and its affiliate,
Blumenthal Mills, Inc., sell jacquard, circular knits and
velours.  The company filed for Chapter 11 protection on Oct. 20,
2008 (Bankr. E. D. La. Case No. 08-12532).  Blumenthal Mills also
filed for Chapter 11 protection.  Bernard H. Berins, Esq., and
Jan Marie Hayden, Esq., at Heller Draper Hayden Patrick & Horn
LLC, assist the companies in their restructuring efforts.  The
debtors listed assets of $1 million to $10 million and debts of
$10 million to $50 million.


B MOSS CLOTHING: May Start Going-Out-of-Business Sales on Dec. 5
----------------------------------------------------------------
Vicki M. Young at Wwd.com reports that B. Moss Clothing Company
Ltd. expects to start going-out-of-business sales at 70 of its
stores on Friday.

According to Wwd.com, B. Moss filed for Chapter 11 protection in
the U.S. Bankruptcy Court for the District of New Jersey to
conduct an orderly liquidation of the business.  Abfjournal.com
relates that B. Moss blamed its collapse on the credit crisis and
on a decline in consumer spending.  B. Moss listed about
$13 million in assets and $10.3 million in debts, Abfjournal.com
relates.

Court documents say that B. Moss will ask the Court on Dec. 5 to
seek permission to liquidate the stores.  Court documents say that
B. Moss wants to conclude the sales at 60 of its stores by
Dec. 31, 2008, while the remaining stores will complete the sales
by Jan. 15.  Wwd.com relates that the 70 stores are in shopping
malls in 16 Eastern and Midwestern states.

B. Moss, according to court documents, has been trying to find a
buyer.  Abfjournal.com states that one potential suitor said in
November 2008 that it failed to find financing to complete the
deal.

Secaucus, New Jersey-based B. Moss Clothing Company Ltd. --
http://www.bmossclothing.com/-- was founded by the Moss Family in
1939 in Yonkers, New York.  It sells women's apparel.  The company
filed for Chapter 11 protection on Dec. 2, 2008 (Bankr. D. N.J.
Case No. 08-33980).  Ilana Volkov, Esq., and Michael D. Sirota,
Esq., at Cole, Schotz, Meisel, Forman & Leonard PA represent the
company in its restructuring effort. The company listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


BROOKE CORP: Ch. 11 Trustee Taps Colliers as Real Estate Broker
---------------------------------------------------------------
Albert A. Riederer, the Chapter 11 trustee appointed in Brooke
Corp., Brooke Capital Corp., and Brooke Investments, Inc.'s
bankruptcy cases, asks the U.S. Bankruptcy Court for the District
of Kansas for authority to employ Colliers Turley Martin Tucker as
its real estate sales agent.

The Chapter 11 trustee has granted Colliers the sole and exclusive
right to sell the 1 story brick office building located at 8500
College Boulevard, Overland Park, Kansas for $2,820,000 cash.
Colliers exclusive right to sell the property ends on June 30,
2009.

To the best of the trustee's knowledge, Colliers does not hold or
represent any interest adverse to the trustee or the Debtors'
estates, and that the firm is a "disinterested person" as that
term is defined in Sec. 101(14) of the Bankruptcy Code.

Colliers and the trustee have agreed, subject to Court approval,
to pay Colliers in these cases, its standard fee of 6% of the
purchase price paid for the real property.

Headquartered in Kansas, Brooke Corp. (NASDAQ: BXXX) --
http://www.brookebanker.com-- is an insurance agency and finance
company.  The company owns 81% of Brooke Capital.  The majority of
the company's stock was owned by Brooke Holding Inc., which, in
turn was owned by the Orr Family.  A creditor of the family, First
United Bank of Chicago, foreclosed on the BHI stock.  The
company's revenues are generated from sales commissions on the
sales of property and casualty insurance policies, consulting,
lending and brokerage services.

Brooke Corp. and Brooke Capital Corp. filed separate petitions for
Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed
for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case
No. 08-22786).  Angela R Markley, Esq., is the Debtors' in-house
counsel.  Albert Riederer was appointed as the Debtors' Chapter 11
trustee.  Benjamin F. Mann, Esq., John J. Cruciani, Esq., and
Michael D. Fielding, Esq,, at Husch Blackwell Sanders LLP, and
Kathryn B. Bussing, Esq., at Blackwell Sanders LLP, represent the
Chapter 11 trustee as counsel.  David A. Abadir, Esq., and Robert
J. Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, Kristen
F. Trainor, Esq., and Mark Moedritzer, Esq., at Shook, Hardy &
Bacon, represent the Offical Committee of Unsecured Creditors as
counsel.  The Debtors listed assets of $512,855,000 and debts of
$447,382,000.


BTWW RETAIL: Liquidates Remaining 78 Stores, to Sell $70MM Goods
----------------------------------------------------------------
Montana's News Station reports that BTWW Retail LP started
liquidating its remaining 78 retail stories on Wednesday.

As reported in the Troubled Company Reporter on Nov. 28, 2008, the
Hon. Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas approved the sale of BTWW Retail's
assets for $32 million.  A Marwit Capital Partners II LP unit,
Boot Barn Inc., acquired 14 of the Debtor's stores, which are
located in Wyoming and Nevada, for $7 million.  The stalking-horse
bidders -- Hudson Capital Partners LLC, Great American Group WF,
SB Capital Group and Tiger Capital Group LLC - will acquire 81
stores for $25 million.

Denver Post Wire Services reports that Boot Barn Holding Corp.
bought 22 BTWW stores and will put them under the Boot Barn brand.

According to Montana's News, BTWW Retail's nine stores in Montana
are included in the remaining retail locations to be sold.  Those
stores have a total of 60 workers, says the report.

Montana's News relates that BTWW Retail will sell $70 million
worth of merchandise.

                           About BTWW

Headquartered in Dallas, Texas, BTWW Retail, L.P. fka Boot Town,
Inc. -- http://btwwretail.com/-- owns and operates more than 130
western, equine and workwear stores throughout the United States.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on Nov. 3, 2008, (Bankr. N.D. Tex. Lead Case No.: 08-
35725)  Alexandra P. Olenczuk, Esq. and Michael D. Warner, Esq. at
Warner Stevens LLP represent the Debtors in their restructuring
efforts.  Their financial advisor is Clear Thinking Group LLC led
by Alan Minker as chief restructuring officer.  The Debtors'
assets range between $50 million to $100 million and their debts
range between debts of $50 million to $100 million.


CHEVY CHASE: Capital One to Acquire Firm for $520MM
---------------------------------------------------
Dan Fitzpatrick at The Wall Street Journal reports that Capital
One Financial Corp. will acquire Chevy Chase Bank for
$520 million in cash and stock.

According to WSJ, Capital One was one of several banks that were
considering buying privately held Chevy Chase.  The report states
that Chevy Chase has some $15.5 billion in assets and about 244
branches.

Citing people familiar with the matter, WSJ relates that Capital
One expects $1.75 billion in cumulative losses on Chevy Chase's
$11.8 billion loan portfolio to be $1.75 billion.

WSJ reports that the acquisition of Chevy Chase would boost
Capital One's its presence in the Washington, D.C., and provide
the company a larger deposit base when access to cheap funding is
needed to survive the economic crisis.

Chevy Chase Bank FSB serves the greater Washington, D.C. area with
a branch network of approximately 225 offices and more than 900
ATMs.  It offers traditional retail services such as checking and
savings accounts, CDs, and IRAs, in addition to investment
management services, insurance, credit cards, and business and
private banking.  Its loan portfolio is dominated by one- to four-
family residential mortgages (nearly 90% of all loans) and also
includes consumer, commercial, and construction loans.  CEO B.
Francis Saul II, who founded the Bank in 1969 and also heads
retail real estate firm Saul Centers, controls it through various
companies.

As reported in the Troubled Company Reporter on March 31, 2008,
Fitch Ratings affirmed Chevy Chase Bank, F.S.B.'s long-term Issuer
Default Rating at 'BBB-' and downgraded the short-term IDR and
Individual Ratings to 'F3' and 'C', respectively.  Fitch said that
the rating is negative.


CHRISTO BARDIS: Files Amended Schedules of Assets and Debts
-----------------------------------------------------------
Christo Bardis filed with the U.S. Bankruptcy Court for the
Eastern District of California, amended schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------     ------------
  A. Real Property                $3,624,400
  B. Personal Property           $37,280,301+
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $18,613,583
     Secured Claims
  E. Creditors Holding                             $4,434,279
     Unsecured Priority
     Claims
  F. Creditors Holding                           $844,372,043
     Unsecured Non-priority
     Claims
                                 -----------     ------------
TOTAL                            $40,904,701+    $867,419,905

A full-text copy of the Debtor's amended schedules of assets and
liabilities is available for free at:

               http://researcharchives.com/t/s?35b0

Real estate broker Christo Bardis filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Eastern District of California,
Sacramento, on Oct. 15, 2008 (Case No. 08-34878).  Mr. Bardis
is co-founder of homebuilder Reynen & Bardis Communities.  David
M. Meegan, Esq., at Meegan, Hanschu & Kassenbrock, represents Mr.
Bardis as counsel.

Partner John D. Reynen filed for bankruptcy on April 23, 2008, in
Sacramento (Case No. 08-25145) to avert Bank of the West's
foreclosure of his personal property securing a $26 million loan.
Messrs. Reynen and Bardis guaranteed at least $740 million used by
their company that was obtained from several creditors but failed
to repay the loan, according to the Troubled Company Reporter on
April 25, 2008.

Mr. Bardis owes as much as $582,593,701 in loans to his unsecured
creditors including, among others, Wells Fargo Bank owed
$81,082,143; Indymac Bank owed $70,233,564; Comerica owed
$52,235,143.

Mr. Reynen disclosed in its filing assets between $50 million and
$100 million, and debts between $500 million and $100 million.  He
owes $286,616,222 to his unsecured creditors including Lennar
Rennaissance Inc. asserting $47,000,000 in trade debt; Wells Fargo
asserting $29,387,928 in bank loan; and Indymac Bank asserting
$26,833,087 in bank loan.

Howard S. Nevins, Esq., at Hefner, Stark & Marols, LLP, in
Sacramento, California, represents Mr. Reynen.

Both cases are assigned to the Hon. Christopher M. Klein.


CHRYSLER AUTOMOTIVE: Severe Pressure Cues Moody's Rating Cut to Ca
------------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and
Probability of Default ratings of Chrysler Automotive, LLC to Ca
from Caa2.  The rating outlook is negative.

The downgrade reflects the severe pressure that the decline in US
automotive demand and the shift in consumer preference to smaller
vehicles have had on the company's liquidity position.  As a
result of these challenges it is likely that Chrysler will have
insufficient cash to fund its operations by the first quarter of
2009 in the absence of government loans.  Chrysler also faces the
longer term challenge of being highly dependent on the truck and
SUV segments as market demand shifts toward smaller vehicles.

Moreover, its announced new product pipeline through 2010 will not
materially increase its position in the small vehicle segment.
Finally, Chrysler remains disadvantaged by having only a minimal
position in markets outside of the US.  As a result of these
product and geographic-concentration challenges, Chrysler has
continued to aggressively pursue partnerships and strategic
alliances.  The rating action reflects Moody's view that even with
the benefit of government loans, Chrysler will require significant
business restructuring over the near term, and that absent
successful restructuring a bankruptcy filing could be a likely
event in the near term.

Chrysler has submitted a proposal to Congress requesting a
$7 billion secured working capital loan that is intended to
provide it with adequate liquidity through 2011.  Should the loans
be approved, Moody's would assess the potential impact on
Chrysler's rating based on the facility's terms and conditions,
the assumptions underlying Chrysler's forecasts and operating
plan, and the challenges the company might encounter in achieving
that plan.  The rating agency will specifically consider the
implications for existing creditors of any conditions which might
be necessary to achieve the requested government loan.  The
uncertainty attendant to these considerations underlies the
negative rating outlook.

Downgrades:

Issuer: Chrysler Automotive, LLC

  -- Probability of Default Rating, Downgraded to Ca from Caa2

  -- Corporate Family Rating, Downgraded to Ca from Caa2

  -- Senior Secured First Lien Bank Credit Facility, Downgraded to
     a range of Caa3, LGD3, 33% from a range of B3, LGD2, 29%

  -- Senior Secured Second Lien Bank Credit Facility, Downgraded
     to a range of Ca, LGD4, 63% from a range of Caa2, LGD4, 59%

Issuer: Detroit (City of) MI, Local Dev. Fin. Auth.

  -- Senior Unsecured Revenue Bonds, Downgraded to C from Caa2,

The last rating action on Chrysler was a downgrade of the
company's Corporate Family Rating to Caa2 on Oct. 27, 2008.

Chrysler Automotive, LLC is headquartered in Auburn Hills,
Michigan.


CHRYSLER FINANCIAL: Moody's Junks CFR; Outlook Negative
-------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Chrysler Financial Services Americas LLC to Caa2 from B3 and
changed the rating outlook to negative.  The downgrade follows
Moody's downgrade of Chrysler Automotive, LLC to Ca from Caa2,
with a negative outlook.

The downgrade of Chrysler Financial's ratings is based on the
potential effects that a weakened Chrysler could have on Chrysler
Financial's operations, including its asset quality and
profitability.  Moody's links Chrysler Financial's ratings to
those of Chrysler due to its business concentrations with the
company and also due to the common ownership of Chrysler Financial
and Chrysler by Chrysler Holdings.  Chrysler Financial's negative
outlook mirrors the negative outlook on Chrysler's ratings, also
due to the business and ownership connections.

Year-to-date, Chrysler Financial's performance has been negatively
affected by higher loss severity on defaulted loans and impairment
of leases and retained interests, a result of weakened secondary
values for the large trucks and SUV's that comprise a significant
percentage of the firm's serviced loan and lease portfolios.
Moody's is concerned that prices for used Chrysler vehicles could
undergo significant further declines were Chrysler to declare
bankruptcy.  This would have negative implications for Chrysler
Financial's earnings and cash flow, and the value of the
collateral supporting the firm's secured bank loans.  Moody's
believes a Chrysler bankruptcy could also result in higher losses
on Chrysler Financial's loans to Chrysler dealers, as a higher
percentage of these businesses could default due to declining
volumes and earnings.

"Auto lenders, Chrysler Financial included, are already contending
with higher trending loan defaults due to deteriorating economic
and employment conditions," said Moody's senior analyst Mark
Wasden.  "Against that backdrop, a large decline in vehicle
auction values could compound negative trends in credit losses and
earnings," he added.

Chrysler Financial's ratings also consider its financial profile,
including its capital and liquidity positions.  Chrysler
Financial's funding is generally matched to specific assets, and
is therefore self-liquidating.  However, there is uncertainty
regarding the firm's ongoing funding capacity, given its
dependence upon annually renewable securitization facilities.
Chrysler Financial's other primary source of funding, its secured
bank loans and revolving credit facility, mature in 2012 and 2013.
Because Chrysler Financial's earning assets are encumbered, the
firm has limited financial flexibility.

Ratings affected by Moody's rating action include:

  -- Corporate Family Rating: to Caa2 from B3
  -- Sr. Secured Revolving Credit Facility: to Caa2 from B3
  -- Sr. Secured Term Loan B: to Caa2 from B3
  -- Sr. Secured Second Lien Term Loan: to Caa3 from Caa1

In its last rating action on Oct. 27, 2008, Moody's downgraded
Chrysler Financial's corporate family rating to B3 from B2 and
continued a review for further possible downgrade.

Chrysler Financial Services Americas LLC, headquartered in
Farmington Hills, Michigan, is engaged in consumer and commercial
auto finance.


CHRYSLER LLC: Willing to Work Under Gov't Oversight Board
---------------------------------------------------------
CEOs of General Motors Corp., Ford Motor Co., and Chrysler LLC
said on Thursday that they would be willing to put the companies
under a government oversight board's supervision to secure
financial help from the government, Josh Mitchell and Corey Boles
at The Wall Street Journal reports.

According to WSJ, Banking Committee Chairperson Christopher Dodd
asked the CEOs during a Senate hearing on Thursday whether they
would be willing to work within a structure similar to what was
established for Chrysler Corp.'s federal bailout in 1979-1980.
The report says that GM's Rick Wagoner, Ford Motor's Alan Mulally
and Chrysler's Robert Nardelli agreed that the board could have
the legal authority to dictate restructuring terms to the
companies and others including unions, suppliers, and dealers.

WSJ relates that Messrs. Wagoner, Mulally, and Nardelli admitted
that they made mistakes in their management and told the lawmakers
that they were unprepared for congressional hearings in November.
The report says that after the Congress criticized the CEOs for
not having credible plans to turn around their firms, the
executives came back with detailed turnaround plans for each of
their companies, increasing their financial aid request to
$34 billion from $25 billion.

According to WSJ, GM is asking for an immediate loan of about
$4 billion to stay afloat until year-end and an additional
$14 billion in 2009.  Chrysler, says WSJ, is asking for an
immediate loan of $7 billion by year-end, while Ford Motor seeks
for a $9 billion line of credit.

WSJ reports that as the Federal Reserve is expected to refuse the
automakers' requests, the Congress and the Bush administration
would decide on the matter.  WSJ relates that the Democratic
leaders have asked the Federal Reserve to review the turnaround
plans.  The report states that the central bank can lend to non-
financial companies on a fully secured basis.  Loans must be
backed by assets, and GM, Ford Motor, and Chrysler don't appear to
have collateral that would meet the criteria, according to the
report.

Sen. Dodd, WSJ states, was focusing on legislation that would
create a bridge loan for automakers, by diverting funds from an
loan program intended to help the industry retool to meet higher
fuel-economy standards.  WSJ reports that Senate Majority Leader
Harry Reid urged Sen. Dodd to move forward.  A bill supported by
Democrats that would draw on the $700 billion market rescue fund
couldn't pass Congress, the report says, citing Sen. Reid.

Citing people familiar with the matter, James Rowley and Linda
Sandler at Bloomberg News report that GM and Chrysler executives
are considering accepting a pre-arranged bankruptcy as last resort
in securing government bailout.  According to Bloomberg, the
source said that the staff for three members of Congress have
asked restructuring experts if a pre- arranged bankruptcy, which
would be negotiated with workers, creditors, and lenders, could be
used to reorganize the industry without liquidation.

     Automakers May Cut Temporary Pay for Laid-Off Workers

Sharon Terlep at Dow Jones Newswires relates that sources said
that automakers could seek to cut temporary pay for thousands of
laid-off employees.  The United Auto Workers, says the report, is
preparing to revise labor deals reached with GM, Ford Motor, and
Chrysler in 2007, agreeing to a delay in the payment of billions
of dollars into a massive retiree health-care trust and the
termination of the jobs bank program to help the companies secure
the federal loans.

According to Dow Jones, thousands of workers who are temporarily
out of a job get supplementary unemployment benefits called SUB
from the automakers under a separate fund.  The SUB pay is less
expensive for automakers on a per-worker basis than the jobs bank,
but workers receiving the benefit have increased as the companies
cut jobs and production due to decline in sales, states the
report.

                       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 Dec. 3, 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.

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: S. Pliego Has 28.1% Stake; Wants to "Influence" Biz.
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated November 20, 2008, attorney-in-fact, Jose
Abraham Garfias, Esq., disclosed that Ricardo Benjamin Salinas
Pliego currently owns 47,182,688 shares or 28.1% of Circuit City
Store, Inc. common stock, which he bought for an aggregate
purchase price of $41,422,473 using cash on hand.

Mr. Salinas is serving as chairman and president of various
companies in Mexico, including Azteca Holdings, S.A. de C.V., TV
Azteca, S.A. de C.V.

According to the filing, Mr. Salinas created Grupo Salinas, which
operates as a management development and decision forum for TV
Azteca, Azteca America, Grupo Elektra, S.A. de C.V., Banco
Azteca, S.A., Institucion de Banca Multiple, Afore Azteca, S.A.
de C.V., Seguros Azteca, S.A. de C.V. and Grupo Iusacell, S.A.B.
de C.V.  Each of the Grupo Salinas companies operates
independently, with its own management, board of directors and
shareholders.

Grupo Salinas has no equity holdings, the filing revealed.

               Salinas to Influence Circuit City

Mr. Garfias disclosed that Mr. Salinas acquired the Shares with a
view towards "possibly seeking influence over the management,
business and operations" of Circuit City Stores, Inc., including
activities following the voluntary petition for reorganization.
However, Mr. Garfias said, no decision in this regard has yet
been made.

Mr. Garfias maintained that Mr. Salinas reserves the right to be
in contact with members of Circuit City's management, members of
the board of directors, shareholders, advisors and other relevant
parties regarding any alternatives that Circuit City could employ
in the Chapter 11 cases, or otherwise to maximize the Debtors'
value.

A representative of Grupo Salinas executed a non-disclosure
agreement with Circuit City with respect to information to be
received regarding the company.  A copy of the agreement can be
obtained without charge at the SEC:

                http://ResearchArchives.com/t/s?35d6

According to Mr. Garfias, Mr. Salinas may take positions with
respect to potential changes in the operations, management, Board
composition, ownership, capital structure, strategy, and future
plans of Circuit City, and may seek to influence Circuit City's
management.  The suggestions or positions may include plans or
proposals, including a possible change in control of Circuit
City.  In addition, Mr. Salinas may consider participating in
transactions that are part of the Chapter 11 cases like the
Debtors' reorganization efforts and sales of significant assets.

The regulatory filing notes that Mr. Salinas has no present plans
or proposals that relate to or would result in any of the actions
required to be reported in the SEC.  However, he expects to
evaluate on an ongoing basis Circuit City's financial condition
and prospects, and his interest in, and intentions with respect
to, Circuit City.

Mr. Salinas reserves the right to change his intentions and
develop plans or proposals at any time, as he deems appropriate.
He may take steps to acquire additional shares from time to time
in privately negotiated transactions, block transactions, tender
offers or otherwise.  He may also dispose of all or a portion of
Circuit City's securities, including his shares, and enter into
derivative transactions with institutional counterparties with
respect to the Circuit City's securities.

                   Complaint Against Salinas

In January 2005, the SEC filed a complaint against Mr. Salinas
and others defendants, titled SEC v. TV Azteca, S.A. de C.V. et
al., in the U.S. District Court for the District of Columbia.

The Commission's complaint alleges that the defendants violated
or aided and abetted violations of Sections 10(b), 13(a),
13(b)(2)(A), 13(b)(2)(B), 13(b)(5), and 13(d) of the Securities
Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, 13a-14, 13a-
16, 13b2-2, 13d-1 and 13d-2, thereunder.  The Commission alleged
that defendants failed to disclose the related party nature of a
transaction involving Unefon, S.A. de C.V., a TV Azteca
subsidiary, and Codisco, LLC, an entity in which Mr. Salinas held
a beneficial interest.

In September 2006, Mr. Salinas, without admitting or denying the
Complaint's allegations, agreed to settle by consenting to the
entry of a final judgment.

The Final Judgment:

  (1) permanently restrains and enjoins Mr. Salinas from
      violating:

      * Section 10(b) of the Securities Exchange Act of 1934 and
        Rule 10b-5 thereunder;

      * Section 13(b)(5) of the Exchange Act;

      * Rules 13a-14 and 13b2-2 promulgated under the Exchange
        Act; and

      * Section 13(d) of the Exchange Act and Rules 13d-1 and
        13d-2;

  (2) permanently restrains and enjoins Mr. Salinas from aiding
      and abetting violations of Sections 13(a), 13(b)(2)(A) and
      13(b)(2)(B) and Rules 12b-20, 13a-1 and 13a-16; and

  (3) ordered Mr. Salinas to make a payment of:

      * $7,500,000 pursuant to Section 21(d)(3) of the Exchange
        Act; and

      * $1 to serve as a predicate for the establishment of a
        "Fair Fund" pursuant to Section 308(a) of the Sarbanes-
        Oxley Act of 2002.

In addition, Mr. Salinas agreed that for a period of five years
following the entry of the Final Judgment, he will not serve as
an officer or director of any issuer that has a class of
securities registered pursuant to Section 12 of the Exchange Act,
or that is required to file reports pursuant to Section 15(d) of
the Exchange Act.

                 About Circuit City Stores, Inc.

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

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

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

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

(Circuit City Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: Parties Object to Terms of $1.1BB DIP Loan
--------------------------------------------------------
Inland Southwest Management LLC, Inland American Retail
Management LLC, Inland US Management LLC, Inland Pacific Property
Services LLC, Inland Commercial Property Management, Inc., and
Inland Continental Property Management Corp. object to Circuit
City Stores, Inc.'s request to enter into the $1.1 billion debtor-
in-possession facility to the extent it will result in a de facto
extension of the Debtors' deadline to assume or reject leases
under Section 365(d)(4) of the Bankruptcy Code.

The Debtors should not be permitted to create an end run around
Section 365(d)(4) by agreeing to the creation of lease reserves
in the DIP Facility, Inland, et al., assert.  The creation may
result in the Debtors relying upon the Lease Reserves to
establish "cause" for a 90-day extension of time to assume or
reject leases, they add.

Kimco Realty Corp., F.R.O., L.L.C. IX, and 502-12 86th Street LLC
join in and support Inland, et al.'s objection.

Tax Appraisal District of Bell County, County of Denton, Midland
Central Appraisal District, County of Brazos, Longview
Independent School District, Taylor Central Appraisal District,
City of Waco/Waco Independent School District, County of Comal
and County of Williamson, in state of Texas, inform the Court
that they hold secured tax claims for the 2008 tax year and, as
of January 1, 2009, for the 2009 tax year on real and business
personal property owned by the Debtors.

The Taxing Authorities contend that the Debtors have failed to
demonstrate that the Taxing Authorities' liens are adequately
protected as required by Section 364(d)(1)(b).  They also object
to any priming of their lien position by the DIP liens.  They
further object, among other things, to the distribution of the
proceeds of the proposed sale of their collateral to any other
creditor.

Other parties filing objections to the Debtors' DIP Motion are:

  -- Arlington ISD, et al.,
  -- Bexar County, et al.;
  -- Carousel Center Company, L.P.;
  -- Centro Properties Group, et al.;
  -- DIRECTV, Inc.;
  -- Fingerlakes Crossing, LLC;
  -- Laguna Gateway Phase 2, LP, et al.;
  -- Lewisville Independent School District;
  -- Navarre Distribution Services, Inc.
  -- Polaris Circuit City, LLC
  -- Sangertown Square, L.L.C., EklecCo NewCo, LLC;
  -- 502-12 86th Street LLC;
  -- Basile Limited Liability Company;
  -- Woodlawn Trustees, Incorporated;
  -- Eatontown Commons Shopping Center;
  -- Arboretum of South Barrington Shopping Center;
  -- Tax Appraisal District of Bell County, et al.; and
  -- The Macerich Company, et al.

                  DIP Documents Filed

The Debtors filed with the Court copies of the executed and
redlined versions of the DIP Agreement on November 26, 2008,
copies of which are available for free at:

http://bankrupt.com/misc/Executed_DIP_Agreement.pdf
http://bankrupt.com/misc/Executed_DIP_Agreement-Redlined.pdf

To recall, Circuit City Stores, Inc., Circuit City Stores West
Coast, Inc., and Circuit City Stores PR, LLC, borrowed from Bank
of America, N.A., and General Electric Capital Corporation, among
other lenders, a senior revolving credit facility of
$1,100,000,000, inclusive of a sublimit of $350,000,000 for
issuance of letters of credit and a sublimit of $50,000,000
borrowings by InterTAN Canada Ltd.

On an interim basis, the Court has authorized the Debtors to
borrow up to $1,100,000,000 -- consisting of $1,050,000,000 for
the Debtors and $50,000,000 for InterTan.  Final hearing to
consider entry of the final order and final approval of the DIP
Facility is scheduled 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. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: Proposes to Auction Off Closing Stores' Leases
------------------------------------------------------------
Circuit City Stores, Inc., asks approval from the U.S. Bankruptcy
Court for the Eastern District of Virginia to auction of leases to
its closing stores.

On the Petition Date, the Debtors sought and obtained the Court's
permission to continue their store closing sales commenced
prepetition at 154 locations.  The Debtors' agreement with the
store closing agent provides that the agent will pay expenses
under the leases of the Closing Stores' location while the Store
Closing Sales are conducted, and will pay for a full week's
expenses at a location for any partial week, in which the sale is
conducted.

The store closing sales have continued and are scheduled to
conclude at various times through the month of December, after
which time the Debtors will again be responsible for expenses
under the Leases, which costs about $6,000,000 per month.  The
Debtors, accordingly, intend to resolve the status of the Leases
as quickly as possible following the conclusion of the Store
Closing Sales.

By their motion, the Debtors ask the Court to:

  -- approve bidding and auction procedures for sale of
     unexpired leases of non-residential real property for
     locations at which the Debtors commenced Store Closing
     Sales prior to the Petition Date;

  -- set a sale hearing date;

  -- authorize and approve:

     * the sale of any of the Leases free and clear of liens,
       claims, and encumbrances, including the assumption and
       assignment of the Leases; and

     * lease rejection procedures for any leases that are not
       sold in connection with the request; and

  -- approve the abandonment of any equipment, furniture, or
     fixtures located at the Leases' premises on the Rejection
     Date.

The Debtors believe that the proposed structure of their bidding
procedures is the one most likely to maximize the realizable
value of the Leases for the benefit of the Debtors, their
bankruptcy estates, stakeholders, and other parties-in-interest.
The salient terms of the Bidding Procedures are:

  -- Bid deadline is on December 15, 2008.  The Debtors could
     extend the Bid Deadline once or successively, but would not
     be obligated to do so;

  -- An auction for any Leases for which the Debtors receive
     more than one bid would be conducted on December 18
     beginning at 10:00 a.m.;

  -- All bidders would be afforded an opportunity to participate
     in the diligence process and would acknowledge in their
     bids that they had sufficient opportunity to conduct
     diligence;

  -- All bids would be required to include a letter identifying
     the proposed assignee of each individual Lease subject to
     the bid, and stating that the bidder's offer would be
     irrevocable until the earlier of the sale's closing, or 30
     days following the Auction;

  -- All bids would be required to include a good faith deposit
     equal to the greater of 15% of the bid amount, or $5,000
     for each Lease on which the bidder submits a bid;

  -- Any successful bidder would be required to provide evidence
     of its ability to perform under any Lease it purchases at
     the Sale Hearing;

  -- The Debtors would have discretion to accept bids for
     individual Leases; and

  -- The Debtors request that, absent agreement by the Debtors
     to the contrary, the closing of the sale of a Lease will
     take place within two business days of the Court's approval
     of the sale at the Sale Hearing.

The Debtors believe that they are current on their obligations
under the Leases, except with respect to certain amounts, the
largest of which are:

  Store                                                Proposed
Number   Store Location           Landlord           Cure Amt.
------   --------------           --------           ---------
  3681    5500 Sunrise Highway     Mass One LLC        $155,501
          Massapequa, New York

  3312    2735 South Towne Ave.    Las Vegas Land &      97,726
          Pomona, California       Development Co.

  3778    1770-1778 Gun Hill Rd.   Vornado Gun Hill      94,330
          Bronx, New York          Road L.L.C.

   841    2434 Nicholasville Rd.   M.I.A. Brookhaven     66,768
          Lexington, Kentucky      L.L.C.

  3794    1030 W. North Avenue     1030 W. North Ave.    66,548
          Chicago, Illinois        Building LLC

  3107    6290 North Point Pkwy.   CP Venture Two LLC    62,082
          Alpharetta, Georgia

  4195    100 West Higgings Rd.    Arboretum of South    55,299
          South Barrington, IL     Barrington LLC

  1697    232-240 East 86th St.    Ventura In            55,010
          New York, New York       Manhattan, Inc.

  3301    1600 S. Azusa Avenue     Puente Hills          50,212
          City Of Industry, CA     Mall LC

A full-text copy of the complete list of Cure Amounts is
available for free at:

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

The Debtors propose that unless a party to a Lease files an
objection to the proposed Cure Amounts by December 10, 2008, then
the party should be forever barred from asserting a cure amount
different from the proposed ones.  Any cure disputes caused by a
valid and timely objection will be resolved, as necessary, either
at the Sale Hearing or at a later date as may be scheduled by the
Court.  The Debtors also propose that any objection to the
Bidding Procedures must be filed and served no later than
December 3.

To ensure that the Debtors do not unnecessarily expend bankruptcy
estate resources on Leases that will not be assumed and assigned,
and have no further value to the estates following completion of
the Store Closing Sales, the Debtors also propose that the order
approving the Bidding Procedures provide that the Leases would be
deemed rejected as of December 31, 2008, unless either (i) the
parties otherwise agree in writing, or (ii) the Debtors notify
the Lease party of potential purchasers on or before December 16.
The Debtors will concurrently post a list of Leases subject to
Potential Purchaser Notices on the Claims Agent's Web site.

For any Lease that is subject to a Potential Purchaser Notice,
and thus withdrawn from automatic rejection under the Bidding
Procedures Order, the Debtors request that rejection of that
Lease also be effective as of December 31, if the Debtors elect
not to sell the Lease.

Deadline for filing objections to the assumption or assignment of
the Leases, other than objections with respect to the rejection
procedures, must be filed by December 20.  In the event that a
non-Debtor Lease party is the successful bidder for its Lease,
the Debtors request authorization to enter into a Lease
termination agreement with that party.

By establishing the Bidding Procedures, the Debtors seek to
implement an orderly process to sell or dispose of the Leases in
an efficient manner most beneficial to their estates, the Debtors
contend.  Without the Bidding Procedures, the Debtors believe
they could lose value associated with the sale of the Leases, and
could be forced to carry the costs unnecessary or unmarketable
leases for a period that would not be beneficial to their
estates.

The Debtors also believe that the costs of moving and storing
equipment, furniture, or fixtures located at the Leases' premises
would far outweigh any benefit to their estates.  Hence, the
Debtors maintain that it is in their best interests to abandon
these items located at the Premises.

                 About Circuit City Stores, Inc.

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

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

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

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

(Circuit City Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: Proposes January 30 Claims Bar Date
-------------------------------------------------
Circuit City Stores Inc., and its debtor affiliates ask the
Bankruptcy Court for the Eastern District of Virginia to (i) set
January 30, 2009, as general bar date for filing proofs
of claim.

The Debtors request that proofs of claim be filed by creditors of
any of the Debtors on account of any claim arising before the
Petition Date.

Furthermore, the Debtors request that proofs of claim for damages
arising from the rejection of any unexpired lease or executory
contract of a Debtor during the bankruptcy cases be filed by the
latest of:

  -- 30 days after the effective date of rejection of the
     executory contract or unexpired lease as provided by a
     Court order, or pursuant to a notice under the procedures
     approved by the Court;

  -- any date set by another Court order; or

  -- the General Bar Date.

The Debtors request that any holder of an interest in any of
the Debtors, which interest is based exclusively upon the current
ownership of stock or other equity interest, will not be required
to file a proof of Interest based solely on account of that
interest holder's ownership interest.

                 About Circuit City Stores, Inc.

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

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

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

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

(Circuit City Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: Seeks to Employ Skadden Arps as Bankruptcy Counsel
----------------------------------------------------------------
Circuit City Stores, Inc., and its debtor affiliates ask approval
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to employ Skadden, Arps, Slate, Meagher & Flom LLP and
its affiliated law practice entities, as their bankruptcy counsel,
effective as of Nov. 10, 2008, under a general retainer.

Pursuant to an engagement agreement dated September 1, 2008,
between the firm and the Debtors, Skadden Arps will provide legal
advice to the Debtors in connection with their efforts to work
out their financial difficulties, including a possible
restructuring of their financial affairs and capital structure.
As counsel, Skadden Arps will:

  (a) advise the Debtors with respect to their powers and duties
      as debtors and debtors-in-possession in the continued
      management and operation of their businesses and
      properties;

  (b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest, and advise and
      consult on the conduct of the Debtors' bankruptcy cases;

  (c) take all necessary action to protect and preserve the
      estates, including the prosecution of actions on behalf of
      the estates, the defense of any actions commenced against
      the estates, negotiations concerning litigation in which
      the Debtors may be involved, and objections to claims
      filed against the estates;

  (d) prepare motions, applications, answers, orders, reports,
      and papers necessary to the administration of the estates;

  (e) prepare and negotiate on the Debtors' behalf plans of
      reorganization, disclosure statements, and all related
      agreements and documents, and taking any necessary action
      on behalf of the Debtors to obtain confirmation of the
      plans;

  (f) advise the Debtors in connection with any sale of assets;

  (g) perform other necessary legal services and provide other
      necessary legal advice to the Debtors; and

  (h) appear before the Court, any appellate courts and the
      United States Trustee, and protect the interests of the
      estates before those courts and the U.S. Trustee.

The Debtors say that their professionals will take all
appropriate steps to avoid unnecessary and wasteful duplication
of efforts among the retained professionals.  In addition, the
Debtors have retained McGuireWoods, LLP, to serve as co-counsel
to the Debtors.

Prior to September 1, 2008, Skadden Arps represented Circuit City
Stores, Inc., and certain other Debtors in connection with
various matters, including a divestiture of certain assets.
Moreover, prior to entering into the Engagement Agreement,
Skadden Arps has also represented other entities in matters
related to the Debtors.  In particular, Skadden Arps represented
an entity in connection with its potential interest in pursuing a
strategic transaction with the Debtors.

Since commencing the engagement, Skadden Arps has invoiced the
Debtors for $1,748,250 for professional services, including fees
and expenses.  Included in that amount, Skadden Arps invoiced the
Debtors for estimated professional fees and expenses for $500,000
to cover actual time and expenses posted as of November 8, 2008,
and an estimate of additional time and expenses that might be
posted after the bankruptcy filing.

With respect to restructuring matters, the Debtors initially paid
Skadden Arps $100,000 to be held as on account cash for the
advance payment of prepetition professional fees and expenses
incurred in its representation of the Debtors.

As provided for in the Engagement Agreement, Skadden Arps
subsequently requested increases in the amount of On-Account
Cash, and the Debtors increased the On-Account Cash to $250,000
on October 7, 2008.  On November 4, the Debtors increased the On-
Account Cash to $750,000.

Under the Engagement Agreement, Skadden Arps will be paid based
on its hourly rates under the bundled rate structure ranging
from:

  -- $730 to $1,050 for partners and of-counsel;
  -- $640 to $765 for counsel and special counsel;
  -- $360 to $835 for associates; and
  -- $175 to $295 for legal assistants.

Gregg M. Galardi, a partner at Skadden Arps, assures the Court
that his firm's partners, counsel and associates (i) do not have
any connection with any of the Debtors, their affiliates, their
creditors, or any other parties-in-interest, (ii) are
"disinterested persons," as that term is defined in Section
101(14) of the Bankruptcy Code, and (iii) do not hold or
represent any interest adverse to the bankruptcy estates.

                 About Circuit City Stores, Inc.

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

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

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

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

(Circuit City Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUS AND ELDORADO: Decline in Earnings Cues Moody's Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service downgraded Circus and Eldorado Joint
Venture's Corporate Family rating, probability of default rating,
and senior secured mortgage note rating each to B3 from B2.
Additionally, Moody's upgraded the company's speculative grade
liquidity rating to SGL-3 from SGL-4.  The rating outlook is
negative.

The downgrade reflects Circus and Eldorado's greater than
anticipated decline in earnings, increasing leverage, and a
reliance on cash balances to fund cash short-falls as the company
has no access to its revolving credit facility. As a result of the
declining earnings, debt/EBITDA (incorporating Moody's standard
analytical adjustments) has risen to approximately 6.1 times at
September 30, 2008 and is expected to rise further given the weak
outlook for gaming demand.

However, the B3 corporate family rating anticipates that Circus
and Eldorado will be able, on an annual basis, to cover interest,
tax disbursements to its partners, working capital investments,
and capital expenditures in 2009 from internally generated cash
flow.  Seasonal cash needs will be funded from cash balances that
totaled $40 million at Sept. 30, 2008.

The upgrade to the speculative grade liquidity rating reflects
Moody's expectation that on an annual basis, the company's
internally generated cash will be sufficient to cover its fixed
charges in 2009, and cash balances will be more than sufficient to
cover seasonal needs.  The SGL-3 also takes into account the lack
of access to a meaningful bank back-up facility.

The negative rating outlook reflects Moody's expectation that
declining earnings will be only partially offset by the return of
the USBC Women's Championships tournament to Reno in 2009.  The
bowling tournament typically brings in a larger number of guests
for approximately 13 weeks beginning in March.

Ratings downgraded and LGD assessments adjusted:

  -- Corporate family rating to B3 from B2

  -- Probability of default rating to B3 from B2

  -- $160 million senior secured mortgage notes due 2012 to B3
     (LGD 3, 48%) from B2 (LGD 4, 52%)

This rating was upgraded:

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

Moody's previous rating action for Circus and Eldorado occurred on
July 1, 2008.  At that time, the rating outlook was revised to
negative from stable and a speculative grade liquidity rating of
SGL-4 was assigned.

Circus & Eldorado Joint Venture, a 50/50 joint venture between MGM
Mirage and Eldorado Resorts LLC, owns and operates the Silver
Legacy Resort Casino in Reno, Nevada.  Net revenues for the latest
12-month period ended Sept. 30, 2008 were $144 million.


DAYTON SUPERIOR: Moody's Junks Corporate Family Rating
------------------------------------------------------
Moody's Investors Service downgraded Dayton Superior's Corporate
Family Rating to Caa1 from B2 and its $100 million senior secured
term loan to B3 from B1, and lowered the rating on the company's
$154 million subordinated notes to Caa3 from Caa1.  Dayton's
Probability of Default rating has been downgraded to Caa3 from B2.
All of the ratings were placed on review for possible downgrade.

These rating actions and assessment changes have been taken:

  -- $100 million senior secured term loan, downgraded to B3
     (LGD3, 33%) from B1 (LGD3, 32%);

  -- $154.7 million senior subordinated notes, downgraded to Caa3
     (LGD5, 83%) from Caa1 (LGD5, 83%);

  -- Corporate family rating, downgraded to Caa1 from B2;

  -- Probability of Default rating, downgraded to Caa3 from B2.

The company was placed on review for further downgrade.

The ratings downgrade reflects the company's weak liquidity
position due to upcoming debt maturities in the next seven months
and slow progress on early refinancing attempts.  The ratings
downgrade also reflects the anticipated effect of the economic
recession on the company's projected financial performance.  The
ratings downgrade considers the year over year improvement in the
company's YTD financial performance through September 2008 but
overweighs the highly level of uncertainty for the commercial
market given that there are already signs of weakening.
Importantly, a weakening commercial market could easily offset the
short term benefits from increased infrastructure spending.

The rating considers the company's ABL facility and its priority
claim on accounts receivable, inventory, and rental equipment. The
rating also considers the company's leveraged balance sheet and a
high level of goodwill and intangible assets.  Moody's believes
that it will be difficult for the company to meaningfully de-
leverage its balance sheet in the current business environment.
Moody's views the exchange offer as a distressed exchange and
reflects the high likelihood of this event through a Caa3
Probability of Default rating.  If the exchange takes place,
Moody's will classify this distressed exchange as a limited
default and change the PDR to include a LD designation upon
closing of the Exchange Transaction.  The going-forward PDR will
need to be updated shortly following the closure of the
transaction and the recognition that the limited default has
occurred.

The company's ratings have been placed on review for possible
further downgrade to reflect the ongoing uncertainty regarding the
company's outstanding debt exchange offer and its ability to
refinance its debt maturities on a timely basis.  Dayton Superior
announced on July 15, 2008 that it had commenced a private offer
to exchange its 13% Senior Subordinated Notes due June 15, 2009 in
a private placement in exchange for an equal amount of newly
issued Senior Secured notes due Sept. 30, 2014.  The new notes are
being offered with similar interest terms to the maturing
securities but result in an extension of the maturity date. The
exchange expiration date has been extended until 11:59 p.m. EST,
on Jan. 9, 2009.

The last rating action was Sept. 24, 2008 when Moody's changed the
company's ratings outlook to negative.

Headquartered in Dayton, Ohio, Dayton Superior Corporation is the
largest North American manufacturer and distributor of metal
accessories and forms used in concrete construction, as well as
metal accessories used in masonry construction.  Dayton provides
these specialized products to the non-residential construction
market for use in infrastructure, institutional, and commercial
projects.  Total revenues for the trailing twelve months ended
September 30, 2008 were $488 million.


DELPHI CORP: Columbus Balks at Subpoenas, Wants to Focus on Biz
---------------------------------------------------------------
Columbus Hill Capital Management, L.P., filed motions before the
U.S. Bankruptcy Court for the Southern District of New York to
quash subpoena served on Howard Kaminsky, co-managing member
of the general partner of Columbus Hill, on October 31, 2008.

Lynne M. Fischman, Esq., at Andrews Kurth LLP, in New York,
reiterates that Columbus Hill has been more than accommodating in
responding to Delphi Corp.'s prior subpoenas.  Delphi has issued
the subpoena in connection with its $2.55 billion lawsuit against
Appaloosa Management, L.P., and other investors.  In the lawsuit,
Delphi seeks specific performance from the investors on their
commitment to invest $2.55 billion in Delphi after the investors
backed out and stalled Delphi's bankruptcy exit plan.

Columbus Hill was not named as defendant in the lawsuit.  Columbus
Hill was party to the Additional Investor Agreement, dated
July 20, 2007, under which it as one of the "additional
investors".

Ms. Fischman notes that Columbus Hill has already expended
countless lawyer hours and other resources responding to two
subpoenas for documents and submitting to two depositions.
However, the status of a witness as a nonparty to the underlying
litigation entitles the witness to consideration regarding expense
and inconvenience, she points out.

At a time of extreme volatility in the financial markets when the
two principals of a small investment fund need to focus their
attention on running their business, purporting to subject
Mr. Kaminsky to another deposition is unduly burdensome,
vexatious and harassing, Ms. Fischman asserts.

Ms. Fischman stresses that the October 31 Subpoena should be
quashed because it is highly unlikely that Delphi could obtain
any new or additional information from a third deposition of
Columbus Hill.  There can be no legitimate reason why Delphi
needs to examine Columbus Hill a third time, she contends.

                      About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.
(Delphi Bankruptcy News, Issue No. 152; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Court OKs Creditors' Retention of Moelis & Co.
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved, on a final basis, the retention of the Official
Committee of Unsecured Creditors in Delphi's cases of Moelis &
Company LLC, as co-investment banker, in cooperation with
Jefferies & Company, Inc., effective nunc pro tunc to July 1,
2008.

The Creditors Committee tapped the services of Moelis after
professionals of Jefferies who performed investment banking
services to the Committee moved to Moelis.

According to the transcript of the 31st Omnibus Hearing,
Michael Riela, Esq., at Warner Stevens, LLP, informed Judge Drain
that Jefferies will continue to be retained in the case, but
there was going to be a sharing of the fees.  Mr. Riela also
assured the Court that the Debtors' estates would not incur
additional expenses as a result of the retention of two
investment bankers.

Committee Chairperson David Daigle said, "At this critical
juncture, the Committee needs to be fully engaged in assessing
the Debtors' reorganization alternatives without the delay or
undue cost that would be incurred by losing the knowledge and
expertise the Moelis professionals have.  Losing access to these
professionals could hinder the Committee's ability to effectively
respond to new developments and necessary modifications to the
Plan", Mr. Daigle asserts.

The Moelis professionals primarily responsible for providing
services to the Committee are (i) William Q. Derrough, (ii) Isaac
Lee, and (iii) David Groban.

The Committee selected Moelis as its investment banker for the
purpose of providing assistance and advice, in cooperation with
Jefferies, with respect to any potential strategy for
restructuring the Debtors' outstanding indebtedness, labor costs
or capital structure, whether pursuant to a reorganization plan,
a sale of assets pursuant to Section 363 of the Bankruptcy Code,
a liquidation or otherwise, Mr. Daigle relates.

The Committee seeks to continue to use the services of the
Jefferies as its co-investment banker.  Jefferies will be
primarily responsible for services related to asset sales,
analysis of debtor-in-possession financing and labor, pension and
OPEB issues.  Jefferies and Moelis have entered into an agreement
whereby they would allocate between themselves the fees earned
from the services rendered to the Committee, Mr. Daigle explains.

Moelis will be entitled to receive from the Debtors' estates, as
compensation for its services:

  (1) $131,250 monthly fee; and

(ii) and a transaction fee of 1/3 of (i) 0.50% of total
      consideration greater than $0.50 and up to $0.75 per $1 of
      allowed unsecured claim and (ii) 0.75% of Total
      Consideration, as defined in the Engagement letter,
      greater than $0.75 per $1 of allowed unsecured claim.

The transaction fee will not be less than $670,000 or greater
than $3,330,000, however, Moelis has reserved the right to
request modification of the cap.

For purposes of clarification, the engagement Letter defines
Total Consideration as "[T]he total aggregate consideration paid
by the Debtors on account of allowed unsecured claims against the
Debtors pursuant to a plan or plans of reorganization in the
Cases, including any amounts in escrow, but excluding any
unsecured claims of, and consideration paid by the Debtors on
account of claims of, the Pension Benefit Guaranty
Corporation or any assignee of the PBGC.

                     About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.
(Delphi Bankruptcy News, Issue No. 152; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Quinn Emmanuel Represents Objecting Tranche C Lenders
------------------------------------------------------------------
Susheel Kirpalani, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, informs the U.S. Bankruptcy Court for the Southern
District of New York that his firm represents certain of the
lenders, known as the Tranche C Collective, under Delphi Corp.'s
$4.35-billion debtor-in-possession credit facility:

  * Aberdeen Loan Funding Ltd. and
    Highland Credit Opportunities CDO Ltd.
    13455 Noel Road, STE 800, Dallas, TX 75240

  * Anchorage Capital Master Offshore, Ltd., and
    Anchorage Crossover Credit Offshore Master Fund, Ltd.
    610 Broadway, 6th Floor, New York, NY10012

  * Carlson Capital, L.P.
    2100 Mckinney Avenue, Suite 1600, Dallas TX 75201

  * Geer Mountain Financing Ltd. and
    OHP CBNA Funding LLC
    650 Fifth Avenue, 9th Floor, New York, NY 10019

  * Hillmark Funding Ltd., and
    Stoney Lane Funding Ltd.
    600 Madison Avenue, 16th Floor, New York, NY 10022

  * Luxor Capital, LLC
    767 Fifth Avenue, 19th Floor, New York, NY 10153

  * Mariner LDC,
    Mariner Tricadia Credit Strategies Master Fund Ltd., and
    Distressed and Special Situations Master Fund Ltd.
    767 Third Avenue, 11th Floor, New York, NY 10017

  * Monarch Alternative Capital LP
    535 Madison Avenue, New York, NY 10022

  * Newstar Credit Partners, Ltd.
    2 Stamford Plaza, Stamford, CT 06901

  * Pentwater Credit Partners, Ltd
    227 W. Monroe, Suite 4000, Chicago, IL 60606

  * RiverSource Investments, LLC, on behalf of certain of
    its portfolio funds
    100 N. Sepulveda Blvd., Suite 650, El Segundo, CA 90245

  * Silver Point Capital Fund, L.P.
    Two Greenwich Plaza, 1st Floor, Greenwich, CT 06830-6353

  * Spectrum Investment Partners, L.P.
    1250 Broadway , Suite 810, New York, NY 10001

  * WCAS Fraser Sullivan Investment Management, LLC
    400 Madison Avenue, 9th Floor, New York, NY 10017

  * West Gate Horizon Advisors, on behalf of certain of
    its portfolio funds
    333 South Grand Avenue, Suite 4100, Los Angeles, CA, 90071

  * Whitehorse I, Ltd., Whitehorse II, Ltd.,
    Whitehorse III, Ltd., and Whitehorse IV, Ltd.
    200 Crescent Court, Suite 1414, Dallas, TX 75201

The Debtors' $4,350,000,000 DIP facility comprises:

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

      B           $500,000,000 first priority term loan

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

Delphi has entered into an accommodation agreement with JP Morgan
Chase Bank, N.A., the administrative agent under the Credit
Facility and majority of the Tranche A and B lenders in order to
extend the maturity date of the facility until June 30, 2009.
Delphi wanted its DIP loans extended because it is unable to meet
its plans of emerging from bankruptcy by Dec. 31, 2008, when the
DIP loan was also set to mature.

The Tranche C collective filed an objection to the Accommodation
Agreement, saying the other lenders who agreed to the extension
arranged a "sweetheart deal" for themselves.  The Group said the
arrangement would "trample" their rights by giving additional
liens to the other lenders that have consented to the extension.

The Court nonetheless approved the Accommodation Agreement. The
Tranche C Collective has not filed an appeal to the Bankruptcy
Court's ruling.

                        About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.
(Delphi Bankruptcy News, Issue No. 152; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Wins Court OK for GM Liquidity Enhancement Deals
-------------------------------------------------------------
Delphi Corp. and its affiliates obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to enhance
their liquidity through June 30, 2009, by entering into two
agreements with General Motors Corp:

   -- The Debtors obtained permission to amend and extend, through
June 30, 2009, their current arrangement with GM pursuant to which
GM has agreed to provide up to $300 million of liquidity
enhancement; and

   -- The Debtors obtained authority to enter into a new
agreement with GM whereby GM would provide an additional aggregate
$300 million during the second quarter of 2009 through a temporary
acceleration of its accounts payable to the Debtors.

Delphi did not receive objections to the GM deals but asked the
Bankruptcy Court to defer for seven days, to Dec. 1, 2008, the
hearing on their proposed deals with General Motors Corp., to
permit further discussions by the parties on the proposed changes
to its $4.35-billion DIP facility.  Delphi has entered into an
accommodation agreement with JPMorgan Chase Bank, N.A., as the
administrative agent under the DIP facility, and majority of the
lenders under tranches A and B of the facility.  The Accommodation
Agreement, which grants Delphi access to DIP financing until
June 30, 2009, faced opposition by the tranche C lenders, but
nonetheless, was subsequently approved by the Court.

As reported by the Troubled Company Reporter on Nov. 18, the two
agreements will afford the Debtors additional liquidity of
up to $600 million through the end of the second quarter of
2009.  This will also provide the Debtors the time to seek
sufficient emergence funding capital to allow them to emerge from
chapter 11 as soon as practicable.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in Chicago, Illinois, relates that through the Second
Amendment Agreement and the Partial Temporary Accelerated Payment
Agreement, GM would provide additional liquidity to the Debtors
through the second quarter of 2009, during the period covered by
the accommodation agreement with certain of the DIP Lenders.

The Debtors said the liquidity provided by the agreements
with GM should help facilitate their plan modifications and
emergence strategy while addressing the concerns of Delphi's
customers and suppliers.

                   More GM Support to Delphi

According to Mr. Butler, the relief sought by Delphi reflects
GM's further support for the Debtors' reorganization efforts.
GM has already made significant and substantial contributions
to the Debtors' reorganization efforts.  On September 26, 2008,
the Debtors received the authority to implement the Amended GSA
and the Amended MRA, which agreements became effective on
September 29, 2008.  The Amended GSA and Amended MRA, among other
things, produced $4.6 billion in incremental net contributions to
Delphi from GM (resulting in an expected net contribution from GM
in the approximate amount of $10.6 billion), pulled forward GM's
financial obligations under the global settlement agreement and
master restructuring agreement approved as part of the Plan to
the effective date of the Amended GSA and Amended MRA, made all
of GM's incremental financial contributions in the Amended GSA
and Amended MRA immediately and unconditionally effective on the
effective date of the Amended GSA and Amended MRA, eliminated
substantially all of GM's termination rights, and eliminated
substantial conditional aspects of the Original GSA and Original
MRA.  The agreements became effective on September 29, 2008, and
the Debtors and GM executed the first step of the section 414(l)
transfer on that date, transferring approximately $2.1 billion of
the Debtors' net unfunded hourly pension liabilities to GM's
pension plan.

              Delphi Couldn't Find Exit Financing
                     Amid Worst Bear Market

Following the implementation of the Amended GSA and the Amended
MRA, the Debtors continued to take steps toward emergence from
chapter 11.  On October 3, 2008, the Debtors filed the Plan
Modification Approval Motion which included the Debtors' revised
emergence business plan and enterprise valuation.  That same day,
the United States House of Representatives approved the federal
bailout plan, now known as the Troubled Asset Relief Program or
"TARP."  However, on the following Monday, and for much of the
rest of the month of October, the global credit markets seized up
and experienced one of the five worst bear markets in history.

Despite the efforts of the federal government to provide
stability to the capital markets and banks, the markets have
remained extremely volatile and liquidity in the capital markets
has been nearly frozen, resulting in an unprecedented challenge
for the Debtors to successfully attract emergence capital funding
for their Modified Plan, particularly in light of the current
conditions in the global automotive industry, Mr. Butler
explains.

"Nevertheless, assuming that this Court approves this Motion and
the Accommodation Motion, the Debtors will continue to work with
their stakeholders in an effort to emerge from chapter 11 as
quickly as practicable despite the difficult economic
environment," Mr. Butler avers.

                     Amended GM Arrangement

The Amended GM Arrangement, as modified by the Second Amendment
Agreement, functions as an adjunct to the Debtors' $4-billion DIP
financing facility, effectively providing Delphi with
$300 million in additional unsecured, subordinated advancements
from GM, thereby continuing a definite and reliable source of
liquidity during an extended period of uncertainty in the capital
markets generally and the automotive industry in particular.

Under the terms of the Second Amendment Agreement, GM has agreed,
subject to this Court's approval, to make available to the
Debtors up to $300 million through the maturity date of the
Second Amendment Agreement, subject to certain modified borrowing
mechanics and provided that certain conditions are met.  The
maturity date for the Second Amendment Agreement will be the
earliest of:

   (i) June 30, 2009,

  (ii) the date on which Delphi or any guarantor of the GM
       Arrangement files any motion or other pleading seeking to
       amend the Plan or Disclosure Statement filed by the
       Debtors on October 3, 2008 in a manner not reasonably
       acceptable to GM,

(iii) the DIP Termination Date,

  (iv) on or after January 1, 2009, the expiration or
       termination of the Accommodation Agreement or the
       Accommodation Period, and

   (v) the occurrence of the effective date of the Plan.

In addition, certain modifications were made to the Amended GM
Arrangement that protects GM in the event the Accommodation
Agreement is modified in a manner adverse to GM.  In such
circumstance, to the extent that Delphi seeks continued access to
the Second Amended GM Arrangement, GM would have approval rights
with respect to such modifications to the Accommodation
Agreement.  Other proposed modifications to the Amended
GM Arrangement are largely technical and conforming changes.

Effectiveness of the Second Amendment Agreement is conditioned
on, among other things, (i) the Debtors having no Automatic
Accommodation Termination Default and no Accommodation Default
and (ii) entry of a final, non-appealable order by the Court
approving the Accommodation Agreement and the Second Amendment
Agreement on or prior to December 31, 2008.

Upon the effectiveness of the Second Amendment Agreement, the
terms and conditions of the Amended GM Arrangement will remain in
full force and effect, including the provisions that GM and its
relevant Affiliates will have (a) allowed claims with
administrative expense priority pursuant to Section 503(b)(1) of
the Bankruptcy Code against Delphi and the GM Guarantors under and
as defined in the DIP Credit Agreement for all Obligations owing
to GM or any applicable GM Affiliates and (b) all other rights
under the Amended GM Arrangement and the Second Amendment
Agreement, including, without limitation, the ability to exercise
the right to set off and apply, subject to the terms of the
Amended GM Arrangement and the Second Amendment Agreement, any
indebtedness or liabilities owing by GM or the GM Affiliates to or
for the credit or the account of Delphi or the GM Guarantors
against any and all GM Arrangement Obligations of Delphi or the GM
Guarantors without the need to seek additional modification of the
automatic stay imposed pursuant to Section 362 of the Bankruptcy
Code and without further order of the Court.

Pursuant to a side letter between Delphi and GM, GM has agreed
that prior to the earlier of (i) the occurrence of the DIP
Termination Date, (ii) the effectiveness of the Debtors' plan of
reorganization, or (iii) the receipt of DIP Agent consent, GM
will not assert or exercise against any of the GM GSA Claims any
setoff of any amounts payable by GM or any of its Affiliates to
Delphi or any of its affiliates.  The GM GSA Claims are the First
Net Liability Transfer Claim, the Second Net Liability Transfer
Claim, and the GM Unsecured Claim.  The Side Letter does not
prejudice other parties' rights to contest GM's setoff rights if
(a) the Side Letter does not become effective or (b) one of the
events set forth in clauses (i)-(iii) above has occurred.  The
Side Letter will become effective on the date when all of the
conditions precedent set forth in section 3 of the Second
Amendment Agreement have been satisfied or waived.

Copies of the New GM Agreements are available at no charge at
http://bankrupt.com/misc/Delphi_GM_DealsNov08.pdf

                      About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.
(Delphi Bankruptcy News, Issue No. 152; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EARTHFIRST CANADA: Court Extends CCAA Protection Until January 30
-----------------------------------------------------------------
The Court of Queen's Bench of Alberta, Judicial Centre of Calgary
extended until Jan. 30, 2009, of the initial Order granted on Nov.
4, 2008, under which EarthFirst Canada Inc. was granted creditor
protection under the Companies' Creditors Arrangement Act.

The extension was supported by Ernst & Young Inc., the
Court-appointed Monitor of EarthFirst's CCAA process and was not
objected to by counsel to EarthFirst's secured creditor, WestLB
AG.

EarthFirst said it is pursuing restructuring options, which
include the sale of certain of its assets.  The company has
engaged Blair Franklin Capital Partners Inc. and GMP Securities
L.P. as financial advisors to assist in a sale.  Moreover, The
company said it expects to engage an additional advisor to assist
in the potential sale of certain wind turbines currently being
constructed for the Dokie 1 wind project.

The engagement remains subject to the approval of EarthFirst's
board of directors and the approval of the Court.

                    About EarthFirst Canada Inc.

Headquartered in Canada, EarthFirst Canada Inc. (TSX: EF, EF.WT) -
- http://www.earthfirstcanada.com/-- fka Dokie Wind Energy Inc.,
is a developer of renewable wind energy.  On Dec. 11, 2007, the
company acquired Bonavista Wind Power Inc., Windrise Power Inc.,
Benchlands Wind Power Corp., Buffalo Atlee Wind Energy Inc., and
Grand Valley Wind Farms Inc.


ENERGY KING: Sept. 30 Balance Sheet Upside Down by $1.9 Million
---------------------------------------------------------------
Energy King Inc.'s balance sheet as of Sept. 30, 2008, showed
total assets of $9,647,485 and total liabilities of $11,603,822,
resulting in total stockholders' deficit of $1,956,337.  For the
three months ended Sept. 30, 2008, the company posted a net loss
of $992,206.

Jeffrey R. Hultman, chief executive officer and principal
accounting officer, related that as of Sept. 30, 2008, the Company
had negative working capital of $4,149,148.  "Further, the Company
incurred net losses of $3,030,295 and $1,078,190 for the nine
months ended Sept. 30, 2008, and the year ended Dec. 31, 2007,
respectively.  These factors create uncertainty as to the
company's ability to continue as a going concern.  The company
plans to improve its financial condition by obtaining new
financing.  Also, the company plans to pursue certain acquisition
prospects to attain profitable operations."

A full-text copy of the company's Quarterly Report is available
for free at: http://researcharchives.com/t/s?35b8

In its amended Annual Report filed Nov. 12, 2008, the company
restated its consolidated financial statements for the year ended
Dec. 31, 2007, in order to correct an error relating to the
accounting for the Nov. 15, 2007 amendments to the agreement with
the two sellers of Energy King, Inc.  On Sept. 28, 2006, effective
Sept. 30, 2006, Buckeye Ventures, Inc., acquired 100% of the
outstanding stock of Energy King, Inc., for $3,900,000 in notes
payable with no cash consideration.  The company recorded the
Nov. 15, 2007 resolution of the $1,900,000 contingent
consideration relating to the EKI acquisition as a $1,900,000
addition to goodwill and notes payable.  As restated, the company
reflected the $1,900,000 as a discount on the notes payable and
has accreted $58,226 of the $1,900,000 as interest expense for the
period Nov. 15, 2007, to Dec. 31, 2007.

Michael T. Studer CPA P.C., in Freeport, New York, wrote to the
Board of Directors and stockholders of Energy King on March 31,
2008, the company's financial situation raises substantial doubt
about its ability to continue as a going concern.

A full-text copy of the Amended Annual Report is available for
free at http://researcharchives.com/t/s?35b9

                        About Energy King

Energy King, Inc., formerly Buckeye Ventures, Inc., collectively
with its subsidiaries, is a national provider of comprehensive
heating, ventilation and air conditioning installation,
maintenance, repair and replacement services within the mechanical
services industry.  The company operates primarily in the
residential HVAC markets.

Effective February 15, 2008, Buckeye Ventures, Inc. changed its
name to Energy King, Inc. to better reflect the scope of services
provided by the company.  The company was originally incorporated
in Nevada in June 2005.


ENTELLIUM CORP: Seeks Sale of Biz. to Intuit for $7.6 Million
-------------------------------------------------------------
Court documents say that Entellium Corp. is seeking to be acquired
by Intuit Inc. through a bankruptcy auction.

Entellium Corporation along with affiliate Entellium NA made a
voluntary filing under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Western
District of Washington following the resignation of the company's
chief executive officer Paul Johnston and chief financial officer
Parrish Jones.

According to the company, the two officers stepped down from
their positions with the company on Sept. 30, 2008, when the
company found out that both officers were keeping two sets of
financial records for the company.  The company said that one
record reflected accurate date and the other showed inflated
revenue and was used to obtain 10 of millions of dollars from
investors.

Erick Larson of Bloomberg News, citing in an affidavit filed by
Federal Bureau of Investigation, that the officers told the
company's board it had $15.4 million in total revenue from 2006 to
2008, when the actual amount was $3.76 million.  Robert Gombiner
of the Federal Republic Defender's Office in Seattle represents
Mr. Johnston and Jeffrey Robinson of Schroeter, Goldmark & Bender
in Seattle represents Mr. Jones, Mr. Larson relates.

Messrs. Johnston and Jones have been arrested on Oct. 7, 2008, but
Mr. Jones is free on bond, Mr. Larson notes.

The United States Attorney, at behest of the company, filed a
complaint against the officers in the United States District Court
for the Western District of Washington on Oct. 7, 2008, alleging
violation of federal law.  The company lost the support and
confidence of its investor as a result.  They were unable to
operate profitably on a long-term basis without investor support,
the company lamented.

Since the resignation of the two officers, the company laid
off about 114 of its personnel and it did not pursue to find a
replacement CEO or CFO.  However, the company said that they are
pushing a plan to sell their certain intellectual property assets
as part of a going concern under Section 363 of the Bankruptcy
Code.

Chris Kanaracus at IDG News Service reports that Entellium decided
that the best means to maximize the value of the business is
through a sale of its CRM-related intellectual property assets.
According to IDG News, Entellium contacted about 28 potential
buyers, leading to "discussions with seven interested parties,
including four offers to buy the Debtors' customer base."
Entellium, says the report, eventually started talks with Intuit,
coming to terms on an asset purchase agreement.

According to court documents, Entellium said that it had then
arranged a deal for Intuit to purchase the company for about
$7.6 million in cash.

Court documents say that the agreement is subject to better offers
from other parties.  Intuit spokesperson Diane Carlini said that
the company hopes to be Entellium's new owner, IDG News reports.

Reuters relates that the sale must be approved by the U.S.
Bankruptcy Court for the Western District of Washington, or
Entellium said it that it would have to liquidate.

Intuit, says Reuters, has also agreed to provide bankruptcy
financing for Entellium.

                         About Entellium

Seattle, Washington-based Entellium Corp. --
http://www.entellium.com-- is a U.S. software company that
develops on-demand Customer Relationship Management software for
small and midsize businesses.  As reported in the Troubled Company
Reporter on Dec. 4, 2008, Entellium filed for Chapter 11
protection in the U.S. Bankruptcy Court for the Western District
of Washington, listing $37.7 million in assets and $12.7 million
in liabilities.


ENTELLIUM CORP.: Voluntary Chapter 11 Case Summary
--------------------*-----------------------------
Debtor: Entellium Corporation
        1011 Western Ave., #800
        Seattle, WA 98104

Bankruptcy Case No.: 08-18286

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Enterllium NA                                      08-18287

Chapter 11 Petition Date: December 2, 2008

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Christine M. Tobin, Esq.
                  ctobin@bskd.com
                  Gayle E. Bush, Esq.
                  gbush@bskd.com
                  Katriana L. Samiljan, Esq.
                  ksamiljan@bskd.com
                  Bush Strout & Kornfeld
                  601 Union St., Suite 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110

Total Assets: $37,711,413

Total Debts: $12,718,774

The Debtor did not file a list of 20 largest unsecured creditors.

The petition was signed by Melisah Wojtacha, vice president of
human resources of the company.


ERNIE HAIRE: Seeks Court's OK to Continue Use of Cash Collateral
----------------------------------------------------------------
Ernie Haire Ford Inc. said is asking the United States Bankruptcy
Court for the Middle District of Florida to approve its second
interim use of cash collateral, according to Mike Schoek of the
Deal.

A person with knowledge of the matter said the company was allowed
to access cash collateral on the interim basis on Nov. 26, 2008,
Mr. Schoek relates.

Mr. Schoek, citing papers filed with the Court, says the company
needs to use monthly cash collateral to pay $194,000 in payroll
and business expenses.

                         About Ernie Haire

Headquartered in Tampa, Florida, Ernie Haire Ford, Inc. --
http://ernie-haireford.dealerconnection.com-- is a Ford dealer
for about 38 years.  The company also sells used and new
automobiles.  The company filed for Chapter 11 protection on
November 24, 2008 (Bankr. M.D. Fla. Case No. 08-18672).  Geoffrey
Todd Hodges, Esq., at G. T. Hodges, PA, represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$10 million to $50 million each.


FINLAY ENTERPRISES: Waivers on $162.8MM Notes Cues S&P's SD Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on New York City-based Finlay Enterprises Inc.
(Finlay), and its wholly owned subsidiary Finlay Fine Jewelry, to
'SD' (selective default) from 'CC'.  S&P also lowered the issue-
level rating on Finlay's 8 3/8% senior notes due June 2012 to 'D'.

At the same time, S&P removed the ratings from CreditWatch with
negative implications, where they were placed on Nov. 17, 2008. In
addition, S&P withdrew its recovery rating on the senior notes.

The downgrade reflects the company's announcement that it has
received consent and waivers with respect to the $162.8 million
aggregate principal amount, or 81.4%, of the senior notes.  As S&P
notesd on Nov. 17, 2008, S&P considered the offer a distressed
exchange and, as such, tantamount to a default.  The rating
actions reflect effective completion of the tender offer.

"We will continue to rate Finlay," said Standard & Poor's credit
analyst David Kuntz, "and could raise the rating back to the 'CCC'
category, depending on S&P's assessment of the company's new
capital structure and liquidity profile."


FIRSTLIGHT POWER: Fitch Takes Rating Actions on Outstanding Debts
-----------------------------------------------------------------
Fitch Ratings has taken this action on the Issuer Default Rating
and/or outstanding debt ratings for FirstLight Power Resources and
FirstLight Hydro Generating Co.  The Rating Outlook for all
ratings is Stable.

FirstLight Power Resources

  -- IDR upgraded to 'B+' from 'B';

  -- First lien credit facilities upgraded to 'BB/RR2' from
     'BB-/RR2';

  -- Second lien credit facilities upgraded to 'B/RR5' from
     'B-/RR5'.

FirstLight Hydro Generating Company

  -- Senior secured bonds affirmed at 'BBB-'.

The FLPR upgrade reflects the improved credit metrics since the
ratings were assigned.  FLPR's financial results have exceeded
those assumed in Fitch's analysis, although cash flow is below the
sponsor's original projections.  Consolidated debt service
coverage ratios were 1.15 times in 2007 and are expected to be
approximately 1.35x in 2008, surpassing Fitch's original
projections each year.  Furthermore, Fitch anticipates that by
year-end, FLPR will have repaid approximately $46 million of the
first lien credit facility, or $31 million more than Fitch
originally anticipated.

Notably, the improved results are despite an accelerated capital
expenditure program; through 2008 FLPR will have funded an
incremental $24 million over the original plan of $12 million in
2007/2008 for environmental improvements at Mt Tom (for a total of
$36 million).  These improvements are expected to go into service
in the third quarter of 2009 at an overall cost of $53 million.
The original program envisioned environmental expenditures
totaling $32 million with $20 million of that occurring in the
2011/2012 time frame.

Going forward, FLPR should benefit from the scheduled increase in
installed capacity prices through May 2010, a reduction in
interest expense due to the deleveraging, and relief from capital
expenditures at Mt Tom.

The FLHGC debt rating is linked to FLPR's rating, as FLHGC's
revenues are derived from the sale of its output to an affiliate
company that Fitch views to be an extension of FLPR.  However,
given the strong collateral position and ample debt service
coverage available to FLHGC creditors, the FLHGC rating is not
constrained by FLPR as Fitch believes FLHGC debt service may not
be interrupted in the event of FLPR distress.  Notably, cash flow
derived from FLHGC assets was approximately 2.9x FLHGC debt
service in 2007 and is expected to be approximately 3.7x in 2008.
The assigned ratings incorporate FLPR's expected acquisition by
GDF Suez Energy North America.  GSENA senior management has
represented to Fitch that there is no intention nor need to
relever FLPR.

FLHGC's assets consist mainly of a portfolio of wholly owned,
hydroelectric generation assets located in Connecticut and
Massachusetts.  Northfield Mountain, a nominal 1,080 MW pumped
storage facility, is the flagship of the portfolio.  The remaining
assets consist of 12 conventional hydroelectric plants
representing 195 MW and one 21 MW combustion turbine.  FLPR assets
consist of Mt Tom, a 146 MW coal fired facility, and FLHGC.


FORD MOTOR: Car Sales Drop to 118,818; Down 30% from 2007
---------------------------------------------------------
Ford, Lincoln, and Mercury outpaced industry-wide November sales,
thanks largely to F-Series truck sales, and grew its retail and
total market share for the second straight month.

Ford, Lincoln, and Mercury dealers reported total sales of 118,818
in November, down 30% versus a year ago, while industry-wide auto
sales in November were down an estimated 35% as the weakening
economy continues to take a toll on consumer confidence and
spending.

"The economy continues to weaken and auto sales reflect this
reality," said Jim Farley, Ford Group Vice President of Marketing
and Communications.  "At Ford, we are focused on executing our
plan. In 2009 and 2010, we'll launch an unprecedented number of
new vehicles, and every product will offer consumers the best or
among the best fuel economy in its class."

In recent weeks, Ford Motor has received significant endorsements
from independent third parties for its quality and safety.  Ford
Motor's initial vehicle quality is now on par with Toyota and
Honda, and Ford Motor now has more 5-star vehicles and Insurance
Institute for Highway Safety (IIHS) "Top Safety Picks" than any
other company in the industry.

November marked the official introduction of the all-new F-150. F-
Series sales totaled 37,911 including nearly 5,000 all-new 2009
model F-150s.  Ford Motor's F-Series has been America's No. 1-
selling truck for 31 years in a row, and the new F-150 is designed
and engineered to further raise the bar in the light- duty pickup
market.

The 2009 model Ford F-150 has class-leading capability with 11,300
pounds towing and 3,030 pounds payload and unsurpassed fuel
economy of 21 mpg highway with the SFE package, which is available
on F-150's highest-volume XL and XLT series.

The new 2009 F-150 also earned the IIHS's "Top Safety Pick" award,
the Texas Auto Writers Association's "Truck of Texas" top honor
and is projected to have the best residual value of full-size
light-duty pickups according to the Automotive Leasing Guide.

North American Production

The company plans to produce 430,000 vehicles in the first quarter
of 2009.  During the first quarter of 2008, the company produced
692,000 vehicles.  The fourth quarter 2008 production plan is
unchanged from the previously announced plan of 430,000 vehicles.

"We believe the economy will continue to weaken in 2009," said Mr.
Farley.  "Our near-term production plan reflects this view, as we
continue to align capacity with customer demand."

           FORD MOTOR COMPANY NOVEMBER 2008 U.S. SALES

                  November        %       Year-To-Date        %
              2008     2007   Change    2008       2007    Change
              ----     ----   ------    ----       ----    ------
Sales By
Brand

Ford       103,055  147,310  -30.0  1,571,543  1,927,596  -18.5
Lincoln      8,019    8,744   -8.3     98,242    121,422  -19.1
Mercury      7,744   13,204  -41.4    111,375    155,791  -28.5
             -----   ------            ------    -------
Total Ford,
Lincoln and
Mercury    118,818  169,258  -29.8  1,781,160  2,204,809  -19.2
Volvo        4,404    8,227  -46.5     68,149     96,872  -29.7
             -----    -----            ------     ------
Total
Ford Motor
Company    123,222  177,485  -30.6  1,849,309  2,301,681  -19.7

Ford,
Lincoln
And
Mercury
Sales By
Type Cars   37,272   54,439  -31.5    628,878    698,252   -9.9

Crossover
Utility
Vehicles    22,016   33,271  -33.8    340,471    372,747   -8.7

Sport
Utility
Vehicles    10,586   17,575  -39.8    148,084    253,389  -41.6

Trucks and
Vans        48,944   63,973  -23.5    663,727    880,421  -24.6
            ------   ------           -------    -------
Total
Trucks      81,546  114,819  -29.0  1,152,282  1,506,557  -23.5
            ------  -------         ---------  ---------
Total
Vehicles   118,818  169,258  -29.8  1,781,160  2,204,809  -19.2

              FORD BRAND NOVEMBER 2008 U.S. SALES
                 November        %       Year-To-Date        %
              2008     2007   Change    2008       2007    Change
              ----     ----   ------    ----       ----    ------
Crown
Victoria     2,934    5,170  -43.2     45,550     56,456  -19.3

Taurus       3,040    3,895  -22.0     49,207     61,770  -20.3

Fusion       8,914   12,278  -27.4    137,295    136,007    0.9

Focus        8,194   13,213  -38.0    184,152    159,190   15.7

Mustang      3,667    7,352  -50.1     87,224    126,311  -30.9

GT               0        0     NA          0        231 -100.0
                 -        -                 -        ---
Ford Cars   26,749   41,908  -36.2    503,428    539,965   -6.8

Flex         2,203        0     NA     11,772          0     NA

Edge         5,080   12,594  -59.7    104,861    116,403   -9.9

Escape      10,019   12,383  -19.1    145,577    152,294   -4.4

Taurus X     1,234    2,728  -54.8     22,141     37,343  -40.7
             -----    -----            ------     ------
Ford
Crossover
Utility
Vehicles    18,536   27,705  -33.1    284,351    306,040   -7.1

Expedition   4,371    5,627  -22.3     51,290     82,771  -38.0

Explorer     4,763    8,609  -44.7     73,093    126,930  -42.4
             -----    -----            ------    -------
Ford Sport
Utility
Vehicles     9,134   14,236  -35.8    124,383    209,701  -40.7

F-Series    37,911   46,568  -18.6    473,933    635,520  -25.4

Ranger       3,311    4,938  -32.9     62,017     67,147   -7.6

Econoline/
Club Wagon   6,915   11,100  -37.7    116,763    153,876  -24.1

Freestar         0        0     NA          0      2,390 -100.0

Low Cab
Forward         34      151  -77.5        809      2,573  -68.6

Heavy Trucks   465      704  -33.9      5,859     10,384  -43.6
               ---      ---             -----     ------
Ford Trucks
and Vans    48,636   63,461  -23.4    659,381    871,890  -24.4
            ------   ------           -------    -------
Ford
Brand      103,055  147,310  -30.0  1,571,543  1,927,596  -18.5

               LINCOLN BRAND NOVEMBER 2008 U.S. SALES
                 November        %       Year-To-Date        %
              2008     2007   Change    2008       2007    Change
              ----     ----   ------    ----       ----    ------
MKS          1,958        0     NA     10,882         0      NA
MKZ          1,805    2,712  -33.4     28,028    31,190   -10.1
Town Car     1,454      488  198.0     14,285    26,545   -46.2
MKX          1,526    3,360  -54.6     26,962    34,097   -20.9
Navigator      968    1,672  -42.1     13,739    21,759   -36.9
Mark LT        308      512  -39.8      4,346     7,831   -44.5
               ---      ---             -----     -----
Lincoln
Brand        8,019    8,744   -8.3     98,242   121,422   -19.1

                MERCURY BRAND NOVEMBER 2008 U.S. SALES
                 November        %       Year-To-Date        %
             2008     2007   Change    2008       2007    Change
             ----     ----   ------    ----       ----    ------
Grand
Marquis     2,437    4,702  -48.2     27,495    46,577   -41.0
Sable       1,230    1,180    4.2     15,586    19,663   -20.7
Milan       1,639    3,449  -52.5     29,174    34,312   -15.0
Mariner     1,954    2,206  -11.4     29,158    32,610   -10.6
Mountaineer   484    1,667  -71.0      9,962    21,929   -54.6
Monterey        0        0     NA          0       700  -100.0
                -        -                 -       ---
Mercury
Brand       7,744   13,204  -41.4    111,375   155,791   -28.5

                  VOLVO BRAND NOVEMBER 2008 U.S. SALES
                  November        %       Year-To-Date        %
             2008     2007   Change    2008       2007    Change
             ----     ----   ------    ----       ----    ------
S40           622    1,239  -49.8      9,260    16,997   -45.5
V50           166      239  -30.5      1,723     2,665   -35.3
S60           431    1,575  -72.6      8,700    17,043   -49.0
S80           844      764   10.5     10,079    11,614   -13.2
V70           191      326  -41.4      3,003     3,428   -12.4
XC70          504    1,153  -56.3      8,708    11,179   -22.1
XC90        1,145    2,244  -49.0     17,338    27,993   -38.1
C70           216      298  -27.5      5,358     4,220    27.0
C30           285      389  -26.7      3,980     1,733   129.7
              ---      ---             -----     -----
Volvo
Brand       4,404    8,227  -46.5     68,149    96,872   -29.7

                       About Ford Motor Co.

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

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

                       *     *     *

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

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


FORD MOTOR: Sufficient Liquidity Cues Moody's to Keep Caa1 Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 Corporate Family and
Probability of Default ratings of Ford Motor Company.  The
company's Speculative Grade Liquidity rating is unchanged at
SGL-3, and the company's rating outlook remains negative.  The
affirmation reflects Moody's view that Ford's current liquidity
position, which consisted of $18.9 billion of cash and
$10.7 billion of committed credit facilities at Sept. 30, should
be sufficient to cover the company's cash requirements during the
coming twelve months.  Moody's noted, however, that Ford continues
to face considerable operating, competitive and financial
challenges that contribute to the negative outlook and which could
result in pressure on the ratings.

These challenges include a potential decline in US automotive
shipments below the 12.5 million unit level underlying Ford's
operating plan, greater-than anticipated erosion in the important
European markets, or delays in achieving planned cost reductions.
Moody's also notes that Ford has submitted a proposal to receive a
$9 billion loan commitment from the US government that might be
drawn if market conditions are more difficult than anticipated.
While the provision of such a loan would likely strengthen the
company's liquidity profile, Moody's would assess the degree to
which the granting of security for such government loans or the
other terms and conditions which might be necessary to obtain such
loans would have any adverse implications for existing rated
obligations.

The last rating action on Ford was a downgrade of the company's
Corporate Family Rating to Caa1 from B3 on Nov. 7, 2008.

Ford Motor Company, headquartered in Dearborn, Michigan, is a
leading global automotive manufacturer.


FORD MOTOR: Willing to Work Under Gov't Oversight Board
-------------------------------------------------------
CEOs of General Motors Corp., Ford Motor Co., and Chrysler LLC
said on Thursday that they would be willing to put the companies
under a government oversight board's supervision to secure
financial help from the government, Josh Mitchell and Corey Boles
at The Wall Street Journal reports.

According to WSJ, Banking Committee Chairperson Christopher Dodd
asked the CEOs during a Senate hearing on Thursday whether they
would be willing to work within a structure similar to what was
established for Chrysler Corp.'s federal bailout in 1979-1980.
The report says that GM's Rick Wagoner, Ford Motor's Alan Mulally
and Chrysler's Robert Nardelli agreed that the board could have
the legal authority to dictate restructuring terms to the
companies and others including unions, suppliers, and dealers.

WSJ relates that Messrs. Wagoner, Mulally, and Nardelli admitted
that they made mistakes in their management and told the lawmakers
that they were unprepared for congressional hearings in November.
The report says that after the Congress criticized the CEOs for
not having credible plans to turn around their firms, the
executives came back with detailed turnaround plans for each of
their companies, increasing their financial aid request to
$34 billion from $25 billion.

According to WSJ, GM is asking for an immediate loan of about
$4 billion to stay afloat until year-end and an additional
$14 billion in 2009.  Chrysler, says WSJ, is asking for an
immediate loan of $7 billion by year-end, while Ford Motor seeks
for a $9 billion line of credit.

WSJ reports that as the Federal Reserve is expected to refuse the
automakers' requests, the Congress and the Bush administration
would decide on the matter.  WSJ relates that the Democratic
leaders have asked the Federal Reserve to review the turnaround
plans.  The report states that the central bank can lend to non-
financial companies on a fully secured basis.  Loans must be
backed by assets, and GM, Ford Motor, and Chrysler don't appear to
have collateral that would meet the criteria, according to the
report.

Sen. Dodd, WSJ states, was focusing on legislation that would
create a bridge loan for automakers, by diverting funds from an
loan program intended to help the industry retool to meet higher
fuel-economy standards.  WSJ reports that Senate Majority Leader
Harry Reid urged Sen. Dodd to move forward.  A bill supported by
Democrats that would draw on the $700 billion market rescue fund
couldn't pass Congress, the report says, citing Sen. Reid.

Citing people familiar with the matter, James Rowley and Linda
Sandler at Bloomberg News report that GM and Chrysler executives
are considering accepting a pre-arranged bankruptcy as last resort
in securing government bailout.  According to Bloomberg, the
source said that the staff for three members of Congress have
asked restructuring experts if a pre- arranged bankruptcy, which
would be negotiated with workers, creditors, and lenders, could be
used to reorganize the industry without liquidation.

     Automakers May Cut Temporary Pay for Laid-Off Workers

Sharon Terlep at Dow Jones Newswires relates that sources said
that automakers could seek to cut temporary pay for thousands of
laid-off employees.  The United Auto Workers, says the report, is
preparing to revise labor deals reached with GM, Ford Motor, and
Chrysler in 2007, agreeing to a delay in the payment of billions
of dollars into a massive retiree health-care trust and the
termination of the jobs bank program to help the companies secure
the federal loans.

According to Dow Jones, thousands of workers who are temporarily
out of a job get supplementary unemployment benefits called SUB
from the automakers under a separate fund.  The SUB pay is less
expensive for automakers on a per-worker basis than the jobs bank,
but workers receiving the benefit have increased as the companies
cut jobs and production due to decline in sales, states the
report.

                       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-'.


FORUM HEALTH: Moody's Extends Watchlist Review for 'Caa2' Rating
----------------------------------------------------------------
Moody's Investors Service is extending the Watchlist review period
for the Caa2 bond rating of Forum Health.  The rating remains on
Watchlist for potential downgrade.  Moody's expects to conclude
its review in January upon receipt and analysis of the
organization's strategic plan, which is expected to be completed
within the next month.

The last rating action was on Sept. 19, 2008 when the ratings of
Forum Health were downgraded to Caa2 from B3 and placed on
Watchlist for potential downgrade.

                           Rated Debt

  -- Series 1997A ($74 million outstanding): rated Baa1 based upon
     MBIA insurance, Caa2 underlying rating

  -- Series 1997B ($38 million): rated Baa1/SG based on MBIA
     insurance and standby bond purchase agreement from JPMorgan,
     Caa2 underlying rating

  -- Series 2002A ($26 million): rated Caa2

  -- Series 2002B ($8 million): Letter of credit from Fifth Third
      (expiration March 15, 2009)


FREMONT GENERAL: Taps KPMG Corporate as Financial Advisor
---------------------------------------------------------
Fremont General Corporation asks the United States Bankruptcy
Court for the Central District of California for permission to
employ KPMG Corporate Finance LLC as its financial advisor in
connection with a proposed transaction to support a Chapter 11
plan of reorganization.

The firm will:

   a) meet with the Debtor's Board of Directors to discuss
      the proposed transaction;

   b) assist the Debtor in evaluating, structuring, negotiating,
      and implementing the terms and conditions of the proposed
      transaction;

   c) working with the Debtor in preparing descriptive
      materials to be provided to potential parties to a
      transaction;

   d) assist the Debtor in identifying, contacting, and
      screening potential parties to a Transaction;

   e) review the Debtor's due diligence data room and
      coordinating the due diligence investigations of
      potential parties to a Transaction;

   f) analyze written and oral communications, proposals,
      or expressions of interest that are received from
      potential parties to a transaction, and subject to
      confidentiality restrictions sharing such
      communication, proposals, and expressions of interest
      and the firm's analysis and recommendations thereon with
      the Debtor, the Creditors Committee, and the Equity
      Committee; and

   g) provide testimony in court, if appropriate, on behalf
      of the Debtor.

The firm will receive an initial monthly fee of $125,000 in cash
upon the entry of an order approving the motion.  In addition,
the firm will receive:

   a) two earned upon receipt initial monthly fees of $75,000 in
      cash, with subsequent monthly fees of $25,000 payable in
      cash through the remainder of the agreement's term.

   b) If a deal is consummated, a contingent "Transaction Fee"
      equal to the greater of (i) $850,000, or (ii) the sum of

      -- 1.5% of the committed amount of any consideration that is
         senior debt;

      -- 3.5% of the Consideration with respect to any
         subordinated debt; and


      -- 5% of the Consideration with respect to any equity,
         either preferred, common, or warrants.

To the best of the Debtor's knowledge, the firm does not hold
any interest adverse to the Debtor's estate and its creditors and
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                    About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.  Fremont General filed for Chapter 11
protection on June 18, 2008, (Bankr. C.D. Calif. Case No. 08-
13421).   Robert W. Jones, Esq., and J. Maxwell Tucker, Esq., at
Patton Boggs LLP, Theodore Stolman, Esq., Scott H. Yun, Esq., and
Whitman L. Holt, Esq. at Stutman Treister & Glatt, represent the
Debtor as counsel.  Kurtzman Carson Consultants LLC is the
Debtor's Noticing Agent/Claims Processor.  Lee R. Bogdanoff, Esq.,
Jonathan S. Shenson, Esq., and Jonathan D. Petrus, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, represent the Official Committee of
Unsecured Creditors as counsel.  According to the Troubled Company
Reporter on Nov. 28, 2008, The company has $330,036,435 in total
assets and $326,560,878 in total liabilities in it schedules.


GENERAL MOTORS: Moody's Cuts Corporate Family & Debt Ratings to Ca
------------------------------------------------------------------
Moody's Investors Service has downgraded the debt ratings of
General Motors Corporation, Corporate Family and Probability of
Default ratings to Ca from Caa2, in recognition of the increased
probability of a balance sheet restructuring which results in a
loss for current debtholders.  Moody's would view the company's
potential balance sheet restructuring, which is likely to cause
bondholder losses, to be a distressed exchange which would be
treated as a default for analytic purposes. The rating outlook is
negative and the company's Speculative Grade Liquidity Rating is
affirmed at SGL-4. The ratings of GMAC LLC are not affected by
these GM rating actions.

In its Restructuring Plan for Long-term Viability submitted to the
Senate Banking Committee and House of Representatives Financial
Services Committee on December 2, 2008, General Motors indicated
that its restructuring plan "includes, and is conditioned upon,
significant sacrifice and deleveraging of its balance sheet."
Specifically, the plan references a reduction of GM's total debt,
including VEBA-related obligations from $62 billion to
approximately $30 billion with a corresponding increase in book
equity from ($65.1) billion to approximately ($32) billion.  GM
has not specifically identified the mechanism for implementing the
balance sheet restructuring, nor has it made any specific
proposals to bondholders.  Nevertheless, the plan is suggestive of
a transaction that would be viewed as a distressed exchange by
Moody's if implemented.

Importantly, GM has indicated that its plan would "preserve the
status of existing trade creditors" and "would honor terms and
provisions of all outstanding warranty obligations to both
consumers and dealers."  Preservation of trade creditors will be
critical to avoid any disruption in the company's supply chain and
continuing to honor warranty obligations will help to avoid
significant erosion of the company's continuing vehicle brands
during the restructuring process.  Failure in either of these
areas could exacerbate the challenges that the company faces and
increase the risk of a bankruptcy filing.

In its filing, GM has requested a total of $18 billion of
government funding be made available to it to bridge the liquidity
pressures which it anticipates in its business plan.  According to
GM, the funding would enable the company to maintain global
liquidity above its minimum threshold of about $11 billion even if
automotive industry conditions were to worsen such that U.S.
automotive sales were to fall to 10.5 million units in 2009.  The
plan calls for a reduction in the number of GM's brands,
nameplates and retail dealers, cost reductions that would be
designed to achieve labor cost competitiveness with foreign
manufacturers in the U.S. by 2012 and changes to the company's
VEBA related obligations.

Moody's Senior Vice President Bruce Clark stated that "while the
plan provides a general framework for a business restructuring,
the success of the plan will be contingent on negotiations with
labor, creditors and government agencies.  The uncertainty of a
successful outcome along with the likelihood of debtholder losses
even if the plan succeeds is the basis for the downgrade and
negative outlook."

Downgrades:

Issuer: General Motors Corporation

  -- Probability of Default Rating, Downgraded to Ca from Caa2

  -- Corporate Family Rating, Downgraded to Ca from Caa2

  -- Senior Secured Bank Credit Facility, Downgraded to a range of
     B3, LGD1, 4% from a range of B1, LGD1, 4%

  -- Senior Unsecured debt and IRB's, Downgraded to a range of C,
     LGD5, 71% from a range of Caa3, LGD4, 61%

  -- Senior Unsecured Shelf, Downgraded to a range of (P)C, LGD5,
     71% from a range of (P)Caa3, LGD4, 61%

  -- Multiple Seniority Shelf for subordinated debt and preferred,
     Downgraded to a range of (P)C, LGD 6, 97% from a range of
     (P)Ca, LGD 6, 97%

Issuer: General Motors Nova Scotia Finance Company

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
     range of C, LGD5, 71% from a range of Caa3, LGD4, 61%

  -- Senior Unsecured Shelf, Downgraded to a range of (P)C, LGD5,
     71% from a range of (P)Caa3, LGD4, 61%

Issuer: General Motors of Canada Limited

  -- Senior Secured Bank Credit Facility, Downgraded to a range of
     B3, LGD1, 4% from a range of B1, LGD1, 4%

Issuer: Vauxhall Motors (Finance) PLC

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
     range of C, LGD5, 71% from a range of Caa3, LGD4, 61%

The last rating action on GM was a downgrade of the company's
Corporate Family Rating to Caa2 on Oct. 27, 2008.

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's second-largest automotive manufacturer.


GENERAL MOTORS: Reports 154,877 Deliveries in November 2008
-----------------------------------------------------------
General Motors Corp. dealers in the United States delivered
154,877 vehicles in November 2008, down 41% compared with a year
ago.  GM car sales of 58,786 were off 44% and truck sales of
96,091 were down 39%.  The steep decline in vehicle sales was
largely due to a significant drop in the market's retail demand
compared with last year, and continuing economic uncertainty that
has negatively impacted consumer confidence.

"In November we saw the continuation of the dramatic decline in
volume for the industry.  Every manufacturer is posting awful
numbers and we are no exception," said Mark LaNeve, Vice President
of GM North America Vehicle Sales, Service and Marketing.  "We
have outstanding products in the market, so it is particularly
frustrating when economic uncertainty takes our customers out of
the market.  There were about 34%, or 400,000, fewer vehicles sold
this November in the industry than a year ago -- this is 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."

Mr. LaNeve added, "The fact that we have outstanding, high
quality, fuel efficient products and great deals in almost every
market segment is not driving demand right now.  The consumer is
scared and sitting on the sideline.  We need appropriate economic
stimulus to get the consumer back in the game."

To offer customers an outstanding value at year-end, GM's Red Tag
Event continues through Jan. 5, 2009.  The Red Tag Event provides
great deals on most new vehicles in GM's portfolio by offering a
special Red Tag vehicle price and customer cash back.  GM's
"Financing That Fits" program enables consumers to find financing
at affordable rates from GMAC and thousands of other banks, credit
unions and financing institutions.

Despite the weak market in November, Chevrolet Malibu continued
its solid performance with total sales up 31% compared with last
November.  Year to date, Malibu total sales have now exceeded
160,000 cars, up 39 % from the same period last year.  With its
six-speed transmission and four-cylinder engine combination, the
Malibu delivers an EPA-estimated 33 mpg highway -- tops in the
industry's mid-car segment.  The Malibu Hybrid also offers the
lowest- priced hybrid in the segment.

GM hybrids continue to build sales momentum.  A total of 1,335
hybrid vehicles were delivered in the month.  Hybrid sales
included: 404 hybrid Chevrolet Tahoe, 190 GMC Yukon and 173
Cadillac Escalade 2-mode SUVs delivered.  There were 195 Chevrolet
Malibu, 45 Saturn Aura and 328 Vue hybrids sold in November.
Hybrids comprised 10 percent of combined Yukon/Tahoe retail sales
and 12% of Escalade retail sales in the month.  So far in 2008, GM
has sold a total of 11,884 hybrids.

GM inventories dropped compared with a year ago.  In November,
only about 862,000 vehicles were in stock, down about 130,000
vehicles (or about 13 percent) compared with last year.  There
were about 379,000 cars and 483,000 trucks (including crossovers)
in inventory at the end of November.

Certified Used Vehicles

November 2008 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre- Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre- Owned Vehicles, were 33,731
vehicles, down 10% from November 2007.  Year-to-date sales are
442,182 vehicles, down 7% from the same period last year.

GM Certified Used Vehicles, the industry's top-selling certified
brand, posted November sales of 28,607 vehicles, down more than 12
percent from November 2007.  Saturn Certified Pre-Owned Vehicles
sold 863 vehicles, down 16%.  Cadillac Certified Pre-Owned
Vehicles sold 3,453 vehicles, up 7%.  Saab Certified Pre-Owned
Vehicles sold 552 vehicles, up 18%, and HUMMER Certified Pre-Owned
Vehicles sold 256 vehicles, up 95%.

"November sales for certified GM programs were down overall, as
the growing economic uncertainty last month continued to impact
consumer confidence and demand for vehicles, both new and used,"
said Mr. LaNeve.  "We're pleased to see the Cadillac, Saab and
Hummer CPO programs post solid sales gains from last November as
shoppers continue to seek value and peace of mind in this
challenging retail environment."

          GM North America November 2008 Production

In November, GM North America produced 249,000 vehicles (109,000
cars and 140,000 trucks).  This is down 117,000 vehicles or 32
percent compared with November 2007 when the region produced
366,000 vehicles (134,000 cars and 232,000 trucks).  (Production
totals include joint venture production of 8,000 vehicles in
November 2008 and 22,000 vehicles in November 2007.)

The GM North America fourth-quarter production forecast is 835,000
vehicles (380,000 cars and 455,000 trucks) which is down about 20%
compared with a year ago.  GM North America built
1.042 million vehicles (358,000 cars and 684,000 trucks) in the
fourth-quarter of 2007.

The initial GM North America first-quarter 2009 production
forecast is 600,000 vehicles (235,000 cars and 365,000 trucks)
which is down about 32% compared with a year ago.  GM North
America built 885,000 vehicles (360,000 cars and 525,000 trucks)
in the first-quarter of 2008.  First quarter 2008 production was
reduced nearly 100,000 vehicles due to the strike at American
Axle.

             General Motors United States Deliveries

*S/D Curr: 25               November
*S/D Prev: 25                 2008      2007  % Chg  %Chg per
                                             Volume    S/D
Vehicle Total               154,877   263,654   -41.3   -41.3
Car Total                    58,786   105,077   -44.1   -44.1
Light Truck Total            94,618   156,196   -39.4   -39.4
Light Vehicle Total         153,404   261,273   -41.3   -41.3
Truck Total                  96,091   158,577   -39.4   -39.4

               GM Car Deliveries - (United States)
                          November 2008

                         November
                    2008         2007      % Chg       %Chg per
                                           Volume        S/D
Selling Days (S/D)    25           25

Century                0            0        ***.*        ***.*
LaCrosse           2,086        3,134        -33.4        -33.4
LaSabre                0            0        ***.*        ***.*
Lucerne            3,134        6,080        -48.5        -48.5
Park Avenue            0            0        ***.*        ***.*
Buick Total        5,220        9,214        -43.3        -43.3
CTS                2,902        5,586        -48.0        -48.0
DeVille                0            0        ***.*        ***.*
DTS                1,287        3,751        -65.7        -65.7
STS                  630        1,928        -67.3        -67.3
XLR                   60           97        -38.1        -38.1
Cadillac Total     4,879       11,362        -57.1        -57.1
Aveo               3,321        5,185        -35.9        -35.9
Cavalier               0            0        ***.*        ***.*
Classic                0            0        ***.*        ***.*
Cobalt             6,319       13,629        -53.6        -53.6
Corvette           1,093        2,438        -55.2        -55.2
Impala            12,851       22,824        -43.7        -43.7
Malibu             9,469        7,210         31.3         31.3
Monte Carlo            2          498        -99.6        -99.6
SSR                    0            1         **.*         **.*
Chevrolet Total   33,055       51,785        -36.2        -36.2
Bonneville             0            0        ***.*        ***.*
G5                 1,083        2,170        -50.1        -50.1
G6                 6,040       11,616        -48.0        -48.0
G8                 1,133            0        ***.*        ***.*
Grand Am               0            0        ***.*        ***.*
Grand Prix           119        5,743        -97.9        -97.9
GTO                    0           25         **.*         **.*
Solstice             325        1,360        -76.1        -76.1
Sunfire                0            0        ***.*        ***.*
Vibe               2,683        3,128        -14.2        -14.2
Pontiac Total     11,383       24,042        -52.7        -52.7
9-2X                   0            0        ***.*        ***.*
9-3                  606        1,432        -57.7        -57.7
9-5                  111          261        -57.5        -57.5
Saab Total           717        1,693        -57.6        -57.6
Astra              1,106            0        ***.*        ***.*
Aura               2,161        4,158        -48.0        -48.0
ION                    0        2,059         **.*         **.*
Saturn L Series        0            0        ***.*        ***.*
Sky                  265          764        -65.3        -65.3
Saturn Total       3,532        6,981        -49.4        -49.4
GM Car Total      58,786      105,077        -44.1        -44.1

                  (Calendar Year-to-Date)
                    January - November

                                 2008         2007        %Chg
                                                         Volume
Selling Days (S/D)
Century                             0            5         **.*
LaCrosse                       35,422       44,207        -19.9
LaSabre                             0          121         **.*
Lucerne                        50,779       77,101        -34.1
Park Avenue                         0           26         **.*
Buick Total                    86,201      121,460        -29.0
CTS                            54,378       50,252          8.2
DeVille                             0           71         **.*
DTS                            28,667       47,231        -39.3
STS                            13,883       18,558        -25.2
XLR                             1,151        1,622        -29.0
Cadillac Total                 98,079      117,734        -16.7
Aveo                           53,103       60,705        -12.5
Cavalier                            0           57         **.*
Classic                             0           17         **.*
Cobalt                        175,259      183,029         -4.2
Corvette                       25,647       30,771        -16.7
Impala                        244,692      293,328        -16.6
Malibu                        160,898      116,140         38.5
Monte Carlo                       710       15,380        -95.4
SSR                                13          241        -94.6
Chevrolet Total               660,322      699,668         -5.6
Bonneville                          0          130         **.*
G5                             22,975       25,419         -9.6
G6                            132,534      132,894         -0.3
G8                             13,523            0        ***.*
Grand Am                            0           99         **.*
Grand Prix                      8,371       84,123        -90.0
GTO                                52        4,184        -98.8
Solstice                       10,338       15,493        -33.3
Sunfire                             0           39         **.*
Vibe                           44,485       33,825         31.5
Pontiac Total                 232,278      296,206        -21.6
9-2X                                3          118        -97.5
9-3                            14,483       21,206        -31.7
9-5                             2,418        3,974        -39.2
Saab Total                     16,904       25,298        -33.2
Astra                          10,813            0        ***.*
Aura                           56,194       54,645          2.8
ION                               314       47,197        -99.3
Saturn L Series                     0            2         **.*
Sky                             8,870       10,620        -16.5
Saturn Total                   76,191      112,464        -32.3
GM Car Total                1,169,975    1,372,830        -14.8

                GM Truck Deliveries - (United States)
                           November 2008

                           November
                      2008         2007       % Chg      %Chg per
                                              Volume       S/D
Selling Days (S/D)      25           25

Enclave              2,288        3,834        -40.3        -40.3
Rainier                  1           51        -98.0        -98.0
Rendezvous               1           11        -90.9        -90.9
Terraza                  6          135        -95.6        -95.6
Buick Total          2,296        4,031        -43.0        -43.0
Escalade             1,870        2,525        -25.9        -25.9
Escalade ESV           752        1,202        -37.4        -37.4
Escalade EXT           338          507        -33.3        -33.3
SRX                    976        1,445        -32.5        -32.5
Cadillac Total       3,936        5,679        -30.7        -30.7
Astro                    0            0        ***.*        ***.*
C/K Suburban
  (Chevy)            3,882        6,033        -35.7        -35.7
Chevy C/T Series         9           12        -25.0        -25.0
Chevy W Series          60          197        -69.5        -69.5
Colorado             2,503        5,428        -53.9        -53.9
Equinox              2,570        5,261        -51.1        -51.1
Express Cutaway/G
  Cut                1,370        1,709        -19.8        -19.8
Express Panel/G
  Van                5,870        6,657        -11.8        -11.8
Express/G Sportvan     669        1,368        -51.1        -51.1
HHR                  3,421        7,179        -52.3        -52.3
Kodiak 4/5 Series      499          861        -42.0        -42.0
Kodiak 6/7/8 Series     93          208        -55.3        -55.3
S/T Blazer               0            0        ***.*        ***.*
Tahoe                4,149        9,195        -54.9        -54.9
TrailBlazer          2,556        7,794        -67.2        -67.2
Traverse             2,936            0        ***.*        ***.*
Uplander               584        5,689        -89.7        -89.7
Venture                  0            0        ***.*        ***.*
Avalanche            1,996        4,144        -51.8        -51.8
Silverado-C/K
  Pickup            29,534       38,122        -22.5        -22.5
Chevrolet Fullsize
  Pickups           31,530       42,266        -25.4        -25.4
Chevrolet Total     62,701       99,857        -37.2        -37.2
Acadia               2,640        6,395        -58.7        -58.7
Canyon                 627        1,476        -57.5        -57.5
Envoy                  852        3,035        -71.9        -71.9
GMC C/T Series          82           50         64.0         64.0
GMC W Series           139          294        -52.7        -52.7
Safari (GMC)             0            0        ***.*        ***.*
Savana Panel/G
  Classic              562        1,158        -51.5        -51.5
Savana Special/G Cut   155          212        -26.9        -26.9
Savana/Rally            90          191        -52.9        -52.9
Sierra              10,497       13,840        -24.2        -24.2
Topkick 4/5 Series     317          362        -12.4        -12.4
Topkick 6/7/8 Series   274          397        -31.0        -31.0
Yukon                2,251        4,317        -47.9        -47.9
Yukon XL             1,728        2,822        -38.8        -38.8
GMC Total           20,214       34,549        -41.5        -41.5
HUMMER H1                0            3         **.*         **.*
HUMMER H2              233          958        -75.7        -75.7
HUMMER H3            1,048        3,068        -65.8        -65.8
HUMMER H3T             173            0        ***.*        ***.*
HUMMER Total         1,454        4,029        -63.9        -63.9
Other-Isuzu F Series     0            0        ***.*        ***.*
Other-Isuzu H Series     0            0        ***.*        ***.*
Other-Isuzu N Series     0            0        ***.*        ***.*
Other-Isuzu Total        0            0        ***.*        ***.*
Aztek                    0            0        ***.*        ***.*
Montana                  0            0        ***.*        ***.*
Montana SV6              0           30         **.*         **.*
Torrent                757        1,968        -61.5        -61.5
Pontiac Total          757        1,998        -62.1        -62.1
9-7X                   135          310        -56.5        -56.5
Saab Total             135          310        -56.5        -56.5
Outlook              1,221        3,340        -63.4        -63.4
Relay                    1           96        -99.0        -99.0
VUE                  3,376        4,688        -28.0        -28.0
Saturn Total         4,598        8,124        -43.4        -43.4
GM Truck Total      96,091      158,577        -39.4        -39.4

                      (Calendar Year-to-Date)
                         January - November

                                   2008         2007        %Chg
                                                           Volume
Selling Days (S/D)
Enclave                          41,416       24,560         68.6
Rainier                             115        4,715        -97.6
Rendezvous                           24       15,258        -99.8
Terraza                             532        5,398        -90.1
Buick Total                      42,087       49,931        -15.7
Escalade                         21,145       33,302        -36.5
Escalade ESV                      9,828       14,837        -33.8
Escalade EXT                      4,117        7,357        -44.0
SRX                              14,755       20,060        -26.4
Cadillac Total                   49,845       75,556        -34.0
Astro                                 0           25         **.*
C/K Suburban (Chevy)             48,003       76,900        -37.6
Chevy C/T Series                    329          253         30.0
Chevy W Series                    1,458        2,483        -41.3
Colorado                         49,899       70,306        -29.0
Equinox                          61,700       81,848        -24.6
Express Cutaway/G Cut            12,314       18,355        -32.9
Express Panel/G Van              55,692       70,132        -20.6
Express/G Sportvan               12,725       15,176        -16.2
HHR                              89,184       95,525         -6.6
Kodiak 4/5 Series                 6,442        8,834        -27.1
Kodiak 6/7/8 Series               1,425        2,165        -34.2
S/T Blazer                            0            7         **.*
Tahoe                            85,161      134,905        -36.9
TrailBlazer                      70,791      122,554        -42.2
Traverse                          4,521            0        ***.*
Uplander                         39,943       65,708        -39.2
Venture                               0           25         **.*
Avalanche                        31,806       50,449        -37.0
Silverado-C/K Pickup            431,725      564,697        -23.5
Chevrolet Fullsize Pickups      463,531      615,146        -24.6
Chevrolet Total               1,003,118    1,380,347        -27.3
Acadia                           62,729       65,372         -4.0
Canyon                           13,531       19,451        -30.4
Envoy                            22,716       44,649        -49.1
GMC C/T Series                      511          943        -45.8
GMC W Series                      2,368        3,818        -38.0
Safari (GMC)                          0           13         **.*
Savana Panel/G Classic            9,651       13,759        -29.9
Savana Special/G Cut             10,166        8,083         25.8
Savana/Rally                      1,323        1,817        -27.2
Sierra                          155,564      188,461        -17.5
Topkick 4/5 Series                7,450        8,448        -11.8
Topkick 6/7/8 Series              3,933        5,543        -29.0
Yukon                            34,663       58,266        -40.5
Yukon XL                         22,608       41,620        -45.7
GMC Total                       347,213      460,243        -24.6
HUMMER H1                            17          122        -86.1
HUMMER H2                         5,721       11,281        -49.3
HUMMER H3                        19,152       39,250        -51.2
HUMMER H3T                          425            0        ***.*
HUMMER Total                     25,315       50,653        -50.0
Other-Isuzu F Series                  0        1,116         **.*
Other-Isuzu H Series                  0           61         **.*
Other-Isuzu N Series                  0        6,729         **.*
Other-Isuzu Total                     0        7,906         **.*
Aztek                                 0           25         **.*
Montana                               0           26         **.*
Montana SV6                          64        1,331        -95.2
Torrent                          18,560       30,223        -38.6
Pontiac Total                    18,624       31,605        -41.1
9-7X                              3,285        4,665        -29.6
Saab Total                        3,285        4,665        -29.6
Outlook                          23,986       31,591        -24.1
Relay                               160        1,401        -88.6
VUE                              75,097       76,439         -1.8
Saturn Total                     99,243      109,431         -9.3
GM Truck Total                1,588,730    2,170,337        -26.8

                      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: Willing to Work Under Gov't Oversight Board
-----------------------------------------------------------
CEOs of General Motors Corp., Ford Motor Co., and Chrysler LLC
said on Thursday that they would be willing to put the companies
under a government oversight board's supervision to secure
financial help from the government, Josh Mitchell and Corey Boles
at The Wall Street Journal reports.

According to WSJ, Banking Committee Chairperson Christopher Dodd
asked the CEOs during a Senate hearing on Thursday whether they
would be willing to work within a structure similar to what was
established for Chrysler Corp.'s federal bailout in 1979-1980.
The report says that GM's Rick Wagoner, Ford Motor's Alan Mulally
and Chrysler's Robert Nardelli agreed that the board could have
the legal authority to dictate restructuring terms to the
companies and others including unions, suppliers, and dealers.

WSJ relates that Messrs. Wagoner, Mulally, and Nardelli admitted
that they made mistakes in their management and told the lawmakers
that they were unprepared for congressional hearings in November.
The report says that after the Congress criticized the CEOs for
not having credible plans to turn around their firms, the
executives came back with detailed turnaround plans for each of
their companies, increasing their financial aid request to
$34 billion from $25 billion.

According to WSJ, GM is asking for an immediate loan of about
$4 billion to stay afloat until year-end and an additional
$14 billion in 2009.  Chrysler, says WSJ, is asking for an
immediate loan of $7 billion by year-end, while Ford Motor seeks
for a $9 billion line of credit.

WSJ reports that as the Federal Reserve is expected to refuse the
automakers' requests, the Congress and the Bush administration
would decide on the matter.  WSJ relates that the Democratic
leaders have asked the Federal Reserve to review the turnaround
plans.  The report states that the central bank can lend to non-
financial companies on a fully secured basis.  Loans must be
backed by assets, and GM, Ford Motor, and Chrysler don't appear to
have collateral that would meet the criteria, according to the
report.

Sen. Dodd, WSJ states, was focusing on legislation that would
create a bridge loan for automakers, by diverting funds from an
loan program intended to help the industry retool to meet higher
fuel-economy standards.  WSJ reports that Senate Majority Leader
Harry Reid urged Sen. Dodd to move forward.  A bill supported by
Democrats that would draw on the $700 billion market rescue fund
couldn't pass Congress, the report says, citing Sen. Reid.

Citing people familiar with the matter, James Rowley and Linda
Sandler at Bloomberg News report that GM and Chrysler executives
are considering accepting a pre-arranged bankruptcy as last resort
in securing government bailout.  According to Bloomberg, the
source said that the staff for three members of Congress have
asked restructuring experts if a pre- arranged bankruptcy, which
would be negotiated with workers, creditors, and lenders, could be
used to reorganize the industry without liquidation.

     Automakers May Cut Temporary Pay for Laid-Off Workers

Sharon Terlep at Dow Jones Newswires relates that sources said
that automakers could seek to cut temporary pay for thousands of
laid-off employees.  The United Auto Workers, says the report, is
preparing to revise labor deals reached with GM, Ford Motor, and
Chrysler in 2007, agreeing to a delay in the payment of billions
of dollars into a massive retiree health-care trust and the
termination of the jobs bank program to help the companies secure
the federal loans.

According to Dow Jones, thousands of workers who are temporarily
out of a job get supplementary unemployment benefits called SUB
from the automakers under a separate fund.  The SUB pay is less
expensive for automakers on a per-worker basis than the jobs bank,
but workers receiving the benefit have increased as the companies
cut jobs and production due to decline in sales, states the
report.

                       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.


HEALTHWAYS INC: S&P Affirms Counterparty Credit Rating at 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB'
counterparty credit rating on Healthways Inc.  The outlook remains
stable.

In addition, S&P lowered its issue-level rating on Healthways'
senior secured credit facilities to 'BB' (the same level as the
counterparty credit rating) from 'BB+'.  S&P also revised the
recovery rating on these loans to '3', indicating that lenders can
expect meaningful (50%-70%) recovery in the event of a payment
default, from '2'.  The issue-level and recovery ratings changes
and notching reflect a lower level of cash flow than that used in
S&P's previous analysis and a revision in its emergence multiple
to 5x from 6x to reflect slower business growth relative to trend.

"The affirmation of the counterparty credit rating reflects the
company's established market position in its industry segment,
good earnings profile, and good financial flexibility," said
Standard & Poor's credit analyst Joseph Marinucci.  "Offsetting
factors include its narrow business scope, client concentrations,
and marginal balance-sheet quality."  Healthways is the leading
company in its industry segment, which has experienced very
good growth over the past few years.  The company's competitive
position is reasonably well established, but a relatively narrow
business scope, client concentrations, and marginal balance-sheet
quality nonetheless pressure its overall credit profile.

S&P expects Healthways' near-term revenue growth prospects to be
challenged by generally tighter pricing, slowing cross-sell
penetration, and customer attrition. S&P believes revenue and
pretax income for 2009 will likely be moderately lower at $690
million-$700 million and $70 million-$80 million (an 11% ROR),
respectively.  Over the intermediate term, S&P believes the
company could pursue expansion through acquisitions as it seeks to
broaden its market exposure or strengthen resource capacity.  This
could result in a more leveraged financial profile, pressuring the
company's credit profile somewhat and possibly lead to pressure
for the rating or outlook, particularly if cash flow were to
further diminish.


HINES HORTICULTURE: Wants Court to Approve Sale Incentive Program
-----------------------------------------------------------------
Hines Horticulture Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to approve
asset sale incentive program for 17 of its key employees in
connection with the sale of the Debtors' assets.

Under the incentive program, each employee's maximum award is set
forth as a percentage of their annual base salary.  No employees
is eligible to receive over 135% of their base salary.  The
program states that majority of the awards available are equal of
less than 31% of each of the employee's base salary.

The Debtors' proposes maximum pool of $1.6 million available
for award under the incentive program.  The median maximum award
is approximately $51,200, the Debtors note.  According to the
Debtors, awards under the program are conditioned upon the
achievement of key milestones in the sale process, among other
things:

  -- an initial award of 40% of the employee's total potential
     award will be payable on upon the Court's entry of an
     order approving a sale of substantially all of the Debtors'
     assets; and

  -- a final award of 60% of the employee's total potential award
     will be payable by the purchaser upon the successful closing
     of the sale deal.

The Debtors say the initiated talks with their prepetition lender
and the proposed stalking-horse, Black Diamond Capital Management
LLC, about the need for an appropriate incentive program to major
stakeholders in the their Chapter 11 cases.

The Debtors say that they have an urgent need to complete the sale
to preserve jobs and maximize the value of their assets before
their debtor-in-possession expires on Dec. 15, 2008.  Loss of any
of their employees could harm the sale process, the Debtors point
out.

The Debtors has retained Towers, Perrin, Forster & Crosby Inc. to
assist and evaluate the incentive program.

A hearing is set for Dec. 16, 2008, at 11:30 a.m., to consider
approval of the motion.  Objections, if any, are due Dec. 9, 2008,
by 4:00 p.m.

                     About Hines Horticulture

Headquartered in Irvine, California, Hines Horticulture, Inc. --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.  The company and its affiliate, Hines Nurseries, Inc.,
filed for Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del.
Case No.08-11922).  Anup Sathy, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructure efforts.  Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors'
co-counsel.  The Debtors selected Epiq Bankruptcy Solutions LLC as
their voting and claims agent, and Financial Balloting Group LLC
as their securities voting agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts
of between $100 million and $500 million each.


HOUGHTON MIFFLIN: To Restructure Textbook Division; Denies Sale
---------------------------------------------------------------
Jeffrey A. Trachtenberg at The Wall Street Journal reports that
Houghton Mifflin Harcourt Publishing Co.'s Chairperson and CEO
Tony Lucki sent a memo to workers saying that the company will
restructure its K-12 textbook division.

WSJ relates that Houghton Mifflin's consumer book-publishing unit
recently suspended the purchase of most new manuscripts.  Houghton
Mifflin said last week that it was freezing the acquisition of
most new titles in its trade division, WSJ states.
Houghton Mifflin's trade division publisher Becky Saletan said
that Education Media and Publishing Group, Houghton Mifflin's
parent, wasn't allocating as much capital to the consumer book
business, Motoko Rich at The New York Times states.  Ms. Saletan
has resigned, effective Dec. 10, 2008, according to The NY Times.

Mr. Lucki denied in the memo that Houghton Mifflin as a whole
isn't for sale, WSJ states.  According to WSJ, Houghton Mifflin's
laying off of its several executives in recent days, including its
publisher, sparked speculations among rival companies that the
company could be sold.  GalleyCat relates that former Houghton
Mifflin Harcourt executive editor Ann Patty had said that many
workers had already been laid off.

Houghton Mifflinspokesperson Josef Blumenfeld said in a statement,
"In response to inquiry, Houghton Mifflin Harcourt today [Dec. 4]
confirmed that it is moving forward with the planned combination
of various of its businesses into a new K-12 organization
comprised of School Publishers, Holt McDougal, Supplemental
Publishers, Heinemann, HMH Learning Technology and International
Publishers.  These businesses were brought together with the
acquisition of Harcourt by Houghton Mifflin in December 2007, and
the integration process has been underway since that time.  After
careful analysis, the company has identified the organizational
structure to carry the K-12 business forward, make it more
efficient and provide customers with better and more focused
products and services.  The streamlining of the business will
result in the elimination of some positions, even as new roles are
created that will let the company serve educators and students in
new and unique ways.  The K-12 organization will continue to be
highly competitive and focused, and better able to address the
evolving needs of customers."

Citing a person familiar with the situation, WSJ says that at
least several hundred of Houghton Mifflin's 5,300 full-time
employees would be laid off, as the book-publishing industry is
reeling from the recession.

Houghton Mifflin spokesperson Josef Blumenfeld, according to WSJ,
said that combining the company's various textbook units into one
organization "requires a streamlined structure backed by strategic
leadership and the right combination of skills and expertise . . .
. Frankly, to do nothing would be irresponsible and would put us
at a disadvantage in today's competitive marketplace."

Headquartered in Boston, Massachusetts, Houghton Mifflin Harcourt
Publishing Co. -- http://www.hmco.com/-- publishes textbooks,
instructional technology, assessments, and other educational
materials for teachers and students of every age.


INTERSTATE BAKERIES: New Plan Gets Overwhelming Creditor Support
----------------------------------------------------------------
Interstate Bakeries Corporation and eight of its subsidiaries and
affiliates have received overwhelming creditor support for their
Amended New Joint Plan of Reorganization, as 100% of ballots were
cast in favor of the Plan.

Karen M. Wagner, a consultant at Kurtzman Carson Consultants LLC,
the claims, noticing and balloting agent for the Debtors,
certified the voting results to the Court on December 3, 2008.

In accordance with the solicitation procedures approved by the
U.S. Bankruptcy Court for the Western District of Missouri,
Solicitation Packages and ballots were sent on or before
November 6, 2008, to creditors entitled to vote on the Plan.

The Voting Classes consist of:

  * holders of claims in Class 4  Trade Claims and Class 5
    General Unsecured Claims under the Plans of IBC's debtor-
    affiliates, consisting of Mrs. Cubbison's Foods, Inc.,
    Armour & Main Redevelopment Corporation and New England
    Bakery Distributors, L.L.C., and

  * holders of claims in Class 7 Capital Lease Claims and Class
    8 Prepetition Lender Claims under IBC's Plan.

Pursuant to a settlement agreement with the Debtors, American
Bakers Association Retirement Plan and Trust cast their Class 5
Ballot, which was included in the voting tabulation results.

The deadline for receiving Ballots to accept or reject the Plan
was December 1, 2008.

                      Late-Filed Ballots

On December 2, 2008, KCC received Ballots accepting the Plan from
three creditors:

Voting Creditor          Class                      Claim Amount
---------------          -----                      ------------
Bank of Nova Scotia      Class 8 under IBC's Plan     $9,482,573
JPMorgan Chase Bank NA   Class 8 under IBC's Plan      4,578,386
Del Mar Master           Class 4 under                    11,632
Fund Limited             Mrs. Cubbison's Plan

The Debtors have determined to count the votes, subject to
subsequent approval by the Court at the hearing to consider
confirmation of the Plan on December 5, 2008.  KCC included the
Late-Filed Votes in the Voting Results Summary.

                    Tabulation of Ballots

                      Amount          Amount        Number        Number
                     Accepting     Rejecting     Accepting     Rejecting
                  (% of Amount  (% of Amount  (% of Amount  (% of Amount
CLASS                    Voted)        Voted)        Voted)        Voted)
-----                    ------        ------        ------       ------
IBC Sales              $456,128           $0              3            0
Class 7                  (100%)         (0%)         (100%)         (0%)

IBC Sales          $451,412,030           $0             29            0
Class 8                  (100%)         (0%)         (100%)         (0%)

Main Debtors       $451,412,030           $0             29            0
Class 8                  (100%)         (0%)         (100%)         (0%)

Mrs. Cubbison's         $13,675           $0              3            0
Class 4                  (100%)         (0%)          (100%)         (0%)

Mrs. Cubbison's      $7,218,726           $0              3            0
Class 5                  (100%)         (0%)         (100%)         (0%)

New England Bakery       $3,637           $0              5            0
Class 4                  (100%)         (0%)         (100%)         (0%)

New England Bakery   $7,218,726           $0              3            0
Class 5                  (100%)         (0%)          (100%)         (0%)

Armour & Main       $7,218,726           $0              3            0
Class 5                  (100%)         (0%)          (100%)         (0%)

In summary, KCC confirmed that all Classes voted to accept the
Plan.

A complete schedule of the IBC Tabulated Ballots is available for
free at http://bankrupt.com/misc/IBC_TabulatedBallots.pdf

                          About IBC

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

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 120; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


INTERSTATE BAKERIES: Liquidity Solutions Says Plan Not Confirmable
------------------------------------------------------------------
Liquidity Solutions, Inc., as assignee with respect to certain
claims filed against Interstate Bakeries Corporation and its
debtor-affiliates, filed a document before the United States
Bankruptcy Court for the Western District of Missouri, Kansas City
Division, saying that IBC's Plan of Reorganization cannot be
approved.

Liquidity Solutions, Inc., as assignee with respect to certain
claims filed against Interstate Bakeries Corporation and its
debtor-affiliates, maintains that the Debtors' Amended New Plan
of Reorganization should not be confirmed because it fails to
meet the "best interests test" in the event of a conversion of
the Debtors' cases to a Chapter 7 proceeding.

The Debtors' fees and expenses to their attorneys that have been
allowed is over eight times more than the cash amount of
$5,000,000 to be paid to the General Unsecured Creditors,
Christopher J. Redmond, Esq., at Husch Blackwell Sanders LLP, in
Kansas, Missouri, points out.

However, the Debtors' cases have progressed from the 100% pay-out
to General Unsecured Creditors and the appointment of an Equity
Committee on November 29, 2004, to (i) the present point of no
distribution to the Creditors under the Plan, and (ii) a
potential nominal payout to them under the Creditors' Trust.

The Trust will be established to make distributions to general
prepetition unsecured creditors on a pro rata basis based upon
the allowed amount of their claim against the Debtors.  On the
Effective Date of the Plan, the Reorganized Company will make
a payment in the amount of $5.0 million to the Trust.

"[The] disgorgement of a substantial portion of the attorney fees
and expenses . . . is a viable option for a meaningful
distribution to the General Unsecured Creditors," Mr. Redmond
says.

The Plan and Disclosure Statement are completely devoid of any
meaningful analysis of the illusory consideration given for the
broad release of certain parties by the Reorganized Debtors and
any individual creditors voting to accept the Plan.

Pursuant to the Plan, broad releases are being afforded to, among
others, (i) the Debtors and their officers, directors and
managing members as of the Confirmation Date, or during the
Chapter 11 cases, (ii) the Reorganized Debtors and their D&Os
after the Effective Date, (iii) the debtor-in-possession and
prepetition facility enders, (iv) the Plan supporters, (vi)
certain investors and their affiliates.

Mr. Redmond adds that the Plan's provisions which state that the
Claims and Causes of Action are satisfied and released "are
beyond the scope and authorization of Bankruptcy Code and
adversely impact the rights of creditors and third parties."

Furthermore, the Plan fails to provide for an appropriate Cure
amount to be paid in respect of assumed executory contracts or
unexpired leases that relate to Claims held by LSI.  The Debtors'
contracts with Advanced Organics Inc. and Quality Bakers of
America Cooperative, Inc. may be related to claims held by LSI as
assignee of the original creditors but did not receive the cure
amount notices with respect to the Contracts, Mr. Redmond notes.

Various other parties have filed objections to the Plan.

                       Debtors' Reply

In response, the Debtors explain that their Liquidation Analysis
under the Plan provides that the prepetition lenders, who were
granted replacement liens and superpriority administrative claims
to protect them from diminution in value of their collateral,
would have deficiency claims in a Chapter 7 Case of approximately
$397.5 million.

In addition, approximately $149.6 million in administrative
claims would have to be satisfied, along with the Prepetition
Lenders' deficiency claims, before any funds would be available
to unsecured creditors.  Thus, even if all preference claims were
recovered at 100% -- unlikely, but a total of $120 million -- and
another $50 million in professional fees were disgorged, no money
would flow to unsecured creditors, the Debtors assert.

                             About IBC

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

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 120; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


INTERSTATE BAKERIES: Seeks to End Management Continuity Pacts
-------------------------------------------------------------
Interstate Bakeries Corporation and its subsidiaries and
affiliates seek the authority from the U.S. Bankruptcy Court for
the Western District of Missouri to reject as of December 5, 2008,
three separate management continuity agreements with Michael D.
Kafoure, Kent B.Magill and Richard D. Wilson for the purpose of
providing the Executives additional assurances of continued
employment with the Company.

The term for each of the Management Continuity Agreements, dated
February 3, 2003, expire upon the earliest of (i) five years from
its effective date, unless extended by the Board of Directors,
(ii) the determination of an Executive's disability, as defined
in the Management Continuity Agreement, or (iii) if the Executive
ceases to be employed with the Company.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that it was important to maintain
continuity with the Executives so that they would be able to give
sound advice without being distracted by potential termination in
the event of a change of control, which occurs if there is, among
other things:

  -- a change in membership of the Board of Directors;
  -- acquisition of any person of 50% of IBC common stock;
  -- sale of substantially all of IBC's assets; or
  -- a merger, share exchange, reorganization or consolidation
     of IBC with any other entity.

According to Mr. Ivester, a Change of Control has not occurred
with respect to the Company, thus, the Management Continuity
Agreements have expired on their own terms.

In the event that a Change of Control has occurred, however, the
Debtors have determined that the burdens in maintaining the
Management Continuity Agreements far outweigh the benefits that
can be derived from them, Mr. Ivester tells the Court.

Accordingly, the Debtors contend that the Agreements are
unnecessary for the Company's go-forward operations, and should
be rejected.

As the Debtors are seeking to emerge from Chapter 11 as quickly
as possible, the Debtors ask the Court to convene a hearing on
December 12, 2008, to consider their request.

                         About IBC

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

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 120; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


INTERSTATE BAKERIES: Seeks to Reject Employment Pact W/ Ex-CEO
--------------------------------------------------------------
Interstate Bakeries Corporation and eight of its subsidiaries and
affiliates ask the U.S. Bankruptcy Court for the Western District
of Missouri to authorize them to reject, effective as of December
5, 2008, an employment agreement between Interstate Brands West
Corporation and Michael D. Kafoure.

Pursuant to the Debtors' Prepetition Reorganization Corporation
in May 2004, Interstate Brands West merged with IBC, under which
all contracts and agreements of Interstate Brands West were
assigned to IBC as the surviving entity after the Merger.

Subsequently, IBC transferred all its assets and liabilities
formerly held by Interstate Brands West, including the Kafoure
Employment Agreement, to Interstate Brands Corporation pursuant
to a Contribution Agreement dated May 30, 2004.

Mr. Kafoure served as IBC's president and chief executive officer
from September 1996 through August 2007, and is currently the
president of Route Sales for the Company, responsible for
providing strategic leadership and direction to a team of
business unit general managers.

IBC Investors I, LLC -- which will control IBC following the
confirmation of the Debtors' Amended New Plan of Reorganization
-- have decided that no employment agreements will exist with the
Debtors' management other than with certain individuals specified
under the Plan, which does not include Mr. Kafoure, J. Eric
Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Chicago, Illinois, relates.

Pursuant to the rejection of the Employment Agreement, Mr.
Kafoure will become an "at will" employee of the Company.  He
will also be entitled to file a claim to collect any amounts from
the Debtors as a result of the Rejection, Mr. Ivester explains.

As the Employment Agreement is unnecessary for the Company's go-
forward operations, the Debtors believe that the rejection of the
Agreement is warranted.  In this regard, the Rejection will
relieve the Debtors of the burdens in maintaining the Employment
Agreement, Mr. Ivester says.

The Debtors ask the Court to convene an expedited hearing on
December 12, 2008, to consider their request.

                             About IBC

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

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 120; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


JAZZ PHOTO: Liable to $4 Million Patent Infringement Damages
------------------------------------------------------------
Bankruptcy Law360 reports that the Hon. Stanley R. Chesler of the
U.S. District Court for the District of New Jersey held that the
CEO of now-defunct Jazz Photo Corp. cannot discharge about $4
million in patent infringement damages owed to Fuji Photo Film Co.
over disposable camera patents.  Judge Chesler rejected an appeal
filed by Jazz Photo's owner.

According to the Troubled Company Reporter on June 13, 2005, Jazz
Photo sought and obtained permission to sell substantially all of
its assets (cameras, computer, office equipment, trademarks) to
Ribi Tech Products LLC for $887,750.  According to the report,
Ribi Tech is owned by the family of Jack Benun, Jazz Photo's
former President.  Mr. Benun was the Chief Executive Officer and
Manager, the report says.

According to the TCR, pending litigation with the U.S. Customs and
Border Protection [U.S. Court of International Trade, Case Nos.
04-00514, 04-00629 and 05-00029] involving camera units seized by
the Customs agency spurred the Debtor's decision to sell
substantially all of its assets.  The TCR also said all of the
Debtor's right, title and interest in and to claims or interests
in the assets (including 1,390,000 camera units), subject to that
litigation before the U.S. Court of International Trade would be
assigned to Ribi.

The TCR also said the sale proceeds would be transferred to a
Liquidating Trust established under Jazz Photo's confirmed
Liquidating Plan.  Part of the sale proceeds -- $276,000 -- would
be deposited in an escrow account pending the Court's decision on
Agfa Photo Hong Kong Limited's claim.

                    About Jazz Photo

Jazz Photo Corp., designed, developed, importated and distributed
cameras and other photographic products in North America, Europe
and Asia.  The Company filed for chapter 11 protection on May 20,
2003 (Bankr. N.J. Case No. 03-26565).  Michael D. Sirota, Esq.,
and Warren A. Usatine, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor.  When the Company filed for
protection from its creditors, it estimated $50 million in debts
and assets.

As reported by the Troubled Company Reporter, the Honorable Morris
Stern confirmed on May 13, 2005, Jazz PhotoCorp.'s Joint Plan of
Liquidation.  The Plan established a Liquidating Trust to
facilitate distribution of the sale proceeds to creditors.  The
plan proposed to pay Allowed Unsecured Claim Holders, owed
approximately $49.1 million in the aggregate, their pro rata share
of the liquidation proceeds.  Fuji Photo Film Co. held the largest
unsecured claim, and the Court fixed the amount of Fuji's allowed
claim at $30,208,905.  Affiliate Claims, penalty claims and equity
interest holders were subordinated to unsecured claims and were
not expected to recover anything under the Plan.


JIM PALMER: ActionView Eyes Recovery for $250,000 Unsec. Loan
-------------------------------------------------------------
ActionView International Inc. will pursue remedies for its
position as a significant creditor in the Chapter 11 bankruptcy
case of Jim Palmer Trucking, Inc.  ActionView provided $250,000 in
loan to Jim Palmer on May 5, 2008, before it filed for bankruptcy.

According to the company, its management expressed several issues
of concern related to the bankruptcy filing, including its close
proximity in time to Jim Palmer's acceptance of the loan from
ActionView.  In Aug. 2008, ActionView was appointed chairman of
the unsecured creditors committee due to its position as a
significant creditor in the bankruptcy case.

As part of the intent to acquire Jim Trucking, ActionView provided
a loan in the amount of $250,000 to Jim Palmer Trucking Inc. on
May 5, 2008.  Jim Trucking was one of ActionView's targets for an
acquisition.

"In addition to the Jim Palmer case, we will continue to evaluate
possible acquisition transactions for ActionView International.
Given the condition of the U.S. capital markets in general and the
uncertainty in the investment banking sector specifically, we will
pursue potential transactions cautiously and only move forward if
an acquisition can be completed successfully," ActionView
International CEO Steven R. Peacock said.

                   ActionView Drops Stanza Buyout

ActionView has said it would no longer push its acquisition deal
with Stanza Systems, Ltd.  Stanza Systems, and ActionView
previously entered into a letter of intent that outlined the
companies' mutual interest in a transaction under which ActionView
would have acquired all of the issued and outstanding shares of
Stanza Systems, Ltd. in exchange for a majority percentage of
ActionView.

"The initial agreement with Stanza Systems did not progress to a
definitive agreement, and we have decided to focus our immediate
attention on a positive outcome in the Jim Palmer Trucking
bankruptcy case," stated ActionView International CEO Steven R.
Peacock.

"From information that the company has made publicly available it
appears that Jim Palmer Trucking is operating at full capacity
with substantially lower fuel costs today.  Based on the facts of
the case, we believe that getting our loan back and possibly more
is a very real possibility.  We will continue to monitor the
bankruptcy closely as chairman of the unsecured creditors
committee.

               About ActionView International Inc.

Based in Vancouver, British Columbia, ActionView International
Inc. (OTCBB: AVWI) -- http://www.actionviewinternational.com/--
through ActionView, its wholly owned subsidiary, is engaged in the
business of designing, marketing and manufacturing proprietary
illuminated, programmable, motion billboard signs for use in
airports, mass transit stations, shopping malls, and other high
traffic locations to reach people on-the-go with targeted
messaging.

                    About Jim Palmer Trucking

Headquartered in Missoula, Montana, Jim Palmer Trucking Inc. --
http://www.jimpalmertrucking.com/-- offers truckload
transportation of temperature-controlled cargo. The company
operates throughout the US from terminals in Missoula, Montana;
Salina, Kansas; and Tampa.

The Debtor and two of its affiliates filed for separate Chapter 11
protection on July 15, 2008, (Bankr. D. Mont. Lead Case No.: 08-
60922).  James A. Patten, Esq., represents the Debtors in their
restructuring efforts. The Debtors have $11,897,554 in total
assets and $12,089,808 in total debts.


JP MORGAN: Moody's Puts 'B1' Rating on Class 1-A-2 Certificate
--------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the class
1-A-1 and a B1 rating to the class 1-A-2 certificate issued in
connection with J.P. Morgan Mortgage Trust, Series 2008-R3
resecuritization transaction.  The resecuritized certificates are
backed by approximately 30% of the class 1A1 certificate (the
underlying certificate) from J.P. Morgan Mortgage Trust 2006-A4
transaction (the underlying transaction), which is backed by prime
residential mortgage loans.  The ratings on the resecuritized
certificates address the ultimate payment of promised interest and
principal on the rated certificates and do not address any other
amounts that may be payable on the certificates.

On Sept. 22, 2008, Moody's announced that it will not assign a
rating to any security issued by a resecuritization transaction
backed by one or more RMBS without first reviewing the ratings
(and, if appropriate, taking rating actions) on the underlying
RMBS, in addition to its normal surveillance of these underlying
transactions.  On Nov. 17, 2008, Moody's downgraded the rating of
the class 1A1 underlying certificate to Baa2, from Aaa.

When assigning a Aaa rating to class 1-A-1 resecuritization
certificate, Moody's first updated Aaa-stress loss and prepayment
assumptions on the remaining pool of loans in the underlying
transaction, based on the mortgage pool's past performance and
Moody's negative performance outlook on the RMBS sector.  Second,
multiple cash flow scenarios were run, assuming different
combinations of prepayment and loss timing on the underlying
mortgage pool.  In each scenario, cash flow from the underlying
bond was distributed to the 1-A-1 and 1-A-2 resecuritized
certificates according to the structure of the resecuritization
transaction: sequential principal paydown and reverse sequential
loss allocation.

As a result, the class 1-A-2 resecuritized certificate provides
further credit enhancement to the class 1-A-1 resecuritized
certificate.  Third, Moody's analyzed the loss on the class 1-A-1
resecuritized certificate at a Aaa stress level, and the
sensitivity of loss on the class 1-A-1 certificate to changes in
prepayment and loss assumptions.  Moody's found that the issuer's
targeted level of credit enhancement for the Class 1-A-1
resecuritized certificate was consistent with a Aaa rating.
The rating on the support bond, class 1-A-2, was based on (i) the
structure of the resecuritization transaction, (ii) the rating on
the underlying certificate, (iii) the size of the class 1-A-2
resecuritized certificate, and (iv) class 1-A-1's Aaa rating.

The probability of default for the class 1-A-2 resecuritized
certificate is the same as that for the underlying certificate.
However, Moody's anticipates a higher loss severity on the class
1-A-2 due to its subordinate position to class 1-A-1 (both in
terms of principal distribution and loss allocation), and smaller
size (when compared to underlying certificate).  Therefore, the
rating on class 1-A-2 resecuritized certificate is lower than the
Baa2 rating on the underlying certificate.

The method of arriving at the rating on the support bond class
1-A-2 involved several steps:

(1) Moody's projected the cash flows on the underlying certificate
    after applying the revised Baa2 stress loss and stressed
    prepayment assumptions.  This cash flow was then distributed
    to class 1-A-1 and class 1-A-2 resecuritized certificates
    according to the structure of the resecuritization transaction
    proposed by the issuer.

(2) Moody's derived the expected loss of the class 1-A-2
    resecuritized certificate based on the expected loss to the
    class 1-A-1 resecuritized certificate and the underlying
    certificate.  Based on the structure of the resecuritzation
    transaction, the expected loss, in dollars, on the underlying
    certificate equals the sum of the expected losses on the class
    1-A-1 and class 1-A-2 resecuritization certificates.  Using
    Moody's idealized loss rates for bonds at different rating
    levels and life, Moody's estimated the EL on the underlying
    certificate and class 1-A-1 resecuritization certificate at
    their respective ratings and life, and derived the EL on the
    class 1-A-2 resecuritized certificate.

(3) Finally, the rating on the class 1-A-2 was assigned after
    comparing the EL on class 1-A-2 to that of a benchmark bond
     (with similar weighted average life) based on Moody's
    idealized bond loss expectations.  Similar to the sensitivity
    analysis done on class 1-A-1, Moody's applied different
    combinations of prepayment and loss timing stresses on the
    underlying mortgage pool to test the stability of the ratings
    of class 1-A-2.

Because the ratings on class 1-A-1 and class 1-A-2 resecuritized
certificates are linked to the rating of the underlying
certificate and its mortgage pool performance, any rating action
on the underlying certificate may trigger a review of the ratings
on the class 1-A-1 and class 1-A-2 resecuritized certificates.

Wells Fargo Bank, NA will act as the Trustee in the transaction.

The complete rating actions are:

J.P. Morgan Mortgage Trust, Series 2008-R3

  -- Class. 1-A-1, rated Aaa
  -- Class 1-A-2, rated B1


KINGSLEY CAPITAL: Files Chapter 11 Plan and Disclosure Statement
----------------------------------------------------------------
Kingsley Capital Inc. filed with the U.S. Bankruptcy Court for
District of Colorado on Nov. 30, 2008, a Plan of Reorganization
and Disclosure Statement explaining said Plan of Reorganization.

                         Debtor's Assets

Kingsley Capital's primary source of income prior to bankruptcy
filing was from income from royalties earned pursuant to certain
licensing agreement with College Partnership, Inc., a company that
provided career services, test preparation and selection services
for college bound students.

Kingsley Capital also owns a 90% member interest in Good Earth
Minerals, LLC, which holds the mineral rights to 200 acres of high
grade gypsum deposits in Utah.  Based on an extremely conservative
estimate of 830,000 mineable tons and a price per ton of $40 to
$60, Behre Dolbear, an industry-recognized expert, valued the
after tax net present undiscounted value at between $3.6 million
and $8.7 million.  New Horizons Capital, LLC, a company owned by
insiders of the company, holds the Deed of Trust against the
mineral rights.

The Debtor also owns approximately 200 acres of raw land in
Ramona, California, suitable for the cultivation of grapes.  Based
on this proposed use, the property was appraised at $3,850,000 by
ProWest Appraisals.  The Ramona Property is current listed at
$3,399,000 per the listing agreement, which has a 6-month term,
with Tarbell Realty, a real estate broker employed by the Debtor
on Nov. 4, 2008, with Court authorization.  On May 23, 2008, the
Debtor filed a Chapter 11 petition to forestall the foreclosure of
the property by National Legal, which held the second priority
deed of trust on the property.  Fidelity Mortgage Lenders holds
the first deed of trust against the Ramona property.

The Debtor also has a claim in excess of $1.6 million against
College Partnership, which claim is secured by a blanket security
interest in all of College Partnership's assets.  The total value
of the collateral is uncertain.

                           Plan Summary

The primary purpose of the Plan is to permit the orderly
collection of the College Partnership assets, to achieve an
ordinary course sale or refinancing of the Ramona Property, and to
permit the ordinary course development and sale of the minerals.
The Debtor believes that it is solvent, particularly if permitted
a short amount of time to commence sales of the gypsum.

The Debtor anticipates that shortly into 2009, it will have
contracted for the sale of substantial quantities of gypsum,
possibly in the neighbourhood of 10,000 tons per month for a
substantial number of months.  Current pricing is expected to be
approximately $100 per ton, and the cost of extraction should not
exceed $10 per ton.

The cost of preparing the site for mining and transportation is
expected to be paid for by the initial buyer of gypsum.  Based on
the information provided by the broker who is working with the
Debtor, the Debtor believes that the first sales under a term
contract may begin as early as 90 to 120 days after the contract
is in place.  Assuming that it may take longer, however, the
Debtor believes that payment of all creditors in full, with
interest, is reasonably anticipated within one year, and possibly
much earlier.

The Debtor will cause Good Earth Minerals, LLC, to distribute 100%
of profits derived from the mineral rights, as if the company
were a division of the Debtor and not a subsidiary.

The Debtor will also continue with the efforts to sell or obtain
investment funding for the Ramona Property, by selling the land,
by finding one or more investors, or possibly by leasing a
portion of the land for grape cultivation.

Finally, the Debtor will continue its efforts to collect the
College Partnership receivables collateral, to sell College
Partnership's media credits and otherwise to realize whatever
value can be gleaned from other College Partnership assets.

                       Treatment of Claims

Allowed Administrative Priority Claims will be paid in full.  All
fees of professional approved by the Court will be paid by the
Debtor.  Subject to confirmation of the Plan, Onsager, Staelin &
Guyerson, LLC, has agreed to defer payment until after the first
payment to general unsecured creditors.  Fees of the United States
Trustee will be paid on confirmation.

Allowed priority Unsecured Tax Claims, which the Debtor believes
are less that $500, will be paid in full on the Effective Date.

a) Class 1 -- San Diego Secured Claim -- $30,000

The Allowed Secured Claim of San Diego for real property taxes
will be paid in full over two years.  Interest shall be at the
rate of 10% p.a or such other interest rate as may be determined
by the Court if San Diego County objects to such rate.  Payments
shall be for interest only for the first three months.
Thereafter, the principal balance plus interest shall be amortized
over 21 months sufficient to pay the Claim in full two years from
the Effective Date.  San Diego County will retain its lien against
the Ramona Property with the same validity, priority and effect it
held immediately prior to the filing date of the Chapter 11 case.
In addition, the Class 1 Claimant shall receive Distributions of
all Available Cash before any Distributions of Available Cash are
made to any other Claimant until the Class 1 Claim is paid in
full.

b) Class 2 -- Fidelity Secured Claim -- $1,100,000

The Allowed Secured Claim of Fidelity Mortgage Lenders, Inc. will
be paid in full within 18 months from the Effective Date, with
interest at the rate of 10% p.a. or such other interest rate as
may be determined by the Bankruptcy Court if Fidelity
objects to such rate.  Payments shall be for interest only
commencing on the Effective Date with the balance of principal and
interest due in full that is 18 months from the Effective Date.
Fidelity will retain its lien against the Ramona Property with the
same terms, validity, priority and effect it held immediately
prior to the filing date of the Chapter 11 case, except as
modified herein.

In the event the Debtor sells the Ramona Property, the proceeds of
sale shall go first to pay sale expenses and then to pay Fidelity
up to the then current balance of its Allowed Claim.

In addition, the Class 2 Claimant shall receive Distributions of
fifty percent (50%) of all Available Cash after the Claims in
Classes 1, 3, 5, 6, and 7 have been paid or reserved for in full
and before any Distributions of Available Cash are made to any
Class until the Class 2 Claim is paid in full.

c) Class 3 -- National Legal Secured Claim -- $360,000

The Class 3 Claim shall be paid in full in monthly payments, over
a period of two (2) years from the Effective Date, including
interest at the rate of 12.875% p.a. or such other interest rate
as may be determined by the Bankruptcy Court if National Legal
objects to such rate.  Monthly payments of interest only shall
commence on the first day of the month following the Effective
Date for four months.  Thereafter, the balance of principal and
interest will be paid in twenty equal monthly instalments of
principal and interest.  National Legal will retain its lien
against the Ramona Property with the same validity, priority and
effect it held immediately prior to the filing date of
the Chapter 11 case.

In the event the Debtor sells the Ramona Property, the proceeds of
sale shall go first to pay sale expenses, second to pay Fidelity
up to the then current balance of its Allowed Claim, and third
to pay National Legal up to the then current balance of its
Allowed Claim.

In addition, the Class 3 Claimant shall receive Distributions of
25.0% of Available Cash after the Class 1 Claim and Class 6 Claims
have been paid or reserved for in full, and Distributions of 85%
of Available Cash after all Class 7 Claims have been paid or
reserved for in full, until the Class 3 Claim is paid in full.

d) Class 4 -- John Grace/New Horizons Secured Claim

The Class 4 Claim shall be paid in full on or before five (5)
years from the Effective Date, including interest at the rate of
10% p.a. or such other interest rate as may be determined by the
Bankruptcy Court if the Class 4 Claimant objects to such rate.
The Class 4 Claimant shall receive Distributions of fifteen
percent (15.0%) of Available Cash after the San Diego Class 1
Claim and Unsecured Priority Class 6 Claims have been paid or
reserved for in full, and Distributions of fifty percent (50%) of
Available Cash after the National Legal Class 3 and all General
Unsecured Class 7 Claims have been paid or reserved for in full.
The Class 4 Claimant will retain its lien with the same validity,
priority and effect it held immediately prior to the filing date
of the Bankruptcy Case.  Any Distributions on the Class 4 Allowed
Claim shall be credited against the Allowed New Horizons Class 8
Claim as well.

In the event the Debtor sells the Ramona Property, the proceeds of
sale shall go first to pay any sale expenses, second to pay the
Fidelity Class 2 Claimant up to the then current balance of its
Allowed Claim, third to pay the National Legal Class 3 Claimant up
to the then current balance of its Allowed Calim, and fourth to
pay the Class 4 Claimant up to the then current balance of tis
Allowed Class 4 Claim.

e) Class 5 -- Burg Simpson Secured Claim

The Allowed Secured Claim of Burg Simpson Eldredge Hersh &
Jardine, PC is for a note executed by the Debtor for certain legal
services performed for College Partnership secured by a fourth
priority lien against the Ramona Property.  The Class 5 Claim
shall be paid in full over a period of two (2) years in monthly
payments with interest at the rate of 8.0% or such other
interest rate as may be determined by the Bankruptcy Court if the
Class 5 Claimant objects to such rate.  Monthly payments of
interest only shall commence on the first day of the sixth
calendar month following the Effective Date for six months.
Thereafter, Class 5 Claimant shall be paid in twelve equal monthly
instalments of principal and interest.  Class 5 Claimant will
retain its lien with the same validity, priority and effect it
held immediately prior to the filing date of the Bankruptcy Case.

In the event the Debtor sells the Ramona Property, the proceeds of
sale shall go first to pay any sale expenses, second to pay the
Class 2 Claimant up to the then current balance of its Allowed
Claim, third to pay the Class 3 Claimant up to the then current
balance of its Allowed Claim, fourth to pay the Class 4 Claimant
up to the then current balance of its Allowed Claim, and fifth
to pay the Class 5 Claimant up to the then current balance of its
Allowed Claim.

Notwithstanding its classification as a Secured Claim, the Debtor
shall also make Distributions to the Class 5 Claimant a Pro Rata
share of Available Cash as if its Claim (calculated under this
Section 4.5) were an Allowed Class 7 Claim.  In such event, any
Distribution so made shall be credited against the monthly
instalments otherwise coming due to the Class 4 Claimant after the
date of such Distribution, and the Debtor shall not be required to
make any further instalment payments under this Section 4.5 until
such credit is exhausted.

f)Class 6 -- Priority Non-Tax Claims -- $17,000

Commencing as soon as practicable after the Effective Date, the
Claimants of Class 7 Claims shall receive their Pro Rata share of
the Debtor's Available Cash not used to pay Allowed Administrative
Claims, provided that all Allowed Class 6 Claims shall be paid in
full on or before a date that is five (5) years from the Effective
Date.

g) Class 7 -- General Unsecured Claims -- $350,000 to $450,000

Commencing as soon as practicable after the Effective Date, the
Claimants of Class 7 Claims shall receive their Pro Rata
share of the Debtor's Available Cash not used to pay Allowed
Administrative Claims, Allowed Professional Fee Claims, Allowed
Class 6 Priority Non-Tax Claims, Allowed Priority Unsecured
Tax Claims, the payments then due to the Allowed Claims in Classes
1 through 4, or to reserve for payment of any such Claims not yet
Allowed.  The Debtor shall reserve in the Disputed Claims Reserve
the Pro Rata share of the Available Cash allocable to Disputed
General Unsecured Claims.  At such time as a Disputed General
Unsecured Claim is Allowed, (a) the Debtor shall distribute within
15 Business Days, but not later than the next general distribution
on Class 7 Claims, an amount equal to the Pro Rata share already
paid to all other Allowed Class 7 Claims, and (b) any amount of
Available Cash reserved with regard to such Claim in excess of
such Pro Rata share shall no longer be reserved.

Class 7 Claims shall be entitled to interest calculated from the
Petition Date at the rate of 8.0% .a. through day that is the
three months' anniversary of the Effective Date; interest on the
unpaid principal balance of the Allowed Claims at the rate of
10.0% p.a. from the three months' anniversary through the date
that is the six months' anniversary of the Effective Date;
interest on the unpaid principal balance of the Allowed Claims at
the rate of 12.0% per annum from the nine months' anniversary
through the date that is the twelve months' anniversary of the
Effective Date; and interest on the unpaid principal balance of
the Allowed Claim at the rate of 15.0% p.a. thereafter until paid
in full.  All payments will be applied first to interest and
then to principal.

h) Class 8 -- New Horizon Claims

The Claim of New Horizons, LLC, other than the Class 5 Claim,
shall be subordinated to payment of the Allowed Claims in Classes
1, 3, 4, 5, 6 and 7.  As soon as reasonably practical following
the date upon which the Debtor has either paid in full or reserved
for the payment of all Allowed Administrative Claims, Professional
Fee Claims and Priority Non-Tax Claims and all Claims in Classes
1, 3, 4, 5, 6 and 7, the Claimant with the Allowed Class 8 Claim
shall become entitled to receive distributions of all Available
Cash until its Allowed Claim is paid in full.

i) Class 9 -- Interests

Except as otherwise provided herein, Claimants of Interests shall
remain unimpaired.

                          One Claim Rule

With respect to each Class of Claims, a holder will be deemed to
hold only a single claim in such Class, regardless of how many
separate Claims have been scheduled by the Debtor or filed by the
holder.  If any Claim or any portion of the Claim in a particular
Class is disputed, no distribution will be made with respect to
such Claim until the entire Claim is allowed.


Claims in Classes 1 through 8 are impaired.  Holders of Allowed
Claims in Classes 1 through 8 are entitled to vote.

The Court will hold a hearing to consider the Disclosure Statement
explaining the Plan of Reorganization on Jan. 13, 2009.

A full-text copy of the Debtor's Plan of Reorganization, dated
Nov. 30, 2007, is available for free at:

               http://researcharchives.com/t/s?35c1

A full-text copy of the Debtor's Disclosure Statement explaining
the Plan of Reorgnization, dated Nov. 30, 2007, is available for
free at:

               http://researcharchives.com/t/s?35c2

Denver, Colorado-based Kingsley Capital Inc. filed for Chapter 11
relief on May 23, 2008 (Bankr. D. Colo. Case No. 08-17152).
Christian C. Onsager, Esq., David M. Rich, Esq., and Michael J.
Guyerson, Esq., at Onsager, Staelin & Guyerson LLC, represent the
Debtor as counsel.  The Debtor filed on June 9, 2008, its
schedules of assets and schedules, disclosing total assets of
$10,356,146 and total liabilities of $5,028,840.


KLIO III: Moody's Puts 'Ba2' Rating on $3.58 Bil. Class F Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a long term rating on this
class of notes issued by Klio III Funding, Ltd.:

(1) Ba2 to the US$3,583,142,000 Class F Float Rate Funded Note Due
    Nov. 1, 2040

Moody's initially analyzed and continues to monitor this
transaction using primarily the methodology and its supplements
for ABS CDOs as described in Moody's Special Reports:

  -- Moody's Approach to Rating Multisector CDOs (Sept. 15, 2000)

  -- Moody's Approach To Rating Synthetic Resecuritizations
     (Oct. 29, 2003)

  -- Moody's Revisits its Assumptions Regarding Structured Finance
     Default (and Asset) Correlations for CDOs (June 27, 2005)

  -- Moody's Modeling Approach to Rating Structured Finance Cash
     Flow CDO Transactions (Sept. 26, 2005)

  -- When Short-Term CDO Tranches Effectively Become Long-Term
     Obligations (June 6, 2008)

Moody's ratings of the Notes address the ultimate cash receipt of
all interest and principal payments required by the Notes'
governing documents, and are based on the expected loss posed to
holders of the Notes relative to the promise of receiving the
present value of such payments.  The ratings on the Notes are also
based upon the transaction's legal structure and the
characteristics of the collateral pool.

Klio III Funding, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.
In conjunction with this rating action, Moody's has also withdrawn
the long-term rating of Aa1 assigned to the CP Notes in this
transaction. This rating was withdrawn since the CP notes have now
been replaced by the Class F Notes.


LIBBEY GLASS: Moody's Changes Outlook to Negative & Keeps Ratings
-----------------------------------------------------------------
Moody's Investors Service revised the ratings outlook for Libbey
Glass Inc. to negative from stable, and affirmed all other
ratings, including the B2 corporate family and probability of
default ratings, B2 rating on its second lien senior secured
notes, and its SGL-3 speculative grade liquidity rating.

The outlook change to negative reflects Moody's expectation for
weaker operating performance and credit metrics as a result of the
deteriorating macroeconomic environment, as weaker consumer
spending will likely continue to pressure demand within its retail
and foodservice end markets.  The company's results will likely be
further pressured in 2009 by ongoing pension payments and its very
high interest burden, especially with interest on its senior
subordinated secured PIK note turning cash pay in June 2009 with
the first cash payment due in December 2009.

The SGL-3 rating reflects adequate liquidity, supported by the
expectation that internally generated cash flow, cash balances,
and ample availability under its asset-based revolver should be
sufficient to fund internal needs over the next twelve months.
Libbey Glass' B2 corporate family rating reflects the company's
leading market position in foodservice glassware, strong brand
names, geographic diversification, extensive distribution
capabilities, and outlook for continued longer term global growth
and profitability improvement, especially in China.  However, the
rating are tempered by the company's weak credit metrics stemming
from high debt levels and significant interest burden, and weak
cash flow due to the ongoing capital intensive nature of its
business, interest and pension payments.

These ratings were affirmed:

  -- Corporate family rating at B2
  -- Probability of default rating at B2
  -- Second lien senior secured notes due 2012 at B2 (LGD4, 55%)
  -- Speculative Grade Liquidity Rating at SGL-3

The rating outlook is negative.

The last rating action on Libbey Glass was on June 9, 2006, when
Moody's affirmed the company's B2 corporate family rating and
assigned a B2 rating on the second lien notes.

Headquartered in Toledo, Ohio, Libbey Glass Inc. is the largest
manufacturer of glass tableware in North America, and one of the
largest manufacturers of glass tableware in the world.  Revenues
for the latest twelve month period ending Sept. 30, 2008 were
$851 million.  The Company serves foodservice, retail, industrial,
and business-to-business customers in over 100 countries.  It is
the operating subsidiary of Libbey Inc.


MACARTHUR HEIGHTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: MacArthur Heights Homeowners' Association
        c/o Walsh Property Management
        PO Box 2675
        Castro Valley, CA 94546

Case No.: 08-47156

Petition Date: December 2, 2008

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

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Eric A. Nyberg, Esq.
                  Kornfield, Paul, Nyberg and Kuhner
                  1999 Harrison St. #2675
                  Oakland, CA 94612
                  Tel: (510) 763-1000
                  Email: e.nyberg@kornfieldlaw.com

Estimated Assets: $100,001 to $500,000

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/canb08-47156.pdf


MCJUNKIN RED: S&P Retains 'BB' Rating on Senior Secured Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating on McJunkin
Red Man Corp.'s senior secured asset-based loan revolving credit
facility at 'BB' (two notches higher than the 'B+' corporate
credit rating on holding company McJunkin Red Man Holding Corp.).
The recovery rating is unchanged at '1', which indicates S&P's
expectation of very high (90% to 100%) recovery in the event of a
payment default.  The affirmation follows the company's
announcement of a $100 million increase of the ABL facility that
will take effect on Jan. 2, 2009.  The increase will bring the
total size of the facility to $900 million.

The rating on MRMHC reflects the highly fragmented and competitive
industry in which the company operates, cyclical end markets, the
risk that volatile steel prices may hurt profitability, and
relatively slow inventory turns.  The company's geographic and
customer diversity, highly variable cost structure, and contracts
that generally allow the company to pass along price increases
only partially offset these weaknesses.

MRMHC is a distributor of pipes, valves, and fittings, primarily
to the oil and gas industry, with exposure to every segment of the
value chain.

                           Ratings List

                      McJunkin Red Man Corp.
                 McJunkin Red Man Holding Corp.

          Corporate credit rating            B+/Stable/--

                          Rating Affirmed

                      McJunkin Red Man Corp.

          ABL revolving credit facility      BB
            Recovery rating                  1


ML-CFC COMMERCIAL: S&P Upgrades Rating on Class H Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
H commercial mortgage pass-through certificates from ML-CFC
Commercial Mortgage Trust 2006-1.  Concurrently, S&P affirmed its
ratings on 23 other classes from this transaction.

The upgrade reflects improvements in servicer-reported occupancy
and net cash flow for three of the loans that were credit concerns
when S&P reviewed the transaction in July 2008.  In addition, one
other loan that was a credit concern in July 2008 is in the
process of being assumed.  The sale price of the property securing
this loan is well in excess of the outstanding debt.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

Details on the four loans that are no longer credit concerns are:

  -- The Breckenridge Park Portfolio loan ($17.6 million, 1%) is
     secured by a 273,435-sq.-ft. industrial property in Tampa,
     Florida.  The servicer reported a debt service coverage of
     1.21x for the three-month period ending March 31, 2008, up
     from 0.95x for the year ended Dec. 31, 2007.  In addition,
     the loan was assumed in October 2008.  The sale price for the
     property securing this loan was $26.2 million.

  -- The Village Faire Shopping Center loan ($17.4 million, 1%) is
     secured by a 92,073-sq.-ft. retail property in Carlsbad,
     California.  The servicer reported a DSC of 1.14x for the
     six-month period ending June 30, 2008, up from 0.98x for the
     year ended Dec. 31, 2007.  Standard & Poor's reviewed a rent
     roll dated August 2008, which indicated occupancy of 92%.
     Standard & Poor's expects the DSC to remain stable.

  -- The PCG Corporate Center loan ($6.2 million, 0.3%) is secured
     by a 41,350-sq.-ft. office property in Portland, Oregon.  The
     servicer reported a negative DSC in 2007 because tenants were
     paying their rent late; however, the servicer reported a DSC
     of 1.46x for the three-month period ending March 31, 2008.
     The loan was assumed in May 2007.  The sale price for the
     collateral property was $9.3 million.

  -- The 501 East Virginia Way loan ($5.8 million, 0.3%) is in the
     process of being assumed and has been transferred to the
     special servicer.  This loan is discussed below.

Standard & Poor's has credit concerns with seven ($87.2 million)
of the 12 loans ($155.5 million) in the pool that are expected to
have or reported a DSC of less than 1.0x.  The seven loans with
low DSC are secured by primarily office and retail properties,
have an average balance of $12.5 million, and have experienced a
weighted average decline in DSC of 33% since issuance.  Details on
the two largest loans that are credit concerns are:

  -- The Prince Georges Center II loan ($41.9 million, 2%) is the

     10th-largest loan in the pool and is secured by a 394,768-
     sq.-ft. office property in Hyattsville, Maryland.  The loan
     is on the master servicer's watchlist and is a credit concern
     because the DSC was 0.70x as of June 30, 2008, compared with
     1.24x at issuance. The decline in DSC was due primarily to an
     increase in the collateral property's utility expense, which
     is not fully reimbursable to the borrower. The property is
     100% occupied and nearly all (99.5%) of the net rentable area
     is occupied by the U.S. Treasury Department.

The DSC is likely to remain below 1.0x. There are no debt service
reserves in place.

  -- The Colonial Mall Glynn Place loan ($21.7 million, 1%) is
     the fourth-largest loan on the watchlist and is secured by
     282,182 sq. ft. of a 501,791-sq.-ft. regional mall in
     Brunswick, Georgia.  The loan is on the master servicer's
     watchlist and is a credit concern because one of the anchors,
     Steve & Barry's, has announced it will be closing its store
     at the property in the near future.  Once the store closes,
     occupancy at the property will drop to 63%.  Standard &
     Poor's expects the DSC to fall below 1.0x once the tenant
     ceases to pay rent.

The remaining five loans are not credit concerns because they have
significant debt service reserves and are secured by properties
that have experienced improved occupancy.

As of the Nov. 12, 2008, remittance report, the collateral pool
consisted of 148 loans with an aggregate trust balance of
$2.1 billion, compared with 152 loans totaling $2.1 billion at
issuance.  The master servicer, Wachovia Bank N.A., reported
financial information for 99% of the pool, 96% of which was full-
year 2007 data.  Standard & Poor's calculated a weighted
average DSC of 1.71x for the pool, up from 1.60x at issuance.
There are no delinquent loans in the pool and the trust has not
experienced any losses to date.

The top 10 loans have an aggregate outstanding balance of
$968.9 million (46%) and a weighted average DSC of 2.01x, up from
1.85x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures.  One of the properties (Birney
Mall) that collateralizes one of the top 10 loans (Lightstone
Portfolio) was characterized as "fair;" another property was
characterized as "excellent;" and the remaining properties were
characterized as "good."

Three loans totaling $283.0 million (13%) continue to exhibit
credit characteristics consistent with those of investment-grade
rated obligations.  The credit characteristics of these loans,
Kenwood Towne Centre, 60 State Street, and the Southern California
Ground Lease Portfolio, are comparable to those at issuance.

Two assets ($12.1 million balance) are with the special servicer.

Details for these assets are:

  -- The 501 East Virginia Way and 755 East Virginia Way loans
     have a combined balance of $12.1 million.  The loans are
     secured by two multifamily properties totaling 300 units in
     Barstow, California.  The loans were transferred to the
     special servicer, Midland Loan Services, on Aug. 13, 2008,
     because the borrower requested a forbearance agreement.  The
     loans are current, and are in the process of being assumed.
     S&P expects the loans to be transferred back to the master
     servicer once the assumptions are complete.

Wachovia reported a watchlist of 19 loans ($404.7 million, 19%).
While three of the 10 largest loans ($257.7 million, 12%) in the
pool are on the servicer's watchlist for low DSC, the loans are
performing within S&P's expectations and are not credit concerns
at this time.

The remaining loans are on the watchlist primarily because of low
occupancy or a decline in DSC since issuance.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the raised and
affirmed ratings.

                          Rating Raised

            ML-CFC Commercial Mortgage Trust 2006-1
         Commercial mortgage pass-through certificates

                     Rating
                     ------
          Class    To      From      Credit enhancement
          -----    --      ----      ------------------
          H        BBB-    BB+                 2.93%

                         Ratings Affirmed

            ML-CFC Commercial Mortgage Trust 2006-1
         Commercial mortgage pass-through certificates

             Class    Rating        Credit enhancement
             -----    ------        ------------------
             A-1      AAA                       30.57%
             A-2      AAA                       30.57%
             A-3      AAA                       30.57%
             A-3FL    AAA                       30.57%
             A-3B     AAA                       30.57%
             A-SB     AAA                       30.57%
             A-4      AAA                       30.57%
             A-1A     AAA                       30.57%
             A-M      AAA                       20.38%
             AJ       AAA                       11.72%
             AN-FL    AAA                       11.72%
             B        AA                         9.30%
             C        AA-                        8.28%
             D        A                          6.88%
             E        A-                         6.11%
             F        BBB+                       4.97%
             G        BBB                        4.20%
             J        BB                         2.67%
             K        BB-                        2.42%
             L        B                          2.04%
             M        B-                         1.91%
             N        CCC+                       1.53%
             P        CCC                        1.27%
             X        AAA                         N/A

                      N/A - Not applicable.


NETVERSANT SOLUTIONS: U.S. Trustee Wants Auction Halted
-------------------------------------------------------
Bankruptcy Law360 reports that Roberta DeAngelis, Acting U.S.
Trustee for Region 3, has asked the U.S. Bankruptcy Court for the
District of Delaware to stop the auction of the assets of
NetVersant Solutions Inc.  The U.S. Trustee, the report says,
contends that the sale schedule is being rushed in favor of
prepetition lenders as a condition to the lenders extending
postpetition financing.

NetVersant and its debtor-affiliates are seeking to sell
substantially all of their assets pursuant to competitive bidding
and auction.  Bankruptcy Insider says NetVersant seeks to sell its
assets for $130,000,000.  Bankruptcy Insider reports that
prepetition lender Patriarch Partners Agency Services made a
stalking-horse bid for the Debtors' assets.

As reported by the Troubled Company Reporter on November 24, 2008,
the Hon. Peter J. Walsh authorized the Debtors to obtain, on an
interim basis, up to $11 million postpetition financing from group
of financial institution led by Patriarch, as administrative
agent, and Zohar CDO 2003-1 Limited, Zohar II 2006-1 Limited and
Zohar III Limited, as lenders.

The Debtors need the funding for (i) working capital and generate
corporate purposes; (ii) payment of costs of administration of the
Chapter 11 cases; (iii) payment of interest and fees under the
debtor-in-possession agreement; and (iv) payment of costs and
expenses of the DIP agent in connection with the Chapter 11 cases.

The lenders committed to provide as much as $20 million to the
Debtors.

According to the credit agreement, the facility will incur
interests at a per annum rate equal to:

   i) the LIBOR Rate plus the LIBOR Rate Margin if the relevant
      obligation is an advance that is a LIBOR Rate Loan;

  ii) the Base Rate plus the Base Rate Margin if the relevant
      obligation is an advance that is a Base Rate Loan,; and

iii) the Base Rate plus the Base Rate Margin; Provided, however,
      that in no event will the Base Rate plus the Base Rate
      Margin be less than the LIBOR Rate plus the LIBOR Rate
      Margin.

The LIBOR Rate Margin is 8% and the Base Rate Margin is 7%.

To secure their DIP obligations, the lenders will be granted
superpriority administrative claims over all other administrative
claims under Section 507(b) of the United States Bankruptcy
Court.  Moreover, the lender will be paid a 2% of the commitment
at closing due and payable on the termination date.

The credit agreement contains customary and appropriate events of
default.

A hearing is set for Dec. 5, 2008, at 2:00 p.m., to consider final
approval of the motion.  Objections, if any, are due Dec. 4,2008.

A full-text copy of the Debtor-in-Possession Credit Agreement is
available for free at http://ResearchArchives.com/t/s?350f

A full-text copy of the Debtor-in-Possession Budget is available
for free at http://ResearchArchives.com/t/s?350f

Meanwhile, NetVersant, according to Bankruptcy Law360, filed a
verified complaint on November 19, asking the Court to block more
than 100 subcontractors and suppliers from taking any enforcement
actions against the Debtors' customers that could freeze cash flow
and force the Debtors to liquidate.

                    About NetVersant Solutions

Headquartered in Houston, Texas, NetVersant Solutions, Inc. --
http://www.netversant.com/-- provides wireless network
infrastructure services.  The company also provides an array of
voice, video and data communication services.  The company and 20
of its affiliates filed for Chapter 11 protection on November 19,
2008 (Bankr. D. Del. Lead Case No. 08-12973).  Daniel B. Butz,
Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht &
Tunnell, represents the Debtors in their restructuring efforts.
The Debtor selected Porter & Hedges LLP as local counsel.  When
they filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million each.


NEW CENTURY: May Use Laurus' Cash Collateral Until Jan. 8, 2009
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
granted Gulf Coast Oil Corp., Century Resources, Inc., and New
Century Energy Corp.'s request dated Nov. 3, 2008, for permission
to use Cash Collateral in which Laurus Master Fund, Ltd., asserts
an interest, in accordance with a budget.

The Stipulated Final Order Authorizing Use of Cash Collateral
dated Sept. 29, 2008, shall continue in effect, and the Debtors
are authorized to use cash collateral for the period Dec. 1, 2008,
through Jan. 8, 2009.

On Dec. 8, 2008, the Court will consider approval of the Debtors'
proposed Disclosure Statement, and if not so approved, the Court
will consider, on such date, whether to continue the Debtors' use
of Laurus' cash collateral from and after such date through
Jan. 8, 2009.

On Jan. 8, 2009, which date is also the scheduled hearing date for
confirmation of the Debtors' proposed Plan of Reorganization, the
Court shall consider whether to authorize the continued use of
cash collateral after Jan. 8, 2009.

Based in Houston, Gulf Coast Oil Corp., Century Resources, Inc.
and New Century Energy Corp. are engaged in independent oil and
gas exploration and production.  The Debtors' major areas of
operations are located onshore United States, primarily in
McMullen, Matagorda, Wharton, Goliad, and Jim Hogg Counties in
Texas.

All of the Debtors oil and gas properties are operated by Century
Resources, a wholly owned operating subsidiary of New Century.
Title ownership of the various oil and gas properties are held in
three entities -- Gulf Coast Oil, another wholly owned subsidiary
of New Century; New Century and Century Resources, with all field
operations conducted under the name of Century Resources.  The
working interest ownership of the various operated properties
range from 80% in the Sargent South Field in Matagorda County,
Texas, to 100% in the San Miguel Creek Field (McMullen County,
Texas), Mustang Creek Field (McMullen and Atascosa Counties,
Texas), Prado Field (Jim Hogg County, Texas), Soleberg Wilcox
Field (Goliad County, Texas), and Tenna Field (Wharton County,
Texas).  Additionally, the Debtors own a 15.20% non-operated
working interest with a 12.214% net revenue interest in the
Wishbone Field in McMullen County, Texas.

The Debtors filed separate petitions for Chapter 11 relief on
July 28, 2008 (Bankr. S.D. Tex. Lead Case No. 08-50213).  As of
March 31, 2008, Gulf Coast had total assets of $51,901,717 and
total debts of $75,326,678.


NOKOMIS REAL ESTATE: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Nokomis Real Estate Venture, LLC
          dba Nokomis Inn & Suites
          dba Nokomis Motor Inn
        119 Tamiami Trail
        Nokomis, FL 34275

Case No.: 08-19272

Petition Date: December 2, 2008

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

Debtor's Counsel: Benjamin G. Martin, Esq.
                  Law Offices of Benjamin Martin
                  1620 Main Street, Suite 1
                  Sarasota, FL 34236
                  Tel: 941-951-6166
                  Fax: 941-951-2076
                  Email: skipmartin@verizon.net

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

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

A list of the Debtor's 7 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/flmb08-19272.pdf


O'RYAN PACKAGE: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: O'Ryan Package Store, Inc.
                1424 Avenue of the Americas
                New York, NY 10019

Case Number: 08-14800

Type of Business: The Debtor operates a liquor Store.

Involuntary Petition Date: December 1, 2008

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Petitioner's Counsel: Lawrence F. Morrison, Esq.
                      morrlaw@aol.com
                      220 East 72nd Street
                      New York, NY 10021
                      Tel: (212) 861-1224

   Petitioners                                      Claim Amount
   -----------                                      ------------
The Villano Family Limited                          $236,375
Partnership
120 West 58th Street, Ste. 3D
New York, NY 10019


PAUL REINHART: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Paul Reinhart, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Texas, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------           ------------     ------------
  A. Real Property                   $45,851
  B. Personal Property          $143,897,859
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $153,378,065
     Secured Claims
  E. Creditors Holding                                $62,436
     Unsecured Priority
     Claims
  F. Creditors Holding                            $93,981,094
     Unsecured Non-priority
     Claims
                                ------------     ------------
TOTAL                           $143,943,710     $247,421,595

                        About Paul Reinhart

Based in Richardson, Texas, Paul Reinhart Inc. is a cotton
merchant serving organic and traditional growers and textile
mills.  The company filed for Chapter 11 relief on Oct. 15, 2008
(Bankr. N.D. Tex. 08-35283).  Deborah M. Perry, Esq., and E. Lee
Morris, Esq., at Munsch Hardt Kopf & Harr, P.C., represent the
Debtor as counsel.  The U.S. Trustee for Region 6 appointed
creditors to serve on an Official Committee of Unsecured Creditors
in this cases.  Michael R. Rochelle, Esq., and Sean Joseph, Esq.,
at Rochelle McCullough L.L.P. represents the Committee.


PILGRIM'S PRIDE: Receives Approval of "First Day" Motions
---------------------------------------------------------
Pilgrim's Pride Corporation, together with certain of its wholly
owned subsidiaries, obtained approval of "first day" motions by
the United States Bankruptcy Court for the Northern District of
Texas.  The Company received interim approval to access $365
million of its $450 million debtor-in-possession financing
facility arranged by Bank of Montreal as lead agent.  The DIP
financing, combined with cash generated from ongoing operations,
will allow the Company to satisfy its customary business
obligations, including the timely payment of employee wages and
payments to vendors.  The final DIP hearing is scheduled for
December 17, 2008.

The Company also announced that it received Court approval to,
among other things, pay pre-petition employee wages, health
benefits, and other employee obligations during its restructuring
under Chapter 11.  Additionally, the Company is authorized to
continue to honor all of its current customer policies without
interruption, including marketing development, rebate and
prepayment programs, coupon programs, product replacement and
customer refunds.

"The Court's approval of our DIP financing and first day motions
is a positive first step toward a successful restructuring," said
Clint Rivers, president and chief executive officer.  "Throughout
this process, we will continue to operate our business without
interruption, including paying employee wages and purchasing the
goods and services necessary to serve our customers.  We have been
working hard to address the operational and financial challenges
we currently face, and this restructuring will help us not only
meet these challenges, but also enhance the efficiency of our
operations, strengthen our balance sheet and position Pilgrim's
Pride to compete more effectively in the future."

Additionally, the Company noted that the New York Stock Exchange
has suspended Pilgrim's Pride common stock as a result of the
Company's filing of its Chapter 11 petitions.  The Company's
common stock is now quoted on the Pink Sheets Electronic Quotation
Service and has been assigned the ticker symbol "PGPDQ.PK."
Information about this service is available at
http://www.pinksheets.com/

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


PILGRIM'S PRIDE: Sec. 341 Meet of Creditors Scheduled for Jan. 30
-----------------------------------------------------------------
William T. Neary, United States Trustee for Region 7, will
convene a meeting of creditors of Pilgrim's Pride Corporation and
its affiliates on January 30, 2009, at 4:00 p.m., at Room  976,
at 1100 Commerce Street, in Dallas, Texas.

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

Attendance by the Debtor's creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.

A notice filed with the Court said the deadline for filing proofs
of claim is set for April 30, 2009.  The Debtors have not yet
sought approval from the Court of a claims bar date in the
Chapter 11 cases.

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


PILGRIM'S PRIDE: To Timely Pay for Goods Delivered Postpetition
---------------------------------------------------------------
Pilgrim's Pride Corp. and its debtor affiliates seek approval from
the U.S. Bankruptcy Court for the Northern District of Texas to
grant their vendors administrative expense priority status for
goods arising from postpetition deliveries.

The Debtors rely on numerous suppliers including vendors of corn,
soybean meal, and other chicken-feed ingredients, pullet chickens
and equipment.  They also rely on service providers, including
packagers, transporters, service technicians, sanitation
providers and inspectors to support their day-to-day operations
and to ensure compliance with governmental regulations
particularly those enacted by the United States Department of
Agriculture.

The Debtors' proposed counsel, Stephen A. Youngman, Esq., at
Weil, Gotshal & Manges LLP, in Dallas, Texas, relates that as a
consequence of the Debtors' Chapter 11 filing, Vendors may be
concerned that postpetition delivery of goods and services
ordered before the Petition Date will give rise general unsecured
claims against the Debtors' estates.  To that extent, Vendors may
refuse to deliver or perform the goods or services that are
subject to prepetition orders unless the Debtors either issue
substitute purchase orders or obtain a Court order affording
priority under Section 503(b) of the Bankruptcy Code to all of
their undisputed obligations arising from postpetition
deliveries, and seek authorization to pay those obligations in
the ordinary course of business.

The Debtors propose to grant pursuant to Sections 503(b) and
507(a)(2) of the Bankruptcy Code, their Vendors administrative
expense priority status for undisputed obligations arising from
postpetition deliveries.  The Debtors also seek the Court's
authority, out of abundance of caution, to satisfy their
undisputed obligations to the Vendors in the ordinary course of
the business pursuant to Section 363(c) of the Bankruptcy Code.

"The relief requested . . . will ensure a continuous supply of
goods and services that are indispensable to the Debtors'
operations," Mr. Youngman says.  He assures the Court that the
Debtors' estate will directly benefit from the postpetition
deliveries under the prepetition orders.

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


PILGRIM'S PRIDE: Proposes to Pay Pre-Bankruptcy Dues to Growers
---------------------------------------------------------------
Pilgrim's Pride Corp. and its debtor affiliates seek approval from
the U.S. Bankruptcy Court for the Northern District of Texas to
pay prepetition amounts owed to independent contract growers.

In addition to the poultry processing arms of their businesses,
Pilgrim's Pride and its affiliates, in the ordinary course, raise
chickens for slaughter.  Specifically, the Debtors purchase
chicks, called "pullets", and deliver them to grow-out farms to be
raised over a 20-week period to become breeder hens and roosters.
After 20 weeks, hens and roosters are transported to breeder
farms.  The breeder hens are prepared for the egg laying process
over a five- week period and then produce eggs until they are 62
to 66 weeks old, at which point the breeder hens and roosters are
sold by the Debtors to third parties for slaughter.

Broiler eggs laid at breeder farms are delivered to hatcheries to
be incubated for 21 days at which time the chicks hatch and are
assigned and delivered to broiler grow-out farms.  At the broiler
grow-out farms, chicks are raised for six to ten weeks depending
on the desired size of the broiler.  When broiler chickens reach
full growth, they are caught and delivered to processing plants.

The Debtors enter into contractual growing arrangements with
those independent contracts growers.  Pursuant to the Growing
Arrangements, the Growers own and operate the farm, chicken
houses, equipment, utilities and labor required to raise and care
for the Debtors' chickens, while the Debtors provide the live
poultry as well as feed, veterinary services, technical
assistance, and the Debtors' recommendations as to the technical
aspects of efficiently growing, feeding and caring for the
chickens. In almost all cases, the Growers are independent
farmers who raise poultry solely for the Debtors.

The Debtors' general practice is to pay the Broiler Growers by
Friday the week after delivery to the Debtors a grown flock of
chickens, and the Breeder Growers on a weekly basis.  On
occasion, the Debtors also pay the Breeder Growers a "Feed
Efficiency Bonus" to the extent earned, and the Breeder Growers a
"Hatch Efficiency Bonus".

As of the November 24, 2008, the Debtors owe an aggregate of
$600,000 to the Pullet Growers, and approximately $2,800,000 to
the Breeder Growers.  As of the same date, the Debtors owe
Broiler Growers approximately $16,100,000.  The combined total of
outstanding payments due the Growers, as of November 24, was
approximately $19,500,000.  Because the Broiler Growers are paid
only upon completion of a lengthy growing cycle, any one payment
by the Debtors represents a significant portion of the Broiler
Growers' annual incomes.

"It is critical to the Debtors' businesses that their live
chickens receive proper care.  Were the Growers to stop caring
for the Debtors' chickens, the Debtors' inventories would be
diminished for months.  The Debtors would be unable to meet
customer expectations and their customers would quickly find
alternative suppliers," Stephen A. Youngman, Esq., proposed
counsel to the Debtors, at Weil, Gotshal & Manges LLP, in Dallas,
Texas, maintains.

Mr. Youngman points out that many of the Debtors' major customers
regularly audit the Debtors for their compliance with industry
standards for animal welfare.  Any interruption in proper care of
the Debtors' chicken by the Growers, as well as any publicity
generated by that interruption, could endanger important
relationships with the Debtors' customers, he tells the Court.

A failure to pay the Growers may result in an inability or
unwillingness of the Growers to care for the Debtors' chickens
that are currently in the Growers' possession, Mr. Youngman tells
the Court.

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


PROVEN METHODS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Proven Methods Seminars, LLC
        6400 Park of Commerce, Ste 2
        Boca Raton, FL 33487

Case No.: 08-28469

Petition Date: December 3, 2008

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

Judge: Erik P. Kimball

Debtor's Counsel: Barry P Gruher, Esq.
                  200 E Broward Blvd # 1110
                  Ft Lauderdale, FL 33301
                  Tel: (954) 453-8000
                  Email: bgruher@gjb-law.com

Estimated Assets: $100,001 to $500,000

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/flsb08-28469.pdf


QPC LASER: Unit's Forbearance Period for Finisar Note Expires
-------------------------------------------------------------
Quintessence Photonics Corporation, a subsidiary of QPC Lasers,
Inc., entered into a Forbearance Agreement with Finisar
Corporation, under which Finisar has agreed to forbear from
exercising its remedies under the Finisar Note and the related
Security Agreement, dated Sept. 18, 2006, through 5 p.m., Pacific
Standard Time, on Nov. 24, 2008.  To this date, the company
provided no update on this matter.

Quintessence is in default of its obligations under that certain
Secured Promissory Note, dated Sept. 18, 2006, issued by
Quintessence in favor of Finisar Corporation, as amended by that
certain Secured Promissory Note Extension Agreement, dated
June 27, 2008, and as further amended by that Second Secured
Promissory Note Extension Agreement, dated Aug. 20, 2008.

The Forbearance Period is intended to facilitate a possible sale
of company assets through Chapter 11 of the federal bankruptcy law
or otherwise negotiate a transaction that will be satisfactory to
Finisar.

During the Forbearance Period, Quintessence may continue to use
the collateral securing Quintessence's obligations under the
Finisar Note so long as Quintessence does not sell, convey,
assign, transfer or otherwise dispose of any interest in the
Collateral or encumber or otherwise permit to exist any lien on
the Collateral except in the ordinary course of business
consistent with past practices.  The Collateral consists of
substantially all of Quintessence's assets, including all of the
tangible and intangible assets of Quintessence.

Under the terms of the Forbearance Agreement, Finisar is under no
obligation to accept any repayment proposal advanced by
Quintessence and Finisar may decline any proposal for any or no
reason, in its sole and absolute discretion.  In addition, Finisar
will have no further obligation to forbear from enforcement of its
rights if, upon expiration of the Forbearance Period, Quintessence
and Finisar have not agreed to terms whereby the Event of Default
has been cured or the balance of the Finisar Note has not been
paid in full or if at any time Quintessence is in breach of any
term or condition of the Forbearance Agreement.

Concurrently with the execution and delivery of the Forbearance
Agreement, Quintessence and Finisar agreed to execute and deliver
a Notice of Non-Opposition, Stipulation and Consent to Issuance of
Writs of Possession and Attachment by Defendants Quintessence and
Quintessence agreed to accept service of related attachment
pleadings attached to the Forbearance Agreement.

In addition, as further consideration for the forbearance,
Quintessence agreed to release and forever discharge Finisar,
M.U.S.A., Inc. and their lawyers, other professionals and agents
from any claims of any nature whatsoever, known or unknown, that
Quintessence has or claims to have had against Finisar or MUSA
with respect to the Finisar Note, the amendments thereto, the
security documents entered into in connection therewith and the
Intercreditor Agreement, dated Sept. 18, 2006, among Quintessence,
Finisar and MUSA.

Quintessence also acknowledged in the Forbearance Agreement that
interest continues to accrue under the terms of the Finisar Note
at the 18.0% default rate and will continue to do so until the
Event of Default is cured and that none of the terms of the
Forbearance Agreement constitutes a cure of the Event of Default.

A full-text copy of the Forbearance Agreement is available for
free at http://ResearchArchives.com/t/s?35af

While the company will use the time provided by the Forbearance
Agreement to pursue a possible asset sale through Chapter 11 or
other transaction which might increase the assets available to the
company's creditors, no assurance can be given that any sale or
transaction can be arranged or that the proceeds from any such
sale or transaction would materially increase the funds available
to pay the company's creditors.  It is very likely that the
company will file for protection under Chapter 7 or Chapter 11 of
the federal bankruptcy laws and that its common stock will have no
value after liquidation of the company is completed.

                         Notice of Default

QPC Lasers' subsidiary Quintessence received a written notice of
default, dated Oct. 21, 2008, from Finisar after Quintessence's
failure to pay interest due for the month of October 2008 under
that certain Secured Promissory Note, dated Sept. 18, 2006.

On Oct. 30, 2008, Quintessence received a letter from legal
counsel representing Finisar declaring that the entire unpaid
principal amount of the Finisar Note, all interest accrued and
unpaid thereon, and all collection costs and other amounts payable
to Finisar under the terms of the Finisar Note immediately due and
payable as a result of Quintessence's interest payment default
under the Finisar Note.  As of Oct. 29, 2008, the outstanding
amount of principal due on the Finisar Note was $5,423,683 and
unpaid interest totaled $43,897.93.

In addition, Quintessence received a second letter, dated Oct. 30,
2008, from Finisar's legal counsel demanding that Quintessence
assemble all the collateral securing Quintessence's obligations
under the Finisar Note at its Sylmar, California address by
9:00 a.m. on Nov. 7, 2008, and permit Finisar to enter those
premises to take possession of and remove the collateral to a
location of Finisar's choosing for later sale, for which
Quintessence will be notified pursuant to California law.  The
collateral securing Quintessence's performance under the Finisar
Note consists of substantially all of Quintessence's properties,
including its intellectual property.

                 Defaults under Secured Debentures

Due to difficulties in securing financing, the company has not
been able to make the interest payments due in October under its
10% Secured Convertible Debentures issued in April and May of 2007
and its 10% Secured Convertible Debentures issued in May and July
of 2008.  Under the Debentures, the failure to pay interest for a
period of five calendar days under the 2007 Debentures and five
trading days under the 2008 Debentures after the applicable due
date constitutes an Event of Default.

Under the 2007 Debentures, upon the occurrence of an Event of
Default, a holder of a 2007 Debenture may elect upon written
notice to the company to require the company to immediately pay
such holder an amount equal to the greater of:

   i) 115% times the sum of (x) the aggregate outstanding
      principal amount of the debenture plus (y) all accrued and
      unpaid interest thereon for the period beginning on the
      issue date and ending on the date of payment of the Default
      Amount, plus (z) any accrued and unpaid Debenture Failure
      Payments and other required cash payments, if any; or

  ii) (a) the number of shares of the company's Common Stock that
      would be issuable upon the conversion of such Default Sum in
      accordance with the terms of 2007 Debentures, without giving
      any effect to any ownership limitations on the conversion of
      the 2007 Debentures contained therein, multiplied by (b) the
      greater of (i) the Closing Price for the Common Stock on the
      default notice date or (ii) the Closing Price on the date
      the company pays the Default Amount.

If the Default Amount is not paid within five business days of
written notice that such amount is due and payable, then interest
will accrue on the Default Amount at 18% per annum, compounded
monthly.

After an Event of Default, the conversion price for the 2007
Debentures will be decreased on the first trading day of each
calendar month thereafter until the Default Amount is paid in
full, to a conversion price equal to the lesser of (i) the
conversion price then in effect, or (ii) the lowest "Market Price"
that has occurred on any Default Adjustment Date since the date
the Event of Default began.  The "Market Price" is defined in the
2007 Debentures as the volume weighted average price of the Common
Stock during the ten consecutive trading days period immediately
preceding the date in question.  As of Oct. 1, 2008, the Default
Reset Price was $0.0845.

A holder of a 2007 Debenture may elect upon written notice to the
company to require the company to issue, in lieu of payment of
all or any specified portion of the unpaid portion of the Default
Amount, a number of shares of Common Stock, subject to the
ownership limitations on the conversion of the 2007 Debentures
contained therein and the availability of sufficient authorized
shares, equal to all or the specified portion of the Default
Amount divided by the Default Reset Price then in effect.

As of Oct. 29, 2008, the aggregate outstanding principal amount
due under the 2007 Debentures was $16,675,383 and accrued and
unpaid interest totaled $575,298.

Under the 2008 Debentures, upon the occurrence of an "Event of
Default" as defined therein, at the election of a 2008 Debenture
holder, the company shall immediately pay a "Mandatory Default
Amount" in cash equal to the sum of (a) the greater of (i) the
outstanding principal amount of such debenture, plus all accrued
and unpaid interest thereon, divided by the conversion price on
the date the Mandatory Default Amount is either (A) demanded or
otherwise due or (B) paid in full, whichever has a lower
conversion price, multiplied by the VWAP (as defined in the
Secured Debentures) on the date the Mandatory Default Amount is
either (x) demanded or otherwise due or (y) paid in full,
whichever has a higher VWAP, or (ii) 120% of the outstanding
principal amount of such debenture, plus 100% of accrued and
unpaid interest hereon, and (b) all other amounts, costs, expenses
and liquidated damages due in respect of the 2008 Debentures.  In
addition, commencing five days after the occurrence of any Event
of Default that results in the eventual acceleration of the 2008
Debentures, the interest rate on the 2008 Debentures will accrue
at an interest rate equal to the lesser of 18% per annum or the
maximum rate permitted under applicable law.

As of Oct. 29, 2008, the aggregate outstanding principal amount
due under the 2008 Debentures was $2,565,099 and accrued and
unpaid interest totaled $61,036.

In addition, holders of the Debentures may have additional
remedies under the terms of the Security Agreements entered into
with the company as part of the financing with respect to the
collateral securing the company's obligations under the
Debentures, which consists of substantially all of the company's
assets.

As of Oct. 30, 2008, the company has not received any acceleration
notices from any Debenture holder.  On Oct. 27, 2008, the company
received a notice of conversion from a holder of its 2007
Debentures requesting the conversion of an aggregate of $25,000 in
principal amount of 2007 Debentures into 295,857 shares of Common
Stock at the Default Reset Price.

                      About QPC Lasers, Inc.

QPC Lasers, Inc., designs and manufactures laser diodes through
its wholly-owned subsidiary, Quintessence Photonics Corporation.
Quintessence was incorporated in November 2000 by Jeffrey Ungar,
Ph.D. and George Lintz, MBA.  The Founders began as entrepreneurs
in residence with DynaFund Ventures in Torrance, California and
wrote the original business plan during their tenure at DynaFund
Ventures from November 2000 to January 2001.  The business plan
drew on Dr. Ungar's 17 years of experience in designing and
manufacturing semiconductor lasers and Mr. Lintz's 15 years of
experience in finance and business; the primary objective was to
build a state of the art wafer fabrication facility and hire a
team of experts in the field of semiconductor laser design.


QPC LASERS: To File for Bankruptcy; No 10-Q Due to Cash Woes
------------------------------------------------------------
QPC Lasers, Inc., in a document filed with the Securities and
Exchange Commission said that in light of its inability to raise
additional cash, it has concluded that it will file for protection
under Chapter 11 or Chapter 7 of the federal bankruptcy laws
within the next several days.

As it has previously reported, QPC Lasers is suffering from a
severe lack of cash.  QPC Lasers and its wholly owned subsidiary,
Quintessence Photonics Corporation, are in default on various debt
obligations, including Quintessence's obligations under that
certain Secured Promissory Note, dated September 18, 2006, as
amended by that certain Second Secured Promissory Note Extension
Agreement, dated August 20, 2008, issued by Quintessence in favor
of Finisar Corporation.

Finisar had requested that the collateral be made available for
collection on November 7, 2008, but as of November 12, 2008
Finisar had not foreclosed.  "Although there is at present no
guarantee that agreement will be reached, we are currently
discussing with Finisar terms upon which Finisar will agree to
forebear on its collection efforts on the collateral securing the
Finisar Note in order to facilitate a possible sale through
Chapter 11 of the federal bankruptcy law," QPC said.

"In view of these facts, we have concluded that the Company will
file for protection under Chapter 11 or Chapter 7 of the federal
bankruptcy laws within the next several days.  Based on the
current outstanding debt of the Company and Quintessence in the
approximate amount of $26,374,000, we anticipate that our
outstanding shares of common stock would not have any value
following a bankruptcy filing."  The company also stated that on
Nov. 12, 2008, the closing sale price of its common stock on the
Over-the-Counter Bulletin Board was $0.007.

Due to our lack of cash, QPC said it would not be able to file a
Form 10-Q for the quarterly period ended September 30, 2008.  In
its Form 10-Q for the quarter ended June 30, 2008, the Company
disclosed assets of $8,127,259m and debts of $30,862,841 as of
June 30.

           Conversion Price Reset under 2007 Debentures
                        and 2008 Debentures

The company is in default of its obligations under its 10% Secured
Convertible Debentures issued in April and May of 2007.  After an
Event of Default, the conversion price for the 2007 Debentures
will be decreased on the first trading day of each calendar month
thereafter until the Default Amount is paid in full, to a
conversion price equal to the lesser of (i) the conversion price
then in effect, or (ii) the lowest "Market Price" that has
occurred on any Default Adjustment Date since the date the Event
of Default began.  The "Market Price" is defined in the 2007
Debentures as the volume weighted average price of the common
stock during the ten consecutive trading days period immediately
preceding the date in question. As of Nov. 1, 2008, the Default
Reset Price is $0.0298.

A holder of a 2007 Debenture may elect upon written notice to
require the company to issue, in lieu of payment of all or any
specified portion of the unpaid portion of the Default Amount, a
number of shares of common stock, subject to the ownership
limitations on the conversion of the 2007 Debentures contained
therein, equal to all or the specified portion of the Default
Amount divided by the Default Reset Price then in effect.
However, with the new lower conversion price, the company will not
be able to honor any conversions that cause its issued shares to
exceed the 180,000,000 shares authorized for issuance under its
Articles of Incorporation unless the company obtains shareholder
consent to authorize the issuance of additional shares.

As of Oct. 31, 2008, the company has 51,380,913 shares of common
stock issued and outstanding, which shares do not include shares
to be issued pursuant to conversion notices received on or after
Oct. 27, 2008.  These shares have not yet been issued as of
Oct. 31, 2008.

In addition, the conversion price of the company's 10% Secured
Convertible Debentures issued in May and July of 2008 has been
adjusted to the Default Reset Price pursuant to the conversion
price adjustment provisions of the 2008 Debentures.

                         About QPC Lasers

QPC Lasers, Inc. designs and manufactures laser diodes through its
wholly-owned subsidiary, Quintessence Photonics Corporation.
Quintessence was incorporated in November 2000 by Jeffrey Ungar,
Ph.D. and George Lintz, MBA. The Founders began as entrepreneurs
in residence with DynaFund Ventures in Torrance, California and
wrote the original business plan during their tenure at DynaFund
Ventures from November 2000 to January 2001. The business plan
drew on Dr. Ungar's 17 years of experience in designing and
manufacturing semiconductor lasers and Mr. Lintz's 15 years of
experience in finance and business; the primary objective was to
build a state of the art wafer fabrication facility and hire a
team of experts in the field of semiconductor laser design.

As reported in the Troubled Company Reporter on Oct. 23, 2008,
The company said it was in discussions with customers and
investors with regard to restructuring the Company's finances and
securing funding in order to continue operations.  If the company
does not succeed in its efforts, the company may file for
protection under either Chapter 11 or Chapter 7 of the Federal
Bankruptcy laws.


SAKS INC: Challenges on Weak Economy Cues S&P's Rating Cut to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
New York City-based luxury retailer Saks Inc. to 'B' from 'BB-'.
The outlook is stable.

"The rating change reflects our belief that the company will be
more challenged than previously expected by the current weak
economic environment in the U.S. and the turmoil in the financial
markets," explained Standard & Poor's credit analyst Diane Shand.
In addition, credit measures will likely deteriorate more than S&P
had originally projected as a result of a deepening spending pull-
back by consumers. "Credit measures deteriorated significantly
in the third quarter," added Ms. Shand, "and are not likely to
begin recovering until the second half of 2009."


SPARTA FAMILY: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sparta Family Limited Partnership
        Exit 359, Grants Road
        Lupton, AZ 86508

Case No.: 08-17362

Petition Date: December 2, 2008

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: J. KENT MACKINLAY, Esq.
                  WARNOCK, MACKINLAY & ASSOCIATES, PLLC
                  1019 S. STAPLEY DR.
                  MESA, AZ 85204
                  Tel: 480-898-9239
                  Fax: 480-833-2175
                  Email: kmackinlay@qwest.net

Estimated Assets: $100,001 to $1,000,000

Estimated Debts:  $100,001 to $1,000,000

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

         http://bankrupt.com/misc/azb08-17362.pdf


STEVEN'S HOSPITAL: Moody's Affirms 'Ba2' Rating on $14 Mil. Bonds
-----------------------------------------------------------------
Moody's Investors Service has affirmed Stevens Hospital's Ba2
revenue bond rating on $14 million of bonds outstanding,
consisting of the Series 1995 revenue bonds issued through the
Public Hospital District No. 2 of Snohomish County, Washington.
The District operates Stevens Hospital.  The outlook is stable.

Legal Security: The Series 1995 bonds are secured by a gross
revenue pledge of the District

Interest Rate Derivatives: None

                              Strengths

* As a district hospital, tax revenues provide on-going support of
  both capital projects and operations; local community has strong
  wealth factors

* Continued improvement in operations; through nine months year-
  to-date 2008 annualized, operating cashflow improved to a record
  high of $7.2 million from $6.2 million in FY 2006; operating
  income is expected to be positive for the first time since 1994

* Fourth year of growing or stable inpatient volumes

* New management team positioned to continue improvements
  previously initiated by turn-around consultants

                            Challenges

* Competitive service area given proximity to Seattle and Everett
  with increased competitive pressures for outpatient surgeries.

* Stressed balance sheet with disadvantageous, though improving,
  levels of cash (33 days cash on hand) and leverage (44% cash-to-
  debt) as of Sept. 30, 2008.

* Despite improvement, operations continue to be weak overall,
  providing modest peak debt service coverage of 1.4 times (nine
  months YTD 2008 annualized)

* Accumulating deferred maintenance with average age of plant
  climbing over the last ten years, reaching 14.5 years in 2008

                 Recent Developments and Results

Following the departure of the turnaround consulting agency
Wellspring Partners in June 2006 and the conclusion of its
management reorganization with the hiring of a new CEO in July
2006, Stevens has improved operating performance and increased
volumes, which Moody's views as significant credit positives.
Inpatient admissions have increased by an average of 2% over the
last three years.  Significantly, outpatient and total surgeries
were also up in 2007, reversing a five year trend, however through
nine months of 2008 surgery volumes are back down, decreasing by a
significant 15%.  Overall, Stevens has been focused on a "no
growth" strategy, striving to strengthen its mix of services and
improve its overall profitability.  This (along with improvement
in coding) is reflected in Stevens' improved Medicaid case mix
index, which jumped to 1.6 in 2007 from 1.1 in 2006.  Moody's
believes this evidences meaningful improvement.

Stevens has historically maintained a moderate 22% market share in
its primary service area, despite its central location in Edmonds,
and the relative distance of most of its major competitors.  More
broadly, the north Seattle market is relatively competitive, and
Stevens faces competition both to the north and to the south from
a number of entities, including Evergreen, Northwest, Providence-
Everett, Seattle Cancer Care Alliance, Swedish, University of
Washington, and Virginia Mason.  Within Edmonds, Stevens has
struggled with its reputation as a community hospital, despite the
array of tertiary services Stevens provides.  A high percentage of
Edmonds residents seek healthcare services outside the immediate
community, following commuter patterns north to Everett and South
to Seattle.  This trend is reflected by Stevens' current reliance
on its ER for more than 60% of its admissions.

The district recently entered into exclusive negotiations with
Swedish Health Services to explore various possible partnering
possibilities.  The district has affirmed its commitment to
maintaining hospital operations in its service area, but it is
open to exploring various types of potential relationships.
Moody's believes this could have a positive impact on the
district's credit profile.

Despite a modest increase in volumes, hospital net revenues
actually decreased in 2006 as management reconfigured care
delivery, steered services towards more profitable service lines,
outsourced the reference lab and other certain functions, and
further improved efficiencies and cost control measures.  In 2007,
revenues increased by 5%, while expenses increased by only 3.5%,
improving organizational profitability. Through nine months of
2008, this trend has continued, with revenue growth modestly
outpacing expense growth, achieving for the period a breakeven
operating balance for the first time in 14 years.  Annualizing
nine month performance, Stevens is expected to produce a slightly
positive operating income of $137,000 (margin: 0.1%), up from a
loss of $1.3 million in 2007. Operating cashflow is projected to
hit a historical high of $7.2 million (4.4%), up from $6.2 million
in 2007.  Stevens hopes to continue this trajectory of improvement
through continued cost containment, but more significantly,
through further reconfiguration of its mix of services, and in the
long term, by improving its market position.  Stevens' most recent
short term challenge was the renegotiation of its SEIU union
contract earlier this year. 77% of Stevens' staff is represented
by unions.  Results of the negotiation have been represented as
positive by both sides.

Balance sheet measures remain stressed, in part due to a
$5 million increase of debt in 2007 relating to a contingent sale
agreement supporting investment in information technology.  While
this particular project has been discontinued, management intends
to keep the lease outstanding and use the funds to support other
capital spending.  As of Sept. 30. 2008, Stevens maintained a
modest ratio of cash to debt of 44%, improved from 33% at fiscal
year end 2007.  Stevens' liquidity is equally modest, measuring 34
days cash on hand as of Sept. 30, 2008, up from 29 days at FYE
2007.  According to management, liquidity got as low as 22 days in
February of this year, at which time management froze all non-
essential capital spending.  Significantly, Stevens' investment
portfolio is almost all invested in high credit U.S. government
issued quality short term investments.  Consequently, and contrary
to most of its peers, Stevens' did not incur investment loses in
the months of September and October, and cash balances remain up
for the year.

                            Outlook

The stable outlook reflects Stevens' continued improvement of
operations, the maintenance of its competitive position locally,
and the stability of its balance sheet

                What could change the rating -- UP

Higher levels of operating performance; a material improvement in
liquidity position after addressing the hospital's capital needs;
improved market position

               What could change the rating -- DOWN

Deterioration of financial performance; material decrease in
liquidity levels; loss in market share; a material increase in
debt without commensurate growth in cash flow or liquidity.

                         Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Public Hospital District
     NO.2 of Snohomish County, Washington

  -- First number reflects audit year ended December 31, 2007

  -- Second number reflects nine months unaudited financial
     statements ended Sept. 30, 2008, annualized

  -- Investment returns normalized at 6%

  -- Revenues adjusted to include the limited tax levy; expenses
     adjusted to include interest expense; bad debt reclassified
     from a contra revenue to an expense

* Inpatient admissions: 7,844; 7,992 (9 months annualized)

* Total operating revenues: $155 million; $163 million

* Moody's-adjusted net revenue available for debt service:
  $7.7 million; $8.5 million

* Total debt outstanding: $36.7 million; $33.2 million

* Maximum annual debt service (MADS): $5.9 million; $5.9 million

* MADS Coverage with reported investment income: 1.4 times;
  1.4 times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.3 times; 1.4 times

* Debt-to-cash flow: 6.1 times; 4.8 times

* Days cash on hand: 29 days; 34 days

* Cash-to-debt: 32%; 44%

* Operating margin: -0.8%; 0.1%

* Operating cash flow margin: 4.0%; 4.4%

Rated Debt (amount outstanding as of Dec. 31, 2006)

  -- Unlimited Tax General Obligation Bonds, Series 2003;
     $8.9 million outstanding; rated A2 based on the unlimited
     property tax pledge of the District

  -- Revenue Bonds, Series 1995; $14 million outstanding; rated
     Ba2

  -- (Limited Tax General Obligation Bonds, Series 2005;
      $0.9 million outstanding; not rated by Moody's)

  -- (Limited Tax General Obligation Bonds, Series 1999;
     $11.8 million outstanding; not rated by Moody's)

The last rating action was on April 30, 2007 at which time Moody's
affirmed the Ba2 rating and revised the outlook to stable from
negative.


SUN COUNTRY: Court Approve Financing Commitment to Meet Duties
--------------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Sun Country Airlines to use the
credit line as necessary to meet payment obligations as they
arise.

In addition, Sun Country said the restoration of employee wages to
pre-bankruptcy levels effective immediately.  An additional wage
increase will occur on Jan. 1, 2009, to reflect the expiration of
voluntary paycuts taken in early 2008, the company said.

"Yesterday's ruling is great news for Sun Country, its customers
and employees," said Stan Gadek, Chairman and CEO.  "With access
to capital, the support of our aircraft lessors and lower fuel
prices, we now have the ability to continue operating through our
peak winter season and beyond.

"Customers can book their travel on Sun Country with the
confidence of knowing that they will continue to experience our
award-winning customer service without interruption," Mr. Gadek
continued.

"I am proud of and grateful to our 850 dedicated employees,
from maintenance and baggage handling, to our airport and
flight crews who have continued to display their dedication to
this airline," Mr. Gadek said.  "Regardless of the challenge, our
employees have continued to serve our passengers by providing them
with the best customer service in the industry."

                      About Sun Country

Sun Country Airlines Inc. dba MN Airlines LLC, and its debtor-
affiliates Petters Aviation LLC and MN Airline Holdings Inc. filed
separate petitions for Chapter 11 relief on Oct. 6, 2008 (Bankr.
D. Minn. Lead Case No. 08-45136).  Brian F. Leonard, Esq., Matthew
R. Burton, Esq., at Leonard O'Brien et al., represented the
Debtors as counsel.  When Petters Aviation LLC filed for
protection from its creditors, it listed assets of $50 million
and $100 million, and the same range of debts.


SWIFT TRANSPORTATION: Weak Operations Cue Moody's Junk Ratings
--------------------------------------------------------------
Moody's Investors Service has lowered the ratings of Swift
Transportation Co., Inc., Corporate Family Rating to Caa1 from B3.
The rating of the first lien credit facility has been lowered to
B3 from B1, while the second lien notes' ratings were lowered to
Caa3 from Caa2.  The rating outlook remains negative.

The ratings were lowered in anticipation of continued weakness in
operating results in what is expected to be a recessionary
trucking market environment through the intermediate term.
Moody's expects that volumes will not likely recover materially
from the cyclical-low levels that the company, and the truckload
sector in general, is experiencing in 2008 for some time, and
pricing is likely to remain weak over the short term.  Therefore,
Swift will not likely benefit from yield improvement over the near
term to a degree sufficient to improve credit metric to levels
supportive of a B3 rating.

Of greater concern to Moody's is the tightness of projected
operating results to covenant levels through 2009.  In particular,
maximum leverage levels prescribed under Swift's senior credit
facility are scheduled to fall quarterly through 2009.  Swift's
leverage covenants were designed to tighten in accordance to the
company's operating plan as of it's re-financing in 2007.
However, general economic drivers affecting the trucking sector
have negatively impacted the operating results of Swift since
then, to the point where not only has cushion under the covenants
deteriorated, but there is increased risk that the company may not
be able to comply with prescribed levels over the next year.
"With expectations for continued soft volumes and weak pricing, it
is becoming increasingly unlikely that Swift will be able to rely
on improving yield and revenue growth to maintain adequate cushion
to covenants through 2009," according to David Berge, Vice
President of Moody's.

The negative outlook reflects uncertainty surrounding the
company's operating prospects throughout this recessionary
environment.  With a deep and prolonged downturn becoming the
increasingly likely macroeconomic scenario, the potential for
further deterioration in volumes and yield for Swift could in turn
increase the chances of covenant breach.

The ratings could be downgraded if free cash flow is substantially
negative through 2009, resulting in a material reduction in cash
balances while availability under the revolving credit facility
becomes more restricted.  Moody's believes this would be possible
if revenues were to remain flat or fall over this period, while
operating ratios remain above 95%.  This could leave the company
constrained on sources of liquidity at its disposal to cover
unanticipated operating cash needs.

The ratings could be stabilized if the credit facilities' leverage
covenant cushion were restored to levels allowing full access to
the full revolver available, with no material reduction in cash
balances.  Upward rating movement would additionally require
improvement in operating performance, such that operating ratios
fall below 95% and EBIT/Interest exceeds one time for a sustained
period.

Downgrades:

Issuer: Swift Transportation Co., Inc.

  -- Probability of Default Rating, Downgraded to Caa1 from B3

  -- Corporate Family Rating, Downgraded to Caa1 from B3

  -- Senior Secured Bank Credit Facility, Downgraded to B3 (LGD3,
     33%) from B1

  -- Senior Secured Regular Bond/Debenture, Downgraded to Caa3
     (LGD5, 84%) from Caa2

Swift's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its 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 Swift's core industry and Swift's ratings are believed
to be comparable to those of other issuers of similar credit risk.

The last rating action was on June 18, 2008 when the ratings were
lowered and the outlook was changed to negative.

Swift Transportation Co, Inc., headquartered in Phoenix, Arizona,
is the largest provider of truckload transportation services in
the United States, with line-haul, dedicated and inter-modal
freight services.


TECH DATA: Fitch Affirms 'BB+' Ratings; Outlook Stable
------------------------------------------------------
Concurrent with Fitch Ratings' Negative Outlook on the IT
Distributor sector, Fitch has affirmed the ratings of Tech Data:

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured credit facility at 'BB+';
  -- 2.75% senior unsecured convertible debentures at 'BB+'.

The Rating Outlook is Stable.

Fitch's 2009 outlook for the IT Distributor industry is negative,
based on expectations that a reduction in global IT spending will
weaken operating profiles, and could potentially lead to weakened
credit profiles, particularly if combined with the realization of
event or execution risk.  Fitch expects IT hardware, including
semiconductors, to decline at a faster rate than overall IT
demand.  Geographically, Fitch expects the U.S. and Western Europe
to decline greater than average, offset by relative strength in
emerging markets.

Both trends suggest that rated IT distributors, based on their
higher exposure to these market segments, will experience a more
pronounced business decline than the overall IT market.  Sales
declines will likely pressure operating profitability and reduce
financial flexibility.  While cash generation from reductions in
working capital is expected to be substantial, flexibility for
share buybacks and acquisitions will be reduced under current
ratings, given lower profitability, as well as the expectation of
future working capital requirements upon resumption of growth.

The ratings affirmation and Stable Outlook for Tech Data reflect
Fitch's expectations that:

  -- Although the company is susceptible to demand uncertainty,
     Fitch believes current expectations for a downturn are
     manageable within the company's ratings and outlook.  A
     slowdown in IT spending could drive a material decline in
     sales over the next several quarters, which could pressure US
     operating margins as well as limit the company's efforts to
     improve profitability in Europe.

  -- Reduction in working capital needs will drive significant
     free cash generation in 2009.  Despite this, EBITDA-based
     credit metrics will weaken.

  -- Future acquisition and share repurchase activity will be
     limited to excess cash and operating free cash flow, rather
     than funded with cash generated by working capital reductions
     or increased debt.

Liquidity was sufficient as of Oct. 31, 2008 and consisted
primarily of $385 million in cash and cash equivalents, an undrawn
$250 million senior unsecured revolving credit facility expiring
March 2012 and a $300 million accounts receivable securitization
program that is on-balance sheet and undrawn which matures in
October 2009.  Tech Data has other, mostly uncommitted, lines of
credit with approximately $540 million available for use, which
the company uses as additional sources of liquidity.  In addition,
Tech Data has an off-balance sheet trade receivables purchase
facility agreement which may hold up to $326 million in
outstanding receivables at Oct. 31, of which $187 million remained
outstanding.

Total debt was $430 million as of Oct. 31, 2008 and consisted
primarily of $350 million in 2.75% senior convertible debentures
due 2026, which are convertible at $54.26 per share and putable to
the company in December 2011, and $67 million outstanding under
various credit facilities.  In addition, Tech Data has off-balance
sheet debt including $187 million outstanding under its trade
receivables purchase facility agreement at Oct. 31, 2008.  Fitch
estimates that total debt/LTM EBITDA was 1.5x for the quarter
ended Oct. 31, 2008 and expects this number to increase due to
declining EBITDA in 2009.


THE LOFTS: Files for Chapter 11 Protection in Florida
-----------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that The
Lofts on Clematis, LLC, has filed for Chapter 11 protection in the
U.S. Bankruptcy Court for the Southern District of Florida.

The Loft's small and prominent property in downtown West Palm
Beach is part of former West Palm Beach mayor Al Zucaro's plan in
the construction of a new World Trade Center, according to The
Palm Beach Post.

Court documents say that these firms have these claims against The
Loft:

     -- Grand Bank NA, a $2.2 million claim;
     -- PGK Funding Trust No. 6, an $850,000 claim; and
     -- Tax Collector of Palm Beach County, a $47,899 claim.

Based in West Palm Beach, Florida, The Lofts on Clematis is a
small real estate company led, in part, by South Florida real
estate businessman Leonard J. Mercer Jr., the company's manager.

The company filed for Chapter 11 protection on Dec. 1, 2008 (Bank.
S. D. Fla. Case No. 08-28285).  Andrew J. Nierenberg, Esq., at
Andrew J. Nierenberg, LLC, represents the company in its
restructuring effort.  The company listed assets of $3,500,000 and
debts of $3,101,752.


TRONOX INC: Can't Pay Interest; S&P Ratings Tumble to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Tronox Inc. to 'D' from 'CCC-'.  At the same time,
Standard & Poor's lowered its rating on the company's $350 million
senior unsecured notes to 'D' from 'CC' and its rating on the
company's senior secured debt, including a $250 million revolving
credit facility and a $200 million term loan, to 'CC' from 'CCC+'.
The ratings on the senior secured debt remain on CreditWatch with
negative implications, where they were placed in July 2008 to
reflect Tronox's appointment of an investment bank to advise it on
strategic alternatives, which included capital restructuring.  S&P
removed all other ratings from CreditWatch.

"The downgrades follow the company's recent 8-K filing announcing
its decision to not make a Dec. 1, 2008, interest payment on its
$350 million senior unsecured notes, due 2012," said Standard &
Poor's credit analyst Paul Kurias.  "Under the terms of the
indenture governing the notes, Tronox has a 30-day grace period to
make the interest payment.  Failure by the company to make the
interest payment within the grace period could cause unsecured
note holders to accelerate the maturity on the notes and trigger
cross-default clauses on the company's senior secured debt."

The issue-level ratings on the Tronox's senior secured debt remain
on CreditWatch with negative implications to reflect the
likelihood of a cross default and also the company's comment in
its 8-K that it continues to evaluate all strategic options
including capital restructuring.  S&P will lower its rating on the
senior secured debt to 'D' in the event of a payment default on
it, a cross default, or a bankruptcy filing.

Oklahoma-based Tronox, with about $1.4 billion in annual sales, is
the third-largest global producer of titanium dioxide, behind
industry leader E.I. DuPont de Nemours & Co. and Millennium
Inorganic Chemicals.  Tronox also produces electrolytic manganese
dioxide, sodium chlorate, and boron-based and other specialty
chemicals, which together account for about 7% of total sales.


TRONOX WORLDWIDE: Tight Liquidity Prompts Fitch to Cut Ratings
--------------------------------------------------------------
Fitch Ratings has downgraded Tronox Worldwide LLC's Issuer Default
Rating and debt ratings:

  -- IDR to 'C' from 'CC';

  -- $250 million senior secured bank revolver to 'CC/RR3' from
     'CCC-/RR3';

  -- $103 million (at Sept. 30, 2008) senior secured term loan to
     'CC/RR3' from 'CCC-/RR3'.

In addition, Fitch affirms the $350 million senior unsecured notes
at 'C/RR6', noting that Tronox has failed to make the interest
payment due Dec. 1, 2008 in the amount of $16.625 million.
The Rating Outlook remains Negative.

Tronox Worldwide LLC and Tronox Finance Corp. are co-issuers of
the senior unsecured notes.

The downgrade reflects a tightening of liquidity and reduced
flexibility following default of financial covenants in the senior
secured credit facilities.  The defaults have been waived through
Dec. 5, 2008, but no further borrowing is available through the
waiver period.  Tronox had obtained covenant amendments to its
credit agreement in February 2008 and July 2008.

There is a 30-day grace period from Dec. 1, 2008 for the interest
due on the $350 million senior unsecured bonds.

The Negative Rating Outlook reflects the possibility of further
downgrades if Tronox fails to obtain an extension of the waiver
from Dec. 5, 2008 or fails to make the interest payment on the
notes before the expiry of the grace period on Dec. 31, 2008 or
otherwise improve its liquidity.

Tronox is one of the leading global producers and marketers of
titanium dioxide.  In addition, Tronox produces electrolytic
manganese dioxide, sodium chlorate and boron-based and other
specialty chemicals.


USG CORPORATION: Fitch Assigns B Provisional Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has assigned these initial ratings to USG
Corporation:

  -- Issuer Default Rating (IDR) 'B';
  -- Senior unsecured notes 'B+/RR3';
  -- Convertible senior unsecured notes'B+/RR3';
  -- Unsecured bank credit facility 'B+/RR3'.

The Rating Outlook is Negative.

Fitch's '3' Recovery Rating on USG's senior unsecured notes and
unsecured revolving credit facility indicates good (50%-70%)
recovery prospects for holders of these debt issues.  Fitch
applied a liquidation analysis for these RRs.  This rating applies
to approximately $1.4 billion in outstanding senior notes,
including the company's recently issued $400 million contingent
convertible senior notes, and USG's $650 million revolving credit
agreement.

The rating for USG is based on the company's leading market
position in all of its business segments, strong brand
recognition, low cost structure, its large manufacturing network
and sizeable gypsum reserves.  Risks include the cyclicality of
the company's end markets, excess capacity currently in place in
the U.S. wallboard industry, and volatility of wallboard pricing
and shipments.

The Negative Outlook for USG reflects a more challenging outlook
for housing, the home improvement and non-residential construction
sectors during the balance of 2008 and into 2009 as well as USG's
possible difficulties going forward in meeting certain covenant
requirements under its unsecured revolving credit facility.  Given
Fitch's macroeconomic forecast and expected continued decline in
housing metrics, lower home improvement spending and weakening
commercial construction market, financial results and credit
metrics are likely to continue to be under pressure next year.

Net sales for the third quarter (ended Sept. 30, 2008) declined
8.5% year-over-year as the housing and home improvement markets
continued to deteriorate.  Gross margins for the quarter were down
420 basis points to 4.6% from 8.8% during the third quarter of
2007.  During the current quarter, selling, general and
administrative expenses as a percentage of sales increased 80 bps
to 7.5%.  The company reported a pre-tax loss of $62 million,
compared with pre-tax income of $10 million during the same period
last year.  For the first nine months of 2008, net sales are down
9.4% compared to the same period last year.  Gross margins year-
to-date are down 870 bps to 4.6% while SG&A as a percentage of
sales increased 25 bps to 7.9%.  USG reported a pre-tax net loss
of $205 million during the September 2008 year-to-date period
compared with pre-tax income of $145 million during the first nine
months of 2007.  Despite weak demand, USG has been able to
slightly increase wallboard prices sequentially since the second
quarter of 2008 and the company announced another 10%-12% pricing
increase at the end of October.

The company currently has good liquidity, with more than
$700 million of cash and undrawn committed credit facilities as of
Oct. 31, 2008, comprised of $257 million in cash, availability of
$170 million under a new receivables-backed credit agreement,
$254 million of availability under its unsecured credit agreement,
and $36 million under its recently finalized ship mortgage
facility.  However, given current trends, management disclosed
that absent significant cost cuts and modifications to its
unsecured credit agreement, the company may have difficulty
meeting its EBITDA covenant contained in its unsecured credit
agreement as of the end of the first quarter of 2009 ($40 million
requirement) and possibly as early as the fourth quarter of 2008
($20 million requirement).  Management has begun discussions with
its lead banks to seek a waiver or modify the loan covenants.

On Nov. 26, 2008, USG completed the sale of $400 million of 10%
contingent convertible senior notes due 2018: $300 million to
Berkshire Hathaway Inc. and $100 million to Fairfax Financial
Holdings Limited.  USG will seek shareholder approval (Feb. 9,
2009) to allow conversion of the notes into shares of USG common
stock at a conversion price of $11.40 per share.  If shareholder
approval is not obtained prior to the 135th day after the closing
of the notes, the notes will bear interest at 20% per annum until
after shareholder approval is obtained.  USG intends to use the
proceeds from the sale of the notes for general corporate
purposes, including partial repayment of amounts outstanding under
its unsecured revolving credit facility.  While this transaction
increases absolute debt levels, Fitch views this as a positive
step for the company in strengthening its liquidity position in
the event that it is unable to obtain a waiver / amendment from
its bank group.

Since 2007, USG has implemented restructuring initiatives related
to workforce reductions and plant shutdowns / closures.  Most
recently, management announced an additional 20% reduction (900
positions) of its worldwide salaried positions, further capacity
reduction of approximately 1 billion square feet from its
wallboard manufacturing network and the closure of 31 centers
within its building products distribution business.  Management
estimates that its current restructuring initiatives will result
in more than $125 million in annualized cost savings.  In
addition, the company also plans to reduce capital spending from
approximately $240 million this year to about $50 million in 2009,
reflecting the completion of several large capital projects this
year.  The company has so far reduced its capacity by 3.5 billion
square feet and, as noted above, expects to make an additional
capacity reduction of approximately 1 billion square feet from its
wallboard manufacturing network.

USG is the largest producer of gypsum wallboard in the U.S.,
eastern Canada and Mexico.  In the U.S., its largest market, it is
estimated that USG has a market share of roughly 30%.  Its
Canadian operation, CGC Inc., is the largest manufacturer of
gypsum wallboard in eastern Canada and USG Mexico is also the
largest manufacturer in Mexico.  The company's products include
well recognized brand names such as SHEETROCK, DUROCK, and
FIBEROCK.  The company's building products distribution business,
marketed as L&W Supply, is the only specialty gypsum dealer with a
national presence.  In 2007, it is estimated that L&W Supply
distributed approximately 13% of all gypsum wallboard in the U.S.,
including 36% of U.S. Gypsum's wallboard production.  USG is also
the world's largest manufacturer of ceiling grids and the second-
largest manufacturer/marketer of acoustical ceiling tiles.

USG's vertically integrated structure helps it manage certain of
its input costs and more effectively control its supply chain.
The company's North American Gypsum segment manufactures and
markets gypsum products in the U.S., Canada and Mexico at 46
facilities.  USG owns and operates 15 gypsum mines as well as
eight paper mills.  The company also owns and operates two self-
unloading ocean vessels that transport rock from Nova Scotia to
USG's east coast plants.  A new 40,000 ton ship is expected to be
operational in the next few months, which is projected to lower
the delivered cost of gypsum rock to its east coast wallboard
plants.  The company has been in the process of upgrading its
manufacturing base (replacing older, higher cost plants with new,
low-cost facilities) for a number of years.  By the end of this
year, approximately 75% of plants will be less than 10 years old.

USG markets its products primarily to the construction industry,
with approximately 31% of the company's net sales directed towards
the new residential market, 31% derived from new non-residential
construction, 36% from the repair and remodel segment (commercial
and residential) and 2% from other industrial products.
Historically, changes in home improvement spending have roughly
paralleled trends in new and existing home sales (with home
improvement spending lagging housing turnover).  Over the past
three years, a healthy pace of U.S. commercial construction
activity has partially offset the sharp decline in residential
construction.  With the expected slowdown in commercial
construction, the company could be in a situation wherein all of
its markets are in decline simultaneously.

Year-to-date and during the third quarter, Fitch noted continued
weakness in the new home construction market.  Single-family
housing starts are down 39.9% through the first 10 months of 2008
compared to the same period last year.  Existing home sales in
October declined 1.6% on a seasonally adjusted basis compared to
last year.  Inventory of existing homes for sale continues to be
high, representing about 10.2 months of supply.  Home improvement
spending continues to decline and a slowdown in the commercial
construction sector is starting to be evident.  Given the
disruptions in the credit markets and weakening economy in the
U.S. and in Europe, Fitch believes that this trend will remain in
place through most, if not all, of 2009.

Market prices for the company's building products historically
have been volatile and cyclical.  Currently, there is significant
excess wallboard production capacity in the U.S. and industry
capacity utilization stood at approximately 61% during the third
quarter and is expected to remain at or below that level for the
balance of 2008.  (USG's capacity utilization was 65% during the
quarter.)  At such a low level of capacity utilization, Fitch
expects further pressure on wallboard gross margins.  USG's
wallboard volume is down approximately 33% from the peak (2005)
and pricing has declined 39.3% from a high of $188.37 per MSF
reported during the third quarter of 2006.  However, it is
important to note that the company has been able to slightly
increase its wallboard prices sequentially since the second
quarter of 2008.  While the company has been successful in
modestly raising wallboard prices, future pricing increases may be
difficult to achieve given the deteriorating environment.

Future ratings and Outlooks will be influenced by broad housing,
home improvement and commercial market trends, as well as company
specific activity, particularly free cash flow trends and uses.
Established in 1902, USG Corporation is a vertically integrated
manufacturer and distributor of building materials that are used
in new residential, new commercial and repair & remodel
construction as well as certain industrial products.  The business
is organized into three operating segments: North American Gypsum
(48% of 2007 net sales), Building Products (38%) and Worldwide
Ceilings (14%).


VELOCITY EXPRESS: Sept. 27 Balance Sheet Upside Down by $13.5MM
---------------------------------------------------------------
Velocity Express Corporation released its operating results for
its quarter ended Sept. 27, 2008.  The company's balance sheet as
of Sept. 27, 2008, showed total assets of $100,465,000 and total
liabilities of $114,049,000, resulting in total shareholders'
deficit of $13,584,000.

Vincent A. Wasik, Velocity's Chairman and Chief Executive Officer,
stated, "We are pleased to have achieved our second consecutive
quarter of positive adjusted EBITDA despite the dramatic economic
slowdown. Gross margin continued to improve from year to year and
we continued to manage all other operating expenses in line with
revenue. Gross margin dropped back somewhat from the June quarter
because of costs incurred to execute the Stage Stores start-up."

"While the softening economy certainly affected revenue from
continuing customers, it also heightened the need for both current
and prospective customers to seek out more cost effective,
outsourced delivery solutions.  One early indicator of this trend
was the decision by Stage Stores to award us the contract to
provide store replenishment services for 327 stores in their
Peebles division across 27 states throughout the East Coast and
Midwest.  This was the largest single new customer start-up in the
history of our company.  With DHL's recently announced withdrawal
from the U.S. domestic delivery market and continued economic
pressure around the globe, we have also seen heightened interest
from potential international partners who see the opportunity to
offer a new, more cost-effective, package delivery solution to
manufacturers and retailers with global supply chains."

Revenue for the quarter ended Sept. 27, 2008, was $72.6 million
compared to $79.3 million in the June quarter of 2008 and
$93.3 million in the September quarter of 2007.  The company
reported gross profit before depreciation for the quarter of
$19.7 million, or 27.2% of sales, compared to $22.8 million, or
28.7%, in the June quarter of 2008 and $23.1 million, or 24.8%,
for the same quarter last year.  Operating expenses included in
Adjusted EBITDA were $18.3 million compared to $20.4 million in
the June quarter and $23.1 million in the same quarter last year.
Adjusted EBITDA was $1.4 million compared to $2.4 million in the
June 2008 quarter and $0.1 million for the September quarter last
year.  The operating loss for the September quarter was
$0.3 million, compared to a loss of $47.0 million in the June
quarter (which included a goodwill impairment of $46.7 million
principally related to the CD&L acquisition) and $2.6 million in
the September quarter last year.

The Company's calculation of Adjusted EBITDA for both the
September and June quarters includes adjustments for expenses we
are incurring for: (1) creation of the global alliance of domestic
time-definite package delivery companies in other countries around
the world, (2) certain non-recurring expenses associated with the
May 2008 debt re-structuring and (3) our wrongful termination
litigation against a former customer. Adjusted EBITDA for the June
2008 quarter has been restated to reflect these adjustments.

Ted Stone, Velocity's Chief Financial Officer stated, "Our
improving financial performance has allowed us to continue making
good progress to replace our current revolving credit facility
despite the softening economy and recent turmoil in the global
credit markets.  On Nov. 12, we executed a formal commitment
letter with the U.S. subsidiary of a major European bank and began
final loan documentation. We expect to close this agreement before
the calendar year-end."

                       Going Concern Doubt

Mr. Stone, in a regulatory filing with the Securities and Exchange
Commission, noted that the company reported significant recurring
losses from operations over the past several years including in
2008 a loss of approximately $56.1 million, which includes a
goodwill impairment charge of $46.7 million and a $13.9 million
non-cash gain on the extinguishment of debt.  "The company also
used cash in operating activities over the past several years,
including $11.3 million in 2008.  However, for the three months
ended Sept. 27, 2008, the company generated $0.6 million in cash
from operating activities.  As of Sept. 27, 2008, the company has
negative working capital of approximately $20.7 million and a
deficiency in assets of $13.6 million.  Further, the company did
not meet the minimum EBITDA levels and minimum driver pay and
purchased transportation covenants contained in its credit
agreement, as amended, at various times during fiscal 2008 and
2009.  These conditions raise substantial doubt about the
company's ability to continue as a going concern."

Wells Fargo Foothill, in its capacity as agent and lender under a
credit agreement, as amended, granted the company waivers and then
entered into additional amendments to the credit agreement, two of
which dated April 30, 2008, and May 19, 2008, provided for:

   (1) an increase in LIBOR margin from 4.00% to 6.00% until
       trailing twelve month EBITDA equals $15.0 million,
       dropping to a 5.25% LIBOR margin when trailing twelve
       month EBITDA is greater than $15.0 million and dropping to
       4.50% LIBOR margin when trailing twelve month EBITDA is
       greater than $20.0 million;

   (2) new financial reporting requirements;

   (3) revised minimum EDITDA levels and minimum Driver Pay and
       Purchased Transportation levels measured as percentages of
       Revenue;

   (4) the requirement to have a special reserve against
       available borrowing starting at $1,000,000 and rising by
       $25,000 each week commencing on June 30, 2008, through
       Nov. 30, 2008, by $37,500 per week from Dec. 1, 2008, to
       Feb. 28, 2009, by $50,000 per week from March 1, 2009, to
       May 31, 2009, and $62,500 per week from June 1, 2009, to
       Dec. 31, 2009, or until the revolving credit facility is
       paid in full; and

   (5) defining certain milestones to achieve toward obtaining
       replacement financing of the company revolving credit
       facility.

In the event these milestones are not achieved, the company would
be subject to additional fees of up to $500,000.  The company did
not achieve the first milestone and incurred the first $250,000
fee in August 2008.

The company again did not meet the covenant for minimum driver pay
and purchased transportation cost as a percentage of revenue for
the three-week periods ended July 11, 2008, Aug. 15, 2008,
Sept. 12, 2008, and Oct. 17, 2008.  Wells, in its capacity as
agent and lender under the amended credit agreement, granted the
company waivers dated Oct. 14, 2008, and Nov. 12, 2008, and
entered into additional amendments to the credit agreement
increasing the special reserve against available borrowing by a
total of $87,500 during the quarter ending Dec. 27, 2008.

The company is managing to an operating plan which it expects to
result in positive cash flow over the next year.  Key components
of the operating plan include:

   -- improving gross margins by continued use our integrated
      route information database to: (1) identify and correct
      driver pay where our average driver settlement has exceeded
      competitive market norms for the work performed and (2)
      identify and implement opportunities to re-design local
      route structures to optimize the number of drivers retained
      to perform the contracted deliveries;

   -- lower operating and SG&A expenses primarily by reducing
      headcount, and to a lesser degree, changing or eliminating
      services and the related costs associated with
      telecommunications, vehicle expenses, and miscellaneous
      other activities;

   -- increasing profitable revenue growth from recently
      announced, existing and potential customers in targeted
      markets including new revenue derived from our expansion in
      the retail replenishment business;

   -- continuing to manage working capital; and

   -- replacing its current revolving facility with Wells.

"We have executed a letter of intent with the U.S. subsidiary of a
European bank group, completed due diligence, received credit
committee approval from the parent bank in Europe and executed a
commitment letter on Nov. 12, 2008, enabling us to begin final
loan documentation," Mr. Stone disclosed.

"In addition, the company expects to further improve its cash
position in fiscal 2009 with the payment of interest in-kind on
its Modified Senior Notes, and the sale of its Canadian
subsidiary."

"The company believes that, based on its operating plan, results
to date in fiscal 2009 and expected replacement of its revolving
credit facility, it will have sufficient cash flow to meet its
expected cash needs and satisfy the covenants contained in the
agreements governing its debt (including any minimum EBITDA or
other covenants under its expected replacement revolving credit
facility) in the next twelve month period."

A full-text copy of the company's Quarterly Report is available
for free at http://researcharchives.com/t/s?35b7

                      About Velocity Express

Headquartered in Westport, Connecticut, Velocity Express
Corporation (NASDAQ:VEXP) -- http://www.velocityexp.com/--
together with its subsidiaries, is engaged in the business of
providing time definite ground package delivery services.  The
company operates in the United States with limited operations in
Canada.  Its customers comprised of multi-location, blue chip
customers with operations in the healthcare, commercial and office
products, financial, transportation and logistics, technology and
energy sectors.


VERASUN ENERGY: Gets Final Approval to Access $196.6 DIP Facility
-----------------------------------------------------------------
The U.S. Bankruptcy Court the District of Delaware authorized
VeraSun Energy Corporation to access, on a final basis, debtor-in-
possession financing totaling $196.6 million, including $93.6
million of incremental financing, $25 million of which was
previously loaned to the company on an interim basis, to be
provided by certain holders of VeraSun's 9 7/8% senior secured
notes due 2012.

The incremental financing will be available, subject to certain
conditions, to fund operations at ethanol production facilities in
Aurora, South Dakota and Fort Dodge, Charles City and Hartley,
Iowa and to maintain the idled Welcome, Minnesota facility.

The company said that the balance of the financing consists of
approximately $103 million used to refinance prepetition loans
that had been made by the noteholders who participated in the DIP
financing.  This DIP financing matures on Nov. 3, 2009.

The Court also issued final approval for a group of lenders led
by AgStar Financial Services to provide a $24.5 million DIP
facility, including $15 million that was previously loaned on an
interim basis, for VeraSun production facilities located in
Central City and Ord, Nebraska; Dyersville and Albert City, Iowa;
Hankinson, North Dakota; and Woodbury, Michigan.

The incremental $9.5 million will be used to maintain the
production facilities in a safe and operable condition through
Jan. 15, 2009 pending a more permanent financing arrangement.  The
work force at these production facilities will be retained during
this period, but VeraSun does not expect the facilities to produce
ethanol until permanent financing is secured.

The Court further approved an initial $10 million in DIP financing
on an interim basis from West LB to fund operations at facilities
located in Albion, Nebraska; Linden, Indiana; and Bloomingburg,
Ohio.  The West LB DIP facility would provide an aggregate of
$20 million in funding, the balance of which will become available
upon final approval scheduled for hearing on Jan. 8, 2009.

"The DIP financing will allow us to focus on running the business
while undergoing the restructuring process as part of addressing
VeraSun's long-term future," said Don Endres, VeraSun's Chief
Executive Officer.

VeraSun continues efforts to secure long-term financing for its
ethanol production facility in Marion, South Dakota. Its facility
in Janesville, Minnesota remains idle.

The Court approved the Company's request to reject certain corn
contracts for delivery through December at the idled Welcome and
Janesville facilities.

The company said it also intends to reject corn contracts for
delivery through Jan. 31, 2009 at those facilities.  In addition,
because the company does not expect to operate the production
facilities located in Central City, Ord, Dyersville, Albert City,
Hankinson, and Woodbury through Jan. 15, 2009, the company
informed the Court that it intends to reject contracts for
delivery of corn scheduled at these facilities during this period.

The company said that the action responds to a number of requests
by producers to gain certainty on the status of their corn
contracts and will allow them to move forward to remarket their
corn.

                     Roll Up Faced Objections

Wells Fargo Bank, N.A., indenture trustee for the 9-7/8% Senior
Secured Notes due 2012, has complained that the proposed roll up
under VeraSun Energy Corp.'s $220-million DIP facility is highly
unusual because it provides special treatment for a subset of the
holders of the Senior Secured Notes.

VeraSun has sought approval from the U.S. Bankruptcy Court for the
District of Delaware to access $220 million of debtor-in-
possession financing from certain holders of notes issued by the
Debtors before bankruptcy filing and Agstar Financial Services.
The Financing will be used, in part, to pay or "roll-up" the
Senior Secured Notes held by the participating Secured Noteholders
DIP Lenders.

The Indenture Trustee objected to the Motion on two principal
grounds:

  (1) the record does not support the roll-up of the DIP
      Lenders' prepetition debt; and

  (2) all bondholders must be given the opportunity to
      participate in the DIP Financing.

In response to Wells Fargo's objection, the DIP Lenders contend
that the Objection is wholly lacking in merit and should be
overruled.  The DIP Lenders' counsel, Neil B. Glassman, Esq., at
Bayard PA, in Wilmington, Delaware, argues that the DIP Lenders
never sought to exclude any other bondholder from the facility.
He relates that a public invitation to all bondholders was
examined, but was ultimately considered impracticable, due to the
likely characterization of the offer as a tender under the
securities laws.  Mr. Glassman tells the Court that the DIP
Lenders determined to extend DIP Loans to the Debtors to protect
the value of the collateral, which secures all of the bondholders
represented by Wells Fargo, as indenture trustee.

Mr. Glassman also tells the Court that the Debtors have not yet
completed making their record.  However, he says that even the
record made at the first day hearings fully supports the roll-up.
"No other source of financing was available, and the DIP Lenders
would not provide financing on lesser terms," Mr. Glassman avers.
He notes that the Debtors have now had a month to find another
lender willing to provide better terms, and has obviously been
unable to do so.

               Debtors File DIP Credit Agreements

On December 1, 2008, the Debtors filed an executed copy of the
Priming Superpriority DIP Credit Agreement and related agreements
with Wilmington Trust Company, as administrative agent, for
$196,540,000, a free copy of which is available at:

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

                       About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- is a producer
and marketer of ethanol and distillers grains. Founded in 2001,
the company has a fleet of 16 production facilities in eight
states, with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VIREXX MEDICAL: To Seek Canadian Court's OK of Restructuring Plan
-----------------------------------------------------------------
ViRexx Medical Corp. said it will ask on Dec. 11, 2008, in the
Court of Queen's Bench of Albertaon at The Law Courts in Edmonton,
Alberta for approval of an order for it reorganization in proposal
proceedings under the Bankruptcy and Insolvency Act (Canada) and
under the Alberta Business Corporations Act.

The Court has previously directed that the company's shareholders
be served with notice of the Court Application by way of a press
release.

                      History of Proceedings

As a result of having insufficient financial resources to meet all
of its existing creditor obligations, on Oct. 16, 2008, the
company filed a Notice of Intention to make a Proposal under the
Bankruptcy and Insolvency Act.  This filing allowed the Company to
maintain scaled-back operations and the integrity of its assets
while evaluating its strategic alternatives and developing a
restructuring proposal for creditors.  During this period Meyers
Norris Penny Limited was appointed as trustee and monitored the
activities of the company while the company formulated a Proposal
for its creditors.

On Nov. 17, 2008, the company obtained an Order from the Court to
obtain debtor in possession financing from Paladin Labs Inc. in
order to assist the company to complete its restructuring process.
Pursuant to this Order, on Nov. 18, 2008, the company filed the
Proposal with the Trustee who then called and held a meeting of
unsecured creditors on Nov. 28, 2008, to consider the proposal.

At the meeting, unsecured creditors of the company voted in favour
of the Proposal.  Summary of Proposed Order Under the Proposal and
the proposed Order for Reorganization, Paladin or its assignee is
intended to become the sole shareholder of the company.  One of
the consequences of which is that the company will take the steps
necessary to cease being a reporting issuer in Canada and the
United States.

Under the Proposed Order, Paladin or its assignee would pay an
aggregate amount of $1,250,000 for the payment of priority and
preferred creditor claims under the Bankruptcy and Insolvency Act,
payment of legal and Trustee costs, repayment of the debtor in
possession financing and finally, the pro rata payment to
unsecured creditors with the remaining funds.  All existing shares
and options in the company would be canceled pursuant to the
Proposed Order with no payment or other consideration.

                    About ViRexx Medical Corp.

ViRexx Medical Corp. (TSX: VIR) (AMEX: REX) is a Canadian-based
development-stage biotech company focused on developing
innovative-targeted therapeutic products that offer better quality
of life and a renewed hope for living.  The company's platform
technologies include product candidates for the treatment of
Hepatitis B, Hepatitis C, avian influenza viral infections,
biodefence and nanoparticle applications, select solid
tumors and late-stage ovarian cancer.


VIRGIN MOBILE: Has Funds to Support Biz Until At Least Q3 2009
--------------------------------------------------------------
Virgin Mobile USA, Inc., disclosed in regulatory filing with the
Securities and Exchange Commission that, based on its expected
cash flows from operations and available funds from its revolving
credit facility, management believes that the company has the
ability to finance its projected operating, investing and
financing requirements of existing operations and planned customer
growth through at least September 30, 2009.

Virgin Mobile USA noted that it has incurred substantial
cumulative net losses and negative cash flows from operations
since inception, and has a stockholders' deficit of $355.5
million, negative working capital of $180.3 million and non-
current debt of $232.4 million as of September 30, 2008.  The
company said it makes significant initial cash outlays to acquire
new customers in the form of handset and other subsidies.
Additionally, it has been incurring increasing costs to maintain
current customers through the sale of replacement handsets at a
loss to the company.  Management expects these costs to be funded
primarily through service revenue generated from the company's
existing customer base and borrowings under its subordinated
secured revolving credit facility.

In addition, the company said its ability to make scheduled
principal and interest payments, or to refinance indebtedness and
to satisfy other obligations, including obligations under its PCS
Services Agreement with Sprint Nextel, as well as the company's
ability to meet long-term liquidity needs, will depend upon future
operating performance, as well as general economic, financial,
competitive, legislative, regulatory, business and other factors
beyond the company's control.

If the company materially underachieves its operating plan and the
availability under the Revolving Credit Facility, and cash flow
from operations become insufficient to allow the company to meet
its obligations, the company is committed to taking certain
alternative actions that could include reducing inventory
purchases, reducing planned capital expenditures, extending the
payment for certain liabilities within contractual terms with
vendors, curtailing marketing costs and reducing other variable
costs.  In addition, management may also seek additional increases
in its borrowing capacity under the Revolving Credit Facility,
seek to raise additional funds, through public or private debt,
equity financing to support operations, or to restructure debt
repayment obligations.  Additional funds, however, may not be
available to the company on commercially reasonable terms when
required, or at all, and any additional capital raised through the
sale of equity or equity-linked securities, if possible, could
result in dilution to existing stockholders.  There is no
assurance management will be successful in achieving its operating
plan or would be able to implement alternative actions or obtain
additional borrowing capacity on acceptable terms, the company
said.

                         More Restrictive

The company's third party senior secured credit facility and
Revolving Credit Facility require compliance with covenants,
including a consolidated leverage ratio and fixed charge ratio
which will become more restrictive in the fourth quarter.  Based
on projected operating results and financial position, the company
expects to remain in compliance with the required covenants
through at least September 30, 2009.  If the company does not meet
these covenants, its borrowing availability under the Revolving
Credit Facility could be eliminated and outstanding borrowings
under the company's Senior Credit Agreement and the Revolving
Credit Facility could become due.

On June 27, 2008, Virgin Mobile entered into a Fifth Amendment to
the PCS Services Agreement.  The company is required under the
deal to pay Sprint Nextel at least $320 million, $370 million and
$420 million, during the years ending December 31, 2008, 2009 and
2010, respectively, for wireless network services, including
voice, messaging and data traffic.  Additionally, the Fifth
Amendment provides that as of July 1, 2008, Sprint Nextel will pay
the company a $2.50 network usage credit for each gross additional
customer through December 31, 2009, up to a maximum of $10
million.

On August 22, 2008, Virgin Mobile acquired Helio, a provider
of wireless products and services, from SK Telecom, EarthLink,
Inc., or EarthLink, and Helio, Inc. in exchange for 12,806,632
limited partnership units in Virgin Mobile USA, L.P. and 193,368
shares the company's Class A common stock, together equivalent to
13 million shares of the company's Class A common stock.

In connection with the Helio acquisition, each of the Virgin Group
and SK Telecom USA Holdings, Inc., invested $25 million in the
company in exchange for the issuance by the company of 25,000
shares of Series A Preferred Stock to each of the Virgin Group and
SK Telecom.  The $50 million of proceeds received by the company
was used to pay down a portion of the outstanding principal under
the Senior Credit Agreement.

Also on June 27, 2008, the company entered into a Second Amendment
to the Senior Credit Agreement.  The amendment (i) required that
the $50 million proceeds from the issuance of the Preferred Stock
be used to pay down a portion of the outstanding loan balance,
(ii) increased the interest rate applicable to outstanding
balances by 100 basis points per year, and (iii) decreased the
leverage ratio covenant for each quarter by 0.25 times (for the
quarter ending December 31, 2008, the required leverage ratio
decreases from 3.00:1.00 to 2.75:1.00). The obligations under the
Senior Credit Agreement continue to be collateralized by a
security interest in substantially all of the company's tangible
and intangible assets.

Concurrent with the amendment to the Senior Credit Agreement, the
company entered into the Second Amendment to the Revolving Credit
Facility.  The amendment increased the Virgin Group's lending
commitment from $75 million to $100 million and added SK Telecom
as a new lender with a lending commitment of $35 million.

In October 2008, the company borrowed an additional $20.0 million
under the Revolving Credit Facility, bringing the total amount
outstanding under the Revolving Credit Facility to $75.0 million.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

Virgin Mobile USA was founded as a joint venture between Sprint
Nextel and the Virgin Group, and launched its service nationally
in July 2002.  As of September 30, 2008, the company served 5.2
million customers.

According to Virgin Mobile's unaudited balance sheet on Sept. 30,
2008, the company has $395,989,000 in assets, $695,081,000 in
liabilities and $355,482,000 stockholders' deficit.


VIRGIN MOBILE: Slapped with Two Non-Compliance Notices From NYSE
----------------------------------------------------------------
Virgin Mobile USA, Inc., disclosed in a November 19, 2008,
regulatory filing with the Securities and Exchange Commission that
it received written notice from the New York Stock Exchange on
November 13 relating to the continued listing standards set forth
in Section 8.02.01B of the NYSE Listed company Manual.  Section
8.02.01B requires that the company's average market capitalization
over a consecutive 30 trading-day period equal or exceed
$100,000,000.  As of the end of business on November 11, 2008, the
date of the NYSE's review of the current financial condition of
the company, the company's average market capitalization over the
same period was $89.8 million.  In evaluating the company's
average market capitalization, the NYSE took into account 78.4
million company common shares and their substantial equivalents,
including limited partnership interests in Virgin Mobile USA, L.P.

Within 45 days from the receipt of the NYSE's written notice, the
company must provide the NYSE with a business plan which
demonstrates its ability to achieve compliance with the NYSE's
market capitalization standard within 18 months of the receipt of
notice.  The NYSE will evaluate the Plan within 45 days to
determine whether the Plan demonstrates that the company can meet
the market capitalization standard within 18 months.  If the NYSE
does not accept the Plan, it will commence suspension and
delisting procedures.  If the NYSE accepts the Plan, it will
review the company on a quarterly basis to monitor the company's
compliance with the Plan.  If the company fails to comply with the
Plan, fails to meet its quarterly milestones or is otherwise not
compliant with the applicable continued listing standard within 18
months, its securities will be subject to suspension and delisting
by the NYSE. T he company intends to file such a Plan with the
NYSE.

On November 19, 2008, the NYSE delivered written notice relating
to the continued listing standards set forth in Section 8.02.01C
of the NYSE Listed company Manual.  Section 8.02.01C requires that
a company's listed security average closing price of a security
equal or exceed $1.00 per share over a consecutive 30 trading-day
period.  Under the NYSE's applicable rules and regulations
regarding listed security average closing price, the company's
Class A common stock must, within six months from the company's
receipt of notice pursuant to the listing standards set forth in
Section 8.02.01C, maintain an average 30-day trading period
closing price equal to or exceeding $1.00 per share.  In the event
that the company fails to meet this standard at the expiration of
the six-month period, the NYSE will commence suspension and
delisting procedures.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

Virgin Mobile USA was founded as a joint venture between Sprint
Nextel and the Virgin Group, and launched its service nationally
in July 2002.  As of September 30, 2008, the company served 5.2
million customers.

According to Virgin Mobile's unaudited balance sheet on Sept. 30,
2008, the company has $395,989,000 in assets, $695,081,000 in
liabilities and $355,482,000 stockholders' deficit.


VIRGIN MOBILE: Panel Approves 2009 Bonus Packages for Officers
--------------------------------------------------------------
The Compensation Committee of the Board of Directors of Virgin
Mobile USA, Inc., approved on November 12, 2008, awards to certain
executive officers, effective immediately, as components of their
annual long term incentive packages for the year 2009:

   * Daniel Schulman, Chief Executive Officer;
   * Jonathan H. Marchbank, Chief Operating Officer;
   * David R.J. Messenger, Chief Administrative & Corporate
     Development Officer;
   * Peter Lurie, General Counsel; and
   * Marie Gilhuley, Vice President, Finance.

The total value of the awards for 2009 granted by the Compensation
Committee -- including both cash and equity compensation -- was
between the 25th and 50th percentile of the value of annual grants
for these roles at companies in the company's peer groups.

Each of the officers received a grant of restricted stock units
pursuant to the Virgin Mobile USA, Inc. 2007 Omnibus Incentive
Compensation Plan.  Each grant was awarded subject to approval by
the company's stockholders of the issuance of additional shares of
authorized but unissued and unreserved shares of the company's
Class A common stock reserved for issuance under the Omnibus Plan.
One third of each RSU grant will vest on each of these dates:
January 1, 2010, January 1, 2011 and January 1, 2012.  RSU grants
were awarded in these amounts:

   * Mr. Schulman, 900,000;
   * Mr. Marchbank, 400,000;
   * Mr. Messenger, 400,000;
   * Mr. Lurie, 400,000;
   * Ms. Gilhuley, 75,000.

The Compensation Committee established target cash awards for each
officer, pursuant to the company's Mid-Term Bonus Plan, subject to
the company's performance against targets for Net Service Revenue
and EBITDA in the year ended December 31, 2009.  Actual cash
payouts, which will be determined based on the company's
performance, will be made to each award recipient in these
percentages, as of these dates:

   * 30% of actual cash payout on February 28, 2010;
   * 30% of actual cash payout on August 31, 2010; and
   * 40% of actual cash payout on February 28, 2011.

Target cash awards were granted in these amounts:

   * Mr. Schulman, $1,100,000;
   * Mr. Marchbank, $800,000;
   * Mr. Messenger, $750,000;
   * Mr. Lurie, $525,000;
   * Ms. Gilhuley, $120,000.

Mr. Schulman was awarded 900,000 options to purchase shares of
the company's Class A common stock, pursuant to the Omnibus Plan,
with one third of the award vesting on each of January 1, 2010,
January 1, 2011 and January 1, 2012, respectively.

The company intends to provide additional information regarding
the compensation awarded to its named executive officers for the
year ended December 31, 2008, in the proxy statement for the
company's 2009 annual meeting.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

Virgin Mobile USA was founded as a joint venture between Sprint
Nextel and the Virgin Group, and launched its service nationally
in July 2002.  As of September 30, 2008, the company served 5.2
million customers.

According to Virgin Mobile's unaudited balance sheet on Sept. 30,
2008, the company has $395,989,000 in assets, $695,081,000 in
liabilities and $355,482,000 stockholders' deficit.


VIRGIN MOBILE: Officers, et al., Report Acquisition of Shares
-------------------------------------------------------------
Several officers of Virgin Mobile USA Inc. disclosed their
acquistion of company shares in November 2008.

Virgin Mobile CEO Daniel H. Schulman obtained 40,000 shares of the
company's class A common stock in two separate transactions on
November 20 ($0.79 a share) and November 21 ($0.81 a share) to
raise his stake to 852,101 shares.

Mr. Schulman also has options to purchase up to 900,000 class A
shares at $1.06 apiece.  The stock options vest in three equal
annual installments of 300,000 on January 1, 2010, January 1,
2011, and January 1, 2012.  The options may be exercisable until
November 12, 2018.

David R. J. Messenger, Virgin Mobile's chief administrative
officer and corporate development officer, acquired 5,000 shares
of the company's class A common stock on November 25, at $0.7796 a
share, to raise his stake to 137,596 shares.

Virgin Mobile's CFO, John D. Feehan, Jr., got 10,000 shares
of class A common stock for $0.7861 a share on average on
November 21.  He has raised his stake to 184,839 shares.

The company's general counsel and secretary, Peter Lurie, got
5,500 shares for $0.8545 a share in a November 24 deal, to up his
stake to 131,416.

SK Telecom USA Holdings, Inc. said in a Form 4 filing with the SEC
yesterday that it acquired 10,999,373 class A common shares of the
company on December 2.  The shares were acquired by conversion of
equal number of common units of Virgin Mobile USA, L.P. for no
additional consideration.  SK Telecom Co. Ltd., said in a separate
Form 4 filing that it indirectly holds 11,192,741 company shares
as a result of that conversion.

According to the company, 53,707,076 shares of Class A common
stock, par value $0.01 per share; one share of Class B common
stock, par value $0.01 per share; and 115,062 shares of Class C
common stock, par value $0.01 per share are outstanding as of
October 31, 2008.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

Virgin Mobile USA was founded as a joint venture between Sprint
Nextel and the Virgin Group, and launched its service nationally
in July 2002.  As of September 30, 2008, the company served 5.2
million customers.

According to Virgin Mobile's unaudited balance sheet on Sept. 30,
2008, the company has $395,989,000 in assets, $695,081,000 in
liabilities and $355,482,000 stockholders' deficit.


VONAGE HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $59.9MM
--------------------------------------------------------------
Vonage Holdings Corp. reported in a November 2008 regulatory
filing with the Securities and Exchange Commission that its
balance sheet as of September 30, 2008, shows $429.6 million in
total assets, and $519.6 million in total liabilities, resulting
in $59.9 million in stockholders' deficit.  Vonage's balance sheet
also shows strained liquidity.  The company has $204.7 million in
current assets, including $112.2 million in cash and equivalents;
on $452.8 million in current liabilities.

Vonage said its working capital deficit of $248.1 million as of
September 30, 2008, was caused primarily by $253.4 million of
convertible notes being classified as a current liability since
they could have been put by the holders on December 16, 2008.

On October 19, 2008, Vonage entered into definitive agreements for
a financing consisting of (i) a $130.3 million senior secured
first lien credit facility, including an original issuance
discount of $7.2 million, (ii) a $72.0 million senior secured
second lien credit facility, and (iii) the sale of $18 million of
the company's 20% senior secured third lien notes due 2015.  The
Financing was consummated on November 3, 2008.  Vonage used the
net proceeds of the Financing, plus cash on hand, to repurchase
$253.4 million of Notes in a tender offer.

For the third quarter of 2008, Vonage said adjusted operating
income was $15 million, an increase from an adjusted operating
loss excluding certain charges of $1 million in the year-ago
quarter and adjusted operating income of $12 million sequentially.
Vonage reported a GAAP net loss of $8 million, compared to a net
loss excluding certain charges of $12 million in the third quarter
2007.

Revenue for the third quarter 2008 grew to $226 million, up 7%
from $211 million in the third quarter 2007 driven by an increase
in average revenue per line and subscriber lines. Revenue declined
1% sequentially from $228 million.

Vonage added 9,500 net subscriber lines in the third quarter 2008
and finished the quarter with more than 2.6 million lines in
service.

Marc Lefar, Vonage Chief Executive Officer, said in a news
statement, "We reported our fourth consecutive quarter of positive
adjusted operating income delivering a record level $15 million in
the third quarter. Pre-marketing operating income also represents
a record high of $91 million. Shortly after the quarter ended, we
refinanced $253 million of convertible debt despite one of the
most difficult capital market environments in our nation's
history.

"As we look forward, we continue to maintain our focus on fixing
the business fundamentals. We are becoming more selective in our
product investments, continuing to improve customer care and
reevaluating our marketing messaging and media investment.
Although we anticipate modest growth for the balance of the year,
the changes we are putting in place should position us for
accelerated growth in 2009."

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

              http://ResearchArchives.com/t/s?35a8

                      Preliminary Prospectus

In connection with the issuance of the 2015 Convertible Notes,
Vonage filed with the SEC on November 3, 2008, a preliminary
prospectus, which, it said, may be used by stockholders or their
transferees, pledgees, donees or their successors, to resell, from
time to time, any shares of the company's common stock, par value
$0.001 per share, issuable upon conversion of the Convertible
Notes at an initial conversion rate of 3,448.2759 shares per
$1,000 principal amount of Convertible Notes.  The prospectus may
also be used by certain stockholders who currently hold shares of
Vonage outstanding common stock to resell up to 4,000,000 shares
of that common stock.

A full-text copy of Vonage's prospectus is available at no charge
at:

              http://ResearchArchives.com/t/s?35a9

                       About Vonage Holdings

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                        Going Concern Doubt

Vonage has incurred operating losses since its inception and has
an accumulated deficit at September 30, 2008, of $1.0 billion.

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.


VONAGE HOLDINGS: Silver Point Discloses 18% Equity Stake
--------------------------------------------------------
Silver Point Capital L.P. disclosed in a regulatory filing with
the Securities and Exchange Commission that it may be deemed to
beneficially own 4,000,000 shares of Vonage Holdings Corp. common
stock, as well as 20% Convertible Notes due 2015 that may be
convertible to up to 30,344,827 common shares, at an exercise
price of $0.29.

Based on the 156,565,277 Vonage shares outstanding as of
October 31, 2008, plus 30,344,827 shares of common stock that may
become outstanding upon conversion of the 2015 Notes, Silver Point
may be deemed to hold an 18.4% equity stake in the company,
according to the SEC filing.

Silver Point Capital, L.P. is the investment manager of Silver
Point Capital Fund, L.P. and Silver Point Capital Offshore Fund,
Ltd.  Silver Point Capital Management, LLC, is the general partner
of Silver Point and as a result may be deemed to be the beneficial
owner of all securities held by the Funds.

Messrs. Edward A.Mule and Robert J. O'Shea are each members of
Managment and as a result may be deemed to be the beneficial owner
of all of the securities held by the Funds.  Management and
Messrs. Mule and O'Shea disclaim beneficial ownership of the
reported securities held by the Funds except to the extent of
their pecuniary interests.

Separately, Morton David, a director at Vonage, disclosed in a
November 3 filing with the SEC that he holds $200,000 in Third
Lien Convertible Notes due 2015 which may be convertible to up to
689,655 common shares.  Mr. David also disclosed that he disposed
of $202,955 in unsecured convertible notes.

Director Jeffrey A. Citron disclosed in a November 5 filing that
he may be deemed to hold $2,000,000 in Third Lien Convertible
Notes due 2015, which may be convertible to up to roughly 6.8
million common shares.  Mr. Citron said $1,000,000 of the 2015
Notes are held by Kyra Elise Citron 1999 Descendant's Annuity
Trust, and the remaining portion is held by Noah Aidan Citron 1999
Descendant's Annuity Trust.  Mr. Citron also disclosed that he
disposed of $2.5 million in unsecured convertible notes.

                       About Vonage Holdings

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                        Going Concern Doubt

Vonage has incurred operating losses since its inception and has
an accumulated deficit at September 30, 2008, of $1.0 billion.

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.


WACHOVIA BANK: S&P Cuts Rating on Class L Certificates to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
L commercial mortgage pass-through certificates issued by Wachovia
Bank Commercial Mortgage Trust's series 2005-WHALE 5.
Concurrently, S&P affirmed its ratings on five other classes from
the same series.

The downgrade and affirmations follow S&P's analysis of the
remaining loan in the pool.  S&P's analysis included a revaluation
of the properties securing the loan.  The downgrade reflects the
weakened operating performance of the collateral properties and
S&P's concern regarding the borrower's ability to secure mortgage
refinancing or a loan extension on its Jan. 9, 2009, maturity
date.  The revaluation supports the affirmed ratings.

As of the Nov. 17, 2008, remittance report, the trust collateral
consisted of the senior participation interests in one, one-month
LIBOR-indexed floating-rate mortgage loan.  The pool balance has
declined 98% since issuance to $29.7 million.  To date, the trust
has not experienced any losses.

The remaining loan in the pool, the Lightstone Pool 2 loan, is
secured by a 322,200-sq.-ft. retail shopping center, Shawnee Mall,
in Shawnee, Oklahoma., and a 580,300-sq.-ft. retail shopping
center, Brazos Mall, in Lake Jackson, Texas.  The $39.1 million
whole-loan balance consists of a $29.7 million in-trust senior
interest and a $9.4 million junior interest that is held outside
of the trust.  In addition, the borrower's equity interests in the
properties secure a $7.5 million mezzanine loan.

Standard & Poor's utilized the borrower's operating statements for
the trailing-12-months ended Sept. 30, 2008, to derive an adjusted
valuation that has declined 18% since S&P's last review dated Feb.
25, 2008.  Using a capitalization rate of 9.0%, S&P calculated a
loan-to-value ratio of 104% on the whole-loan balance.  S&P
attributes the decline in valuation mainly to lower revenue due to
occupancy declines at both properties; as of October 2008, the
combined occupancy was 76% for both properties.  The drop in
occupancy is primarily due to a former tenant, Steve & Barry's,
which occupied 10% of the gross leasable area at the Brazos Mall,
until it filed for bankruptcy and rejected its lease at the mall
in August 2008.  The borrower is currently actively marketing the
vacant space.  Additionally, the reported operating expenses have
steadily increased since issuance.  The results of the analysis
support the lowered and affirmed ratings.

The master servicer, Wachovia Bank N.A., reported a combined debt
service coverage of 2.46x for the six months ended June 30, 2008.
The loan matures on Jan. 9, 2009, and has a one-year extension
option remaining.  Wachovia indicated that the loan currently does
not meet its DSC test based on a loan constant of 8.80% to be
extended when it matures.  The borrower has been unsuccessful in
obtaining financing to pay off the loan.  Standard & Poor's will
continue to monitor this situation and will take rating actions as
warranted.

                        Rating Lowered

             Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-WHALE 5

                       Rating
                       ------
          Class      To         From   Credit enhancement
          -----      --         ----   ------------------
          L          BB         BBB-              N/A

                      Ratings Affirmed

             Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-WHALE 5

          Class          Rating              Credit enhancement
          -----          ------              ------------------
          J              AAA                            74.54%
          K              A                              36.29%
          X-1B           AAA                              N/A
          X-1C           AAA                              N/A
          X-2            AAA                              N/A

                    N/A - Not applicable.


WCP WARM: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: WCP Warm Springs Holdings 1, LLC
        35 Innisbrook Avenue
        Las Vegas, NV 89113

Bankruptcy Case No.: 08-24453

Chapter 11 Petition Date: December 3, 2008

Court: District of Nevada (Las Vegas)

Debtor's Counsel: Terry V. Leavitt Esq.
                  terrylt1@ix.netcom.com
                  Graves & Leavitt
                  601 S. 6TH ST.
                  Las Vegas, NV 89101
                  Tel: (702) 385-7444
                  Fax: (702) 385-1178

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
   ------                      ---------------    ------------
Vestin Mortgage, Inc.          vacant land APN    $11,404,447
6149 S. Rainbow Blvd.          No. 163-30-601-018
Las Vegas, NV 89118            senior lien:
                               $2,501,089

Lenders Mortgage               vacant land APN
630 Trade Center Dr.           No. 163-30-601-018 $2,501,089
Ste. 204
Las Vegas, NV 89119

JMA
10150 Covington Cross Dr.                         $1,010,668
Las Vegas, NV 89144

Matt Construction                                 $294,626

JMK Investments LTD            loan               $164,330

Lovaas & Lahtinen, P.C.        attorney's fees    $25,227

Your Buyer, Inc.                                  $17,500

Jones Vargas                   attorney's fees    $14,257

Mercury LDO                    Blueprinting       $6,940

STF Inc                                           $2,100

The petition was signed by managing member Roderick W. G. Nielsen.


WEDAFAB INC.: Preparing to Sell All Assets for $1,625,000
---------------------------------------------------------
WEDAFAB Inc. asks the United States Bankruptcy Court for the
Western District of Pennsylvania to approve the sale of its real
and personal property to Chartiers Febricating and Powder Coating
LLC for $1,625,000, free and clear of all liens, claims and
encumbrances.

Collar Group LLP owns the real property where the Debtor conducts
its business operation.  The property is located at 200 Main
Street in Coraopolis, Pennsylvania, in the Borough of Coraopolis,
County of Allegheny and Commonwealth of Pennsylvania, including
three parcel of land.

A hearing is set for Dec. 18, 2008, at 10:00 a.m., at 5414 U.S.
Steel Tower, 500 Grant Street in Pittsburgh, Pennsylvania, to
consider the request.  The Court may entertain higher and better
offers at the hearing.  Objections, if any, are due Dec. 11, 2008.

For further information, Debtors' counsel can be reached at:

  Robert O. Lampl PA
  960 Penn Avenue, Suite 1200
  Pittsburgh, PA 15222
  Tel: (412) 392-0330
  Fax: (412) 392-0335

Wedafab Inc. filed for Chapter 11 protection (Bankr. W.D. Pa. Case
No. 08-25079) on Aug. 1, 2008.  The filing came after Enterprise
Bank of Pittsburgh attempted to seize the company's machinery to
pay off a debt.  Based in Coraopolis, Pa., Wedafab Inc. -- short
for "we design and fabricate anything" -- manufactures customized
display cases for retailers, ranging from jewelry displays to
dressing room benches.  It is a 17-year-old, family-run business.
Its clients include American Eagle and Rue 21 clothing stores.


WESTMORELAND COAL: Unit Renews $20MM Credit Line Until Nov. 2009
----------------------------------------------------------------
Westmoreland Coal company disclosed in a regulatory filing with
the Securities and Exchange Commission that its wholly owned
subsidiary, Westmoreland Resources, Inc., on November 20, 2008,
entered into a second amendment to its Business Loan Agreement
dated October 29, 2007, as amended, and a Change in Terms
Agreement, with First Interstate Bank, Billings, Montana.
Westmoreland Coal is guarantor of WRI's obligations under the Loan
Agreement and has pledged 100% of WRI's common stock to FIB as
collateral to secure the guaranty.  The Loan Agreement provided
WRI, as borrower, a $8,500,000 term loan and a $20,000,000
revolving line of credit.  The revolving line of credit originally
matured on October 28, 2008.

Pursuant to the Amendment and the Changes in Terms Agreement, the
revolving line of credit has been extended to November 19, 2009,
and the amount of borrowings available under the revolving line of
credit is restored to the original amount of $20,000,000.  The
interest rate will be the prime rate, subject to a floor of 6% per
annum and a ceiling of 8% per annum.

On October 28, 2008, WRI entered into a 30-day extension of the
revolving line of credit, and borrowings during this extension
period were limited to $10,000,000.  The reduction in borrowing
capacity was due to the withdrawal of a participant bank from the
credit facility.  All other terms of the borrowing remain the same
during the extension period.  Outstanding borrowings at October
28, 2008, were $6.2 million.

WRI used the extension period to negotiate a renewal of the
revolving line of credit with FIB and other potential lending
sources, as well as to seek other potential sources of equity or
debt financing.  If the line of credit was not renewed,
Westmoreland Coal said WRI would be required to repay the
outstanding balance on the line at November 28, 2008, which would
have depleted the Parent company's cash reserves.  Westmoreland
Coal indicated that if the line of credit is renewed for $10
million, it would be required to obtain additional capital from
other sources to pay heritage and corporate obligations, and the
capital may be required as soon as December 2008.  If the line of
credit is renewed at the $20 million level, Westmoreland Coal said
it would continue to seek additional sources of capital to improve
its overall liquidity position.

Westmoreland Coal also said the cash flows from its operating
subsidiaries, Westmoreland Mining LLC, Westmoreland Partners, and
WRI, provide sufficient liquidity for each of those subsidiaries
to continue operations on a stand-alone basis.  However,
Westmoreland Coal said it relies on dividends from those
subsidiaries, most significantly from WRI, to meet its heritage
and corporate obligations.  The nonrenewal of the WRI revolving
line of credit or a renewal at the $10 million level, could have
resulted in the Parent company being unable to pay its heritage
and corporate obligations as they come due.

A full-text copy of the Amendment to the Business Loan Agreement
is available at no charge at:

              http://ResearchArchives.com/t/s?35c4

A full-text copy of the Change in Terms Agreement is available at
no charge at:

              http://ResearchArchives.com/t/s?35c5

On November 14, Westmoreland reported net loss of $3.1 million for
the quarter ended September 30, 2008, compared to a net loss of
$7.7 million for the same period last year.  The company said its
results were negatively impacted during the third quarter 2008 by
a $2.6 million charge taken for the anticipated settlement of two
coal royalty claims and $800,000 charge for an other-than-
temporary impairment of marketable securities.  Third quarter 2008
also benefited from a $900,000 gain on the sale of the company's
interest in the Ft. Lupton power project.

Westmoreland Coal's balance sheet as of September 30, 2008, shows
$811.4 million in total assets and $1.0 billion in total
liabilities, resulting in $192.1 million in shareholders' deficit.
The company's balance sheet also shows strained liquidity: The
company has $169.5 million in current assets on $178.6 million in
current liabilities.

Westmoreland Coal said it has taken four significant steps the
past nine months to improve its liquidity:

   -- On March 4, 2008, the company completed the sale of
      $15.0 million in senior secured convertible notes to an
      existing shareholder.  The notes mature five years from
      date of issuance, carry a 9.0% fixed annual interest
      rate -- with interest payable in cash or in kind at the
      company's option -- and are convertible into the company's
      common stock at the noteholders' option at an initial
      conversion price of $10.00 per share.

   -- On March 17, 2008, Westmoreland Partners, a wholly owned
      subsidiary of the company, completed a refinancing of
      the Roanoke Valley power project's debt with The Prudential
      Insurance company of America and Prudential Investment
      Management, Inc.  The refinancing paid off all outstanding
      bank borrowings, bond borrowings, and the ROVA acquisition
      loan, and eliminated the need for the irrevocable letters
      of credit, which supported the bond borrowings.

   -- On June 26, 2008, WML completed a refinancing of its term
      debt.  On that date, WML entered into a note purchase
      agreement with institutional investors under which it sold
      $125.0 million of secured notes. These notes bear interest
      at a rate of 8.02% per annum. Also on June 26, 2008, WML
      amended its Revolving Credit Agreement with its lenders,
      which increased the facility to an amount not to exceed
      $25.0 million and extended its term through 2013.

   -- On October 16, 2008, WRI entered into a series of
      transactions to monetize the Indian Coal Production Tax
      Credits available to it.  If a favorable private letter
      ruling is received on the transactions from the Internal
      Revenue Service prior to April 1, 2009, the company could
      realize net cash flows of up to $37.1 million before taxes
      through 2012.

Westmoreland Coal said it is in active discussions with potential
buyers regarding the sale of certain assets, but it is not certain
such sale could be completed in the time required to meet the
company's cash needs. There can be no assurance that any sale
could be completed on a timely basis or on terms acceptable to the
company.  The company is also pursuing alternatives to meet future
reclamation bond requirements with reduced amounts of cash
collateral as it enters new mining areas.

The company delayed the filing of the Form 10-Q with the SEC for a
few days, as it continued discussions with lenders regarding the
renewal of WRI's line of credit.

A full-text copy of Westmoreland's quarterly report on Form 10-Q
for the period ended September 30, 2008, is available at no charge
at:

              http://ResearchArchives.com/t/s?35c6

Headquartered in Colorado Springs, Colorado, Westmoreland Coal
company (AMEX: WLB) -- http://www.westmoreland.com/-- is an
independent coal company in the United States.  The company mines
coal, which is used to produce electric power, and the company
owns power-generating plants.  The company's coal operations
include coal mining in the Powder River Basin in Montana and
lignite mining operations in Montana, North Dakota and Texas.  Its
current power operations include ownership and operation of the
two-unit Roanoke Valley coal-fired power plant in North Carolina.


WESTMORELAND COAL: Tontine Entities Disclose 30% Equity Stake
-------------------------------------------------------------
Jeffrey L. Gendell, Tontine Capital Partners, L.P., Tontine
Partners, L.P., Tontine Capital Management, L.L.C. and their
affiliates disclosed in a November 10 filing with the Securities
and Exchange Commission that they beneficially own in the
aggregate 3,095,045 shares, roughly 30%, of Westmoreland Coal
company's common stock:

Mr. Gendell and the Tontine have not engaged in any transactions
involving the company's Common Stock in the last 60 days.

                                      No. of Shares
                                      Beneficially
                                      Owned          Percentage
                                      -------------  ----------
   Tontine Capital Partners, L.P.           907,351      8.2%
   Tontine Capital Management, L.L.C.       977,351      8.8%
   Tontine Partners, L.P.                 1,289,364     11.6%
   Tontine Management, L.L.C.             1,289,364     11.6%
   Tontine Overseas Associates, L.L.C.      279,330      2.5%
   Jeffrey L. Gendell                     3,095,045     30.0%

On March 4, 2008, TP and TCP purchased senior secured convertible
promissory notes of the company in the original aggregate
principal amount of $15,000,000 pursuant to a Senior Secured
Convertible Note Purchase Agreement dated as of March 4, 2008,
with TCP and TP as purchasers, and Tontine Capital Associates,
L.P. as collateral agent.

The Tontine Entities acquired their shares of Common Stock and the
Notes for investment purposes and in the ordinary course of
business.  For so long as the Tontine Entities own at least 10% of
the outstanding shares of Common Stock (including the shares
issuable upon conversion of the Notes on an as-converted basis),
Tontine will have the right to designate two members of the Board.
Tontine currently has not designated any individuals to serve on
the Board.

In the regulatory filing, the Tontine Entities said they would
begin to explore alternatives for the disposition of their
holdings in the company, which alternatives may include, without
limitation (a) dispositions through open market sales,
underwritten offerings or privately negotiated sales, (b) a sale
of the company, or (c) distributions by the Tontine Entities of
their interests in the company to their respective investors.  The
Tontine Entities expect to engage in discussions with the
company's management and Board of Directors in the evaluation of
such alternatives.

As part of the process, the Tontine Entities said they (i) may
encourage the company to engage an investment banker or other
financial advisor with respect to an underwritten offering of
their holdings, a sale of the company or other strategic
transaction involving the company, (ii) may encourage third
parties to consider an acquisition of their holdings, an
acquisition of the company or other strategic transaction
involving the company, or (iii) may independently engage an
investment banker or other financial advisor to assist the Tontine
Entities with respect to the analysis and execution of various
alternatives in connection with their holdings.

In deciding which alternative or alternatives to pursue, the
Tontine Entities will seek to maximize the value of their holdings
in the company.  Accordingly, the disposition of the Tontine
Entities' holdings will be effected over time and in an orderly
fashion. The timing, manner and aggregate amount of any such
dispositions will be dependent on many factors, including, without
limitation, market conditions, available prices, and the Tontine
Entities' ability to conduct sales in compliance with federal and
state securities laws.

A disposition of the Tontine Entities' interests in the company
may result in a relinquishment by the Tontine Entities of certain
rights to nominate directors and appoint an observer to the Board.

"Although the forgoing represents the range of activities
presently contemplated by the [Tontine Entities] with respect to
the company, it should be noted that the possible activities of
the [Tontine Entities] are subject to change at any time.
Accordingly, the [Tontine Entities] reserve the right to change
their plans or intentions and to take any and all actions that
they may deem to be in their best interests," Mr. Gendell,
managing member of the Tontine Entities, said.

Headquartered in Colorado Springs, Colorado, Westmoreland Coal
company (AMEX: WLB) -- http://www.westmoreland.com/-- is an
independent coal company in the United States.  The company mines
coal, which is used to produce electric power, and the company
owns power-generating plants.  The company's coal operations
include coal mining in the Powder River Basin in Montana and
lignite mining operations in Montana, North Dakota and Texas.  Its
current power operations include ownership and operation of the
two-unit Roanoke Valley coal-fired power plant in North Carolina.


XERIUM TECHNOLOGIES: To Cease Operations at Aussie, Vietman Units
-----------------------------------------------------------------
Xerium Technologies, Inc., announced on December 3, 2008, the
launch of its newly created Paper Machine Clothing Global Supply
Strategy.  Consistent with the company's strategy to continually
identify and implement changes to reduce its cost structure while
improving its customer responsiveness, the company has decided to
concentrate its new product and manufacturing process investments
in its existing global production network.  This strategy will
focus production in the company's most efficient plants located
closest to its global customers while improving product quality
and reducing customer order lead times.  As part of executing this
strategy in the Asia/Pacific Region, the company intends to cease
production at its Huyck Wangner clothing facility in Geelong,
Australia, by the end of the first quarter 2009.  The company also
plans to discontinue construction of its new Vietnam clothing
facility.  Xerium plans to retain a sales and distribution
operation in Australia to service customers throughout Southeast
Asia, Australia, and New Zealand. The company also plans to retain
the Vietnam facility while it evaluates its long term potential.

"Our new global supply strategy is the result of evaluating
alternative paths for the company to improve its cost structure
while simultaneously improving its customer order response times,"
said Stephen Light, Chairman, President, and Chief Executive
Officer.  "As part of this initiative, we are developing the
capability to produce nearly all of our current and future
products at our highly efficient existing plants nearest to our
customers.  Consequently we will direct future capital investment
in equipment and product technology to our existing 'Centers of
Excellence,' realign production capacity and technical
capabilities among existing facilities to minimize production
costs, and minimize time to market of both existing and new
products. These changes are essential in this dynamic market,
where our customers are facing unprecedented challenges.  Our plan
is to continue to introduce highly competitive leading technology
products that address our customers' need to improve their
productivity and lower their costs, while we simultaneously
continue to pay down our debt.  The changes we are announcing
today are consistent with the company's strategies of debt
reduction, product innovation and the reliance on the talents and
dedication of our people."

The actions in the Asia/Pacific Region will impact approximately
15 salaried and 150 hourly employees at the Huyck Wangner, Geelong
Australia facility, and approximately 50 salaried and hourly
personnel in Ho Chi Minh City, Vietnam.  Combined reductions in
Asia Pacific manufacturing represent approximately 6% percent of
the company's workforce.

The company expects to record restructuring expenses of
approximately $8 million to $10 million in the fourth quarter of
2008, of which $5 million to $6 million is principally for
severance to be paid through the first half of 2009 and an
impairment loss of $3 million to $4 million.  The company expects
to incur $1 million to $3 million of other restructuring costs
throughout 2009 related to these announcements.  In addition, the
company is evaluating the future use of equipment located in
Australia, and may transfer the equipment to other facilities when
economically justified and, if transferred, would record expense
to dismantle and move such equipment.

                   About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

                         *     *     *

As disclosed in the Troubled company Reporter on October 1, 2008,
Standard & Poor's Ratings Services raised its ratings on Xerium
Technologies Inc., including raising the long-term corporate
credit rating to 'B-' from 'CCC+'.  The outlook is stable.

"The upgrade is based on the increased likelihood that Xerium will
satisfy its covenants in the fourth quarter and maintain adequate
liquidity in the near term," said Standard & Poor's credit analyst
Sarah Wyeth.

The ratings on Youngsville, North Carolina-based Xerium reflect
the company's highly leveraged balance sheet, its limited
liquidity, its modest size as a supplier to niche markets, and its
dependence on the papermaking industry, all of which limit the
company's organic growth potential.  Partly mitigating these
weaknesses are the company's good operating margins, its
geographic diversity, and the strong competitive position of its
niche product.

However, Standard & Poor's notes that Xerium's end markets
continue to be challenging and competitive.  If EBITDA declines
more than 5% from its current level and the company does not
reduce debt in excess of mandatory payments, the leverage covenant
could become tight in 2010 and S&P could revise the outlook to
negative or lower the rating.


XERIUM TECHNOLOGIES: Reports $21.5 Million Q3 2008 Net Income
-------------------------------------------------------------
Xerium Technologies, Inc., disclosed in a regulatory filing with
the Securities and Exchange Commission that net sales for the 2008
quarter were $159.3 million, a 3.7% increase from net sales for
the 2007 quarter of $153.6 million.  Excluding the currency
effects, third quarter 2008 net sales increased 0.3% from the
third quarter of 2007, with a decline of 2.4% and an increase of
6.0% in the clothing and roll covers segments, respectively.
Meanwhile, gross margins were $52.8 million or 33.1% of net sales
for the 2008 quarter, compared to $63.3 million or 41.2% of net
sales for the 2007 quarter.  The decline is mostly due to an $8.7
million -- $8.1 million and $600,000 in clothing and roll covers
respectively -- increase in provisions for slow moving and
obsolete inventory, in light of the company's assessment of the
impact of the current global economic slowdown on its customers
and the industry.  Additionally, the decline was due to
approximately a 1.2% market price reduction and approximately a 2%
reduction due to currency effect on pricing related to sales
prices indexed in U.S. Dollars by certain non-U.S. operations.
Excluding the effect of the increased provisions for slow moving
and obsolete inventory recorded in the third quarter, the gross
margin for the 2008 quarter was 38.2%.

The company noted that the recorded restructuring and impairment
expenses of $3.6 million in the third quarter 2008 was an increase
of $2.8 million from the 2007 quarter related to the company's
long-term strategy to streamline its operating structure and to
improve long-term competitiveness by closing or transferring
production from certain of its manufacturing facilities and
through headcount reductions.

Moreover, the company said income from operations increased 57.3%
to $37.9 million for the 2008 quarter from $24.1 million for the
2007 quarter.  The increase primarily stems from the company's
previously announced changes to certain of its U.S. pension plans
and postretirement benefit plans, resulting in one-time pre-tax
curtailment/settlement gains of $40.0 million, partially offset by
the provision for slow moving and obsolete inventory of $8.7
million, provisions for bad debts of $7.9 million and a provision
for environmental remediation in Australia of $4.1 million.
Excluding the effect of the U.S. pension and post-retirement
benefit plan curtailment/settlement gains, the increased
provisions for slow moving and obsolete inventory, the increased
provisions for bad debts, and the provision for environmental
remediation, income from operations for the third quarter 2008
would have been $18.1 million.

Xerium said net income for the quarter ended September 30, 2008,
increased to $21.5 million from $7.1 million for the same period
last year.  The company said the increase in net income is largely
the result of pre-tax curtailment/settlement gains partially
offset by the increased provisions.  Excluding the effect of those
items, net income for the third quarter 2008 would have been a
loss of $1.4 million, according to the company.

Xerium's balance sheets as of September 30, 2008, shows $832.1
million in total assets and $821.4 million in total liabilities.
Cash on hand at September 30, 2008 was $18.4 million, compared to
cash on hand at June 30, 2008 of $25.4 million. Cash on hand at
September 30, 2007 was $32.5 million.

For the period ended March 31, 2008, Xerium was in default of its
leverage ratio covenant then in effect.  Xerium's independent
registered public accounting firm included an explanatory
paragraph in its report on the company's 2007 consolidated
financial statements relating to uncertainty as to the company's
ability to continue as a going concern, which also constituted a
default under the company's credit facility.

On April 8, 2008, the company entered into an amendment and waiver
agreement with its lenders relating to its senior credit facility
pursuant to which the lenders agreed to waive through May 31,
2008, any past and then existing defaults.  On May 30,  to the
expiration of the waiver, the company entered into an amendment
and restatement of the credit agreement governing its credit
facility.  After giving effect to Amendment No. 5, the company
believes that it was in compliance with all financial covenants of
its credit facility.  Based upon such compliance and other
factors, the company believes that the going concern contingency
no longer exists.  On August 4, 2008, the company's independent
registered public accounting firm updated its report relating to
the company's financial statements as of December 31, 2007 and
2006 and for each of the three years in the period ended December
31, 2007, to remove the going concern doubt language.

              http://ResearchArchives.com/t/s?35c8

On November 11, 2008, Xerium conducted a conference call regarding
its financial results for the quarter ended September 30, 2008.  A
transcript of the conference call is available at no charge at:

              http://ResearchArchives.com/t/s?35c9

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

                         *     *     *

As disclosed in the Troubled company Reporter on October 1, 2008,
Standard & Poor's Ratings Services raised its ratings on Xerium
Technologies Inc., including raising the long-term corporate
credit rating to 'B-' from 'CCC+'.  The outlook is stable.

"The upgrade is based on the increased likelihood that Xerium will
satisfy its covenants in the fourth quarter and maintain adequate
liquidity in the near term," said Standard & Poor's credit analyst
Sarah Wyeth.

The ratings on Youngsville, North Carolina-based Xerium reflect
the company's highly leveraged balance sheet, its limited
liquidity, its modest size as a supplier to niche markets, and its
dependence on the papermaking industry, all of which limit the
company's organic growth potential.  Partly mitigating these
weaknesses are the company's good operating margins, its
geographic diversity, and the strong competitive position of its
niche product.

However, Standard & Poor's notes that Xerium's end markets
continue to be challenging and competitive.  If EBITDA declines
more than 5% from its current level and the company does not
reduce debt in excess of mandatory payments, the leverage covenant
could become tight in 2010 and S&P could revise the outlook to
negative or lower the rating.


XERIUM TECHNOLOGIES: Registers 5 Million Shares with SEC
--------------------------------------------------------
Xerium Technologies filed with the Securities and Exchange
Commission a Form S-8 Registration Statement to register an
additional 5,000,000 shares of the company's common stock, par
value $0.01 per share, issuable under its 2005 Equity Incentive
Plan.  The proposed maximum offering price per share is $3.15 and
the maximum aggregate offering price for the shares is $15.7
million.

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

              http://ResearchArchives.com/t/s?35c7

On November 4, 2008, the company's board of directors approved the
company's Performance Award Program, and in connection with the
Program, the specific performance metrics, the participants in the
Program and their target awards.

The Program sets forth the terms of the corporate and division
awards to be made for the 2008 performance year under the Xerium
Technologies, Inc 2005 Incentive Plan.  There are five types of
awards under the Program for 2008: corporate awards, North America
division awards, South America division awards, Europe division
awards and Asia division awards.  Two measures of performance are
relevant in determining the total amount paid out under each of
the awards: a cash metric and an Adjusted EBITDA metric -- as
applied at the corporate or division level, as appropriate.  The
measures of performance were established consistent with the
company's strategies of debt reduction, new product development,
and emphasis on contributions of employees.

With corporate and division awards, each of the cash measure and
the adjusted EBITDA measure is assigned a relative weight.  A
specific target award is set for each participant in the Program
equal to a percentage of his or her current base cash
compensation.  Thus, the amount of the payout to a participant who
receives a corporate award is a function of the company's
performance as against the 2008 corporate cash and adjusted EBITDA
targets and the size of the participant's target award.

Similarly, the amount of the payout to a participant who receives
a division award is a function of that division's performance as
against the 2008 division cash and adjusted EBITDA targets and the
size of the participant's target award.  To be eligible to receive
a payout under an award, a participant must be actively employed
on the last day of the fiscal year.  Awards will be paid one half
in company common stock and one half in cash or company common
stock at the participant's election. Awards for the 2008
performance year are not intended to qualify for the performance-
based compensation exception under Section 162(m) of the Internal
Revenue Code for 2008.

On November 4, Donald P. Aiken, John S. Thompson and John Saunders
submitted their resignations from the company's Board, effective
November 30, 2008.  Xerium has said these directors were expected
to retire from the Board in connection with a transition of the
Board's composition once suitable candidates were identified to
replace them.

Also on November 4, the Board elected these individuals to fill
the vacancies created by the departure of Messrs. Aiken, Thompson
and Saunders, effective December 1, 2008: Jay Gurandiano, David
Maffucci and John G. Raos.

On November 4, 2008, Donald P. Aiken, John S. Thompson and John
Saunders submitted their resignations from the company's Board of
Directors, effective November 30, 2008.  Xerium has said these
directors were expected to retire from the Board in connection
with a transition of the Board's composition once suitable
candidates were identified to replace them.

Also on November 4, 2008, the Board elected these individuals to
fill the vacancies created by the departure of Messrs. Aiken,
Thompson and Saunders, effective December 1, 2008: Jay Gurandiano,
David Maffucci and John G. Raos.

                    About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

                         *     *     *

As disclosed in the Troubled company Reporter on October 1, 2008,
Standard & Poor's Ratings Services raised its ratings on Xerium
Technologies Inc., including raising the long-term corporate
credit rating to 'B-' from 'CCC+'.  The outlook is stable.

"The upgrade is based on the increased likelihood that Xerium will
satisfy its covenants in the fourth quarter and maintain adequate
liquidity in the near term," said Standard & Poor's credit analyst
Sarah Wyeth.

The ratings on Youngsville, North Carolina-based Xerium reflect
the company's highly leveraged balance sheet, its limited
liquidity, its modest size as a supplier to niche markets, and its
dependence on the papermaking industry, all of which limit the
company's organic growth potential.  Partly mitigating these
weaknesses are the company's good operating margins, its
geographic diversity, and the strong competitive position of its
niche product.

However, Standard & Poor's notes that Xerium's end markets
continue to be challenging and competitive.  If EBITDA declines
more than 5% from its current level and the company does not
reduce debt in excess of mandatory payments, the leverage covenant
could become tight in 2010 and S&P could revise the outlook to
negative or lower the rating.


XERIUM TECHNOLOGIES: Head of Asia Unit Acquires 40,000 Shares
-------------------------------------------------------------
Thomas Carroll Johnson, president of Xerium Asia, disclosed in a
regulatory filing with the Securities and Exchange Commission that
he holds 40,000 shares of the company's common stock, as of
December 1, 2008, pursuant to a grant of restricted stock units.

On November 28, 2008, three Xerium directors -- John S. Thompson,
Donald P. Aiken and John B. Saunders -- acquired 8,848 company
shares each, pursuant to a grant of restricted stock units.   Mr.
Thompson has raised his stake in the company to 27,117 shares; Mr.
Aiken to to 66,674 shares; and Mr. Saunders also to 27,117 shares.

The number of shares of the company's common stock, $0.01 par
value, outstanding as of November 6, 2008 was 46,173,921.

                   About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

                         *     *     *

As disclosed in the Troubled company Reporter on October 1, 2008,
Standard & Poor's Ratings Services raised its ratings on Xerium
Technologies Inc., including raising the long-term corporate
credit rating to 'B-' from 'CCC+'.  The outlook is stable.

"The upgrade is based on the increased likelihood that Xerium will
satisfy its covenants in the fourth quarter and maintain adequate
liquidity in the near term," said Standard & Poor's credit analyst
Sarah Wyeth.

The ratings on Youngsville, North Carolina-based Xerium reflect
the company's highly leveraged balance sheet, its limited
liquidity, its modest size as a supplier to niche markets, and its
dependence on the papermaking industry, all of which limit the
company's organic growth potential.  Partly mitigating these
weaknesses are the company's good operating margins, its
geographic diversity, and the strong competitive position of its
niche product.

However, Standard & Poor's notes that Xerium's end markets
continue to be challenging and competitive.  If EBITDA declines
more than 5% from its current level and the company does not
reduce debt in excess of mandatory payments, the leverage covenant
could become tight in 2010 and S&P could revise the outlook to
negative or lower the rating.


* Andrews Kurth Selects Seven New Partners
------------------------------------------
Andrews Kurth LLP elected seven of its lawyers to the partnership
-- including Marcus W. Deitz, Tonya M. Gray, Jonathan I. Levine,
Kenneth L. Rothenberg, Lisa M. Shelton, Lori Lustberg Smith, and
M. Katherine Strahan -- to assume their new positions on Jan. 1,
2009.

"The addition of these new Partners will greatly strengthen our
firm," said Bob Jewell, Managing Partner. "We are pleased to
welcome them to the partnership."

Marcus W. Deitz (Houston)

Mr. Deitz practices public law, with a focus in public finance.
He has extensive experience serving as bond counsel, disclosure
counsel and underwriters' counsel in tax-exempt bond transactions
for school districts, junior college districts, cities, counties,
state agencies and special authorities.  His experience includes
assisting clients with general obligation bond issuances, lease
purchase transactions and revenue-backed financings.

In the past year alone, Mr. Deitz has acted as bond counsel,
underwriters' counsel and disclosure counsel on more than 65
financings totaling approximately $2 billion in aggregate
principal amount.  He also has experience representing
governmental entities in certain derivative transactions and
regularly assists governmental clients with a variety of municipal
law, school law and election law matters.

Mr. Deitz received his J.D. in 1998 from the University of Denver
Sturm College of Law and his B.B.A. in 1995 from the University of
Texas at Austin.

Tonya M. Gray (Dallas)

Ms. Gray's practice encompasses complex civil and commercial
litigation matters at both the trial and appellate levels and in
both federal and state court.  She has significant experience in
intellectual property litigation defending patent infringement
suits and trade secret misappropriation claims.  Her intellectual
property experience includes cases about battery technology, video
games, electronic gift cards, internet advertising, check imaging,
and online banking.  Her practice also includes contract
disputes, fiduciary claims, and general business and tort
litigation.

This year, Ms. Gray was recognized as a Texas Rising Star in Texas
Monthly magazine.  She received her J.D. in 1999 from Vanderbilt
University School of Law where she was Notes Development Editor
for the Vanderbilt Law Review.  She received her B.S., magna cum
laude, in 1996 from Southwest Missouri State University.

Jonathan I. Levine "Jon" (New York)

Mr. Levine's practice involves the representation of official and
ad hoc creditors and stockholders committees, significant
strategic and financial investors and debtors/issuers in complex
Chapter 11 reorganizations and out-of-court restructurings. Jon's
practice also includes extensive experience in corporate and
securities work, including: representing issuers and underwriters
in public offerings and private placements of equity and debt
securities; structuring and negotiating public and private
mergers and acquisitions; venture capital financings; joint
ventures/corporate partnering arrangements; and advising clients
in contractual, banking and finance matters.

In 2007, Mr. Levine was named an Outstanding Young Restructuring
Lawyer in Turnarounds and Workouts.  He received his J.D. in 2000
from the University of California at Los Angeles School of Law and
his B.A. in 1996, with Honors, from Stanford University.

Kenneth L. Rothenberg (New York)

Mr. Rothenberg specializes in advising investment banks, broker-
dealers and hedge funds on legal issues related to the purchase
and sale of domestic and international par and distressed assets,
including primary and secondary loans, private debt securities,
equity interests and bankruptcy trade claims.  He also advises
clients on corporate and securities matters.  His practice focuses
on advising investors in private equity and debt transactions,
including secured and unsecured debt transactions.

In addition, Mr. Rothenberg represents clients in derivative
transactions, with an emphasis on negotiating and structuring
master agreements, credit support annexes and credit default
protection.  He received his J.D. in 2000 from the University of
Denver Sturm College of Law where he was a member of the Order of
St. Ives and editor of the DenverUniversity Law Review.  He
received his B.A. in 1991 from the University of Pennsylvania.

Lisa Shelton (Austin)

Ms. Shelton's practice focuses on environmental, health and safety
counseling, compliance and liability.  She has extensive
experience analyzing environmental, health and safety issues
associated with corporate and securities matters as well as
transactions involving contaminated properties including
Brownfield redevelopment.  She has experience in a wide spectrum
of associated matters including negotiation of environmental
insurance policies, indemnity provisions and access agreements as
well as SEC disclosure issues for a wide range of industries.

Ms. Shelton has worked with industry associations and companies to
address air, waste, water, wetlands and toxics issues in
permitting, enforcement and regulatory forums.  Her work includes
the development of global compliance and environmental health and
safety management systems and performance of environmental health
and safety audits and investigations.  In addition, she has
assisted clients in the formulation of global strategies for
product stewardship and pollution prevention, including RoHS and
WEEE compliance.

Prior to joining Andrews Kurth, she was Senior Environmental
Counsel for a Fortune 100 company and handled environmental,
health and safety related compliance, risk and transactional
issues worldwide. Lisa received her J.D. in 1987 from Texas Tech
University School of Law and her B.A. in 1979 from the University
of Vermont.

Lori Lustberg Smith (Dallas)

Ms. Smith's practice focuses on commercial real estate
transactions, including the representation of clients in the
acquisition and disposition of office, multi-family, multi-use,
retail, and industrial properties, as well as all related
financing.  Her experience includes the representation
of hospitality clients in connection with bond-financed hotel and
convention center projects.  She also has experience in
negotiating leases for office buildings, options to buy,
retail space and industrial space, as well as easements, licenses,
and all other real property-related matters.

Ms. Smith regularly represents lenders in connection with
origination, securitization and mortgage loan purchases,
as well as workouts, forbearance, modifications, and exercise of
remedies, and frequently advises clients on issues relating
to the servicing of commercial mortgage-backed securitized loans
and compliance with related pooling and servicing agreements.  She
also regularly counsels clients in the drafting and negotiating of
complex multi-tiered project and investor-level limited
partnership agreements and assists with the exercise of rights and
remedies, including exit strategies, withdrawal negotiations and
removals.

Ms. Smith was recognized as a Texas Rising Star in Texas Monthly
magazine in 2005 and again in 2008.  She received her J.D. in
1998, cum laude, from Southern Methodist University Dedman School
of Law and her B.A. in 1994, cum laude, from Southern Methodist
University.

M. Katherine Strahan

Ms. Strahan practice consists of commercial litigation, with an
emphasis on employee welfare benefits and managed care litigation.
As part of her ERISA practice, she routinely represents insurers,
plan administrators, and employers in medical, disability, life
and AD&D benefits matters in federal district courts, as well as
federal courts of appeals.  Her ERISA practice includes written
and oral advocacy of the jurisdictional, discovery and standard of
review issues that typically arise in such cases, as well as
defending administrative benefits decisions on the merits.

As part of her managed care practice, Ms. Strahan regularly
represents managed care entities in cases involving contractual
disputes with health care providers, allegations of prompt pay
violations, and business torts.  She also has experience in
representing insurance companies and managed care entities in bad
faith litigation in state and federal courts.

In addition, Ms. Strahan has represented clients in toxic tort
litigation and commercial disputes.  She received her J.D. in
1999, cum laude, from the University of Houston School of Law
Center and her B.A. in 1991 from the University of Texas.

                        About Andrews Kurth

Based in New York City, Andrews Kurth LLP --
http://www.andrewskurth.com/-- represents a wide array of clients
in all areas of business law.  It has more than 400 lawyers and
offices in Austin, Beijing, Dallas, Houston, London, Los Angeles,
New York, The Woodlands and Washington, D.C.  For more than a
century, Andrews Kurth has built its practice on the belief that
"straight talk is good business".  Real answers, clear vision and
mutual respect define the firm's relationships with clients,
colleagues, communities and employees.


* Fitch Says IT Spending Decline Dominates Technology Concerns
--------------------------------------------------------------
The Rating Outlook for a majority of U.S. information technology
sectors is Negative for 2009 based on expectations that a
reduction in global IT spending will weaken operating and credit
profiles, according to Fitch Ratings.

Weak market demand drives Fitch's Outlook for 2009 as capital
investments decline and consumer spending will be pressured
significantly.  The financial services vertical, which is the
worldwide leader in terms of IT spending, is expected to
experience the most severe reduction in spending with the hardware
sector being most affected.  IT Services/Software is the only
segment that currently has a Stable Outlook.  Fitch expects the
semiconductor industry will experience a decline of high-single
digits with personal computer and mobile handset units flat to
down in the low-single digits for 2009.

As a result, the worldwide technology industry overall could
experience a decline of approximately 2-3% with many companies
achieving substantially worse revenue declines for 2009.
Geographically, Fitch expects the U.S. and Western Europe to
decline greater than average, offset by relative strength in
emerging markets.

                       2009 Credit Outlook

Concerns for the industry center on profitability challenges,
demand uncertainties, and potentially higher debt levels, all of
which could deteriorate credit protection measures.  Although
balance sheets remain solid and industry financial flexibility is
adequate, industry cash levels in excess of $250 billion will be
pressured in 2009 driven by top-line and resultant profitability
declines.  Total industry debt is also expected to increase in
2009, surpassing the record 2008 level of more than $220 billion.

In 2009 Fitch believes the maturing technology industry will
continue to experience solid acquisition activity from strategic
buyers, particularly for the software and IT Services sectors, and
potentially, though less likely, the EMS and distributor sectors.

                     Debt Levels Increasing

Fitch believes the backlog of debt issuance continues to increase,
indicating debt levels may rise in 2009 as companies examine
issuing debt mostly due to difficulties accessing offshore cash in
a tax-efficient manner.  Refinancings will also drive debt
issuance as the industry has approximately $25 billion of debt
maturing in 2009.  Longer term, Fitch believes a technology
company's cash balance components and location will become
increasingly important for liquidity and leverage analysis,
whereby a partial net debt analysis may have to be weighed for
companies issuing debt in the U.S. for tax efficiency reasons
while cash overseas grows.

While there are longer-term concerns for companies with
significant amounts of debt and those who are experiencing
operating challenges, Fitch does not expect a significant increase
in the number of defaults over the near term. All but two of these
companies, Advanced Micro Devices Inc. (AMD; rated 'B-' with a
Negative Outlook by Fitch) and Spansion Inc. (rated 'B-' with a
Negative Outlook), do not have material debt maturities until
after 2011, as companies generally accessed the capital markets
during the loose lending environment that preceded the current
credit crisis and extended debt maturities and revolver
expirations.

                     Liquidity Remains Strong

With a few notable exceptions, liquidity for the technology sector
is generally solid, and supported by strong cash balances and
pressured free cash flow, providing a cushion to address potential
liquidity issues.  Fitch estimates that more than $100 billion of
the industry's $250 billion in cash is located overseas.

In the near term, Fitch expects industry cash to remain at current
levels as the state of the credit markets requires a prudent
approach to utilization of excess liquidity.  Fitch continues to
consider the various geographic locations of a company's cash
position as well as the portfolio breakdown of the cash and
marketable securities for liquidity analysis.

                        Ratings Momentum

Since approximately half of technology issuers are on negative
outlook, Fitch believes negative rating actions for the U.S.
technology sector could occur throughout 2009, with a limited
number of higher-rated companies remaining unaffected by market
demand uncertainty.  Particular focus remains on the hardware and
IT distributors segments which are most likely to experience
weaker operating and credit profiles.  The credit outlook for IT
Services/Software is generally stable as Fitch continues to focus
primarily on the quality and sustainability of free cash flow.

                       2009 Market Outlook

The technology industry's revenue base is clearly correlated to
general economic conditions, although some sectors will suffer
more than others.  For example, hardware is most susceptible to a
downturn and exposure to the financial services sector while most
IT services, with the exception of the consulting and systems
integration business, and software companies receive a significant
amount of predictable recurring revenue and free cash flow from
long-term contracts or maintenance streams, resulting in a
stronger capability to withstand an economic downturn.  Sectors
such as EMS and IT distributors will clearly be affected by an
economic downturn from a profitability standpoint, but this
decline has historically been offset by working capital
improvements.

According to Fitch the worldwide IT spending environment will
decline 2%-3% in 2009, led by hardware and semiconductors with the
$1 trillion IT services and software sectors remaining fairly
stable. While there is limited visibility for worldwide demand,
Fitch believes declining macroeconomic trends (Fitch 2009 GDP
forecasts: -1.2% U.S., -0.6% Euro Area, 5.7% BRIC) could pressure
companies that lack product depth and geographic revenue
diversity.  While the small and medium business market has been a
source of growth and strong focus of the IT industry the last few
years, Fitch expects this market to contract in 2009 and possibly
result in additional receivables write-offs.

                          Sector Outlooks

                IT Services/Software (Stable Outlook)

Fitch's Stable Outlook for the IT Services/Software industry
reflects expectations for moderating, positive growth of 1%-3% in
2009 due to the recurring revenue stream and critical nature of
services typically provided by long-term contracts, and the
generally countercyclical nature of outsourcing.  The prospect for
decelerating IT services growth in 2009 relative to 2008 takes
into account the susceptibility of short-term IT services projects
viewed as discretionary in nature to be terminated or postponed in
the weak current economic environment, which could also lead to
greater pricing pressure in order to support staff utilization
rates and vendor profitability. Some margin deterioration could
also occur as customers seek to renegotiate maturing contracts at
reduced terms, Fitch expects free cash flow to remain strong.

Fitch believes the economic turmoil will curtail revenue from
short-term consulting, and development and integration projects in
2009, which in aggregate accounts for nearly 30% of the
approximate $800 billion IT services market, according to Gartner.
Furthermore, Fitch expects the total contract value of new
commercial outsourcing awards in 2009 to face continued pressure
from the financial services industry given the significant 38%
decline experienced in the first nine months of 2008, which was
more than offset by growth in manufacturing and telecom, according
to Technology Partners International.

                 Hardware (Negative Outlook)

Fitch's IT hardware Outlook is Negative for 2009 reflecting the
weak global economic environment that will negatively affect
commercial and consumer demand.  The transactional nature of IT
hardware makes it highly susceptible to commercial IT budget cuts
in times of economic duress.  Furthermore, ongoing challenges in
the financial services vertical, the worldwide leader in overall
IT and server spending, could pressure hardware demand in 2009
since it accounts for approximately 25% of total server revenue,
according to Gartner.  Therefore, issuers that are less
diversified with respect to products, services, industries and/or
geographies could be subject to negative rating actions in 2009.

Fitch expects the printer (excluding supplies), PC and server
markets to be most adversely affected by the economic turmoil as
enterprises lengthen PC and printer refresh cycles and reallocate
resources to improve the utilization and efficiency of their
existing IT infrastructure, including virtualization, systems
management and automation, and data de-duplication software, in
lieu of purchasing new equipment.  Therefore, Fitch projects
worldwide PC unit growth of 0% to -3% in 2009.  Gross margins are
likely to weaken in 2009, especially if vendors resort to
aggressive pricing to stimulate demand in an effort to eradicate
excess inventory or gain market share at the expense of
profitability.  Furthermore, shifts in product mix could also
undermine issuer profitability, including the potential
cannibalization of notebooks from low-cost notebooks and declining
sales of high-end servers to the financial services industry.

                Semiconductors (Negative Outlook)

Fitch's 2009 Outlook for the semiconductor industry is Negative
due to a meaningfully weaker macroeconomic environment which Fitch
believes will result in lower revenues for all semiconductor
makers, driven particularly by the aforementioned pressures in PC
and mobile handset units, which represent nearly 60% of global
semiconductor consumption.  While the overall market will be
lower, Fitch expects developing economies will experience lower
albeit still positive unit growth.  Analog companies, typically
less susceptible to industry cyclicality, will be negatively
impacted by reduced global automotive production schedules and
ongoing significant weakness expected for industrial products.

Overall, Fitch expects global semiconductor industry revenues,
including memory makers, to decrease in the high single digits in
2009 from modestly negative revenue growth in 2008.  Excluding
memory makers, Fitch believes semiconductor industry revenues will
decrease in the mid single digits, given that memory makers are
more exposed to consumer electronics.  Fitch expects the more
volatile semiconductor equipment industry will experience revenue
declines in the high teens and beyond.  While this will mark the
industry's first revenue decline since 2001, Fitch does not expect
revenue declines to be on the same magnitude as those of 2001
(~30%).  However, Fitch notes the semiconductor industry remains
volatile and believes there is more down- than up-side risk to
current expectations. From a business and operating profile
standpoint, semiconductor companies continue to be subject to the
highest technology risk within the technology industry.

               IT Distributors (Negative Outlook)

Fitch's 2009 Outlook for the IT Distributors is Negative, based on
expectations that a reduction in global IT spending will weaken
operating profiles, and could potentially lead to weakened credit
profiles, particularly if combined with the realization of event
or execution risk.  Fitch believes there is a potential for high
single to low double digit sales declines, driven by falling
demand, compounded by reduced access to credit, higher write-offs,
and likely rising failures in the SMB space.  These declines,
combined with competitive as well as vendor pricing pressure, will
likely pressure operating profitability.  Negative rating actions
could occur should slowing sales result in significant operating
margin deterioration, as lower margins will reduce financial
flexibility and provide limited room for execution missteps.

Despite lower profitability, Fitch expects substantial cash
generation in 2009 as lower sales drive reductions in working
capital needs.  Nonetheless, flexibility for share buybacks and
acquisitions will be reduced under current ratings, given lower
profitability, as well as the expectation of future working
capital requirements upon resumption of growth. If cash generated
from working capital reductions is used for acquisitions or share
buybacks, then ratings pressure will occur.  Fitch expects
industry debt balances to remain fairly stable in 2009, as lower
working capital requirements reduce funding needs.  While balance
sheets are stronger than in previous downturns, lower
profitability will pressure EBITDA-based credit metrics and
provide limited flexibility for additional debt.

An increase in debt for acquisitions or share buybacks will place
further downward pressure on ratings.  Fitch believes that the
distributors will retain adequate access to liquidity in 2009, as
maturing facilities are expected to be renewed successfully, with
higher pricing as well as some potential size reductions.

      Electronics Manufacturing Services (Negative Outlook)

Fitch's Negative Outlook on the EMS sector largely reflects
expectations for a weakening global economy to pressure operating
results, particularly due to revenue declines in IT hardware and
consumer electronics.  The sector's ability to sustain profit
margins near current levels and produce positive net returns on
capital will be challenged in the weakened economic environment.

Conversely, solid liquidity and minimal near term maturities for
the EMS companies in Fitch's coverage universe should provide
significant margin in managing through this downturn.  Fitch
expects macro-economic weakness to be partially tempered by the
secular trend of increased outsourcing of manufacturing by
original equipment manufacturers, particularly in non-traditional
end-markets.

Fitch expects EMS companies to conserve cash and liquidity
(augmented by reduced working capital requirements in a declining
revenue environment) while minimizing leverage through the
downturn.  The incurrence of significant incremental debt,
depletion of existing cash, or use of excess cash and free cash
flow generated from reduced working capital requirements to
finance acquisitions or shareholder friendly actions could have
negative ratings implications as these events are factored in to
current ratings.

Flextronics International (rated 'BB+' with a Stable Outlook) and
Jabil Circuit, Inc., (rated 'BB+' with a Stable Outlook) have
significant exposure to the IT hardware and consumer electronics
segments (approximately 85% and 71% of total revenue,
respectively) but remain the best positioned in the industry with
solid liquidity. Celestica Inc. (rated 'B+' with a Stable Outlook)
with less than 10% of total revenue sourced from non-traditional
end-markets, retains a net cash position of nearly $500 million.
Sanmina-SCI Corp. (rated 'B+' with a Negative Outlook) generates
approximately 25% of its revenue from non-traditional markets and
has $870 million of cash with the nearest maturity in 2010.
However, Sanmina-SCI has been losing market share in its remaining
EMS business, which has resulted in declining revenue for most of
the past two years, a trend which Fitch believes could be
exacerbated by the economic downturn in 2009.

             Transaction Processors (Stable Outlook)

Fitch's Outlook on the transaction processing industry is Stable,
although expectations for the non-cyclical nature of most
processors under coverage could be challenged by the decline in
consumer spending and tightening consumer credit in 2009.
Additionally, on-going restructuring in the financial services
industry could pose longer-term risks to rated companies beyond
what is considered in the current ratings.

First Data Corp (rated 'B+' with a Negative Outlook), is most
exposed to the current decline in consumer spending although Fitch
believes the secular trend toward a higher mix of electronic
payment transactions should support revenue and cash flow
assumptions given current expectations for the economic downturn.
Fitch believes revenue trends at Western Union (rated 'A-' with a
Stable Outlook) and MoneyGram International (rated 'B+' with a
Negative Outlook) have a high correlation to GDP but the
significant global diversification and high variable cost of these
businesses should largely mitigate cash flow expectations from the
economic downturn.

Given the fragmented market share across much of the payment
processing sector, Fitch expects the potential for acquisition
activity to represent the most significant event risk in 2009 with
minimal expectations for changes to rated companies' share
repurchase programs which have typically been financed with excess
free cash flow.
An in-depth special report 'Segmenting Technology Risk: IT
Spending Decline Dominates 2009 Concerns,' will be published in
early January 2009.

A list of Fitch-rated issuers and their current Issuer Default
Ratings (IDRs) in the U.S. technology sector shows:

IT Services/Software:

  -- Accenture Ltd. ('A+'; Outlook Stable);
  -- Affiliated Computer Services, Inc. ('BB'; Outlook Stable);
  -- CA Inc. ('BB+'; Outlook Positive);
  -- Computer Sciences Corp. ('BBB+'; Outlook Stable);
  -- Convergys Corp. ('BBB-'; Rating Watch Negative);
  -- International Business Machines Corp. ('A+'; Outlook Stable);
  -- Microsoft Corp. ('AA+'; Outlook Stable);
  -- Oracle Corp. ('A'; Outlook Stable);
  -- SunGard Data Systems Inc. ('B+'; Outlook Negative);
  -- Unisys Corp. ('BB-'; Rating Watch Negative).

Hardware:

  -- Dell Inc. ('A'; Outlook Stable);
  -- Hewlett-Packard Company ('A+'; Outlook Stable);
  -- Eastman Kodak Company ('B'; Outlook Stable);
  -- Seagate Technology HDD Holdings ('BBB-'; Outlook Negative);
  -- Sun Microsystems, Inc. ('BBB-'; Outlook Negative);
  -- Xerox Corporation ('BBB'; Outlook Stable).

Semiconductors:

  -- Advanced Micro Devices, Inc. ('B-'; Outlook Negative);
  -- Freescale Semiconductor, Inc. ('B'; Outlook Negative);
  -- International Rectifier Corp. ('BB'; Rating Watch Negative);
  -- KLA-Tencor Corp. ('BBB'; Outlook Stable);
  -- Spansion Inc. ('B-'; Outlook Negative);
  -- Texas Instruments Incorporated ('A+'; Outlook Stable).

IT Distributors:

  -- Anixter Inc. ('BB+'; Outlook Negative);
  -- Anixter International Inc. ('BB+'; Outlook Negative);
  -- Arrow Electronics, Inc. ('BBB-'; Outlook Negative);
  -- Avnet, Inc. ('BBB-'; Outlook Negative);
  -- Ingram Micro Inc. ('BBB-'; Outlook Negative);
  -- TechData Corporation ('BB+'; Outlook Stable).

Electronics Manufacturing Services (EMS):

  -- Celestica Inc. ('B+'; Outlook Stable);
  -- Flextronics International Ltd. ('BB+'; Outlook Stable);
  -- Jabil Circuit, Inc. ('BB+'; Outlook Stable);
  -- Sanmina-SCI Corp. ('B+'; Outlook Negative).

Electronics/Communications Equipment:

  -- Agilent Technologies Inc. ('BBB'; Outlook Stable);
  -- Corning Incorporated ('BBB+'; Outlook Stable);
  -- Motorola, Inc. ('BBB'; Outlook Negative);
  -- Nokia Corporation ('A+'; Outlook Stable);
  -- Telefonaktiebolaget LM Ericsson ('BBB+'; Outlook Stable);
  -- Tyco Electronics Ltd. ('BBB'; Outlook Stable).

Transaction Processors/Other:

  -- Broadridge Financial Solutions ('BBB'; Outlook Stable);

  -- eBay, Inc. ('A'; Outlook Stable);

  -- Fidelity National Information Services ('BB+'; Outlook
     Stable);

  -- First Data Corp. ('B+'; Outlook Negative);

  -- H&R Block Inc. ('BBB'; Outlook Stable);

  -- Block Financial Corp. ('BBB'; Outlook Stable);

  -- Moneygram International Inc. ('B+'; Outlook Negative);

  -- Moneygram Payment Systems Worldwide, Inc. ('B+'; Outlook
      Negative);

  -- The Western Union Company ('A-'; Outlook Stable).


* Fitch: U.S. Media & Entertainment Sector Outlook Negative 2009
----------------------------------------------------------------
On a macro basis, Fitch Ratings believes the world economy faces a
severe global recession in 2009.  Fitch forecasts that the
contraction in output among the major advanced economies in
aggregate will represent the steepest decline since the Second
World War at about -1%.  Fitch expects real GDP in the U.S. to
decline approximately 1.2%, while inflation is forecast to be
2.7%.

Against this backdrop, the Fitch media team is more cautious
regarding the advertising environment than most major advertising
forecasts, none of which currently predict advertising to be
nearly as weak as 2001, the worst ad recession (on both a nominal
and real basis) since 1970.  According to Universal McCann and the
Bureau of Labor Statistics, nominal advertising did not decline
during the mid-1970s nor the early 1980s recessions (due to high
inflation), declined a cumulative 2% in the early 1990s and
approximately 7% in 2001.  Real advertising declined cumulatively
in the high 8% range in 1974 and 1975, 4% in 1980, a cumulative 7%
in the early 1990s and 9% in 2001.

To put 2001's 7% nominal advertising decline in context, Fitch
recognizes that it followed a very strong advertising run with
increases in 1998 (up 10%), 1999 (up 8%) and 2000 (up 11%) due to
the flood of venture capital into dot-com start-ups - much of
which passed directly through to the ad market.  By contrast,
advertising growth the past few years has been more restrained
with 2005 (up 3%), 2006 (up 4%), 2007 (down 1%) and 2008
(forecasted between down 1% and up 2%), so there is a much lower
peak from which to fall.  Regardless, Fitch believes that economic
weakness could extend well into 2010 such that the cumulative
affect of this downturn could approach 2001 levels (down 6%-9% in
real terms).

Three key beliefs underlie Fitch's cautious view.

          Combined Effect of Local and National Weakness

First, the 2001 ad downturn was concentrated in national
advertising, while the 2008-2010 downturn will include both local
and national components.  In 2001, low interest rates and the
availability of credit fueled consumer home and auto purchases
(and advertising) that helped insulate major ad spending
categories and local economies from severe economic weakness.
Political and Olympic spending masked the local market weakness to
some extent in 2008, but Fitch expects the absence of these
revenue sources in 2009 will expose the depth of this weakness.
In Fitch's view, there are more catalysts for deterioration rather
than improvement for local advertising going into 2009.

Fitch expects this weakness in local markets will be compounded by
national advertising pressures due to the impact of the credit
market events that hit while many large national advertisers were
planning their 2009 ad spending budgets.  With advertising being
one of the most easily scalable fixed costs, some major
advertisers could plan to pull back on national campaigns
considerably until there is more visibility in the market.  Fitch
is also concerned that they could pull back even more in 2009 than
in the 2001 downturn because the credit crisis has raised the
stakes and forced many companies to emphasize capital preservation
and liquidity, not just earnings growth.

        Broad Weakness across Major Advertising Categories

Fitch expects pressure across a wider spectrum of advertising
categories in 2009 than in the past downturn.  Fitch expects that
five of the top 10 advertising categories or over 40% of the ad
mix (according to Advertising Age) will be under meaningful
pressure next year: No.1 Retail (12% of total), No.2 Automotive
(12%), No.5 Financial Services (6%), No.6 General Services (6%)
and No.9 Airlines, Hotels and Car Rentals (4%).  In particular,
the automotive category (which can represent over 20% of a
broadcast affiliate's revenue) will present meaningful challenges.
Fitch maintains that the auto industry is enduring structural
changes that will permanently reduce local and national auto
advertising and that the supply of available advertising units
will need to contract as a result.

            Drastic Increase in Advertising Inventory

Finally, advertising inventory has proliferated (from online and
emerging mediums as well as traditional ones) since previous
downturns.  Owners of inventory (predominantly media companies)
are likely to compete more heavily on price in this downturn to
fill the vast supply of ad space available.  Advertisers have many
more options in the current environment than at any other time for
maintaining a presence with consumers while trimming their budgets
and scaling back high Cost Per Thousand advertising campaigns.
Even healthy advertisers are likely to use this increased
bargaining power to command better price terms and concessions
from media companies.

               Key Credit Themes and Trends in 2009

                  Advertising vs. Non-Advertising

While advertising-based media is expected to be more negatively
impacted, Fitch anticipates this downturn will also affect non-
advertising based mediums as well.  In particular, business-
focused, non-advertising-based mediums (commercial printing,
financial information, tradeshows) are more likely to be affected
than consumer mediums.  Excluding theme parks, consumer
entertainment expenditures (movies, music, video games, books,
etc.) could be modestly softer, but they typically exhibit hit-
driven volatility that is generally uncorrelated with economic
weakness.  While theme parks were more resilient in 2008 than was
expected going into the year, Fitch anticipates performance could
deteriorate in 2009, especially for destination parks that
represent a larger proportion of consumers' entertainment budgets.

    Investment Grade: Despite Downturn, Conglomerates' Credit
    Profiles Still Largely at Discretion of Management Teams

Investment-grade media conglomerates benefit from geographic and
product diversification which moderate the volatility of
consolidated cash flow and afford them the flexibility to adapt as
end-markets evolve.  Because of the favorable cash flow dynamics
of their businesses and strong liquidity these companies should
have the flexibility to address the secular challenges facing
their businesses, make smaller, financially prudent acquisitions,
and endure a cyclical downturn in several units concurrently while
keeping their credit profiles intact.  Also, some of the media
properties owned by conglomerates could benefit from a flight to
quality among advertisers who could focus on proven outlets rather
than experimental ones during the downturn.

However, while positioned to endure the downturn, this environment
will heighten execution risk for all media companies.  CBS, for
example, faces several risks going into 2009: over 70% of its
revenue base is exposed to the advertising downturn, its radio and
TV businesses face continued secular pressures, over $2 billion in
debt will need to be repaid or refinanced in 2010 and 2011, and
there is heightened uncertainty regarding financial strategies its
controlling shareholder may employ to address his various
investments and obligations.  As stated previously by Fitch, there
are mitigants that can offset these risks, but emergence of new
material risks that are outside of management's control, or the
failure to act on elements over which management has significant
control could pressure ratings.  More broadly, long-term financial
policies and commitments to bondholder protection are tested
during economic downturns, and failure to execute in ways Fitch
would expect of an investment grade media company could have
negative implications for ratings and outlooks across the sector.

           High Yield: Refinancing and Liquidity Focus

In contrast, non-investment-grade media companies generally have
capital structures and liquidity profiles that leave them with
very little margin of safety to withstand a severe economic
downturn.  Fitch will maintain its focus on refinancing risk,
liquidity and potential covenant violations.  Fitch will also
continue to reflect the contraction in distressed EBITDA multiples
in determining the enterprise value in recovery analysis.  Also,
given the depressed debt prices and limited refinancing options,
distressed debt exchange activity is likely to intensify.  These
transactions will be evaluated on a case by case basis, but in
instances where a DDE is determined to have occurred, the Fitch
rating will reflect the technical default.  Given the high volume
of debt that flowed into the high yield media space in the past
several years, Fitch expects the media sector is likely to exceed
the overall corporate default rate over the next few years.

                           Event Risk

Event risk has been heightened in media company ratings for
several years, although the most concerning sources of this risk
category have varied depending on the environment.  Historically,
event risk focused around low stock prices, corporate governance
issues associated with controlling shareholders, and overall
shareholder-friendly leveraging events.  Given the tight credit
markets, event risk in 2009 is expected to be less about
incremental debt and more about deployment of capital decisions:
continued share repurchases, dividends, potential increases in
pension contributions, and acquisition risk as multiples are at
historical lows.  Given maturity schedules and Fitch's
expectations for internally generated free cash flow, the majority
of investment grade companies are not expected to have issues with
future debt maturities.  However, as this lead-time shrinks, Fitch
believes it would be prudent for companies to build-up cash and
lessen any reliance they may have on external funding resources
until the operating and financing environments turn around.  Fitch
is concerned that media company management teams that are more
optimistic about an easing of pressure in the second half of 2009
and a full rebound in 2010 may not take deep enough action on the
cost or capital expenditures side to offset significant margin and
free cash flow erosion and deterioration in credit metrics.

Additional event risk in 2009 could come in the form of
potentially enhanced regulatory scrutiny as the composition of the
FCC changes and the potential for a Screen Actors Guild strike
grows.  As Fitch reported previously, a potential protracted SAG
strike could be more detrimental to credit profiles of media
companies in 2009 than it would be under normal circumstances,
however, several mitigants exist for most companies to offset a
short term strike.

         Sub-sector Outlooks (listed in order of concern)
                      Advertising Supported
                   Newspapers (Negative Outlook)

Much of the business risk for the media sector is likely to
continue to be concentrated within the newspaper sub-sector.
Fitch expects newspaper industry revenue growth will be negative
for the foreseeable future as both ad pricing and linage will be
under pressure within each of the four main components of
newspaper companies' revenue streams: circulation and local,
classified and national advertising.  Newsprint costs could rise,
and it could be difficult to offset revenue declines with cost
cuts.  Fitch believes more newspapers and newspaper groups will
default, be shut down and be liquidated in 2009 and several cities
could go without a daily print newspaper by 2010.

                  Yellowpages (Negative Outlook)

Incumbent publishers will likely continue to see erosion in the
advertiser base and may have difficulty offsetting volume declines
with price increases, particularly in local markets that are
experiencing significant housing weakness.  Even with the shakeout
of independent players that Fitch expects, few markets will be
able to support more than two directories and most markets will
eventually only be able to support one book.  Another year of
accelerated declines in yellowpages advertising could
significantly pressure the intermediate-term solvency of the two
pure-play incumbent directories companies.  With revenue down mid-
to-high single digits and continued pressure on stock prices, the
event risk environment is likely to remain heightened (covenant
breaches, consolidation, etc.).

               Terrestrial Radio (Negative Outlook)

Compared to newspapers, radio margins are as much as 2 times (x)
higher, they have no unionized workforces, and convert a higher
percentage of EBITDA to free cash flow giving them more cushion to
endure the secular challenges.

Listenership is likely to continue to fall, available inventory
should remain relatively stable, and pricing could be up on some
advertisers but not enough to compensate for declines in unit
sales.  Internet streaming provides additional day parts to sell
but should not make a material difference in the financial profile
of the broadcasters.  The continued roll-out of factory-installed
high definition radio into automobiles could provide upside to
listenership but the benefits could be offset by the increased
inventory, which could pressure pricing unless the technology is
able to attract a national advertiser base.

                   Magazines (Negative Outlook)

Consumer and business-to-business magazines are hyper-cyclical
mediums, declining around or more than 10% in the last downturn.
Year-to-date 2008 performance reveals weakness across many
categories and titles.  Fitch expects the larger players to
rationalize available print advertising inventory through
consolidation and closing down titles. Several categories that
used to have multiple titles will likely have advertising bases
that can support only one major title.  With limited catalysts for
growth in the core print product, magazine publishers have become
more proactive online.  However, until further evidence of
successful execution and monetization is available, Fitch remains
skeptical about the ability of magazines to make the digital
transition profitably.

           Broadcasting Affiliates (Negative Outlook)

The absence of political spending and further pressure in the auto
category should pressure ad volume and pricing in 2009.  Revenues
could be down in the mid-teens and EBITDA could be down more than
2x as much as any decline in revenue.  Fitch believes the lower-
rated stations (typically CW and My Network-affiliated stations)
that are unable to sufficiently aggregate the local market
audiences will bear a disproportionate share of the pressure but
that even No.1 and No.2 ranked stations are not immune.

Retransmission fees and continued efforts by affiliates to steal
share from newspapers and radio in their local markets should
provide some opportunity to offset revenue pressure; however, any
successful efforts by the networks to claim reverse compensation
would be a material hit to the broadcasters, especially those with
the highest leverage.  As networks continue to embrace video-on-
demand opportunities on their own in 2009, Fitch expects increased
usage of time-shifting technologies to continue to put incremental
pressure on promotions and lead-ins to the late night news and
potentially on syndicated content.

               Broadcast Networks (Negative Outlook)

2009 is likely to be a weak year for the networks. Viewership is
expected to continue to slowly erode and, in addition, the absence
of political and Olympic ad spending that tightened available
inventory in 2008 could hurt pricing.  While there is limited
evidence to this point, Fitch believes TV networks could also face
cancellations or deferrals of ad dollars committed in upfront
negotiations.  Fitch recognizes that scatter volume could
partially offset these pressures, as prime-time TV advertising
scatter inventory was scarce in 2008 because networks were forced
to offer make-goods for viewership declines that resulted from the
higher prevalence of re-runs during the Writers Guild of America
strike.  While weaker scatter pricing more appropriately reflects
the supply/demand fundamentals, even if scatter prices are down,
absolute network dollars could be supported by the fact the
networks will be collecting revenue for ad inventory that was
given away in 2008.

                    Outdoor (Stable Outlook)

Audience and available inventory should be relatively flat, while
occupancy rates should decrease and pricing will be under some
pressure.  Regulation has kept traditional static billboard
inventory in check, while Fitch believes the potential negative
effects of increased inventory from digital roll-outs should be
tempered by increasing appeal to national advertisers, as well as
decreases in price per unit.  Cost structures should also benefit
from digital billboards, as displays can be centrally managed
without physical deployment of work crews.  Relatively flat
audiences on static inventory, combined with low CPMs and better
networked national sales pitches, position outdoor advertising
companies to endure the downturn and rebound with the economy.

                 Cable Networks (Stable Outlook)

Cable industry ad inventory has grown significantly over the past
several years, causing a deceleration of the decades-long increase
in ad dollars.  Cable continues to be a targeted medium, at a
lower price relative to broadcast and with significant reach.
Fitch expects it to continue to gain share from broadcast.  While
advertising could be flat or even down slightly in 2009, carriage
fees should support positive revenue growth in excess of nominal
GDP.  Fitch expects the cable networks to continue to embrace VOD
and digital strategies, which could provide some modest upside to
revenue growth.

                     Online (Stable Outlook)

In 2009, growth will likely decelerate and could be up only single
digits. Online could be negatively affected by advertisers scaling
back experimental expenditures in favor of more proven,
performance-based mediums.  For these reasons, search is likely to
be more healthy than display.  Remnant advertising is likely to be
hit by a shakeout in the ad network space that could rationalize
the flood of players that entered the market in recent years.
While CPM growth is likely to moderate and could be under
pressure, online video and social networking are likely to support
growth.  Also, regulatory issues associated with privacy could be
a factor as firms attempt to implement more behavioral targeting.
Over the longer term, online advertising is expected to rebound
from economic weakness and continue to capture share from
traditional outlets.

                    Non-Advertising Supported

                  Theme Parks (Negative Outlook)

Operations can be negatively affected by several factors inherent
in the theme parks business that are generally out of management's
direct control; namely, weather and energy prices.  Fitch expects
that disruption in the housing and labor markets could negatively
affect discretionary consumer spending and theme park attendance.
In addition, high-profile safety problems can and have disrupted
operations at important parks during peak summer operating
periods.  Fitch notes that theme parks exhibit very high operating
leverage, meaning that EBITDA declines can exceed 2x any
percentage decline in revenue.

              Commercial Printing (Negative Outlook)

Industry growth is likely to be negative in 2009.  Due to
overcapacity, fragmentation, customer and supplier consolidation,
and technology advancements, Fitch expects pricing to remain
pressured.  Larger, better capitalized operators should be able to
at least organically keep pace with nominal GDP by capturing share
from smaller printers and also through acquisition of smaller,
relatively inexpensive (after synergies) targets that could
experience distress and come on the market in a downturn.  Fitch
remain cognizant that event risk is heightened among the slowest-
growth media sub-sectors such as commercial printing.

                      Music (Stable Outlook)

Fitch's stable outlook reflects companies' ability to manage the
risks within their current ratings.  Fitch expects the music
industry to continue to undergo significant changes over the
intermediate term.  Declines in shelf space will pressure physical
volumes (and vice versa), while pricing should be relatively
resilient and increases in digital sales should compensate for
some of the declines.  Companies should be able to continue to
scale their cost structures to help preserve against severe margin
contraction.  Fitch will continue to monitor execution of 360-
degree deals and traction with mobile offerings.

                Movie Exhibitors (Stable Outlook)

Industry attendance has been solid, albeit not as healthy as Fitch
would have expected given the strong film slates over the past
several years.  Ticket price increases have supplemented revenue
growth; however, Fitch remains cautious regarding movie
exhibitors' capacity to maintain this pricing power in future
years, when film product may be less robust.  Fitch believes
revenues and profitability of movie theatres could be increasingly
challenged by factors that are largely out of managements'
control.  Also, Fitch will continue to monitor volatile food
prices (e.g. corn) that could lead to concession cost inflation
and pressured EBITDA margins.  Fitch notes the industry, through
its Digital Cinema Implementation Partners, LLC and National
CineMedia stakes, is making strides to take advantage of digital
opportunities.  As the majority of next year's releases are
believed to be in the can, Fitch would expect limited impact from
a SAG strike in 2009.

                Ad Agencies (Stable Outlook)

Pricing should remain stable but organic growth could be pressured
by a decline in national advertising activity.  However, Global
Advertising Holding Companies are well positioned to endure a
decline in U.S. advertising.  GHCs generally derive only around
50% from advertising and around 50% of their revenues from non-
U.S. markets.  GHCs also typically have fee-based contracts that
are less volatile than the commission-based revenue arrangements
that were in place during past downturns.  GHCs also enjoy
relatively flexible cost structures (predominantly labor based)
that can be scaled back if necessary to preserve margins as
revenue comes under pressure.

                  Movie Studios (Stable Outlook)

Co-financing from private equity on new deals has diminished
recently; however, Fitch does not expect a material impact on the
studio's blockbuster releases, as these were typically excluded
from co-financing deals.  Fitch expects the art-house genre to
bear a disproportionate share of scalebacks in movie production.
The studios are expected to focus more on titles, characters and
stories that can be leveraged into other licensing and ancillary
outlets.  As stated, the majority of next year's releases are
believed to already be in the can and therefore only limited
impact from a SAG strike in 2009 would be expected.

             Professional Publishing (Stable Outlook)

Several of the top information services companies, such as TRI,
MHP, D&B and Experian Group Ltd, generate meaningful demand from
the financial services industry, which purchases products related
to credit risk, economics and financial markets.  As margins at
these companies come under more pressure as a result of the credit
crunch, they may curtail spending.  Non-financial services related
professional publishing categories are expected to be relatively
resilient to cyclical fluctuations.

             Educational Publishing (Stable Outlook)

State and local budget constraints should continue to pressure
replacement textbook and other forms of educational spending.
However, even with slower economic growth, demand from the healthy
phase of the adoption schedule should be solid.  Pricing is
expected to remain stable, as the industry is highly concentrated
and there are meaningful barriers to entry.  In general, industry
fundamentals should continue to improve, and credit profiles of
industry participants should remain intact.

A list of Fitch-rated issuers and their current Issuer Default
Ratings:

Diversified Media:

  -- CBS Corporation ('BBB' Outlook Stable);
  -- Cox Enterprises ('BBB' Outlook Stable);
  -- Liberty Media ('BB' Rating Watch Negative);
  -- McGraw Hill Companies ('A+' Outlook Stable);
  -- News Corporation ('BBB' Outlook Stable);
  -- The Walt Disney Company ('A' Outlook Stable);
  -- Thomson Reuters ('A-' Outlook Stable);
  -- Time Warner Inc.('BBB' Outlook Stable);
  -- Viacom ('BBB' Outlook Stable).

Publishing, Printing, Radio, TV Broadcasting:

  -- Belo ('BB' Outlook Negative);
  -- Hearst Argyle Television ('BBB-' Rating Watch Evolving);
  -- McClatchy ('B-' Outlook Negative);
  -- R.H. Donnelley Corp ('B' Outlook Negative);
  -- R.R. Donnelley & Sons Co. ('BBB' Outlook Stable);
  -- Tribune ('CCC' Outlook Negative);
  -- Univision Communications('B' Outlook Stable).

Entertainment - Movie Exhibitors, Theme Parks, Music:

  -- AMC Entertainment ('B' Outlook Stable);
  -- Regal Entertainment ('B+' Outlook Stable);
  -- Six Flags ('CCC' Rating Watch Negative);
  -- Warner Music Group ('BB-' Outlook Stable).

Business Products and Services, Ad Agencies:

  -- Dun and Bradstreet ('A-' Outlook Stable);
  -- Interpublic Group of Companies ('BB+' Outlook Positive);
  -- Omnicom ('A-' Outlook Stable).


* Fitch Says U.S. Telecom and Cable Credit Profiles to Weaken
-------------------------------------------------------------
Fitch Ratings believes that growing event risk associated with
economic, competitive and regulatory pressures will weaken the
credit profile of most operators within the U.S.
telecommunications and cable sector in 2009.  Growing
unemployment, continuing home foreclosures, the acceleration of
cord-cutting, evolution of wireless smart-phone-based data
services, and a changing regulatory environment with a new Federal
Communications Commission make-up and key regulatory programs up
for reform represent some of the challenges to the industry in
2009.  These challenges will result in a changing landscape and
difficult operating environment for many companies.

Fitch believes that revenue and EBITDA growth for U.S.
telecommunications and cable operators will slow in 2009, but that
overall aggregate capital spending will likely be flat compared to
2008.  As a result, free cash flow will weaken in 2009 for the
industry and overall leverage will increase.  Fitch expects that
the industry weakening will move some companies to the lower end
of their current ratings and, if more severe than expected, could
lead to negative rating actions during 2009.

                        Economic Pressure

Economic pressure has been material for the industry in 2008,
particularly related to housing.  The increase in foreclosures
along with the weak new-home growth has taken away an important
offset to competition for legacy wireline voice and video service
providers.  Without this offset, incumbent local exchange carriers
have experienced increased access-line losses.  Similarly, cable
multiple system operators have also experienced increased basic
video subscriber losses.  Additionally, the weak new-home growth
and high data penetration is resulting in slowing high-speed data
growth.  This home trend is expected to continue in 2009 and Fitch
believes it will in part result in even greater erosion for
switched access lines and basic video subscribers for ILECs and
cable MSOs, respectively.

Another negative economic trend that will put pressure on the
industry is unemployment, which will likely have a negative impact
on business service revenue for all operators.  As unemployment
rises, companies reduce or groom their business service
requirements.  While some services are contractual, this typically
only applies to government entities and large business contracts
are generally for only three years with a portion renewing every
year.  Therefore, growing unemployment will lead to lower demand
for business services; this is particularly true as unemployment
has increased significantly in the financial services sector which
is a heavy user of telecommunications services.

Fitch also expects that unemployment and economic pressure will
affect small business, which has been a source of relatively
strong growth for the industry over the past couple years.  Thus,
Fitch expects that ILECs could see flat to negative growth of
aggregate business service revenue in 2009.  Likewise, small
office and home office commercial service revenue has been a new
source of growth for the larger cable MSOs and this should
materially slow in 2009 reflecting increasing economic pressure.

Finally, higher unemployment rates will also likely have an impact
on wireless operators as it relates to net additions and bad debt.
Fitch estimates that net additions will fall in excess of 20% in
2008 compared to 2007.  Rising unemployment will likely accelerate
this trend in 2009 and result in net additions reaching a level
that is nearly half the rate of 2007.  The decline in total net
additions is particularly severe in prepaid net additions, with
those customers expected to be more sensitive to economic stress.
Additionally, there is material risk that bad debt will rise in
2009 as lower credit quality post-paid customers are affected by
economic pressures and are unable to pay their invoices.  While
this measure has shown no material change to date, Fitch expects
it to increase in 2009, which could pose a significant problem for
those wireless operators with material subprime customer bases.
Fitch also expects that a rise in churn rates in 2009 is likely as
involuntary churn is increased by customers sensitive to the
economic pressures present.

                       Competitive Pressure

Competition remains a strong influence on the U.S.
telecommunications and cable industry, particularly as service
overlap by ILECs, wireless operators, and cable MSOs has become
more widespread.  Both ILECs and cable MSOs have used bundled
service offerings to compete for retail customers.  Aggressive
marketing and retention campaigns will likely be a focus in 2009
for operators as they compete for market share of a fixed
connection pie that will experience flat growth or even a slight
contraction in 2009.  Another trend that could accelerate as
retail consumers balance economic pressure is the cord-cutting of
wireline voice services and substitution with wireless.

Fitch believes that wireless-only households reached approximately
20% in 2008 and that this will continue to grow in 2009,
potentially at a higher rate as some retail consumers look to
reduce duplicate services in an effort to save money.  Fitch also
believes that wireless substitution represents the greatest threat
to ILEC switched access lines in 2009 and will exceed line losses
to cable MSOs.  As a result, switched access line erosion, which
Fitch estimates at 9% in 2008, will grow to 10%-11% for the
industry in 2009.  Likewise, the success of ILEC network-based
video offerings, which reached approximately 2.4 million customers
at third-quarter 2008 (3Q'08), a nine-month increase of 1.2
million, will continue and, along with economic pressure and
satellite competition will lead to an increase in basic subscriber
losses for cable MSOs to 1%-1.5% of the total subscriber base in
2009.  Wireless competition remains strong among the four national
and various regional operators, particularly among data service
revenue.  While voice average revenue per user is falling, data is
rising rapidly.

This trend is expected to accelerate with the industry's push
toward greater 'smart phone' penetration in 2009.  However, this
competition and aggressive 'smart phone' marketing is leading to
high acquisition costs through greater subsidies, and results in
near-term margin erosion.  It should be noted that 'smart phone'
users have a much higher average ARPU compared to traditional
wireless customers and this will likely lead to stronger long-term
revenue growth, at the cost of some near-term financial pressure.

                       Regulatory Pressure

With the Democratic party winning the presidential election, the
majority in the FCC will shift to the Democrats.  The
commissioners in the FCC could change significantly, since
Republican Commissioner Deborah Tate's term will expire at year-
end 2008 and Republican Chairman Kevin Martin may leave or be
replaced by President-elect Obama.  Many expect that the new FCC
will be tougher on industry operators and more protective of
consumers.  The most likely outcome of this type of position would
be far more difficult merger reviews along with new reviews of
positions on Net Neutrality, the spectrum cap, wireless automatic
roaming and home market exemption along with long-coming reform on
Universal Service Funding and intercarrier compensation.  While it
is not likely that all these issues would be resolved in 2009, the
new direction could have an impact on industry consolidation.

                  Merger & Acquisition Activity

The increase in regulatory uncertainty, a more difficult operating
environment, and a tighter credit market could lead to further
industry consolidation within the mid-tier level of companies.
Clearly the industry has seen a recent increase in activity with
Verizon Wireless acquiring Alltel Corp., CenturyTel Inc. acquiring
Embarq Corp., and AT&T acquiring Centennial Communications Corp.
However, the new Democratic FCC majority may give some pause to
future acquisitions by the large industry participants.  One known
important divestiture activity in 2009 is Verizon Wireless'
requirement to divest 105 markets for approval of its Alltel Corp.
acquisition.  Verizon estimated that this represents approximately
2.3 million customers as of 3Q'08. Fitch estimates that this would
represent a value of $4 million-$4.5 billion.  With the number of
recently completed or announced acquisitions some operators within
the industry will, or already, face a significant amount of
integration expense in 2009, which along with economic,
competitive and regulatory pressures already expected to be
present will create a management challenge.  This presents an
element of risk in their credit profiles that may already be
stressed from a leverage and free cash flow perspective for the
individual rating category.

                        Financial Outlook

Looking at the large subsectors within the U.S. telecommunications
and cable industry, Fitch expects that revenue and EBITDA for
wireline services will experience a low-single-digit negative
growth rate in 2009.  In contrast, Fitch expects that wireless and
cable service revenue and EBITDA will grow in the 5%-7% range in
2009.  Capital spending is expected to be flat in 2009 compared to
2008, with spending concentrated in wireless, ILEC network based
video and cable customer premise equipment.  Free cash flow will
likely be reduced in 2009 representing lower EBITDA and flat
capital spending and relatively higher debt amounts.  Likewise,
leverage will likely be moderately higher in 2009 versus 2008
reflecting industry acquisition activity along with lower EBITDA.

                        Recovery Multiples

As a result of a tighter credit market, it appears that EBITDA
multiples have fallen in recent transactions, with the Verizon
Wireless acquisition of Alltel Corp. at 8.6 times, CenturyTel Inc.
acquisition of Embarq Corp. at 4x and the AT&T acquisition of
Centennial Communications Corp. at approximately 7x.  A relative
comparable for the Alltel Corp. acquisition is the year earlier
acquisition of that company by TPG Capital and GS Capital Partners
for approximately 10.2x.

These data points suggest that multiples have fallen between 15%-
30% in the current credit environment.  Nevertheless, these
multiples are still within the methodology utilized by Fitch for
the U.S. telecommunications and cable sector, which discounts
median transaction values by 35% to establish three recovery
multiples, 9x, 6.5x, 4.5x, that are applied based on the strength
of business position, operating environment, and financial
flexibility of the entity in question.

Nevertheless, a continuation of the current tight credit cycle
along with a more difficult operating environment could erode
multiples to the point that recovery values and ratings, which
apply to speculative grade issuers, could be adjusted downward in
2009.  Fitch will continue to monitor this situation closely and
make changes as appropriate.

                           Liquidity

Financial flexibility and liquidity for the U.S.
telecommunications and cable sector is stable with companies
covered by Fitch generating last 12 months free cash flow as of
3Q'08 of approximately $17.6 billion and maintaining a balance
sheet cash level of approximately $18.7 billion.  This internal
liquidity compares to a 2009 maturity schedule of approximately
$17.4 billion.  Revolving credit capacity for the industry remains
strong with an average availability of 77% or approximately $33
billion.  Additionally, only two companies have revolvers expiring
in 2009, Verizon Communications and Telephone & Data Systems.

However, Fitch views revolving credit capacity as a weaker source
of liquidity due to a lower level of confidence that it will be
accessible during times of severe stress.  Nevertheless, there are
companies within the sector that have weaker liquidity, such as
Charter Communications, Inc., which has substantial negative
annual free cash flow along with limited liquidity that Fitch
estimates will fund the company through 2009.  Level 3
Communications, Inc. also has limited liquidity and is just
reaching free cash flow neutral, but faces significant maturities
in 2010.

It should be noted that the company has entered a period where it
will repurchase $1.14 billion of debt maturing in 2009 and 2010 at
discounts to the face value.  If successful, this repurchase will
provide the company with significant financial flexibility and
address its near-term liquidity concerns.

This is a list of Fitch-rated issuers and their current Issuer
Default Ratings:

  -- ALLTEL Corp. ('B', Rating Watch Positive)

  -- American Tower Corp. ('BB+', Stable Outlook)

  -- AT&T Inc. ('A', Stable Outlook)

  -- Cablevision Systems Corp. ('B+', Stable Outlook)

  -- Centennial Communications Corp. ('B', Rating Watch Positive)

  -- CenturyTel, Inc. ('BBB-', Stable Outlook)

  -- Charter Communications, Inc. ('CCC', Stable Outlook)

  -- Cincinnati Bell, Inc. ('B+', Stable Outlook)

  -- Comcast Corp. ('BBB+', Stable Outlook)

  -- DIRECTV Holdings, LLC ('BB', Stable Outlook)

  -- DISH Network Corp. ('BB-', Stable Outlook)

  -- Embarq Corp. ('BBB-', Stable Outlook)

  -- Fairpoint Communications, Inc. ('BB-', Stable Outlook)

  -- Frontier Communications ('BB', Stable Outlook)

  -- Level 3 Communications, Inc. ('B-', Positive Outlook)

  -- Mediacom Communications Corp. ('B', Stable Outlook)

  -- Qwest Communications International, Inc. ('BB', Stable
     Outlook)

  -- Sprint Nextel Corp. ('BB+', Negative Outlook)

  -- Telephone & Data Systems, Inc. ('BBB+', Stable Outlook)

  -- Time Warner Cable, Inc. ('BBB', Stable Outlook)

  -- Verizon Communications ('A', Stable Outlook)

  -- Windstream Corp. ('BB+', Stable Outlook)


* Fitch Reports Negative Outlook for Semiconductors in 2009
-----------------------------------------------------------
Fitch Ratings' 2009 Rating Outlook for the semiconductor industry
is negative due to a meaningfully weaker macroeconomic
environment, resulting in lower revenues for all semiconductor
markets and, in particular, PCs and mobile handsets, which
represent nearly 60% of global semiconductor consumption.  While
the overall market will be lower, Fitch expects developing
economies will experience lower albeit still positive unit growth.
Analog companies, typically less susceptible to industry
cyclicality, will be negatively impacted by reduced global
automotive production schedules and significant weakness expected
for industrial products.

Overall, Fitch expects global semiconductor industry revenues,
including memory makers, to decrease in the high single digits in
2009 from modestly higher revenue growth in 2008.  Excluding
memory makers, which are more exposed to consumer electronics and
experiencing severe pricing pressures, Fitch believes
semiconductor industry revenues will decrease in the mid single
digits.  Fitch expects the more volatile semiconductor equipment
industry will experience revenue declines in the high teens to low
twenties.  While marking the industry's first revenue decline
since 2001, Fitch does not expect decreases to be of the same
magnitude as those of 2001 (~30%), although given the lack of
visibility, Fitch believes there is more down- than up-side risk
to current expectations.  From a business and operating profile
standpoint, Fitch believes semiconductor companies continue to be
subject to the highest technology risk within the technology
industry.

Several key trends impact Fitch's Outlook for the semiconductor
industry in 2009:

Consumer electronics, particularly PCs and cell phone units, which
have been the catalyst for semiconductor expansion over the past
several years, will drive the overall semiconductor market lower
in 2009.  Fitch expects PC units to be flat to slightly lower and
mobile phone units to decline in the mid single digits for the
upcoming year.  While the increasing mix of sales into developing
economies should continue pressuring overall ASPs, Fitch also
anticipates some ASP pressure to be mitigated by growth in higher
priced smart phones in developed economies.  Additionally, Fitch
continues to believe that, as the sales mix of consumer
electronics increases, quickly bringing new products to market has
become a competitive differentiator for original equipment
manufacturers, supporting Fitch's expectations for increased use
of outsourcing partners for research and development,
manufacturing, and packaging and test.

        More Aggressive Responses to Evidence of Slowdown

Fitch believes the semiconductor supply chain has become more
responsive to evidence of a slowdown, which should mitigate some
of the impact of a weaker demand environment.  Given the lack of
visibility, along with concerns regarding the potential severity
and duration of the current downturn, companies throughout the
supply chain have announced restructuring initiatives, mostly
headcount reductions but also shutting or transferring production
to lower cost regions.  Given the highly fixed cost nature of the
semiconductor industry, Fitch expects there will be a lag in the
impact of these actions and believes most programs, if
successfully executed, will achieve targeted cost savings on an
annual run rate basis by the end of 2009.

In addition, the semiconductor supply chain, including the
equipment makers and distributors, have taken steps to reduce
inventories, potentially resulting in cash generation from working
capital and augmenting free cash flow.  Investments into more
advanced information systems, greater use of foundries and, as a
result, less uneven in-house utilization rates, and increased
inventory discipline by components distributors have enabled the
supply chain to become more efficient in correcting pockets of
excess inventory.  While inventories remain at elevated levels,
recent inventory imbalances have been corrected in one-to-two
quarters, approximately half the historical time.

Outsourcing and restructuring improves free cash flow profiles:
Fitch believes outsourcing and business restructuring transactions
planned for 2009 will strengthen the long-term free cash flow
profiles of the companies involved, and potentially mitigate some
expected profitability pressures for 2009.  Both AMD and Spansion
plan significant outsourcing partnerships, which Fitch believes
will free capital to focus on design competencies and reduce cash
burn rates from the associated R&D and capital spend.  In
addition, Fitch believes TI's and Freescale's planned divestitures
of certain elements of their cellular handset chip businesses
underscores the commoditization of this market and the increasing
need for significant scale to support ongoing R&D investments.  As
a result of these transactions and cost reductions, Fitch expects
intermediate term profit and free cash flow margins will improve.

These trends support Fitch's expectations for the increased use of
foundries and partnerships, resulting in foundries expanding their
share of semiconductor production over the longer-term.  In
Fitch's opinion, onerous R&D and capital spending requirements
will prompt additional semiconductor makers to pursue hybrid or
'fab-lite' manufacturing strategies and partner with foundries in
the development of next generation process technology.
Importantly, Fitch continues to believe more use of foundries will
result in a healthier supply and demand balance for the overall
semiconductor industry, as foundries consolidate a significant
amount of capital spending on leading-edge technology (required
for cost effectively manufacturing high volume standardized
products).

Memory makers remain the most volatile segment of semiconductors:
Fitch believes memory makers, mainly large integrated electronics
companies who toggle between DRAM and NAND flash memory production
based upon a dynamic demand environment, will continue to
experience the greatest volatility.  Despite curtailing capital
spending in aggregate over the second half of 2008, the industry
continues to suffer from excess supply that Fitch believes will be
exacerbated by lower unit demand in 2009.  Capital spending in
2009 for memory makers is expected to be down sharply from 2008
levels, which should begin driving modestly improved pricing over
the near-term.  Nonetheless, because of significant competition in
this highly commoditized market and that the vast majority of
production is manufactured for use in consumer electronics
devices, gross margins will remain thin, driving ongoing
investments in leading-edge manufacturing capacity and ASP
reductions for consumer electronics.

                      Key Company Outlooks

                   Advanced Micro Devices Inc.

The Rating Outlook is Negative due to the company's currently weak
liquidity and free cash flow trends and limited financial
flexibility in conjunction with a challenging PC sales outlook.
AMD ended the third calendar quarter with approximately $1.3
billion of cash and used approximately $225 million of cash during
the quarter.  At current cash burn rates, Fitch believes AMD's
cash balances could fall below the $1 billion minimum cash
requirement associated with the company's Fab 36 Term Loan
Agreement over the next few quarters.  However, liquidity is
expected to be meaningfully augmented by a $1 billion cash
infusion in connection with AMD's proposed manufacturing JV,
currently awaiting regulatory approval and expected to close in
early 2009.  Additionally, the company currently is negotiating
with lenders to transfer approximately $1.2 billion of debt
associated with the Fab 36 Term Loan Agreement to the JV.
Assuming the transaction is consummated, Fitch believes the
ratings could be stabilized.  Longer term, the JV could have a
positive impact on AMD's ratings due to an improved operating and
financial profile, particularly if meaningfully lower capital
spending results in stronger free cash flow.

Fitch believes a challenging PC market outlook of flat to down
units for 2009 could cause a negative impact on AMD due to the
company's greater exposure to consumers and the SMB market via the
distribution channel.  Additionally, AMD's recent product launches
have stemmed rather than reversed additional market share to Intel
Corp.  Furthermore, Fitch expects Intel to continue using its
manufacturing process technology lead to maintain meaningful
pricing pressures on AMD.  Positively, AMD should benefit from
cost savings resulting from further aggressive restructuring
actions to lower the company's break-even point to $1.5 billion of
quarterly revenue.  Assuming the aforementioned outsourcing
transaction is consummated, AMD will gain additional savings from
transferring employees and reduced R&D investments, which will be
partially offset by higher wafer costs associated with a standard
foundry model.

                   Freescale Semiconductor Inc.

The Negative Rating Outlook reflects Fitch's expectation that the
weaker macroeconomic environment should negatively impact
Freescale across all business segments, including its historically
more stable microcontrollers and radio frequency, analog, and
sensors segments.  Sharper-than-anticipated production cuts for
Freescale's automotive customers, particularly the big three U.S.
automakers, should exacerbate top line and profitability
pressures.  Finally, Motorola's cancellation of its remaining
contractual purchase obligations from Freescale will result in a
precipitous decline in quarterly cellular segment sales to below
$100 million beginning in the fourth calendar quarter of 2008,
compared to more than $350 million in the year ago quarter.

However, Freescale's divestiture of the cellular business, which
constitutes a significant amount of the company's R&D spend,
should result in higher consolidated profit margins.  The ratings
also reflect Fitch's expectations that Freescale's credit
protection measures will weaken over the near term, driven by a
combination of lower profitability anticipated for 2009 and the
company's recent draw down on its RCF.

As a follow up on to its 2008 restructuring activities, Freescale
recently announced additional restructuring plans for 2009, which
are expected to reduce annual fixed costs by up to $400 million by
the end of next year.  Cash restructuring costs should be offset
by a $150 million of cash payment from Motorola, in exchange for
the aforementioned cancelled purchase agreement throughout 2009.
Although Fitch does not believe cost reductions will offset
revenue declines in 2009, potentially resulting in negative free
cash flow of more than $250 million, Freescale's liquidity
position is more than sufficient to absorb negative free cash flow
over the near-term.

                          Spansion Inc.

The Negative Rating Outlook is driven primarily by Spansion's weak
liquidity position and strained financial flexibility, which Fitch
believes is likely to worsen in 2009 and potentially require the
company to obtain external financing.  It remains to be seen as to
whether Spansion's aggressive capital and discretionary spending
cuts are sufficient to offset expectations for meaningfully lower
revenues and profitability over the near-term.  Spansion should be
negatively impacted by a weaker cellular handset growth, which is
underscored by the company's largest customer providing
unseasonably weak sales guidance for current quarter.  Spansion's
embedded flash memory businesses should suffer from weaker
spending on consumer electronics and declining automotive
production levels through 2009.  As a result, free cash flow
should be negative for fourth quarter-2008 and all of 2009.

While Spansion's leading-edge manufacturing capacity and deepening
relationships with foundry partners should enable the company to
achieve sustainable operating profitability through a normalized
pricing environment, Fitch remains concerned with the company's
inability to command premium pricing, despite consolidating
additional market share and increasing penetration of its higher
density products.  Positively, Spansion continues to reduce costs
and is in the process of outsourcing its test and assembly
operations, which should modestly reduce capital spending.  Fitch
believes Spansion's leading competitors, Samsung Electronics Co.
and, to a lesser extent, Numonyx, also benefit from greater
financial flexibility and, therefore, have been better able to
withstand the currently challenging operating environment.

               Texas Instruments Incorporated

The Rating Outlook is Stable and reflects TI's diversified end-
market, customer and product portfolios, hybrid manufacturing
strategy and leading market positions, particularly in
applications processors and analog and mixed-signal markets.  TI's
strong annual free cash flow should continue to exceed $1 billion,
augmenting the company's already strong financial flexibility.  TI
also has no debt in its capital structure.  The company's
operating profile may be strengthened by the planned divestiture
of the company's less profitable baseband business, which Fitch
believes will result in higher pro forma profit margins.  While
lower R&D spending also should boost profit margins, Fitch expects
TI to shift these resources to its higher-margin applications
processor and analog and mixed-signal businesses.

TI's operating performance should be pressured in 2009, driven by
the aforementioned lower cell phone units and weaker demand for
the company's analog and mixed-signal business, which represents
approximately 40% of the company's semiconductor sales.  TI's
outsourcing relationships, including the development of next-
generation process technologies with TSMC, should enable the
company to maintain below industry average capital expenditures
and R&D as a percentage of revenues and bolstering free cash flow.
However, Fitch believes meaningfully lower than anticipated
profitability or share repurchase activity in excess of annual
free cash flow (beyond excess cash) could result in negative
rating actions in 2009.

                         KLA-Tencor Corp

The Stable Outlook reflects KLA-Tencor's strong share within
semiconductor process control markets, consistently solid annual
free cash flow, which Fitch expects will be pressured but positive
in 2009, increasing recurring revenues associated with a
significant installed base, and solid liquidity and credit
protection measures.  Fitch expects the semiconductor equipment
market will decline nearly 20% in 2009, driven by a weak outlook
across all semiconductor maker end markets, although Fitch
believes KLAC's end markets are slightly less volatile than the
broader semiconductor equipment market due to the critical role
process technology evolution plays in semiconductor manufacturing.

Nonetheless, Fitch expects KLAC will experience significant gross
margin contraction over the near-term, possibly decreasing into
the mid-twenties range from the mid-to-high 50% in fiscal year
2008, which the company aims to counter with a recently announced
restructuring program.  Despite expectations for positive free
cash flow in 2009, Fitch believes KLAC has more than sufficient
liquidity to support even moderate cash burn for 2009, in a stress
case.  While the potential for more aggressive stock repurchases
and further acquisitions remain a longer-term concern, Fitch
believes the company will focus on preserving cash balances in
2009.

                             Europe

                      STMicroelectronics NV

The Rating Outlook is Stable, driven by STM's strong market
positions in a number of segments and solid liquidity position.
While Fitch anticipates operating performance will decline in line
with the broader semiconductor market in 2009, Fitch nonetheless
expects STM to continue to generate positive free cash flow,
supported by the company's strengthened operating profile
following its ongoing business restructuring activities and
increased scale in certain key markets.  Going forward, Fitch
believes STM will benefit from its increased partnering with
Ericsson via its ST-NXP Wireless JV, as well as the contribution
of its capital-intensive NOR flash memory business to a JV with
Intel, Numonyx.  As a result of the former, STM increases its
scale, which Fitch believes is increasingly critical in the
wireless market, and provides opportunities for a growing share of
higher margin royalty type revenues.

The significant portfolio restructuring accomplished in 2008,
should continue to drive down capital intensity (capex/sales),
build margins and further improve cash flow over the medium term.
Fitch recognizes that results will be impacted by industry
conditions through 2009 (including a meaningful slowdown in the
auto sector and a weakening wireless market).  The recent
strengthening of the USD should provide some margin support given
a relatively high euro denominated cost base, while the cash
payment from Ericsson following its participation in the wireless
JV will return STM to a net cash position earlier than previously
envisaged, providing rating support despite economic conditions.

                        ASML Holdings NV

The Rating Outlook is Positive, driven by ASML's dominant market
position in lithography equipment manufacturing, free cash flow
profile, flexible cost structure, and solid liquidity position.
While Fitch expects meaningfully lower sales for ASML over the
near-term, driven by customers' postponement of non-critical
lithography investments, lower foundry orders for high-end
lithography tools, and weaker capacity-related expansion spending
across the industry, the ratings incorporate Fitch's expectations
that ASML will post mid-teen operating margins in 2008 and
positive earnings and free cash flow through the business cycle.
Further assurances are provided by the company's commitment to a
gross cash balance of EUR1 billion-1.5 billion.

Fitch recognizes the inherent volatility in ASML's revenue
visibility, relatively small scale, lack of diversification and
somewhat high customer concentration.  Given recent declines in
orders and a current lack of visibility throughout the
semiconductor supply chain, Fitch will focus on ASML's order
intake over the next one-to-two quarters, as the order backlog at
that stage should provide some base line assurances for the
following six-to-nine months.  While demand for high-end immersion
tools will, in Fitch's view, provides an underlying level of
sales, the revenue environment is extremely uncertain at present.
While Fitch believes the company's cost structure and sound
liquidity, will help protect the rating through the downturn, the
severity or potential length of the down cycle, could prompt a
further review and potentially lead to a stabilization of the
Rating Outlook.
Asia

       Taiwan Semiconductor Manufacturing Company Limited

Fitch's Rating Outlook on TSMC is Stable, driven by the company's
broad product range, technology leadership, and integrated
services for IC design and manufacture resulting in a dominant
market position and deepening customer relationships. Fitch
believes the foundries' long-term growth prospects, TSMC's strong
financial flexibility, consistent free cash flow, and conservative
capital structure and financial policies mitigates Fitch's concern
regarding the company's reliance on outsourcing orders,
significant ongoing capital spending requirements and operating
volatility due to the semiconductor industry's cyclical nature.

Fitch believes negative semiconductor unit growth in 2009 will be
exacerbated by continued ASP pressures related to order reduction
and slow technology migration by customers.  Following declines in
2008, Fitch expects continued capital spending prudence in 2009,
supporting TSMC's capacity utilization and profitability.  For
2009, Fitch believes TSMC's share buyback plans to offset EPS
dilution will have negligible negative implications on TSMC's
credit metrics due to expectations for positive free cash flow and
the maintenance of a net cash position through 2009.

              United Microelectronics Corporation

Fitch's Stable Rating Outlook on UMC is supported by the company's
full range of production capabilities, solid relationships with a
diversified and growing client base, and strong market position as
the second-largest dedicated foundry in the world.  The increasing
outsourcing of wafer fabrication by semiconductor suppliers and
UMC's sound financial profile, characterized by solid liquidity,
conservative capital structure, and steady annual free cash flow,
mitigates Fitch's concern on its reliance on outsourcing orders,
capital intensity resulting from significant requirement in
capital spending and R&D, and operating volatility related to the
cyclical nature of the semiconductor industry.  While Fitch
believes declining semiconductor unit growth in 2009 will be
exacerbated by continued ASP pressures related to order reduction,
slow technology migration by customers, and UMC's narrowed
technology edge against competitors, Fitch expects the evolution
of the outsourcing manufacturing model will result in solid
longer-term growth.

Given a weaker near-term semiconductor outlook, Fitch expects UMC
to focus on maximizing capacity utilization and generating
positive free cash flow, driven in part by significantly reduced
capital spending for the year.  Fitch does not expect significant
shareholder-friendly actions during 2009, particularly in light of
the investment requirements related to the company's research and
development of advanced process technologies and continued
expansion of manufacturing capacity, including a second 300 mm
wafer fabrication plant.

                   Hynix Semiconductor Inc.

The Rating Outlook for Hynix is Stable, reflecting Fitch's
expectations that memory prices are likely to remain pressured but
begin improving from currently depressed levels within the near-
term, driven by capital spending reductions in the second half of
2008.  As a result, supply and demand imbalances should ease
somewhat for the industry, although weaker PC, cell phone, and
other consumer electronics demand in 2009 could mitigate industry
supply rationalizations.

Nevertheless, incorporated into the Stable Rating Outlook is
Fitch's expectation that the company will return to operating
profitability, resulting in the stabilization of credit protection
measures, which have weakened since the end of 2006.  Fitch notes
that credit protection measure remain solid for the current rating
category.  Fitch may downgrade Hynix further if the current weak
DRAM pricing environment is protracted and Hynix continues to
report negative EBIT margins on a quarterly basis, and/or its
adjusted net debt/EBITDAR leverage exceeds 3x.


* Frost Brown Todd and Locke Reynolds to Merge
----------------------------------------------
Midwest law firm Frost Brown Todd is merging with Indianapolis law
firm Locke Reynolds, effective January 5, 2009.

"With this union, we add an extraordinary and highly respected
group of attorneys to the Frost Brown Todd team," said Frost Brown
Todd Co- Managing Partner Ed Glasscock. "The expertise, experience
and client focus for which Locke Reynolds is known will quickly
add value for our existing clients and help us attract new clients
as well."

The firm resulting from the merger will have more than 450
attorneys operating in a five-state region, with offices in
Louisville, Florence and Lexington, Kentucky; Cincinnati, West
Chester and Columbus, Ohio; Nashville, Tennessee; Charleston, West
Virginia; and New Albany, Fort Wayne and Indianapolis, Indiana.
Locke Reynolds will assume the name Frost Brown Todd. The combined
firm is expected to have revenue exceeding $175 million in 2009,
its first full year of existence.

The merger strengthens Frost Brown Todd's growing operation by
adding a team of professionals respected in a number of practice
areas but especially well-regarded in litigation circles.  Locke
Reynolds' clients will gain access to Frost Brown Todd's resources
in areas such as general corporate, commercial transactions and
finance, traditional labor and employment, patent, trademark and
copyright, environmental, international, and real estate law.

"We sought this opportunity as a way to complement and expand our
services in order to better meet clients' needs in our
increasingly competitive marketplace," said Locke Reynolds
Managing Partner Nelson D. Alexander.  "Joining forces with Frost
Brown Todd will allow us to bring an even greater depth of legal
capabilities to our clients."

Frost Brown Todd Co-Managing Partner Richard Erickson said, "In
entering new markets, Frost Brown Todd has always taken the same
approach: Partner with an established, admired firm that values
good client relationships, and join with them to provide unmatched
service and counsel. Feedback from our clients suggests we have
been successful in this model, and it is certainly the one we're
pursuing in our merger with Locke Reynolds."

"Indianapolis is a vibrant city with a proud history and a
promising future," added Mr. Glasscock. "We're pleased to partner
with a group of attorneys who are so trusted and respected, and
delighted that they have agreed to continue to guide this firm in
Indiana. Because the culture and personality of the two firms are
so similar, it will make for a very smooth transition."

Mr. Alexander, who will serve as Member-in-Charge of FBT's
Indianapolis office, noted that the merger will add to Locke
Reynolds' proven ability to hire the area's best and brightest
professionals. "Indianapolis is an extremely competitive
recruiting market," he said. "One of the greatest benefits for
Locke Reynolds and its clients in this partnership is the ability
to continue to attract and retain the area's top legal talent."

Frost Brown Todd was recently named "Best in Class" in the BTI
Power Rankings: The BTI Client Relationship Scorecard for Law
Firms.  The scorecard states that "FBT stands out for winning
enthusiastic client recommendations -- a true sign of satisfied
clients."

Frost Brown Todd is identified with dozens of industries central
to both the global and Midwestern economies, including insurance,
healthcare, financial services, construction, manufacturing,
energy, transportation, and governmental services, among many
others.  FBT counts among its clients a wide range of
organizations -- large and small as well as public, private and
not-for-profit -- including many industry-leading companies in the
Midwest.

                      About Frost Brown Todd

Frost Brown Todd -- http://www.frostbrowntodd.com/-- is a full-
service law firm serving some of America's top corporations and
emerging companies.  Its attorneys in Ohio, Kentucky, Tennessee,
Indiana and West Virginia serve clients in business transactions
and litigation in industries including insurance, banking,
financial services, manufacturing, transportation, real estate,
construction, energy and healthcare.  The firm has been recognized
with numerous awards, and was recently named to the "BTI Client
Service A-Team," meaning clients from large and Fortune 1000
companies credited Frost Brown Todd with delivering superior
client service.

                       About Locke Reynolds

Locke Reynolds LLP -- http://www.locke.com/-- founded in 1917, is
one of the largest law firms in Indiana. The firm built its
reputation as one of the state's top legal practices by being
responsive to clients' needs, and by handling those needs in a
proactive, effective and cost-conscious manner. With offices in
Indianapolis and Fort Wayne, Locke Reynolds LLP provides legal
counsel to individuals and businesses throughout Indiana and the
United States.


* James H.M. Sprayregen Returns to Kirkland & Ellis
---------------------------------------------------
Kirkland & Ellis LLP said James H.M. Sprayregen will rejoin the
Firm as a partner in its Restructuring Practice Group, effective
December 12, 2008.  Mr. Sprayregen will work from the Firm's
Chicago and New York offices.

"Jamie was instrumental in laying the foundation for the premiere
restructuring practice we have today," said Thomas Yannucci, chair
of Kirkland's Worldwide Management Committee.  "We are pleased to
welcome our friend and colleague back to the Firm."

"I am thrilled that Jamie has decided to return to the practice,"
said Rick Cieri, a senior partner in Kirkland's Restructuring
Practice Group.  "His knowledge, experience and business acumen
will help us continue to provide the highest quality service to
our clients, while contributing to the growth and success of the
group."

Mr. Sprayregen has extensive experience representing major U.S.
and international companies in restructurings around the world. He
returns to the Firm after nearly three years with Goldman Sachs,
where he was co-head of Goldman Sach's Americas Restructuring
Group and helped lead Goldman Sach's practice advising clients in
restructuring and distressed situations.

Prior to joining Goldman Sachs, Mr. Sprayregen spent 16 years at
Kirkland, where he led some of the most complex Chapter 11
bankruptcy cases in recent history, including for United Airlines,
Conseco, NRG Energy and TWA Corp. among others.

"I am excited to return to the practice of law," said Mr.
Sprayregen.  "I look forward to working with the talented lawyers
at Kirkland and helping clients find solutions to their toughest
financial problems."

Mr. Sprayregen has been recognized as one of the top restructuring
lawyers in the world by publications including The American
Lawyer, Crain's Chicago Business, Turnarounds & Workouts and the
Chicago Tribune.  International legal publisher Chambers &
Partners noted "clients described him as 'probably the best
restructuring lawyer in the world.'"

Mr. Sprayregen, 48, earned a law degree from the University of
Illinois College of Law and a bachelor's degree from the
University of Michigan.

Kirkland & Ellis LLP -- http://www.kirkland.com/-- is a 1,500-
attorney law firm representing global clients in complex
restructuring, corporate and tax, litigation, dispute resolution
and arbitration, and intellectual property and technology matters.
The Firm has offices in Chicago, Hong Kong, London, Los Angeles,
Munich, New York, Palo Alto, San Francisco and Washington, D.C.


* Kirkpatrick and Lockhart, Bell Boyd in Combination Talks
----------------------------------------------------------
Global law firm K&L Gates LLP and Chicago-based Bell, Boyd & Lloyd
LLP are discussing a possible combination of firms, which, if
approved, would occur in the first quarter of 2009.  The
combination would create a firm of approximately 2,000 lawyers in
30 offices throughout the United States, Europe, and Asia.

"Bell, Boyd & Lloyd is one of America's premier mid-sized law
firms with leading practices in a number of areas, including
investment management and intellectual property, as well as a
robust, full-service approach to meeting the legal requirements of
a sophisticated clientele across a broad array of disciplines,"
said Peter J. Kalis, Chairman and Global Managing Partner of K&L
Gates. "At the same time, Chicago is a legal market of strategic
significance in the global marketplace."

"We believe that K&L Gates and Bell Boyd share an appreciation for
the communities in which we reside, a passion for the practice of
law, and an enthusiasm for the growing global market for legal
services," said Kalis and John T. McCarthy, Bell Boyd's Chairman.
"Together, we believe that we will be in an unsurpassed position
to deliver value to clients and to compete in the market for
talent."

Mr. McCarthy added: "We are excited about the prospect of joining
forces with K&L Gates, an organization which we believe shares our
values and has the breadth and depth of practice expertise
necessary for us to continue providing the highest quality legal
services to clients wherever they are located."

In addition to Chicago, Bell Boyd has offices in San Diego and
Washington, D.C.  The combined firm would maintain offices in
Anchorage, Austin, Beijing, Berlin, Boston, Charlotte, Chicago,
Dallas, Fort Worth, Harrisburg, Hong Kong, London, Los Angeles,
Miami, Newark, New York, Orange County, Palo Alto, Paris,
Pittsburgh, Portland, Raleigh, Research Triangle Park, San Diego,
San Francisco, Seattle, Shanghai, Spokane/Coeur d'Alene, Taipei,
and Washington, D.C.

K&L Gates is already one of the largest law firms in the United
States according to The National Law Journal , which recently
ranked the firm as the nation's tenth largest in its 2008 NLJ 250
listing. Bell Boyd was ranked 167th on the same list.

Discussions between the firms began this past summer and have
progressed continuously since that time.  If the talks proceed to
a successful conclusion, it is expected that formal proposals will
be presented to the respective partnerships in the first quarter
of 2009.  A further press announcement will be made upon the
resolution of the talks.

                         About Bell Boyd

Bell, Boyd & Lloyd LLP -- http://www.bellboyd.com/-- has helped
emerging and established businesses of all sizes grow and prosper
for 120 years.  With approximately 250 attorneys located in
offices in Chicago, San Diego, and Washington, D.C., the firm
provides a full range of business related legal services, with
nationally-recognized practices specializing in investment
management, mergers and acquisitions, securities, finance, patent
and trademark prosecution, intellectual property litigation,
commercial and securities litigation, and real estate.

                         About K&L Gates

Kirkpatrick and Lockhart Preston Gates Ellis LLP --
http://www.klgates.com/-- comprises approximately 1,700 lawyers
in 28 offices located in North America, Europe and Asia, and
represents capital markets participants, entrepreneurs, growth and
middle market companies, leading FORTUNE 100 and FTSE 100 global
corporations and public sector entities.


* S&P Says Default Rate Pushes Past 3% in November
--------------------------------------------------
The number of corporate defaults in 2008 continued to rise as
expected, with eight U.S. defaults in November, bringing the year-
to-date total to 74, said an article published by Standard &
Poor's.

After a relatively small number of defaults in October, the count
picked up in November, with six defaulters hailing from various
nonfinancial sectors, according to the article, titled "U.S.
Credit Metrics Monthly: Default Rate Breaches 3% In November."

The preliminary estimate for the U.S. 12-month-trailing
speculative-grade default rate in November is 3.16% (subject to
revision), slightly higher than the 2.9% in October and higher
than the 0.97% reported in December 2007.

"We expect the speculative-grade default rate to escalate to a
mean forecast of 7.6% by October 2009, but it could reach as high
as 9.6% if economic conditions are worse than expected," said
Diane Vazza, head of Standard & Poor's Global Fixed Income
Research Group.


* S&P Slashes Ratings on 157 Classes From 21 Subprime RMBS Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 157
classes from 21 U.S. subprime residential mortgage-backed
securities transactions issued in 2005, 2006, and 2007.  At the
same time, S&P removed 110 of the lowered ratings from CreditWatch
with negative implications.  In addition, S&P affirmed its ratings
on 98 classes from 20 of the downgraded transactions and removed
28 of the affirmed classes from CreditWatch negative.
Furthermore, the ratings on six additional classes from two
transactions will remain on CreditWatch with negative implications
(see list).

The downgraded classes represent an original par amount of
approximately $9.15 billion, which is less than 1% of the par
amount of U.S. RMBS backed by first-lien subprime mortgage loans
rated by Standard & Poor's in 2005, 2006, and 2007.  S&P has taken
previous rating actions on approximately $5.34 billion of the
total amount of affected securities.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.  As announced,
S&P's default curve for U.S. subprime RMBS is a key component of
S&P's loss projection analysis of U.S. RMBS Transactions.  With
the recent continued deterioration in U.S. RMBS performance,
however, S&P is adjusting its loss curve forecasting methodology
to more explicitly incorporate each transaction's current
delinquency (including 60- and 90-day delinquencies), default, and
loss trends.  Some transactions are experiencing foreclosures and
delinquencies at rates greater than S&P's initial projections.
S&P believes that adjusting its projected losses, which S&P
derived from its default curve analysis, is appropriate in cases
where the amount of current delinquencies indicates a different
timing or level of loss.  In addition, S&P recently revised its
loss severity assumption for transactions issued in 2006 and the
first half of 2007.  S&P based the revised assumption on its
belief that continued foreclosures, distressed sales, increased
carrying costs, and a further decline in home sales will continue
to depress prices and push loss severities higher than S&P
previously assumed.

The lowered ratings reflect S&P's assessment of credit support
under three constant prepayment rate scenarios.  The first
scenario utilizes the lower of the lifetime or 12-month CPR, while
the second utilizes a 6% CPR, which is very slow by historical
standards.  The third scenario uses a prepayment rate that is
equal to two times the lower of the lifetime or 12-month CPR.  S&P
incorporated a third CPR scenario into its cash flow analysis to
account for potential increases in prepayments, which may occur
from normal increases typically found in the seasoning of pools
combined with a chance that governmental proposals, if adopted,
may lead to increased CPRs.  S&P assumed a constant default rate
for each pool.  Because the analysis focused on each individual
class with varying maturities, prepayment scenarios may cause an
individual class or the transaction itself to prepay in full
before it incurs the entire loss projection.  Slower prepayment
assumptions lengthen the average life of the mortgage pool, which
increases the likelihood that total projected losses will be
realized.  The longer a class remains outstanding, however, the
more excess spread it generates.

To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  For
mortgage pools that are continuing to show increasing
delinquencies, S&P increased its cash flow stresses to account for
potential increases in monthly losses.  In order to maintain a
rating higher than 'B', a class had to absorb losses in excess of
the base-case assumptions S&P assumed in its analysis.  For
example, a class may have to withstand 115% of S&P's base-case
loss assumptions in order to maintain a 'BB' rating, while a
different class may have to withstand 125% of its base-case loss
assumptions to maintain a 'BBB' rating.  Each class that has an
affirmed 'AAA' rating can withstand approximately 150% of S&P's
base-case loss assumptions under its analysis, subject to
individual caps assumed on specific transactions.  S&P determined
the caps by limiting the amount of remaining defaults to 90% of
the current pool balances.

A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions.  The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.

To date, including the classes listed below and actions on both
publicly and confidentially rated classes, S&P has resolved the
CreditWatch placements of the ratings on 2,776 classes from 409
U.S. subprime RMBS transactions from the 2005, 2006 and 2007
vintages.  Currently, S&P's ratings on 508 classes from 107 U.S.
subprime RMBS transactions from the 2005, 2006, and 2007 vintages
are currently on CreditWatch negative.

Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

                       Rating Actions

  ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM2
                      Series      2007-WM2

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     A-1        00442KAA9     CCC            BB/Watch Neg
     A-2A       00442KAB7     A              AAA/Watch Neg
     A-2B       00442KAC5     B              A/Watch Neg
     A-2C       00442KAD3     CCC            BBB/Watch Neg
     A-2D       00442KAE1     CCC            BB/Watch Neg
     M-1        00442KAF8     CCC            B/Watch Neg
     M-2        00442KAG6     CCC            B-/Watch Neg
     M-3        00442KAH4     CC             CCC
     M-4        00442KAJ0     CC             CCC
     M-5        00442KAK7     CC             CCC
     M-6        00442KAL5     CC             CCC

        Aegis Asset Backed Securities Trust Mortgage
               Pass Through Certificates
                  Series      2005-4

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     M3         00764MGJ0     A              AA+
     M4         00764MGK7     BB             AA/Watch Neg
     M5         00764MGL5     B-             BB
     B1         00764MGN1     CC             CCC
     B2         00764MGP6     CC             CCC

            BNC Mortgage Loan Trust 2006-2
                  Series      2006-2

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     A1         055683AA4     B-             BB/Watch Neg
     A2         055683AB2     AAA            AAA/Watch Neg
     A3         055683AC0     AAA            AAA/Watch Neg
     A4         055683AD8     BB             BBB/Watch Neg
     A5         055683AE6     B-             BB/Watch Neg
     M1         055683AF3     CCC            B/Watch Neg
     M4         055683AJ5     CC             CCC
     M5         055683AK2     CC             CCC

     CWABS Asset Backed Certificates Trust 2006-10
                  Series      2006-10

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     MV-1       12666PAV6     AA+            AA+/Watch Neg
     MV-2       12666PAW4     BB             AA/Watch Neg
     MV-3       12666PAX2     B              AA-/Watch Neg
     MV-4       12666PAY0     B-             A+/Watch Neg
     MV-5       12666PAZ7     CCC            BBB/Watch Neg
     MV-6       12666PBA1     CCC            BB/Watch Neg
     MV-7       12666PBB9     CC             B/Watch Neg
     MV-8       12666PBC7     CC             CCC
     MV-9       12666PBD5     CC             CCC
     BV         12666PBL7     D              CCC

     CWABS Asset-Backed Certificates Trust 2007-BC2
                  Series      2007-BC2

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     1-A        12669QAA7     BB             AAA/Watch Neg
     2-A-1      12669QAB5     AAA            AAA/Watch Neg
     2-A-2      12669QAC3     AAA            AAA/Watch Neg
     2-A-3      12669QAD1     AA             AAA/Watch Neg
     2-A-4      12669QAE9     BBB            AAA/Watch Neg
     M-1        12669QAF6     B              AA+/Watch Neg
     M-2        12669QAG4     CCC            A/Watch Neg
     M-3        12669QAH2     CCC            B/Watch Neg
     M-9        12669QAQ2     CC             CCC
     B          12669QAT6     CC             CCC

      First Franklin Mortgage Loan Trust 2005-FF10
                  Series      2005-FF10

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     M2         32027NWS6     CC             CCC

      First Franklin Mortgage Loan Trust 2006-FF7
                  Series      2006-FF7

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     I-A        320277AB2     AA             AAA/Watch Neg
     II-A-1     320277AC0     AAA            AAA/Watch Neg
     II-A-2     320277AD8     AAA            AAA/Watch Neg
     II-A-4     320277AF3     AA             AAA/Watch Neg
     M-1        320277AG1     BB             BBB/Watch Neg
     M-2        320277AH9     B              BB/Watch Neg
     M-3        320277AJ5     CCC            B/Watch Neg
     M-9        320277AQ9     D              CC
     II-A-3     320277AE6     AAA            AAA/Watch Neg

                  GSAMP Trust 2005-AHL
                  Series      2005-AHL

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     M-5        36242D2E2     BB             BBB
     M-6        36242D3A9     B-             BBB-
     B-1        36242D3B7     CC             BBB-/Watch Neg
     B-2        36242D3C5     CC             BB+/Watch Neg

                  GSAMP Trust 2007-HE2
                  Series      2007-HE2

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     A-1        362440AA7     AA             AAA/Watch Neg
     A-2A       362440AB5     AAA            AAA/Watch Neg
     A-2B       362440AC3     AAA            AAA/Watch Neg
     A-2C       362440AD1     AA+            AAA/Watch Neg
     A-2D       362440AE9     AA             AAA/Watch Neg
     M-1        362440AF6     A              AA+/Watch Neg
     M-2        362440AG4     BBB            AA/Watch Neg
     M-3        362440AH2     BB             AA-/Watch Neg

           Home Equity Asset Trust 2007-3
                  Series      2007-3

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     1-A-1      43710TAA5     A              AAA/Watch Neg
     2-A-1      43710TAB3     AAA            AAA/Watch Neg
     2-A-2      43710TAC1     AAA            AAA/Watch Neg
     2-A-3      43710TAD9     AA             AAA/Watch Neg
     M-1        43710TAF4     BB             AA+/Watch Neg
     M-2        43710TAG2     B              AA/Watch Neg
     M-3        43710TAH0     CCC            A/Watch Neg
     M-5        43710TAK3     CCC            BB/Watch Neg
     M-9        43710TAP2     CC             CCC
     B-1        43710TAQ0     CC             CCC
     2-A-4      43710TAE7     A              AAA/Watch Neg
     M-4        43710TAJ6     CCC            BBB/Watch Neg

     HSI Asset Securitization Corporation Trust 2007-HE2
                  Series      2007-HE2

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     I-A        40430RAA4     BB             AAA/Watch Neg
     II-A-1     40430RAB2     AAA            AAA/Watch Neg
     II-A-2     40430RAC0     AA             AAA/Watch Neg
     II-A-3     40430RAD8     BB             AAA/Watch Neg
     II-A-4     40430RAE6     BB             AAA/Watch Neg
     M-1        40430RAF3     B              AA/Watch Neg
     M-2        40430RAG1     CCC            BBB/Watch Neg
     M-3        40430RAH9     CCC            BB/Watch Neg
     M-4        40430RAJ5     CCC            B/Watch Neg
     M-5        40430RAK2     CCC            B-/Watch Neg
     M-9        40430RAP1     CC             CCC

      JPMorgan Mortgage Acquisition Trust 2007-HE1
                  Series      2007-HE1

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     AF-1       46630KAA4     AAA            AAA/Watch Neg
     AF-2       46630KAB2     AAA            AAA/Watch Neg
     AF-3       46630KAC0     AA             AAA/Watch Neg
     AF-4       46630KAD8     BBB            AAA/Watch Neg
     AF-5       46630KAE6     BBB            AAA/Watch Neg
     AF-6       46630KAF3     BBB            AAA/Watch Neg
     MF-1       46630KAG1     BB             AA+/Watch Neg
     MF-2       46630KAH9     B              AA/Watch Neg
     MF-3       46630KAJ5     CCC            AA/Watch Neg
     AV-1       46630KAR7     AAA            AAA/Watch Neg
     AV-2       46630KAS5     A              AAA/Watch Neg
     AV-3       46630KAT3     B              AAA/Watch Neg
     AV-4       46630KAU0     B-             AAA/Watch Neg
     MV-1       46630KAV8     CCC            AA+/Watch Neg
     MV-2       46630KAW6     CCC            AA/Watch Neg
     MV-7       46630KBB1     CC             CCC
     MV-8       46630KBC9     CC             CCC
     MV-9       46630KBD7     CC             CCC

        Long Beach Mortgage Loan Trust 2005-3
                  Series      2005-3

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     I-A        542514NT7     AAA            AAA/Watch Neg
     II-A2      542514NV2     AAA            AAA/Watch Neg
     II-A3      542514NW0     AAA            AAA/Watch Neg
     M-1        542514NX8     B              AA+/Watch Neg
     M-2        542514NY6     CCC            AA/Watch Neg
     M-3        542514NZ3     CC             AA-/Watch Neg
     M-4        542514PA6     CC             CCC
     M-5        542514PB4     CC             CCC
     M-8        542514PE8     D              CC
     M-9        542514PF5     D              CC

   Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-2
                  Series      2007-2

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     A-1        59024QAA8     B-             A/Watch Neg
     A-2A       59024QAB6     AAA            AAA/Watch Neg
     A-2B       59024QAC4     A              AAA/Watch Neg
     A-2C       59024QAD2     B-             A/Watch Neg
     A-2D       59024QAE0     B-             A/Watch Neg
     M-1        59024QAF7     CCC            BB/Watch Neg
     M-2        59024QAG5     CCC            B+/Watch Neg
     M-3        59024QAH3     CCC            B/Watch Neg
     M-6        59024QAL4     CC             CCC
     B-1        59024QAM2     CC             CCC
     B-2        59024QAN0     CC             CCC
     B-3        59024QAP5     CC             CCC

       Natixis Real Estate Capital Trust 2007-HE2
                  Series      2007-HE2

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     A-1        638728AA3     AAA            AAA/Watch Neg
     A-2        638728AB1     B-             AA/Watch Neg
     A-3        638728AC9     B-             BBB/Watch Neg
     A-4        638728AD7     B-             BB/Watch Neg
     M-1        638728AE5     CCC            B/Watch Neg
     M-2        638728AF2     CCC            B-/Watch Neg
     M-4        638728AH8     CC             CCC
     M-5        638728AJ4     CC             CCC
     M-6        638728AK1     CC             CCC
     B-1        638728AL9     CC             CCC

    Nomura Asset Acceptance Corporation Alternative Loan Trust
                  Series      2006 AP1

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     A-1        65535VSH2     AAA            AAA/Watch Neg
     A-2        65535VSJ8     B-             AAA/Watch Neg
     A-3        65535VSK5     B-             AAA/Watch Neg
     A-4        65535VSL3     B-             AAA/Watch Neg
     A-5        65535VSM1     B-             AAA/Watch Neg
     M-1        65535VSP4     CCC            AA/Watch Neg
     M-2        65535VSQ2     CC             A/Watch Neg
     M-3        65535VSR0     CC             BBB/Watch Neg

      Securitized Asset Backed Receivables LLC Trust 2007-BR1
                  Series      2007-BR1

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     A-1        81378KAA7     A              AAA/Watch Neg
     A-2A       81378KAB5     AAA            AAA/Watch Neg
     A-2B       81378KAC3     A              AAA/Watch Neg
     A-2C       81378KAD1     A-             AAA/Watch Neg
     M-1        81378KAE9     B              BBB/Watch Neg
     M-2        81378KAF6     CCC            B/Watch Neg
     B-1        81378KAL3     CC             CCC
     B-2        81378KAM1     CC             CCC

          Soundview Home Loan Trust 2007-OPT1
                  Series      2007-OPT1

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     I-A-1      83612TAA0     BB             AA/Watch Neg
     II-A-1     83612TAB8     AAA            AAA/Watch Neg
     II-A-2     83612TAC6     AAA            AAA/Watch Neg
     II-A-3     83612TAD4     BBB            AAA/Watch Neg
     II-A-4     83612TAE2     BB             AA/Watch Neg
     M-1        83612TAF9     B              BBB/Watch Neg
     M-2        83612TAG7     CCC            B+/Watch Neg
     M-3        83612TAH5     CCC            B/Watch Neg

   Structured Asset Securities Corporation Mortgage Loan Trust
                  Series      2006-BC4

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     A1         86359RAA4     B              BBB-/Watch Neg
     A4         86359RAD8     BB             A
     A5         86359RAE6     B              BBB-/Watch Neg
     M1         86359RAF3     CCC            B
     M5         86359RAK2     CC             CCC

      Terwin Mortgage Trust Series TMTS 2005-16HE
                  Series      2005-16HE

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     AF-2       881561ZA5     AAA/Watch Neg  AAA/Watch Neg
     AF-3       881561ZB3     AA             AAA/Watch Neg
     AF-4       881561ZC1     AAA/Watch Neg  AAA/Watch Neg
     AF-5       881561ZD9     AAA/Watch Neg  AAA/Watch Neg
     AV-2       881561ZF4     AAA            AAA/Watch Neg
     AV-3       881561ZG2     BBB            AAA/Watch Neg
     M-1A       881561ZH0     CCC            AA+/Watch Neg
     M-1B       881561ZJ6     CCC            AA+/Watch Neg
     M-2A       881561ZK3     CC             AA/Watch Neg
     M-2B       881561ZL1     CC             AA/Watch Neg
     M-5A       881561ZR8     D              CC
     M-5B       881561ZS6     D              CC

       Terwin Mortgage Trust, Series TMTS 2005-14HE
                  Series      2005-14HE

                                   Rating
                                   ------
     Class      CUSIP         To             From
     -----      -----         --             ----
     AF-2       881561XJ8     AAA/Watch Neg  AAA/Watch Neg
     AF-3       881561XK5     AA             AAA/Watch Neg
     AF-4       881561XL3     AAA/Watch Neg  AAA/Watch Neg
     AF-5       881561XM1     AAA/Watch Neg  AAA/Watch Neg
     AV-2       881561XP4     AAA            AAA/Watch Neg
     AV-3       881561XQ2     AAA            AAA/Watch Neg
     M-1        881561XR0     B-             AA+/Watch Neg
     M-2        881561XS8     CCC            AA/Watch Neg
     M-3        881561XT6     CC             CCC
     M-5        881561XV1     D              CC
     M-6        881561XW9     D              CC

                         Ratings Affirmed

          Aegis Asset Backed Securities Trust Mortgage
                    Pass Through Certificates
                       Series      2005-4

                 Class      CUSIP         Rating
                 -----      -----         ------
                 IA3        00764MGE1     AAA
                 IA4        00764MGV3     AAA
                 IIA        00764MGF8     AAA
                 M1         00764MGG6     AAA
                 M2         00764MGH4     AA+
                 M6         00764MGM3     CCC

                BNC Mortgage Loan Trust 2006-2
                       Series      2006-2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M2         055683AG1     CCC
                 M3         055683AH9     CCC

           CWABS Asset Backed Certificates Trust 2006-10
                       Series      2006-10

                 Class      CUSIP         Rating
                 -----      -----         ------
                 2-AV       12666PAR5     AAA
                 3-AV-2     12666PAT1     AAA
                 3-AV-3     12666PAU8     AAA
                 3-AV-4     12666PBE3     AAA

           CWABS Asset-Backed Certificates Trust 2007-BC2
                       Series      2007-BC2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-4        12669QAJ8     CCC
                 M-5        12669QAK5     CCC
                 M-6        12669QAL3     CCC
                 M-7        12669QAM1     CCC
                 M-8        12669QAN9     CCC

           First Franklin Mortgage Loan Trust 2005-FF10
                       Series      2005-FF10

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A1         32027NWK3     BBB
                 A3         32027NWM9     AAA
                 A4         32027NWN7     A
                 A5         32027NWP2     BB
                 A6-M       32027NWQ0     B
                 M1         32027NWR8     CCC

           First Franklin Mortgage Loan Trust 2006-FF7
                       Series      2006-FF7

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-4        320277AK2     CCC
                 M-5        320277AL0     CCC

                       GSAMP Trust 2005-AHL
                       Series      2005-AHL

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-3        36242DZ97     AAA
                 M-1        36242D2A0     AA
                 M-2        36242D2B8     A
                 M-3        36242D2C6     A-
                 M-4        36242D2D4     BBB+

                       GSAMP Trust 2007-HE2
                       Series      2007-HE2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-4        362440AJ8     CCC
                 M-5        362440AK5     CCC
                 M-6        362440AL3     CCC
                 M-7        362440AM1     CCC
                 M-8        362440AN9     CCC
                 M-9        362440AP4     CCC

                Home Equity Asset Trust 2007-3
                       Series      2007-3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-6        43710TAL1     CCC
                 M-7        43710TAM9     CCC
                 M-8        43710TAN7     CCC

         HSI Asset Securitization Corporation Trust 2007-HE2
                       Series      2007-HE2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-6        40430RAL0     CCC
                 M-7        40430RAM8     CCC
                 M-8        40430RAN6     CCC

           JPMorgan Mortgage Acquisition Trust 2007-HE1
                       Series      2007-HE1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 MF-4       46630KAK2     CCC
                 MF-5       46630KAL0     CCC
                 MF-6       46630KAM8     CCC
                 MF-7       46630KAN6     CCC
                 MF-8       46630KAP1     CCC
                 MF-9       46630KAQ9     CCC
                 MV-3       46630KAX4     CCC
                 MV-4       46630KAY2     CCC
                 MV-5       46630KAZ9     CCC
                 MV-6       46630KBA3     CCC

Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-2
                       Series      2007-2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-4        59024QAJ9     CCC
                 M-5        59024QAK6     CCC

           Natixis Real Estate Capital Trust 2007-HE2
                       Series      2007-HE2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-3        638728AG0     CCC

     Securitized Asset Backed Receivables LLC Trust 2007-BR1
                       Series      2007-BR1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-3        81378KAG4     CCC
                 M-4        81378KAH2     CCC
                 M-5        81378KAJ8     CCC
                 M-6        81378KAK5     CCC

                Soundview Home Loan Trust 2007-OPT1
                       Series      2007-OPT1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-4        83612TAJ1     CCC
                 M-5        83612TAK8     CCC
                 M-6        83612TAL6     CCC
                 M-7        83612TAM4     CCC
                 M-8        83612TAN2     CCC
                 M-9        83612TAP7     CCC

   Structured Asset Securities Corporation Mortgage Loan Trust
                       Series      2006-BC4

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A2         86359RAB2     AAA
                 A3         86359RAC0     AAA
                 M2         86359RAG1     CCC
                 M3         86359RAH9     CCC
                 M4         86359RAJ5     CCC


* BOOK REVIEW: How To Measure Managerial Performance
----------------------------------------------------
Author:     Richard S. Sloma
Publisher:  Beard Books
Paperback:  272 pages
List Price: $34.95

Order your personal copy at:
http://www.amazon.com/exec/obidos/ASIN/1893122646/internetbankrupt

How to Measure Managerial Performance by Richard S. Sloma is a
valuable reference tool.  This practical handbook provides new
insights into enterprising management techniques.

This book is a compendium of principles and techniques to improve
and measure managerial performance in a number of areas important
to the successful operation of a business.

Rigorous application of the concepts of this instructive book will
enable an organization to perform at several levels higher in
efficiency and effectiveness.



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***