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         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, December 9, 2008, Vol. 12, No. 293

                             Headlines


6700 FLETCHER: Voluntary Chapter 11 Case Summary
A.T. REYNOLDS: Case Summary & 20 Largest Unsecured Creditors
A21 INC: Masterfile May Acquire SupterStock Assets for $1.5MM
AAR CORP: S&P Puts Preliminary 'B+' Rating on Sub. Debt Securities
ADELPHIA COMMS: 2nd Cir. Says Huff Can't Sue Banks, Auditors

ADVANSTAR INC: S&P Affirms Corporate Credit Rating at 'B-'
AGRIPROCESSORS INC: Lacks Workers, Struggles to Remain Open
AIRIQ INC: TSX Review Common Shares; Has 210 Days to Comply
ALITALIA SPA: NY Court Recognizes Italian Bankruptcy Proceedings
AMERICREDIT CORP: Fitch Downgrades Long-Term IDR to 'B-'

ANTHONY FLEETWOOD: Case Summary & 20 Largest Unsecured Creditors
APPLETON PAPERS: S&P Puts 'BB-' Corp. Credit Rating on Neg. Watch
ASARCO LLC: Court Okays Barclays as Financial Advisor
ASARCO LLC: Mediation Fails; Grupo Mexico Gives Up Buyout Bid
ASARCO LLC: Parent Takes CBA Order Appeal to 5th Circuit

ATLANTA GOLD: TSX to Review Shares; Has 210 Days to Comply
AURORA OIL: Gilbert Smith Replaes John McDevitt as President
B MOSS CLOTHING: Court Approves to Access WFR Cash Collateral
BANC OF AMERICA: S&P Junks Rating on Class O Certificates
BEAVER CREEK: Voluntary Chapter 11 Case Summary

BELLUS HEALTH: To Voluntarily Delist from NASDAQ Market
BNL DISTRIBUTION: Case Summary & 19 Largest Unsecured Creditors
BOSTON LIGHT: Fitch Downgrades & Withdraws 'C/DR6' Ratings
BROAD STREET: Voluntary Chapter 11 Case Summary
CANTON PHYSICIANS: Case Summary & Largest Unsecured Creditor

CASTLE HARBOR: Fitch Withdraws Junk & Distressed Recovery Ratings
CC MEDIA: Clear Channel Tender Offers Prompt S&P's Junk Ratings
CCM MERGER: S&P Downgrades Corporate Credit Rating to 'B-' From B
CHARO COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
CHENG HENG: Sec. 341(a) Meeting Set for December 9, 2008

CHENIERE ENERGY: Special Stockholders' Meeting Slated for Jan. 30
CHENIERE ENERGY: CEO & Other Officers Dispose of Company Shares
CHEROKEE RUN: Case Summary & 20 Largest Unsecured Creditors
CHRYSLER LLC: Gov't May Grant Loans Lesser Than Requested
CHRYSLER LLC: UAW Open to Firm's Alliance With Other Automakers

CHRYSLER LLC: GETRAG Insists Contracts Are Executory
CITIGROUP INC: General Growth Awaits OK on Debt Payment Extension
CONSTELLATION COPPER: Wouldn't File 3rd Qtr. Financial Statements
CRYPTEK INC: Seeks to Reject Employment Contracts and Leases
CRYPTEK INC: Case Summary & 20 Largest Unsecured Creditors

CYBRA CORP: Sept. 30 Balance Sheet Upside Down by $975,603
DANIEL PURSE: Case Summary & 12 Largest Unsecured Creditors
DELTAGEE INC: Case Summary & 20 Largest Unsecured Creditors
DOWNEY SAVINGS: FDIC Sets Feb. 26 Bar Date to File Proofs of Claim
ECLIPSE AVIATION: Wants to Hire Young Conaway as Counsel

EMAD OBAIDI: Case Summary & 12 Largest Unsecured Creditors
ENCLAVE @ NEWPORT: Case Summary & 20 Largest Unsecured Creditors
FIDELITY NAT'L: AM Best Puts Rating on ICR at 'bbb'; Outlook Neg.
FORD MOTOR: Seeks to Extricate Itself From Rivals' Woes
FORD MOTOR: September 30 Balance Sheet Upside-Down by $2 Billion

FORD MOTOR: Names Jost Capito as Global Performance Director
GENERAL GROWTH: Awaits Citigroup OK on Debt Payment Extension
GENERAL MOTORS: Gov't & UAW May Get Stake in Firm
GENERAL MOTORS: International Operations Still Profitable
GEORGIA GULF: Fitch Holds Senior Sub. Notes Rating at 'CCC/RR6'

GETRAG TRANSMISSION: Wants Chrysler to Perform Under Contract
GLR RESOURCES: Common Shares to be Delisted on January 5, 2008
GREAT OUTDOOR: Voluntary Chapter 11 Case Summary
HAWAIIAN TELCOM: Court Extends Schedules Deadline to January 8
HAWAIIAN TELCOM: Allowed to Pay Prepetition Employee Obligations

HERBST GAMING: Fails to Pay $5-MM Interest by Dec. 1; Talks Go On
HOSPITAL PARTNERS: Alfred Giuliano Named Interim Ch. 7 Trustee
IMAX CORP: Registers 2.1 Million Shares Under Stock Option Plan
INNOPHOS HOLDINGS: Earns $79.6MM for Quarter ended September 30
INTERMED HEALTH: Voluntary Chapter 11 Case Summary

JOBSON MEDICAL: S&P Junks Ratings on Covenant Compliance Concern
KASEY PROPERTIES: Case Summary & Six Largest Unsecured Creditors
LAND RESOURCE: U.S. Trustee Appoints 7-Member Creditors Panel
LAUREATE EDUCATION: S&P Puts 'B' Corp. Credit Rating on Neg. Watch
LEHMAN BROTHERS: B. Marsal Appointed as Chief Executive

LEHMAN BROTHERS: Bank of America Sues to Set Off $509MM Deposit
LEHMAN BROTHERS: BNY Mellon Probes LBHI on Bonds Sale
LEHMAN BROTHERS: Inks Pact with PwC on Winding Down of U.K Assets
LEHMAN BROTHERS: LBI Trustee Settles Barclays' $7 Billion Claim
LEHMAN BROTHERS: Management Wins Auction for Neuberger Berman

LEHMAN BROTHERS: Sells Loans Deal W/ Russian Unit to Nomura Europe
LEHMAN BROTHERS: SunCal Wants Stay Lifted to Pursue Own Cases
LENOX GROUP: U.S. Trustee Appoints 3-Member Creditors Panel
LODGENET INTERACTIVE: S&P Downgrades Corp. Credit Rating to 'B-'
LONG ISLAND POWER: Rules Out Chapter 11 Bankruptcy Filing

LUCKY'S LANDING: Case Summary & 20 Largest Unsecured Creditors
LUSSO NY: Voluntary Chapter 11 Case Summary
MANUEL DE LA CRUZ: Voluntary Chapter 11 Case Summary
MEDINA GLASS: Case Summary & 30 Largest Unsecured Creditors
MGP AUBURN: Case Summary & Six Largest Unsecured Creditors

MOLECULAR IMAGING: Case Summary & 10 Largest Unsecured Creditors
MOTOROLA INC: S&P Downgrades Corporate Credit Rating to 'BB+'
MSTAT IMAGING: Case Summary & 4 Largest Unsecured Creditors
NATIONAL WHOLESALE: Section 341(a) Meeting Set for December 29
NAVISTAR INT'L: Executives Find Material Impairment in VEE Assets

NETVERSANT SOLUTIONS: Court Approves December 17 Auction
NETVERSANT SOLUTIONS: 3-Member Creditors Panel Named
PFF BANK: FDIC Sets Feb. 26 as Bar Date to File Proofs of Claim
PREMIER CARS: Voluntary Chapter 11 Case Summary
PYROTRONICS CORP: Agency Orders Probe on Water Contamination

RESERVE MANAGEMENT: Admits to Disclosing Inaccurate Information
ROSWELL BUSINESS: Case Summary & 12 Largest Unsecured Creditors
ROYAL CARRIBEAN: S&P Downgrades Corporate Credit Rating to 'BB'
SENTINEL MANAGEMENT: Chapter 11 Trustee Sues Citadel and Goldman
SIMMONS CO: Forbearance Agreement Extended to December 10

SMT RESOURCE: Case Summary & 20 Largest Unsecured Creditors
SMT RESOURCE: U.S. Trustee to Hold Sec. 341 Meeting on Jan. 2
SPARTANS INC: Case Summary & 20 Largest Unsecured Creditors
SPARTANS INC: U.S. Trustee to Hold Sec. 341 Meeting on Dec. 18
STONE PINE HOLDINGS: Voluntary Chapter 11 Case Summary

SUNCAL COS: Wants to Lift Stay in Lehman's Cases
T H AGRICULTURE: U.S. Trustee Forms 7 Member Creditors Committee
TEKNI-PLEX INC: Internal Investigation Cues Delay in 10-Q Filing
TEKNI-PLEX INC: Internal Investigation Cues Delay in 10-Q Filing
TEKNI-PLEX INC: Gets Lenders' Funding Commitment on Business Plans

TEMPUR-PEDIC INTERNATIONAL: S&P Withdraws 'BB' Corporate Rating
THORNBURG MORTGAGE: Terminates Principal Participation Agreement
TRIBUNE CO: Files Chapter 11 to Restructure $13 Bil. Debt
TRIBUNE COMPANY: Bankruptcy Filing Cues Fitch to Lower IDR to D
TRIBUNE CO: Case Summary & 30 Largest Unsecured Creditors

TWEETER OPCO: Wants to Reject 32 Leases; Landlord Objects
TWEETER OPCO: Court Extends Schedules Deadline to January 4
TWEETER OPCO: Applies to Hire Streambank as Advisor
TWEETER OPCO: Wants to Hire RCS as Real Estate Consultant
URBAN MALL: Court Sets Dec. 17 Confirmation Hearing on Plan

UST INC: Shareholders Approve Sale of All Shares to Altria Group
UST INC: September 30 Balance Sheet Upside-Down by $356 Million
VILLAGE HOMES: U.S. Trustee Appoints 7-Member Creditors Panel
VISION BAPTIST: Voluntary Chapter 11 Case Summary
VONAGE HOLDINGS: September 30 Balance Sheet Upside-Down by $90MM

WACHOVIA BANK: Fitch Lowers Rating on $10.8 Mil. Notes to 'BB-'
YRC WORLDWIDE: S&P Withdraws 'CC' Corporate Credit Ratings

* Fitch Changes Rating Outlooks on Lodging Companies to Negative
* Fitch Says Market Crisis Adds to Pressures for CMBS Servicers
* S&P Corrects BB+ Rating on Credit Default Swap Notes to AAA
* S&P Lowers Ratings on 306 Classes From 23 RMBS Transactions
* S&P Puts Ratings on 5 Major Mortgage Insurers on Negative Watch

* S&P Puts Ratings on 197 Tranches From 127 CDOs on Negative Watch

* Goldberg's Cardonick, Cadwalader's Serbaroli Join Greenberg
* Legal Services Industry Feels Pinch of Financial Crisis
* Paul Traub Leaves Dreier, Returns to Old Firm

* Large Companies with Insolvent Balance Sheets


                             *********

6700 FLETCHER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor:  6700 Fletcher Creek, LLC
         4728 Spottswood
         Memphis, TN 38117

Case No.:  08-32663

Petition Date: November 24, 2008

Court:   U.S. Bankruptcy Court
         Western District of Tennessee (Memphis)

Judge:   David S. Kennedy

Debtor's Counsel: P. Preston Wilson
                  Gotten, Wilson, Savory & Beard
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110
                  Fax: (901) 523-1139
                  E-mail: ppwgwsb@bellsouth.net

Total Assets:     $660,499

Total Debts:      $1,082,146

The Debtor did not file its list of 20 largest unsecured
together with its petition.


A.T. REYNOLDS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: A.T. Reynolds & Sons, Inc.
        dba Leisure Time Spring Water
        dba Leisure Time Spring Water
        4496 State Route 42 North
        PO Box 168
        Kiamesha Lake, NY 12751

Case No.: 08-37739

Chapter 11
Petition Date: December 5, 2008

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

Judge: Cecelia G. Morris

Debtor's Counsel: Nicholas A. Pascale, Esq.
                  Tarshis Catania Liberth Mahon Milligram
                  One Corwin Court
                  Newburgh, NY 12550
                  Tel: (845) 565-1100
                  Fax: (845) 565-1999
                  Email: npascale@tclmm.com


Total Assets: $5,327,072

Total Debts:  $3,658,682

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

        http://bankrupt.com/misc/nysb08-37739.pdf


A21 INC: Masterfile May Acquire SupterStock Assets for $1.5MM
-------------------------------------------------------------
Daryl Lang at Photo District News reports that Masterfile has
agreed to purchase SuperStock's U.S. assets for $1.5 million.

Photo District News relates that under SuperStock's bankruptcy
plan -- Masterfile or any buyer of SuperStock -- will take over
some, all or none of SuperStock's contracts with 1,200
photographers.  Court documents say that SuperStock owed
$1,162,000 in royalties to photographers as of September 2008.

According to Photo District News, parent company a21, Inc.,
estimates that there will be enough money to cover 4% of its debts
to unsecured creditors.

Masterfile has put down a $50,000 deposit on the deal, Photo
District News relates, citing A21.  The deal, says the report,
could change if another company steps in and present a higher
offer.

Photo District News reports that SuperStock's U.K. division is not
in bankruptcy, and A21 said that it would to sell that unit to a
third party as well.  A21 will sell ArtSelect to New Jersey-based
Metaverse for $700,000, the report states.

Jacksonville, Florida-based a21, Inc. -- http://www.a21group.com-
- fdba Saratoga Holdings, Inc., fdba Agence 21, Inc., makes
images, art framing, and wall decors.  The companies filed for
Chapter 11 on Dec. 4, 2008 (Bankr. M. D. Fla. Case No. 08-07610).
Gardner F. Davis, Esq., at Foley & Lardner LLP represents the
companies in their restructuring efforts.  The companies listed
assets of $24,231,430 as Sept. 20, 2008, and debts of $30,286,282
as Sept. 20, 2008.


AAR CORP: S&P Puts Preliminary 'B+' Rating on Sub. Debt Securities
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
rating to senior unsecured debt securities and preliminary 'B+'
rating to subordinated debt securities filed by AAR Corp.
(BB/Stable/--) as part of a $300 million Rule 415 shelf
registration.  This shelf replaces the company's existing shelf
registration that expired on Nov. 30, 2008.

S&P expects the proceeds from any notes issued under the shelf to
be used by AAR for various purposes, including working capital,
repayment of existing indebtedness, and acquisitions.

"The ratings on AAR reflect the risks associated with its primary
market, the highly cyclical and competitive airline industry,
financing requirements to support growth initiatives, and a
competitive operating environment.  These factors are offset in
part by AAR's established business position and an overall
appropriate financial profile," said S&P's credit analyst Roman
Szuper.

                           Ratings List

                            AAR Corp.

       Corporate Credit Rating                BB/Stable/--

                         Ratings Assigned

                            AAR Corp.

       Senior Unsecured Debt (Shelf Reg.)     BB (prelim.)
       Subordinated Debt (Shelf Reg.)         B+ (prelim.)


ADELPHIA COMMS: 2nd Cir. Says Huff Can't Sue Banks, Auditors
------------------------------------------------------------
The Court of Appeals for the Second Circuit has held that
investment adviser W.R. Huff Asset Management Co. LLC lacks
constitutional standing to bring a securities action in a
representative capacity on behalf of its clients.

Huff commenced a lawsuit against various financial institutions
and auditing firms as "the investment adviser and attorney-in-fact
on behalf of certain purchasers of . . . debt securities issued
by" Adelphia Communications Corp.  Huff is an investment advisor
for institutional investors such as public employee pension funds.
Huff alleged that the defendants -- firms that provided
underwriting, auditing, or legal services -- prepared,
facilitated, or certified inaccurate and misleading disclosures in
Adelphia's financial statements.

Huff claimed that it provided investment advice to its clients
and, from 1999 until 2002, purchased Adelphia securities on their
behalf.  The clients, not Huff, have suffered financial losses as
a result of Aldelphia's collapse.

The defendants challenged Huff's standing.

The U.S. District Court for the Southern District of New York
concluded that Huff's status as attorney-in-fact satisfied the
requirements of constitutional standing.

The defendants asked the District Court for reconsideration,
arguing that the District Court had overlooked our decision in
Advanced Magnetics, Inc. v. Bayfront Partners Inc., 106 F.3d 11
(2d Cir. 1997), in which the Second Circuit held that a company
that possessed powers of attorney from aggrieved shareholders, but
did not have a valid assignment of the shareholders' claims,
lacked constitutional standing to sue on behalf of the
shareholders.  Nonetheless, the District Court adhered to its
original decision and distinguished Advanced Magnetics on the
ground that Huff was not only an "attorney-in-fact," but also an
investment advisor with unfettered discretion to make investment
decisions.

On appeal, the Second Circuit reversed the District Court's
ruling, holding that:

   1. Huff lacks constitutional standing to bring suit for
      violations of the federal securities laws in its own name
      but on behalf of its clients, the beneficial owners of the
      relevant securities.

   2. Huff has not demonstrated an "injury-in-fact" because it
      does not have legal title or ownership of its clients'
      claims against Adelphia.

   3. Huff's status as both an attorney-in-fact for litigation
      purposes and an investment advisor with unfettered
      discretion over its clients' investment decisions does not
      confer on Huff standing to sue in a representative capacity
      on its clients' behalf.

The defendants are:

   * Deloitte & Touche LLP,
   * Credit Suisse Securities (USA) LLC,
   * Credit Suisse, New York Branch,
   * The Royal Bank of Scotland plc,
   * The Bank of Nova Scotia,
   * Toronto Dominion Texas, LLC (f/k/a Toronto Dominion
     Texas, Inc.),
   * Mizuho International PLC,
   * ABN AMRO Inc.,
   * Banc of America, N.A.,
   * Fleet Securities, Inc. (n/k/a Bank of America, N.A.),
   * Banc of America Securities LLC,
   * Barclays Capital Inc.,
   * Barclays Bank PLC,
   * BNY Capital Markets, Inc.,
   * The Bank of New York Company, Inc.,
   * CIBC World Markets Corp.,
   * CIBC, Inc.,
   * Citibank, N.A.,
   * Citigroup Inc.,
   * Citicorp USA, Inc.,
   * Citigroup Global Markets, Inc.,
   * Salomon Smith Barney Inc. (n/k/a Citigroup Global
     Markets, Inc.),
   * Calyon Securities (USA), Inc. (f/k/a Credit Lyonnais
     Securities (USA) Inc.),
   * Calyon New York Branch (successor by operation of law to
     Credit Lyonnais New York Branch),
   * Deutsche Bank Alex. Brown, Inc.,
   * Deutsche Bank AG,
   * Harris Nesbitt Corp.,
   * JPMorgan Chase & Co.,
   * Morgan Stanley & Co., Inc.,
   * JPMorgan Securities Inc.,
   * Scotia Capital (USA), Inc.,
   * Cowen & Co., LLC (f/k/a SG Cowen Securities Corporation),
   * Societe Generale, also known as a French Banking
     Institution,
   * Suntrust Capital Markets, Inc.,
   * SunTrust Bank,
   * TD Securities (USA), Inc.,
   * ABN AMRO Bank N.V.,
   * BMO Nesbitt Burns Corp. (n/k/a Harris Nesbitt Burns Corp.),
   * Credit Lyonnais Securities (USA) Inc.,
   * SG Cowen Securities Corp., and
   * Buchanan Ingersoll & Rooney Professional Corporation

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

              http://ResearchArchives.com/t/s?35e4

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.

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


ADVANSTAR INC: S&P Affirms Corporate Credit Rating at 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Advanstar Inc., which S&P rates on a consolidated
basis with operating company Advanstar Communications Inc.  The
corporate credit rating, along with all issue-level ratings on
Advanstar, was removed from CreditWatch, where it was placed with
negative implications on Sept. 11, 2008.

At the same time, S&P lowered the issue-level rating on Advanstar
Communications Inc.'s $515 million first-lien term loan due 2014
to 'B-' (at the same level as the 'B-' corporate credit rating on
the company) from 'B'.  The recovery rating on this debt was
revised to '3', indicating S&P's expectation of meaningful (50% to
70%) recovery in the event of a payment default, from '2'.

The issue-level rating on the company's $260 million second-lien
term facility due 2014 remains at 'CCC' (two notches lower than
the corporate credit rating) and the recovery rating on this debt
remains at '6', indicating S&P's expectation of negligible (0% to
10%) recovery in the event of a payment default.

The affirmation of the corporate credit rating follows Advanstar
obtaining access to a $10 million fund held at its parent, VSS-AHC
LLC.  In addition, the company removed covenant pressure by
cancelling its revolving credit facility, the only issue to which
financial covenants applied.

"The rating reflects the trade show operator and publisher's high
debt leverage, low total interest coverage, modest liquidity, and
fashion industry concentration, as well as S&P's expectation of
cyclical advertising demand," said S&P's credit analyst Tulip Lim.
"The solid competitive positions of Advanstar's niche trade shows
and publishing and related operations, as well as the relative
stability of its portfolio, minimally temper these risks."

The weak economy has reduced ad page sales in the company's
magazines.  It has also affected the retail sector and led to
reduced square footage sold at MAGIC.  The motorcycle and
aftermarket auto parts industries have been affected, causing
sponsorship declines for the International Motorcycle Show tour
and reduced advertising spending in the magazines.  In addition, a
slowdown in drug approvals in the therapeutic categories that
Advanstar serves has negatively affected the company's health care
segment.

Pro forma for acquisitions and purchase accounting adjustments,
revenue and EBITDA declined 12% and 21%, respectively, for the
third quarter ended Sept. 30, 2008 year over year.  S&P expects
that operating performance will continue to be affected by the
weak economy.  Financial risk is high, with debt (including
holding company debt) to EBITDA, net of management fees, of 10.2x
for the 12 months ended Sept. 30, 2008.  Total lease-adjusted
interest coverage, including the mark to market gain or loss on
interest rate swaps, is thin at 1.3x for the 12 months ended
Sept. 30, 2008.  Unadjusted cash interest coverage was 1.6x.
Discretionary cash flow was positive for the 12 months ended
Sept. 30, 2008, but S&P is concerned that discretionary cash flow
could contract if EBITDA continues to decline.


AGRIPROCESSORS INC: Lacks Workers, Struggles to Remain Open
-----------------------------------------------------------
The Associated Press reports that Agriprocessors Inc. has
struggled to remain open due to lack of workers.

According to The AP, an immigration raid in May 2008 led to the
arrest of 389 of Agriprocessors' 1,000 workers.  The report says
that Agriprocessors has tried different tactics to replenish staff
at its Postville plant, but has failed to bring staffing to more
than half of pre-raid levels.

The AP relates that Agriprocessors has pleaded not guilty to
federal immigration charges.

                       About Agriprocessors

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


AIRIQ INC: TSX Review Common Shares; Has 210 Days to Comply
-----------------------------------------------------------
The Toronto Stock Exchange said it is reviewing the common shares
of AirIQ Inc. with respect to meeting the continued listing
requirements.  The company has been granted 210 days in which to
regain compliance with these requirements, pursuant to the
Remedial Review Process.

Base in Toronto, AirIQ Inc. (Symbol: IQ) -- http://www.airiq.com
-- provides arrays of wireless telecommunication services.


ALITALIA SPA: NY Court Recognizes Italian Bankruptcy Proceedings
----------------------------------------------------------------
Judge Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York issued an order recognizing the case
of Alitalia SpA as a foreign main proceeding, Bankruptcy Law360
reports.  The U.S. Court held that Alitalia has "the center of its
main interests" in Italy, the report says.  The ruling, the report
says, protects Alitalia's assets from proceedings in U.S. courts.

As reported by the Troubled Company Reporter on Nov. 19, the Court
granted preliminary injunction barring Alitalia creditors from
seizing, enforcing or executing liens or judgments against the
Italian carrier's assets in the United States pending a hearing on
its Chapter 15 petition.

Compagnia Aerea Italiana s.r.l., a consortium of Italian investors
created to save Alitalia, has acquired the airlne's profitable
assets.  The Associated Press has reported that CAI will
officially take possession of the airline's profitable assets in
mid-December, but the new airline probably will not launch until
January.

The AP relates Alitalia's special administrator Augusto Fantozzi
said in a statement Monday that CAI and Alitalia will officially
sign the deal Dec. 12, at which time CAI will assume "the goods
and risks relative to the management" of Alitalia.

The AP noted that CAI will have to complete the acquisition of the
much-smaller Air One, which it will merge to create the new
airline.  Talks were under way, and it was unclear when that could
be completed, the report said.

The Troubled Company Reporter-Europe said on Nov. 21, 2008, that
CAI improved its EUR1 billion offer for Alitalia's best assets to
EUR1.052 billion (US$1.33 billion) including debt.  According to
Reuters, CAI had initially bid EUR275 million (US$347.2 million)
for Alitalia's flight operations and EUR100 million in a mix of
cash and debt for other units, and would take on further debt of
EUR625 million.  In its revised bid, Bloomberg News said CAI will
pay EUR427 million in cash, EUR100 million of which was payable on
the closing date of Nov. 30.  CAI is also assuming EUR625 million
in debt, including financing for planes.

                        About Alitalia

Based in Rome, Alitalia S.p.A. -- http://www.alitalia.it/--
provides air travel services for passengers and air transport of
cargo on national, international and inter-continental routes,
including United States, Canada, Japan and Argentina.  The Italian
government owns 49.9% of Alitalia.

The chapter 15 case is In re Alitalia-Linee Aeree Italiane, S.p.A.
(Bankr. S.D. N.Y. Case No. 08-14321).  The chapter 15 petition was
filed October 29, 2008.  Italy's national airline experienced
financial difficulties for a number of years caused, in large
measure, by a combination of competition from low-cost air
carriers, poor management and onerous union obligations, according
to papers filed with the court.  The Chapter 15 petitioner's
counsel is Eugene F. Massamillo, Esq., at Kaplan, von Ohlen &
Massamillo, LLC, in New York.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million in
2000 and 2001 respectively.  Alitalia posted EUR93 million in net
profits in 2002 after a EUR1.4 billion capital injection.  The
carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, EUR625.6 million
in 2006, and EUR494.64 million in 2007.

In the petition filed Oct. 29, 2008, Prof. Augusto Fantozzi, the
appointed administrator, said the airline's financial difficulties
have been and exacerbated by spiraling fuel prices.

On Aug. 29, 2008, Alitalia declared insolvency and filed for
commencement of extraordinary administration procedure at the
Tribunal of Rome.  Italian Prime Minister Silvio Berlusconi
appointed Mr. Fantozzi as extraordinary commissioner.
Under the Bankruptcy Bill, the Administrator has supplanted the
directors and other management of Alitalia.


AMERICREDIT CORP: Fitch Downgrades Long-Term IDR to 'B-'
--------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
of AmeriCredit Corp. to 'B-' from 'B+'. All ratings remain on
Rating Watch Negative. Approximately $750 million of debt is
affected by this action.

Fitch has downgraded this:

AmeriCredit Corp.

  -- Long-term to 'B-' from 'B+';
  -- Senior debt to 'B/RR3' from 'B+/RR4'.

The downgrade reflects the impact of reduced origination volume
and profitability prospects on the company's franchise value, and
the potential that ACF could trip the net charge-off covenant on
its master warehouse facility as the combined impact of a
shrinking portfolio and seasonal credit deterioration could
inflate the six-month average net loss rate above the 8.5%
trigger.  Should a covenant be tripped, the warehouse lenders
could provide covenant waivers in exchange for some combination of
reduced capacity, enhanced collateral, and/or re-pricing, or they
could declare an event of default.  Fitch believes an event of
default would result in an accelerated repayment of borrowings
outstanding on the warehouse and also could lead to a cross
default of other material indebtedness, which currently includes
about $750 million of unsecured corporate debt, but could decline
by as much as $109 million following the completion of the debt
exchange with Fairholme Funds.

ACF has reduced the amount of corporate debt outstanding in recent
months; repurchasing $200 million of contingently convertible debt
and exchanging approximately $109 million of 8.5% senior debt held
by Fairholme Funds into common equity.  Fitch does not consider
this exchange to be a distressed debt exchange.  The reduction in
unsecured debt outstanding has improved recovery prospects for
debtholders, as reflected in the notching of the senior debt
rating above the long-term IDR and the upgrade of the recovery
rating to an 'RR3' from an 'RR4', which implies a potential
recovery of between 50% and 70% for corporate debtholders.  Still,
should a warehouse covenant be tripped, lenders could require ACF
to post additional collateral to the facility, which would reduce
unencumbered collateral coverage for unsecured creditors.  Fitch
will continue to monitor unencumbered asset levels and potential
recovery scenarios as new developments emerge.

Terms related to the debt exchange did allow ACF to complete a
$500 million asset-backed securitization as Fairholme agreed to
purchase the associated subordinated notes.  Given the reduction
in origination volume, Fitch believes the completion of this
transaction will allow ACF to operate without accessing the
capital markets until the maturity of the master warehouse
facility in October 2009.

The Rating Watch Negative reflects uncertainty relating to
compliance with the net charge-off covenant and the resulting
response of warehouse lenders to a potential covenant violation.
While a covenant waiver will prevent an event of default on
corporate debt outstanding, Fitch believes renegotiation of the
warehouse facility will result in a material reduction in funding
capacity, which is expected to impair ACF's profitability
prospects going forward.  Resolution of the Rating Watch will be
dependent upon the company's ability to obtain access to reliable
long-term funding sources which will allow them to remain
competitive and profitable in a highly fragmented industry.


ANTHONY FLEETWOOD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor:  Anthony D. Fleetwood
           dba Stanley Steemer
         19105 H. Hatch Road
         Colbert, WA 99005

Joint Debtor:  Gladys Fleetwood

Case No.:  08-04986

Petition Date: November 26, 2008

Court:   U.S. Bankruptcy Court
         Eastern District of Washington (Spokane/Yakima)

Judge:   Patricia C. Williams

Debtor's Counsel: Dan O'Rourke, Esq.
                  Southwell & O'Rourke
                  421 W. Riverside Avenue, Suite 960
                  Spokane, WA 99201
                  Tel: (509) 624-0159
                  Fax: (509) 624-9231
                  E-mail: dorourke@southwellorourke.com

Total Assets:     $3,275,151

Total Debts:      $1,185,065

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

         http://bankrupt.com/misc/waeb08-04986.pdf


APPLETON PAPERS: S&P Puts 'BB-' Corp. Credit Rating on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings,
including its 'BB-' corporate credit rating, on Appleton Papers
Inc. on CreditWatch with negative implications.

"The CreditWatch placement follows Appleton's weaker-than-expected
operating performance during the nine months ended Sept. 30, 2008,
which was a result of lower sales volume in certain segments,
higher input costs, and start-up costs associated with its West
Carrollton mill upgrade," said S&P's credit analyst Andy Sookram.
"The EBITDA cushion under its 4.5x maximum allowable total
leverage ratio under its bank credit facilities has narrowed as a
result."

Although the mill upgrade was completed at the beginning of
fourth-quarter 2008 and production is ramping up, S&P believes
that the weak economy could lead to a further decline in paper
demand and subsequently delay the improvement in credit measures
and covenant cushion.  S&P previously expected that the completion
of the mill upgrade would result in meaningful earnings
improvement and that the company would use excess cash flow to
reduce leverage to levels more in line with the rating (below 4x).
However, adjusted debt to EBITDA was 5.7x as of Sept. 30, 2008.
Appleton had about $86 million in liquidity, consisting of
$78 million availability under its $150 million revolving credit
facility and $8 million cash on hand.

The Appleton, Wis.-based company is the world's largest
manufacturer of carbonless paper.  The company had $678 million of
adjusted debt as of Sept. 30, 2008.

In resolving the CreditWatch placement, S&P will consider its
near-term operating outlook for the specialty papers industry and
Appleton's operations, as well as the company's debt-reduction
efforts and ability to maintain adequate cushion under its
financial covenants.


ASARCO LLC: Court Okays Barclays as Financial Advisor
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved, on a final basis, ASARCO LLC's application to employ
Barclays Capital Inc. as financial advisor and investment
banker, nunc pro tunc to September 22, 2008, pursuant to an
engagement letter.

The Court ruled that the Engagement Letter will be deemed
amended by his final order to provide that:

  -- Barclays Capital's monthly advisory fees will be $225,000,
     rather than $250,000; and

  -- any advisory fees already paid pursuant to the Court's
     interim order partially granting the application will be
     credited against the advisory fees payable pursuant to the
     final order.

The Court approved the engagement despite objections by ASARCO
Incorporated.  ASARCO Inc. noted that in September 2008, Lehman
Brothers Inc. sold its business in its own Chapter 11 case to
Barclays Capital Inc.  Hence, all of the members of the Lehman
team assigned to ASARCO LLC's engagement are now employees of
Barclays Capital.

As a result of Barclays Capital's acquisition of Lehman, ASARCO
LLC's advisor team is no longer a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code, ASARCO
Incorporated as parent company asserts.  The Parent contends that
the Advisor Team is using the Barclays Capital retention "to
attempt to re-trade the economic terms that it negotiated and
agreed to at the beginning of the engagement after having
unsuccessfully attempted to re-trade the economic terms" in the
bankruptcy cases prior to the acquisition.

With each attempt to re-trade its economic terms, the Advisor
Team has increased the amount of additional compensation in an
escalating attempt to "catch up" through the re-traded deal, the
Parent argues.

The Parent emphasizes that the Court can only modify the terms of
the engagement at the conclusion of the employment, and only if
the original compensation is shown to be improvident in light of
developments not capable of being anticipated at the time its
terms were set.  The Parent points out that the Application
should be nothing more than a technical request to the Court to
acknowledge the name change from Lehman to Barclays Capital.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed US$600 million in total assets and
US$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Stutzman,
Bromberg, Esserman & Plifka, APC, represents the Official
Committee of Unsecured Creditors for the Asbestos Debtors.
Former judge Robert C. Pate was appointed as the future claims
representative.  Details about their asbestos-driven Chapter 11
filings have appeared in the Troubled Company Reporter since
April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries Ltd. for US$2,600,000,000.

(ASARCO Bankruptcy News, Issue No. 93; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


ASARCO LLC: Mediation Fails; Grupo Mexico Gives Up Buyout Bid
-------------------------------------------------------------
The mediation between ASARCO LLC and Grupo Mexico, S.A.B. de
C.V., fell apart with the parties unable to reach any settlement,
amm.com reports.  According to Reuters, Grupo Mexico has taken
back its $2.7 billion offer to pay ASARCO's creditors, citing
reduced copper prices and unstable market conditions.

"When we first made the offer (to pay creditors 100 percent), it
was rejected.  Now the company has a different price, so
obviously this offer is off the table, the world changed," Jorge
Lazalde, a Grupo Mexico lawyer, has told Reuters.

Grupo Mexico previously said it could top Sterlite (USA), Inc.'s
$2.6 billion for ASARCO and would the bankruptcy estates'
creditors 100% on account of their claims.

As reported in the Troubled Company Reporter, Americas Mining
Corporation, an affiliate of Grupo Mexico, submitted a
reorganization plan to retain its equity interest in ASARCO LLC,
by offering full payment to ASARCO's creditors in connection with
ASARCO's Chapter 11 case.  AMC would provide up to US$2.7 billion
in cash as well as a US$440 million guarantee to assure payment of
all allowed creditor claims, including payment of liabilities
relating to asbestos and environmental claims.  AMC's plan is
premised on the estimation of the approximate allowed amount of
the claims against ASARCO.

              Grupo Mexico Exits, Sterlite Enters

Daily News and Analysis relates that with Grupo Mexico's
retracting its bid for ASARCO, it would be much easier for
Sterlite to acquire ASARCO.  "The decision is to be made by the
bankruptcy court and, with Sterlite being the sole buyer, it is
easier for them to take-over Asarco at a fraction of the original
bid," the news source quoted an unnamed analyst.

Sterlite previously withdrew its $2.6 billion offer, and proposed
a $500,000,000 reduction to its original bid for ASARCO's
operating assets.  Anil Agarwal, chairman of Sterlite's parent,
Vedanta Resources Plc, previously related to Business Standard in
an interview that his company could reconsider acquiring ASARCO
if the parties agree at a reasonable price.

Analysts at DNA believe that acquiring ASARCO is a "loss-making
deal" due to the recent drop in copper prices.  However, an
unnamed Sterlite official has said that ASARCO's acquisition will
prove beneficial in the long run because of its low production
costs.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed US$600 million in total assets and
US$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Stutzman,
Bromberg, Esserman & Plifka, APC, represents the Official
Committee of Unsecured Creditors for the Asbestos Debtors.
Former judge Robert C. Pate was appointed as the future claims
representative.  Details about their asbestos-driven Chapter 11
filings have appeared in the Troubled Company Reporter since
April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries Ltd. for US$2,600,000,000.

(ASARCO Bankruptcy News, Issue No. 93; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


ASARCO LLC: Parent Takes CBA Order Appeal to 5th Circuit
--------------------------------------------------------
ASARCO Incorporated notifies the U.S. District Court for the
Southern District of Texas that it will take an appeal to the
U.S. Court of Appeals for the Fifth Circuit from the final
judgment entered by the District Court, affirming the order of
the U.S. Bankruptcy Court for the Southern District of Texas
holding that (i) ASARCO LLC properly exercised its reasonable
business judgment by entering into the new collective bargaining
agreement with the United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service Workers
International Union, AFL-CIO, and (ii) the New CBA does not
constitute a sub rosa plan of reorganization.

The Parent wants the Fifth Circuit to determine whether the
District Court erred in affirming the Bankruptcy Court's:

  -- holding that the New CBA does not constitute a sub rosa
     plan, where the New CBA:

       * dictates essential terms of a plan of reorganization
         and precludes certain categories of plans of
         reorganization; and

       * effectively gives a veto over a reorganization to the
         Unions;

  -- holding that the New CBA did not improperly infringe upon
     the Bankruptcy Court's powers where it altered the
     statutory considerations for approval of a motion under
     Section 1104 of the Bankruptcy Code;

  -- holding that ASARCO exercised appropriate business judgment
     in entering into the New CBA where the New CBA:

       * was not supported by appropriate financial analyses;

       * contains provisions that are illegal on their face; and

       * includes both economic and non-economic provisions that
         are unprecedented in the copper industry;

  -- approval without change of the Labor Order, which was
     drafted by ASARCO and contains findings of fact and
     conclusions of law that are not supported by the record;

  -- actions to prevent the Parent from discovering key
     information during the course of the adversary proceeding
     in connection with the negotiation of the New CBA, which
     denial prejudiced the Parent's ability to demonstrate the
     infirmities of the New CBA; and

  -- denial of the Parent's oral request to reconsider the first
     stipulation, which was presented on insufficient notice and
     was not supported by proper exercise of the Debtor's
     business judgment.

Meanwhile, the U.S. Court of Appeals for the Fifth District has
dismissed, without prejudice to reinstatement, Asarco Inc. and
America's Mining Corporation's appeal of the Bankruptcy Court's
Sale and Bidding Procedures Order with respect to the sale of
substantially all of ASARCO LLC's assets to Sterlite Industries
(India), Ltd.  Previously, District Court Judge Hayden Head for
the Southern District of Texas dismissed Asarco Inc. and AMC's
appeal of the Sterlite Sale and Bidding Procedures Order.  The
Fifth Circuit maintained that any party may request to reinstate
the appeal by writing the Clerk of the Circuit Court within 180
days of the dismissal.  Unless timely reinstated, the appeal will
be considered dismissed with prejudice.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed US$600 million in total assets and
US$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Stutzman,
Bromberg, Esserman & Plifka, APC, represents the Official
Committee of Unsecured Creditors for the Asbestos Debtors.
Former judge Robert C. Pate was appointed as the future claims
representative.  Details about their asbestos-driven Chapter 11
filings have appeared in the Troubled Company Reporter since
April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries Ltd. for US$2,600,000,000.

(ASARCO Bankruptcy News, Issue No. 93; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


ATLANTA GOLD: TSX to Review Shares; Has 210 Days to Comply
----------------------------------------------------------
The Toronto Stock Exchange said it is reviewing the common shares
of Atlanta Gold Inc. with respect to meeting the continued listing
requirements.  The Company has been granted 210 days in which to
regain compliance with these requirements, pursuant to the
Remedial Review Process.

Based in Toronto, Atlanta Gold Inc. (Symbol: ATG) --
http://www.atgoldinc.com/-- operates a mineral exploration and
development company.


AURORA OIL: Gilbert Smith Replaes John McDevitt as President
------------------------------------------------------------
Aurora Oil & Gas Corporation disclosed in a November 14, 2008
filing with the Securities and Exchange Commission that John E.
McDevitt, who has served as Aurora Oil's President and Chief
Operating Officer since January 2008, resigned effective
immediately due family related issues.  Mr. McDevitt will continue
to serve as a director of the company for the remainder of his
term.

Effective immediately, the board of directors named Gilbert A.
Smith, 61, to replace Mr. McDevitt as President.  Mr. Smith has
served as the company's Vice President of Business Development
since February 2008 and will continue in this capacity in addition
to his role as President.  Mr. Smith has nearly 40 years of
domestic and international oil and gas experience with expertise
in land management, negotiations and government relations.  Mr.
Smith also currently serves as a Manager and Chief Operating
Officer of Acadian Energy, LLC.

On January 10, 2008, the company signed a non-binding letter of
intent to acquire Acadian.  In connection with the potential
acquisition of Acadian the company previously entered into two
separate operating agreements with Acadian to provide services and
funding for the maintenance and preservation of Acadian properties
anticipated to be transferred to the company upon closing of the
acquisition.  During October 2008, the company decided not to
proceed with the acquisition of Acadian.  Acadian currently owes
the company $200,000 for services and funding rendered under the
operating agreements.  The operating agreements are expected to be
terminated by the end of 2008.

From 2002 to 2006, Mr. Smith was Vice President of Land and
Contract Administration for CDX Gas, LLC.  From 1999 to 2001, Mr.
Smith worked as an independent consultant, performing
international strategic contract negotiation and business
development.  Mr. Smith worked for Sun Exploration and Production
company -- subsequently name Oryx Energy company -- from 1978
through 1999 where he served in various senior management
positions.

Mr. Smith's annual salary remains unchanged at $200,000 per year.
Mr. Smith is also covered under a change in control arrangement
designed to encourage key officers and employees to remain with
the company through any potential change in control.  For purposes
of this arrangement, "change in control" is defined in the change
in control agreement to cover various transactions or occurrences
resulting in a change in the company's stock or asset ownership.

The change of control agreement provides that during the two-year
period, the key officer or employee will (i) have a position and
duties commensurate to those of the officer prior to the change of
control, (ii) perform his or her services at a location within a
35-mile radius from the previous work site before the change in
control, and (iii) receive an annual base salary at least equal to
the employee's annual base salary prior to a change in control
unless a reduction occurs on a proportional basis simultaneously
with a company-wide reduction in senior management salaries.

In the event of a covered termination during the two-year period
following a change of control, the arrangement provides for (i)
the payment of an amount equal to either one or two times the
employee's annual salary as specified in each employee's
individual agreement, (ii) the provision for medical and dental
benefits for up to 24 months following the date of termination,
and (iii) benefits continuation substantially similar to those to
which the employee was entitled prior to the date of termination.
In the event of Mr. Smith's termination he is entitled to one
times his annual salary or $200,000.

Mr. Smith also has a stay bonus arrangement with the company which
provides that if a change in control occurs on or before Dec. 31,
2008, and Mr. Smith remains continuously employed with the company
through such change of control, Mr. Smith would be eligible for a
stay bonus in the amount of 50% of his current annual base salary
or $100,000.

                      About Aurora Oil & Gas

Based in Traverse City, Michigan, Aurora Oil & Gas Corporation
(Amex: AOG) -- http://www.auroraogc.com/-- is an independent
energy company focused on unconventional natural gas exploration,
acquisition, development and production with its primary
operations in the Antrim Shale of Michigan, the New Albany Shale
of Indiana and Kentucky, and the Woodford Shale of Oklahoma.

As reported by the Troubled Company Reporter on October 15, 2008,
Aurora Oil disclosed in a Securities and Exchange Commission
filing that it has received notices of defaults in relation to its
senior secured credit facility with BNP Paribas and an its second
lien term loan agreement with BNP, as the arranger and
administrative agent, and several other lenders forming a
syndication.  In August 2008, Laminar Direct Capital, LLC
succeeded BNP as the arranger and administrative agent for the
Term Loan.

Laminar and the syndicate under the Term Loan cannot take any
enforcement or similar actions against the company or its property
for at least 180 days pursuant to the terms of an Intercreditor
Agreement, dated Aug. 20, 2007 between the Term Loan syndicate and
the Senior Secured Credit Facility syndicate.

Aurora Oil's balance sheets as of September 30, 2008, show $248.5
million in total assets, and $133.8 million in total liabilities.
The company's balance sheets show strained liquidity.  The company
has $18.6 million in current assets, including $10.1 million in
cash; on $128.5 million in current liabilities.

In its quarterly report for the period ended September 30, 2008,
the company said its continued existence is dependent on (1) its
lenders' willingness to refrain from accelerating or demanding
repayment on current debt obligations, (2) restructuring the
company's current debt and interest payments, (3) securing
alternative financing arrangements, or (4) asset divestitures.
The company said management continues discussions with existing
lenders and is seeking alternative financing arrangements and
opportunities for asset divestitures.  Due to the recent events
within the banking industry the company is having difficulty
securing alternative financing arrangements.  There is no
assurance the lenders will not call the debt obligation or that
the company will be able to restructure or refinance its current
debt or sell assets.

Fidelity Management & Research Company in Boston, Massachusetts,
has disclosed that it may be deemed the beneficial owner of
3,958,153 shares or 3.829% of the company's Common Stock, as a
result of acting as investment adviser to various investment
companies.  The number of shares of the company's common stock
outstanding as of Nov. 5, 2008, was 103,432,788.


B MOSS CLOTHING: Court Approves to Access WFR Cash Collateral
-------------------------------------------------------------
The Hon. Novalyn L. Winfield of the United States Bankruptcy Court
for the District of New Jersey authorized B. Moss Clothing Company
Ltd. to access, on an interim basis, cash collateral securing
repayment of secured loan to Wells Fargo Retail Finance.

The proceeds of the lender's cash collateral will be used to pay
necessary postpetition operating expenses in accordance with the
budget.

Futhermore, the Debtor's right to use the lender's cash collateral
will terminate on the earliest to occur of, among other things:

  a) the close of business on Dec. 19, 2008, unless the Debtor's
     right is further extended by the Court;

  b) entry of order converting the case to Chapter 7, dismissing
     the case, or appointment of a trustee or examiner with
     expanded powers; and

  c) failure to obtain final Court approval of use of cash
     collateral by Dec. 31, 2008.

As adequate protection, the lender will receive (i) excess cash
flow payments; and (ii) replacement liens and security interests
on all real and personal property of the Debtor and its estate.

The lender provided as much as $5 million in revolving loans under
the loan and security agreement dated May 9, 2006, to the Debtor
secured by a first lien, security interest on all of the Debtor's
assets.

A full-text copy of the Debtor's Cash Collateral Budget is
available for free at http://ResearchArchives.com/t/s?35e2

                      About B. Moss Clothing

Headquartered in Secaucus, New Jersey, B. Moss Clothing Company
Ltd. -- http://www.bmossclothing.com/-- sells clothing Apparels.
The company filed for Chapter 11 protection on December 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.  When
the company filed for protection from its creditors, it listed
assets and debts between $10 million to $50 million each.


BANC OF AMERICA: S&P Junks Rating on Class O Certificates
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Inc.'s series 2005-2.
Concurrently, S&P affirmed its ratings on the remaining 18 classes
from this transaction.

The lowered ratings reflect the expected credit support erosion
upon the eventual resolution of the specially serviced loan
($28.2 million, 2%), as well as concerns regarding three
($42.4 million, 3%) of the five loans in the pool that have
reported low debt service coverage.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

The Grand Rivage at Brandon Lakes loan ($28.2 million, 2%) is the
only loan with the special servicer, Midland Loan Services Inc.,
and was transferred in October 2008 due to imminent default.  The
loan is secured by a 390-unit multifamily property built in 2000
and located in Brandon, Florida.  Based on a Sept. 30, 2008, rent
roll, the property was 77% occupied.  The loan has remained
current due to the mezzanine lender advancing funds; however, the
mezzanine lender has communicated its intention to sell the
position in the near future.

There are five loans ($78.2 million, 5%) in the pool that have low
reported DSC.  The loans are secured by office, retail, and self-
storage properties.  The loans have experienced an average decline
in DSC of 44.6% since issuance.  S&P's has credit concerns about
three ($42.4 million, 3%) of the five loans.  The properties
securing these loans have experienced a combination of declining
occupancy and higher operating expenses since issuance.  The two
loans that are not credit concerns are secured by properties that
have posted improved operating performance, based on interim
financial data provided by the servicer.  Details of the largest
loan, which is a credit concern, are:

  -- The Captain's Portfolio loan ($26.7 million, 2%) is secured
     by four office properties and one retail property, located in
     Houston and Austin, Texas.  As of March 31, 2008, the DSC for
     the loan was 1.17x, and the properties reported a combined
     occupancy of 76%, compared with 90% at issuance.  The decline
     in DSC and occupancy was primarily due to a decrease in
     revenue and an increase in expenses.  In addition, one of the
     properties experienced significant water damage as a result
     of Hurricane Ike.  The building is presently uninhabitable.
     The estimated damage is approximately $10.0 million; however,
     the property has casualty insurance that will cover the loss.

As of the Nov. 10, 2008, remittance report, the collateral pool
comprised 84 loans with an aggregate trust balance of
$1.464 billion, compared with 86 loans totaling $1.642 billion at
issuance.  The master servicer, Bank of America N.A., reported
financial information for 100% of the pool.  Ninety-five percent
of the servicer-provided information was full-year 2007 data.
Based on this data, S&P calculated a weighted average DSC of 1.78x
for the pool, up from 1.68x at issuance.  There is one delinquent
loan ($28.2 million, 2%) with the special servicer.  To date, the
trust has not experienced any losses.

The top 10 loans have an aggregate outstanding balance of
$683.7 million (47%) and a weighted average DSC of 1.87x, up from
1.86x at issuance.  S&P reviewed property inspection reports
provided by the master servicer for all of the assets underlying
the top 10 exposures.  Nine were characterized as "good," and one
was characterized as "excellent."

The credit characteristics of the Canyon Ranch, Phoenix Plaza, and
American Express Building, Minneapolis, are consistent with those
of investment-grade rated obligations.  Details of these loans
are:

  -- The second-largest loan in the pool, the Canyon Ranch loan,
     has a trust balance of $95.0 million (6%).  The loan is
     secured by two resort hotel properties, a 126-room hotel
     located in Lenox, Massachussetts, and a 189-room hotel
     located in Tucson.  The reported DSC was 3.08x as of year-end
     2007, compared with 2.25x at issuance.  S&P's adjusted
     valuation of the loan is comparable with the value at
     issuance.

  -- The fourth-largest loan in the pool, Phoenix Plaza, has a
     balance of $77.0 million (5%).  The loan is collateralized by
     two office buildings containing a total of 864,859 square
     feet, located in Phoenix.  Based on a June 30, 2008, rent
     roll, the buildings were 92.9% occupied.  S&P's adjusted net
     value for this loan is down 16% since issuance, primarily due
     to lower revenue.

  -- The sixth-largest loan in the pool, the American Express
     Building, Minneapolis, has a balance of $56.1 million (4%).
     The loan is collateralized by a 541,542 square foot office
     building located in Minneapolis, Minnessota, and is 100%
     occupied by American Express Travel Related Services Co.
      (A+/Watch Neg/--).  Standard & Poor's adjusted valuation of
     the loan is comparable with the value at issuance.

Bank of America reported a watchlist of eight loans with an
aggregate outstanding balance of $80.4 million (5%).  S&P 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 lowered and affirmed ratings.

                         Ratings Lowered

             Banc of America Commercial Mortgage Inc.
    Commercial mortgage pass-through certificates series 2005-2

        Class      To         From      Credit enhancement
        -----      --         ----      ------------------
        M          B          B+                   2.24%
        N          B-         B                    2.10%
        O          CCC+       B-                   1.40%

                        Ratings Affirmed

             Banc of America Commercial Mortgage Inc.
    Commercial mortgage pass-through certificates series 2005-2

             Class      Rating      Credit enhancement
             -----      ------      ------------------
             A3         AAA                   33.65%
             A4         AAA                   33.65%
             AAB        AAA                   33.65%
             A5         AAA                   33.65%
             AM         AAA                   22.44%
             AJ         AAA                   15.00%
             B          AA                    12.06%
             C          AA-                   10.94%
             D          A                      8.97%
             E          A-                     7.85%
             F          BBB+                   6.45%
             G          BBB                    5.19%
             H          BBB-                   3.93%
             J          BB+                    3.37%
             K          BB                     2.94%
             L          BB-                    2.52%
             XC         AAA                     N/A
             XP         AAA                     N/A

                      N/A - Not applicable.


BEAVER CREEK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Beaver Creek Development, LLC
        44 Winslow Road
        Quincy, MA 02169

Bankruptcy Case No.: 08-18994

Chapter 11 Petition Date: November 25, 2008

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

Bankrutpcy Judge: Henry Boroff

Debtors' Counsel: Sherrill R. Gould, Esq.
                  Gould Law Office
                  P.O. Box 752
                  Littleton, MA 01460
                  Tel: (978) 486-9566
                  E-mail: sherryesq@yahoo.com

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

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

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

The petition was filed by Gregg T. Rennie, the Debtor's manager.


BELLUS HEALTH: To Voluntarily Delist from NASDAQ Market
-------------------------------------------------------
BELLUS Health Inc. said it is preparing to voluntarily delist from
the NASDAQ Capital Market, while continuing to maintain a full
listing on the Toronto Stock Exchange.

In connection with its NASDAQ listing, the company received a
Deficiency Letter dated Dec. 1, 2008, from the NASDAQ Staff
stating that, for 10 consecutive trading days, the market value of
the company's listed securities had been below the minimum
$35,000,000 requirement for continued inclusion on the NASDAQ
Capital Market under Marketplace Rule 4310(c)(3)(B), and that the
Company would have until Dec. 31, 2008, to regain compliance.

The company's listing on the Toronto Stock Exchange is not
affected by the notice received from NASDAQ, nor by the decision
to voluntarily delist from this U.S. exchange.  The company
expects the delisting to take effect in early January 2009.

The company will continue to be subject to the filing and other
obligations of the U.S. securities laws applicable to non-U.S.
reporting companies during 2009.

According to the company, the decision to voluntarily delist is
reinforced by extreme short-term volatility in stock markets and
accordingly, in the Company's market value.  Daily fluctuations in
the price of BELLUS Health shares have resulted in the Company
moving in and then out of compliance with NASDAQ requirements over
the past weeks.  In light of the recent correspondence with
NASDAQ, the company has determined that the perceived benefit of
being listed on NASDAQ no longer merits the capital and human
investment involved in maintaining the listing.

The company said it has received confirmation from holders of at
least a majority in value of the $42,085,000 aggregate principal
amount of 6% convertible senior notes issued in November 2006 of
their intention to consent to an amendment to the Trust Indenture
governing the Notes, which would permit delisting from NASDAQ.

Listing of the company's securities on NASDAQ is a condition
to drawdown under the terms of the equity line of credit facility
concluded with Cityplatz Limited in August of 2006, as amended.
Delisting its common stock from NASDAQ will mean that the company
will no longer be able to avail itself of funds under the Credit
Facility.

The company said based on recent trading prices and volumes, the
total amount that could potentially be drawn down under the Credit
Facility is approximately US$1 million on an annual basis.

BELLUS Health Inc. (NASDAQ: BLUS; TSX: BLU)  --
http://www.bellushealth.com -- operates a health company that
develops health care products.


BNL DISTRIBUTION: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: BNL Distribution Services, Inc.
        100 A Centre Blvd.
        Marlton, NJ 08053

Case No.: 08-34227

Chapter 11
Petition Date: December 5, 2008

Court: U.S. Bankruptcy Court
       District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: E. Richard Dressel, Esq.
                  Flaster Greenberg
                  1810 Chapel Avenue West, 3rd Floor
                  Cherry Hill, NJ 08002
                  Tel: (856) 661-1900
                  Email: rick.dressel@flastergreenberg.com

Total Assets: $295,552

Total Debts:  $3,061,031

A list of the Debtor's 19 largest unsecured creditors is available
for free at:

        http://bankrupt.com/misc/njb08-34227.pdf


BOSTON LIGHT: Fitch Downgrades & Withdraws 'C/DR6' Ratings
----------------------------------------------------------
Fitch Ratings has downgraded, assigned a Distressed Recovery 6
rating, and withdrawn the ratings on the classes of notes issued
by Boston Light Structured Enhanced Return Vehicle Trust I (Boston
Light SERVES).  This rating action is effective immediately:

  -- $13,000,000 class A-1 downgraded to 'C/DR6' from 'CCC';
  -- $25,666,000 class A-2 downgraded to 'C/DR6' from 'CCC';
  -- $4,667,000 class B-1 downgraded to 'C/DR6' from 'CCC';
  -- $20,000,000 class B-2 downgraded to 'C/DR6' from 'CCC'

All classes are withdrawn.

Boston Light SERVES was a total rate of return collateralized loan
obligation with a market value liquidation trigger.  The
liquidation trigger was breached and uncured, resulting in an
early termination event.  Fitch expects minimal recovery on the
notes.


BROAD STREET: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Broad Street Advisors, LLC
        100 Park Avenue
        New York, NY 10017
        212-315-2400

Case No.: 08-14910

Chapter 11
Petition Date: December 7, 2008

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

Debtor's Counsel: Gerard DiConza, Esq.
                  DiConza Law, P.C.
                  630 Third Avenue, Seventh Floor
                  New York, NY 10017
                  Tel: (212) 682-4940
                  Fax: (212) 682-4942
                  Email: gdiconza@dlawpc.com

Estimated Assets: $100,001 to $500,000

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

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


CANTON PHYSICIANS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Canton Physicians Group, PLLC
        1883 Hwy 43 South, Ste. D
        Post Office Box 819
        Canton, MS 39046

Bankruptcy Case No.: 08-03690

Chapter 11 Petition Date: November 25, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Southern District of Mississippi
                  (Jackson Divisional Office)

Bankruptcy Judge: Neil P. Olack

Debtors' Counsel: Melanie T. Vardaman, Esq.
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050
                  E-mail: mvardaman@harrisgeno.com

Estimated Assets: $0 to $50,000

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

The Debtor declared Medical Business Solutions in Holly Springs,
Mississippi, as their single largest unsecured creditor, holding
$70,000 in claims.

The petition was filed by Louis Saddler, M.D., managing member of
the Debtor.


CASTLE HARBOR: Fitch Withdraws Junk & Distressed Recovery Ratings
-----------------------------------------------------------------
Fitch Ratings has assigned a Distressed Recovery 6 rating, and
withdrawn the ratings on the notes issued by Castle Harbor II,
Ltd.  This rating action is effective immediately:

  -- $21,000,000 class A notes to 'C/DR6' from 'C';
  -- $26,000,000 class B-1 notes to 'C/DR6' from 'C';
  -- $10,000,000 class B-2 notes to 'C/DR6' from 'C';
  -- $3,000,000 class C notes to 'C/DR6' from 'C';
  -- $8,350,000 combination notes to 'C/DR6' from 'C'.

All classes are withdrawn.

Castle Harbor II, Ltd. was a total rate of return collateralized
loan obligation with a market value liquidation trigger. The
liquidation trigger was breached and uncured, resulting in an
early termination event. Fitch expects minimal recovery on the
notes.


CC MEDIA: Clear Channel Tender Offers Prompt S&P's Junk Ratings
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on San Antonio, Texas-based CC Media Holdings Inc., which
is analyzed on a consolidated basis with its operating subsidiary
Clear Channel Communications Inc., to 'CC' from 'B.'  At the same
time, S&P lowered the issue-level ratings on five of the company's
senior unsecured note issues to 'C'.  S&P affirmed all other
issue-level ratings on secured and unsecured debt due to S&P's
expectation that these ratings will remain unchanged post a
potential tender offer transaction. The outlook is negative.

These actions follow the launch of tender offers by Clear Channel
for up to $300 million of five series of bonds maturing in 2010
through 2013.  In each case, the tender would represent a
significant discount to the par amount of the outstanding
unsecured issues, which diverges from the original obligation
terms. As a result, S&P views the tender offer as being tantamount
to a default.

Clear Channel is seeking to repurchase up to $200 million of its
7.65% senior notes due 2010, at a range of $500 to $650 per $1000
principal amount.  S&P would expect the company to use its
delayed-draw credit facility to fund this tender offer, which it
had originally planned to use to redeem the outstanding portion of
its 7.65% notes.  Since the company already has a committed
facility in place to refinance this issue at face value, and
because S&P's ratings reflect not just the ability but also the
willingness to meet obligations in full, S&P believes the subpar
tender offer reflects negatively on the company's commitment to
meet its debt obligations and may even presage further similar
subpar offers.

In addition, Clear Channel, through a newly formed unrestricted
subsidiary, CC Finco LLC, commenced a cash tender offer for up to
$100 million for four bond issues maturing in 2011 through 2013.
Due to the formation of the unrestricted subsidiary, the company
will be able to use an investment basket within the senior secured
credit agreement to fund the tender offers.  S&P would expect
these tender offers to be funded with the revolving credit
facility.

Upon consummation of the transaction, S&P would lower its ratings
on the senior unsecured notes tendered to 'D', and the corporate
credit rating to 'SD'.  As soon as possible thereafter, S&P will
reassess the company's business outlook and assign new ratings.
Due to the modest amount of debt being tendered for, the post-
tender capital structure would remain virtually unchanged.  It is
S&P's preliminary expectation that, in the event the tender
succeeds, S&P would raise the corporate credit rating back to 'B'
following the consummation of the tender transactions.

"Although S&P does not currently expect that circumstances will
result in a corporate credit rating below the single 'B' level,
S&P is concerned about declining EBITDA trends in the face of the
company's high debt leverage and narrow pro forma EBITDA coverage
of interest expense," said S&P's credit analyst Michael Altberg.

For the third quarter, revenue and EBITDA (excluding noncash stock
compensation) declined 4% and 16%, respectively, due to declines
in both radio and outdoor.  EBITDA coverage of interest was 3.6x
as of Sept. 30, 2008, while pro forma for a full year's interest
burden under the post-LBO capital structure, EBITDA coverage of
interest was low, at about 1.4x.  If EBITDA declines continue at
similar rates to the third quarter in 2009 and into 2010,
EBITDA coverage of interest would approach 1x.  Under this
scenario, the company would also be in jeopardy of violating its
financial covenants.  Although it is difficult to foresee economic
and business conditions in 2010, S&P believes there is sufficient
uncertainty around the company's ability to meet its obligations
in later years (which was already considered in the previous 'B'
corporate credit rating) to support S&P's conclusion that the
potential transaction constitutes a distressed tender offer.

Based on the expected 'B' corporate credit rating post tender, the
issue ratings on the company's existing first-lien senior secured
credit facility would remain at 'B' (the same level as the
expected corporate credit rating) following the completion of the
tender offer.  In addition, the issue-level ratings on the
company's unsecured debt would remain at 'CCC+' (two notches
below the expected corporate credit rating).


CCM MERGER: S&P Downgrades Corporate Credit Rating to 'B-' From B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Detroit, Michigan-based CCM Merger Inc. to 'B-' from
'B'.  This rating, along with all issue-level ratings on the
company, was placed on CreditWatch with negative implications.

The issue-level rating on CCM's senior secured credit facilities
was lowered to 'B+' (two notches higher than the 'B-' corporate
credit rating) from 'BB-'.  The recovery rating on this debt
remains at '1', indicating a very high expectation for full
recovery in the event of a payment default.

In addition, S&P lowered the issue-level rating on CCM's 8% senior
unsecured notes to 'CCC' (two notches lower than the 'B-'
corporate credit rating) from 'B-', and revised the recovery
rating on this debt to '6', indicating the expectation for
negligible (0% to 10%) recovery in the event of a payment default,
from '5'.

"The ratings downgrade reflects the increasingly challenging
operating environment," said S&P's credit analyst Michael Listner.
"It also reflects a deviation from our previous expectation that
CCM would continue to grow EBITDA in the mid-teen percentage area
during the second-half of 2008 due to the benefit of the tax roll
back, effective Jan. 1, 2008, which added 500 basis points to the
company's EBITDA margin."

Growth in gaming revenue has recently moderated in the Detroit
gaming market, leading to weaker credit measures for CCM and a
minimal cushion with respect to the company's total leverage
covenant, despite debt repayment during the third quarter.  While
net revenue for the first nine months of 2008 was relatively flat
over the prior-year period, it declined by approximately 2.3%
during the third quarter, largely attributable to declines in
casino revenues.  Growth in EBITDA also moderated during the
quarter and has now grown by 11% over the first nine months of
2008.  Given the deterioration in operating momentum, S&P now
predict year-over-year EBITDA growth in the high-single-digit area
for full-year 2008.  S&P expects that CCM will begin to report
moderate declines in EBITDA comparables beginning in the first
quarter of 2009, and possibly as soon as the fourth quarter of
2008, based on S&P's expectations for continued softness in
consumer spending and the anniversary of the tax rollback on
January 1.

The CreditWatch listing reflects S&P's concern over the
possibility of a near-term violation of the company's total
leverage covenant and an expectation for heightened leverage
during the second quarter of 2009.  The company will likely borrow
approximately $50 million under its revolver to repay its City of
Detroit Economic Development bond obligation due in May 2009.
Given the limited operating history of the completed facility,
EBITDA has been calculated for covenant compliance purposes by
annualizing year-to-date performance.  Based on this methodology,
CCM benefited by not giving consideration to EBITDA in the fourth
quarter of 2007.  (The fourth quarter is a seasonally weaker
quarter, and the MGM Grand Detroit opened its permanent facility
then.)  With respect to the fourth quarter of 2008, CCM will be
required to calculate EBITDA on a trailing-12-month basis, thereby
necessitating 30% growth in EBITDA from the prior-year period in
order to maintain covenant compliance (assuming no additional debt
repayment).  Given the current cushion with respect to the
leverage covenant, S&P expects that this growth assumption and the
need for continued deleveraging will prove to be challenging.
Although S&P felt in the past that banks would be amenable to an
amendment given that the property generates sufficient cash flow
to reduce debt, the shift in capital markets has created
uncertainty about the viability of an amendment and the resulting
terms, if granted.

While S&P believes that CCM will report full-year EBITDA growth,
S&P is concerned about the limited cushion the company has with
respect to its total leverage covenant.  S&P expects that the
deterioration in operating performance, combined with heightened
leverage to accommodate the May 2009 maturity and a step-down in
the company's total leverage covenant, will lead to a near-term
violation, absent an equity contribution from the owners of
Detroit Entertainment.

In resolving the CreditWatch listing, S&P will reassess the
prospects for operating performance and monitor the progress and
resulting terms of an expected amendment to the senior credit
facility.  S&P will also assess the impact that an amendment would
have on CCM's credit measures and liquidity position given the
need to address a $50 million bond obligation in May 2009.  The
rating could be lowered further within the next several weeks if
an adequate plan is not in place to address the pressures on the
capital structure.

                          PMI Capital I

                               To                 From
                               --                 ----
Preferred Stock (1 issue)     BB/Watch Neg       BB


CHARO COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Charo Community Development Corporation
        4301 E Valley Blvd
        Los Angeles, CA 90032

Case No.: 08-31076

Chapter 11
Petition Date: December 5, 2008

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

Judge: Samuel L. Bufford

Debtor's Counsel: Lewis R Landau, Esq.
                  23564 Calabasas Rd Ste 104
                  Calabasas, CA 91302
                  Tel: 888-822-4340
                  Fax: 888-822-4340
                  Email: lew@landaunet.com

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

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

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

        http://bankrupt.com/misc/cacb08-31076.pdf


CHENG HENG: Sec. 341(a) Meeting Set for December 9, 2008
--------------------------------------------------------
The United States Trustee for Region 12 will convene a meeting of
Cheng Heng, Inc.'s creditors at 10:15 a.m., on Dec. 9, 2008, at
the U.S. Courthouse, Room 1017, 300 South 4th Street, in
Minneapolis, Minnesota.

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 St. Paul, Minnesota, Cheng Heng, Inc. owns and operates
the South St. Paul Hotel and Conference Center.  Affiliate Wing
Heng, Inc. owns and operates the LaQuinta hotel.  The Debtors
filed separate petitions for Chapter 11 relief on Oct. 21, 2008
(D. Minn. Case No. 08-35467 and 08035466).

Matthew L. Fling, Esq., represents the Debtors as counsel.  Cheng
Heng listed between $10 million and $50 million in total assets
and the same range in total debts.  Wing Heng, Inc. listed between
$10 million and $50 million in total assets and between $1 million
and $10 million in total debts.


CHENIERE ENERGY: Special Stockholders' Meeting Slated for Jan. 30
-----------------------------------------------------------------
Cheniere Energy, Inc., will hold a special stockholders' meeting
at 9:00 a.m., Central Standard Time on January 30, 2009.  The
meeting will be held at Cheniere Energy's Board Room in Houston,
Texas.

Stockholders will be asked during the meeting to:

   -- consider and act upon a proposal to amend the company's
      Restated Certificate of Incorporation to increase the
      number of shares of authorized common stock of the company
      from 120,000,000 to 240,000,000;

   -- consider and act upon Amendment No. 4 to the Cheniere
      Energy, Inc. Amended and Restated 2003 Stock Incentive
      Plan to increase the number of shares of common stock
      available for issuance under the plan from 11,000,000 to
      21,000,000, increase the maximum number of shares that
      can be granted to any one individual during a calendar
      year from 1,000,000 to 3,000,000 and to add an additional
      permissible business criteria pursuant to which
      Performance Awards may be granted under the plan.

   -- transact other business as may properly come before the
      Meeting.

A full-text copy of Cheniere Energy's Proxy Statement pursuant to
Section 14(a) of the Securities Exchange Act of 1934 is available
at no charge at:

              http://ResearchArchives.com/t/s?35d0

Based in Houston, Texas, Cheniere Energy Inc. (NYSE Alternext:
LNG) -- http://www.cheniere.com/-- is developing a network of
three LNG receiving terminals and related natural gas pipelines
along the Gulf Coast of the United States.  Cheniere is pursuing
related business opportunities both upstream and downstream of the
terminals.  Cheniere is also the founder and holds a 30.0% limited
partner interest in a fourth LNG receiving terminal.

Cheniere Energy Inc.'s consolidated balance sheet at Sept. 30,
2008, showed $3.0 billion in total assets and $3.5 billion in
total liabilities, resulting in a $527 million stockholders'
deficit.  Cheniere Energy reported a net loss of $67.4 million for
the third quarter 2008 compared with a net loss of $53.5 million,
during the corresponding period in 2007.

The Troubled Company Reporter reported on Aug. 15, 2008, that
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Cheniere Energy Inc. and its 'B+' senior secured
rating on subsidiary Sabine Pass LNG L.P.  The outlook remains
negative.  The company had about $2.85 billion of total debt
outstanding as of June 30, 2008.  The affirmation followed the
company's announcement that it is about to complete a
$250 million convertible security financing to replace the
$95 million bridge loan and provide additional funds.


CHENIERE ENERGY: CEO & Other Officers Dispose of Company Shares
---------------------------------------------------------------
Officers of Cheniere Energy, Inc., disclosed in separate
regulatory filings with the Securities and Exchange Commission
that they disposed of company shares on Dec. 1, 2008.

Charif Souki, the company's chairman and CEO, disposed of 5,473
company shares at $2.76 per share.  Mr. Souki currently holds
572,552 shares.

Jean Abiteboul, the company's Senior Vice President-International,
dumped 2,487 shares at $2.76 a share.  He currently holds 180,434
shares.

Vice President and Chief Accounting Officer Jerry D. Smith
disposed of 1,323 shares for $2.76 apiece, reducing his stake to
31,734 shares.

Meg Gentle, Senior vice president-Strat. Plan and Finance, sold
off 1,805 shares at $2.76 apiece, cutting her stake to 199,270
shares.

Howard Davis Thames, senior vice president for Marketing at
Cheniere Energy, Inc., disclosed that he disposed of 1,805 shares
of the company's common stock.  Mr. Thames currently holds 193,719
shares.

R. Keith Teague, the company's Senior VP-Asset Group, dumped 1,805
shares for $2.76 a share, cutting his stake to 183,587 shares.

Prudential Financial, Inc. 22-3703799, disclosed in a November
filing with the SEC that it has ceased to be deemed the beneficial
owner of more than 5% of the outstanding Common Stock of the
company.  Prudential Financial said it no longer holds shares of
the company.

Jennison Associates LLC also has ceased to beneficially own
company shares.  Prudential Financial indirectly owns 100% of
equity interests of Jennison.

As of Oct. 31, 2008, there were 50,695,964 shares of Cheniere
Energy common stock, $0.003 par value, issued and outstanding.

Based in Houston, Texas, Cheniere Energy Inc. (NYSE Alternext:
LNG) -- http://www.cheniere.com/-- is developing a network of
three LNG receiving terminals and related natural gas pipelines
along the Gulf Coast of the United States.  Cheniere is pursuing
related business opportunities both upstream and downstream of the
terminals.  Cheniere is also the founder and holds a 30.0% limited
partner interest in a fourth LNG receiving terminal.

Cheniere Energy Inc.'s consolidated balance sheet at Sept. 30,
2008, showed $3.0 billion in total assets and $3.5 billion in
total liabilities, resulting in a $527 million stockholders'
deficit.  Cheniere Energy reported a net loss of $67.4 million for
the third quarter 2008 compared with a net loss of $53.5 million,
during the corresponding period in 2007.

The Troubled Company Reporter reported on Aug. 15, 2008, that
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Cheniere Energy Inc. and its 'B+' senior secured
rating on subsidiary Sabine Pass LNG L.P.  The outlook remains
negative.  The company had about $2.85 billion of total debt
outstanding as of June 30, 2008.  The affirmation followed the
company's announcement that it is about to complete a
$250 million convertible security financing to replace the
$95 million bridge loan and provide additional funds.


CHEROKEE RUN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cherokee Run Country Club, Inc.
        1595 Centennial Olympic Parkway
        Conyers, GA 30013
        Tel: (404) 231-4567

Bankruptcy Case No.: 08-84120

Chapter 11 Petition Date: November 25, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Northern District of Georgia (Atlanta)

Debtors' Counsel: Stephen H. Block, Esq.
                  Levine, Block & Strickland, LLP
                  2270 Resurgens Plaza
                  945 East Paces Ferry Road
                  Atlanta, GA 30326
                  Tel: (404) 231-4567

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

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

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

              http://bankrupt.com/misc/ganb08-84120.pdf

The petition was filed by Jong Kyu Kim, president of the Debtor.


CHRYSLER LLC: Gov't May Grant Loans Lesser Than Requested
---------------------------------------------------------
The Wall Street Journal reports that the draft for a $15 billion
loan package for Chrysler LLC, Ford Motor Co., and General Motors
Corp. was already sent to the White House for consideration.

According to Dow Jones Newswires, the amount of the loan package
was lesser than the $34 billion the automakers requested, but
would come before year-end.

                    The Bailout Plan Draft

According to WSJ, a legislative draft for financial assistance to
GM, Ford Motor, and Chrysler states that the government would get
equity warrants equal to 20% of the $15 billion emergency loans.
The draft was already sent to the White House, says WSJ.  The
draft indicated that the provision would allow taxpayers to
benefit if shares in the three companies were to appreciate,
serving as protection of public funds being used to help out the
companies, WSJ relates.  The taxpayer, states the report, would be
repaid first once the companies' financial fortunes turn around.

WSJ relates that the loans would come from a $25 billion program
that the Congress created in 2007 to lend money to the car makers
to let them invest in cleaner technology.

According to WSJ, the White House would appoint a "car czar" -- an
individual with executive experience -- to oversee the loan
program.  That officer, says the report, would monitor executive
compensation.  The report states that under the proposed loan
program, these could be taken out:

     -- bonuses to the top 25 senior workers at each of the
        companies,

     -- golden parachutes for senior employees leaving the
        companies, and

     -- dividends for investors in the three companies while
        money is owed to the taxpayer.

WSJ relates that the loans would mature in seven years, with a 5%
interest rate charged for the first five years, and 9% charged
thereafter.

The president could also appoint additional advisers, who would
establish appropriate procedures to guarantee that the plans
submitted to Congress by Ford Motor, GM, and Chrysler form a
viable long-term restructuring plan, WSJ reports.  Progress of the
restructuring would be reviewed within 45 days and the three
automakers must have a long-term restructuring program by the end
of the first quarter of 2009.

Citing a White House official, WSJ reports that the George W. Bush
administration had concerns with aspects of the draft for the
bailout.

Corey Boles at WSJ reports that additional oversight of GM, Ford
Motor, and Chrysler would be undertaken by the General
Accountability Office, the Congress' investigative arm.  The
report says that the three automakers would be required to open
their books to the GAO and any other information that the agency
required, and a special inspector general would be appointed to
conduct more supervision of the companies.

According to WSJ, the car czar would review any investment
decisions that exceed $25 million.  The companies, says WSJ, would
have to withdraw from participation in lawsuits challenging
proposed state laws on emissions standards.  Ford Motor, Chrysler,
and GM are involved in those legal challenges, the report states.

WSJ says that GM, Ford Motor, and Chrysler would be compelled to
divest any corporate aircraft they own or lease.  WSJ relates that
the companies must conduct a study on using any excess capacity at
their factories to make vehicles to sell to public transit
authorities.

Some lawmakers suggested over the weekend that the CEOs of the
three automakers resign, but that wasn't mentioned in the draft
legislation, WSJ reports.

According to WSJ, Sen. Robert Corker opposed the bill, claiming
that it lacked "teeth," while other senators including Rep. Barney
Frank, the lead negotiator for House Democrats on the bill, said
he was confident a final agreement could be reached.

                  UAW Wants Seat on GM's Board

WSJ relates that Marc McQuillen, president of UAW Local 2404 in
Charlotte, said that the union wants an equity stake in at least
GM and likely a seat on the company's board, in return for
modifying terms of a health-care agreement and suspending the Jobs
Bank to help the automakers secure loans from the government.
Changes to the UAW contract would have to take place by March 31,
2009, says the report.

UAW's top GM bargaining official, Cal Rapson, told leaders earlier
this month that a Special Attrition Package program would be
offered next year, WSJ states, citing Mr. McQuillen.  According to
the report, that program would be implemented if the government
approves some of the bailout money for buying workers out.

                    Democrats Propose Car Czar

Bankruptcy Law360 reports that Democrats in Congress sent a draft
proposal of a $15 billion bridge loan for General Motors Corp.,
Ford Motor Co. and Chrysler LLP to the White House for review
Monday.  The proposal, the report says, includes the appointment
of a "car czar" to oversee restructuring of the auto industry.

American Bankruptcy Institute says a comprehensive bailout for the
Detroit 3 could cost as much as $125 billion, and even the
companies themselves are hard pressed to dispute that figure.

ABI also relates that a GM Restructuring is likely to be painful
even if it receives a federal bailout.  According to ABI, the
federal oversight likely to be implemented will hit its investors,
creditors, dealers and workers almost as hard as if GM had filed
for bankruptcy protection.

                       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.


CHRYSLER LLC: UAW Open to Firm's Alliance With Other Automakers
---------------------------------------------------------------
The United Auto Workers' Vice President General Holiefield said
that the union is open to Chrysler LLC's seeking for an alliance
with a rival automaker, as long as it preserves as many jobs as
possible, Kevin Krolicki at Reuters reports.

Mr. Holiefield supervises UAW's relations with Chrysler.
According to Reuters, he said that UAW members at auto companies
were prepared to make further sacrifices to try to save the
automakers from bankruptcy.  Reuters quoted Mr. Holiefield as
saying, "What President [Ron] Gettelfinger is looking for, if
anything at all, is an alliance with someone that is compatible
with Chrysler to preserve the jobs."

         Obama Says Auto Industry Collapse Unacceptable

Nadine Elsibai at Bloomberg News reports that President-elect
Barack Obama said that allowing the U.S. auto industry to collapse
would be "unacceptable."  Reports say that General Motors Corp.,
Ford Motor Co., and Chrysler have submitted turnaround plans to
the Congress as a requirement for the government financial aid
they are seeking.

"I have said repeatedly that to allow the auto industry in the
United States to collapse precisely at a time that we are seeing
record joblessness is unacceptable.  What I've also said is that
it makes no sense for us to shovel more money into the problem if
you have not seen an auto industry that is committed to
restructuring," Bloomberg quoted Mr. Obama as saying.

The Congress is doing the right thing by asking for changes in the
auto industry as a condition for a bailout, The Associated Press
relates, citing Mr. Obama.

According to Bankruptcy Law360, lawyers say a bankruptcy by GM
could top the $1 billion in legal fees generated by the Enron
collapse.  Bankruptcy Law360 also notes that two law professors
who specialize in researching attorneys' fees in bankruptcy
proceedings, said court-awarded fees could reach as high as
$800 million for GM alone.

Bankruptcy Law360 relates that the costs of bankruptcy for GM,
Ford Motor, and Chrysler have been the subject of speculation
since the companies began making their cases for federal
assistance to avoid seeking Chapter 11.

American Bankruptcy Institute on Friday said the CEOs of GM, Ford
Motor, and Chrysler returned to Capitol Hill Thursday to find
themselves confronting considerable frustration from lawmakers and
the realization that even their strongest supporters might not be
able to muster the votes for a bailout package.

                       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.


CHRYSLER LLC: GETRAG Insists Contracts Are Executory
----------------------------------------------------
GETRAG Transmission Manufacturing, LLC, filed an adversary
complaint against Chrysler LLC before the U.S. Bankruptcy Court
for the Eastern District of Michigan.  GETRAG asked the Court to
find that:

   -- its contracts with Chrysler are executory contracts within
      the meaning of section 365 of the Bankruptcy Code; and

   -- Chrysler has violated the automatic stay provisions under
      section 362 of the Bankruptcy Code.

As reported by the Troubled Company Reporter on Nov. 18, 2008,
GETRAG filed for bankruptcy as a result of Chrysler's termination
of contractual agreements related to the construction and
operation of a dual clutch transmission manufacturing facility in
Tipton, Indiana.  Also as a result of Chrysler's actions, the
company was forced to terminate its operations in Tipton and
cancel the project.

GETRAG said Chrysler's termination of the agreements with respect
to the project was invalid.  Even if Chrysler properly terminated
the agreements, GETRAG said Chrysler has failed to perform certain
post-termination obligations under the agreements in violation of
the automatic stay.  GETRAG contends that Chrysler was required to
assume all agreements that the Debtor entered into that were
"reasonably necessary to support the Project" and to pay certain
amounts to which GETRAG was entitled upon termination of the
agreements.

The TCR reported that GETRAG owes $500 million to more than 200
parties related to the cost of construction of the plant, many of
whom asserted liens against the project under Indiana law.

The company and its German affiliate also filed a countersuit on
Oct. 30, 2008, against Chrysler to recover, among other elements,
costs associated with the project and reimbursement of all
expenses incurred by the company and its suppliers in connection
with the project.

           Transmission Supply Agreement With Chryler

Chrysler was required to purchase from the company all of its
annual requirements for dual clutch transmissions up to certain
volumes through model year 2020, with production to commence
October 2009 under the Transmission Supply Agreement between the
parties.  The agreement also required Chrysler to reimburse the
company for up to $305 million for machinery and equipment and
tooling costs.  Moreover, the agreement allowed the company to
obtain from banks or financial institutions senior debt financing
from the supply of the DCT to Chrysler.

Simultaneously with the TSA agreement, Chrysler and the comnpany
entered into a limited company agreement as a joint venture
company for overight of the project.  The LLC agreement set
procedures for resolution of disputes arising out of the TSA.  The
company's German affiliate GETGRAG KG aslo entered into a guaranty
agreement, wherein GETRAG will contribute $140 million in cash as
capital for the company towards project.

Along with the two agreements, the company, GETRAG KG and Chrysler
entered into a finance option agreement dated March 11, 2008 for
the purpose of governing the financing project.  Under the FOA,
the company and GETRAG KG agreed to use up to $300 million in debt
financing to fund the design, construction, equipment and
operation of the plant.  Financing for the project was to have
been arranged within 90 days of the execution of the FOA, subject
of adequate assurance by Chrysler; However, no financing was able
to be secured as Chrysler failed to give adequate assurances to
lenders as required by the FOA.

The FOA contemplated that debtor financing may not be obtained.
As a result, Chrysler agreed to backstop the company's and GETRAG
KG's investment in and financial commitment to the project.  As of
July 2008, Chrysler had authorized project costs and expenses in
excess of $437 million.

                    Termination of Agreements

Chrysler said in a letter on Oct. 17, 2008, it was terminating the
FOA, TSA and all other related agreements with respect to the
project, and commenced litigation against the company and GETRAG
KG in the 6th Judicial Circuit Court for the state of Michigan
seeking a determination that Chrysler is not obliged to perform
under the projects agreements due to alleged contract breach and
fraud but the company and GETRAG KG denied all allegations.

                    About GETRAG Transmission

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.GETRAG.de-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.

GETRAG filed for bankruptcy on November 17, 2008 (Bankr. E.D.
Mich. Case No. 08-68112).  The Hon. Marci B. McIvor presides over
the case.  Jayson Ruff, Esq., Jeffrey S. Grasl, Esq., and Stephen
M. Gross, Esq., at McDonald Hopkins in Bloomfield Hills, Michigan,
represent the Debtors.  When the Debtor filed for bankruptcy, it
estimated assets between $100 million and $500 million, and
estimated debts between $500 million and $1 billion.


CITIGROUP INC: General Growth Awaits OK on Debt Payment Extension
-----------------------------------------------------------------
Citigroup Inc. hasn't approved General Growth Properties Inc.'s
request for a nine-month extension of its payment deadline on
$900 million in debts, Kris Hudson at The Wall Street Journal
reports, citing people familiar with the matter.

As reported in the Troubled Company Reporter on Dec. 4, 2008,
General Growth said on Dec. 1 that it had reached an interim
agreement with the beneficial holder of the $58 million TRCLP
Notes to extend the maturity date of the Notes to Dec. 11, 2008.
The corporate debt was previously scheduled to mature by Dec. 1,
2008.  General Growth said on Nov. 30 that it reached an agreement
with its syndicate of lenders for a two-week extension of the Nov.
28 maturity date on its $900 million in loans secured by The
Fashion show and The Shoppes at the Palazzo, two of the Company's
premier Las Vegas properties.

According to Reuters, General Growth is under pressure to
refinance about $1.035 billion in debt maturing by year-end, and
another $3.07 billion maturing in 2008.  Citing sources, WSJ
relates that six banks, excluding Citigroup, already agreed to the
extension.  Citigroup said in a filing with the Securities and
Exchange Commission on Thursday that it had purchased about
14,245,462, or 5.3% of General Growth shares.

The sources said that Citigroup demanded a concession on a
different loan in return, according to Reuters.  The report states
that if General Growth doesn't get approval on a further debt
payment extension by Dec. 12, 2008 -- the new deadline -- the
company could be declared in default on that debt, which would
then trigger cross defaults on other General Growth debts and lead
to a Chapter 11 filing.

Morgan Stanley said in a filing with the SEC on Dec. 1, 2008, that
it has agreed to participate in the Temporary Liquidity Guarantee
Program of the Federal Deposit Insurance Corporation established
pursuant to 12 C.F.R. Part 370.  Morgan Stanley and The Bank of
New York Mellon entered into a fourth supplemental senior
indenture, dated as of Dec. 1, 2008, to the company's Senior
Indenture, dated as of Nov. 1, 2004, between the company and the
Trustee (as supplemented through Dec. 1, 2008, the Senior
Indenture), pursuant to which certain provisions governing those
senior unsecured debt securities of the company that are to be
covered by the FDIC's guarantee were incorporated into the Senior
Indenture, as required under the Temporary Liquidity Guarantee
Program.

On Dec. 2, 2008, Morgan Stanley completed the offer and sale of
$2,250,000,000 of its 2.90% Notes Due 2010, $2,500,000,000 of its
3.25% Notes Due 2011, $500,000,000 of its Floating Rate Notes Due
June 2011 and $500,000,000 of its Floating Rate Notes Due December
2011 and, on Dec. 4, 2008, the company completed the offer and
sale of $475,000,000 of its Floating Rate Notes due 2011.  Each
series of Notes is guaranteed by the FDIC under the Temporary
Liquidity Guarantee Program and was issued in the form of FDIC-
guaranteed fixed rate senior note or FDIC-guaranteed floating rate
senior note, as the case may be, that are filed as exhibits
hereto.  The company may, from time to time, issue additional
senior unsecured debt securities guaranteed by the FDIC pursuant
to the Temporary Liquidity Guarantee Program using these forms of
notes.

Citing Pershing Square's founder William Ackman, Reuters states
that Citigroup and Morgan Stanley primarily purchased shares to
reduce their risk in trades they entered with Pershing Square
Capital Management.

                      About Citigroup

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

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


CONSTELLATION COPPER: Wouldn't File 3rd Qtr. Financial Statements
-----------------------------------------------------------------
Constellation Copper Corporation said would not be filing its
third quarter unaudited financial statements by the required
filing date under applicable Canadian securities laws.

The Company is providing an update in accordance with National
Policy 12-203 Cease Trade Orders for Continuous Disclosure
Defaults.  The company said that it:

  -- advises that other than as set out in this press release,
     there is no material change in the information contained in
     the Notice of Default issued November 20, 2008.  The Company
     continues to attempt to reach an agreement with Jaguar
     Financial Corporation and Glencore International AG pursuant
     to the letter of intent announced on September 3, 2009 and to
     negotiate with secured creditor Investec Bank (UK) Limited;

  -- currently expects to file its interim financial statements
     for its third quarter ended Sept. 30, 2008, and Management
     Discussion & Analysis related thereto on or before Jan. 14,
     2009 as originally contemplated.

  -- advises that there are no other financial statements that
     are not expected to be filed within the time period set out
     by the security regulatory authorities.

  -- advises that there is no other material information
     concerning the affairs of the Company that has not been
     generally disclosed.

                   About Constellation Copper

Headquartered in Lakewood, Colorado, Constellation Copper
Corporation (CCU: TSX) -- http://www.constellationcopper.com/--
evaluates and develops mineral properties in the United States and
Mexico. The company holds its properties primarily through three
of its wholly owned subsidiaries, Lisbon Valley Mining Co. LLC,
Minera Terrazas S.A. de C.V. and San Javier del Cobre S.A. de C.V.
LVMC operates the Lisbon Valley copper mine, which comprises three
main deposits: Sentinel, Centennial and GTO, plus the Cashin
satellite deposit, with reserves and resources totaling +50
million tons and grading an average 0.48% copper. Minera Terrazas
holds the company's interest in the Terrazas zinc-copper project
located in north- central Mexico.  The property has a total
resource of 90 million tonnes grading 1.37% zinc and 0.32% copper
in two adjacent deposits. San Javier del Cobre S.A. de C.V. holds
the company's interest in the San Javier copper property located
in northwestern Mexico.


CRYPTEK INC: Seeks to Reject Employment Contracts and Leases
------------------------------------------------------------
Cryptek, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Virgina for authority to reject contracts with various
individuals, effective as of its bankruptcy filing date:

    1. Separation Agreement with Vicki Ton;
    2. Employment Agreement with Glenn Ritzmann;
    3. Employment Agreement with Mark Paiewonsky;
    4. Separation Agreement with Frank Natoli;
    5. Termination Agreement with Brian Hajost;
    6. Employment Agreement with Maureen Fitzgerald; and
    7. Separation Agreement and Release with William Anderson

The Debtor also seeks Court permission to walk from certain non-
residential real estate leases and a purchase contract with
Humansig Ltd., effective as of the filing date.

The Debtor is also seeking permission to pay pre-petition
obligations to employees, as well as certain prepetition wages,
salaries and other compensation.

Based in Sterling, Virginia, Cryptek Inc., dba Cryptek Secure
Communications, LLC, filed for chapter 11 protection on November
21, 2008 (Bankr. E.D. Va. Case No. 08-17324).  The Hon. Stephen S.
Mitchell oversees the case.  Matthew Marc Moore, Esq., at Shulman,
Rogers, Gandal, Pordy & Ecker, in Rockville, Maryland, represents
the Debtor.  When it filed for bankruptcy, it reported estimated
assets between $1,000,000 and $10,000,000, and estimated debts
between $10,000,000 and $50,000,000.


CRYPTEK INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Cryptek, Inc.
         dba Cryptek Secure Communications, LLC
        1501 Moran Road
        Sterling, VA 20166-9309

Bankruptcy Case No.: 08-17324

Chapter 11 Petition Date: November 21, 2008

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

Bankruptcy Judge: Stephen S. Mitchell

Debtors' Counsel: Matthew Marc Moore, Esq.
                  Shulman, Rogers, Gandal, Pordy & Ecker
                  11921 Rockville Pike, Third Floor
                  Rockville, MD 20852
                  Tel: (301) 230-5200
                  E-mail: mmoore@srgpe.com

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

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

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

              http://bankrupt.com/misc/vaeb08-17324.pdf

The petition was signed by Gary Hobbs, president and CEO of the
Debtor.


CYBRA CORP: Sept. 30 Balance Sheet Upside Down by $975,603
----------------------------------------------------------
Harold Brand, chief executive officer and interim chief financial
officer of CYBRA Corporation, disclosed in a regulatory filing
that the company has suffered recurring cash flow deficiencies and
losses from operations and has negative working capital, all of
which raise substantial doubt about its ability to continue as a
going concern.

As of September 30, 2008, the company's balance sheet showed total
assets of $2,664,203 and total liabilities of $3,639,806,
resulting in total stockholders' deficit of $975,603.  The company
posted a net loss of $467,304 for the quarter ended September 30,
2008.

"As of September 30, 2008, the company's principal sources of
liquidity were cash and cash equivalents of $265,694. The
company's operations used $942,991 in cash during the nine months
ended September 30, 2008. This increase in cash used in operating
activities is due to an increase in software development costs and
payroll expenses in launching our new product, EdgeMagic. The
company requires approximately $100,000 per month in total
operating costs. The company's cash balance at September 30, 2008
was $265,694. The company's working capital deficiency, excluding
deferred revenue of $328,859, was $2,801,011. The company believes
this is a relevant measurement of working capital, as deferred
revenue represents an obligation to provide future services
instead of a future cash outflow. However, to the extent that
costs do not include amortization, they will require future cash
outflows," Mr. Brand relates.

During the nine months ended September 30, 2008, the company
issued 854,522 shares of common stock to investors for proceeds of
$428,200.

On September 16, 2008, the company decided to extend its current
private placement in order to raise additional funds through the
sale of its common stock. The company anticipates closing this
round of financing by December 2008.

"On April 10, 2006, the company issued 8% Convertible Debentures
with a principal value of $2,500,000. The gross proceeds of this
transaction were $2,500,000, consisting of $2,080,000 cash,
$151,000 from the cancellation of debt incurred in 2005, $19,000
from the cancellation of debt incurred earlier in 2006 and
$250,000 applied as finders' fees. The convertible debenture
balance at September 30, 2008 was $2,336,520.  Interest on the
Debentures is due semiannually at 8% p.a. beginning December 31,
2006. Interest is also due upon conversion, redemption and
maturity. The Debentures mature on April 10, 2009, at which point
the full principal balance is due. The Debentures are convertible,
at the holders' option, into common stock of the company at a rate
of $0.50 face value for each share of common stock," Mr. Brand
relates.

"Our continued operations will depend upon the availability of
cash flow from operations and our ability to raise additional
funds through various financing methods. If sales or revenues do
not meet expectations, or cost estimates for development and
expansion of our business prove to be inaccurate, we will require
additional funding. If additional capital cannot be obtained, we
may have to delay or postpone acquisitions, development or other
expenditures which can be expected to harm our competitive
position, business operations and growth potential. There can be
no assurance that cash flow from operations will be sufficient to
fund our financial needs, or if such cash flow is not sufficient,
that additional financing will be available on satisfactory terms,
if at all. Changes in capital markets and the cost of capital are
unpredictable. Any failure to obtain such financing, or obtaining
financing on unfavorable terms, can be expected to have a material
adverse effect on our business, financial condition, results of
operations and future business prospects."

"We presently do not have the resources to pay the Debentures, and
it is unlikely that we will be able to generate adequate cash from
our operations to pay the Debentures when they become due.
Furthermore, we can provide no assurance that we will be able to
refinance the Debentures through new debt or equity financing or
extend the term of the Debentures. If we are able to refinance or
extend the term of the Debentures, the terms of such a refinancing
or extension of the term may be burdensome and result in dilution
to our shareholders."

"Although the terms of the Debentures permit us to force
conversion, subject to certain conditions, we can provide no
assurance that we will be able to satisfy those conditions and
force conversion of the Debentures before they mature on
April 10, 2009. If we are unable to pay the Debentures or force
their conversion on or before their maturity date, the holders of
the Debentures can declare a default and demand their immediate
payment. In such a case, we may be required to seek protection
under the federal or state bankruptcy laws or take other actions
that could impair our ability to continue our operations," Mr.
Brand relates.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?35e5

CYBRA Corporation is a software developer, publisher, and systems
integrator in the IBM midrange market.  Its flagship product,
MarkMagicTM, is an online bar code software product for IBM System
i (formerly known as the AS/400) computers.  Substantially all of
the company's accounts receivable are due from manufacturing
companies and software vendors located throughout the United
States.


DANIEL PURSE: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Daniel R. Purse
          mem Skippers Family Park, LLC
          mem Last Train, LLC
          mem FWash, LLC
        990 E. Dogwood Ave.
        Centennial, CO 80124

Joint Debtor: Anne W. Purse

Bankruptcy Case No.: 08-28878

Chapter 11 Petition Date: November 25, 2008

Bankruptcy Court: United States Bankruptcy Court
                  District of Colorado (Denver)

Bankruptcy Judge: A. Bruce Campbell

Debtors' Counsel: F. Kelly Smith, Esq.
                  216 16th St., Ste. 1210
                  Denver, CO 80202
                  Tel: (303) 592-1650
                  Fax: 303-592-1701
                  E-mail: fkellysmith@tde.com

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

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

A list of the Debtor's 12 largest unsecured creditors is available
at no charge at:

              http://bankrupt.com/misc/cob08-28878.pdf


DELTAGEE INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: DeltaGEE, Inc.
          fka Magnetic Torque International, Inc.
          fka International Separation Systems, Inc.
        6800 Versar Center, Suite 301
        Springfield, VA 22151

Bankruptcy Case No.: 08-17376

Chapter 11 Petition Date: November 24, 2008

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

Debtors' Counsel: Tara L. Elgie, Esq.
                  LeClair Ryan
                  225 Reinekers Lane Suite 700
                  Alexandria, VA 22314
                  Tel: (703) 647-5932
                  E-mail: tara.elgie@leclairryan.com

Total Assets: $245,732

Total Debts: $2,372,727

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

              http://bankrupt.com/misc/vaeb08-17376.pdf

The petition was filed by Gary Hobbs, president and CEO of the
Debtor.


DOWNEY SAVINGS: FDIC Sets Feb. 26 Bar Date to File Proofs of Claim
------------------------------------------------------------------
The Federal Deposit Insurance Corporation, as receiver for Downey
Savings & Loan Association, F.A., in Dallas Texas, has set
Feb. 26, 2009, as the bar date for all Downey Savings & Loan
Association's creditors to submit their proofs of claim against
the Debtor.

All proofs of claim must be sent to:

     FDIC as Receiver of Downey Savings
       & Loan Association, F.A.
     Attn: Rod Moran
     1601 Bryan Street, Dallas
     TX 75201

FDIC has arranged for the transfer of the insured deposits
from the Debtor to another insured depository institution, U.S.
Bank National Association, in Cincinnati, Ohio.

Insured deposit holders may leave their deposits in the new
institution, but must take action to claim ownership of their
respective deposits.

FDIC says this arrangement should minimize the inconvenience on
the part of the depositor as a result the closing of Downey
Savings & Loan Association.

Depositors should claim their deposits at U.S. Bank National
Association on or before May 21, 2010, or the funds will be
transferred back to FDIC.

As reported in the Troubled Company Reporter on Nov. 24, 2008,
U.S. Bank, National Association, Minneapolis, Minn., acquired the
banking operations, including all the deposits, of Downey Savings
and Loan Association, F.A., Newport Beach, Calif., and PFF Bank &
Trust, Pomona, Calif., in a transaction facilitated by the Federal
Deposit Insurance Corporation.

The combined 213 branches of the two organizations will reopen as
branches of U.S. Bank under their normal business hours, including
those with Saturday hours.  Depositors will automatically become
depositors of U.S. Bank.  Deposits will continue to be insured by
the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.


ECLIPSE AVIATION: Wants to Hire Young Conaway as Counsel
--------------------------------------------------------
Eclipse Aviation Corporation and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
permission to employ Young Conaway Stargatt & Taylor LLP as their
attorney.

The firm will:

  a) provide legal advice with respect to the Debtors' powers
     and duties as debtors in possession in the continued
     operation of their business and management of their
     properties;

  b) prepare and pursue confirmation  of a plan and approval
     of disclosure statement;

  c) prepare on behalf of the Debtors necessary applications,
     motions, answers, orders, reports and other legal papers;

  d) appear in Court and to protect the interest of the Debtors
     before the Court; and

  e) perform all other legal services for the Debtors which may be
     necessary and proper in these proceedings;

The firm's professionals and their compensation rates are:

     Designation                 Hourly Rate
     -----------                 -----------
     Joseph M. Barry, Esq.          $390
     Donald J. Bowman, Jr., Esq.    $305
     Michael S. Neirburg, Esq.      $240
     Debbie Laskin                  $200

Joseph M. Barry, Esq., an attorney at the firm, assures the Court
that the firm does not hold any interest adverse to the Debtors'
estates and their creditors.

Mr. Barry can be reached at:

     Josehph M. Barry, Esq.
     Young Conaway Stargatt & Taylor LLP
     The Brandywine Building
     100 West Street, 17th Floor
     PO Box 391
     Wilmington, Delaware 19899-0391
     Tel: (302) 571-6600

                       About Eclipse Aviation

Albuquerque, New Mexico-based Eclipse Aviation Corporation --
http://www.eclipseaviation.com/-- makes six-passenger planes
powered by two Pratt & Whitney turbofan engines.  The company
filed for Chapter 11 protection on Nov. 25, 2008 (Bankr. D.
Delaware Case No. 08-13031).  The company listed assets of
$100 million to $500 million and debts of more than $1 billion.


EMAD OBAIDI: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Emad Sadik Obaidi
        P.O. Box 207
        Pacific Grove, CA 93950

Case No.: 08-57051

Chapter 11
Petition Date: December 5, 2008

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

Judge: Marilyn Morgan

Debtor's Counsel: Scott J. Sagaria, Esq.
                  333 W San Carlos St. #1625
                  San Jose, CA 95110
                  Tel: (408) 279-2288
                  Email: sjsagaria@sagarialaw.com

Total Assets: $6,345,000

Total Debts:  $4,046,594

A list of the Debtor's 12 largest unsecured creditors is available
for free at:

        http://bankrupt.com/misc/canb08-57051.pdf


ENCLAVE @ NEWPORT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Enclave @ Newport Lakes, LLC
        13245 Atlantic Blvd., Suite 4-351
        Jacksonville, FL 32225

Bankruptcy Case No.: 08-42349

Chapter 11 Petition Date: November 25, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Southern District of Georgia (Savannah)

Debtors' Counsel: James L. Drake, Jr., Esq.
                  P. O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  E-mail: jdrake7@bellsouth.net

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

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

Debtor's 3 largest unsecured creditors:

   Entity                Nature of Claim        Amount of Claim
   ------                ---------------        ---------------
Kern-Coleman & Co.       Engineering Services   $274,500
c/o John S. Kern, P.E.
P.O. Box 15179
Savannah, GA 31416

Handco, LLC              Promissory Note        $264,072
c/o Doug Henrick
171 Liberty Square
Brunswick, GA 31525

Sussman, Jaffe &         Accounting Services    $2,025
Co., PA
Certified Public
Accountants
c/o Charles R. Sussman,
C.P.A.
5150 Belfort Road,
Building 300
Jackonsville, FL 32256

The petition was signed by James M. Alexander, the Debtor's
managing member.


FIDELITY NAT'L: AM Best Puts Rating on ICR at 'bbb'; Outlook Neg.
-----------------------------------------------------------------
A.M. Best Co. has placed the financial strength rating of A
(Excellent) and issuer credit ratings of "a" of Fidelity National
Financial Group (Fidelity) and its eight title insurance members
under review with negative implications.

In addition, A.M. Best has placed the ICR of "bbb" of Fidelity
National Financial, Inc. (headquartered in Jacksonville, FL)
(FNF: FNF 13.77, +13.77, 0.0%) under review with negative
implications.

Previously, the ratings were removed from under review following
the announcement of the termination of Fidelity's proposed merger
agreement with LandAmerica Financial Group, Inc. (LandAmerica)
(Virginia) the third-largest national writer of title insurance in
the United States, following a two week due diligence period,
which expired on Nov. 21, 2008.

The ratings of FNF and Fidelity have been placed under review as
A.M. Best assesses the implications of Fidelity's newly announced
plans, which were not previously disclosed to A.M. Best,
concerning acquiring four insurance underwriting companies of
LandAmerica, following the announcement of LandAmerica's filing
for Chapter 11 bankruptcy protection.

The stock purchase agreement calls for Fidelity's leading title
insurance subsidiaries to acquire four LandAmerica insurance
underwriters.  Specifically, Chicago Title Insurance Company
(Omaha, NE) will acquire Commonwealth Land Title Insurance Company
and Commonwealth Land Title of New Jersey, while Fidelity National
Title Insurance Company (Santa Barbara, CA) will acquire Lawyers
Title Insurance Corporation and United Capital Title.  The total
purchase price will be approximately $300 million.

The proposed acquisitions are expected to result in a significant
increase in underwriting leverage for Fidelity, which may result
in adversely impacting its financial strength and risk-adjusted
capitalization.

Additionally, the acquisition is expected to carry execution risks
of integrating two large insurance organizations.  The proposed
transaction, which will result in the largest title insurance
organization in the United States, will be subject to regulatory
and judicial approvals including federal anti-trust review, final
approved orders by the Chapter 11 court, and approvals from all
applicable state insurance regulators.

A.M. Best expects to resolve the under review status of the
ratings following the closing of the transaction which is expected
to occur by year-end 2008, along with obtaining further
information from management.

The FSR of A (Excellent) and ICRs of "a" have been placed under
review with negative implications for Fidelity National Financial
Group and its following members:

-- Alamo Title Insurance
-- Chicago Title Insurance Company of Oregon
-- Chicago Title Insurance Company
-- Fidelity National Title Insurance Company
-- National Title Insurance of New York, Inc.
-- Security Union Title Insurance Company
-- Ticor Title Insurance Company of Florida
-- Ticor Title Insurance Company

The ICR of "bbb" has been placed under review with negative
implications for Fidelity National Financial, Inc.

Founded in 1899, A.M. Best Company -- http://www.ambest.com--
is a global full-service credit rating organization dedicated to
serving the financial and health care service industries,
including insurance companies, banks, hospitals and health care
system providers.


FORD MOTOR: Seeks to Extricate Itself From Rivals' Woes
-------------------------------------------------------
Sharon Terlep at Dow Jones Newswires reports that Ford Motor Co.
is making efforts to differentiate itself from General Motors
Corp. and Chrysler LLC, as the U.S. automakers seek government
financial assistance.

According to Dow Jones, Ford Motor said that it has sufficient
cash to survive an economic downturn that made it hard for
companies to access credit and led to declines in auto sales.  The
report says that Ford Motor is asking for a $9 billion backup line
of credit in case conditions deteriorate even more than
anticipated.

Dow Jones quoted Ford Motor spokesperson Mark Truby as saying, "We
think it's important for people to understand that the Ford story
is different -- in terms of liquidity, in terms of the quality,
safety and fuel economy of our vehicles and the progress we have
made reducing our brands and merging our global operations.  The
Detroit Three are not one company."

Dow Jones relates that Sen. Christopher Dodd said in CBS's Face
the Nation program on Sunday, "Ford is fairly healthy, so we don't
want to brand all of these companies exactly the same way."

Sen. Dodd suggested that GM CEO Rick Wagoner "move on," says Dow
Jones.  The senator, according to the report, also supported a
merger of GM and Chrysler.

Dow Jones states that the $15 billion loan package that would
deliver help by Dec. 15 would be less than the $34 billion the
automakers requested, but would come before year-end.

                    The Bailout Plan Draft

According to WSJ, a legislative draft for financial assistance to
GM, Ford Motor Co., and Chrysler LLC states that the government
would get equity warrants equal to 20% of the $15 billion
emergency loans.  The draft was already sent to the White House,
says WSJ.  The draft indicated that the provision would allow
taxpayers to benefit if shares in the three companies were to
appreciate, serving as protection of public funds being used to
help out the companies, WSJ relates.  The taxpayer, states the
report, would be repaid first once the companies' financial
fortunes turn around.

WSJ relates that the loans would come from a $25 billion program
that the Congress created in 2007 to lend money to the car makers
to let them invest in cleaner technology.

According to WSJ, the White House would appoint a "car czar" -- an
individual with executive experience -- to oversee the loan
program.  That officer, says the report, would monitor executive
compensation.  The report states that under the proposed loan
program, these could be taken out:

     -- bonuses to the top 25 senior workers at each of the
        companies,

     -- golden parachutes for senior employees leaving the
        companies, and

     -- dividends for investors in the three companies while
        money is owed to the taxpayer.

WSJ relates that the loans would mature in seven years, with a 5%
interest rate charged for the first five years, and 9% charged
thereafter.

The president could also appoint additional advisers, who would
establish appropriate procedures to guarantee that the plans
submitted to Congress by Ford Motor, GM, and Chrysler form a
viable long-term restructuring plan, WSJ reports.  Progress of the
restructuring would be reviewed within 45 days and the three
automakers must have a long-term restructuring program by the end
of the first quarter of 2009.

Citing a White House official, WSJ reports that the George W. Bush
administration had concerns with aspects of the draft for the
bailout.

Corey Boles at WSJ reports that additional oversight of GM, Ford
Motor, and Chrysler would be undertaken by the General
Accountability Office, the Congress' investigative arm.  The
report says that the three automakers would be required to open
their books to the GAO and any other information that the agency
required, and a special inspector general would be appointed to
conduct more supervision of the companies.

According to WSJ, the car czar would review any investment
decisions that exceed $25 million.  The companies, says WSJ, would
have to withdraw from participation in lawsuits challenging
proposed state laws on emissions standards.  Ford Motor, Chrysler,
and GM are involved in those legal challenges, the report states.

WSJ says that GM, Ford Motor, and Chrysler would be compelled to
divest any corporate aircraft they own or lease.  WSJ relates that
the companies must conduct a study on using any excess capacity at
their factories to make vehicles to sell to public transit
authorities.

Some lawmakers suggested over the weekend that the CEOs of the
three automakers resign, but that wasn't mentioned in the draft
legislation, WSJ reports.

According to WSJ, Sen. Robert Corker opposed the bill, claiming
that it lacked "teeth," while other senators including Rep. Barney
Frank, the lead negotiator for House Democrats on the bill, said
he was confident a final agreement could be reached.

                  UAW Wants Seat on GM's Board

WSJ relates that Marc McQuillen, president of UAW Local 2404 in
Charlotte, said that the union wants an equity stake in at least
GM and likely a seat on the company's board, in return for
modifying terms of a health-care agreement and suspending the Jobs
Bank to help the automakers secure loans from the government.
Changes to the UAW contract would have to take place by March 31,
2009, says the report.

UAW's top GM bargaining official, Cal Rapson, told leaders earlier
this month that a Special Attrition Package program would be
offered next year, WSJ states, citing Mr. McQuillen.  According to
the report, that program would be implemented if the government
approves some of the bailout money for buying workers out.

                    Democrats Propose Car Czar

Bankruptcy Law360 reports that Democrats in Congress sent a draft
proposal of a $15 billion bridge loan for General Motors Corp.,
Ford Motor Co. and Chrysler LLP to the White House for review
Monday.  The proposal, the report says, includes the appointment
of a "car czar" to oversee restructuring of the auto industry.

American Bankruptcy Institute says a comprehensive bailout for the
Detroit 3 could cost as much as $125 billion, and even the
companies themselves are hard pressed to dispute that figure.

ABI also relates that a GM Restructuring is likely to be painful
even if it receives a federal bailout.  According to ABI, the
federal oversight likely to be implemented will hit its investors,
creditors, dealers and workers almost as hard as if GM had filed
for bankruptcy protection.

                      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: September 30 Balance Sheet Upside-Down by $2 Billion
----------------------------------------------------------------
Ford Motor Company's balance sheet data at Sept. 30, 2008, showed
total assets of $242.0 billion and total liabilities of
$244.0 billion and a stockholders' deficit of about $2 billion.

Ford Motor reported net loss of $129 million for the third quarter
of 2008 compared to net loss of $380 for the third quarter of
2007.

Ford Motor's third quarter pre-tax operating loss from continuing
operations, excluding special items, was $2.7 billion, down from a
$194 million profit a year ago.

Ford Motor's third quarter revenue was $32.1 billion, down from
$41.1 billion a year ago.  The decline reflects lower volume, the
sale of Jaguar Land Rover, changing product mix and lower net
pricing, partly offset by favorable changes in currency exchange
rates.

For the nine months ended Sept. 30, 2008, the company reported net
loss of $8.6 billion compared with net income of $88 million for
the same period in the previous year.

                Liquidity and Capital Resources

Debt and Net Cash

At Sept. 30, 2008, the company's Automotive sector had total debt
of $26.1 billion, compared with $27 billion at Dec. 31, 2007.  At
Sept. 30, 2008, its Automotive sector had negative net cash of
about $7.2 billion, compared with positive net cash of $7.6
billion at the end of 2007.  The $14.8 billion reduction in net
cash reflects a $15.7 billion reduction in gross cash, offset
partially by about $900 million in lower debt.

Credit Facilities

At Sept. 30, 2008, the company has $12.3 billion of contractually-
committed credit facilities with financial institutions, including
$11.5 billion pursuant to a senior secured credit facility
established in December 2006 and about $800 million of Automotive
unsecured credit facilities.

Automotive gross cash, including cash and cash equivalents, net
marketable securities and loaned securities, was $18.9 billion on
Sept. 30, down from $26.6 billion at the end of the second
quarter.  The decrease reflects Automotive pre-tax operating
losses, changes in working capital and other timing differences,
and upfront subvention payments to Ford Credit.

Ford Motor's Automotive cash flow during the third quarter was
significantly affected by a number of unique factors during the
quarter, including the decision to reduce truck production to
allow for an orderly sell-down of dealer inventories to make way
for new models.  Overall, Ford Motor's third quarter production
levels were more than 100,000 units below retail sales and nearly
500,000 units below the second quarter levels.  This had a
substantial impact on profits, and the decline in production
resulted in about a $3 billion reduction in payables during the
quarter.

The company also disclosed additional actions to reduce costs and
improve Automotive gross cash to enable Ford Motor to continue to
implement its product-led transformation plan despite the
continued weakness in the worldwide automotive market and economic
environment.

Improvement actions include: an additional 10% reduction in North
American salaried personnel-related costs; a reduction in capital
spending enabled by efficiencies in Ford Motor's worldwide
engineering and product development; a reduction in manufacturing,
information technology, and advertising costs due to the company's
"One Ford" worldwide operations; and a reduction of inventories.
Ford also said it would continue to explore divestitures of non-
core assets and utilize equity-for-debt swaps and other
incremental sources of financing to strengthen the company's
balance sheet.

At the same time, Ford reiterated its continued investment in the
smaller, more fuel-efficient, high-quality products that will
result in a more balanced portfolio.  Ford Motor confirmed that
nearly all planned product programs remain on track and on time --
aside from a few select vehicles that will be deferred until
industry volumes recover.  Ford Motor will, however, reduce
spending for large vehicles in declining segments.

In addition, Ford Motor said it will continue working with a
number of governments around the world to maximize the
availability of funding to provide further protection against the
uncertain economic environment that the entire automotive industry
is facing.

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

                       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: Names Jost Capito as Global Performance Director
------------------------------------------------------------
Ford Motor Company has appointed Jost Capito to the newly-created
position of Global Performance Vehicles and Motorsport Business
Development Director.  Mr. Capito will take up his new position in
January 2009.

In his new role, Mr. Capito will be responsible for the global
development of Ford Motor's performance vehicles business.  The
North American SVT and European TeamRS performance vehicle
organizations will come together, both reporting to Mr. Capito, to
focus on the development of global performance vehicles, and the
implementation of consistent vehicle attributes and DNA in future
Ford Motor performance models.

Additionally, Mr. Capito will assume responsibility for global
motorsport business strategy and aligning Ford Motor's global
motorsport plans and programs.  He will lead the development of
motorsport opportunities for Ford's future global car products
around the world, advising and working closely with the company's
regional Motorsports directors.

Mr. Capito joined Ford of Europe in October 2001 as director of
Special Vehicle Engineering. Between 2003 and 2007, he assumed
responsibility for Ford of Europe's motorsport and performance
vehicle programs, leading the company's successful World Rally
Championship efforts and winning Manufacturers' Championship
titles for the BP Ford Abu Dhabi World Rally team in 2006 and
2007.  In November 2007, Capito was appointed Vehicle Line
Director for Ford of Europe's Performance Vehicles, and since then
has led the development of the eagerly-awaited new Focus RS road
car which will be launched in Europe in the first quarter of 2009.
He was also responsible for European Fiesta ST and Focus ST
performance models.

Mr. Capito is 50 years old, and currently lives with his family in
the U.K.  In his new position, he will relocate to Ford Motor's
World Headquarters in Dearborn, Michigan.

"Performance vehicles and motorsport have been important to Ford
since the company was founded more than a century ago. With Jost's
immense experience in both areas, performance vehicles and
motorsport, we expect that tradition to continue and be
strengthened within our One Ford strategy," said Hermann
Salenbauch, Director of Advanced Product Creation and Performance
Vehicles, Ford Motor Company.

         Obama Says Auto Industry Collapse Unacceptable

Nadine Elsibai at Bloomberg News reports that President-elect
Barack Obama said that allowing the U.S. auto industry to collapse
would be "unacceptable."  Reports say that General Motors Corp.,
Ford Motor, and Chrysler have submitted turnaround plans to the
Congress as a requirement for the government financial aid they
are seeking.

"I have said repeatedly that to allow the auto industry in the
United States to collapse precisely at a time that we are seeing
record joblessness is unacceptable.  What I've also said is that
it makes no sense for us to shovel more money into the problem if
you have not seen an auto industry that is committed to
restructuring," Bloomberg quoted Mr. Obama as saying.

The Congress is doing the right thing by asking for changes in the
auto industry as a condition for a bailout, The Associated Press
relates, citing Mr. Obama.

According to Bankruptcy Law360, lawyers say a bankruptcy by GM
could top the $1 billion in legal fees generated by the Enron
collapse.  Bankruptcy Law360 also notes that two law professors
who specialize in researching attorneys' fees in bankruptcy
proceedings, said court-awarded fees could reach as high as
$800 million for GM alone.

Bankruptcy Law360 relates that the costs of bankruptcy for GM,
Ford Motor, and Chrysler have been the subject of speculation
since the companies began making their cases for federal
assistance to avoid seeking Chapter 11.

American Bankruptcy Institute on Friday said the CEOs of General
Motors, Ford and Chrysler returned to Capitol Hill Thursday to
find themselves confronting considerable frustration from
lawmakers and the realization that even their strongest supporters
might not be able to muster the votes for a bailout package.

                       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-'.


GENERAL GROWTH: Awaits Citigroup OK on Debt Payment Extension
-------------------------------------------------------------
Citigroup Inc. hasn't approved General Growth Properties Inc.'s
request for a nine-month extension of its payment deadline on $900
million in debts, Kris Hudson at The Wall Street Journal reports,
citing people familiar with the matter.

As reported in the Troubled Company Reporter on Dec. 4, 2008,
General Growth said on Dec. 1 that it had reached an interim
agreement with the beneficial holder of the $58 million TRCLP
Notes to extend the maturity date of the Notes to Dec. 11, 2008.
The corporate debt was previously scheduled to mature by Dec. 1,
2008.  General Growth said on Nov. 30 that it reached an agreement
with its syndicate of lenders for a two-week extension of the Nov.
28 maturity date on its $900 million in loans secured by The
Fashion show and The Shoppes at the Palazzo, two of the Company's
premier Las Vegas properties.

According to Reuters, General Growth is under pressure to
refinance about $1.035 billion in debt maturing by year-end, and
another $3.07 billion maturing in 2008.  Citing sources, WSJ
relates that six banks, excluding Citigroup, already agreed to the
extension.  Citigroup said in a filing with the Securities and
Exchange Commission on Thursday that it had purchased about
14,245,462, or 5.3% of General Growth shares.

The sources said that Citigroup demanded a concession on a
different loan in return, according to Reuters.  The report states
that if General Growth doesn't get approval on a further debt
payment extension by Dec. 12, 2008 -- the new deadline -- the
company could be declared in default on that debt, which would
then trigger cross defaults on other General Growth debts and lead
to a Chapter 11 filing.

Morgan Stanley said in a filing with the SEC on Dec. 1, 2008, that
it has agreed to participate in the Temporary Liquidity Guarantee
Program of the Federal Deposit Insurance Corporation established
pursuant to 12 C.F.R. Part 370.  Morgan Stanley and The Bank of
New York Mellon entered into a fourth supplemental senior
indenture, dated as of Dec. 1, 2008, to the company's Senior
Indenture, dated as of Nov. 1, 2004, between the company and the
Trustee (as supplemented through Dec. 1, 2008, the Senior
Indenture), pursuant to which certain provisions governing those
senior unsecured debt securities of the company that are to be
covered by the FDIC's guarantee were incorporated into the Senior
Indenture, as required under the Temporary Liquidity Guarantee
Program.

On Dec. 2, 2008, Morgan Stanley completed the offer and sale of
$2,250,000,000 of its 2.90% Notes Due 2010, $2,500,000,000 of its
3.25% Notes Due 2011, $500,000,000 of its Floating Rate Notes Due
June 2011 and $500,000,000 of its Floating Rate Notes Due December
2011 and, on Dec. 4, 2008, the company completed the offer and
sale of $475,000,000 of its Floating Rate Notes due 2011.  Each
series of Notes is guaranteed by the FDIC under the Temporary
Liquidity Guarantee Program and was issued in the form of FDIC-
guaranteed fixed rate senior note or FDIC-guaranteed floating rate
senior note, as the case may be, that are filed as exhibits
hereto.  The company may, from time to time, issue additional
senior unsecured debt securities guaranteed by the FDIC pursuant
to the Temporary Liquidity Guarantee Program using these forms of
notes.

Citing Pershing Square's founder William Ackman, Reuters states
that Citigroup and Morgan Stanley primarily purchased shares to
reduce their risk in trades they entered with Pershing Square
Capital Management.

                      About General Growth

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

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

                         *     *     *

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


GENERAL MOTORS: Gov't & UAW May Get Stake in Firm
-------------------------------------------------
Corey Boles and John D. Stoll at The Wall Street Journal report
that the U.S. government and the United Auto Workers union might
get a stake in General Motors Corp.

WSJ reports that the draft for a $15 billion loan package for
Chrysler LLC, Ford Motor Co., and General Motors Corp. was already
sent to the White House for consideration.  Dow Jones states that
the $15 billion loan package that would deliver help by Dec. 15
would be less than the $34 billion the automakers requested, but
would come before year-end.

                    The Bailout Plan Draft

According to WSJ, a legislative draft for financial assistance to
GM, Ford Motor Co., and Chrysler LLC states that the government
would get equity warrants equal to 20% of the $15 billion in
emergency loans.  The draft was already sent to the White House,
says WSJ.  The draft indicated that the provision would allow
taxpayers to benefit if shares in the three companies were to
appreciate, serving as protection of public funds being used to
help out the companies, WSJ relates.  The taxpayer, states the
report, would be repaid first once the companies' financial
fortunes turn around.

WSJ relates that the loans would come from a $25 billion program
that the Congress created in 2007 to lend money to the car makers
to let them invest in cleaner technology.

According to WSJ, the White House would appoint a "car czar" -- an
individual with executive experience -- to oversee the loan
program.  That officer, says the report, would monitor executive
compensation.  The report states that under the proposed loan
program, these could be taken out:

     -- bonuses to the top 25 senior workers at each of the
        companies,

     -- golden parachutes for senior employees leaving the
        companies, and

     -- dividends for investors in the three companies while
        money is owed to the taxpayer.

WSJ relates that the loans would mature in seven years, with a 5%
interest rate charged for the first five years, and 9% charged
thereafter.

The president could also appoint additional advisers, who would
establish appropriate procedures to guarantee that the plans
submitted to Congress by Ford Motor, GM, and Chrysler form a
viable long-term restructuring plan, WSJ reports.  Progress of the
restructuring would be reviewed within 45 days and the three
automakers must have a long-term restructuring program by the end
of the first quarter of 2009.

Citing a White House official, WSJ reports that the George W. Bush
administration had concerns with aspects of the draft for the
bailout.

Corey Boles at WSJ reports that additional oversight of GM, Ford
Motor, and Chrysler would be undertaken by the General
Accountability Office, the Congress' investigative arm.  The
report says that the three automakers would be required to open
their books to the GAO and any other information that the agency
required, and a special inspector general would be appointed to
conduct more supervision of the companies.

According to WSJ, the car czar would review any investment
decisions that exceed $25 million.  The companies, says WSJ, would
have to withdraw from participation in lawsuits challenging
proposed state laws on emissions standards.  Ford Motor, Chrysler,
and GM are involved in those legal challenges, the report states.

WSJ says that GM, Ford Motor, and Chrysler would be compelled to
divest any corporate aircraft they own or lease.  WSJ relates that
the companies must conduct a study on using any excess capacity at
their factories to make vehicles to sell to public transit
authorities.

Some lawmakers suggested over the weekend that the CEOs of the
three automakers resign, but that wasn't mentioned in the draft
legislation, WSJ reports.

According to WSJ, Sen. Robert Corker opposed the bill, claiming
that it lacked "teeth," while other senators including Rep. Barney
Frank, the lead negotiator for House Democrats on the bill, said
he was confident a final agreement could be reached.

                  UAW Wants Seat on GM's Board

WSJ relates that Marc McQuillen, president of UAW Local 2404 in
Charlotte, said that the union wants an equity stake in at least
GM and likely a seat on the company's board, in return for
modifying terms of a health-care agreement and suspending the Jobs
Bank to help the automakers secure loans from the government.
Changes to the UAW contract would have to take place by March 31,
2009, says the report.

UAW's top GM bargaining official, Cal Rapson, told leaders earlier
this month that a Special Attrition Package program would be
offered next year, WSJ states, citing Mr. McQuillen.  According to
the report, that program would be implemented if the government
approves some of the bailout money for buying workers out.

                    Democrats Propose Car Czar

Bankruptcy Law360 reports that Democrats in Congress sent a draft
proposal of a $15 billion bridge loan for General Motors Corp.,
Ford Motor Co. and Chrysler LLP to the White House for review
Monday.  The proposal, the report says, includes the appointment
of a "car czar" to oversee restructuring of the auto industry.

American Bankruptcy Institute says a comprehensive bailout for the
Detroit 3 could cost as much as $125 billion, and even the
companies themselves are hard pressed to dispute that figure.

ABI also relates that a GM Restructuring is likely to be painful
even if it receives a federal bailout.  According to ABI, the
federal oversight likely to be implemented will hit its investors,
creditors, dealers and workers almost as hard as if GM had filed
for bankruptcy protection.

                       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: International Operations Still Profitable
---------------------------------------------------------
Ken Bensinger at The Los Angeles Times reports that while General
Motors Corp.'s revenue in the U.S. has declined 24% in the last
three full years and has forced the company to seek for a
government financial aid, the company's international operations
remains profitable.

"Those overseas businesses over the last several years almost
uniformly have been quite profitable, and they have, in almost
every case, been able to send dividends back to help us address
funding issues in the U.S," the LA Times quoted GM Chairperson and
CEO Rick Wagoner as saying.

According to the LA Times, GM has a bigger presence abroad than in
the U.S., and has more workers in those countries than nationally.
GM can boast a 28% increase in revenue in its international
operation, the report says.

The LA Times quoted Kimberly Rodriguez, a partner at Grant
Thornton, as saying, "A major argument for keeping GM out of
bankruptcy is the strength of its foreign footprint."  Ms.
Rodriguez admitted that if GM's U.S. operations fail, "there will
certainly be problems for the company worldwide," due to the
deeply intertwined nature of GM's global operations, according to
the report.

The LA Times relates that GM's foreign units are separate
corporate entities, and would be shielded from a U.S. Chapter 11
filing.  They could continue operations without concerns of a U.S.
court seizing their assets, says the LA Times.

GM, according to the LA Times, said that if it doesn't get
financial support, its U.S. operations would collapse and this
could set off a chain reaction that would put U.S. parts suppliers
out of business, throw off production schedules overseas, and
freeze up GM's foreign plants.

The U.S. is GM's largest single market in terms of revenue, with
$115 billion in sales in 2007, says the LA Times.

         Obama Says Auto Industry Collapse Unacceptable

Nadine Elsibai at Bloomberg News reports that President-elect
Barack Obama said that allowing the U.S. auto industry to collapse
would be "unacceptable."  Reports say that GM, Ford Motor Corp.,
and Chrysler LLC have submitted turnaround plans to the Congress
as a requirement for the government financial aid they are
seeking.

"I have said repeatedly that to allow the auto industry in the
United States to collapse precisely at a time that we are seeing
record joblessness is unacceptable.  What I've also said is that
it makes no sense for us to shovel more money into the problem if
you have not seen an auto industry that is committed to
restructuring," Bloomberg quoted Mr. Obama as saying.

The Congress is doing the right thing by asking for changes in the
auto industry as a condition for a bailout, The Associated Press
relates, citing Mr. Obama.

According to Bankruptcy Law360, lawyers say a bankruptcy by GM
could top the $1 billion in legal fees generated by the Enron
collapse.  Bankruptcy Law360 also notes that two law professors
who specialize in researching attorneys' fees in bankruptcy
proceedings, said court-awarded fees could reach as high as
$800 million for GM alone.

Bankruptcy Law360 relates that the costs of bankruptcy for GM,
Ford Motor, and Chrysler have been the subject of speculation
since the companies began making their cases for federal
assistance to avoid seeking Chapter 11.

American Bankruptcy Institute on Friday said the CEOs of GM, Ford
Motor, and Chrysler returned to Capitol Hill Thursday to find
themselves confronting considerable frustration from lawmakers and
the realization that even their strongest supporters might not be
able to muster the votes for a bailout package.

                       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.


GEORGIA GULF: Fitch Holds Senior Sub. Notes Rating at 'CCC/RR6'
---------------------------------------------------------------
Fitch Ratings has affirmed Georgia Gulf Corp.'s ratings:

  -- Issuer Default Rating at 'B-';
  -- Senior secured revolving credit facility at 'BB-/RR1';
  -- Senior secured term loan B at 'BB-/RR1';
  -- Senior subordinated notes at 'CCC/RR6'.

In addition, Fitch has downgraded the senior unsecured notes to
'CCC/RR6' from 'CCC+/RR5' given a review of recovery potential.
The Rating Outlook remains Negative.

The ratings reflect continued weak demand for the company's
products and compressed margins.  The company's end-markets are
reliant on the level of residential construction and remodeling.
Margins have been hurt by rising energy and feedstock costs.

Availability under the revolver had been severely limited by
financial covenants prior to the fourth amendment of the credit
agreement dated Sept. 11, 2008.  This amendment reset covenants
until the June 30, 2009 measurement period.  Fitch does not expect
Georgia Gulf to be in compliance with existing covenant levels at
June 30, 2009. The company is working to restructure these
facilities.

The senior secured credit facilities are secured by substantially
all assets and comprise less than half of total debt (assuming
revolver is fully drawn).  Fitch believes that recoveries would be
maximized in a going concern basis.

Fitch's Recovery Ratings are a relative indicator of creditor
recovery prospects on a given obligation within an issuers'
capital structure in the event of a default.

In its recovery analysis, Fitch uses Operating EBITDA as a proxy
for the covenant definition of consolidated EBITDA, and assumes
that the revolver is drawn to capacity.  In this case, a 6%
decline in latest twelve months EBITDA would trip the leverage
covenant. Fitch is using 5 times EBITDA to enterprise value
multiple for chemicals companies and assumes 10% of value is used
to settle administrative claims.  Under these assumptions, scant
value remains for the unsecured creditors.

Based in Atlanta, Georgia Gulf is a commodity chemicals producer.
Its product portfolio includes VCM, PVC resin, vinyl compounds,
cumene, acetone, phenol, window and door profiles and moldings as
well as outdoor building products.  Georgia Gulf earned
approximately $194.8 million of operating EBITDA from continuing
operations on sales of $3.2 billion in the LTM ending Sept. 30,
2008.


GETRAG TRANSMISSION: Wants Chrysler to Perform Under Contract
-------------------------------------------------------------
GETRAG Transmission Manufacturing, LLC, filed an adversary
complaint against Chrysler LLC before the U.S. Bankruptcy Court
for the Eastern District of Michigan.  GETRAG asked the Court to
find that:

   -- its contracts with Chrysler are executory contracts within
      the meaning of section 365 of the Bankruptcy Code; and

   -- Chrysler has violated the automatic stay provisions under
      section 362 of the Bankruptcy Code.

As reported by the Troubled Company Reporter on Nov. 18, 2008,
GETRAG filed for bankruptcy as a result of Chrysler's termination
of contractual agreements related to the construction and
operation of a dual clutch transmission manufacturing facility in
Tipton, Indiana.  Also as a result of Chrysler's actions, the
company was forced to terminate its operations in Tipton and
cancel the project.

GETRAG said Chrysler's termination of the agreements with respect
to the project was invalid.  Even if Chrysler properly terminated
the agreements, GETRAG said Chrysler has failed to perform certain
post-termination obligations under the agreements in violation of
the automatic stay.  GETRAG contends that Chrysler was required to
assume all agreements that the Debtor entered into that were
"reasonably necessary to support the Project" and to pay certain
amounts to which GETRAG was entitled upon termination of the
agreements.

The TCR reported that GETRAG owes $500 million to more than 200
parties related to the cost of construction of the plant, many of
whom asserted liens against the project under Indiana law.

The company and its German affiliate also filed a countersuit on
Oct. 30, 2008, against Chrysler to recover, among other elements,
costs associated with the project and reimbursement of all
expenses incurred by the company and its suppliers in connection
with the project.

           Transmission Supply Agreement With Chryler

Chrysler was required to purchase from the company all of its
annual requirements for dual clutch transmissions up to certain
volumes through model year 2020, with production to commence
October 2009 under the Transmission Supply Agreement between the
parties.  The agreement also required Chrysler to reimburse the
company for up to $305 million for machinery and equipment and
tooling costs.  Moreover, the agreement allowed the company to
obtain from banks or financial institutions senior debt financing
from the supply of the DCT to Chrysler.

Simultaneously with the TSA agreement, Chrysler and the comnpany
entered into a limited company agreement as a joint venture
company for overight of the project.  The LLC agreement set
procedures for resolution of disputes arising out of the TSA.  The
company's German affiliate GETGRAG KG aslo entered into a guaranty
agreement, wherein GETRAG will contribute $140 million in cash as
capital for the company towards project.

Along with the two agreements, the company, GETRAG KG and Chrysler
entered into a finance option agreement dated March 11, 2008 for
the purpose of governing the financing project.  Under the FOA,
the company and GETRAG KG agreed to use up to $300 million in debt
financing to fund the design, construction, equipment and
operation of the plant.  Financing for the project was to have
been arranged within 90 days of the execution of the FOA, subject
of adequate assurance by Chrysler; However, no financing was able
to be secured as Chrysler failed to give adequate assurances to
lenders as required by the FOA.

The FOA contemplated that debtor financing may not be obtained.
As a result, Chrysler agreed to backstop the company's and GETRAG
KG's investment in and financial commitment to the project.  As of
July 2008, Chrysler had authorized project costs and expenses in
excess of $437 million.

                    Termination of Agreements

Chrysler said in a letter on Oct. 17, 2008, it was terminating the
FOA, TSA and all other related agreements with respect to the
project, and commenced litigation against the company and GETRAG
KG in the 6th Judicial Circuit Court for the state of Michigan
seeking a determination that Chrysler is not obliged to perform
under the projects agreements due to alleged contract breach and
fraud but the company and GETRAG KG denied all allegations.

                    About GETRAG Transmission

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.GETRAG.de-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.

GETRAG filed for bankruptcy on November 17, 2008 (Bankr. E.D.
Mich. Case No. 08-68112).  The Hon. Marci B. McIvor presides over
the case.  Jayson Ruff, Esq., Jeffrey S. Grasl, Esq., and Stephen
M. Gross, Esq., at McDonald Hopkins in Bloomfield Hills, Michigan,
represent the Debtors.  When the Debtor filed for bankruptcy, it
estimated assets between $100 million and $500 million, and
estimated debts between $500 million and $1 billion.


GLR RESOURCES: Common Shares to be Delisted on January 5, 2008
--------------------------------------------------------------
GLR Resources Inc. said that its common shares will be delisted as
of the market close on Jan. 5, 2009, for failure to meet the
continued listing requirements of the Toronto Stock Exchange.

Based in Kirkland Lake, Toronto, GLR Resources Inc. (TSX:GRS) --
http://www.glrresources.com/-- operates a mining and exploration
company.


GREAT OUTDOOR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Great Outdoor Advertising, Inc.
        P.O. Box 476
        Loganville, GA 30052-0476

Bankruptcy Case No.: 08-31492

Chapter 11 Petition Date: November 21, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Middle District of Georgia (Athens)

Debtors' Counsel: Ernest V. Harris, Esq.
                  Harris & Liken, LLP
                  P.O. Box 1586
                  Athens, GA 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053
                  E-mail: ehlaw@bellsouth.net

Estimated Assets: Undisclosed

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

The Debtor did not file a list of its 20 largest unsecured
creditors together with its petition.

The petition was signed by Julie Pendleton, the Debtor's
president.


HAWAIIAN TELCOM: Court Extends Schedules Deadline to January 8
--------------------------------------------------------------
Hawaiian Telcom Communications, Inc., and its affiliated debtors
sought and obtained an extension from the U.S. Bankruptcy Court
for the District of Delaware of their deadline to submit schedules
and statements.

Under Section 521 of the Bankruptcy Code and Rule 1007 of the
Federal Rules of Bankruptcy Procedure, a Chapter 11 debtor must
file its schedule of assets and liabilities, schedule of current
income and expenditures, schedule of executory contract and
unexpired leases, and statement of financial affairs within 15
days after the Petition Date.

Local Bankruptcy Rule 1007-1(b) for the Bankruptcy Court for the
District of Delaware provides that the deadline for filing the
Schedules and Statements is automatically extended for an
additional 15 days if the debtor has more than 200 creditors and
the petition is accompanied by a creditor list.

Robert F. Reich, the Debtors' senior vice president, chief
financial officer and treasurer, tells the Court that the Debtors
have thousands of potential creditors, and their business
operations require them to maintain voluminous records and
complex accounting systems.

The Debtors believe they will need additional time beyond the 30
days provided under the Bankruptcy Rules to complete the
Schedules and Statements.

Due to the nature of their businesses, the limited staff
available, the pressure from the commencement of their Chapter 11
cases, and the fact that they have not yet received nor entered
certain prepetition invoices into their financial accounting
systems, the Debtors relate that they have not yet completed
compiling the information required to complete the Schedules and
Statements.

Substantial time is required for the Debtors to complete the
Schedules and Statements, Mr. Reich maintains.  The Debtors aim
to focus their attention on critical operational and Chapter 11
compliance issues, in order to make a smooth transition into
Chapter 11 and maximize the value of their estates, for the
benefit of creditors and all parties-in-interest.

The extension of the Schedules filing will not harm creditors and
other parties-in-interest as, even under the extended deadline,
the Debtors aim to file the Schedules and Statements in advance
of any deadline for filing proofs of claim in their Chapter 11
cases.

               About Hawaiian Telcom Communications

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

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


HAWAIIAN TELCOM: Allowed to Pay Prepetition Employee Obligations
----------------------------------------------------------------
Hawaiian Telcom Communications, Inc. and its affiliated debtors
sought and obtained approval from the U.S. Bankruptcy Court for
the District of Delaware to pay prepetition obligations to their
employees and maintain their

As of the Petition Date, the Debtors employ approximately 1,450
employees, consisting of 571 salaried employees and 879 hourly
paid employees.  In addition, the Debtors supplement their
workforce with seven independent contractors, and about 50
temporary employees through employment agencies.

In the ordinary course of business, the Debtors incur payroll
obligations like wages and salaries, as well as incentive bonuses
and commissions awarded for sales productivity and goal
attainment.  On the average, the Debtors relate that their
payroll expenses aggregate $3,800,000 per biweekly period.  This
value varies due to increased overtime costs incurred during the
Hawaii rain season, running from November to March.

The Debtors estimate owing approximately $1,600,000 for accrued
wages and salaries as well as reimbursable expenses and vacation
pay earned prior to the Petition Date.  The Debtors do not
believe they owe any Employee Unpaid Compensation in excess of
the $10,950 cap, imposed by Section 507(a)(4) of the Bankruptcy
Code.

The Debtors add that they remit compensation to their Independent
Contractors through an accounts payable process, which total
approximately $165,000 per month.

They also remit to the Temporary Employees compensation on a
weekly basis through their accounts payable process, which total
to $230,000 per month, to employment staffing agencies that refer
those employees.  As of the Petition Date, the Debtors estimate
owing approximately $200,000 for prepetition services.

In the ordinary course of business, the Debtors also reimburse
Employees, as well as their boards of directors, for expenses
incurred in the scope of their employment, which includes housing
expenses and business-related travel expenses.  In the aggregate,
the Debtors' Employees and directors incur approximately $50,000
per month in expenses.  The Debtors estimate owing approximately
$25,000 on account of prepetition Reimbursable Expenses as of the
Petition Date.

The Debtors maintain these employment benefit plans and policies,
including:

  (1) Medical, Vision and Dental Plans

      The Medical and Vision Plan is administered through Hewitt
      Associates.  The Dental Plan is administered through
      Hawaii Dental Service and MetLife, Inc.

  (2) Flexible Benefit Plans, which allow employees to
      contribute a portion of their pretax compensation to
      flexible spending accounts for eligible out-of-pocket
      health care and dependent care premiums and expenses,
      through Benefits Service of Hawaii, Inc.  Currently, 209
      employees participate in the Flexible Benefit Plan.  The
      Debtors withhold approximately $25,000 per month.

  (3) Workers' Compensation, under which Union Hourly Employees
      may receive extended workers' compensation benefits beyond
      the statutory requirements for up to 39 weeks and beyond,
      through First Insurance Company of Hawaii.  Workers'
      compensation claims are paid through an incurred loss
      program with a $1,000,000 liability limit per accident per
      employee.  The Debtors' pay $940,000 annually for the
      policy period from May 2, 2008 through May 2, 2009, to
      First Insurance Company of Hawaii, Ltd.

  (4) Vacation Short-Term Leave and Leaves of Absence

  (5) Retirement Savings Plans, under which the Debtors
      withhold a bi-weekly amount of $340,000 in the aggregate.
      As of the Petition Date, the Debtors are holding $114,000
      in withheld contributions, and owe approximately $85,000
      on account of matching obligations.

  (6) Life, Disability and Accident Insurance, through MetLife,
      Inc.  The Debtors do not owe any prepetition amounts.  The
      Debtors also offer business travel accident insurance
      through Marsh USAm under which they paid a $15,000 annual
      premium commencing March 2008.

  (7) Tuition Assistance, available to employees who enroll in
      an approved educational program, which have a $5,000
      annual cap.  Prior to the Petition Date, 40 Employees
      participated in the tuition assistance program, at
      $11,000 per month.  There is approximately $60,000
      outstanding on account of the tuition assistance program.

  (8) Employee Assistance, which as of the Petition Date, the
      Debtors owe approximately $3,000.

  (9) Employee Referral Award Program or the Helping Everyone
      Excel Program, under which the Debtors award points to
      the referring employee.

(10) Employee Concession Discounts, which generates monthly
      revenues of approximately $30,000.

The Debtors note that on a monthly basis, the Benefit Plans cost
them these amounts:

         Medical/Vision Plan                     $800,000
         Dental Plan                              $81,000
         Flexible Benefit Plan                     $1,200
         Life, Disability & Accident Insurance    $14,000
         Employee Assistance                       $2,700
         Employee Referral Award Program           $4,000

Accordingly, the Debtors sought and obtained the Court's
permission to honor and pay, in the ordinary course of business,
their Employee Obligations in an amount not to exceed $2,000,000.

The Debtors' Employees are also authorized to proceed with their
workers' compensation claims in the appropriate judicial or
administrative forum under the Workers' Compensation Program, and
the Debtors are authorized to continue the Workers' Compensation
Program.

The Debtors also sought and obtained the Court's authority to
forward any unpaid amounts on account of the Deductions or
Payroll Taxes to the appropriate third party recipients or taxing
authorities in accordance with the Debtors' prepetition
practices.

According to Domenic E. Pacitti, Esq., at Klehr, Harrison,
Harvey, Branzburg & Ellers LLP, in Wilmington, Delaware, the
Debtors deduct approximately $520,000 from Employees' paychecks
per bi-weekly pay period for remittance to appropriate third
party recipients.  As of the Petition Date, the Debtors estimate
they have collected $255,000 from those Deductions.

Federal and state laws also require the Debtors to withhold
amounts related to federal, state and local income taxes, as well
as Social Security and Medicare taxes, for remittance to the
appropriate authorities.  Federal and state laws require the
Debtors to deduct additional amounts for unemployment insurance.
In the aggregate, the Payroll Taxes total approximately $970,000
per bi-weekly pay period.  The Debtors estimate that as of the
Petition Date, they owe approximately $400,000 on account of
Prepetition Payroll Taxes.

The Court also directs all applicable financial institutions to
receive, process, honor and pay all checks presented for payment
as well as electronic payment requests in connection with the
Employee Obligations.

               About Hawaiian Telcom Communications

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

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


HERBST GAMING: Fails to Pay $5-MM Interest by Dec. 1; Talks Go On
-----------------------------------------------------------------
Herbst Gaming, Inc., said in a regulatory filing with the
Securities and Exchange Commission that on Dec. 3, 2008, the
forbearance period pursuant to Amendment No. 5 and Second
Forbearance and Standstill Agreement, dated as of Nov. 10, 2008,
by and among the company, Wilmington Trust company and certain
subsidiaries of the company expired in accordance with its terms
due to the fact that the company and the requisite lenders have
not entered into a restructuring agreement by that date.  The
company and the lenders remain in active discussions regarding the
terms of a restructuring agreement and a forbearance agreement
through Feb. 2, 2009, Mary E. Higgins, the company's Chief
Financial Officer, said.

"There can be no assurance, however, that the company will be
successful in reaching agreement with the lenders regarding a new
forbearance agreement or the terms of a restructuring agreement,"
Ms. Higgins said.

The Administrative Agent sent a Notice of Acceleration on
Nov. 6, 2008, with respect to the company's obligations under its
Second Amended and Restated Credit Agreement dated as of Jan. 3,
2007, as amended.  The Administrative Agent declared the unpaid
principal amount of all outstanding loans under the Credit
Agreement immediately due and payable -- representing an amount
equal to $846.8 million -- and declared the commitment of each
Lender to be immediately terminated.

Pursuant to the Forbearance Agreement, the lenders and the
Administrative Agent agreed to forbear for a specified period of
time from exercising their respective rights and remedies under
the Credit Agreement and the other loan documents as a result of
specified defaults under the Credit Agreement, including the
failure of the company to pay the outstanding principal amount of
the loans under the Credit Agreement on Nov. 6, 2008, as required
pursuant to the Notice of Acceleration.  The company has not paid
the $5.1 million interest payment due under the Credit Agreement
on Dec. 1, 2008.

As a result of the expiration of the forbearance period, and
pursuant to the Notice of Acceleration, the Administrative Agent
and the lenders may require payment in full of all amounts
outstanding under the Credit Agreement -- roughly $846.8 million
as of Dec. 1, 2008, plus accrued and unpaid interest -- and
exercise all rights and remedies under the Credit Agreement and
the other loan documents.

In addition, the company is in default with respect to its 8-1/8%
Senior Subordinated Notes due 2012 and its 7% Senior Subordinated
Notes due 2014 due to the non-payment of semi-annual interest
payments.  Under the terms of the indentures governing the Senior
Subordinated Notes, because of the payment defaults under the
Credit Agreement the company may not make payments with respect to
the Senior Subordinated Notes.  The trustee under each indenture
may, or holders of 25% of the outstanding principal amount of
Senior Subordinated notes issued under the relevant indenture may
direct such trustee to, declare the Senior Subordinated Notes
issued under the relevant indenture to be immediately due and
payable.  As of Dec. 3, 2008, there was $160 million principal
amount outstanding of the 8-1/8% Senior Subordinated Notes due
2102 and $170 million principal amount outstanding of the 7%
Senior Subordinated Notes due 2014.

Las Vegas Sun's Liz Benston said the lenders could force the
company into Chapter 11 bankruptcy.

The company has said in a regulatory filing in November that, if
it would not be able to successfully complete a restructuring of
its outstanding indebtedness, it will likely be required to seek
Chapter 11 protection.

As of Sept. 30, 2008, the company had $1.08 billion in total
assets, and $1.19 billion in total liabilities, resulting in
$118.7 million in stockholders' deficiency.  The company reported
a $28.8 million net loss for the quarter ended Sept. 30.

In its third quarter financial report, the company said at
Sept. 30, 2008, it had $110.4 million in cash and cash
equivalents.  The company noted that it had fully drawn on its
revolving line of credit, and the commitments of its lenders have
been terminated under the amended Credit Agreement.  The company
expects to fund existing operations, debt service on the
indebtedness outstanding under the amended Credit Agreement and
capital needs from operating cash flow and cash on hand.  The
company acknowledged that it would be required to restructure its
indebtedness in the near term.  The company is prohibited from
making interest or other payments related to its Subordinated
Notes, including the interest payments that are past due and that
are due November and December 2008.

The company said in its report, "We expect to monitor carefully
our capital expenditures, and will likely delay incurring capital
expenditures where possible in order to conserve cash.  We cannot
assure you that our cash flow will be adequate to meet our
anticipated working capital requirements, capital expenditures for
existing operations and scheduled payments of interest on our
indebtedness outstanding under the amended Credit Agreement."

The company also indicated that, "We continue our evaluation of
financial and strategic alternatives, which may include a
recapitalization, refinancing, restructuring or reorganization of
our obligations or a sale of some or all of our businesses."

Ms. Benston raised doubts on the company's ability to its casinos
for a reasonable price given the current financial crisis.

"While opportunists wait in the wings to snap up assets for cents
on the dollar, only a few would be able to buy them without Wall
Street financing.  And then there's the fact that the downturn has
especially hurt lower-rent casinos and slot businesses like
Herbst's," Ms. Benston said.

                       Going Concern Doubt

As reported by the Troubled Company Reporter on April 4, 2008,
Deloitte & Touche LLP in Las Vegas, Nevada, said there is
substantial doubt in Herbst Gaming's ability to continue as a
going concern after auditing the company's financial statements
for the period as of Dec. 31, 2007 and 2006.  The auditing firm
pointed to the company's operating loss, stockholders' capital
deficiency and probable failure to comply with its financial
covenants during 2008.  The company's balance sheet showed total
assets of $1,080,385,000, total liabilities of $1,199,114,000, and
stockholders' deficit of $118,729,000 as of Dec. 31, 2007.  It had
stockholders' equity of $18,771,000 as of Dec. 31, 2006.

                       About Herbst Gaming

Based in Las Vegas, Nevada, Herbst Gaming Inc. operates through
two business segments: slot route operations and casino
operations.  The slot route operations involve the installation,
operation and service of slot machines at strategic, high traffic
non-casino locations such as grocery stores, drug stores,
convenience stores, bars and restaurants.  Casino operations are
broken into geographic segments: casinos located in Nevada and
casinos located in other states.  The Nevada locations include:
Terrible's Town Casino in Henderson, Nevada, Terrible's Casino
Searchlight in Searchlight, Nevada, Terrible's Town Casino and
Terrible's Lakeside Casino, both of which are located in Pahrump,
Nevada, Terrible's Casino, the Sands Casinos and the Primm
Casinos.  Casinos located in other states are:  Lakeside Iowa, the
Mark Twain and St. Jo.

                          *     *     *

As reported by the TCR on May 22, 2008, Moody's Investors Service
lowered Herbst Gaming's ratings in response to the company's
announcement that it did not make the May 15, 2008 scheduled
interest payment on its 7% senior subordinated notes due 2014, and
that it would not make the June 1, 2008 scheduled interest payment
on its 8.125% senior subordinated notes due 2012.

Standard & Poor's Ratings Services also lowered its rating on
Herbst Gaming's 8.125% senior subordinated notes due 2012 to 'D'
from 'C', following the company's failure to make an interest
payment on June 1, 2008, the TCR related on June 4, 2008.


HOSPITAL PARTNERS: Alfred Giuliano Named Interim Ch. 7 Trustee
--------------------------------------------------------------
Roberta DeAngelis, Acting United States Trustee for Region 3, has
appointed Alfred T. Giuliano as the interim trustee to oversee the
liquidation of the estate of Hospital Partners of America, Inc.

As reported by the Troubled Company Reporter on November 24, 2008,
the U.S. Bankruptcy Court for the District of Delaware converted
Hospital Partners of America Inc. and its debtor-affiliates'
Chapter 11 cases to liquidation proceedings under Chapter 7 of the
Bankruptcy Code.  The Court ordered that pending the qualification
of a permanent trustee, all contested matters in the Debtor'
bankruptcy cases are stayed, unless otherwise ordered by the
Court.

Hospital Partners of America sought chapter 7 conversion after its
lender refused to extend the debtor-in-possession financing which
became due Nov. 21, 2008.

Headquartered in Charlotte, North Carolina, Hospital Partners of
America, Inc. -- http://www.hospitalpartners.com/-- develops and
manages hospitals.  The company and its affiliates filed for
Chapter 11 bankruptcy protection on Sept. 24, 2008 (Bankr. D. Del.
Case No. 08-12180).  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl Young
Jones, represent the Debtor in its restructuring efforts.
Kurtzman Carson Consultants LLC is the Claims Agent.  Moore & Van
Allen PLLC is the Debtors' corporate and litigation counsel.  The
Debtors listed assets of $100 million to $500 million and debts of
$100 million to $500 million.


IMAX CORP: Registers 2.1 Million Shares Under Stock Option Plan
---------------------------------------------------------------
IMAX Corporation filed with the Securities and Exchange Commission
on Nov. 10, 2008, a registration statement on Form S-8 under the
Securities Act of 1933, in connection with the registration of
2,137,420 shares of the company's common stock, no par value,
offered pursuant to the company's AMENDED & RESTATED STOCK OPTION
PLAN.

The proposed maximum aggregate offering price for the shares is
$6,882,492.

The Registration Statement will also cover any additional Common
Shares that become deliverable by reason of any stock dividend,
stock split, recapitalization or other similar transaction
effected without the receipt of consideration that results in an
increase in the number of outstanding Common Shares to be offered
or sold pursuant to the plan.

              http://ResearchArchives.com/t/s?35d8

Also in November, the company filed a Post Effective Amendment
No. 1 to Registration on Form S-8, Registration No. 333-134811, to
deregister certain IMAX shares that were registered for issuance
pursuant to the IMAX Corporation 401(k) Retirement Plan.  The
Registration Statement registered 50,000 Shares issuable pursuant
to the 401(k) Plan to employees who elected to purchase Shares
under the 401(k) Plan.  The company amended the Registration
Statement to deregister the remaining unissued shares following
the elimination of the ability for employees to purchase Shares
under the 401(k) Plan.

The company also filed a Post Effective Amendment No. 1 to
Registration on Form S-8, Registration No. 333-30956, to
deregister certain IMAX shares that were registered for issuance
in connection with employment agreements entered into by the
company and Digital Projection Limited with each of Brian
Critchley, Michael Levi, David Green, Dermot Quinn, Michael
Blackburn and Tim Cronin.  The Registration Statement registered
100,000 Shares issuable pursuant to the Employment Agreements.
The company amended the Registration Statement to deregister the
remaining unissued shares following the termination of the
Employment Agreements.

Separately, Mark Welton, the company's executive vice president,
disclosed his acquisition of 3,334 company shares on Nov. 11,
raising his stake to 6,667 shares.  Mr. Welton disclosed he held
options to buy 3,334 common shares.

The number of the company shares outstanding as of Oct. 31, 2008,
is 43,462,297.

                           About IMAX

Headquartered in Ontario, Canada, IMAX Corporation (Nasdaq:
IMAX)(TSX: IMX) -- http://www.imax.com/-- is a digital
entertainment and technology company.  As of Dec. 31, 2007, there
were 299 IMAX theatres operating in 39 countries.  The company's
groundbreaking IMAX DMR digital remastering technology allows it
to digitally transform virtually any conventional motion picture
into the unparalleled image and sound quality.

At Sept. 30, 2008, IMAX Corp.'s balance sheet showed total assets
of $238.2 million and total liabilities of $328.8 million,
resulting in $90.5 million in stockholders' deficit.

For the quarter ended Sept. 30, 2008, the company reported a
$2.1 million net loss.  The company generated operating income of
$2.5 million in the third quarter, which represents a $5.3 million
increase compared to the prior year period's operating loss of
$2.8 million, and significant improvement on a sequential basis
compared to the first half of 2008.  At the end of the quarter,
the company's cash position was $37.6 million, compared to cash
and short-term investments of $16.9 million as of Dec. 31, 2007,
and $18.2 million as of Sept. 30, 2007.


INNOPHOS HOLDINGS: Earns $79.6MM for Quarter ended September 30
---------------------------------------------------------------
Innophos Holdings, Inc., reported financial results for quarter
and nine months ended Sept. 30, 2008.

For three months ended Sept. 30, 2008, the company reported net
income of $79,652,000 compared with net income of $5,631,000 for
the same period in the previous year.

For the nine months ended Sept. 30, 2008, the company reported net
income of $148,195,000 compared to net loss of $1,605,000 for the
same period in the previous year.

                 Liquidity and Capital Resources

Net cash provided by operating activities was $131,400,00 for the
nine months ended Sept. 30, 2008, as compared to $30,400,000 for
the same period in 2007, an increase in cash of $101,000,000.
The increase in operating activities cash resulted from a
favorable change of $149,800,000 in net income and $6.2 million in
non-cash items affecting net income, partially offset by
unfavorable changes of $52,400,000 in net working capital and
$2,600,000 in non-current accounts.

Non-cash items affecting net income increased by $6,200,000 due to
increased depreciation expense, partially due to the cogeneration
unit in Mexico and asset impairment expense for two obsolete
production units in the United States, increased share based
compensation, and decreased benefit from deferred taxes.

The change in net working capital is a use of cash of $59,400,000
in 2008 compared to a use in 2007 of $7,000,000, an increase in
the use of cash of $52,400,000.  The increased use of cash is due
to higher selling prices which increased accounts receivable
balances and higher raw material costs increasing inventory values
without any compensating increase in accounts payable due to
advance payments with raw material suppliers to ensure timely
deliveries.

Inventory on hand during the third quarter of 2008 has increased
in GTSP as a result of reduced demand in the fertilizer market.
This was partially offset by increased current liabilities for the
accrual of income taxes resulting from the increased earnings in
Mexico.  Working capital is expected to continue to increase as we
continue to raise prices and incur higher raw material costs.

Net cash used for investing activities was $13,200,000 for the
nine months ended Sept. 30, 2008, compared to $25,100,000 for the
same period in 2007, a decrease in the use of cash of $11,900,000.
This was due to $12,400,00 lower capital spending related to the
2007 cogeneration project in Coatzacoalcos, Mexico, and $2,100,000
lower spending for the purchase in 2007 of certain assets from
Rhodia related to the early cancellation of our 2004 ten-year
pharma sales agency agreement.  This was partially offset by an
increase in capital spending of $2,600,000 in all other projects.

Net cash from financing activities for the nine months ended
Sept. 30, 2008 was a use of $10,700,000, compared to a use of
$21,600,000 for the same period in 2007, an increase in cash of
$10,900,000.  This is due to $15,000,000 lower Term Loan principal
payments and $1,100,000 tax benefits from stock option exercises,
partially offset by $1,300,000 higher dividend payments, $500,000
lower proceeds from stock option exercises, and $3,400,000 less
for the bond refinancing done in 2007.

As of Sept. 30, 2008, the company was in full compliance with all
debt covenant requirements.

Total interest cash payments by the company for all indebtedness
for the nine months ended Sept. 30, 2008, and Sept. 30, 2007, was
$27,501 and $32,633.

Innophos Holdings's balance sheet at Sept. 30, 2008, showed total
assets of $719,366,000, total liabilities of $529,618,000 and
stockholders' equity of $189,748,000.


A full-text copy of the the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?35e3

                     About Innophos Holdings

Headquartered in Cranbury, N.J., Innophos Holdings Inc. (Nasdaq:
IPHS) -- http://www.innophos.com/-- the holding company for a
leading North American manufacturer of specialty phosphates,
serves a diverse range of customers across multiple applications,
geographies and channels.  Innophos offers a broad suite of
products used in a wide variety of food and beverage, consumer
products, pharmaceutical and industrial applications.  Innophos
has manufacturing operations in Nashville, Tenn.; Chicago Heights,
Ill.; Chicago (Waterway), Ill.; Geismar, Los Angeles; Port
Maitland, Ontario (Canada); and Coatzacoalcos, Veracruz and
Mission Hills, Guanajuato (Mexico).

                          *     *     *

As reported by the Troubled Company Reporter on Sept. 18, 2008,
Moody's Investors Service upgraded Innophos Holdings, Inc.'s
corporate family rating to Ba3 (from B1), upgraded ratings on its
existing debt issues and affirmed the SGL-2 speculative grade
liquidity rating.  The move reflects the company's improved
operating performance that is expected to result in future debt
reduction.  The company also benefits from the favorable decision
by the Mexican Court of Fiscal & Administrative Justice concerning
a water tax issue with a Mexican governmental agency.


INTERMED HEALTH: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: InterMed Health Technologies, Inc.
          dba InterMed
          fka InterMed Advisors, Inc.
        1 Alewife Center
        Cambridge, MA 02140

Bankruptcy Case No.: 08-18922

Chapter 11 Petition Date: November 21, 2008

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

Bankruptcy Judge: Henry Boroff

Debtors' Counsel: John F. Davis
                  P.O. Box 37
                  Beverly, MA 01915
                  Tel: (978) 232-9640
                  Fax: (978) 232-9644
                  E-mail: johnfdavisesq@comcast.net

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors together with its petition.

The petition was signed by Jack Bush, chairman of the board of
directors of the Debtor.


JOBSON MEDICAL: S&P Junks Ratings on Covenant Compliance Concern
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Jobson Medical Information LLC and
removed them from CreditWatch, where they were placed with
negative implications March 26, 2008.  The corporate credit rating
was lowered to 'CCC+' from 'B-', and the rating outlook is stable.

In addition, S&P lowered the issue-level rating on the company's
senior secured first-lien debt to 'CCC+' (at the same level as the
'CCC+' corporate credit rating on the company) from 'B-'.  The
recovery rating on this debt remains at '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery in the event of a
payment default.

"The rating actions reflect our concern regarding Jobson's ability
to bolster its covenant compliance amid adverse business
conditions and obtain needed covenant relief in the currently
tight credit market," explained S&P's credit analyst Jeanne
Mathewson.

For the quarter ended Sept. 30, 2008, revenue declined 10% as a
result of declines in the /alert Marketing business.  However,
EBITDA increased 14% in the quarter due to declines in costs
across the board.  S&P views major pharmaceutical companies'
product pipelines as relatively weak, and the industry is
scrutinizing spending.  S&P believes that pharmaceutical marketing
and education grants on which Jobson relies will be vulnerable
over the intermediate term.  S&P does not expect a succession of
cost cuts will be feasible to maintain EBITDA under ongoing
revenue pressure.  Lease-adjusted debt to EBITDA decreased to 5.5x
as of Sept. 30, 2008, from 5.7x the prior year.  EBITDA coverage
of interest increased to 2.1x from 1.9x for the same period.

As of Sept 30, 2008, Jobson had slightly more than a 0.1x margin
of covenant compliance with its leverage covenant.  Jobson will
need to grow EBITDA by about 5.4% over the next six months,
assuming that debt levels remain unchanged, in order to maintain
compliance with the leverage covenant.  The covenant steps down an
additional one-quarter turn in the first quarter of 2009.  The
covenant continues to step down a quarter turn in each of the
following six quarters, and S&P views a covenant violation as
likely unless the company obtains covenant relief shortly.


KASEY PROPERTIES: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kasey Properties, LLC, Debtor
        1978 Hendersonville Road
        Asheville, NC 28803

Bankruptcy Case No.: 08-10980

Type of Business: The Debtor owns and leases out commercial
                  property.

Chapter 11 Petition Date: Dec. 2, 2008

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: Joseph W. Grier, III
                  jgrier@grierlaw.com
                  Grier, Furr & Crisp, P.A.
                  101 N. Tryon Street, Suite 1240
                  One Independence Center
                  Charlotte, NC 28246
                  Tel: (704) 332-0201
                  Fax: (704) 332-0215

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
   ------                      ---------------   ------------
RBC Bank (USA)                 bank loan;        $4,541,051
PO Box 1220
Rocky Mount, NC 27802


Fifth Third Bank               bank loan         $3,283,856
Attn: Thomas Morton, Jr.
PO Box 37937
NDTD1D
Charlotte, NC 28237

Carolina First Bank                              $3,721,991
104 South Main Street
Greenville, South
Carolina 29601

Southern Community             bank loan         $2,251,218
Bank & Trust
PO Box 26134
Winston Salem, NC
27114

Kasey Homes LLC                                  $1,198,002
1978 Hendersonville Road
Asheville, NC 28803

Bank of Asheville              bank loan         $419,672

Pisgah Community Bank                            $100,000

The petition was signed by managers Gerald J. Kasey and Michael W.
Kasey.


LAND RESOURCE: U.S. Trustee Appoints 7-Member Creditors Panel
-------------------------------------------------------------
The U.S. Trustee for Region 21 has appointed seven members to the
Official Committee of Unsecured Creditors in the bankruptcy case
of Land Resource, LLC:

   * A. B. Sitework, Inc.
   * Beachview Tent Rentals, Inc.
   * Howard B. Jones and Son Inc.
   * Keller Williams Realty Atlanta Partners
   * Brian A. Gallagher
   * Patrick Perry
   * Keystone Maintenance, Inc.

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

    -- consult with the Debtors concerning the administration of
       the bankruptcy cases;

    -- investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtors, the operation of the
       Debtors' business and the desirability of the continuance
       of the business, and any other matter relevant to the case
       or to the formulation of a plan of reorganization for the
       Debtors;

    -- participate in the formulation of a plan, advise its
       constituents regarding the Committee's determinations as
       to any plan formulated, and collect and file with the
       Court acceptances or rejections of the plan;

    -- request the appointment of a trustee or examiner; and

    -- perform other services as are in the interest of its
       constituents.

The Creditors Committee may retain counsel, accountants, or other
agents, to represent or perform services for the group.

                       About Land Resource

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

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


LAUREATE EDUCATION: S&P Puts 'B' Corp. Credit Rating on Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Laureate Education Inc., including the 'B' corporate credit
rating, on CreditWatch with negative implications.

Baltimore-based Laureate provides higher education programs
through a network of more than 35 for-profit institutions in 18
countries in Latin America, Europe, and the U.S., and through its
online division. Total gross debt at Sept. 30, 2008, was roughly
$2.7 billion.

"The CreditWatch listing is based on our concern regarding rising
financial risk associated with Laureate's rapid debt-financed
acquisition and capital expansion plans," said S&P's credit
analyst Hal F. Diamond.


LEHMAN BROTHERS: B. Marsal Appointed as Chief Executive
-------------------------------------------------------
See prior related entries at [00431] and [00350] (Debtors' Motion
to Employ A&M as Restructuring Officers) and [00157] (Lehman Inks
Deal with A&M, Taps Bryan Marsal as CRO).

Bryan Marsal was appointed as the new chief executive officer of
Lehman Brothers Holdings, according to a report by
dealbook.blogs.nytimes.com.

Mr. Marsal, the company's current chief restructuring officer,
will replace Richard Fuld Jr.  Mr. Fuld, who became Lehman
Brothers Holdings' first chief executive officer when it became a
public company in 1994, will step down as chief executive at the
end of the year.

Attorney for Lehman Brothers Holdings, Harvey Miller of Weil,
Gotshal & Manges, said that the company's board of directors
approved the appointment of Mr. Marsal.

Mr. Marsal is the founder of the advisory firm, Alvarez & Marsal
North America, which was tapped by Lehman Brothers Holdings to
assist in the restructuring of the company.

As previously reported, Thomas DiNapoli, New York State
Comptroller, has asked the U.S. Bankruptcy Court for the Southern
District of New York to appoint a Chapter 11 trustee to oversee
LBHI's estate.  Mr. DiNapoli said that Lehman Brothers Holdings'
board of directors and chief executive officer must be replaced by
a trustee who is capable of administering the company.

Also as previously reported, a Lehman spokesperson said Mr. Fuld
would step down as CEO by year-end and will not receive severance
pay.  Mr. Fuld, however, will stay as chairman of the board,
Harvey R. Miller, Esq., at Weil Gotshal & Manges LLP, in New York,
said, according to AHN.

To recall, Thomas DiNapoli, New York State Comptroller, has asked
the U.S. Bankruptcy Court for the Southern District of New York to
appoint a Chapter 11 trustee to oversee Lehman Brothers Holdings
Inc.'s estate.  Mr. DiNapoli said that Lehman Brothers Holdings'
board of directors and chief executive officer must be replaced by
a trustee who is capable of administering the company.

"[Richard Fuld, Jr.] and his hand-selected Board, many members of
which lack experience relevant to the exotic financial
instruments and complex structured assets central to the cases,
should be replaced by a trustee with expertise in bankruptcy and
restructuring matters to supervise administration of Lehman's
estate," he said.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: Bank of America Sues to Set Off $509MM Deposit
---------------------------------------------------------------
By its complaint filed against Lehman Brothers Special Financing
Inc. and Lehman Brothers Holdings Inc., Bank of America, N.A.,
asks the U.S. Bankruptcy Court for the Southern District of New
York for a judgment declaring that:

   (i) it properly exercised its right to partially set off
       amounts owed to it by LBSF and LBHI against the
       $509 million deposited by LBHI, LBSF's guarantor in
       certain accounts held by BofA; and

  (ii) the set-off was not a violation of the automatic stay.

William J.F. Roll, III, Esq., at Shearman & Sterling LLP, in New
York, relates that BofA and LBSF entered into an ISDA Master
Agreement governing the swap transactions executed between the
parties.  Under the Master Agreement, LBHI is designated as Credit
Support Provider to LBSF.  LBHI issued a guarantee to BofA in
which LBHI agreed unconditionally to guarantee the due and
punctual payment of all amounts payable to LBSF to BofA under the
Master Agreement.  The Guarantee provided credit support and a
credit enhancement to LBSF for the swap transactions with BofA and
was essential as an inducement for BofA to trade with, or enter
into transactions with LBSF.

Under the Master Agreement, an Event of Default occurs, when one
of the parties, or any Credit Support Provider of a party (i)
becomes insolvent or is unable to pay its debts as they become
due, (ii) institutes a proceeding seeking a judgment of insolvency
under any bankruptcy law affecting creditors' rights, or (iii)
becomes subject to the appointment of an administrator, trustee or
custodian for all or substantially all its assets.  Upon the
occurrence of an Event of Default, the non-defaulting party may
designate an Early Termination Date as to all outstanding
transactions under the Master Agreement.

BofA explains that because LBHI is the Credit Support Provider to
LBSF, LBHI's Chapter 11 filing constituted an Event of Default,
and LBSF became a Defaulting Party.  BofA avers that it sent LBSF
a notice designating Sept. 15, 2008, as the Early Termination Date
with respect to all outstanding transactions and demanding the
immediate return of all collateral provided by BofA in support of
those transactions.

At that time, LBSF held $360,000,000 of BofA's posted collateral.
BofA calculated amounts payable by LBSF under the terminated
transactions exceed $509,304,584, the aggregate amount that was in
the Accounts at the time BofA exercised its setoff rights.
BofA has sent out a statement to LBSF and LBHI explaining the
payment of the Termination Amount as well as a written demand
under the Guarantee for payment by LBHI of the Termination Amount
plus legal fees and expenses payable under the Master Agreement.

BofA affirms that neither LBHI nor LBSF has disputed the
occurrence of the Event of Default, that BofA was entitled to the
return of its collateral or that BofA is owed by the Termination
Amount or the Master Agreement Termination Value.  Neither of LBSF
nor LBHI, however, has paid BofA any of the money owed during the
three-week period between LBHI's bankruptcy filing and LBSF's
subsequent bankruptcy filing, or as of Nov. 26, 2008, Mr. Roll
attests.

Accordingly, BofA notified LBSF and LBHI of its intent to
partially set off the amount owed by them against the $509,304,584
funds held in the Accounts.  BofA exercised its setoff right
against the funds and the setoff was applied to reduce the amount
owed to BofA.  Mr. Roll confirms that LBHI subsequently advised
BofA that it had no valid setoff right against the funds in the
Accounts and the actual setoff violated the automatic stay.  LBHI
further demanded BofA's return of the funds in the Accounts with
interest.

Mr. Roll stresses that BofA has a right of set-off against the
funds under common law and under Section 151 of the New York
Debtor and Creditor Law.  He cites that the common-law right to
setoff prepetition mutual debts and credits between a debtor and
its creditors is preserved under Section 553 of the Bankruptcy
Code.  Moreover, BofA's claims under the Master Agreement and
Guarantee arose prior to LBHI's bankruptcy filing and the funds in
the Accounts deposited prepetition.

Mr. Roll further contends that BofA's setoff is exempted from the
automatic stay pursuant to Section 362(b)(17) which provides for
financer's contractual right to offset or net out any termination
value, payment amount or transfer obligation arising from any
master agreement.  Contractual right, he explains, includes common
law rights of setoff.

BofA reiterates that a Court declaration confirming that (x) BofA
had a right to set off against the Accounts, and (y) the actual
setoff did not violate the automatic stay, thus entitling BofA to
retain the funds, is required to settle the rights and legal
relations of the parties in this Complaint.

In the alternative, if the Court finds that BofA may not assert a
right of setoff against the funds in the Accounts without lifting
the automatic stay, Bofa asks the Court to lift the automatic stay
to effectuate the setoff.  BofA reasons that its valid right of
setoff constitutes a secured claim under Section 506(b) and no
adequate protection has been provided by the Debtors on the
secured claim.  BofA further avers that the Debtors lack equity in
the funds because its claims against LBHI exceed the amount of
funds in the Accounts, which funds are not necessary to LBHI or
LBSF's reorganization.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008. The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: BNY Mellon Probes LBHI on Bonds Sale
-----------------------------------------------------
The Bank of New York Mellon Trust Company asks the U.S. Bankruptcy
Court for the Southern District of New York to compel Lehman
Brothers Holdings, Inc., to produce a set of documents it executed
when it sold its North American business to Barclays Capital.

The bank wants the documents produced to determine what assets of
Lehman Brothers Commodity Services had been acquired by Barclays
Capital when it bought the investment banking and capital markets
businesses of Lehman Brothers Holdings and another unit in the
U.S. and Canada.

BNY Mellon made the move after Barclays issued statements,
indicating that it has fully integrated the companies' commodities
business and is now servicing LBCS' clients.  The statement, BNY
Mellon said, is contrary to what had been represented at the
hearing that the commodities business of LBCS was not included in
the sale.

BNY Mellon, which serves as trustee for holders of public
municipal bonds, asserts claims of over $700 million against LBCS
and Lehman Brothers Holdings, to repay the bonds.  About
$682 million of the proceeds from the bonds were reportedly
transferred to LBCS.

"As a creditor of LBCS, the trustee and the bondholders it
represents reasonably expected that they would be paid first from
the proceeds of any assets sold by or on behalf of LBCS, including
the business comprised of its human capital and client contacts,
now presumptively under Barclays' control," Amy Caton, Esq., at
Kramer Levin Naftalis & Frankel, in New York, said on behalf of
BNY Mellon.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: Inks Pact with PwC on Winding Down of U.K Assets
-----------------------------------------------------------------
Lehman Brothers Holdings, Inc., obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to enter
into what it called a transition services agreement with its
European units.

LBHI signed the agreement dated Nov. 13, with partners at
PriceWaterhouseCoopers LLC, administrators of its units based in
the United Kingdom, in a bid to continue availing their services,
which it said are still critical to its operations as well as to
those of its subsidiaries in bankruptcy.

The U.K.-based Lehman units include Lehman Brothers Europe
Limited, Lehman Brothers International Europe, Lehman Brothers
Holdings Plc, and Lehman Brothers Ltd.  These companies had been
placed in administration following the bankruptcy filing of LBHI.

Neuberger Berman Holdings LLC, a non-debtor affiliate of LBHI, is
also a party to the agreement.

Shai Waisman, Esq., at Weil Gotshal & Manges, in New York, said in
a court filing that LBHI and its units in bankruptcy require the
agreement primarily to unwind their assets in the United Kingdom.

The bankrupt companies reportedly hold a large book of business in
the United Kingdom, consisting of more than one million trading
positions and billions of dollars in receivables to the estates.

Mr. Waisman said that Lehman Brothers Holdings cannot trade or
evaluate those trading positions without the assistance of its
U.K.-based units and their employees familiar with managing the
business.

"Only those employees fully understand the positions and the
counterparties involved and it would prove extremely costly and
unfeasibly slow to unwind these positions through other
personnel," he said, adding that more "critical" personnel would
likely resign from the U.K. Lehman units without the transition
services agreement.

The U.K.-based Lehman units also control data about LBHI's
business in Europe.  LBHI reportedly lost access to the
information system and was sealed off from their trading positions
after those units were put under administration.

Mr. Waisman said that LBHI's bankruptcy filing meanwhile affected
its services to its U.K.-based units, which are now seeking the
company's continued assistance through the transition services
agreement.

"The [transition services agreement] strikes an even-handed
balance among the parties, and is in the best interests of these
estates and their creditors," he said.

The key terms of the agreement are:

   (1) The U.K.-based Lehman units and LBHI will continue to
       render those services they previously provided to each
       other prior to the bankruptcy filing.

   (2) The U.K.-based Lehman units will make available to LBHI
       their employees to assist the company and vice-versa.

   (3) LBHI can access its U.K.-based units' information system
       and vice-versa for a period of 24 months starting Nov. 13.
       Each company is required to grant an irrevocable, royalty-
       free license to the intellectual property in any software
       or technology it used in operating its business during the
       period Sept. 22, 2007, and Sept. 15, 2008.

   (4) Each company is required to make available its facilities,
       infrastructure and employees necessary for the delivery of
       the needed services.  For a period of 24 months after
       Nov. 13, each company will make available the services of
       its employees and contractors who have material knowledge
       of its operations and assets, as well as its books and
       records about its operations.

   (5) The U.K.-based Lehman units are required to cooperate
       with LBHI in establishing new companies or in obtaining
       authorizations from a government or regulatory agency.

   (6) During the period Sept. 15 to Nov. 13, the remuneration
       costs for any employees of the U.K.-based Lehman units
       who work in Lehman's investment management business or
       private equity business will be charged to LBHI, together
       with an amount equal to 20% of those remuneration costs as
       payment for the services.

       For a period of six months starting Nov. 13, each company
       will be charged the remuneration costs of all its
       employees; an amount equal to 20% of those remuneration
       costs as payment for the services; and additional costs
       agreed by the companies.  After this period, the company
       availing the service will be charged at a cost equal to
       the reasonable fully loaded costs and expenses to the
       company providing the service incurred as a direct result
       of the recipient's requirements, plus 15% of such cost.

   (7) The recipient will indemnify and hold harmless the company
       providing the services for any claim or damage owed to
       third parties.  The company providing the services will
       not have liabilities to the recipient in connection with
       services rendered under the agreement, except for those
       resulting from its gross negligence or willful misconduct.
       The liability and indemnification should not exceed the
       aggregate amount of 125% of the charges paid or payable to
       the company for its services.

   (8) Until the bankruptcy court approves the agreement, the
       U.K.-based Lehman units are not required to fulfill its
       obligations under the agreement, with the exception of
       disbursing the bonuses and remuneration costs for
       employees where Neuberger pre-funds those disbursements.

A full-text copy of the transition services agreement is available
without charge at:

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

Prior to the Court's decision, Thomson Reuters PLC and Thomson
Reuters Corporations filed an objection, demanding LBHI to
identify the products and services that would be shared under the
transition services agreement.

Reuters complained that LBHI did not describe in detail what
products and services would be exchanged under the deal, leaving
them wondering whether or not they include the products and
services they are providing to the bankrupt company under their
contracts.

Thomson Reuters and LBHI are parties to various intellectual
property content, license, maintenance, support and other
agreements.  Reuters objects to the sharing of the products and
services its providing to Lehman Brothers Holdings with its U.K.-
based units without their consent and that they would demand
payment for any of their services and products that might be
included in the transition services agreement.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: LBI Trustee Settles Barclays' $7 Billion Claim
---------------------------------------------------------------
James W. Giddens, as trustee for the SIPA liquidation of the
business of Lehman Brothers Inc., asks the U.S. Bankruptcy Court
for the Southern District of New York to approve a settlement and
compromise with Barclays Capital Inc., and JPMorgan Chase Bank,
N.A.

During the week of September 15, 2008, following the chapter 11
filing of Lehman Brothers Holdings, Inc., its brokerage unit, LBI,
continued to operate.  As described by the New York Fed, this was
a "carefully thought out decision" designed to "facilitate an
orderly wind-down" of LBI, and was supported by New York Fed
financing of LBI's payroll and operations.  This financing was on
a fully secured basis, supported by LBI collateral.

On Sept. 16, 2008, LBHI, LBI, and Barclays entered into an Asset
Purchase Agreement, pursuant to which LBHI agreed to sell to
Barclays key U.S. assets, including LBI.

By Sept. 17, the New York Fed had funded to LBI $46.22 billion in
cash and Treasury securities against $50.62 billion in collateral.

On Sept. 17, 2008, Barclays agreed to replace the New York Fed in
funding LBI -- that is, to "step into the shoes of the Fed."  The
parties understood this to mean that Barclays would provide
funding through a reverse repurchase transaction using essentially
the same securities that had been pledged by LBI to the New York
Fed (the Fed Portfolio).

The form of transaction selected by Barclays to effectuate the
substitute funding for LBI was a reverse repurchase transaction
between Barclays and LBI, entered into on Sept. 18, 2008. Pursuant
to the Replacement Transaction, LBI was to provide Barclays with
$49.7 billion in securities in exchange for
$45 billion in cash.  This ratio was consistent with the ratio of
cash to securities used in the earlier repurchase agreement
between LBI and the New York Fed.

On Sept. 18, 2008, Barclays initiated the process of transferring
$45 billion to fund LBI overnight.  A series of funds transfers
were made using the Fedwire Funds Service, which is operated by
the New York Fed.  By early evening of that date, the entire sum
of $45 billion had been transferred by Barclays to LBI.

Notwithstanding that both Depository Trust and Clearing
Corporation and the Fedwire Securities Service remained open for
hours past their normal closing times on Sept. 18 in an effort to
complete the delivery of the Fed Portfolio to Barclays,
operational issues interfered with the ability to transfer all of
the securities.  When DTCC closed at 11 p.m. on September 18th,
Barclays had received $42.7 billion of the approximately
$49.7 billion in securities it was expecting under the terms of
the Replacement Transaction.

LBI therefore agreed, either late on the night of Sept. 18th or
early in the morning of Sept. 19, 2008, to transfer $7 billion in
cash to Barclays at an account at JPMorgan.  The expectation at
that time was that, the next day, LBI would transfer the remaining
securities originally due under the Replacement Transaction, and
Barclays would transfer the Subject Funds to LBI.

The transfer of the remaining securities was discussed on Friday
Sept. 19 and into the weekend, but did not occur.  On Sept. 19,
SIPC commenced this proceeding and the Court approved the Purchase
Agreement.  The parties then entered into the Clarification Letter
to the Purchase Agreement, dated Sept. 20, 2008.  The closing
pursuant to the Purchase Agreement occurred early on Monday,
Sept., 22, 2008.

In the meantime, JPMorgan caused the Subject Funds to be
transferred to an LBI account at JPMorgan.  The Clarification
Letter provided that the Replacement Transaction was terminated,
and that the securities that had actually been delivered were
"deemed to constitute part of the Purchased Assets" under the
Purchase Agreement.  Accordingly, LBI would have no further
obligation to "repurchase" those securities under the repo and
Barclays would not be obligated to deliver such securities back to
LBI.

Barclays asserts that, at the time the Clarification Letter was
finalized, Barclays believed that the $7 billion in cash was in
its account at JPMorgan, and did not learn until Sept. 23, that
the Subject Funds were not in Barclays' account at JPMorgan.

As set forth in the accompanying affidavits, it is asserted that
these events left Barclays without the full consideration it had
contracted for under the Replacement Transaction and the Purchase
Agreement.  Barclays had neither the $7 billion nor its equivalent
value in securities that were originally to have been delivered
pursuant to the Replacement Transaction.

                        Settlement Reached

The LBI Estate faces claims related to its retention of both the
remainder of the Fed Portfolio and the Subject Funds.

After negotiations, the parties reached a settlement.  The
proposed settlement would convey to Barclays cash and securities
having a lesser value, due to "market events" since Sept. 17.  The
cash portion of the settlement consideration (leaving out
distributions received since Sept. 19) is the sum of
$1.25 billion and $7.1 million, which is $5.743 billion less than
the amount that might be claimed.  The securities portion of the
settlement consideration, although difficult to value with
precision, is today worth "substantially less" than
$5.743 billion.  The difference creates a settlement discount for
the LBI Estate.

The principal terms of the proposed Settlement Agreement are:

    (a) Barclays will receive (i) (x) the undelivered Fed
        Portfolio securities that have not been liquidated by
        JPMorgan, together with (y) all principal and interest
        payments and any other distributions on the Settlement
        Consideration Fed Portfolio Securities (including,
        without limitation, the proceeds at maturity of any
        securities) attributable to the period on and after
        Sept. 18, 2008, and (ii) $7,103,500 (representing the
        proceeds of certain Fed Portfolio Securities that
        initially were understood to be among the Settlement
        Consideration Fed Portfolio Securities but in fact have
        been liquidated by JPMorgan), plus, in the case of each
        of (i)(y) and (ii), interest accrued thereon from the
        time of receipt to the time of payment at the effective
        fed funds rate from time to time during such period.

    (b) To partially account for the undelivered Fed Portfolio
        Securities that will not be delivered to Barclays as part
        of the Settlement Securities (because they have been
        liquidated by JP Morgan) and the decline in value of the
        Settlement Securities since Sept. 19, 2008, Barclays is
        to receive $1.25 billion in cash.

    (c) Barclays will receive $14,942,678 (representing principal
        and interest payments, and any other distributions, on
        the Delivered Securities attributable to the period on
        and after Sept. 18, 2008, which were received in LBI
        and/or JPMorgan accounts and not heretofore paid to
        Barclays), plus interest accrued thereon from the time of
        receipt to the time of payment at the effective fed funds
        rate from time to time during such period.

    (d) The Settlement Securities and Settlement Payment will be
        remitted to Barclays from LBI accounts at JPMorgan. To
        facilitate the settlement, JPMorgan has agreed to release
        all liens on the Settlement Securities and Settlement
        Payment.

    (e) The $7 billion of cash in LBI's account is acknowledged
        to have been applied against LBI's clearance advance
        obligations to JPMorgan, and the Settlement Securities,
        Settlement Payment is not applied to such obligations.

    (f) The parties will execute mutual limited releases

A copy of the parties' settlement agreement, dated Dec. 5, 2008,
is available at: http://bankrupt.com/misc/Lehman_JPM_7B_Deal.pdf

James B. Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New
York, relates that both as an exercise of his business judgment
for purposes of Section 363 of the Bankruptcy Code, and as a
weighing of the reasonableness factors for purposes of Rule
9019 of the Federal Rules of Bankruptcy Procedure, the Trustee has
concluded that the Settlement Agreement should be approved.

Mr. Kobak has cited these grounds:

     1. Litigation based on LBI's retention of both the Subject
        Funds and the Fed Portfolio would be expensive and
        protracted, and would divert significant resources and
        attention of the Trustee, his counsel and staff.

     2. The Estate is facing significant risk in the form of a
        claim in the amount of not less than $7 billion.  If such
        a claim were brought, it can be anticipated that a right
        to pre-judgment interest would also be claimed.  Even at
        a relatively modest 6% rate (the CPLR currently specifies
        9%), approximately $35 million per month of interest
        might be claimed to accrue while the issue remains
        unresolved.  The settlement would avoid these risks in
        return for settlement consideration in an amount
        substantially less than the potential exposure.

     3. The Settlement Agreement is the product of arm's length
        negotiations between the Trustee, Barclays, and JPMorgan,
        with the assistance of the New York Fed and the
        Securities Investor Protection Corporation.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: Management Wins Auction for Neuberger Berman
-------------------------------------------------------------
Executives of Lehman Brothers Holdings' investment management unit
won an auction to buy the business, beating out two other
competing bids including that of Bain Capital Partners and Hellman
& Friedman.

The investment management unit, which has assets of about
$160 billion as of Nov. 30, includes the Neuberger Berman money-
management business, former Lehman's private funds investments
group and asset-management unit.

The size of the winning bid in the auction sanctioned by the U.S.
Bankruptcy Court for the Southern District of New York for the
investment management unit was not disclosed.  Jim Fogarty, chief
operating officer of Lehman Brothers Holdings, however, said that
the group's bid offered greater value than the other bids and had
more certainty of closing, according to a report by The Associated
Press.

Mr. Fogarty said that the transaction gives the creditors a chance
to recoup more money down the line and that Lehman Brothers
Holdings' shares in the new company Neuberger Investment
Management will be eventually distributed to its creditors.

"Values in general are at a low point throughout the world.  We
picked it as the preferred answer because we think this is worth a
lot of money over time," Bloomberg News quoted him as saying.

The management group will control 51 percent stake while Lehman
Brothers Holdings will retain 49 percent stake in the new company.
George Walker, global head of investment management for Lehman
Brothers Holdings, will be chief executive and Joe Amato will
continue to lead Neuberger Berman, the largest operating unit.

The deal is expected to close in the first quarter of next year
after it is approved by the bankruptcy court later this month.
Lehman Brothers Holdings will face the task of winding down
millions of derivative contracts as it liquidates what is left
once the transaction is settled.

Bain Capital and Hellman previously agreed to buy the unit in
partnership with the management barely two weeks after Lehman
Brothers Holdings filed for bankruptcy on Sept. 15.  The
agreement, however, was called off and the court-approved auction
was held after Carlyle Group, a private equity firm, complained
over the unfairness of a quick sale.

Carlyle Group also weighed a bid with former Neuberger CEO Jeffrey
Lane but decided not to bid for the assets before the deadline on
Dec. 1.

Neuberger Berman, which Lehman Brothers Holdings bought in 2003
for $3.2 billion to expand its wealth-management business, was the
last big asset to be sold off in its bankruptcy case.  The
bankrupt company already sold its key U.S. assets to Barclays
Capital for $1.35 billion and its Asian, European, and Middle
Eastern businesses to Japan's largest brokerage, Nomura Holdings
Inc., for $2 billion.

Bloomberg News had reported on Nov. 29 that LBHI may not get to
close a $2.15 billion sale of its investment-management business
to Bain and Hellman as a result of a provision tying the deal's
completion to the value of the Standard & Poor's 500 Index.
The offer is conditioned on an S&P 500 average closing price of
more than 902 for the 10 trading days before the sale closes.
"The average for the last 10 days has been about 844, after the
index reached its 52-week intraday low of 741.02 on Nov. 21,"
Bloomberg noted in its Nov. 29 report.   When the parties signed
the deal on Oct. 3, the S&P closed at 1099.23.

The bidding deadline was extended from 12:00 noon to 9:00 p.m.
(New York time) on Dec. 1, 2008, then to Dec. 2, 2008 at 2:00 a.m.
(New York time).  The auction was conducted on schedule on Dec. 3.

According to a news release by Neuberger, as part of the
transaction, a new, independent investment management company to
be called Neuberger Investment Management will be created
comprising businesses that managed approximately $160 billion of
assets as of Nov. 30, 2008.  Management will control 51% of the
new company with LBHI retaining a 49% stake.  Final Bankruptcy
Court approval is scheduled for later this month and closing is
expected in the first quarter of 2009.

"We are thrilled to be moving forward toward becoming an
independent, standalone company," Mr. Walker said in a statement.
"Our portfolio management and client teams are extremely
enthusiastic about this next chapter in our history."

"Neuberger Berman's culture of excellence has never been stronger
and will continue to be a key part of how we deliver for our
clients and a key competitive advantage in the investment
management world," said Mr. Amato.

Said Marvin Schwartz, a managing director of Neuberger Berman, "As
we embrace the future and re-establish a direct ownership basis in
the business, we build on almost 70 years of high standards in
both investment performance and client service.  As a portfolio
manager here for almost 50 years, I am thrilled with this
outcome."

"We regard this transaction as the best outcome for the creditors
of Lehman Brothers," said Mr. Fogarty.  "Neuberger Investment
Management has a top-notch team in place that knows the business
and is highly motivated to deliver value."  "While we are
disappointed not to win the bidding for this important business,
we wish George Walker and the rest of the NIM management team
well," said Allen Thorpe, managing director with Hellman &
Friedman.  "We have utmost respect for the Company, its
senior management team and portfolio managers and remain confident
in NIM's continued success," added Phil Loughlin, managing
director with Bain Capital.

"Bain Capital and Hellman & Friedman are two of the premier
private equity firms in the world.  They played a key role at a
critical time in this process.  We have deep admiration for both
firms," said Mr. Walker.

Founded in 1939 by Roy Neuberger, Neuberger Berman has for seven
decades been committed to protecting and building wealth for its
clients.  With more than 25 experienced portfolio teams in its
Private Asset Management platform, the firm's research focus and
collaborative approach have consistently delivered superior
returns for clients.  A composite of Neuberger Berman funds has
outperformed the S&P Index on average over the past 10 years.
Neuberger Berman offers separately managed accounts, mutual funds
and advice to high net worth and institutional investors.
Neuberger Berman remains committed to its powerful culture, its
people, its alignment of interest with clients, and to continuing
its focus upon performance and client service.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: Sells Loans Deal W/ Russian Unit to Nomura Europe
------------------------------------------------------------------
Lehman Brother Holdings, Inc., sought approval to assign and sell
to Nomura Europe Holdings Plc, its loan agreement with 000 Lehman
Brothers, a non-debtor Lehman affiliate created to serve as a
platform to provide a broad array of investment banking services
into Russia, including equity and fixed income sales and trading
and investment banking advisory activities.

The agreement dated Sept. 25, 2007 was inked by the bankrupt
company and 000 LB, an affiliate incorporated in the Russian
Federation, to provide about $22.5 million to fund 000 LB's
operations in Russia.

Attorney for BLHI, Lori Fife, Esq., at Weil Gotshal & Manges, in
New York, said the proposed sale will solve the financial problem
being faced by 000 LB as well as preserve the interest of LBHI
under their agreement.

The filing of LBHI's bankruptcy reportedly halted the development
of 000 LB's broker-dealer business.  000 LB presently does not
have sources of trading revenue and is unlikely to fulfill its
duties under the loan agreement, including payment of about
$3.8 million it owes to Lehman Brothers Holdings.

"000 LB's balance sheet currently demonstrates 000 LB is likely in
the zone of insolvency.  000 LB's ability to repay [Lehman
Brothers Holdings] amounts owed under the loan facility is at best
uncertain, and, most likely, doubtful," Ms. Fife said in a court
filing.

                      The Purchase Agreement

LBHI tapped six bidders including Nomura Europe Holdings, to
purchase the loan agreement.  The five bidders, however,
eventually withdrew from the negotiating table.

Ms. Fife said that Nomura Europe Holdings signed a contract with
LB Russia Holdings Inc., which owns 000 LB, for the sale of the
000 LB loan agreement for $499,999.

The purchase agreement dated Nov. 24, provides these terms:

   (1) Lehman Brothers Holdings will sell, assign, transfer and
       convey absolutely and unconditionally to Nomura Europe
       Holdings the loan agreement free and clear of interests.

   (2) Nomura Europe Holdings will assume and agree, subject to
       valid claims and defenses, to pay as well as discharge
       Lehman Brothers Holdings, its successors and assigns
       from all obligations and liabilities resulting from the
       loan agreement.

   (3) The obligations of LBHI, 000 LB, and Nomura Europe Holdings
       under the purchase agreement is conditioned upon the
       closing of a private, out-of-court sale by LBRHI to Nomura
       Europe Holdings of a 100% participation interest in the
       charter capital of 000 LB.

   (4) If the purchase agreement is terminated in accordance with
       its terms, then the purchase agreement will be
       automatically terminated.

   (5) From Nov. 24 until the date of satisfaction of the
       conditions, LBHI will not (i) make any demands on 000 LB
       for payment of any amounts outstanding under the loan
       agreement or take any other steps to enforce its rights
       under the loan agreement; or (ii) sell, assign, transfer
       or convey its rights or interests in the loan without the
       written consent of Nomura Europe Holdings.

A hearing to consider approval of the proposed sale is scheduled
for Dec. 16, at 10:00 a.m.  Creditors and other concerned parties
have until Dec. 11, at 4:00 p.m. to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: SunCal Wants Stay Lifted to Pursue Own Cases
-------------------------------------------------------------
Andrew D. Gottfried, Esq., at Morgan, Lewis & Bockius LLP, in New
York, tells the Court that SCC Acquisitions, Inc., SunCal
Management, LLC, SCC Acquisitions, LLC, and SunCal Communities II,
LLC, and Bruce Elieff and certain other SunCal affiliates are
parties to an Agreement dated May 23, 2008, with Lehman Brothers
Holding, Inc., and Lehman ALI, Inc., a non-debtor affiliate of
LBHI.  The Agreement relates to a number of limited liability
companies formed to develop various residential real estate
projects located throughout the western United States.
SunCal and certain of the Projects comprise the SCC Entities.

Pursuant to the Agreement, LBHI and Lehman ALI committed to, among
other things, fund the continuing costs necessary to preserve the
value of the Projects, which had already received loans from
Lehman ALI or Lehman Commercial Paper, Inc., totaling
approximately $2.3 billion.  The amounts previously loaned and to
be advanced by Lehman pursuant to the Agreement are all secured
by, among other things, first priority trust deeds on the
Projects' real property.

According to Mr. Gottfried, since the Debtors' petition date,
Lehman has breached its obligations under the Agreement by failing
to fund the ongoing, critical expenses of the Projects.  "As a
result, the Projects have suffered, and continue to suffer,
catastrophic losses, and the public safety and health has been
endangered."

Mr. Gottfried relates that the SCC Entities have tried for weeks
to determine whether Lehman intended to honor its funding
commitment by notifying Lehman of the Projects' condition and
requesting that Lehman resume funding the Projects.  "During these
weeks, the SCC Entities' requests have been met with almost
complete inaction from Lehman.  Recently, Lehman representatives
have confirmed that the requested funding is not forthcoming."

"All of the SCC Entities are facing extreme financial distress
caused by Lehman's failure to honor its obligations under the
Agreement.  As a result, the SCC Entities must obtain relief under
the Bankruptcy Code as soon as possible.  Certain of the SCC
Entities have already filed or will file for bankruptcy relief and
others may shortly become subject to involuntary proceedings," Mr.
Gottfried tells Judge Peck.

As of November 10, 2008, 14 SCC Entities have filed for bankruptcy
between November 6 and 7.  The Chapter 11 petitions were filed in
the U.S. Bankruptcy Court for the Central District of California.

By this motion, the SCC Entities ask the Judge James M. Peck, who
is handling Lehman's Chapter 11 cases, to lift the automatic stay
to allow them to administer their bankruptcy cases filed by or
against them to the extent the administration of those cases may
affect Lehman's rights in the Projects and property held by the
Projects.

                Court Denies SCC Entities' Request

Judge Peck issued a ruling dated Nov. 21, denying the request of
SCC Acquisitions and its affiliates to lift the automatic stay.

The decision came three days after LBHI and the Official Committee
of Unsecured Creditors filed an objection, urging the Court to
deny the request of SCC Acquisitions and its affiliates.

In their objections, both said that the companies are seeking
carte blanche authority to take whatever actions in their own
bankruptcy cases without regard to its impact on Lehman Brothers
Holdings and its creditors.  They argued that it could result in
significant financial losses to Lehman Brothers Holdings since the
investment bank would have to expend resources to defend its
interests from whatever actions that the companies would take in
their own bankruptcy cases.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.

Irvine, California-based Palmdale Hills Property, LLC, develops
real estate property.  It filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. C. D. Calif. Case No. 08-17206).  Affiliates
who also filed separate Chapter 11 petitions include: SunCal
Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit
Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch,
LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and
SJD Development Corp.

Paul J. Couchot, Esq., at Winthrop Couchot PC represents Plamdale
Hills in its restructuring effort.  The company listed assets of
$100 million to $500 million and debts of $100 million to
$500 million.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LENOX GROUP: U.S. Trustee Appoints 3-Member Creditors Panel
-----------------------------------------------------------
The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors in the bankruptcy case
of Lenox Sales, Inc.:

   1. Pension Benefit Guaranty Corp.
   2. The Taubman Company LLC
   3. North American Color, Inc.

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

    -- consult with the Debtors concerning the administration of
       the bankruptcy cases;

    -- investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtors, the operation of the
       Debtors' business and the desirability of the continuance
       of the business, and any other matter relevant to the case
       or to the formulation of a plan of reorganization for the
       Debtors;

    -- participate in the formulation of a plan, advise its
       constituents regarding the Committee's determinations as
       to any plan formulated, and collect and file with the
       Court acceptances or rejections of the plan;

    -- request the appointment of a trustee or examiner; and

    -- perform other services as are in the interest of its
       constituents.

The Creditors Committee may retain counsel, accountants, or other
agents, to represent or perform services for the group.

                      About Lenox Group Inc.

Lenox Group Inc. -- http://www.department56.com/,
http://www.lenox.com/,and http://www.dansk.com/-- is a market
leader in quality tabletop, collectible and giftware products sold
under the Lenox, Dansk, Gorham and Department 56 brand names.  The
company sells its products through wholesale customers who operate
gift, specialty and department store locations in the United
States and Canada, Company-operated retail stores, and direct-to-
the-consumer channels including catalogs, direct mail, media,
telemarketing and the Internet.

Lenox Group, Inc., and six subsidiaries sought bankruptcy
protection from creditors before the U.S. Bankruptcy Court for the
Southern District of New York on Nov. 23, 2008.  Lenox seeks to
pursue the sale of substantially all its assets while under
Chapter 11 protection.

The case is In re Lenox Sales, Inc. (Bankr. S.D. N.Y. Case No. 08-
14679).  The Hon. Allan L. Gropper presides over the case.  Harvey
R. Miller, Esq., and Alfredo R. Perez, Esq., at Weil Gotshal &
Manges LLP serve as the Debtors' bankruptcy counsel.  Berenson &
Company acts as the Debtors' financial advisors, and Carl Marks
Advisory Group LLC serves as the Debtors' consultants.  The Garden
City Group is the Debtors' claims and notice agent.  As of October
25, 2008, the Debtors had $264,000,000 in total assets, and
$238,000,000 in total debts.


LODGENET INTERACTIVE: S&P Downgrades Corp. Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sioux Falls, South Dakota-based LodgeNet Interactive
Corp. (formerly LodgeNet Entertainment Corp.) to 'B-' from 'B'.
The rating outlook is stable.  The issue-level rating on the
company's secured debt also was lowered to 'B-' from 'B'.

"The downgrade is based on our concern that the company could
violate its leverage covenant once covenants tighten in the first
quarter of 2009, particularly given the steep decline in the
operating performance and challenging economy," explained Standard
& Poor's credit analyst Jeanne Mathewson.

The reported leverage as per the covenant calculation was 4.38x as
of Sept. 30, 2008, versus the leverage ratio covenant of 4.50x,
which further tightens to 4.25x on March 31, 2009.  LodgeNet will
need to significantly reduce debt in order to maintain compliance,
based on S&P's expectation that EBITDA will continue to decline
well into 2009.  As of Sept. 30, 2008, LodgeNet had outstanding
debt of $610.5 million.

The 'B-' rating reflects LodgeNet's slim cushion of compliance
with its bank covenants, declining operating trends, exposure to
the cyclical and seasonal lodging industry (which is facing
challenges due to the economic downturn), and the limited size and
long-term growth potential of this market niche.  LodgeNet's
operating results are subject to consumer and corporate travel, to
the discretionary nature of traveler purchases, and to the
unpredictable quality of movies, which generate the majority of
room revenue.

Longer term, S&P is concerned that increasing broadband access in
hotel rooms, combined with growing usage of portable devices,
could reduce demand for LodgeNet's core services, such as movies
on demand.  The company's participation in high-speed Internet
access services, aided by its February 2007 acquisition of assets
of StayOnline Inc., helps mitigate that risk somewhat.

LodgeNet is a provider of in-room electronic entertainment and
data services to hotels and, to a lesser extent, hospitals and
other guest-based businesses.  The company has a leading position
in its market niche, good EBITDA margins in the mid-20% area, and
relatively stable long-term non-cancellable hotel property
contracts.  The company's revenue and EBITDA decreased 5% and 3%,
respectively, in the third quarter of 2008 year over year.  Growth
in Hotel Services and System sales partially offset the decline in
Guest Entertainment revenue.  S&P expects the decline in Guest
Entertainment revenue to continue as a result of lower hotel
occupancy rates and continued consumer and business guest caution.


LONG ISLAND POWER: Rules Out Chapter 11 Bankruptcy Filing
---------------------------------------------------------
Mark Harrington at Newsday.com reports that Long Island Power
Authority has ruled out a Chapter 11 bankruptcy filing.

According to Newsday.com, Long Island Power and its ratepayers
have been debating drastic options, including privatization and
bankruptcy.

Newsday.com relates that Long Island Power has angered residents
after it proposed for a 4.8% hike in service rates for 2009, even
though fuel costs have dropped.  The report says that Long Island
Power has started considering other options.  Except for filing
for bankruptcy, "everything should be on the table, even if that
means LIPA [Long Island Power] goes away," the report quoted Long
Island Power chief Kevin Law as saying.

Mr. Law, according to Newsday.com, formed an advisory group that
will evaluate Long Island Power's legal structure, debt, and
prospects for state review of the company's books.

Newsday.com states that Utility Consumer Advocacy Project Director
Paul Lozowsky told Long Island Power officials, "We are going
bankrupt keeping you out of bankruptcy."  According to the report,
Mr. Lozowsky urged Long Island Power to tell bondholders that it
tried to pay the $6.6 billion debt but failed.  The report says
that Mr. Lozowsky is one of those in favor of a Chapter 11 filing
for Long Island Power, and who want the company to grieve taxes
and renegotiate old contracts.

Mr. Law said that Long Island Power mustn't consider filing for
bankruptcy, primarily because it would drag down the company's
bond rating and increase borrowing costs, Newsday.com reports.

Garden City attorney Thomas Liotti, states Nesday.com, said that
he will set up the Strategic Litigation Institute to evaluate
options for Long Island Power, including an involuntary
bankruptcy.

Long Island Power's unhindered ability to raise rates without
regulatory review prevents conditions that normally would force a
bankruptcy filing, Newsday.com says, citing Fitch Ratings analyst
Lina Santoro.  "You'd need to see more serious financial hardship"
on the part of LIPA, because "LIPA is certainly not on the brink
of going bankrupt," the report quoted Ms. Santoro as saying.

                 About Long Island Power

In May of 1998, the Long Island Power Authority (LIPA) --
http://www.lipower.org/-- became Long Island's primary electric
service provider.  Operating as a non-profit entity, LIPA has
continued to serve the Island's growing population with a
consistent commitment to cost- containment, efficiency and service
reliability.


LUCKY'S LANDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lucky's Landing, Inc.
        133 Barry Avenue
        Little Torch Key, FL 33042

Bankruptcy Case No.: 08-28531

Chapter 11 Petition Date: December 4, 2008

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Robert C. Hackney, Esq.
                  Hackney Law, PA
                  11382 Prosperity Farms Rd. #228
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 776-8600

Total Assets: $10,000,000

Total Debts: $3,272,221

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Crown Four LLC                 settlement of     $746,000
Attn: Edwin Scales, Esq.       legal claim
201 Front Street, Ste. 333
Key West, FL 33042

Lanny Gardner                  loan              $105,000
201 Front Street, Ste. 333
Key West, FL 33042

Caterpillar Financial
Services                       trade debt        $85,644
2120 West End Avenue
PO Box 34001
Nashville, TN 37203

Environmental Tactics Inc.     trade debt        $60,000

Phillip Rodolfo, Esq.          legal fees        $55,449

Ryan Im Knecht PLC             legal fees        $53,991

National City VISA             trade debt        $51,500

Monroe County Property Tax     property taxes    $50,000

Bank of America Mastercard     trade debt        $27,000

Citizen's Property Insurance   insurance         $15,493

McShane & Bowie PLC            legal fees        $11,199

Internal Revenue Service       taxes             $9,905

W. Keith Webb                  loan              $8,000

Capital One VISA               trade debt        $8,000

Acord Global Coverage          insurance         $6,088

Keys Energy Services           utility           $2,697

UPAC                           insurance         $1,316

Tapco                          insurance         $902

Synagro Southeast              trade debt        $847

AIG Flood Insurance            insurance         $764

The petition was signed by president Jack E. Warner.


LUSSO NY: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: LUSSO NY LLC
        C O VREP LLLP
        6001 SHADY OAK ROAD, SUITE 250
        MINNETONKA, MN 55343

Case No.: 08-46306

Debtor-affiliates filing separate Chapter 11 petitions:

   Case Number   Affiliate
   -----------   ---------
   08-46306      LUSSO NY LLC
   08-46307      LUSSO TAHOE II LLC
   08-46308      VREP LLLP
   08-46309      VREP ABACO 2 LLC
   08-46310      BGR 1 LLC
   08-46311      LUSSO ASPEN I LLC
   08-46312      LUSSO MIAMI II LLC
   08-46313      LUSSO LA JOLLA II LLC
   08-46314      LUSSO NAPLES I LLC
   08-46315      LUSSO ARIZONA I LLC
   08-46316      LUSSO CABO I LLC
   08-46317      LUSSO CABO II LLC
   08-46318      LUSSO COPPER I LLC
   08-46319      LUSSO HAWAII I LLC
   08-46320      LUSSO JACKSON HOLE I LLC
   08-46321      LUSSO JACKSON HOLE II LLC
   08-46322      LUSSO KIAWAH I LLC
   08-46323      LUSSO LA JOLLA I LLC
   08-46325      LUSSO MIAMI I LLC
   08-46326      LUSSO NAPLES II LLC
   08-46327      LUSSO TAHOE I LLC
   08-46328      LUSSO UTAH I LLC
   08-46329      LUSSO UTAH II LLC
   08-46330      SLG MANHATTAN LLC
   08-46331      SUTHERLAND ARIZONA II LLC

Chapter 11
Petition Date: December 5, 2008

Court: US Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtor's Counsel: Ralph Mitchell, Esq.
                    Tel: 612-338-5815
                    Email: rmitchell@lapplibra.com
                  Tyler D. Candee, Esq.
                    Tel: 612-343-4964
                    Email: tcandee@lapplibra.com
                  Lapp Libra Thomson Stoebner & Pusch
                  One Financial Plaza Suite 2500
                  120 S 6th St
                  Minneapolis, Mn 55402

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

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

The Debtors do not have unsecured creditors who are not insiders.


MANUEL DE LA CRUZ: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Manuel de la Cruz
        Carmen de la Cruz
        38112 Pioneer Drive
        Palmdale, CA 93552

Bankruptcy Case No.: 08-19836

Chapter 11 Petition Date: December 4, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Steven Earl Smith, Esq.
                  sesmithesq@aol.com
                  Steven E. Smith, Attorney at Law
                  20969 Ventura Blvd., Ste. 230
                  Woodland Hills, CA 91364
                  Tel: (818) 430-7770

Estimated Assets: unstated

Estimated Debts: unstated

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


MEDINA GLASS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Medina Glass Block, Inc.
          fka Medina Glass Block Co., Inc.
          dba Glass Block of America
        1213 Medina Road
        Medina, OH 44256

Bankruptcy Case No.: 08-54333

Debtor-affiliates filing separate chapter 11 petitions:

   Entity                                     Case Number
   ------                                     -----------
Indianapolis Glass Block, Ltd.                  08-54335
Boesch Brothers Partnership                     08-54337
Thermo Vent Manufacturing, Inc.                 08-54338
Glass Block USA, Inc.                           08-54339
Medina Glass Block of Northeastern Ohio, Inc.   08-54340
Glass Block of America, Inc.                    08-54341
Glass Block of America, Columbus, Ltd.          08-54343
Great Lakes Glass Block, Inc.                   08-54344
Glass Block of America, Eastern Seaboard, Inc.  08-54346
Glass Block of America in Kentucky, Inc.        08-54349

Chapter 11 Petition Date: November 25, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Northern District of Ohio (Akron)

Bankruptcy Judge: MARILYN SHEA-STONUM

Debtors' Counsel: Daniel A DeMarco, Esq.
                  Hahn Loeser & Parks LLP
                  200 Public Sq., Suite 2800
                  Cleveland, OH 44114-2301
                  Tel: (216) 621-0150
                  Fax: (216) 241-2824
                  E-mail: dademarco@hahnlaw.com

Medina Glass Block, Inc.'s financial status upon bankruptcy
filing:

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

Estimated Debts: $100,000 to $500,000

The Debtors' consolidated list of 30 largest unsecured creditors:

   Entity                         Nature of Claim     Amount
   ------                         ---------------     ------
Pittsburgh Corning                Trade debt        $430,831
800 Presque Isle Drive
Pittsburgh, PA
15239-2799
c/o Jeffrey S. Toney
Tel: (724) 387-3622

Clipper Magazine                  Trade debt          90,059
3708 Hempland Road
Mountville, PA 17554
c/o Julie Gutshall
Tel: (888) 569-5100 ext. 3824

Preferred Tax & Fin. Svc. Inc.    Trade debt          38,395
P.O. Box 26124
Akron, OH 44319
c/o Denise Prowell
Tel: (330) 801-4200

Broad Street Community            Trade debt          27,100
Newspaper

AT&T Yellow Pages                 Trade debt          27,070

Franz Mayor of Munich, Inc.       Trade debt          25,365

Royal Window & Door Profiles      Trade debt          21,898

Rea & Associates, Inc.            Trade debt          21,200

Machor Insurance                  Trade debt          19,733

Valpak of Northwestern Ohio       Trade debt          17,273

AT&T Advertising & Publishing     Trade debt          16,848

JB Dollar Stretcher Magazine      Trade debt          16,240

Robert Half Mgmt Resources        Trade debt          16,198

Glenny Glass Co.                  Trade debt          10,535

Lehigh Cement Company             Trade debt           9,350

The Gold Clipper                  Trade debt           8,400

L&L Exhibitions                   Trade debt           7,820

Chase Card Services               Trade debt           7,650
Cardmember Service

American Consumer Shows           Trade debt           7,380

All Metal                         Trade debt           7,184

Sheakley Uniservice, Inc.         Trade debt           7,128

Val-Pak                           Trade debt           6,980

DMG World Media                   Trade debt           6,600

Global Plastics                   Trade debt           6,232

BRT Extrusions, Inc.              Trade debt           6,171

Idearc Media Corp.                Trade debt           5,698

Advo                              Trade debt           5,565

DHL Express (USA) Inc.            Trade debt           4,417

Yellowpagse.com                   Trade debt           3,884

Pjax Freight Systems              Trade debt           3,913

The petition was signed by Charles R. Boesch, assistant vice
president of the Debtors.


MGP AUBURN: Case Summary & Six Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MGP Auburn Gresham II, LLC
        130 S. Jefferson Street
        Chicago, IL 60661

Bankruptcy Case No.: 08-33409

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
MGP Auburn Greshem, LLC                            08-33410
MGP Kedzie Motzart, LLC                        08-33411

Chapter 11 Petition Date: December 5, 2008

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtors' Counsel: Forrest L. Ingram, Esq.
                  fingram@fingramlaw.com
                  Forrest L. Ingram, P.C.
                  79 W Monroe Street, Suite 900
                  Chicago, IL 60603
                  Tel: 312 759-2838
                  Fax : 312 759-0298

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtors' Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Wells Fargo                                      $13,800,000
c/o Bates Layrson
131 S. Dearborn, Suite 1700
Chicago, IL 60603

Puritan Finance                                  $1,500,000
c/o Fred Harbeck
29 S. LasSalle
Chicago, IL 60601

People's Energy                                  $386,000
130 E. Randolph
Chicago, IL 60601

Peter Wang                                       $350,000

ComEd                                            $130,000

City of Chicago                                  $100,000

The petition was signed by managing member Gregory Perkins


MOLECULAR IMAGING: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Molecular Imaging Corporation
        4660 La Jolla Village Drive, Suite 500
        San Diego, CA 92122

Bankruptcy Case No.: 08-12490

Type of Business: The Debtor develops molecular imaging and
                  operates diagnostic testing facilities.

                  See: http://www.molecularimagingcorp.com/

Chapter 11 Petition Date: December 5, 2008

Court: Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Gregory K. Jones, Esq.
                  gjones@stutman.com
                  Stutman, Treister & Glatt, P.C.
                  1901 Avenue of the Stars, 12th floor
                  Los Angeles, CA 90067
                  Tel: (310) 228-5600

Total Assets: $569,000

Total Debts: $16,120,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Siemens Financial Services     equipment leases  $12,180,151
170 Wood Avenue South
Iselin, NJ 08830
Tel: (732) 476-3476

GE Healthcare Financial Serv.  equipment leases  $3,390,835
2 Bethesda Metro Center
Suite 600
Bethesda, MD 20814
Tel: (301) 664-9897

CitiCorp Vendor Finance        equipment leases  $452,127
PO Box 64419
Pittsburg, PA 15264-1419
Tel: (215) 638-9330

Peterson & Company             trade             $31,817

Siemens Medical Solutions      trade             $19,408

Decision Strategies Group      trade             $4,000

WI Link Europe                 trade             $953

Federal Express                trade             unknown

State University of New York   trade             unknown

12B Networks LLC               trade             unknown

The petition was signed by chief executive officer Kenneth C.
Frederick.


MOTOROLA INC: S&P Downgrades Corporate Credit Rating to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Motorola Inc. to 'BB+' from 'BBB'.  This and all
issue-level ratings on Motorola were removed from CreditWatch,
where they were placed with negative implications July 12, 2007.
The rating outlook is stable.

At the same time, S&P lowered its rating on the company's senior
unsecured debt to 'BB+' (at the same level as the 'BB+' corporate
credit rating on the company).  S&P also assigned a recovery
rating of '3' to this debt, indicating the expectation for
meaningful (50% to 70%) recovery in the event of payment default.

In addition, S&P withdrew its short-term ratings on the company.

The previous CreditWatch listing followed Motorola's announcement
that revenues and earnings for the June 2007 quarter would be
depressed because of weakness in the Mobile Devices unit.  S&P
lowered the long-term ratings to 'BBB' and they remained on
CreditWatch when S&P placed the 'A-2' short-term rating on
CreditWatch on Jan. 25, 2008, reflecting further deterioration of
the Mobile Devices unit's operating performance.

"The current rating action reflects continual operational
challenges in the Mobile Devices unit, which are not likely to be
reversed over the intermediate term, leading to depressed
profitability and returns, adjusted debt leverage over 4x, and
substantially diminished free cash flows," noted S&P's credit
analyst Bruce Hyman.

Our ratings on Motorola reflect the company's anticipated
performance as a single economic entity, given the uncertainty
surrounding the separation of the Mobile Devices unit-announced as
an operational possibility in January 2008, but recently deferred
indefinitely.  The ratings also reflect the company's expected
subpar profitability for the balance of 2008 and much of 2009 in a
weak market, significant operational challenges facing the Mobile
Devices unit as it redefines its product portfolio and cost
structure, and generally limited market positions for the Mobile
Devices and the wireless infrastructure units, all of which are
expected to persist.  The company's substantial liquidity and its
solid positions in broadband access and private radio systems
partly offset these difficulties.  S&P considers the Mobile
Devices unit to have a vulnerable business profile, and the
infrastructure businesses together to have a satisfactory business
profile.  Schaumburg, Ill.-based Motorola is a major supplier of
cellphones, set-top boxes, broadband infrastructure systems,
private radio networks, and wireless communications infrastructure
products.

On Oct. 30, 2008, Motorola announced September 2008 quarter
revenues of $7.5 billion, 15% below year-ago levels, reflecting a
31% year-on-year decline in the Mobile Devices business.  The
Mobile Devices business ($3.1 billion, or 42% of combined
September quarter revenues) reported a negative 10% operating
margin in the quarter, excluding one-time items, and has been
unprofitable for an extended time.

The company also announced a cost-reduction initiative, and its
decision to delay the separation of its Mobile Devices unit until
its profitability improves significantly.  Motorola took a
$770 million charge in the September 2008 quarter, largely in the
Mobile Devices unit, to implement the cost-reduction plan.
Motorola intends to reduce overall operating expenses in 2009 by
$800 million compared to 2008; about 75% of the savings are likely
to be in the Mobile Devices unit. About $300 million of the charge
will affect cash.

Mobile Devices will focus on its most profitable hardware and
software platforms and geographic markets.  Revenues and profits
in the first part of the year will be challenged by a narrower,
somewhat dated product portfolio and reduced geographic breadth,
as well as weak economic conditions in the key North American
market.  Standard & Poor's also expects about 10% fewer handsets
to be sold worldwide in 2009 at lower average prices than in 2008.
While Motorola expects the unit's 2009 performance to improve from
2008 levels, S&P expects Mobile Devices' losses to continue for at
least the next several quarters.  Performance in the latter part
of 2009 will depend on the success of products currently in
development, including the company's recently announced high-end
Windows Mobile and Android-based phones, and Motorola's cost-
reduction program, as well as competitors' actions and overall
market conditions.

                         Motorola's Comments

According to various reports, Motorola commented that "We believe
this ratings action undervalues the strength of the Company's
balance sheet and the substantial efforts underway to improve the
Company's profitability.  Motorola remains committed to
maintaining tight controls on costs, improving operating cash flow
across the Company and concentrating on maintaining our long-
standing relationships with all of our customers."


MSTAT IMAGING: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: MSTAT Imaging, LLC
        864 Central Blvd., Ste. 600
        Brownsville, TX 78520

Bankruptcy Case No.: 08-10653

Chapter 11 Petition Date: November 24, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Southern District of Texas (Brownsville)

Debtors' Counsel: William A. Csabi, Esq.
                  Attorney at Law
                  1213 E. Tyler
                  Harlingen, TX 78550
                  Tel: (956) 412-2727
                  E-mail: wcsabi@sbcglobal.net

Total Assets: $748,695

Total Debts: $1,057,235

The Debtors' four largest unsecured creditors:

   Entity                         Nature of Claim        Amount
   ------                         ---------------        ------
Pittsburgh Corning                Trade debt           $430,831
800 Presque Isle Drive
Pittsburgh, PA
15239-2799
c/o Jeffrey S. Toney
Tel: (724) 387-3622

Rio Bank                         Signature Loan        $188,235
3401 Old Hwy 77
Brownsville, TX 78520

Small Business Loan Source       Collecting for -      $839,000
Westheimer Rd. 11th Floor
Houston, TX 77                                  Value: $732,500

Emanuel Salgado Jr.              Loan                   $30,000
1552 East Harrison St.
Brownsville, TX 78520

David & Norma Mendoza            Notice Only                  0
C/O Robert A. Whittington
3505 Boca Chica Blvd. Suite 100
Brownsville, Texas 78521

The petition was signed by Julio C. Mendoza, the Debtor's
president.


NATIONAL WHOLESALE: Section 341(a) Meeting Set for December 29
--------------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
creditors of National Wholesale Liquidators on Dec. 29, 2008, at
2:00 p.m., at J. Calebs Boggs Federal Building, 2nd Floor, Room
2112 at 844 King Street in Wilmington, Delaware.

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.

                     About National Wholesale

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


NAVISTAR INT'L: Executives Find Material Impairment in VEE Assets
-----------------------------------------------------------------
The executive management of Navistar International Corporation
concluded that a material charge for impairment related to its VEE
Business Unit is required under generally accepted accounting
principles applicable to the company.  The VEE Business Unit is
comprised of these asset groups: the Huntsville Engine Plant, the
Indianapolis Engine Plant and the VEE asset group which includes
HEP, IEP and the Indianapolis Casting Corporation foundry.

Due to the significant reduction in demand from Ford Motor Company
for diesel engines produced by Navistar, Inc., the principal
manufacturing subsidiary of the company at the VEE Business Unit
and the expectation that Ford's demand for diesel engines will
continue to be below anticipated levels, the company concluded
that a trigger event under Statement of Financial Accounting
Standards No. 144 has occurred.  The company's analyses under SFAS
144 have led to a conclusion that a material impairment of the
carrying value of the affected assets has occurred.  At this time,
the company is evaluating the fair value of the affected assets by
taking into consideration current and expected future demand for
its products, well as the market value of the affected assets.

This work is ongoing, but the company estimates that it will
record expenses in fiscal 2008 ranging from $375 to $430 million,
the majority of which are expected to be recognized in the 4th
quarter of fiscal 2008.  The expenses are expected to include
$345 to $385 million of long-lived asset impairments and $30 to
$45 million of other charges.  Approximately $25 to $35 million of
the other charges are expected to require cash outlays.

             About Navistar International Corporation

Navistar International Corporation (NYSE: NAV) produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar International Corporation reported $272 million net
income for the three months ended July 31, 2008, on sales and
revenues of $3.8 billion.

As of July 31, 2008, Navistar $11.5 billion in total assets,
$11.7 billion in total liabilities and $228 million in
shareholders' deficit.


NETVERSANT SOLUTIONS: Court Approves December 17 Auction
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
bidding procedures and schedules related to the sale of
substantially all of NetVersant Solutions Inc. and its affiliates'
assets.  Bankruptcy Law360 says the Court dismissed objections by
the U.S. trustee.

Bids are due Dec. 15, 2008.  An auction will be held on Dec. 17 if
competing bids are received.  The Court will hold a hearing
Dec. 19 to consider approval of the sale.  Objections, if any, to
the sale are due Dec. 15.

As reported by the Troubled Company Reporter on Dec. 5, Roberta
DeAngelis, Acting U.S. Trustee for Region 3, objected to the sale.
Bankruptcy Law360 said the U.S. Trusteea complained that the sale
schedule is being rushed in favor of prepetition lenders as a
condition to the lenders extending postpetition financing.

Bankruptcy Insider said NetVersant is seeking to sell its assets
for $130,000,000, and that prepetition lender Patriarch Partners
Agency Services has made a stalking-horse bid for the Debtors'
assets.

The TCR said on Nov. 24, 2008, that 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.

                   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.


NETVERSANT SOLUTIONS: 3-Member Creditors Panel Named
----------------------------------------------------
Roberta DeAngelis, the Acting U.S. Trustee for Region 3, has
appointed three members to the Official Committee of Unsecured
Creditors in the bankruptcy case of NetVersant Solutions, Inc.,
and its debtor-affiliates:

   1. Anixter, Inc.
   2. Westcon Group North America, Inc.
   3. Sprint Solutions, Inc.

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

    -- consult with the Debtors concerning the administration of
       the bankruptcy cases;

    -- investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtors, the operation of the
       Debtors' business and the desirability of the continuance
       of the business, and any other matter relevant to the case
       or to the formulation of a plan of reorganization for the
       Debtors;

    -- participate in the formulation of a plan, advise its
       constituents regarding the Committee's determinations as
       to any plan formulated, and collect and file with the
       Court acceptances or rejections of the plan;

    -- request the appointment of a trustee or examiner; and

    -- perform other services as are in the interest of its
       constituents.

The Creditors Committee may retain counsel, accountants, or other
agents, to represent or perform services for the group.

                   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.


PFF BANK: FDIC Sets Feb. 26 as Bar Date to File Proofs of Claim
---------------------------------------------------------------
The Federal Deposit Insurance Coproration, as receiver for PFF
Bank and Trust, in Pomona, California, has set Feb. 26, 2009, as
the bar date for all PFF Bank and Trust's creditors to submit
their proofs of claim against the Debtor.

All proofs of claim must be sent to:

     FDIC as Receiver of PFF Bank and Trust
     Attn: Linda Shaw
     1601 Bryan Street, Dallas
     TX 75201

FDIC has arranged for the transfer of the insured deposits
from the Debtor to another insured depository institution, U.S.
Bank National Association, in Cincinnati, Ohio.

Insured deposit holders may leave their deposits in the new
institution, but must take action to claim ownership of their
respective deposits.

FDIC says this arrangement should minimize the inconvenience on
the part of the depositor as a result the closing of PFF Bank and
Trust.

Depositors should claim their deposits at U.S. Bank National
Association on or before May 21, 2010, or the funds will be
transferred back to FDIC.

As reported in the Troubled Company Reporter on Nov. 24, 2008,
U.S. Bank, National Association, Minneapolis, Minn., acquired the
banking operations, including all the deposits, of Downey Savings
and Loan Association, F.A., Newport Beach, Calif., and PFF Bank &
Trust, Pomona, Calif., in a transaction facilitated by the Federal
Deposit Insurance Corporation.

The combined 213 branches of the two organizations will reopen as
branches of U.S. Bank under their normal business hours, including
those with Saturday hours.  Depositors will automatically become
depositors of U.S. Bank. Deposits will continue to be insured by
the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.


PREMIER CARS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Premier Cars, Inc.
        P.O. Box 1016
        Loganville, GA 30052-1016

Bankruptcy Case No.: 08-31493

Chapter 11 Petition Date: November 21, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Middle District of Georgia (Athens)

Debtors' Counsel: Ernest V. Harris, Esq.
                  Harris & Liken, LLP
                  P.O. Box 1586
                  Athens, GA 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053
                  E-mail: ehlaw@bellsouth.net

Estimated Assets: Undisclosed

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

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

The petition was signed by Julie Pendleton, secretary of the
Debtor.


PYROTRONICS CORP: Agency Orders Probe on Water Contamination
------------------------------------------------------------
Jason Pesick at San Bernardino County Sun reports that the Santa
Ana Regional Water Quality Control Board has sent a letter to
Pyrotronics Corp.'s former chief, Harry Hescox, telling him to
launch a probe on Pyrotonics' role in water contamination.

According to County Sun, Ana Regional Water is in charge of
cleaning up the extensive water contamination at Riverside.  The
report says that the agency's executive officer, Gerard Thibeault,
said in the letter, "Evidence shows that large amounts of
perchlorate were used and disposed of by Pyrotronics in its large-
scale fireworks manufacturing operations that took place for
approximately two decades."  Perchlorate affects the thyroid
gland, causing problems in metabolism and mental and physical
development, says County Sun.

County Sun quoted Kurt Berchtold, assistant executive officer, as
saying, "The reason for issuing the order to Pyrotronics now is
because although they're a defunct corporation, they do have
insurance coverage that we believe may allow additional work to be
done on the site."

California-based Pyrotronics Corp. was the owner of Federal
Trademark Registration No. 857,753 for the trademark "Red Devil"
for fireworks.  On June 6, 1986, Pyrotronics filed for Chapter 11
bankruptcy protection.


RESERVE MANAGEMENT: Admits to Disclosing Inaccurate Information
---------------------------------------------------------------
Steve Stecklow and Diya Gullapalli at The Wall Street Journal
report that Reserve Management Company Inc.'s Reserve Primary Fund
has admitted that it gave inaccurate information in its initial
disclosure of fund trouble in September 2008.

According to WSJ, Primary Fund now says that the price actually
dropped below the $1 per share that money-market funds must
maintain five hours earlier than previously stated.

WSJ relates that Reserve Management had also said that it expected
the Lehman Brothers debt to hold its value after Lehman Brothers'
Chapter 11 filing on Sept. 15, 2008.  WSJ states that now it was
revealed that Reserve Management had already marked down the
Lehman Brothers debt by 20%.  The Primary Fund had put part of its
shareholders' cash in Lehman Brothers, according to the report.

WSJ reports that as of September 2008, the Primary Fund and 25
other money-market funds managed by Reserve Management held about
$89 billion of investors' money.  The report says that about 21 of
those funds are liquidating.  Investors in the Primary Fund have
gotten back 80% of their money so far, according to the report.

WSJ states that Reserve Management faces more than a dozen
lawsuits on alleged deviation from the fund's stated investment
objective, among others.

                     *     *     *

As reported in the Troubled Company Reporter on Sept. 25, 2008,
Moody's Investors Service downgraded and left on review for
further downgrade 10 money market and bond funds managed by
Reserve Management Company, Inc., including The Reserve Primary
Fund's 'Caa' rating.


ROSWELL BUSINESS: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Roswell Business Center I, LLC
        11660 Alpharetta Highway, Ste. 460
        Roswell, GA 30076

Bankruptcy Case No.: 08-83963

Chapter 11 Petition Date: November 24, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Northern District of Georgia (Atlanta)

Debtors' Counsel: Jimmy C. Luke, Esq.
                  Foltz Martin, LLC
                  Suite 750
                  5 Piedmont Center
                  Atlanta, GA 30305
                  Tel: (404) 231-9397
                  Fax: (404) 237-1659
                  E-mail: jluke@foltzmartin.com

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

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

   Entity                         Nature of Claim        Amount
   ------                         ---------------        ------
Roswell Business Center II, LLC   Purchase money &     $229,528
P.O. Box 100157                   tenant allowance
Roswell, Georgia 3007             notes
Tel: (770) 475-5187

Fulton County
141 Pryor St. S. W.               Property taxes        $91,852
Atlanta, Georgia 30303
Tel: (404) 730-6100

City of Roswell                   Property taxes        $27,985
38 Hill Street, Suite 130
Roswell, Georgia 30075
Tel: (770) 641-3759

AT&T                              Utilities                $300

AT&T                              Phone, fire alarm        $635
                                  monitoring

City of Roswell                   Garbage services       $1,293

Consumer Security                 Fire sprinkler           $550
Services, Inc.                    monitoring

Georgia Power Company             Utilities              $3,500

Fulton County Finance Dept.       Water & sewer          $3,500
Water & Sewer Billing

Future Security, Inc.             Security                 $250

Scana Energy                      Utilities                $650

The Brinkman Group Ltd. LLC       Grounds                $3,662
                                  maintenance

The petition was signed by W. Richard Matherly and L. Gregg Ivey
of general partners of Matherly Ivey Associates, LP.


ROYAL CARRIBEAN: S&P Downgrades Corporate Credit Rating to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Miami, Florida-based Royal Caribbean Cruises Ltd. to
'BB' from 'BB+'.  The issue-level ratings on the company's debt
were also lowered by one notch.  At the same time, these ratings
were removed from CreditWatch, where they were placed with
negative implications Nov. 7, 2008.  The rating outlook is
negative.

"The ratings downgrade reflects our expectation that the currently
weakened state of the economy and the pullback in consumer
spending, which has intensified in recent months, will result in
meaningfully weaker credit metrics over the next several
quarters," said S&P's credit analyst Ben Bubeck.

More specifically, S&P's projections call for declines in net
revenue yields in the mid-single-digit percentage area in 2009,
which, despite scheduled 2009 capacity increases of nearly 7%,
would result in minimal growth in EBITDA from 2008 levels.  Given
RCL's aggressive fleet expansion strategy, which calls for
$2.1 billion of capital spending in 2009, S&P project that funded
debt balances will increase by slightly more than $1 billion
during 2009.  Absent any meaningful growth in EBITDA, this
scenario would result in leverage (adjusted for operating leases
and port commitment fees) reaching the low-6x area, which is weak
for the previous 'BB+' rating.

Although leverage above 6x would also be considered weak for the
current 'BB' rating, this rating incorporates the expectation that
a return to more robust revenue growth in 2010, combined with a
continued focus on managing operating expenses, should improve
cash flow generation and result in a financial risk profile more
consistent with the current rating.  However, a more rapid
deterioration in net revenue yields than currently anticipated, or
the expectation for a more prolonged economic downturn, could
result in further rating downside.

The 'BB' rating reflects RCL's aggressive financial risk profile,
the capital intensive nature of the cruise industry, and the
sensitivity of the travel and leisure sector to economic cycles.
These factors are somewhat offset by the company's solid brands, a
relatively young and high-quality fleet of ships, high barriers to
entry in the cruise industry, and an experienced management team.
The 'BB' rating also reflects RCL's adequate liquidity position,
supported by access to government-guaranteed financing
arrangements to fund ship deliveries to the extent necessary.

While trends in bookings and pricing had been solid into the third
quarter of 2008, RCL has experienced weakness in these metrics in
recent months.  Substantial decreases in fuel costs, combined with
various cost-containment initiatives, should somewhat offset the
impact that weaker booking and pricing trends have on revenues.
However, S&P project that weakness in booking and pricing trends
will persist at least through the first half of 2009, and project
that 2009 EBITDA will be roughly flat to 2008 levels.

During the nine months ended Sept. 30, 2008, EBITDA increased
approximately 3% to nearly $1.2 billion, partially driven by
capacity increases.  Total debt to EBITDA (adjusted for operating
leases and port commitment fees) was 4.7x as of Sept. 30, 2008.
Including approximately $519 million in debt drawn in October to
fund the recent delivery of the Celebrity Solstice, leverage was
about 5x.  While this metric is currently on par for the current
'BB' rating, S&P project that leverage will modestly exceed 6x by
the end of 2009, excessive for a 'BB' rating given S&P's view of
RCL's business profile.


SENTINEL MANAGEMENT: Chapter 11 Trustee Sues Citadel and Goldman
----------------------------------------------------------------
Bankruptcy Law360 reports that Frederick J. Grede, the Chapter 11
trustee appointed in the chapter 11 case of Sentinel Management
Group, Inc., has filed a lawsuit against hedge fund manager
Citadel Investment Group LLC and Goldman Sachs & Co.  The report
says the chapter 11 trustee alleged that Citadel and Goldman
unfairly benefited from transfer of securities from Sentinel to
Citadel in a securities fraud cover-up scheme.  The lawsuit was
filed with the U.S. Bankruptcy Court for the Northern District of
Illinois, the report notes.

In November, Bankruptcy Law360 reported that the chapter 11
trustee commenced a securities fraud action against FTN Financial
Securities Corp., Stephen M. Folan and Jacques de Saint Phalle.
According to the report, Mr. Grede asserted that the defendants
bribed the Debtor's former head trader as part of a scheme to sell
the Debtor hundreds of millions of dollars' worth of risky
structured finance products.  The 12-count suit was filed before
the U.S. District Court for the Northern District of Illinois.

As reported by the Troubled Company Reporter on Nov 28, 2008, the
Official Committee of Unsecured Creditors and Mr. Grede filed with
the Bankruptcy Court their third amended Chapter 11 Plan of
Liquidation.  The Plan provides for the liquidation of the
Debtor's assets and the distribution of such assets to Creditors.
On the Effective Date, the Liquidation Trustee shall establish and
maintain a reserve for the payment of the Disputed BONY Reserve in
the amount of $370,000,000 in Cash which shall be held in a
segregated investment account.  The Cash shall be invested 100% in
the Dreyfus Treasury Cash Management fund, unless such other
investment is agreed to in writing by BONY.

Under the Plan, holders of Class 3 Claims -- arising from Customer
deposits with Sentinel -- and Class 4 Claims -- which do not
constitute Administrative Claims, Priority Tax Claims, Other
Priority Claims, or Subordinated Claims -- will be entitled to a
Pro Rata distribution of Cash and Cash proceeds of all Property,
including Customer Property, not allocated for payment of Allowed
Claims in other Classes, provided that no further distributions
shall be made to any Citadel-Beneficiary Customer, unless and
until, all Holders of Allowed Class 3 Customer Claims that are
NonCitadel-Beneficiary Customers shall have received a Percentage
Recovery on account of such Claims equivalent to the Percentage
Recovery of such Citadel-Beneficiary Customer taking into account
all of such Citadel-Beneficiary Customer's Class 3 Customer
Claims.

Holders of Class 5 Subordinated Claims and Class 6 Equity
interests will receive no distributions.

Classes 1 and 2 are deemed to have accepted the Plan and are not
entitled to vote.

Classes 3, 4, 5, and 6 are impaired under the Plan.  Classes 3 and
4 are entitled to vote on the Plan; Classes 5 and 6 are deemed to
have rejected the Plan and, thus, not entitled to vote.

A full-text copy of the Summary Blackline Third Modified Chapter
11 Plan of Liquidation dated Nov. 20, 2008, is available for free
at http://researcharchives.com/t/s?3556

                    About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions.  The company filed a voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor as counsel.  Quinn,
Emanuel Urquhart Oliver & Hedges, LLP, represents the Official
Committee of Unsecured Creditors as counsel.  DLA Piper US LLP is
the Committee's co-counsel.  When the Debtor sought bankruptcy
protection, it listed assets and debts of more than $100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee as counsel.


SIMMONS CO: Forbearance Agreement Extended to December 10
---------------------------------------------------------
On November 25, 2008, the forbearance period under the First
Forbearance Agreement and Second Amendment to the Second Amended
and Restated Credit and Guaranty Agreement between Simmons Bedding
Company, THL-SC Bedding Company and certain subsidiaries of
Simmons Bedding party to its senior credit facility and its senior
lenders and Deutsche Bank AG, as a senior lender and
administrative agent for the senior lenders, was extended until
December 10, 2008.

The Simmons companies entered into the First Forbearance Agreement
on November 12, 2008.  Based on the terms of the Forbearance
Agreement, the senior lenders agreed to, among other things,
forbear from exercising their default-related rights and remedies
against Simmons Bedding and the other Credit Parties with respect
to certain specified defaults that had occurred as of November 12,
2008, and that are expected to continue during the effective
period of the Forbearance Agreement.  During the forbearance
period, the applicable margin on the revolving loans and tranche D
term loans will increase 2.0% per annum above the rate otherwise
applicable.  In the event an amendment to the senior credit
facility is executed during the forbearance period on or before
December 10, 2008, the 2.0% increase in applicable margin will not
be payable.  In the event that a Restructuring Amendment does not
become effective on or prior to December 10, 2008, the interest
accrued pursuant to the Forbearance Agreement that otherwise would
have been payable under the senior credit facility during the
forbearance period will be payable on December 10, 2008, and each
applicable interest payment date thereafter.  In addition, Simmons
Bedding agreed to pay (a) the lenders who approved the Forbearance
Agreement a forbearance fee equal to 0.125% of the aggregate
outstanding amount of that lender's outstanding debt under the
senior credit facility; and (b) the fees and expenses of the
lender's counsel in connection with the Forbearance Agreement.

For the quarter ended September 27, 2008, Simmons Bedding was not
in compliance with a financial covenant and certain other
covenants contained in its senior credit facility.  Since the
Company's financial statements and debt presentation are
materially impacted by the non-compliance and may be materially
impacted by the terms contained in the amendment under
negotiation, the Company has elected to not file its Quarterly
Report on Form 10-Q for the quarter ended September 27, 2008
within the prescribed period of time.  Additional time is required
to complete the amendment and the related debt classification and
disclosures in the Quarterly Report on
Form 10-Q for the quarter ended September 27, 2008, to give effect
to the amendment.

In addition, pursuant to the reporting covenant contained in the
credit agreement governing the $300.0 million senior unsecured
loan of Simmons Holdco, a holding company that wholly owns the
Company, Simmons Holdco has agreed to furnish to its lenders,
within five days of the time period specified in the Securities
and Exchange Commission's rules and regulations, those quarterly
and annual financial reports that Simmons Holdco would be required
to file with the SEC if Simmons Holdco were required to file those
reports.

                       About Simmons Company

Headquartered in Atlanta, Georgia, Simmons Company --
http://www.simmons.com/-- is a mattress manufacturer and marketer
of a range of products through its indirect subsidiary Simmons
Bedding Company.  Products includes Beautyrest(R), Beautyrest
Black(TM), ComforPedic by Simmons(TM), Natural Care(TM),
BackCare(R), Beautyrest Beginnings(TM) and Deep Sleep(R).  Simmons
Bedding Company operates 21 conventional bedding manufacturing
facilities and two juvenile bedding manufacturing facilities
across the United States, Canada and Puerto Rico.  Simmons also
serves as a key supplier of bedding to hotel groups and resort
properties.

The Troubled Company Reporter reported on Nov. 18, 2008, that
Standard & Poor's Ratings Services lowered its ratings on Atlanta,
Ga.-based Simmons Company, including its corporate credit rating,
to 'CCC' from 'B-'.  At the same time, S&P revised the CreditWatch
listing to developing from negative.  S&P originally placed the
company's ratings on CreditWatch with negative implications on
Aug. 12, 2008, following the company's drawdown of its revolving
credit facility after the end of the second quarter, and
subsequently lowered the rating to 'B-' from 'B' on Oct. 22, 2008.
As of Sept. 27, 2008, Simmons had close to $1.3 billion in total
debt, including debt at its holding company, Simmons Super Holding
Co.


SMT RESOURCE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: SMT Resource Group, LLC
        130 Mosswood Blvd.
        Youngsville, NC 27596

Bankruptcy Case No.: 08-08348

Chapter 11 Petition Date: November 24, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Eastern District of North Carolina (Wilson)

Debtors' Counsel: William P. Janvier, Esq.
                  Everett Gaskins Hancock & Stevens, LLP
                  P.O. Box 911
                  Raleigh, NC 27602
                  Tel: (919) 755-0025
                  Fax: (919) 755-0009
                  Email: bill@EGHS.com

Total Assets: $2,618,078

Total Debts: $3,725,063

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

              http://bankrupt.com/misc/nceb08-08348.pdf


SMT RESOURCE: U.S. Trustee to Hold Sec. 341 Meeting on Jan. 2
-------------------------------------------------------------
The United States Trustee for the Eastern District of North
Carolina will convene a meeting of creditors in the bankruptcy
case of SMT Resource Group, LLC, on January 2, 2008, at 10:00 a.m.
at Raleigh 341 Meeting Room.

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

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

Additionally, creditors have until April 2, 2009, to file proofs
of claim against the estate.

Based in Youngsville, North Carolina, SMT Resource Group, LLC,
filed for bankruptcy protection on November 24, 2008 (Bankr. E.D.
N.C. Case No. 08-08348).  William P. Janvier, Esq., at Everett
Gaskins Hancock & Stevens, LLP, in Raleigh, North Carolina, serves
as the Debtor's bankruptcy counsel.  The Debtor disclosed
$2,618,078 in total assets and $3,725,063 in total debts when it
filed for bankruptcy.


SPARTANS INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Spartan Junior Drum and Bugle Corps, Inc.
          dba Spartans, Inc.
        73 East Hollis Street
        Nashua, NH 03060-6303

Bankruptcy Case No.: 08-13492

Chapter 11 Petition Date: November 25, 2008

Bankruptcy Court: United States Bankruptcy Court
                  District of New Hampshire (Manchester)

Debtors' Counsel: Eleanor Wm. Dahar, Esq.
                  20 Merrimack Street
                  Manchester, NH 03101
                  Tel: (603) 622-6595
                  E-mail: edahar@worldnet.att.net

Total Assets: $1,001,031

Total Debts: $1,067,880

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

              http://bankrupt.com/misc/nhb08-13492.pdf


SPARTANS INC: U.S. Trustee to Hold Sec. 341 Meeting on Dec. 18
--------------------------------------------------------------
The United States Trustee in Manchester, New Hampshire will
convene a meeting of creditors in the bankruptcy case of The
Spartan Junior Drum and Bugle Corps, Inc., dba Spartans, Inc., on
December 18, 2008, at 2:00 p.m., at 1000 Elm Street, Room 702, in
Manchester.

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

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

Based in Nashua, New Hampshire, The Spartan Junior Drum and Bugle
Corps, Inc., dba Spartans, Inc., filed for chapter 11 protection
on November 25, 2008 (Bankr. D. N.H. Case No. 08-13492).  Eleanor
Wm. Dahar, Esq., in Manchester, New Hampshire, acts as bankruptcy
counsel.  When it filed for bankruptcy, the Debtor disclosed
$1,001,031 in total assets, and $1,067,880 in total debts.


STONE PINE HOLDINGS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Stone Pine Holdings, LLC
        1299 4th St Ste 500
        San Rafael, CA 94901-3031

Case No.: 08-12611

Chapter 11
Petition Date: December 5, 2008

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

Debtor's Counsel: Craig K. Welch, Esq.
                  Welch and Olrich
                  809 Petaluma Blvd. N
                  Petaluma, CA 94952
                  Tel: (707) 782-1790
                  Email: welch@welcholrich.com

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

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

The Debtor does not have unsecured creditors who are not insiders.


SUNCAL COS: Wants to Lift Stay in Lehman's Cases
------------------------------------------------
Andrew D. Gottfried, Esq., at Morgan, Lewis & Bockius LLP, in New
York, tells the Court that SCC Acquisitions, Inc., SunCal
Management, LLC, SCC Acquisitions, LLC, and SunCal Communities II,
LLC, and Bruce Elieff and certain other SunCal affiliates are
parties to an Agreement dated May 23, 2008, with Lehman Brothers
Holding, Inc., and Lehman ALI, Inc., a non-debtor affiliate of
LBHI.  The Agreement relates to a number of limited liability
companies formed to develop various residential real estate
projects located throughout the western United States.
SunCal and certain of the Projects comprise the SCC Entities.

Pursuant to the Agreement, LBHI and Lehman ALI committed to, among
other things, fund the continuing costs necessary to preserve the
value of the Projects, which had already received loans from
Lehman ALI or Lehman Commercial Paper, Inc., totaling
approximately $2.3 billion.  The amounts previously loaned and to
be advanced by Lehman pursuant to the Agreement are all secured
by, among other things, first priority trust deeds on the
Projects' real property.

According to Mr. Gottfried, since the Debtors' petition date,
Lehman has breached its obligations under the Agreement by failing
to fund the ongoing, critical expenses of the Projects.  "As a
result, the Projects have suffered, and continue to suffer,
catastrophic losses, and the public safety and health has been
endangered."

Mr. Gottfried relates that the SCC Entities have tried for weeks
to determine whether Lehman intended to honor its funding
commitment by notifying Lehman of the Projects' condition and
requesting that Lehman resume funding the Projects.  "During these
weeks, the SCC Entities' requests have been met with almost
complete inaction from Lehman.  Recently, Lehman representatives
have confirmed that the requested funding is not forthcoming."

"All of the SCC Entities are facing extreme financial distress
caused by Lehman's failure to honor its obligations under the
Agreement.  As a result, the SCC Entities must obtain relief under
the Bankruptcy Code as soon as possible.  Certain of the SCC
Entities have already filed or will file for bankruptcy relief and
others may shortly become subject to involuntary proceedings," Mr.
Gottfried tells Judge Peck.

As of November 10, 2008, 14 SCC Entities have filed for bankruptcy
between November 6 and 7.  The Chapter 11 petitions were filed in
the U.S. Bankruptcy Court for the Central District of California.

By this motion, the SCC Entities ask the Judge James M. Peck, who
is handling Lehman's Chapter 11 cases, to lift the automatic stay
to allow them to administer their bankruptcy cases filed by or
against them to the extent the administration of those cases may
affect Lehman's rights in the Projects and property held by the
Projects.

                Court Denies SCC Entities' Request

Judge Peck issued a ruling dated Nov. 21, denying the request of
SCC Acquisitions and its affiliates to lift the automatic stay.

The decision came three days after LBHI and the Official Committee
of Unsecured Creditors filed an objection, urging the Court to
deny the request of SCC Acquisitions and its affiliates.

In their objections, both said that the companies are seeking
carte blanche authority to take whatever actions in their own
bankruptcy cases without regard to its impact on Lehman Brothers
Holdings and its creditors.  They argued that it could result in
significant financial losses to Lehman Brothers Holdings since the
investment bank would have to expend resources to defend its
interests from whatever actions that the companies would take in
their own bankruptcy cases.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.

Irvine, California-based Palmdale Hills Property, LLC, develops
real estate property.  It filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. C. D. Calif. Case No. 08-17206).  Affiliates
who also filed separate Chapter 11 petitions include: SunCal
Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit
Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch,
LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and
SJD Development Corp.

Paul J. Couchot, Esq., at Winthrop Couchot PC represents Plamdale
Hills in its restructuring effort.  The company listed assets of
$100 million to $500 million and debts of $100 million to
$500 million.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


T H AGRICULTURE: U.S. Trustee Forms 7 Member Creditors Committee
----------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
for the Chapter 11 cases of T H Agriculture & Nutrition L.L.C.

The creditors committee members are:

  1) Jack Michael Clute
     c/o Alan R. Brayton, Esq.
     abrayton@braytonlaw.com
     Brayton Purcell, LLP
     222 Rush Landing Rd.
     Novato, CA 94948
     Tel: (415) 898-1555

  2) Artis Harris
     c/o Alan R. Brayton, Esq.
     abrayton@braytonlaw.com
     Brayton Purcell, LLP
     222 Rush Landing Rd.
     Novato, CA 94948
     Tel: (415) 898-1555

  3) Karen Jarrett, Special Administrator
     of the Estate of Frederick Jarrett
     c/o John D. Cooney, Esq.
     jcooney@cooneyconway.com
     Cooney & Conway
     120 N. LaSalle St., 30th Floor
     Chicago, IL 60602
     Tel: (312) 236-6166

  4. Stephen J. Parsons, Representative
     of the Estate of William G. McNight
     c/o Peter A. Kraus, Esq.
     kraus@waterskraus.com
     Waters & Kraus, LLP
     3219 McKinney Ave.
     Dallas, TX 75204
     Tel: (214) 357-6244

  5. William Pearson
     c/o Alan R. Brayton, Esq.
     abrayton@braytonlaw.com
     Brayton Purcell, LLP
     222 Rush Landing Rd.
     Novato, CA 94948
     Tel: (415) 898-1555

  6. James Edward Ross
     c/o Matthew P. Bergman, Esq.
     matt@bergmanlegal.com
     Bergman & Frockt PLLC
     614 First Ave.
     Seattle, WA 98104
     Tel: (706) 957-9510

  7. Judy Scott
     c/o Steven Kazan, Esq.
     skazan@kazanlaw.com
     Kazan law Office
     171-th St., 3d Floor
     Oakland, CA 94607
     Tel: (510) 302-1000

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

                      About T H Agriculture

Headquartered in New York, T H Agriculture & Nutrition, L.L.C.
manages the defense and resolution of the asbestos PI claims and
certain commercial real estate.  Prior to 1984, the Debtor made
agricultural products and chemicals for various industrial and
agricultural applications.  Between 1960 and $1980, the company
distributed asbestos fiber in certain parts of the United States.

The company filed for protection on November 24, 2008 (Bankr.
S.D. N.Y. Case No. 08-14692).  Bruce R. Zirinsky, Esq., and John
H. Bae, Esq., at Cadwalader, Wickersham & Taft LLP, represent the
Debtor in its restructuring effort.  The Debtor selected American
Securities as advisors LLC financial advisor, The Claro Group LLC
as insurance consultant, Lewis & Bockius LLP as special asbestos
counsel, Dickstein Shapiro LLP as special insurance counsel, and
Kurtzman Caron Consultants LLC as claims agent.

When the Debtor filed for protection from its creditors, it listed
$77,989,574 in total assets and $576,762,896 in total liabilities
as of Aug. 31, 2008.


TEKNI-PLEX INC: Internal Investigation Cues Delay in 10-Q Filing
----------------------------------------------------------------
Tekni-Plex, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that it will not be able to
file its financial report for period ended Sept. 26, 2008, by the
prescribed due date.  The board of directors is still in the
process of conducting their internal investigation on the
company's financial records.

On June 27, 2008, Tekni-Plex disclosed that it had initiated an
internal investigation regarding the company's financial records.
The company's board of directors relates that the investigation is
not yet complete and the company cannot predict whether the
investigation will conclude that adjustments to financial
statements for any period covered by the report are necessary.  To
the extent that these adjustments are determined to be necessary,
the adjustments could be material.

The company intends to file the Form 10-Q soon as reasonably
practicable after the board's investigation of the relevant issues
has concluded.

                     About Tekni-Plex Inc.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.


TEKNI-PLEX INC: Internal Investigation Cues Delay in 10-Q Filing
----------------------------------------------------------------
Tekni-Plex, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that it will not be able to
file its financial report for period ended Sept. 26, 2008, by the
prescribed due date.  The board of directors are still in the
process of conducting their internal investigation on the
company's financial records.

On June 27, 2008, Tekni-Plex disclosed that it had initiated an
internal investigation regarding the company's financial records.
The company's board of directors relate that the investigation is
not yet complete and the company cannot predict whether the
investigation will conclude that adjustments to financial
statements for any period covered by the report are necessary.  To
the extent that these adjustments are determined to be necessary,
the adjustments could be material.

The company intends to file the Form 10-Q soon as reasonably
practicable after the board's investigation of the relevant issues
has concluded.

                     About Tekni-Plex Inc.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.


TEKNI-PLEX INC: Gets Lenders' Funding Commitment on Business Plans
------------------------------------------------------------------
Tekni-Plex, Inc., entered into a series of agreements that
management believes will provide the company with sufficient
liquidity to execute its business plan for the fiscal year 2009.

On Nov. 14, 2008, the company entered into a second amendment and
restatement of its Credit Agreement, dated as of June 10, 2005,
among the company, the lenders and issuers party thereto, Citicorp
USA, Inc., as Administrative Agent, and General Electric Capital
Corporation, as Syndication Agent.  The Second Amended and
Restated Credit Agreement is an asset based, revolving credit
facility in the maximum amount of $110 million.

The amendment also, among other things,

   i) extends the scheduled maturity date by two years to
      February 2012;

  ii) for fiscal year 2008 and fiscal year 2009, allows the
      company until Dec. 31, 2009, to deliver audited financial
      statements for those fiscal year ends;

iii) permits the company and its subsidiaries to enter into
      affiliate transactions and incur additional indebtedness;

  iv)  modifies the borrowing base to provide for increased
       availability;

   v) modifies the pricing of the facility;

  vi) permits unlimited intercompany loans by foreign subsidiaries
      to loan parties; and

  vii) modifies the covenant requiring the company to maintain a
       minimum level of EBITDA.  Except the ones mentioned, the
       material terms of the facility are substantially unchanged.

The company also entered into on Nov. 14, 2008, a Junior Lien
Credit Agreement with OCM Tekni-Plex Holdings II, L.P., an
affiliate of OCM Tekni-Plex Holdings, L.P., the largest holder of
the company's common stock.

The Junior Lien Credit Agreement provides for a five year term
loan in the amount of $15,000,000, which is guaranteed by the
company's domestic subsidiaries and secured, on a junior basis, by
the collateral pledged in connection with the Second Amended and
Restated Credit Agreement.  The obligations outstanding are
repayable at maturity and interest accrues at a rate of 15%
payable quarterly in arrears, with 10.0% payable in cash and the
remaining 5% payable-in-kind.  The Junior Lien Credit Agreement,
and the rights and obligations thereunder, are subject to an
Intercreditor Agreement, dated as of Nov. 14, 2008, among the
company, the Senior Administrative Agent and OCM Tekni-Plex
Holdings II, L.P.

On Nov. 14, 2008, Tekni-Plex Europe NV, an indirect subsidiary of
the company incorporated under the laws of Belgium, entered into a
Term Loan Agreement with OCM Luxembourg Tekni-Plex Holdings
S.a.r.l.  The TPE Loan Agreement provides for a five year
unsecured term loan in the amount of EUR26,361,347.18 repayable at
maturity, with interest accrued on a semi-annual basis at a rate
of 15%. The TPE Loan Agreement was entered into to, among other
things, refinance outstanding indebtedness and the remaining
proceeds have been lent to the company pursuant to an intercompany
loan to be used by the company to pay expenses in connection with
this transaction and for working capital and general corporate
purposes.

               Accounting Errors and Irregularities

In June 2008, the company disclosed that its board of directors
initiated an internal investigation into allegations by a current
employee that, for the fiscal years ending 2000 to 2006, the
company may have incorrectly recorded certain inventory and
accounts receivables in the Colorite Plastics Company, a division
of the company.  The board subsequently expanded the scope of the
investigation beyond the Colorite division to determine whether
any improper accounting practices occurred in other divisions of
the company.  Information gathered to date in the course of the
investigation indicates that the company's issued financial
statements for the fiscal years ending 2000-2007 contain certain
accounting errors and irregularities.  Although not all relevant
facts are known at this time and the investigation is continuing,
and although the company cannot estimate at this time when the
investigation will conclude, after reviewing the information
gathered in the investigation to date, the board determined on
Nov. 10, 2008, that the financial statements issued or filed by
the company relating to the mentioned prior fiscal periods, and
relating to the fiscal periods ending on Sept. 28, 2007, Dec. 28,
2007, and March 28, 2008, to the extent they rely on financial
statements for prior periods, must not be relied upon.  The board
has discussed these matters with BDO Seidman, LLP, the company's
independent registered public accounting firm.

OCM Tekni-Plex Holdings II, L.P. and OCM Luxembourg Tekni-Plex
Holdings S.a.r.l. are investment funds managed by Oaktree Capital
Management, LP.

                     About Tekni-Plex Inc.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.


TEMPUR-PEDIC INTERNATIONAL: S&P Withdraws 'BB' Corporate Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'BB'
corporate credit rating on Lexington, Kentucky-based Tempur-Pedic
International Inc. at the company's request.


THORNBURG MORTGAGE: Terminates Principal Participation Agreement
----------------------------------------------------------------
Thornburg Mortgage, Inc., issued the Additional Warrants, thereby
satisfying the final condition to the Triggering Event, resulting
in the termination of the Principal Participation Agreement, dated
March 31, 2008, with the participants thereto, as amended pursuant
to its terms.

The Principal Participation Agreement entitled the Participants to
receive monthly payments in an amount equal to the principal
payments received on a certain portfolio of the company's mortgage
securities after deducting principal payments due under the
financing agreements that relate to such assets, beginning
March 16, 2009, through March 31, 2015, unless earlier terminated.

Pursuant to the Purchase Agreement, dated March 31, 2008, with the
investors parties, as amended, these conditions were required to
be satisfied in order for the Principal Participation Agreement to
terminate prior to its maturity date:

   1. approval of an amendment to the charter to increase the
      number of authorized shares of capital stock to 4 billion
      shares which was obtained at the company's 2008 Annual
      Meeting of Shareholders held on June 12, 2008;

   2. completion of a tender offer for at least 66-2/3% of the
      outstanding shares of each series of the company's preferred
      stock on or prior to Dec. 31, 2008, which was completed on
      Nov. 21, 2008);

   3. approval from the holders of the company's common stock, par
      value $0.01, and 10% Series F Cumulative Convertible
      Redeemable Preferred Stock entitled to cast 66-2/3% of the
      votes entitled to be cast on the matter, voting together as
      a single class which was obtained at the 2008 Annual
      Meeting, and holders of 66-2/3% of the outstanding shares of
      each series of Preferred Stock, each voting as a separate
      class, of an amendment to the company's charter to modify
      the terms of each series of Preferred Stock to eliminate
      certain rights of the Preferred Stock which was obtained by
      a consent solicitation sought in connection with the Tender
      Offer; and

   4. the issuance of the Additional Warrants to the Subscribers
      which were issued on Nov. 26, 2008.

The Principal Participation Agreement was entered into in
connection with the financing transaction entered into by the
company on March 31, 2008.

Pursuant to the Purchase Agreement, on Nov. 26, 2008, the company
issued to the Participants warrants exercisable into 276,519,943
shares of Common Stock.  The Additional Warrants are immediately
exercisable at an exercise price of $0.01 per share.  Prior to
their exercise, the Additional Warrants remain subject to certain
anti-dilution protections. The Additional Warrants are governed by
the Warrant Agreement, dated March 31, 2008, among the company and
the investors.

On Nov. 26, 2008, due to the satisfaction of the Triggering Event,
pursuant to the terms of the Indenture governing the company's
Senior Subordinated Secured Notes due 2015, the interest rate on
the Senior Subordinated Notes was reduced from 18% to 12% per
annum and all interest accrued in excess of 12% per annum at that
time was cancelled.  The decrease in the interest rate on the
Senior Subordinated Notes is anticipated to result in savings of
approximately $75.9 million per year in interest payments.

A full-text copy of the Prospectus Supplements dated Nov. 25,
2008, to the Prospectus dated July 30, 2008, is available for free
at:

               http://ResearchArchives.com/t/s?35e0
               http://ResearchArchives.com/t/s?35df

                  About Thornburg Mortgage Inc.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

As reported by the Troubled Company Reporter on Nov. 20, 2008,
Thornburg has not paid the interest payment due on Nov. 15, 2008,
on its 8% Senior Notes, because it currently does not have
available funds to do so.  The company is in active negotiations
with the counterparties to the Override Agreement and expects to
pay the $12.2 million interest payment once an amended and
restated agreement has been reached with the counterparties to the
Override Agreement and within the 30-day grace period under the
indenture.


TRIBUNE CO: Files Chapter 11 to Restructure $13 Bil. Debt
---------------------------------------------------------
Tribune Company has sought protection under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware on December 8, 2008, as it restructures its
debt obligations. The company will continue to operate its media
businesses during the restructuring, including publishing its
newspapers and running its television stations and interactive
properties without interruption, and has sufficient cash to do so.

The Chicago Cubs franchise, including Wrigley Field, is not
included in the Chapter 11 filing.  Efforts to monetize the Cubs
and its related assets will continue.

"Over the last year, we have made significant progress internally
on transitioning Tribune into an entrepreneurial company that
pursues innovation and stronger ways of serving our customers,"
said Sam Zell, chairman and CEO of Tribune.  "Unfortunately, at
the same time, factors beyond our control have created a perfect
storm -- a precipitous decline in revenue and a tough economy
coupled with a credit crisis that makes it extremely difficult to
support our debt.

"We believe that this restructuring will bring the level of our
debt in line with current economic realities, and will take
pressure off our operations, so we can continue to work toward our
vision of creating a sustainable, cutting-edge media company that
is valued by our readers, viewers, and advertisers, and plays a
vital role in the communities we serve. This restructuring focuses
on our debt, not on our operations."

The company filed for Court approval of various, customary First-
Day Motions, including: maintaining employee payroll and health
benefits; the fulfillment of certain pre-filing obligations; the
continuation of the Tribune's cash management system; the ability
to honor all customer programs.  The company anticipates its
First-Day Motions will be approve in the next few days.

While the company has sufficient cash to continue operations, to
supplement its cash availability in the event of even more
significant declines in its operating results, the company has
negotiated an agreement  with Barclays to maintain post-filing its
existing securitization facility.  Barclays has also agreed to
provide a letter of credit facility.  The company expects to
submit these agreements to the Court for approval as part of its
First Day Motions.

Since going private last year, Tribune has re-paid approximately
$1 billion of its senior credit facility.  During this time, the
company has been rewriting the business model for its media assets
with the goal of building a sustainable, innovative, competitive
company that provides relevant products for its customers and
communities.

Founded in 1847, Tribune became a public company in 1983.
Throughout the 1980s and 1990s, Tribune grew rapidly through a
series of acquisitions, the most significant of which came in
2000, when it merged with The Times Mirror Company.  Tribune
returned to private ownership at the end of 2007 when it entered
into transactions with Sam Zell.

                $5.3-Bil. Deficit; $12.9-Bil. Debt

When it filed for chapter 11, Tribune Co., and its units disclosed
$7,605,195,000 in assets and $12,972,541,148.  For the quarter
ended Sept. 28, 2008, the consolidated financial statements of the
Debtors and their non-debtor subsidiaries had reported roughly
$7,600,000,000 in total assets and roughly $13,900,000,000 in
total liabilities.

Tribune has about $13 billion in funded debt, which includes:

                                                       Amounts
                                                     Outstanding
    Facility                                         Petition Date
    ---------                                        -------------
  A $8.028 billion Senior Tranche X
  Term Loan Facility, with JPMorgan
  as administrative agent,
  entered into in May 2007                            $512 million

  A $5.515 billion Senior Tranche B
  Term Loan Facility, and a $263 million
  Delayed Draw Senior Tranche B Term Loan
  Facility, with JPMorgan as
  administrative agent, entered into in May 2007      $7.5 billion

  A $750 million Revolving Credit Facility
  entered into in May 2007, with JPMorgan
  as administrative agent                             $237 million

  A $1.6 billion Senior Unsecured
  Interim Loan Agreement with Merrill Lynch,
  as admin. Agent, entered into in Dec. 2007
  (Bridge Facility), with Merrill Lynch as
  administrative agent                                $1.6 billion

Proceeds from the Tranche X Facility and the Tranche B Facility
were used by the Company in connection with the consummation of
the Share Repurchase and to refinance the company's former five-
year credit agreement and former bridge credit agreement

In addition, pursuant to Indentures entered into between 1992 and
1997, Tribune is obligated on various issues of outstanding bonds
in the aggregate approximate amount of $1.26 billion.  Each
outstanding series and the approximate principal amounts owing
are:

   Indenture   Interest      Maturity Date      Outstanding
                 Rate                              Amount
   ---------   --------      -------------      -----------
     1992        6.25%    November 10, 2026      $120,000.00
     1995        7.25%        March 1, 2013   $82,083,000.00
     1995        7.5%          July 1, 2023   $98,750,000.00
     1996        6.61%   September 15, 2027   $84,960,000.00
     1996        7.25%    November 15, 2096  $148,000,000.00
     1997        4.875%     August 15, 2010  $450,000,000.00
     1997        5.25%      August 15, 2015  $330,000,000.00
     1997        5.67%     December 8, 2008   $69,550,000.00

In April, 1999, Tribune issued 8 million Exchangeable Subordinated
Debentures due 2029 for an aggregate principal amount of
approximately $1.3 billion.  Tribune may redeem the PHONES at
any time for the higher of the principal value of the PHONES or
the then current market value of two shares of Time Warner common
stock, subject to certain adjustments.  As of the Petition Date,
the approximate amount of PHONES outstanding was $900,000,000.

Tribune, in its capacity as servicer, and Tribune Receivables LLC,
a wholly owned special purpose subsidiary which is not a Debtor,
are parties to a  $300 million trade receivables securitization
facility for which Barclays Bank PLC is the administrative agent
and Tribune Receivables LLC is the borrower.  The outstanding
balance under the trade receivables securitization facility is
approximately $225 million.

           Low Advertising Revenues Blamed for Downfall

Chandler Bigelow III, senior vice president and the chief
financial officer, relates that while the Debtors' performance is
comparable, and in some areas superior, to that of their peers,
operations have been adversely affected by the general
deterioration in the publishing and broadcasting industries,
particularly through the continuing severe decline in advertising
revenue in this recession.

In fiscal year 2007, the Tribune Entities recorded revenues of
approximately $5.1 billion, resulting in net income of
approximately $87 million.  Advertising is the primary source of
revenue for both the publishing and broadcasting/entertainment
segments.  Publishing revenues decreased 9%, or $354 million, in
2007, primarily due to a decrease in advertising revenue, which
declined 10%, or $334 million, in 2007, while circulation revenues
were down 7%.  Broadcasting and entertainment revenues decreased
in 2007 by 2%, or $27 million, due to decreased television
revenues which, in turn, resulted primarily from a decline in
advertising revenues.

                    Restructuring Initiatives

To enhance cash flow, the Debtors have implemented and continue to
implement aggressive strategic initiatives including improvements
in operating efficiencies, reductions in workforce, web width
(newspaper page size) reductions and newspaper redesigns.

Additionally, in 2008 the Debtors implemented a strategy to
monetize various assets, which resulted in the July, 2008 joint
venture involving the Newsday operations, the April, 2008 sale
ofreal estate associated with the Debtors' former southern
Connecticut newspapers, the January, 2008 sale of a studio
production lot in Hollywood, California and the September, 2008
sale of an equity stake in CareerBuilder LLC.

According to Mr. Bigelow, the Debtors continue their marketing
efforts in connection with the Chicago Cubs baseball operations
and related assets, and in June, 2008 hired a real estate company
to explore strategic options for both the historic Tribune Tower
in Chicago and Times Mirror Square in Los Angeles.

Notwithstanding the Debtors' aggressive efforts to enhance
revenue, reduce expenses and monetize various assets, the impact
of an unprecedented economic downturn has left them with weak
operating results and significant liquidity challenges.  In
December, 2008 alone, the Debtors face debt service and related
payments of approximately $200 million, with another $1.3 billion
due in 2009, including $512 million in Tranche X debt maturing in
June, 2009.

"Against a backdrop of declining revenues in this recession,
uncertainty in the capital markets and substantial debt service
requirements, the Debtors have concluded that the most responsible
course of action is to restructure their balance sheet in order to
restore liquidity and return to financial health, Mr. Bigelow
relates."  By so doing, the Debtors seek to preserve the value of
the enterprise for their stakeholders, including their employee
shareholders, and continue the storied and historic Tribune
legacy.

             $350-Mil. Bankruptcy Funding By Barclays

To provide liquidity for continued operations, the Debtors seek to
(i) continue for 120 days their existing accounts receivable
securitization facilities, as amended, with Barclays Bank PLC, as
Funding Agent, Administrative Agent and a lender thereunder, and
(ii) enter into a Letter of Credit Agreement providing for the
issuance by BarcJays and other participating lenders of up to
$50,000,000 in new Letters of Credit.

Specifically, the Amended Agreements will permit the Originators
to continue transferring the Receivables, the Related Security and
the Collections to Tribune Receivables, allowing them to continue
their prepetition practice of converting Receivables to cash as
soon as possible to provide cash flow necessary for various
business purposes.

The Amended Agreements and related documents will (i) increase the
aggregate principal amount of loans available to Tribune
receivables to $300 million, (ii) authorize Tribune and the other
Originators to guarantee certain of the obligations of Tribune
Receivables under the Amended Agreements and to secure such
guaranty obligations, and (iii) authorize the Tribune and the
other Debtors to enter into a new letter of credit facility in the
amount up to $50 million.

         Connor: Filing Expected to Constitute Default

ROC Pref Corp., ROC Pref II Corp., ROC Pref III Corp. and Connor,
Clark & Lunn ROC Pref Corp. disclosed that Tribune Company's
decision to voluntarily restructure its debt obligations under the
protection of Chapter 11 is expected to constitute a credit event
under the credit linked note issued by their counterparties.

When it was chosen for inclusion in the Reference Portfolios,
Tribune was in a stable industry with ample cash flow generation
and rated A- by Standard & Poor's.  In December 2007, Tribune was
acquired in a leveraged buy-out which reduced its rating to B- and
it needed to sell off assets in order to raise cash to pay down
its large debt load.  Following the acquisition, a precipitous
decline in revenue and a tough economy coupled with the credit
crisis that makes it extremely difficult to support its current
level of debt.

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
is America's largest employee-owned media company, operating
businesses in publishing, interactive and broadcasting.  In
publishing, Tribune's leading daily newspapers include the Los
Angeles Times, Chicago Tribune, The Baltimore Sun, Sun-Sentinel
(South Florida), Orlando Sentinel, Hartford Courant, Morning Call
and Daily Press.  The company's broadcasting group operates
23 television stations, WGN America on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.


TRIBUNE COMPANY: Bankruptcy Filing Cues Fitch to Lower IDR to D
---------------------------------------------------------------
Fitch Ratings has downgraded these ratings on Tribune Company:

  -- Issuer Default Rating to 'D' from 'CCC';

  -- Senior guaranteed revolving credit facility to 'CC/RR4' from
     'CCC+/RR3';

  -- Senior guaranteed term loan to 'CC/RR4' from 'CCC+/RR3';

  -- Senior unsecured bridge loan to 'C/RR6' from 'CC/RR6';

  -- Senior unsecured notes to 'C/RR6' from 'CC/RR6';

  -- Subordinated exchangeable debentures due 2029 to 'C/RR6' from
     'CC/RR6'.

By definition, issuers with 'D' ratings have defaulted on all of
their obligations.  The 'CC/RR4' rating on the guaranteed debt
reflects the average recovery prospects (31%-50%) for that class
of debt.  The issue rating of 'C/RR6' on Tribune's bridge loan,
senior unsecured debt, and subordinated notes reflect the very
weak recovery prospects for unsecured creditors in a
reorganization.  The 'C' rating represents the lowest possible
issue rating for a defaulted security with below average or poor
recovery prospects. Approximately $12.3 billion of debt is
affected by this action.

The downgrade reflects the announcement that Tribune is
voluntarily restructuring its debt obligations under the
protection of Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware.  The company will
continue to operate its media businesses during the restructuring
and has stated it has sufficient cash to do so.  The Chicago Cubs
franchise, including Wrigley Field, is not included in the filing
and the company has stated it intends to proceed with its efforts
to monetize assets.

In August, Fitch downgraded Tribune to 'CCC' with a Negative
Outlook indicating at that time that default was a real
possibility.  The company had limited flexibility around its 9
times guaranteed leverage covenant and Fitch had forecasted that
continued pressure on cashflow and the elimination of add-backs in
the fourth quarter would likely drive the company out of
compliance with its covenants at Dec. 29, 2008.  Even with
meaningful proceeds from the Cubs, Fitch believed the company
could still have been out of compliance at year-end. Fitch had
also been cautious about the company's prospects for negotiating
an amendment or waiver from the banks if it had breached a
covenant given the state of the credit markets.

The 'CC/RR4' rating for Tribune's guaranteed bank credit facility
and term loans B and X reflects Fitch's belief that 31%-50%
recovery is reasonable in distress given that it benefits from a
first-priority guarantee from direct and indirectly owned U.S.
subsidiaries (providing it priority over other claims under a
default scenario).  The recovery ratings incorporate that Fitch
has lowered the distressed EBITDA multiples used in its Recovery
Rating (RR) analysis to 2.5x from 4.0x for newspapers and to 5.0x
from 6.5x for its broadcast stations.  The lower multiples reflect
the continued operating performance pressures and estimated
contraction in market and transaction multiples. In our analysis,
Fitch also gives credit to more than $1.5 billion in investments
and other assets the company owns.  The 'C/RR6' Recovery Rating on
the bridge loan ($1.6 billion), the unsecured notes and the
subordinated exchangeable debentures (PHONES) reflects Fitch's
estimate that 0% recovery is realistic in a distress scenario.
(Although not reflected in notching due to the expectation of 0%
recovery, Fitch notes there are differences in priority among the
'C/RR6' rated securities.)


TRIBUNE CO: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Tribune Company
         fka Times Mirror Corporation
        435 N. Michigan Avenue
        Chicago, IL 60611

Bankruptcy Case No.: 08-13141

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
435 Production Company                             08-13142
5800 Sunset Productions Inc.                       08-13143
Baltimore Newspaper Networks, Inc.                 08-13144
California Community News Corporation              08-13145
Candle Holdings Corporation                        08-13146
Channel 20, Inc.                                   08-13147
Channel 39, Inc.                                   08-13148
Channel 40, Inc.                                   08-13149
Chicago Avenue Construction Company                08-13150
Chicago River Production Company                   08-13151
Chicago Tribune Company                            08-13152
Chicago Tribune Newspapers, Inc.                   08-13153
Chicago Tribune Press Service, Inc.                08-13154
Chicagoland Microwave Licensee, Inc.               08-13155
Chicagoland Publishing Company                     08-13156
Chicagoland Television News, Inc.                  08-13157
Courant Specialty Products, Inc.                   08-13159
Direct Mail Associates, Inc.                       08-13160
Distribution Systems of America, Inc.              08-13161
Eagle New Media Investments, LLC                   08-13162
Eagle Publishing Investments, LLC                  08-13163
Forsalebyowner.com corp.                           08-13165
Forsalebyowner.com Referral Services, LLC          08-13166
Fortify Holdings Corporation                       08-13167
Forum Publishing Group, Inc.                       08-13168
Gold Coast Publications, Inc.                      08-13169
Greenco, Inc.                                      08-13170
Heart & Crown Advertising, Inc.                    08-13171
Homeowners Realty, Inc.                            08-13172
Homestead Publishing Co.                           08-13173
Hoy, LLC                                           08-13174
Hoy Publications, LLC                              08-13175
Insertco, Inc.                                     08-13176
Internet Foreclosure Service, Inc.                 08-13177
Juliusair Company, LLC                             08-13178
JuliusAir Company II, LLC                          08-13179
KIAH Inc.                                          08-13180
KPLR, Inc.                                         08-13181
KSWB Inc.                                          08-13182
KTLA Inc.                                          08-13183
KWGN Inc.                                          08-13184
Los Angeles Times Communications LLC               08-13185
Los Angeles Times International, Ltd.              08-13186
Los Angeles Times Newspapers, Inc.                 08-13187
Magic T Music Publishing Company                   08-13188
NBBF, LLC                                          08-13189
Neocomm, Inc.                                      08-13190
New Mass. Media, Inc.                              08-13191
New River Center Maintenance Association, Inc.     08-13192
Newscom Services, Inc.                             08-13193
Newspaper Readers Agency, Inc.                     08-13194
North Michigan Production Company                  08-13195
North Orange Avenue Properties, Inc.               08-13196
Oak Brook Productions, Inc.                        08-13197
Orlando Sentinel Communications Company            08-13198
Patuxent Publishing Company                        08-13200
Publishers Forest Products Co. of Washington       08-13201
Sentinel Communications News Ventures, Inc.        08-13202
Shepard's Inc.                                     08-13203
Signs of Distinction, Inc.                         08-13204
Southern Connecticut Newspapers, Inc.              08-13205
Star Community Publishing Group, LLC               08-13206
Stemweb, Inc.                                      08-13207
Sun-Sentinel Company                               08-13208
The Baltimore Sun Company                          08-13209
The Daily Press, Inc.                              08-13210
The Hartford Courant Company                       08-13211
The Morning Call, Inc.                             08-13212
The Other Company LLC                              08-13213
Times Mirror Land and Timber Company               08-13214
Times Mirror Payroll Processing Company, Inc.      08-13215
Times Mirror Services Company, Inc.                08-13216
TMLH 2, Inc.                                       08-13217
TMLS I, Inc.                                       08-13218
TMS Entertainment Guides, Inc.                     08-13219
Tower Distribution Company                         08-13220
Towering T Music Publishing Company                08-13221
Tribune Broadcast Holdings, Inc.                   08-13222
Tribune Broadcasting Company                       08-13223
Tribune Broadcasting Holdco, LLC                   08-13224
Tribune Broadcasting News Network, Inc.            08-13225
Tribune California Properties, Inc.                08-13226
Tribune Direct Marketing, Inc.                     08-13227
Tribune Entertainment Company                      08-13228
Tribune Entertainment Production Company           08-13229
Tribune Finance, LLC                               08-13230
Tribune Finance Service Center, Inc.               08-13231
Tribune License, Inc.                              08-13232
Tribune Los Angeles, Inc.                          08-13233
Tribune Manhattan Newspaper Holdings, Inc.         08-13234
Tribune Media Net, Inc.                            08-13235
Tribune Media Services, Inc.                       08-13236
Tribune Network Holdings Company                   08-13237
Tribune New York Newspaper Holdings, LLC           08-13238
Tribune NM, Inc.                                   08-13239
Tribune Publishing Company                         08-13240
Tribune Television Company                         08-13241
Tribune Television Holdings, Inc.                  08-13242
Tribune Television New Orleans, Inc.               08-13244
Tribune Television Northwest, Inc.                 08-13245
Valumail, Inc.                                     08-13246
Virginia Community Shoppers, LLC                   08-13247
Virginia Gazette Companies, LLC                    08-13248
WATL, LLC                                          08-13249
WCWN LLC                                           08-13250
WDCW Broadcasting, Inc.                            08-13251
WGN Continental Broadcasting Company               08-13252
WLVI Inc.                                          08-13253
WPIX, Inc.                                         08-13254
WTXX Inc.                                          08-13255

Type of Business: The Debtors is a media company, operating
                  businesses in publishing, interactive and
                  broadcasting, including ten daily newspapers
                  and commuter tabloids, 23 television stations,
                  WGN America, WGN-AM and the Chicago Cubs
                  baseball team.

                  See: http://www.tribune.com/

Chapter 11 Petition Date: December 8, 2008

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors' Delaware Counsel: Norman L. Pernick, Esq.
                           bankruptcy@coleschotz.com
                           Cole, Schotz, Meisel, Forman
                           & Leonard, PA
                           1000 N. West Street,Suite 1200
                           Wilmington, DE 19801
                           Tel: (302) 295-4829
                           Fax: (302) 652-3117

Debtors' counsel: Sidley Austion LLP
                  One South Dearborn Street
                  Chicago, Illinois 60603

Financial Advisor: Lazard Ltd.
                   190 LaSalle Street, 31st Floor
                   Chicago, Illinois 60603

                       -- and --

                   30 Rockfeller Plaza
                   New York, New York 10020

Financial Advisor: Alvarez & Marsal North Americal LLC
                   55 West Monroe Street, Suite 4000
                   Chicago, Illinois 60603

Claims Agent: Epiq Bankruptcy Solutions LLC
              757 Third Avenue, 3rd Floor
              New York, New York 10017

The Debtors' financial condition as of December 8, 2008:

Total Assets: $7,604,195,000

Total Debts: $12,972,541,148

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
JP Morgan Chase Bank NA        senior facility   $8,571,040,000
Attn: Shadia Aminu
1111 Fannin, 10th Floor
Houston, Texas 77002
Tel: (713) 750-7933
Fax: (713) 750-2358

Largest holders of the senior
facility:

JPMorgan Chase Bank NA                          $1,045,833,000
Attn: Miriam Kulnis
Tel: (212) 622-4526

Deutsche Bank AG                                $737,543,000

Angelo Gordon & Co LLP                          $324,460,000
Attn: Gavin Baiern
Tel: (212) 692-0217

KKR Financial Corppration                       $239,701,000
Attn: Jeremiah Lane
Tel: (415) 315-6513
Fax: (415) 391-3077

Viking Global Performance LLC                   $231,279,000
Attn: Mina Faltas
Tel: (203) 863-5011
Fax: (203) 625-8706

Highland Capital Management LP                  $230,965,000
Tel: (972) 628-4100
Fax: (972) 628-4147

Davidson Kempner Capital                        $203,943,000
Management LLC
Attn: Jamie Donath
Tel: (212) 371-3000
Fax: (212) 371-4318

Avenue Advisors LLC                             $212,273,000
Attn: Trent Spiridelis
Tel: (212) 905-5240
Fax: (212) 878-3559

Goldman Sachs Group Inc.                        $208,588,000
Attn: Scott Bynum
Tel: (212) 902-8060
Fax: (212) 902-3757

Taconic Capital Advisors LLC                    $207,877,000
Tel: (212) 209-3100

Merrill Lynch Capital          bridge loan       $1,600,000,000
Corporation
as agent
Attn: Sharon Hawkins
600 E. Las Colinas Rd.
Suite 1300
Irving, TX 75039
Tel: (972) 401-8572
Fax: (972) 869-4818

Largest holders of the
bridge loan facility:

JPMorgan Chase Bank NA                          $437,371,428
Attn: Miriam Kulnis
Tel: (212) 622-4526

Merrill Lynch Capital                           $437,371,428
Corporation
Attn: Michael O'Brien
Tel: (212) 449-0948
Fax: (212) 738-1186

Citicorp North America                          $326,380,952
Inc.
Attn: Tim Dillworth
Tel: (212) 723-9641
Fax: (646) 375-1606

Banc fo America Bridge LLC                      $242,685,714
Attn: Bill Bowen
Tel: (704) 388-3465

Deutsche Bank National Trust   exchangeable      $900,000,000
as trustee                     subordinated
Attn: David Contino, VP        debentures
Company Global Transaction     notes due 2029
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Deutsche Bank National Trust   4.875% unsecured  $450,000,000
as trustee                     unsecured notes
Attn: David Contino, VP        due 2010
Company Global Transaction
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Deutsche Bank National Trust   5.25% unsecured   $330,000,000
as trustee                     unsecured notes
Attn: David Contino, VP        due 2015
Company Global Transaction
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Deutsche Bank National Trust   7.25% debentures  $148,000,000
as trustee                     due 2096
Attn: David Contino, VP
Company Global Transaction
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Barclays Capital Inc.          interest rate     $142,923,000
Attn: US Client Valuations     swaps
      Group
200 Park Avenue
New York, NY 10166
Tel: (973) 576-3616
Fax: (973) 576-3766

Deutsche Bank National Trust   7.5%  debentures  $98,750,000
as trustee                     due 2023
Attn: David Contino, VP
Company Global Transaction
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Deutsche Bank National Trust   6.61% debentures  $84,960,000
as trustee                     due 2027
Attn: David Contino, VP
Company Global Transaction
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Deutsche Bank National Trust   7.25% debentures  $82,083,000
as trustee                     due 2013
Attn: David Contino, VP
Company Global Transaction
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Deutsche Bank National Trust   medium term       $69,550,000
as trustee                     notes (series E)
Attn: David Contino, VP        due 2008
Company Global Transaction
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Warner Bros. Television        trade debt         $23,691,000
Attn: Ken Werner
400 Warner Boulevard
Burbank, CA 91522
Tel: (818) 954-6000
Fax: (818) 954-7226

Mark Willes                    retirement &       $11,229,000
4353 Sheffield Drive           deferred Comp
Provo, UT 84604

Twentieth Television Inc.      trade debt         $8,051,000
Attn: Bob Cook
2121 Avenue of the Stars
21st Floor
Los Angeles, CA 90067
Tel: (310) 369-1000
Fax: (310) 369-3899

Buena Vista Entertainment Inc. trade debt         $6,220,000
c/o Disney/ABC Domestic
    television
Attn: Janice Marinelli
2300 Riverside Drive
Burbank, CA 91506
Tel: (818) 460-6017
Fax: (818) 560-1930

SP Newsprint Company           trade debt         $5,153,000
c/o White Birch Paper Company
Attn: Christopher Brandt
80 Field Point Road
Greenwich, CT 06830
Tel: (203) 661-3344
Fax: (203) 661-3349

NBC Universal Domestic         trade debt        $4,936,000
Television Distribution
Attn: Barry Wallach
30 Rockfeller Plaza
New York, NY 10112
Tel: (212) 664-6167
Fax: (212) 664-5998

Robert Erburu                  retirement &      $4,352,000
1518 Blue Jay Way              deferred
Los Angeles, CA 90069          comp

Abitibi Consolidated           trade debt        $4,192,000
(Abitibi Bowater Inc.)
Attn: David J. Paterson
1155 Metcafe Street
Suite 800
Montreal, Quebec
H3B 2H2 Canada
Tel: (514) 875-2160
Fax: (864) 282-9482

Tower JK LLC                   subordinated      $3,323,632
Attn: Philip Tinkler           promissory notes
Two North Riverside Plaza      due 2018
Chicago, IL 60606
Tel: (312) 454-0100
Fax: (312) 454-0157

Tower MS LLC                   subordinated      $2,812,500
c/o Equity Group Investments   promissory notes
Two North Riverside Plaza      2018
Chicago, IL 60606

Raymond Jansen Jr.             retirement &      $2,770,000
24 Dockside Lane               deferred Comp
Box 422
Key Largo, FL 33037

Bowater Inc.                   trade debt        $2,700,000
(Abitibi Bowater Inc.)
Attn: David Paterson
1155 Metcalfe Street, Ste 800
Montreal, Quebec
H3B 5H2 Canada
Tel: (514) 875-2160
Fax: (864) 282-9482

Horst Bergman                 retirement &       $2,681,000
4261 Preserve Parkway South   deferred comp
Greenwood, CO 80121

Tower EH LLC                  subordinated       $2,658,915
Attn: Philip Tinkler          promissory notes
c/o Equity Group Investments
Two North Riverside Plaza
Chicago, IL 60606
Tel: (312) 454-0100
Fax: (312) 454-0157

Tower EH LLC                  subordinated       $2,357,142
Attn: Philip Tinkler          promissory notes
c/o Equity Group Investments
Two North Riverside Plaza
Chicago, IL 60606
Tel: (312) 454-0100
Fax: (312) 454-0157

Tower EH LLC                  subordinated       $2,250,000
Attn: Philip Tinkler          promissory notes
c/o Equity Group Investments
Two North Riverside Plaza
Chicago, IL 60606
Tel: (312) 454-0100
Fax: (312) 454-0157

Sony Pictures Television      trade debt        $2,161,000
Attn: Steve Mosko
10202 W. Washington Boulevard
Culver City, CA 90232
Tel: (310) 244-4000
Fax: (310) 244-2626

Nielsen Media Research Inc.   trade debt        $1,874,000
Attn: Susan Whiting
700 Broadway
New York, NY 10003
Tel: (646) 654-8300
Fax: (330) 856-8480

Paramount Pictures            trade debt        $1,691,000
Corporation
Attn: Brad Grey
5555 Melrose Ave., Ste. 121
Hollywood, CA 90038
Tel: (323) 956-5000
Fax: (310) 369-1283

The petition was signed by senior vice president & chief
financial officer Chandler Bigelow III.


TWEETER OPCO: Wants to Reject 32 Leases; Landlord Objects
---------------------------------------------------------
Tweeter Opco, LLC, and its debtor-affiliates seek the Court's
authority to reject 32 nonresidential real property leases
effective as of November 30, 2008, pursuant to Section 365 of the
Bankruptcy Code.

Before the Petition Date, the Opco Debtors entered into different
Leases to provide space for the operation of retail stores and
distribution centers.  The Opco Debtors are currently in the
process of closing their retail stores and liquidating their
inventory.  Thus, the Opco Debtors have already vacated the
underlying premises related to their distribution centers.
Additionally, each of the Store Leases corresponds to a store
that will be closed and whose inventory will be or has been
completely liquidated.

According to the Opco Debtors, they have reviewed the Leases and
determined that there is no value to be gained by their
assumption and assignment.  A list of the leases to be rejected
is available for free at:

   http://bankrupt.com/misc/TweeterOpcoLeases4Rejection.pdf

Carlos J. Kuri, the landlord of Store No.570, objects to the Opco
Debtors' request.  Mr. Kuri did not provide details of his
objection.

                      About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Delaware Case No. 08-12646).  Chun I.
Jang, Esq., and Cory D. Kandestin, Esq., at Richards, Layton &
Finger, P.A., assists the company in its restructuring effort.
The company listed assets of $50 million to $100 million and debts
of $50 million to $100 million.

(Tweeter Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


TWEETER OPCO: Court Extends Schedules Deadline to January 4
-----------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy for the District of
Delaware extended the deadline for Tweeter Opco, LLC, and its
debtor-affiliates to file their Schedules of Assets and
Liabilities and Statements of Financial Affairs to January 4,
2009.

Chun I. Jang, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, informed the Court that the Opco Debtors
will likely be unable to accurately complete the Schedules and
Statements by December 5 due to:

  (a) the size and scope of the their businesses;

  (b) the complexity of their financial affairs;

  (c) the limited staffing available to perform the internal
      review of their accounts and affairs required to create
      the Schedules and Statements; and

  (d) the fact that their employees are currently focused on a
      time-intensive store closing process.

Mr. Jang contends that the volume of material that must be
compiled by the Opco Debtors' staff to accurately complete the
Schedules and Statements provide ample "cause" justifying the
requested extension.  Moreover, Mr. Jang relates, completing
Schedules and Statements accurately will require the collection,
review and assembly of a substantial amount of information.

According to Mr. Jang, if the Debtors were to file the Schedules
and Statements within the requisite 30-day period, they likely
would have to amend the Schedules and Statements to accurately
reflect the amounts that they owe to their creditors.

                       About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Delaware Case No. 08-12646).  Chun I.
Jang, Esq., and Cory D. Kandestin, Esq., at Richards, Layton &
Finger, P.A., assists the company in its restructuring effort.
The company listed assets of $50 million to $100 million and debts
of $50 million to $100 million.

(Tweeter Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


TWEETER OPCO: Applies to Hire Streambank as Advisor
---------------------------------------------------
Pursuant to Section 327 of the Bankruptcy Code, Tweeter Opco,
LLC, and its debtor-affiliates seek authority from the U.s.
Bankruptcy Court for the District of Delaware to employ
Streambank, LLC, as their intellectual property consultant, nunc
pro tunc to November 20, 2008.

Chun I. Jang, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that as part of the Opco Debtors'
liquidation, they intend to maximize the value of their estates
by marketing and disposing their intellectual property and other
intangible assets.

The Opco Debtors want Streambank to:

  (a) provide an inventory and evaluation of the Opco Debtors'
      intellectual property and intangible assets;

  (b) advise how to best maximize the value of the inventory;
      and

  (c) formally market the Opco Debtors' intellectual property
      and intangible assets by:

        (i) marketing the assets to potential buyers;

       (ii) acting as a liaison between the Opco Debtors and
            potential buyers;

      (iii) qualifying potential buyers;

       (iv) educating potential buyers on how to submit their
            bids;

        (v) managing the sale and bid process;

       (vi) tracking responses and following up with
            respondents; and

      (vii) supporting the transfer of the intellectual property
            to the new owners.

The Opco Debtors propose to pay Streambank:

  -- an evaluation fee of $50,000 payable immediately upon the
     Court's approval of Streambank's employment;

  -- a management fee of $100,000 payable in five monthly
     installments of $20,000, intended to provide Streambank
     base compensation for formally marketing and selling the
     intangible assets; and

  -- a seller's fee calculated as:

      (i) 0% for the first $150,000 of Gross Consideration --
          cash consideration paid to the company or any post-
          consummation trust formed with respect to the Company,
          as a result of any transaction; and

     (ii) 10% after generating the first $150,000 of Gross
          Consideration.

The Opco Debtors will reimburse Streambank for expenses incurred
both in evaluating and in marketing their intangible assets,
subject to the Court's approval.

If after six months the aggregate Gross Consideration resulting
from the sales is less than $50,000, then Streambank will remit a
"make whole payment" to the Opco Debtors for $50,000 minus the
aggregate Gross Consideration.

Gabriel Fried, a principal at Streambank, LLC, assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                       About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Delaware Case No. 08-12646).  Chun I.
Jang, Esq., and Cory D. Kandestin, Esq., at Richards, Layton &
Finger, P.A., assists the company in its restructuring effort.
The company listed assets of $50 million to $100 million and debts
of $50 million to $100 million.

(Tweeter Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


TWEETER OPCO: Wants to Hire RCS as Real Estate Consultant
---------------------------------------------------------
Tweeter Opco, LLC, and its debtor-affiliates had commenced
prepetition store closing sales with the assistance of a joint
venture consisting of SB Capital Group, LLC, Tiger Capital Group,
LLC and Hudson Capital Partners, LLC, as liquidating consultant.

Chun I. Jang, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that as part of the Opco Debtors'
plan to liquidate their assets, they are in the process of
analyzing their commercial real estate leases.  To the extent
some of the leases are "below market" or are otherwise saleable,
the Opco Debtors intend to maximize the value of their estates by
marketing and selling their interest in those Leases.

The Opco Debtors entered into a Letter Agreement with Retail
Consulting Services, Inc., to assist them with marketing and sale
of the Leases.  RCS began providing services to the Opco Debtors
on November 19, 2008.  A full-text copy of the Letter Agreement
is available for free at:

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

The Opco Debtors seek the Court's authority to employ RCS as
their exclusive real estate consultant pursuant to Sections
327(a) and 328 of the Bankruptcy Code, nunc pro tunc to
November 19, 2008.

As real estate consultant, RCS will:

  (a) dispose the Leases on an "exclusive right to sell basis"
      and according to terms and conditions established by the
      Opco Debtors;

  (b) market the Leases;

  (c) prepare and disseminate marketing materials;

  (d) communicate with parties expressing an interest in a
      Lease:

  (e) negotiate with and solicit offers from prospective
      purchasers;

  (f) meet with the Opco Debtors in connection with the status
      of its efforts as necessary, and help resolve problems
      pertaining to the disposition of the Leases;

  (g) attend Court hearings and meetings with the Opco Debtors
      and Opco Debtors' counsel as necessary;

  (h) coordinate real estate matters with the Opco Debtors;

  (i) perform desktop leasehold valuations for certain of the
      Opco Debtors' assets if requested to do so by the Opco
      Debtors; and

  (j) negotiate waivers, reductions or payout terms for cure
      amounts due under the Leases at the time of assumption.

According to Mr. Jang, along with certain flat fee amounts like
$250 per lease marketing fee and $750 per lease desktop valuation
fee, RCS's compensation for professional services will be based
on a flat percentage basis:

  (i) Disposition of Lease.  After closing a transaction that
      disposes of a Lease on terms satisfactory to the Opco
      Debtors, RCS will receive percentages of the total amount
      of money paid to the Opco Debtors in the transaction:

      (1) If a co-broker is not used, then RCS will receive 4%
          of the Gross Proceeds.

      (2) If a co-broker is used, then RCS will receive 5% of
          the Gross Proceeds, of which it will retain 3% and the
          co-broker will receive 2%.

(ii) Waiver or Reduction of a Cure Amount.  RCS will receive 4%
      of the total amount of the reduction.  For a waiver of
      reduction of a landlord under Section 502(b)(6) claim, RCS
      will be paid 4% of the savings of the cash dividend
      payable to unsecured creditors which will be determined at
      the conclusion of the Chapter 11 case.

According to Mr. Jang, in addition to the professional
compensation that RCS will receive, the Opco Debtors will
reimburse RCS for out-of-pocket expenses including lodging,
travel, express mail and postage.  Any item in excess of $1,000
must be approved by the Opco Debtors prior to expenditure, Mr.
Jang adds.

Ivan L. Friedman, president and chief executive officer of Retail
Consulting Services, Inc., assures the Court that neither he nor
his firm holds or represents any interest adverse to the Opco
Debtors or their estates with respect to the matters upon which
RCS is to be employed.  Moreover, Mr. Friedman says that his
company was not a party to an agreement for indemnification with
the Opco Debtors.

                       About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Delaware Case No. 08-12646).  Chun I.
Jang, Esq., and Cory D. Kandestin, Esq., at Richards, Layton &
Finger, P.A., assists the company in its restructuring effort.
The company listed assets of $50 million to $100 million and debts
of $50 million to $100 million.

(Tweeter Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


URBAN MALL: Court Sets Dec. 17 Confirmation Hearing on Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
set a hearing for Dec. 17, 2008, to consider the confirmation of
the plan of liquidation proposed by H. Malcolm Lovett, the Chapter
11 trustee for Urban Mall Houston, LP.

The plan contemplates a sale of the Sharpstown Mall property owned
by the Debtor for a minimum price of $18,100,000 in cash.

Based in Houston, Texas, Urban Mall Houston, L.P. owns and
operates properties including the Sharpstown Center in Houston.
The Debtor filed for Chapter 11 protection on July 8, 2007 (Bankr.
S.D. Tex. Case No. 07-20368).  Stephen A. Roberts, Esq., at
Strasburger & Price, LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and liabilities of
$1 million to $100 million.


UST INC: Shareholders Approve Sale of All Shares to Altria Group
----------------------------------------------------------------
UST Inc. disclosed in a special shareholder meeting held in New
York, that a majority of its shares were voted to approve the
company's acquisition by Altria Group, Inc.

As reported in the Troubled Company Reporter on Sept. 23, 2008,
UST Inc. entered into a definitive agreement with Altria Group,
pursuant to Altria acquiring all outstanding shares of the
company.

Under the terms of the agreement, shareholders of UST will receive
$69.50 in cash for each share of common stock held.  The
transaction is valued at approximately $11.7 billion, which
includes the assumption of approximately $1.3 billion of debt.

The transaction is expected to close during the first full week of
January 2009 and no later than January 7.  Upon closing, UST will
become a wholly-owned subsidiary of Altria.  On Oct. 16, 2008, the
companies disclosed that Altria's proposed acquisition of UST
passed federal antitrust review.

"We are pleased that an overwhelming majority of the votes cast
agreed with the Board that this transaction is clearly in the best
interests of shareholders," said Murray S. Kessler, UST chairman
and chief executive officer.  "With federal antitrust review and
shareholder approval now secured, we look forward to closing the
deal in early January."

                     About Altria Group, Inc.

Based in Henrico County, Virginia, Altria Group, Inc (NYSE: MO)
fka Philip Morris Companies Inc., is the parent company of Philip
Morris USA, John Middleton, Inc. and Philip Morris Capital
Corporation, and is a tobacco corporation.

                          About UST Inc.

Headquartered in Stamford, Connecticut, UST Inc. (NYSE: UST)
-- http://www.ustinc.com/-- is a holding company for its
principal subsidiaries: U.S. Smokeless Tobacco Company and Ste.
Michelle Wine Estates.  U.S. Smokeless Tobacco Company is the
leading producer and marketer of moist smokeless tobacco products
including Copenhagen, Skoal, Red Seal and Husky.  Ste. Michelle
Wine Estates produces and markets premium wines sold nationally
under 20 different labels including Chateau Ste. Michelle,
Columbia Crest, Stag's Leap Wine Cellars and Erath, as well as
exclusively distributes and markets Antinori products in the
United States.

UST Inc.'s balance sheet at Sept. 30, 2008, showed total assets of
$1,402,188,000, total liabilities of $1,758,261,000, resulting in
a stockholders' deficit of $356,073,000.


UST INC: September 30 Balance Sheet Upside-Down by $356 Million
---------------------------------------------------------------
UST Inc.'s balance sheet at Sept. 30, 2008, showed total assets of
$1,402,188,000, total liabilities of $1,758,261,000, resulting in
a stockholders' deficit of $356,073,000.

Net earnings for three months ended Sept. 30, 2008, was
$125,322,000 compared with net earnings of $133,600,000 for the
same period in the previous year.

Net earnings for the nine month period was $390,316,000 compared
with net earnings of $381,084,000 for the same period in the
previous year.

                  Liquidity and Capital Resources

In the first nine months of 2008, the most significant uses of
cash were for the payment of accounts payable and accrued expenses
incurred in the normal course of business, including payments for
purchases of leaf tobacco for use in moist smokeless tobacco
products and grapes for use in the production of wine.  The
decrease in cash provided by operating activities during the first
nine months of 2008, as compared to the corresponding 2007 period,
was related to the timing of payments related to accounts payable
and accrued expenses and antitrust litigation settlements,
partially offset by the timing of payments related to federal
income taxes.

The decrease in cash used in investing activities for the first
nine months of 2008, as compared to the first nine months of 2007,
was due to prior year spending of $155,200,000 related to the
acquisition of Stag's Leap Wine Cellars.  In addition,
expenditures related to property, plant and equipment of
$47,000,000 for the first nine months of 2008, mainly related to
purchases of manufacturing equipment for the Smokeless Tobacco
segment and spending related to facilities expansion and equipment
for the Wine segment, were lower than the $51,500,000 of these
expenditures in the comparable prior year period.

The company's cash and cash equivalents balance decreased to
$29,500,000 at Sept. 30, 2008, from $73,700,000 at Dec. 31, 2007.

The company will continue to have significant cash requirements
for the remainder of 2008, for the payment of dividends, purchases
of leaf tobacco and grape inventories, and capital spending.

A full text-copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?35e1

                          About UST Inc.

Headquartered in Stamford, Connecticut, UST Inc. (NYSE: UST)
-- http://www.ustinc.com/-- is a holding company for its
principal subsidiaries: U.S. Smokeless Tobacco Company and Ste.
Michelle Wine Estates.  U.S. Smokeless Tobacco Company is the
leading producer and marketer of moist smokeless tobacco products
including Copenhagen, Skoal, Red Seal and Husky.  Ste. Michelle
Wine Estates produces and markets premium wines sold nationally
under 20 different labels including Chateau Ste. Michelle,
Columbia Crest, Stag's Leap Wine Cellars and Erath, as well as
exclusively distributes and markets Antinori products in the
United States.


VILLAGE HOMES: U.S. Trustee Appoints 7-Member Creditors Panel
-------------------------------------------------------------
The U.S. Trustee for Region 19 has appointed seven members to the
Official Committee of Unsecured Creditors in Village Homes of
Colorado, Inc.'s bankruptcy cases:

    * LPA Plumbing, Inc.
    * Rocky Mountain Drywall, Inc.
    * Creative Touch Interiors, Inc.
    * C-Con, LLC
    * Majestic Restoration Services, Inc.
    * Moulton Custom Woodworks
    * Metco Landscape, Inc.

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

    -- consult with the Debtors concerning the administration of
       the bankruptcy cases;

    -- investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtors, the operation of the
       Debtors' business and the desirability of the continuance
       of the business, and any other matter relevant to the case
       or to the formulation of a plan of reorganization for the
       Debtors;

    -- participate in the formulation of a plan, advise its
       constituents regarding the Committee's determinations as
       to any plan formulated, and collect and file with the
       Court acceptances or rejections of the plan;

    -- request the appointment of a trustee or examiner; and

    -- perform other services as are in the interest of its
       constituents.

The Creditors Committee may retain counsel, accountants, or other
agents, to represent or perform services for the group.

Headquartered in Greenwood Village, Colorado, Village Homes of
Colorado Inc. develops and builds residential communities.  The
Debtor filed for bankruptcy on November 6, 2008 (Bankr. D. Colo.
Case No. 08-27714).  The Hon. A. Bruce Campbell presides over the
case.  Garry R. Appel, Esq., at Appel Lucas, in Denver, Colorado,
acts as the Debtor's bankruptcy counsel.  When it filed for
bankruptcy, the Debtor reported $103,898,087 in total assets, and
$138,414,003 in total debts.


VISION BAPTIST: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Vision Baptist Church of Jacksonville, Inc.
        8973 Lem Turner Road
        Jacksonville, Fl 32208

Bankruptcy Case No.: 08-07659

Type of Business: The Debtor operates a church.

Chapter 11 Petition Date: December 5, 2008

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Gerald B. Stewart, Esq.
                  geraldstewart@fdn.com
                  220 East Forsyth Street
                  Jacksonville, FL 32202
                  Tel: (904) 353-8876
                  Fax: (904) 356-2776

Estimated Assets: unstated

Estimated Debts: Less than $50,000

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

The petition was signed by president Kelvin L. Lewis.


VONAGE HOLDINGS: September 30 Balance Sheet Upside-Down by $90MM
----------------------------------------------------------------
Vonage Holdings Corp.'s balance sheet at Sept. 30, 2008, showed
total assets of $429,636,000, total liabilities of $519,634,000,
resulting in a stockholders' deficit of $89,998,000.

Net loss for three months ended Sept. 30, 2008, was $7,817,000
compared with net loss of $158,028,000 for the same period in the
previous year.

For the nine months ended Sept. 30, 2008, the company incurred net
loss of $ $23,660,000 compared with net loss of $253,588,000.

For the third quarter of 2008, adjusted operating income was
$15,000,000, 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.

Revenue for the third quarter 2008 grew to $226,000,000, up 7%
from $211,000,000 in the third quarter 2007 driven by an increase
in average revenue per line and subscriber lines.  Revenue
declined 1% sequentially from $228,000,000.

                  Liquidity and Capital Resources

As of Sept. 30, 2008, the company has a working capital deficit of
$248,117 caused by $253,460 of Notes being classified as a current
liability since they could have been put to the company by the
holders on Dec. 16, 2008.  On Oct. 19, 2008, the company entered
into definitive agreements for the Financing consisting of (i) a
$130,300 First Lien Senior Facility, including an original
issuance discount of $7,200, (ii) a $72,000 Second Lien Senior
Facility and (iii) the sale of $18,000 of the Company's
Convertible Notes.  The Financing was consummated on Nov. 3, 2008.

The company used the net proceeds of the Financing, plus cash on
hand, to repurchase $253,460 of Notes in a tender offer.  The
company estimate that it has incurred and will incur aggregate
costs in connection with the Financing, including all fees and
expenses, of between $28,000 and $31,000.

The annual cash interest expense for 2009 on the Financing will be
$20,848 assuming no change in the initial interest rate for the
First Lien Senior Facility of 16%.

The company also has contingent liabilities for state and local
sales taxes.  As of Sept. 30, 2008, the company has a reserve of
$3,062.  If its ultimate liability exceeds this amount, it could
affect its liquidity unfavorably.  However, the company does not
believe it would significantly impair its liquidity.

To the extent it has changed its plans, or if its expectations are
wrong, the company may need to seek additional funding by
accessing the equity or debt capital markets. In addition,
although the company does not currently anticipate any
acquisitions, the company may need to seek additional funding if
an attractive acquisition opportunity is presented to us.
However, its significant losses to date may prevent it from
obtaining additional funds on favorable terms or at all.

A full-text copy of the 10-Q filing is available for free
athttp://ResearchArchives.com/t/s?35a8

                      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

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's balance sheet at June 30, 2008, showed
$466.1 million in total assets and $551.9 million in total
liabilities, resulting in an $85.8 million stockholders' deficit.


WACHOVIA BANK: Fitch Lowers Rating on $10.8 Mil. Notes to 'BB-'
---------------------------------------------------------------
Fitch has downgraded Wachovia Bank Commercial Mortgage Trust,
series 2005-WHALE 5, commercial mortgage pass-through
certificates, and assigned Rating Outlooks:

  -- $10.8 million class L to 'BB-' from 'BBB+'; Negative Outlook.

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

  -- $7.9 million class J at 'AAA'; Stable Outlook;
  -- $11.3 million class K at 'AA+'; Negative Outlook;
  -- Interest-only class X-1B at 'AAA'; Stable Outlook;
  -- Interest-only class X-2 at 'AAA'; Stable Outlook.

Classes A-1, A-2, X-1A, X-3, X-4, X-KHP1, X-KHP2, B, C, D, E, F,
G, H, KHP-1, KHP-2, KHP-3, KHP-4, KHP-5, OKS, DP-1, DP-2, DP-3,
and MS, and AG have been paid in full.

The downgrades and Negative Outlooks are due to declining
performance of the one remaining loan in the pool, the Lightstone
Pool 2.  Additionally the loan is nearing its final extension
option and does not currently meet the debt service coverage ratio
threshold to extend.

As of the November 2008 distribution date, the pool's collateral
balance has declined 97.7% to $29.7 million from $1.29 billion at
issuance.

The Lightstone Pool 2 loan (100%) is secured by two regional
malls: the Shawnee Mall in Shawnee, OK, and the Brazos Mall in
Jackson, TX. The Shawnee Mall is anchored by Sears which is part
of the collateral, and Dillards and JC Penney which are not part
of the collateral.  The Brazos Mall is anchored by JC Penney's and
Sears, which are part of the collateral, and Dillard's which is
not part of the collateral.

Fitch reviewed the servicer provided June 30, 2008 operating
statement analysis report for the Lightstone Pool 2 loan.  Based
on the loan's overall decline in performance since issuance, and
decreasing occupancy and sales trends, the loan no longer
maintains its investment grade shadow rating.  The June 30, 2008
Fitch stressed A-note DSCR has declined to 1.32 times from 1.53x
at issuance.  The combined occupancy of the properties as of Oct.
31, 2008 was 75.7%, which is down from 81.7% as of year-end 2007.
Due to the weak economic environment, especially for the retail
sector, it is unlikely that these malls will be able to fully
stabilize as anticipated at issuance.

The loan matured on Jan. 9, 2007 and is currently in the second of
its three one-year extension options.  The loan does not currently
meet the DSCR threshold to extend; however, the servicer is
working with the borrower to extend the loan.


YRC WORLDWIDE: S&P Withdraws 'CC' Corporate Credit Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit
ratings on selected YRC Worldwide Inc. (CC/Watch Neg/--)
subsidiaries, including Roadway LLC, Yellow Corp., and
YellowFreight System Inc.

These corporate credit ratings were originally assigned prior to
the series of mergers that created YRC Worldwide.  "We view YRC as
one economic entity, therefore the subsidiary corporate credit
ratings no longer have analytical significance," said Standard &
Poor's credit analyst Anita Ogbara.

This does not affect S&P's senior unsecured or issue-level ratings
under these subsidiaries, which remain.


* Fitch Changes Rating Outlooks on Lodging Companies to Negative
----------------------------------------------------------------
While lodging operating trends deteriorated throughout 2008, U.S.
lodging credit profiles exhibited enough flexibility to maintain
ratings.  However, Fitch believes that lodging operating trends
weakened more significantly in fourth quarter 2008 (Q4'08) and
Fitch became more pessimistic on its Negative 2009 Outlook for the
lodging sector.  As a result, Fitch has revised Rating Outlooks to
Negative from Stable and affirmed issuer default ratings for these
lodging companies:

Marriott International, Inc.

  -- IDR affirmed at 'BBB', Outlook revised to Negative from
     Stable;

Starwood Hotels & Resorts Worldwide

  -- IDR affirmed at 'BBB-', Outlook revised to Negative from
     Stable;

Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P.

  -- IDRs affirmed at 'BB+', Outlook revised to Negative from
     Stable.

The Outlook revisions to Negative from Stable are based on Fitch's
view that operating trends in lodging, as well as other travel-
related industries, materially deteriorated in Q4'08.  In
addition, while Fitch was already assuming a poor 2009 operating
environment, the Negative Outlook implies that the recent
deterioration in forward lodging trends further dampens Fitch's
2009 Outlook.  More broadly, while it is now confirmed that the
U.S. economy has been in a recession in 2008, the Negative Outlook
also encompasses Fitch's macro-economic view that the world
economy is experiencing a severe global recession that is likely
to last well into 2009 (see 'Global Economic Outlook,' published
Nov. 4, 2008).  As a result, Fitch believes that lodging credit
profiles may not be able to withstand the operating pressure
within the context of current IDRs, thereby increasing the
probability of rating downgrades for the issuers noted above.

Since the companies reported Q3'08 results in early to mid-
October, industry revenue per available room trends have weakened
significantly and rapidly.  Fitch believes that demand has
deteriorated in some markets that held up relatively better
earlier this year, such as New York and certain international
markets.  The Negative Outlooks incorporate Fitch's view that 2009
comparable RevPAR declines could be in the mid-to-high single
digit range.  Notably, on November 18, Host announced it expected
comparable RevPAR to decline 9%-11% in Q4'08, resulting in a 3%
decline in fiscal year 2008.  That revision was only several weeks
after the company's expectations on October 10 called for a 3%-5%
comparable RevPAR decline in Q4'08.

The existing IDRs incorporate an expectation that the companies
will continue to manage operations with an acute focus on cost
control, and manage their balance sheets and capital allocation
decisions conservatively, while focusing on preservation of
capital and liquidity.  Within this context, Fitch believes that
Marriott has the greatest amount of flexibility to maintain its
current IDR, followed by Starwood, then Host.

Capital Allocation:

The Negative Outlooks reflect the reduced flexibility with respect
to capital allocation decisions, which reduces the likelihood of
preserving current credit protection measures, particularly if the
weak operating trends persist longer than expected.  Given the
current environment, all of the companies have ceased share
repurchase programs for the time being and have pulled back
significantly on expected 2009 capital expenditures and investment
spending.  Within the last several weeks, both Marriott and
Starwood announced flat dividends relative to previous periods.

Marriott maintains a modest quarterly dividend, while Starwood
maintains an annual dividend, for which the 2008 payment is now
set to be paid in early 2009.  So Marriott's dividend timing
provides for somewhat more near-term flexibility than Starwood.

Due to its real estate investment trust status, Host is required
to pay out most of its taxable income in dividends, which limits
internal cash generation relative to other c-corp issuers.
However, relative to other REITs, it maintains more flexibility
since it pays out a low quarterly dividend with an annual special
dividend based on the year's performance.  In addition, Fitch
believes that Host has a good liquidity position in the current
environment and that its position would be strengthened in the
event that Host decided to pay its dividend through a combination
of cash and stock as opposed to cash only.

Credit Metrics:

Due to heavy debt-funded share repurchase programs over the past
couple of years, Marriott and Starwood have eliminated leverage
cushions with respect to current IDRs, and Fitch believes that it
may be difficult for the companies to maintain leverage levels
consistent with current IDRs.  That said, Fitch's rating approach
does not rely solely on the consideration of one credit measure.

Fitch previously indicated that current IDRs incorporate target
adjusted debt/EBITDAR leverage in the 3 times -3.25x range for
Marriott and the 3.5x range for Starwood.  As of the end of Q3'08,
both companies were slightly above those thresholds, and Fitch
believes they may stay slightly above those thresholds in upcoming
quarters, which contributes to the Negative Outlooks.

Fitch calculates that Host's Sept. 5, 2008 latest twelve months
fixed charge coverage ratio (defined as recurring EBITDA less
renewal and replacement capex divided by interest expense,
capitalized interest and preferred dividends) improved to 2.9x
from 2.7x as of FY2007, while its debt/recurring EBITDA leverage
ratio was 4.1x for the trailing twelve months ended Sept. 5, 2008.
Fitch believes that these credit metrics remain consistent with a
'BB+' rating given the historical volatility of hotels and the
limited supplementary non-real estate earnings that Host generates
due to its status as a REIT.  In addition, Host's unencumbered
asset coverage of unsecured debt ratio (defined as unencumbered
property & equipment divided by unsecured debt, including a
$200 million credit line draw after Sept. 5, 2008) of 2.7x
continues to provide downside protection to unsecured bondholders
supporting the 'BB+' rating.

Business Profiles:

Marriott has the most exposure to the recurring managed/franchised
fee business, which should enable it to weather the downturn
better than its peers, as its 6% unit growth next year will
somewhat offset demand pressure.  Starwood has the most exposure
internationally, which helped operating results earlier this year
as international demand was stronger and the U.S. dollar was weak,
but that trend is likely to reverse in upcoming quarters.  Both
Marriott and Starwood have exposure to the timeshare business
(roughly 15%-20% of gross profits), which has been under
significant pressure and is a more capital intensive business. As
a result, both companies are focused on rationalizing the business
model, with respect to both operations and development, in order
to improve the current free cash flow profile.  The ability to do
that will be a consideration with respect to a potential
downgrade.

As it is exclusively a hotel owner, Host is likely to be more
impacted by the downturn relative to its managed/franchised peers
in that the company generates a lower level of non-real estate
recurring earnings.

Liquidity, Refinancing Risk, and Capital Market Access:

In terms of liquidity and refinancing risk, Fitch's ratings and
analysis of corporate liquidity favors internal sources of
liquidity relative to reliance on external sources of liquidity.
In this respect, Marriott has the most attractive profile due to
its solid free cash flow profile, ample availability on its $2.4
billion revolver, which expires in 2012, and very limited
maturities through 2011.

Starwood has more refinancing risk, which is likely to raise
interest costs over the next couple of years.  Liquidity as of
Q3'08 is supported by $127 million of unrestricted cash and $1.59
billion of availability on its $1.875 billion revolver, which
expires in February 2011.  Starwood has two upcoming $500 million
term loan maturities, one due in 2009 and one in 2010, and another
$375 million term loan is due in April 2010 but that could be
extended until February 2011.  In the event of continued tight
capital markets and a prolonged economic downturn, it can use the
revolver and internal cash sources to cover the 2009 and 2010
maturities.  However, in that scenario, the refinancing of the
revolver becomes more concerning as 2009 progresses.

Due to its REIT status, Host must pay out through dividends the
majority of taxable income, so it relies more heavily on access to
capital markets and external sources of funds relative to c-corps.
Host has $343 million of debt coming due through Dec. 31, 2009 and
$511 million in 2010.  The company has sufficient cash on hand,
availability on its revolver, and retained cash flow to meet those
maturities and fund renewal and replacement capital expenditures.
In terms of secondary sources of liquidity, asset sales in the
current market are likely going to be very difficult to achieve at
reasonable prices, although Starwood does have some assets on the
market and recently completed roughly $300 million of asset sales.

As a REIT, Host has a heavy asset base, and approximately
$12.6 billion of the company's $14.8 billion in total gross
properties (including construction in progress) as of Sept. 5,
2008 were unencumbered.  Therefore, Host may be able to generate
additional liquidity if the secured debt markets are
accommodating.  However, due to the state of the credit markets,
Fitch has a circumspect view of asset sales and asset encumbrance
with respect to credit improvement or liquidity enhancement.

Both Marriott and Starwood have historically sold timeshare
receivables opportunistically rather than as a source of
liquidity.  Fitch also has a circumspect view of the ability to
complete timeshare receivable sales, which could result in a
higher-than-expected leverage level if the receivables remain on
Marriott's and Starwood's balance sheets.

Broad Downgrade Considerations:

  -- A deeper and more prolonged recession than Fitch's current
     expectation, which calls for a U.S. economic recovery to
     begin around mid-2009;

  -- Comparable 2009 RevPAR declines in the mid-to-high single
     digit range.

Marriott-Specific Downgrade Considerations:

  -- Maintaining adjusted leverage above 3.25x;

  -- The ability to rationalize the timeshare business given the
     current environment;

  -- Ability to close timeshare note sales, which could enable
     debt reduction.

Starwood-Specific Downgrade Considerations:

  -- Maintaining adjusted leverage above 3.5x;

  -- The ability to rationalize the timeshare business given the
     current environment;

  -- The potential impact of a weakening global economy and
     stronger U.S. dollar, given Starwood's international
     exposure;

  -- Ability to realize secondary sources of capital (timeshare
     receivable note sales, other asset sales, potential IRS tax
     settlement proceeds, etc.), which could enable debt
     reduction.

Host-Specific Downgrade Considerations:

  -- The company's fixed charge coverage ratio sustains below
     2.5x;

  -- The quality of the unencumbered pool deteriorates through
     asset sales or an aggressive increase of the utilization of
     secured debt to the point where unencumbered asset coverage
     of unsecured debt sustains below 2.0x.

List of Security Ratings Affected:

Marriott

  -- $2.4 billion senior unsecured credit facility affirmed at
     'BBB';

  -- $1.8 billion senior unsecured notes affirmed at 'BBB';

  -- $811 million short-term/commercial paper at 'F2'.

Starwood

  -- $1.875 billion senior unsecured credit facility affirmed at
     'BBB-';

  -- $1.375 billion senior unsecured term loans affirmed at
     'BBB-';

  -- $2.25 billion senior unsecured notes affirmed at 'BBB-'.

Host

Host Hotels & Resorts, Inc.

  -- $100 million preferred stock downgraded to 'BB-' from 'BB'
      (reflecting Fitch's criteria for hybrid securities for below
     investment grade issuers).

Host Hotels & Resorts, L.P.

  -- $3.0 billion senior unsecured notes affirmed at 'BB+';

  -- $1.1 billion senior unsecured exchangeable notes affirmed at
     'BB+';

  -- $600 million credit facility affirmed at 'BB+'.


* Fitch Says Market Crisis Adds to Pressures for CMBS Servicers
---------------------------------------------------------------
As investor concerns mount regarding the heightened stress on U.S.
CMBS servicers, financial instability has increased most notably
among smaller special servicers as banks are declining to renew
working capital lines or executing margin calls, according to
Fitch Ratings in a new report

Additionally, several troubled financial institutions have been
acquired or have merged.  Many of these institutions have CMBS
master and/or primary servicing operations, which will have to be
combined. All of this contributes to what is shaping up to be a
stressful year for U.S. CMBS servicers in 2009, according to
Managing Director Stephanie Petosa.

'The stress and distraction associated with the ongoing viability,
financial stress and/or merger activity at the parent level has
the potential to negatively affect the servicing entities,' said
Petosa.  'Furthermore, bankruptcy would undoubtedly impact the
servicing operation and, consequently, loan and bond performance.'

Servicer financial difficulties can cause problems at the
operating level, such as the work product of a distracted staff,
the complexity of combining systems and corporate cultures, and
employee retention challenges.  'Distractions like these may carry
bond level risks in an environment where large servicer portfolio
consolidation is already taking place as it can impede workout
timelines.' said Senior Director Richard Carlson.


* S&P Corrects BB+ Rating on Credit Default Swap Notes to AAA
-------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on the
notes issued by Credit Default Swap, Swap Risk Rating (Portfolio)
-- ANZ CDS Reference # SDB507893701.0.1/00644363401 and removed it
from CreditWatch with negative implications.

When S&P lowered its rating on this transaction on Nov. 13, 2008,
and placed it on CreditWatch negative, S&P had analyzed the
portfolio using an incorrect credit enhancement level.  S&P has
reanalyzed the portfolio and have corrected the rating
accordingly.

                         Rating Corrected

                       Credit Default Swap
        Swap Risk Rating (Portfolio) - ANZ CDS Reference #
                    SDB507893701.0.1/00644363401

                                   Rating
                                   ------
                 Class        To            From
                 -----        --            ----
                 Tranche      AAAsrp        BB+srp/Watch Neg


* S&P Lowers Ratings on 306 Classes From 23 RMBS Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 306
classes from 23 residential mortgage-backed securities
transactions backed by U.S. prime jumbo mortgage loan collateral
issued in 2007.  S&P removed the ratings on 34 of the downgraded
classes from four deals from CreditWatch with negative
implications.  In addition, S&P affirmed its ratings on 202
classes from 19 deals, which include 14 of the downgraded deals
and five additional U.S. prime jumbo transactions also issued in
2007.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to warrant the previous
ratings, given S&P's current projected losses.  S&P used the 1999
prime jumbo vintage as its benchmark default curve to forecast the
performance of the 2007 vintage.  The 1999 vintage experienced the
most stress of any issuance year over the past 10 years (excluding
years since 2005) in terms of foreclosures.  S&P expects the
losses in the 2007 vintage to exceed those experienced in the 1999
vintage; however, in S&P's opinion, the timing of the losses, and
therefore the shape of the loss curve, is more likely to be
similar to that of 1999 than to any subsequent year.

S&P calculated individual transaction projections by multiplying
the current foreclosure amount by the rate of change that the
foreclosure curve forecasted for the upcoming periods.  In
addition, S&P assumed that 100% of the dollar amount of 90-plus-
day delinquent loans and 50% of the dollar amount of 60-day
delinquent loans would be in foreclosure within five months.  S&P
then added this amount to the dollar amount of loans currently in
foreclosure for transactions for which this form of analysis
provided a forecast more consistent with the current delinquency
performance trends.  Based on S&P's assessment of current market
conditions, S&P is assuming that it will take approximately 18
months to liquidate loans in foreclosure and approximately eight
months to liquidate loans categorized as real estate owned. S&P is
assuming a loss severity of 30% for U.S. prime jumbo RMBS
transactions issued in 2007.

Additionally, S&P assumed that the loans that are currently REO
will be liquidated over the next eight months, and then S&P added
the projected loss amounts from the REO liquidations to the
projected losses from foreclosures.  S&P estimated the lifetime
projected losses by adding these projected losses to the actual
losses that the transactions have experienced to date.  Finally,
S&P adjusted the lifetime projected losses figure upward, if S&P
considered it necessary, to cover two times S&P's estimated losses
on the loans currently in the delinquency pipeline.

Our lifetime projected losses, as a percentage of the original
pool balances, for the 23 affected U.S. RMBS transactions backed
by prime jumbo collateral issued in 2007 are:

  Issuer         Series    Structure group        Projected loss
  ------         ------    ---------------        --------------
  Chase           2007-A2                I                 0.21%
  Chase           2007-A2               II                 0.72%
  CHL             2007-2               One                 1.48%
  CHL             2007-3               One                 1.72%
  CHL             2007-4               One                 2.10%
  CHL             2007-5               One                 1.15%
  Citicorp        2007-4               One                 0.34%
  Citigroup       2007-AR4               2                 3.03%
  CSMC            2007-1                 C                 3.10%
  CSMC            2007-2                 1                 1.55%
  CSMC            2007-2                 C                 0.57%
  GSR             2007-4F              One                 1.12%
  GSR             2007-AR1             One                 3.02%
  JPMorgan        2007-A3              One                 2.08%
  Lehman          2007-3               One                 1.53%
  Lehman          2007-5                 2                 1.52%
  Merrill Lynch   2007-2               One                 0.21%
  RFMSI           2007-S1              One                 1.70%
  RFMSI           2007-S3              One                 1.80%
  RFMSI           2007-S4              One                 2.22%
  RFMSI           2007-S5              One                 1.30%
  RFMSI           2007-SA1             One                 3.51%
  RFMSI           2007-SA2             One                 3.44%
  STARM           2007-2               One                 1.84%
  STARM           2007-3                 I                 3.20%
  STARM           2007-3                II                 3.63%
  WaMu            2007-HY4               L                 3.37%
  WaMu            2007-HY4               3                 1.61%
  WaMu            2007-HY4               M                 2.21%
  Wells Fargo     2007-2                Cr                 1.35%
  Wells Fargo     2007-2               III                 0.15%
  Wells Fargo     2007-8               One                 0.89%
  Wells Fargo     2007-10              One                 1.24%
  Bear Stearns    2007-4                II                 2.40%

The lifetime projected losses for all prime jumbo RMBS deals
issued during the first six months in 2007 that S&P rated range
from 0.10% to 5.86% of the original principal balances, with a
weighted average of 1.61%.

To maintain a rating higher than 'B', S&P expects a class to
absorb losses in excess of the base-case loss assumptions S&P used
in its analysis.  For example, one prime jumbo class may have to
withstand 150% of S&P's projected loss assumptions in order to
maintain a 'BB' rating, while a different class may have to
withstand losses of approximately 200% of S&P's base-case loss
assumptions to maintain a 'BBB' rating.  Each class that has an
affirmed 'AAA' rating can generally withstand approximately 350%
of S&P's projected loss assumptions under its analysis.

The affirmations reflect actual and projected credit enhancement
percentages that S&P believes are sufficient to support the
current ratings.

Subordination provides credit support for the affected
transactions.  The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. prime jumbo mortgage loans
secured primarily by first liens on one- to four-family
residential properties.

Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, as appropriate.

                          Rating Actions

                   Bear Stearns ARM Trust 2007-4
                        Series      2007-4

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          II-1A-1    07401CAS2     A              AAA
          II-1A-2    07401CAT0     BB             AAA
          II-1X-1    07401CAU7     A              AAA
          II-2A-1    07401CAV5     A              AAA
          II-2A-2    07401CAW3     BB             AAA
          II-2X-1    07401CAX1     A              AAA

            Chase Mortgage Finance Trust Series 2007-A2
                        Series      2007-A2

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          I-B1       16163LAW2     BBB            A
          I-B2       16163LAX0     BB             BBB
          I-B3       16163LAY8     CCC            BB
          I-B4       16163LAZ5     CCC            B
          II-M       16163LAV4     BBB            AA
          II-B1      16163LBB7     BB             A
          II-B2      16163LBC5     B              BBB
          II-B3      16163LBD3     CCC            B
          II-B4      16163LBE1     CC             CCC

              CHL Mortgage Pass-Through Trust 2007-2
                        Series      2007-2

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          A-1        12544CAA9     A              AAA
          A-2        12544CAB7     A              AAA
          A-3        12544CAC5     A              AAA
          A-4        12544CAD3     A              AAA
          A-5        12544CAE1     A              AAA
          A-6        12544CAF8     A              AAA
          A-7        12544CAG6     A              AAA
          A-8        12544CAH4     A              AAA
          A-9        12544CAJ0     A              AAA
          A-10       12544CAK7     A              AAA
          A-11       12544CAL5     A              AAA
          A-12       12544CAM3     A              AAA
          A-13       12544CAN1     A              AAA
          A-14       12544CAP6     A              AAA
          A-15       12544CAQ4     A              AAA
          A-16       12544CAR2     A              AAA
          A-17       12544CAS0     A              AAA
          A-20       12544CAV3     A              AAA
          A-21       12544CAW1     A              AAA
          A-22       12544CAX9     A              AAA
          PO         12544CAZ4     A              AAA

               CHL Mortgage Pass-Through Trust 2007-3
                        Series      2007-3

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          A-1        12543RAA7     BBB            AAA
          A-2        12543RAB5     BBB            AAA
          A-3        12543RAC3     BBB            AAA
          A-4        12543RAD1     BBB            AAA
          A-5        12543RAE9     BBB            AAA
          A-6        12543RAF6     BBB            AAA
          A-7        12543RAG4     BBB            AAA
          A-8        12543RAH2     BBB            AAA
          A-9        12543RAJ8     BBB            AAA
          A-10       12543RAK5     BBB            AAA
          A-11       12543RAL3     BBB            AAA
          A-12       12543RAM1     BBB            AAA
          A-13       12543RAN9     BBB            AAA
          A-14       12543RAP4     BBB            AAA
          A-15       12543RAQ2     BBB            AAA
          A-16       12543RAR0     BBB            AAA
          A-17       12543RAS8     BBB            AAA
          A-18       12543RAT6     BBB            AAA
          A-19       12543RAU3     BBB            AAA
          A-20       12543RAV1     BBB            AAA
          A-21       12543RAW9     BBB            AAA
          A-22       12543RAX7     BBB            AAA
          A-25       12543RBA6     BBB            AAA
          A-26       12543RBB4     BBB            AAA
          A-27       12543RBC2     BBB            AAA
          A-28       12543RBD0     BBB            AAA
          A-29       12543RBE8     BBB            AAA
          A-30       12543RBF5     BBB            AAA
          A-31       12543RBG3     BBB            AAA
          A-32       12543RBH1     BBB            AAA
          A-33       12543RBJ7     BBB            AAA
          A-34       12543RBK4     BBB            AAA
          A-35       12543RBL2     BBB            AAA
          A-37       12543RBN8     BBB            AAA
          A-38       12543RBP3     BBB            AAA
          A-39       12543RBQ1     BBB            AAA
          A-40       12543RBR9     BBB            AAA
          A-41       12543RBS7     BBB            AAA
          A-42       12543RBT5     BBB            AAA
          A-43       12543RBU2     BBB            AAA
          A-44       12543RBV0     BBB            AAA
          PO         12543RBX6     BBB            AAA

              CHL Mortgage Pass-Through Trust 2007-4
                        Series      2007-4

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          1-A-16     12544RAR9     BBB            AAA
          1-A-40     12544RBR8     BBB            AAA
          M-1        12544RDB1     BB             AA+
          M-2        12544RDN5     B              AA

               Citigroup Mortgage Loan Trust 2007-AR4
                        Series      2007-AR4

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          2-A1A      17311WAD9     BBB            AAA
          2-A1B      17311WAE7     B              AAA/Watch Neg
          2-A2A      17311WAF4     BBB            AAA
          2-A2B      17311WAG2     B              AAA/Watch Neg
          2-A3A      17311WAH0     BBB            AAA
          2-A3B      17311WAJ6     B              AAA/Watch Neg

                 CSMC Mortgage-Backed Trust 2007-1
                        Series      2007-1

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          2-A-1      126378AV0     B              AAA/Watch Neg
          3-A-1      126378AW8     BBB            AAA/Watch Neg
          3-A-2      126378AX6     B              AAA/Watch Neg
          4-A-1      126378AY4     B              AAA/Watch Neg
          5-A-1      126378AZ1     A              AAA/Watch Neg
          5-A-2      126378BA5     A              AAA/Watch Neg
          5-A-3      126378BB3     A              AAA/Watch Neg
          5-A-4      126378BC1     BBB            AAA/Watch Neg
          5-A-5      126378BD9     B              AAA/Watch Neg
          5-A-6      126378BE7     B              AAA/Watch Neg
          5-A-7      126378BF4     A              AAA/Watch Neg
          5-A-8      126378BG2     B              AAA/Watch Neg
          5-A-9      126378BH0     A              AAA/Watch Neg
          5-A-10     126378BJ6     BBB            AAA/Watch Neg
          5-A-11     126378BK3     BBB            AAA/Watch Neg
          5-A-12     126378BL1     B              AAA/Watch Neg
          5-A-13     126378BM9     A              AAA/Watch Neg
          5-A-14     126378BN7     BBB            AAA/Watch Neg
          5-A-15     126378BP2     B              AAA/Watch Neg
          5-A-16     126378BQ0     B              AAA/Watch Neg
          A-X        126378BR8     A              AAA/Watch Neg
          C-X        126378BS6     B              AAA/Watch Neg
          C-B-5      126378BZ0     D              B-/Watch Neg

                 CSMC Mortgage-Backed Trust 2007-2
                        Series      2007-2

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          1-A-5      126384AE6     BBB            AAA
          1-A-6      126384AF3     BBB            AAA
          1-A-7      126384AG1     BBB            AAA
          1-A-8      126384AH9     BBB            AAA
          1-A-11     126384BV7     BBB            AAA
          1-A-15     126384BZ8     BBB            AAA
          1-A-17     126384CB0     BBB            AAA
          A-P        126384BA3     BBB            AAA
          1-B-5      126384BL9     D              B
          2-A-1      126384AJ5     A              AAA
          2-A-2      126384AK2     A              AAA
          2-A-3      126384AL0     A              AAA
          2-A-5      126384CF1     A              AAA
          3-A-3      126384AP1     A              AAA
          3-A-4      126384AQ9     A              AAA
          3-A-5      126384AR7     A              AAA
          3-A-6      126384AS5     A              AAA
          3-A-7      126384AT3     A              AAA
          3-A-8      126384AU0     A              AAA
          3-A-9      126384AV8     A              AAA
          3-A-10     126384AW6     A              AAA
          3-A-11     126384AX4     A              AAA
          3-A-13     126384CG9     A              AAA
          3-A-14     126384CH7     A              AAA
          C-B-1      126384BF2     B              AA
          C-B-2      126384BG0     CCC            BBB
          C-B-3      126384BH8     CCC            B
          C-B-4      126384BP0     CC             CCC

                   GSR Mortgage Loan Trust 2007-4F
                        Series      2007-4F

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          1A-1       362669AA1     A              AAA
          2A-1       362669AB9     A              AAA
          2A-2       362669AC7     A              AAA
          2A-3       362669AD5     A              AAA
          2A-4       362669AE3     A              AAA
          2A-5       362669AF0     A              AAA
          2A-6       362669AG8     A              AAA
          2A-8       362669AJ2     A              AAA
          3A-2       362669AL7     A              AAA
          3A-3       362669AM5     A              AAA
          3A-4       362669AN3     A              AAA
          3A-5       362669AP8     A              AAA
          3A-7       362669AR4     A              AAA
          3A-8       362669BJ1     A              AAA
          3A-9       362669BK8     A              AAA
          3A-10      362669BL6     A              AAA
          3A-11      362669BM4     A              AAA
          4A-1       362669AS2     A              AAA
          4A-2       362669AT0     A              AAA
          5A-1       362669AU7     A              AAA
          6A-1       362669AV5     A              AAA
          7A-1       362669AW3     A              AAA
          A-P        362669AX1     A              AAA

                  GSR Mortgage Loan Trust 2007-AR1
                        Series      2007-AR1

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          1A1        362290AA6     A              AAA
          1A2        362290AB4     B              AAA/Watch Neg
          2A1        362290AC2     A              AAA
          2A2        362290AD0     B              AAA/Watch Neg
          3A1        362290AH1     A              AAA
          3A2        362290AJ7     B              AAA/Watch Neg
          4A1        362290AK4     A              AAA
          4A2        362290AL2     B              AAA/Watch Neg
          5A1        362290AM0     A              AAA
          5A2        362290AN8     B              AAA/Watch Neg
          6A1        362290AP3     A              AAA
          6A2        362290AQ1     B              AAA/Watch Neg

                  JPMorgan Mortgage Trust 2007-A3
                        Series      2007-A3

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          1-A-2      46630UAB0     BBB            AAA
          2-A-4      46630UAK0     BBB            AAA
          3-A-1      46630UAL8     BBB            AAA
          3-A-3      46630UAQ7     BBB            AAA

                   Lehman Mortgage Trust 2007-3
                        Series      2007-3

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          1-A1       52521JAA7     BBB            AAA
          1-A2       52521JAB5     AAA            AAA/Watch Neg
          1-A4       52521JAD1     BBB            AAA
          1-A5       52521JAP4     AAA            AAA/Watch Neg
          1-A6       52521JAQ2     AAA            AAA/Watch Neg
          2-A1       52521JAE9     BBB            AAA
          B1         52521JAF6     B              AA-/Watch Neg
          B2         52521JAG4     CCC            A/Watch Neg

                   Lehman Mortgage Trust 2007-5
                        Series      2007-5

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          3-A1       52521RAW1     A              AAA
          3-A2       52521RAX9     A              AAA
          3-A3       52521RAY7     A              AAA
          3-A4       52521RAZ4     A              AAA
          3-A5       52521RBA8     A              AAA
          3-A6       52521RBB6     A              AAA
          3-A8       52521RBD2     A              AAA
          3-A10      52521RBF7     A              AAA
          4-A1       52521RBG5     A              AAA
          4-A2       52521RBH3     A              AAA
          4-A3       52521RBJ9     A              AAA
          4-A4       52521RBK6     A              AAA
          4-A5       52521RBL4     A              AAA
          4-A6       52521RBM2     A              AAA
          5-A1       52521RBN0     A              AAA
          5-A2       52521RBP5     A              AAA
          5-A3       52521RBQ3     A              AAA
          6-A1       52521RBR1     A              AAA
          7-A1       52521RBS9     A              AAA
          7-A3       52521RBU4     A              AAA
          7-A5       52521RBW0     A              AAA
          8-A1       52521RBX8     A              AAA
          8-A3       52521RBZ3     A              AAA
          8-A5       52521RCB5     A              AAA
          AP2        52521RAU5     A              AAA

     Merrill Lynch Mortgage Investors Trust, Series MLCC 2007-2
                        Series      2007-2

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          B-2        59024WAK3     CCC            B

                     RFMSI Series 2007-S1 Trust
                        Series      2007-S1

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          A-4        749581AH7     BBB            AAA
          A-14       749581AT1     BBB            AAA

                     RFMSI Series 2007-S3 Trust
                        Series      2007-S3

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          I-A-1      74958BAG7     BB+            AAA
          I-A-2      74958BAH5     BB+            AAA
          I-A-3      74958BAJ1     BB+            AAA
          I-A-4      74958BAK8     BB+            AAA
          I-A-5      74958BAL6     BB+            AAA
          I-A-6      74958BAM4     BB+            AAA
          I-A-P      74958BAR3     BB+            AAA
          I-A-V      74958BAS1     BB+            AAA
          II-A-1     74958BAQ5     BB+            AAA
          II-A-P     74958BAT9     BB+            AAA
          II-A-V     74958BAU6     BB+            AAA

                     RFMSI Series 2007-S4 Trust
                        Series      2007-S4

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          A-1        74958YAA0     AA             AAA
          A-2        74958YAB8     BB             AAA
          A-3        74958YAC6     AA             AAA
          A-4        74958YAD4     BB             AAA
          A-5        74958YAE2     AA             AAA
          A-6        74958YAF9     BB             AAA
          A-8        74958YAH5     BB             AAA
          A-9        74958YAJ1     AA             AAA
          A-10       74958YAK8     BB             AAA
          A-11       74958YAL6     BB             AAA
          A-12       74958YAM4     AA             AAA
          A-13       74958YBA9     AA             AAA
          A-14       74958YAN2     AA             AAA
          A-15       74958YAP7     AA             AAA
          A-P        74958YAQ5     BB             AAA
          A-V        74958YAR3     AA             AAA

                     RFMSI Series 2007-S5 Trust
                        Series      2007-S5

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          A-1        749580AA4     AA             AAA
          A-3        749580AC0     AA             AAA
          A-5        749580AE6     AA             AAA
          A-6        749580AF3     AA             AAA
          A-9        749580AJ5     AA             AAA
          A-10       749580AK2     AA             AAA
          A-P        749580AL0     AA             AAA

                     RFMSI Series 2007-SA1 Trust
                        Series      2007-SA1

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          I-A-1      74958WAA4     B              AAA
          II-A-1     74958WAB2     B              AAA
          II-A-2     74958WAC0     BBB            AAA
          II-A-3     74958WAD8     B              AAA
          II-A-X     74958WAE6     B              AAA
          III-A      74958WAF3     B              AAA
          IV-A       74958WAG1     B              AAA
          M-1        74958WAL0     CCC            BBB
          M-2        74958WAM8     CCC            B
          M-3        74958WAN6     CC             CCC

                     RFMSI Series 2007-SA2 Trust
                        Series      2007-SA2

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          I-A        74958XAA2     B              AAA
          II-A-1     74958XAB0     B              AAA
          II-A-2     74958XAC8     A              AAA
          II-A-3     74958XAD6     B              AAA
          III-A      74958XAE4     B              AAA
          IV-A       74958XAF1     B              AAA
          V-A        74958XAG9     B              AAA
          M-1        74958XAL8     CCC            BBB
          M-2        74958XAM6     CCC            B
          M-3        74958XAN4     CC             CCC
          B-2        74958XAQ7     D              CC

                 STARM Mortgage Loan Trust 2007-2
                        Series      2007-2

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          1-A-2      78473TAB6     BBB            AAA
          2-A-2      78473TAD2     BBB            AAA
          3-A-4      78473TAH3     BBB            AAA
          4-A-2      78473TAK6     BBB            AAA
          5-A-2      78473TAM2     BBB            AAA

                 STARM Mortgage Loan Trust 2007-3
                        Series      2007-3

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          1-A-1      85554NAG5     BBB            AAA
          1-A-2      85554NAH3     B              AAA
          2-A-1      85554NAJ9     BBB            AAA
          2-A-2      85554NAK6     B              AAA
          3-A-1      85554NAL4     BBB            AAA
          3-A-2      85554NAM2     B              AAA
          I-B-1      85554NAS9     CCC            AA
          I-B-2      85554NAT7     CCC            A
          I-B-3      85554NAU4     CC             BBB
          I-B-4      85554NAA8     CC             BB
          I-B-5      85554NAB6     CC             B
          4-A        85554NAN0     BB             AAA
          II-B-1     85554NAV2     CCC            AA
          II-B-2     85554NAW0     CCC            A
          II-B-3     85554NAX8     CCC            BBB
          II-B-4     85554NAD2     CC             BB
          II-B-5     85554NAE0     CC             B

   WaMu Mortgage Pass-Through Certificates Series 2007-HY4 Trust
                       Series      2007-HY4

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          1-A1       933636AA0     BBB            AAA
          1-A2       933636AB8     B              AAA
          2-A1       933636AC6     BBB            AAA
          2-A2       933636AD4     BBB            AAA
          2-A3       933636AE2     BBB            AAA
          2-A4       933636AF9     B              AAA
          L-B-1      933636AN2     CCC            A
          L-B-2      933636AP7     CCC            BB
          L-B-3      933636AQ5     CC             B
          3-A2       933636AH5     BBB            AAA
          3-B-1      933636AR3     B              AA
          3-B-2      933636AS1     CCC            A
          3-B-3      933636AT9     CCC            BB
          4-A2       933636AK8     A-             AAA
          5-A2       933636AM4     A-             AAA
          M-B-1      933636AU6     BB             AA
          M-B-2      933636AV4     B              BBB
          M-B-3      933636AW2     CCC            BB

                         Ratings Affirmed

           Chase Mortgage Finance Trust Series 2007-A2
                       Series      2007-A2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A1       16163LAA0     AAA
                  1-A2       16163LAB8     AAA
                  1-A3       16163LAC6     AAA
                  2-A1       16163LAD4     AAA
                  2-A2       16163LAE2     AAA
                  2-A3       16163LAF9     AAA
                  2-A4       16163LBT8     AAA
                  2-A5       16163LBU5     AAA
                  2-A6       16163LBV3     AAA
                  3-A1       16163LAG7     AAA
                  3-A2       16163LAH5     AAA
                  3-A3       16163LBG6     AAA
                  4-A1       16163LAJ1     AAA
                  4-A2       16163LAK8     AAA
                  4-A3       16163LBL5     AAA
                  5-A1       16163LAL6     AAA
                  5-A2       16163LAM4     AAA
                  5-A3       16163LBM3     AAA
                  I-M        16163LAU6     AA
                  6-A1       16163LAN2     AAA
                  6-A2       16163LAP7     AAA
                  6-A3       16163LBN1     AAA
                  6-A4       16163LBP6     AAA
                  6-A5       16163LBQ4     AAA
                  7-A1       16163LAQ5     AAA
                  7-A2       16163LAR3     AAA
                  7-A3       16163LAS1     AAA
                  7-A4       16163LBR2     AAA
                  7-A5       16163LBS0     AAA

              CHL Mortgage Pass-Through Trust 2007-2
                       Series      2007-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-18       12544CAT8     AAA
                  A-19       12544CAU5     AAA
                  X          12544CAY7     AAA

              CHL Mortgage Pass-Through Trust 2007-3
                       Series      2007-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-23       12543RAY5     AAA
                  X          12543RBW8     AAA

              CHL Mortgage Pass-Through Trust 2007-4
                       Series      2007-4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A-15     12544RAQ1     AAA
                  1-A-39     12544RBQ0     AAA
                  1-A-51     12544RCC0     AAA
                  1-A-69     12544RCW6     AAA
                  1-A-74     12544RDL9     AAA

              CHL Mortgage Pass Through Trust 2007-5
                       Series      2007-5

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        12544VAA7     AAA
                  A-2        12544VAB5     AAA
                  A-3        12544VAC3     AAA
                  A-4        12544VAD1     AAA
                  A-5        12544VAE9     AAA
                  A-6        12544VAF6     AAA
                  A-7        12544VAG4     AAA
                  A-8        12544VAH2     AAA
                  A-9        12544VAJ8     AAA
                  A-10       12544VAK5     AAA
                  A-11       12544VAL3     AAA
                  A-12       12544VAM1     AAA
                  A-13       12544VAN9     AAA
                  A-14       12544VAP4     AAA
                  A-15       12544VAQ2     AAA
                  A-16       12544VAR0     AAA
                  A-17       12544VAS8     AAA
                  A-18       12544VAT6     AAA
                  A-19       12544VAU3     AAA
                  A-20       12544VAV1     AAA
                  A-21       12544VAW9     AAA
                  A-22       12544VAX7     AAA
                  A-23       12544VAY5     AAA
                  A-24       12544VAZ2     AAA
                  A-25       12544VBA6     AAA
                  A-26       12544VBB4     AAA
                  A-27       12544VBC2     AAA
                  A-28       12544VBD0     AAA
                  A-29       12544VBE8     AAA
                  A-30       12544VBF5     AAA
                  A-31       12544VBG3     AAA
                  A-32       12544VBH1     AAA
                  A-33       12544VBJ7     AAA
                  A-34       12544VBK4     AAA
                  A-35       12544VBL2     AAA
                  A-36       12544VBM0     AAA
                  A-37       12544VBN8     AAA
                  A-38       12544VBP3     AAA
                  A-39       12544VBQ1     AAA
                  A-40       12544VBR9     AAA
                  A-41       12544VBS7     AAA
                  A-42       12544VBT5     AAA
                  A-43       12544VBU2     AAA
                  A-44       12544VBV0     AAA
                  A-45       12544VBW8     AAA
                  A-46       12544VBX6     AAA
                  A-47       12544VBY4     AAA
                  A-48       12544VBZ1     AAA
                  A-49       12544VCL1     AAA
                  A-50       12544VCM9     AAA
                  A-51       12544VCN7     AAA
                  X          12544VCA5     AAA
                  PO         12544VCB3     AAA
                  M-A        12544VCD9     AA+

         Citicorp Mortgage Securities Trust Series 2007-4
                       Series      2007-4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  IA-11      17312XAL8     AAA

                 CSMC Mortgage-Backed Trust 2007-2
                       Series      2007-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A-1      126384AA4     AAA
                  1-A-2      126384AB2     AAA
                  1-A-4      126384AD8     AAA
                  1-A-9      126384BT2     AAA
                  1-A-10     126384BU9     AAA
                  1-A-12     126384BW5     AAA
                  1-A-13     126384BX3     AAA
                  1-A-14     126384BY1     AAA
                  1-A-16     126384CA2     AAA
                  A-X        126384AZ9     AAA
                  2-A-4      126384CE4     AAA
                  3-A-1      126384AM8     AAA
                  3-A-2      126384AN6     AAA
                  3-A-15     126384CJ3     AAA

                 GSR Mortgage Loan Trust 2007-4F
                       Series      2007-4F

                  Class      CUSIP         Rating
                  -----      -----         ------
                  2A-7       362669AH6     AAA
                  3A-1       362669AK9     AAA
                  3A-6       362669AQ6     AAA
                  A-X        362669AY9     AAA

                  JPMorgan Mortgage Trust 2007-A3
                       Series      2007-A3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A-1      46630UAA2     AAA
                  2-A-1      46630UAC8     AAA
                  2-A-2      46630UAD6     AAA
                  2-A-3      46630UAE4     AAA
                  2-A-3M     46630UAF1     AAA
                  2-A-3S     46630UAG9     AAA
                  2-A-3L     46630UAH7     AAA
                  2-A-3F     46630UAJ3     AAA
                  3-A-2      46630UAM6     AAA
                  3-A-2M     46630UAN4     AAA
                  3-A-2S     46630UAP9     AAA

                   Lehman Mortgage Trust 2007-3
                       Series      2007-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A3       52521JAC3     AAA

                   Lehman Mortgage Trust 2007-5
                       Series      2007-5

                  Class      CUSIP         Rating
                  -----      -----         ------
                  3-A7       52521RBC4     AAA
                  3-A9       52521RBE0     AAA
                  7-A2       52521RBT7     AAA
                  7-A4       52521RBV2     AAA
                  8-A2       52521RBY6     AAA
                  8-A4       52521RCA7     AAA
                  AX2        52521RAV3     AAA

    Merrill Lynch Mortgage Investors Trust, Series MLCC 2007-2
                       Series      2007-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  I-A        59024WAA5     AAA
                  II-A-1     59024WAB3     AAA
                  II-A-2     59024WAC1     AAA
                  III-A      59024WAD9     AAA
                  M-1        59024WAF4     AA
                  M-2        59024WAG2     A
                  M-3        59024WAH0     BBB
                  B-1        59024WAJ6     BB

                    RFMSI Series 2007-S1 Trust
                       Series      2007-S1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        749581AE4     AAA

                    RFMSI Series 2007-S5 Trust
                       Series      2007-S5

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-2        749580AB2     AAA
                  A-4        749580AD8     AAA
                  A-7        749580AG1     AAA
                  A-8        749580AH9     AAA
                  A-V        749580AM8     AAA

               STARM Mortgage Loan Trust 2007-2
                       Series      2007-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A-1      78473TAA8     AAA
                  2-A-1      78473TAC4     AAA
                  3-A-1      78473TAE0     AAA
                  3-A-2      78473TAF7     AAA
                  3-A-3      78473TAG5     AAA
                  4-A-1      78473TAJ9     AAA
                  5-A-1      78473TAL4     AAA

   WaMu Mortgage Pass-Through Certificates Series 2007-HY4 Trust
                       Series      2007-HY4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  3-A1       933636AG7     AAA
                  4-A1       933636AJ1     AAA
                  5-A1       933636AL6     AAA

       Wells Fargo Mortgage Backed Securities 2007-2 Trust
                       Series      2007-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  I-A-10     94984XAK6     AAA

       Wells Fargo Mortgage Backed Securities 2007-8 Trust
                       Series      2007-8

                  Class      CUSIP         Rating
                  -----      -----         ------
                  I-A-1      94986AAA6     AAA
                  I-A-2      94986AAB4     AAA
                  I-A-3      94986AAC2     AAA
                  I-A-4      94986AAD0     AAA
                  I-A-5      94986AAE8     AAA
                  I-A-6      94986AAF5     AAA
                  I-A-7      94986AAG3     AAA
                  I-A-8      94986AAH1     AAA
                  I-A-9      94986AAJ7     AAA
                  I-A-10     94986AAK4     AAA
                  I-A-11     94986AAL2     AAA
                  I-A-12     94986AAM0     AAA
                  I-A-13     94986AAN8     AAA
                  I-A-14     94986AAP3     AAA
                  I-A-15     94986AAQ1     AAA
                  I-A-16     94986AAR9     AAA
                  I-A-17     94986AAS7     AAA
                  I-A-18     94986AAT5     AAA
                  I-A-19     94986AAU2     AAA
                  I-A-20     94986AAV0     AAA
                  I-A-21     94986AAW8     AAA
                  I-A-22     94986AAX6     AAA
                  I-A-23     94986AAY4     AAA
                  I-A-PO                   AAA
                  II-A-1     94986ABA5     AAA
                  II-A-2     94986ABB3     AAA
                  II-A-3     94986ABC1     AAA
                  II-A-4     94986ABD9     AAA
                  II-A-5     94986ABE7     AAA
                  II-A-6     94986ABF4     AAA
                  II-A-7     94986ABG2     AAA
                  II-A-8     94986ABH0     AAA
                  II-A-9     94986ABJ6     AAA
                  II-A-10    94986ABK3     AAA
                  II-A-11    94986ABL1     AAA
                  II-A-12    94986ABM9     AAA
                  II-A-14    94986ABP2     AAA
                  II-A-15    94986ABQ0     AAA
                  II-A-16    94986ABR8     AAA
                  II-A-PO                  AAA
                  A-PO       94986ABS6     AAA

        Wells Fargo Mortgage Backed Securities 2007-10 Trust
                       Series      2007-10

                  Class      CUSIP         Rating
                  -----      -----         ------
                  I-A-29     949837BE7     AAA
                  I-A-32     949837BH0     AAA
                  I-A-34     949837BK3     AAA
                  II-A-9     949837CC0     AAA
                  II-A-11    949837CE6     AAA


* S&P Puts Ratings on 5 Major Mortgage Insurers on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on five major U.S. mortgage insurers and their core and dependent
foreign subsidiaries on CreditWatch with negative implications.
These groups are Old Republic, PMI, MGIC, Radian, and Genworth.

Standard & Poor's also placed its ratings on Radian Asset
Assurance Inc. on CreditWatch. Standard & Poor's is still
evaluating the impact of this CreditWatch on obligations Radian
Asset guarantees.  The ratings on some securities could be placed
on CreditWatch negative, but S&P will not lower any of them.

"The CreditWatch placements reflect greater deterioration in the
employment and housing markets than S&P had anticipated when S&P
last conducted an extensive review of the mortgage insurance
sector in late August," explained Standard & Poor's credit analyst
James Brender.  "We also have concerns that mortgage insurers'
poor operating results--coupled with the disruptions in the
capital markets--will prevent them from obtaining additional
capital needed to refinance debt maturities, remain compliant with
covenants, and maintain appropriate capitalization to remain going
concerns."

Standard & Poor's will resolve the CreditWatch status of the
ratings in two stages. First, S&P will re-evaluate its estimate of
mortgage insurers' net loss costs for their insured loan
portfolios based on deterioration in macroeconomic conditions,
partially offset by greater anticipated benefits of reinsurance.
S&P expects to complete this assessment within the next couple of
weeks.  The second stage will be a thorough sector-wide review
that incorporates operating results for the fourth quarter and
developments in macroeconomic conditions.  S&P anticipate
completing this review in mid March, but S&P might accelerate the
resolution of a CreditWatch placement if a company reports
operating results that compare very unfavorably with S&P's
expectations.  As a result of the CreditWatches, Standard & Poor's
expects most mortgage insurers will ultimately be downgraded, and
some of the downgrades will be more than one notch.

The resolution of the CreditWatch for ORI and its subsidiaries
will likely involve a revision to Standard & Poor's group
methodology for ORI's subsidiaries. Currently, S&P views ORI's
mortgage insurance operations, ORI's title insurance subsidiaries,
and ORI's property/casualty operations (Old Republic General) as
core subsidiaries.  It is Standard & Poor's policy to align the
ratings on all subsidiaries that S&P considers to be core to the
group.  It is very likely that ORI's main business units will be
reclassified as strategically important.  S&P still think ORI
would devote resources to help its key subsidiaries survive
difficult times, but S&P does not believe its level of commitment
is above its high threshold for core
designation.

The change in group methodology has several implications.  Because
the rating on Old Republic General will no longer move in tandem
with the RMIC rating, S&P did not place Old Republic General on
CreditWatch.  ORTIG is on CreditWatch because its stand-alone
financial strength is not consistent with the current 'A+' rating.
Standard & Poor's typically raises a strategically important
entity's stand-alone rating by up to three notches for implicit
support, but S&P cap the rating at one notch below the core
subsidiary or strongest member of the group.  Therefore, ORTIG's
supported rating would be capped at one notch below Old Republic
General's 'A+' financial strength rating.  Finally, it is very
unlikely that the resolution of the CreditWatch on RMIC will
result in a downgrade of more than one notch because the company's
rating will benefit from its strategic importance to the group.

                           Ratings list

                  CreditWatch and Outlook Action

                  Republic Mortgage Insurance Co.
               Republic Mortgage Insurance Co. of NC
              Old Republic National Title Insurance Co.
              Old Republic General Title Insurance Corp.
               Mississippi Valley Title Insurance Co.
                American Guaranty Title Insurance Co.

Counterparty Credit Rating      To                 From
--------------------------      --                 ----
  Local Currency                 A+/Watch Neg/--    A+/Negative/--

Financial Strength Rating       To                 From
--------------------------      --                 ----
  Local Currency                 A+/Watch Neg/--    A+/Negative/--

                  Old Republic International Corp.

Counterparty Credit Rating     To                 From
--------------------------     --                 ----
  Local Currency                A-/Watch Neg/A-2   A-/Negative/A-2

                    PMI Mortgage Insurance Co.
                  PMI Mortgage Insurance Co. Ltd.


Counterparty Credit Rating      To                 From
--------------------------      --                 ----
  Local Currency                 A-/Watch Neg/--    A-/Negative/--

                    PMI Mortgage Insurance Co.
                  PMI Mortgage Insurance Co. Ltd.
                         PMI Insurance Co.

Financial Strength Rating       To                 From
--------------------------      --                 ----
  Local Currency                 A-/Watch Neg/--    A-/Negative/--

                          PMI Group Inc.

Counterparty Credit Rating    To                 From
--------------------------    --                 ----
  Local Currency               BBB-/Watch Neg/--  BBB-/Negative/--

                          PMI Capital I

                               To                 From
                               --                 ----
Preferred Stock (1 issue)     BB/Watch Neg       BB

                          PMI Group Inc.

                               To                 From
                               --                 ----
Senior Unsecured (3 issues)   BBB-/Watch Neg     BBB-

                      MGIC Australia Pty Ltd.
                Mortgage Guaranty Insurance Corp.
                       MGIC Indemnity Co.

Counterparty Credit Rating      To                 From
--------------------------      --                 ----
  Local Currency                 A/Watch Neg/--     A/Negative/--

Financial Strength Rating       To                 From
--------------------------      --                 ----
  Local Currency                 A/Watch Neg/--     A/Negative/--

                     MGIC Investment Corp.

Counterparty Credit Rating     To                 From
--------------------------     --                 ----
  Local Currency                BBB/Watch Neg/--   BBB/Negative/--

                     MGIC Investment Corp.

                               To                 From
                               --                 ----
Senior Unsecured (2 issues)   BBB/Watch Neg      BBB
Preferred Stock (1 issue)     BB+/Watch Neg      BB+

                 Radian Mortgage Insurance Inc.
                      Radian Guaranty Inc.
                   Radian Asset Assurance Ltd.
                   Radian Asset Assurance Inc.
                      Amerin Guaranty Corp.

Counterparty Credit Rating    To                 From
--------------------------    --                 ----
  Local Currency               BBB+/Watch Neg/--  BBB+/Negative/--

Financial Strength Rating     To                 From
--------------------------    --                 ----
  Local Currency               BBB+/Watch Neg/--  BBB+/Negative/--

                   Radian Asset Assurance Inc.

Financial Strength Rating       To                 From
--------------------------      --                 ----
  Local Currency                 BBB+/Watch Neg/--  BBB+/--/--

                       Radian Group Inc.

Counterparty Credit Rating     To                 From
--------------------------     --                 ----
  Local Currency                BB+/Watch Neg/--   BB+/Negative/--

                     Radian Insurance Inc.

Financial Strength Rating      To                 From
--------------------------     --                 ----
  Local Currency                BB+/Watch Neg/--   BB+/Negative/--

            Market Street Custodial Trusts Series I

                               To                 From
                               --                 ----
Preferred Stock (1 issue)     BB+/Watch Neg      BB+

            Market Street Custodial Trusts Series II

                               To                 From
                               --                 ----
Preferred Stock (1 issue)     BB+/Watch Neg      BB+

            Market Street Custodial Trusts Series III

                               To                 From
                               --                 ----
Preferred Stock (1 issue)     BB+/Watch Neg      BB+

                        Radian Group Inc.

                               To                 From
                               --                 ----
Senior Unsecured (4 issues)   BB+/Watch Neg      BB+

            Genworth Financial Mortgage Insurance Ltd.
                 Genworth Mortgage Insurance Corp.

Counterparty Credit Rating     To                 From
--------------------------     --                 ----
  Local Currency                AA-/Watch Neg/--   AA-/Negative/--

            Genworth Financial Mortgage Insurance Ltd.
      Genworth Residential Mortgage Insurance Corporation of
                         North Carolina
                Genworth Mortgage Insurance Corp.

Financial Strength Rating      To                 From
--------------------------     --                 ----
  Local Currency                AA-/Watch Neg/--   AA-/Negative/--


* S&P Puts Ratings on 197 Tranches From 127 CDOs on Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 197
tranches from 127 U.S. cash flow collateralized loan obligation
transactions on CreditWatch with negative implications due to
rapid deterioration in the credit quality of the corporate loans
in the underlying collateral pools in recent weeks.

In aggregate, the affected tranches have an issuance amount of
$3.89 billion.  The tranches with ratings placed on CreditWatch
negative are primarily rated in the 'BBB' and 'BB' categories, and
most come from CLO transactions originated in 2004, 2005, and
2006.  In all, the tranches with ratings placed on CreditWatch
represent approximately 5.4% of the number of current outstanding
U.S. cash flow CLO tranches rated by Standard & Poor's.

Cash flow CLO transactions have historically exhibited a high
degree of rating stability; only about 1.10% of the approximately
4,350 U.S. CLO tranches rated by S&P's historically (including
tranches that have paid down) have experienced a rating downgrade.
In recent months, however, the corporate loan market has
experienced significant stress as a result of current economic
conditions and the lack of liquidity and refinancing options for
speculative-grade borrowers.  According to Standard & Poor's
Leveraged Commentary & Data, the leveraged loan default rate at
the end of November 2008 (as a percent of the number of defaulting
loans) was 3.76%, a 5.5-year high, up from an all-time low of
0.26% at the end of December 2007.

Additionally, corporate assets have seen a rise in negative rating
actions in recent weeks, thereby increasing the amount of 'CCC'
rated assets within CLO collateral pools.  In the overall loan
market, the share of loans that Standard & Poor's rated 'CCC+' or
lower as of November 2008 had increased to a record high of 8.2%,
up from 4.4% in October and 2.7% at the end of 2007 (according
to S&P LCD).  As the proportion of 'CCC' rated assets within some
CLO collateral pools increases, some CLOs exceed their limits for
allowable 'CCC' assets; the overcollateralization ratios for those
transactions may then decrease because the excess 'CCC' assets are
"haircut" for the purposes of calculating the tests, or the
managers may sell the assets at a significant discount.

In determining whether to place a CLO tranche rating on
CreditWatch, S&P looked at these factors, among others:

  -- S&P's rated overcollateralization metric. This ratio,
     generated daily, provides an estimate of the stability of the
     ratings currently assigned to cash flow CDO tranches based on
     output from Standard & Poor's CDO Evaluator model and a
     simplified cash flow analysis;

  -- A negative shift in the rating composition of the collateral
     in recent weeks and months, in some cases since the last
     monthly report was issued;

  -- The percentage of assets in the collateral pool with ratings
     currently on CreditWatch negative;

  -- The percentage of loan defaults experienced in the CLO
     collateral pool;

  -- Changes in the level of OC available to support each tranche
     since origination, or since the last rating action was taken;
     and

  -- The cushion available to support the rating at origination
     above and beyond the minimum level required to maintain the
     rating assigned.

   The Impact on Financial Institutions and Insurance Companies

The CreditWatch placements primarily affect the 'BBB' and 'BB'
rated tranches of the affected CLO transactions.  S&P believes
that financial institutions may generally hold the more highly
rated tranches, the ratings on which were not placed on
CreditWatch as part of the actions.  Nonetheless, as S&P stated in
a recent article, Standard & Poor's Financial Institutions group
expects higher industry losses during this economic cycle because
the economic expansion that preceded the current downturn created
a significant overhang of debt in many countries, particularly in
the household, construction, and leveraged loan segments.
However, ongoing government support to the Financial Institutions
sector somewhat mitigates this higher loss potential for the
banking sector as a whole.  If future CLO CreditWatch placements
and downgrades were to affect more senior rated tranches, the
potential impact on financial institutions would be greater.

Similarly, it is S&P's expectation that the financial impact of
the rating actions on the North American insurance sector, in the
aggregate, will be modest because insurers have traditionally
invested in the senior and more highly rated CLO tranches.
Nonetheless, S&P will be reviewing the individual investment
portfolios of both insurance companies and financial institutions
in the upcoming weeks for large exposures to the tranches that are
being placed on CreditWatch.

             Ratings Placed on Creditwatch Negative

                                                        Rating
                                                        ------
  Transaction                           Class       To              From
  -----------                           -----       --              ----
AMMC CLO V Ltd                          C           A/Watch Neg     A
AMMC CLO V Ltd                          D           BBB/Watch Neg   BBB
AMMC VII Limited                        D           BBB/Watch Neg   BBB
AMMC VII Limited                        E           BB/Watch Neg    BB
AMMC VIII Limited                       E           BB/Watch Neg    BB
Ares Enhanced Loan Investment Strategy* C-1         BBB/Watch Neg   BBB
Ares Enhanced Loan Investment Strategy* C-2         BBB/Watch Neg   BBB
Ares IIR CLO Ltd.                       C           A/Watch Neg     A
Ares IIR CLO Ltd.                       D-1         BBB/Watch Neg   BBB
Ares IIR CLO Ltd.                       D-2         BBB/Watch Neg   BBB
Ares VR CLO Ltd                         C           A/Watch Neg     A
Ares VR CLO Ltd                         D           BBB/Watch Neg   BBB
Ares X CLO Ltd                          C-1         A/Watch Neg     A
Ares X CLO Ltd                          C-2         A/Watch Neg     A
Ares X CLO Ltd                          D-1         BBB/Watch Neg   BBB
Ares X CLO Ltd                          D-2         BBB/Watch Neg   BBB
Avalon Capital Ltd. 3                   D Def       BBB/Watch Neg   BBB
Avenue CLO Fund Ltd.                    B-2L        BB/Watch Neg    BB
Avenue CLO III Ltd.                     B1L         BBB/Watch Neg   BBB
Avenue CLO III Ltd.                     B2L         BB/Watch Neg    BB
Avenue CLO IV Ltd                       B           A/Watch Neg     A
Avenue CLO IV Ltd                       C           BBB/Watch Neg   BBB
Avenue CLO IV Ltd                       D           BB/Watch Neg    BB
Avenue CLO VI Ltd.                      C           A/Watch Neg     A
Avenue CLO VI Ltd.                      D           BBB/Watch Neg   BBB
Avenue CLO VI Ltd.                      E           BB/Watch Neg    BB
Babson CLO Ltd 2005-II                  B           A/Watch Neg     A
Babson CLO Ltd 2005-II                  C-1         BBB/Watch Neg   BBB
Babson CLO Ltd 2005-II                  C-2         BBB/Watch Neg   BBB
Babson CLO Ltd 2005-II                  D-1         BB/Watch Neg    BB
Babson CLO Ltd 2005-II                  D-2         BB/Watch Neg    BB
Babson CLO Ltd. 2004-I                  D           BBB/Watch Neg   BBB
Babson CLO Ltd. 2005-I                  C-1 Def     BBB/Watch Neg   BBB
Babson CLO Ltd. 2005-I                  C-2 Def     BBB/Watch Neg   BBB
Babson Loan Opportunity CLO Ltd         D           BBB/Watch Neg   BBB
Babson Loan Opportunity CLO Ltd         E           BB/Watch Neg    BB
Baker Street CLO II Ltd                 D           BBB/Watch Neg   BBB
Baker Street CLO II Ltd                 E           BB/Watch Neg    BB
Ballyrock CLO 2006-1 Ltd                E           BB/Watch Neg    BB
Ballyrock CLO III Ltd.                  D           BBB/Watch Neg   BBB
Belhurst CLO Ltd                        E(dfrble)   BB/Watch Neg    BB
Black Diamond CLO 2006-1 (Luxembourg)   E           BB/Watch Neg    BB
BlueMountain CLO II Ltd.                D           BBB/Watch Neg   BBB
BlueMountain CLO II Ltd.                E           BB/Watch Neg    BB
BlueMountain CLO III Ltd.               E           BB/Watch Neg    BB
BlueMountain CLO Ltd.                   D           BBB/Watch Neg   BBB
Canaras Summit CLO Ltd                  E           BB/Watch Neg    BB
Carlyle High Yield Partners IV Ltd      C-1         BBB+/Watch Neg  BBB+
Carlyle High Yield Partners IV Ltd      C-2         BBB+/Watch Neg  BBB+
Carlyle High Yield Partners IX Ltd      D           BBB/Watch Neg   BBB
Carlyle High Yield Partners VI Ltd      C           BBB/Watch Neg   BBB
Carlyle High Yield Partners VII, Ltd.   C           A/Watch Neg     A
Carlyle High Yield Partners VII, Ltd.   D-1         BBB/Watch Neg   BBB
Carlyle High Yield Partners VII, Ltd.   D-2         BBB/Watch Neg   BBB
Carlyle High Yield Partners VIII Ltd    C           A/Watch Neg     A
Carlyle High Yield Partners VIII Ltd    D           BBB/Watch Neg   BBB
Carlyle High Yield Partners X Ltd       D           BBB/Watch Neg   BBB
Carlyle High Yield Partners X Ltd       E           BB/Watch Neg    BB
Celerity CLO Limited                    D           BBB/Watch Neg   BBB
Celerity CLO Limited                    E           BB/Watch Neg    BB
Champlain CLO, Ltd                      C-1         BBB/Watch Neg   BBB
Champlain CLO, Ltd                      C-2         BBB/Watch Neg   BBB
Chatham Light CLO, Limited              Def C-1     BBB/Watch Neg   BBB
Chatham Light CLO, Limited              Def C-2     BBB/Watch Neg   BBB
Clydesdale CLO 2003 Ltd.                D           BB/Watch Neg    BB
Clydesdale CLO 2004, Ltd.               D           BB/Watch Neg    BB
Clydesdale CLO 2005, Ltd.               C           BBB/Watch Neg   BBB
Clydesdale CLO 2005, Ltd.               D           BB/Watch Neg    BB
Cratos CLO I Ltd                        E           BB/Watch Neg    BB
CSAM Funding II                         D           BB/Watch Neg    BB
Del Mar CLO I Ltd                       D           BBB/Watch Neg   BBB
Del Mar CLO I Ltd                       E           BB/Watch Neg    BB
Dryden V-Leveraged Loan CDO 2003        E           BB/Watch Neg    BB
Duane Street CLO V, Ltd.                B           BB/Watch Neg    BB
Emerson Place CLO Ltd.                  D           BBB/Watch Neg   BBB
Emerson Place CLO Ltd.                  E           BB/Watch Neg    BB
First 2004-II CLO Ltd                   C           BBB/Watch Neg   BBB
Flagship CLO IV                         D           BB/Watch Neg    BB
Flatiron CLO 2007-1 Ltd.                E           BB/Watch Neg    BB
Forest Creek CLO Ltd.                   B-2L        BB/Watch Neg    BB
Founders Grove CLO Ltd                  D           BBB/Watch Neg   BBB
Four Corners CLO 2005-1, Ltd.           D           BBB/Watch Neg   BBB
Galaxy CLO 2003-1, Ltd.                 C-1         BBB/Watch Neg   BBB
Galaxy CLO 2003-1, Ltd.                 C-2         BBB/Watch Neg   BBB
Galaxy III CLO Ltd.                     E-1         BBB/Watch Neg   BBB
Galaxy III CLO Ltd.                     E-2         BBB/Watch Neg   BBB
Galaxy III CLO Ltd.                     E-3         BBB/Watch Neg   BBB
Galaxy IV CLO, Ltd.                     D Fixed     BBB/Watch Neg   BBB
Galaxy IV CLO, Ltd.                     D Floating  BBB/Watch Neg   BBB
Galaxy V CLO, Ltd.                      D-1         BBB/Watch Neg   BBB
Galaxy V CLO, Ltd.                      D-2         BBB/Watch Neg   BBB
Galaxy VI CLO, Ltd.                     D           BBB/Watch Neg   BBB
Gallatin CLO II 2005-1 Ltd.             B-2L        BB/Watch Neg    BB
Gallatin CLO III 2007-1 Ltd             B-2L        BB/Watch Neg    BB
Gallatin Funding I Ltd.                 A-2         AA/Watch Neg    AA
Goldman Sachs Asset Management CLO PLC  E           BB/Watch Neg    BB
Grayston CLO II 2004-1 Ltd              B-1LB       BBB/Watch Neg   BBB
Green Lane CLO Ltd                      C           BBB/Watch Neg   BBB
Gulf Stream-Compass CLO 2002-I, Ltd.    D           BBB/Watch Neg   BBB
Gulf Stream-Compass CLO 2002-I, Ltd.    E           BB/Watch Neg    BB
Gulf Stream-Compass CLO 2003-1, Ltd     D           BBB/Watch Neg   BBB
Gulf Stream-Compass CLO 2003-1, Ltd     E           BB/Watch Neg    BB
Gulf Stream-Compass CLO 2005-II, Ltd    D           BBB-/Watch Neg  BBB-
Gulf Stream-Compass CLO 2007 Ltd        E           BB/Watch Neg    BB
Halcyon Loan Investors CLO I Ltd        C           BBB/Watch Neg   BBB
Halcyon Loan Investors CLO I Ltd        D           BB/Watch Neg    BB
Halcyon Loan Investors CLO II Ltd       D           BB/Watch Neg    BB
Harch CLO II Limited                    D           BBB/Watch Neg   BBB
Harch CLO II Limited                    E           BB/Watch Neg    BB
Hewett's Island CLO III, Ltd.           D           BB/Watch Neg    BB
Hewett's Island CLO I-R, Ltd.           E           BB/Watch Neg    BB
Hillmark Funding Ltd.                   C           BBB-/Watch Neg  BBB-
Hillmark Funding Ltd.                   D           BB/Watch Neg    BB
ING Investment Management CLO I, Ltd.   C           A/Watch Neg     A
ING Investment Management CLO I, Ltd.   D           BBB/Watch Neg   BBB
ING Investment Management CLO II Ltd    C           A/Watch Neg     A
ING Investment Management CLO II Ltd    D           BBB/Watch Neg   BBB
Integral Funding Ltd                    D           BB/Watch Neg    BB
Jersey Street CLO Ltd                   D           BBB/Watch Neg   BBB
Katonah IX CLO Ltd                      B-2L        BB/Watch Neg    BB
Katonah V, Ltd                          C           BBB/Watch Neg   BBB
Katonah V, Ltd                          D           BB/Watch Neg    BB
Katonah VII CLO Ltd                     D           BBB/Watch Neg   BBB
Katonah VIII CLO Limited                C           A/Watch Neg     A
Katonah VIII CLO Limited                D           BBB/Watch Neg   BBB
Kingsland II Ltd                        D           BB/Watch Neg    BB
Kingsland III Ltd.                      D-1         BB/Watch Neg    BB
Kingsland III Ltd.                      D-2         BB/Watch Neg    BB
Kingsland IV Ltd                        E           BB/Watch Neg    BB
Kingsland V Ltd                         E           BB/Watch Neg    BB
KKR Financial CLO 2006-1 Ltd            E           BB/Watch Neg    BB
KKR Financial CLO 2006-1 Ltd            F           B/Watch Neg     B
KKR Financial CLO 2007-1 Ltd            D           BBB-/Watch Neg  BBB-
KKR Financial CLO 2007-1 Ltd            E           BB-/Watch Neg   BB-
KKR Financial CLO 2007-1 Ltd            F           B-/Watch Neg    B-
KKR Financial CLO 2007-A Ltd            E           BB/Watch Neg    BB
KKR Financial CLO 2007-A Ltd            F           B/Watch Neg     B
Knightsbridge CLO 2007-1 Limited        E           BB/Watch Neg    BB
Latitude CLO I Ltd                      D           BB/Watch Neg    BB
Latitude CLO II Ltd                     D           BB/Watch Neg    BB
LightPoint CLO III Ltd                  C           BBB/Watch Neg   BBB
Lime Street CLO, Ltd.                   E           BB/Watch Neg    BB
Marathon CLO II Ltd                     D           BB/Watch Neg    BB
Market Square CLO Ltd                   D           BB/Watch Neg    BB
Mayport CLO Ltd.                        B-1L        BBB/Watch Neg   BBB
Mayport CLO Ltd.                        B-2L        BB-/Watch Neg   BB-
Morgan Stanley Investment Management    D           BBB/Watch Neg   BBB
Croton, Ltd.
Morgan Stanley Investment Management    E           BB/Watch Neg    BB
Croton, Ltd.
Mountain Capital CLO IV Ltd             B-2L        BB/Watch Neg    BB
Nautique Funding Ltd                    D           BB/Watch Neg    BB
Navigare Funding I CLO Ltd.             D           BBB/Watch Neg   BBB
Nob Hill CLO II Limited                 E           BB/Watch Neg    BB
Northwoods Capital IV Ltd               C-1         BBB/Watch Neg   BBB
Northwoods Capital IV Ltd               C-2         BBB/Watch Neg   BBB
Northwoods Capital IV Ltd               C-3         BBB/Watch Neg   BBB
Northwoods Capital IV Ltd               Combo 1     BBB+/Watch Neg  BBB+
Northwoods Capital IV Ltd               Combo 2     BBB+/Watch Neg  BBB+
Northwoods Capital IV Ltd               Combo 3     BB+/Watch Neg   BB+
Northwoods Capital IV Ltd               Combo 4     BBB/Watch Neg   BBB
Northwoods Capital VIII, Ltd.           E           BB/Watch Neg    BB
NYLIM Flatiron CLO 2004-1 Ltd.          C           A/Watch Neg     A
NYLIM Flatiron CLO 2004-1 Ltd.          D           BBB/Watch Neg   BBB
NYLIM Flatiron CLO 2005-1 Ltd           D           BBB/Watch Neg   BBB
NYLIM Flatiron CLO 2006-1 Ltd           D           BB/Watch Neg    BB
Oak Hill Credit Partners III Limited    D           BB/Watch Neg    BB
Octagon Investment Partners VI, Ltd.    B-2L        BB/Watch Neg    BB
Olympic CLO I Ltd.                      A-3L        A/Watch Neg     A
Olympic CLO I Ltd.                      B-1L        BBB/Watch Neg   BBB
Olympic CLO I Ltd.                      B-2L        BB/Watch Neg    BB
Pacifica CDO III Ltd.                   C-1         BBB/Watch Neg   BBB
Pacifica CDO III Ltd.                   C-2         BBB/Watch Neg   BBB
Pacifica CDO IV, Ltd.                   B-2L        BB/Watch Neg    BB
Portola CLO Ltd                         E           BB/Watch Neg    BB
Premium Loan Trust I Ltd                C           BBB-/Watch Neg  BBB-
Premium Loan Trust I Ltd                D           B+/Watch Neg    B+
Primus CLO II Ltd                       E           BB/Watch Neg    BB
Red River CLO Ltd                       E           BB/Watch Neg    BB
Rosedale CLO Ltd                        E           BB/Watch Neg    BB
San Gabriel CLO I Ltd.                  B-1L        BBB/Watch Neg   BBB
San Gabriel CLO I Ltd.                  B-2L        BB/Watch Neg    BB
Sandelman Finance 2006-2 Ltd            D           BB/Watch Neg    BB
Saratoga CLO I, Limited                 D           BB+/Watch Neg   BB+
Southport CLO, Limited                  C           BBB/Watch Neg   BBB
Southport CLO, Limited                  D           BB/Watch Neg    BB
St. James River CLO, Ltd.               E           BB/Watch Neg    BB
Summit Lake CLO, Ltd.                   B-2L        BB/Watch Neg    BB
Union Square CDO Ltd.                   B           A-/Watch Neg    A-
Union Square CDO Ltd.                   C           BBB/Watch Neg   BBB
Victoria Falls CLO Ltd.                 D Def       BBB/Watch Neg   BBB
Wasatch CLO Ltd.                         D           BB/Watch Neg    BB
Westchester CLO Ltd                     E           BB/Watch Neg    BB
Westwood CDO I Ltd.                     D           BB/Watch Neg    BB
Westwood CDO II, Ltd.                   E           BB/Watch Neg    BB
WG Horizons CLO I                       D           BB/Watch Neg    BB
Whitney CLO I Ltd.                      A-3L        A/Watch Neg     A
Whitney CLO I Ltd.                      B-1LA       BBB/Watch Neg   BBB
Whitney CLO I Ltd.                      B-1LB       BBB-/Watch Neg  BBB-

* Ares Enhanced Loan Investment Strategy II Ltd.


* Goldberg's Cardonick, Cadwalader's Serbaroli Join Greenberg
-------------------------------------------------------------
Bankruptcy Law360 reports that Andrew R. Cardonick has joined
Greenberg Traurig LLP's Chicago office as shareholder, after
serving as a principal and member of the management committee at
Goldberg Kohn.  The report says Mr. Cardonick's transfer will
strengthen Greenberg Traurig's business reorganization and
bankruptcy team.

On Dec. 5, 2008, Greenberg Traurig announced that Francis J.
Serbaroli has joined the firm's New York City office as a
shareholder in the Health and FDA Business Practice Group.  Mr.
Serbaroli joined Greenberg Traurig from Cadwalader, Wickersham &
Taft LLP.  He has also served as a member of the New York State
Public Health Council for more than 13 years.

Prior to that, Stephanie Smiley and John Huffman joined the firm's
Dallas office and Nicholas Grimmer joined its Houston office.

Ms. Smiley is an associate in the litigation practice group. Her
practice focuses on complex commercial litigation.  She recently
graduated, cum laude, from the Southern Methodist University
Dedman School of Law.

Mr. Huffman joins as an associate in the Health & FDA Business
practice group.  He has experience with regulatory and business
formation issues and has assisted on corporate entity litigation
matters.  He earned his JD from the Georgetown University Law
Center.

Mr. Grimmer is an associate in the litigation practice group.  He
focuses his practice on complex commercial litigation, antitrust
law, and alternative dispute resolution. He received his JD, magna
cum laude, from the University of Houston Law Center.

                     About Greenberg Traurig

Greenberg Traurig, LLP -- http://www.gtlaw.com/-- is an
international, full-service law firm with more than 1,800
attorneys and governmental affairs professionals in the U.S.,
Europe and Asia.  The firm was selected as the 2007 USA Law Firm
of the Year by Chambers and Partners.

Greenberg Traurig serves clients from offices in: Albany, NY;
Amsterdam, The Netherlands; Atlanta, GA; Austin, TX; Boston, MA;
Chicago, IL; Dallas, TX; Denver, CO; Fort Lauderdale, FL; Houston,
TX; Las Vegas, NV; Los Angeles, CA; Miami, FL; Morristown, NJ; New
York, NY; Orange County, CA; Orlando, FL; Palm Beach County, FL;
Philadelphia, PA; Phoenix, AZ; Sacramento, CA; Shanghai, China;
Silicon Valley, CA; Tallahassee, FL; Tampa Bay, FL; Tokyo, Japan;
Tysons Corner, VA; Washington, D.C.; White Plains, NY; Wilmington,
DE; and Zurich, Switzerland. Additionally, the firm has strategic
alliances with the following independent law firms: Olswang,
London, Brussels and Berlin; Studio Santa Maria, Milan and Rome;
and Hayabusa Asuka Law Offices in Tokyo.


* Legal Services Industry Feels Pinch of Financial Crisis
---------------------------------------------------------
Bankruptcy Law360, citing statistics released by the U.S.
Department of Labor, reports that the economic crisis has resulted
in the loss of nearly 12,000 jobs in the legal services industry
in the past year.

The past week, Seyfarth Shaw LLP laid off about 30 attorneys and
other staff members.  Dewey & LeBoeuf LLP terminated 11 structured
finance associates in New York and one in Los Angeles.  In
November, Orrick, Herrington & Sutcliffe LLP slashed 40 associate
positions, and White & Case slashed 70 associates positions.

Heller Ehrman and Thelen LLP have dissolved.

In addition, Bankruptcy Law360, citing experts, reports that firms
are far more likely to apply small increases limited to particular
practices, and provide discounts to certain clients in 2009, given
the economic downturn.  Bankruptcy Law360 relates that, according
to a new survey, in 2007, almost 71% of law firms decided to hike
their billing rates for 2008.

Experts believe law firms' slowed growth will extend to 2008,
according to Bankruptcy Law360.


* Paul Traub Leaves Dreier, Returns to Old Firm
-----------------------------------------------
Paul Traub, the co-chair of the Dreier LLP's bankruptcy
department, sent a letter to clients announcing he and a group of
other bankruptcy lawyers have resigned from the firm but would
continue to practice together under a different name, Traub,
Bonacquist & Fox LLP, The Wall Street Journal reports.

"In light of recent developments, of which we were unaware until
yesterday, we have resigned from Dreier LLP, effective
immediately," the letter states, according to the report.

The resignations come just as Marc Dreier, head of Dreier, was
arrested Tuesday last week in Toronto for allegedly impersonating
another individual.  According to Dow Jones, the alleged offense
took place during a supposed business meeting between the Ontario
Teachers' Pension Plan and Fortress Investment Group LLC.  Dow
Jones states, citing people familiar with the situation, Mr.
Dreier was impersonating an officer of Ontario Teachers' to
complete a business transaction involving Fortress, a New York-
based private investment firm.

Bankruptcy Law360 reports that, according to legal experts, with
Mr. Dreier's legal troubles mounting by the second, the fallout
from the founder and sole equity partner's alleged financial
misdeeds will be swift and devastating for his firm.

Prior to joining Dreier LLP, Mr. Traub was a founding member and
managing partner of Traub, Bonacquist & Fox, LLP, a New York-based
law firm.  Mr. Traub is a recognized leader in structuring and
implementing strategic business or asset disposition transactions
across a variety of industry lines, and for his expertise in
insolvency and corporate restructuring, debtor and creditor
rights, distressed financings, and bankruptcy-related litigation.

Mr. Traub is also a founding principal of Asset Disposition
Advisors, LLC.  Formed in 2001, ADA is a nationally recognized and
respected strategic consulting firm, providing strategic asset
acquisition and disposition advice and guidance to companies in
distress, official and unofficial creditors' committees, lenders,
asset and enterprise purchasers, and asset disposition
specialists. ADA is well known for successfully undertaking and
completing difficult and complex strategic asset disposition and
acquisition transactions.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                               Share-
                                     Total   Holders'    Working
                                    Assets     Equity    Capital
Company              Ticker          ($MM)      ($MM)      ($MM)
-------              ------         ------   --------    -------
APP PHARMACEUTIC     APPX US        1,105        (42)       260
ARBITRON INC         ARB US           162         (9)       (39)
BARE ESCENTUALS      BARE US          272        (25)       125
BLOUNT INTL          BLT US           485        (20)       119
CABLEVISION SYS      CVC US         9,717     (4,966)    (1,583)
CENTENNIAL COMM      CYCL US        1,394     (1,026)        86
CHENIERE ENERGY      CQP US         2,021       (312)       179
CHOICE HOTELS        CHH US           350        (91)        (8)
CLOROX CO            CLX US         4,587       (364)      (396)
CV THERAPEUTICS      CVTX US          392       (226)       286
DELTEK INC           PROJ US          188        (62)        34
DISH NETWORK-A       DISH US        7,177     (2,129)    (1,318)
DOMINO'S PIZZA       DPZ US           441     (1,437)        84
DUN & BRADSTREET     DNB US         1,642       (554)      (206)
ENERGY SAV INCOM     SIF-U CN         464       (263)       (92)
EXELIXIS INC         EXEL US          255        (23)        (1)
EXTENDICARE REAL     EXE-U CN       1,621        (31)       125
GARTNER INC          IT US          1,115        (15)      (253)
GENERAL MOTORS       GM US        110,425    (58,994)   (18,461)
GENERAL MOTORS C     GMB BB       110,425    (58,994)   (18,461)
HEALTHSOUTH CORP     HLS US         1,980       (874)      (218)
IMAX CORP            IMX CN           238        (91)        41
INCYTE CORP          INCY US          265       (177)       216
INTERMUNE INC        ITMN US          206        (92)       134
KNOLOGY INC          KNOL US          647        (44)        13
LINEAR TECH CORP     LLTC US        1,665       (378)     1,109
MOODY'S CORP         MCO US         1,694       (894)      (331)
NATIONAL CINEMED     NCMI US          569       (476)        86
NAVISTAR INTL        NAV US        11,557       (228)     1,501
NPS PHARM INC        NPSP US          202       (208)        90
OCH-ZIFF CAPIT-A     OZM US         2,224       (173)         -
OSIRIS THERAPEUT     OSIR US           29         (8)       (14)
OVERSTOCK.COM        OSTK US          145         (4)        33
REGAL ENTERTAI-A     RGC US         2,557       (224)      (112)
REVLON INC-A         REV US           877       (999)         8
ROTHMANS INC         ROC CN           545       (213)       102
SALLY BEAUTY HOL     SBH US         1,527       (697)       367
SONIC CORP           SONC US          836        (64)       (13)
ST JOHN KNITS IN     SJKI US          213        (52)        80
STEREOTAXIS INC      STXS US           55         (5)         3
SUCCESSFACTORS I     SFSF US          168         (3)         4
SUN COMMUNITIES      SUI US         1,222        (28)         -
SYNTA PHARMACEUT     SNTA US           91        (35)        58
TAUBMAN CENTERS      TCO US         3,182        (20)         -
TEAL EXPLORATION     TEL SJ            56        (22)       (62)
THERAVANCE           THRX US          255       (125)       184
UAL CORP             UAUA US       20,731     (1,282)    (1,583)
UST INC              UST US         1,402       (326)       237
WEIGHT WATCHERS      WTW US         1,110       (901)      (270)
WESTERN UNION        WU US          5,504        (90)       319
WR GRACE & CO        GRA US         3,754       (179)       970



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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